Annual Report2022

SUMMARY OF KEY FIGURES
2022

2021

Changeabsolute-2

Key operating figures
Total vessels1

251

253

Aggregate capacity of vessels 1

TTEU

1,797

1,769

28

Aggregate capacity of containers 1

TTEU

2,972

3,058

–87
860

Freight rate (average)

USD/TEU

2,863

2,003

TTEU

11,843

11,872–29

Revenuemillion EUR

34,543

22,274

12,269Transport volume
EBITDAmillion EUR

19,42910,853

8,576

EBIT

million EUR

17,525

9,390

8,135

Group profit/loss

million EUR

17,043

9,085

7,958

EUR

96.89

51.63

45.26

million EUR

19,503

10,406

9,098

7.5 ppt

Earnings per share
Cash flow from operating activities 2
Key return figures
EBITDA margin (EBITDA/revenue)

%

56.2

48.7

EBIT margin (EBIT/revenue)

%

50.7

42.2

8.6 ppt

ROIC (Return on Invested Capital) 3

%

111.6

70.0

41.6 ppt

Balance sheet total

million EUR

38,687

26,715

11,973Equitymillion EUR

27,911

16,162

11,749

%

72.1

60.5

11.6 ppt

million EUR

10,776

10,552224

Key balance sheet figures 1

Equity ratio (equity/balance sheet total)
Borrowed capital
Key financial figures1
Financial debt and lease liabilities

million EUR

5,437

5,497

–60

Cash and cash equivalents

million EUR

15,236

7,723

7,513

Net liquidity 4

million EUR

12,5872,226

10,3611
2

3

4

Figures as per 31 December of the respective financial year
From the 2022 financial year onwards, payments received for interest are not reported under cash inflow/outflow
from operating activities, but under cash inflow/outflow from investing activities. The previous year’s values were
adjusted accordingly.
The return on invested capital (ROIC) is calculated as the ratio of net operating profit after taxes (NOPAT) to invested
capital (total assets excluding cash, cash equivalents and time deposits less liabilities excluding financial debt andlease liabilities). This key operating figure is calculated on an annualised basis and in US dollars.
Cash and cash equivalents, time deposits (other financial assets) less financial debt and lease liabilities

For computational reasons, rounding differences may occur in some of the tables and charts of this financial report.

This report was published on 2 March 2023.

MAIN DEVELOPMENTS IN THE
2022 FINANCIAL YEAR
• The 2022 financial year was initially characterised by high transport demand andthe accompanying disruption to global supply chains. However, as demand began
to decline in the course of the second half of the year, port congestion had largely
dissipated by the end of the year.
• Hapag-Lloyd’s transport volume was on a par with the previous year at 11,843 TTEU
in the 2022 financial year (-0.2%).
• Hapag-Lloyd’s average freight rate rose by 43% to USD 2,863/TEU in 2022 (prior year
period: USD 2,003/TEU) in view of the initial shortage of transport capacity.
• Revenue in the 2022 financial year increased by 55% to EUR 34.5 billion (prior year
period: EUR 22.3 billion) due to higher freight rates and currency effects.
• Transport costs rose by 33% to EUR 13.7 billion (prior year period: EUR 10.3 billion)
due to higher bunker prices, supply chain disruptions and currency effects.
• At EUR 19.4 billion, EBITDA was well above the previous year‘s figure of EUR 10.9 billion.
The EBITDA margin improved by 7.5 percentage points to 56.2% (previous year: 48.7%).
• EBIT also rose significantly to EUR 17.5 billion (prior year period: EUR 9.4 billion).
• The improved operating result led to an increase in Group profit to EUR 17.0 billion(prior year period: EUR 9.1 billion).
• At the balance sheet date 31 December 2022, Hapag-Lloyd had net liquidity of
EUR 12.6 billion (31 December 2021: EUR 2.2 billion) and equity of EUR 27.9 billion(31 December 2021: EUR 16.2 billion).
• Due to the increase in earnings and the very good balance sheet figures, the Executive Boardand the Supervisory Board propose to the Annual General Meeting to increase the dividend
for the financial year 2022 to EUR 63.00 per share (2021 financial year: EUR 35.00 per share).
• Hapag-Lloyd recorded very strong business performance in 2022, primarily due to the
exceptional market environment. Against the background of changing market conditions,the Hapag-Lloyd AG Executive Board expects a gradual normalisation of the earnings trend
in the current 2023 financial year.
• Group EBITDA is expected to be in the range of EUR 4.0 to 6.0 billion (prior year
period: EUR 19.4 billion) and EBIT in the range of EUR 2.0 to 4.0 billion (prior year
period: EUR 17.5 billion).
• The forecast is subject to considerable uncertainty given the ongoing war in Ukraine
and other geopolitical conflicts, as well as the impact of high inflation.

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CONTENTS
3

TOGETHER TOWARDS TOMORROW

30

MEMBERS OF THE EXECUTIVE BOARD

32

REPORT OF THE SUPERVISORY BOARD

44

DECLARATION ON CORPORATE GOVERNANCE66

OBJECTIVES, VALUES AND STRATEGY70

COMBINED MANAGEMENT REPORT142

CONSOLIDATED FINANCIAL STATEMENTS

253

RESPONSIBILITY STATEMENT254

INDEPENDENT AUDITOR’S REPORT

263

FINANCIAL CALENDAR

264

IMPRINTYou can find our online report here:
https://hlag-2022.corporate-report.net/en

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TOGETHERTOWARDSTOMORROW
01

02

03

INTERVIEWOPERATIONS

175 YEARSPAGE 4

PAGE 804

05

STRATEGY

KEY FIGURESPAGE 2 0

PAGE 2 8

PAGE 12

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Heiko Hoffmann, Head of Investor Relations, speaks
with the Chief Executive Officer of Hapag-Lloyd AG
about business developments in 2022.
Heiko Hoffmann: Mr Habben Jansen, how do you view the 2022 financial year?
Rolf Habben Jansen: The first half of the year continued to be shaped by disruptions in the
global supply chains. The main reasons behind this were capacity bottlenecks in the ports andon the landside. Beginning in the second half of the year, there were clear signs of easing in
the global supply chains, which can mainly be attributed to the weakening economy. Owing tolower demand for container transports, what had initially been very high freight rates gradually
declined. At the same time, congestion dissipated in many trade lanes. Despite this deteriorating
market environment, we have kept our transport volume in 2022 at the prior-year level – also
thanks to our diversified network and stable customer base. This enabled us to achieve
exceptionally strong overall results – which is certainly a very special gift in the year of our
175th anniversary.

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501

INTERVIEW
TOGETHERTOWARDSTOMORROWCEO Rolf Habben Jansen
to business developmentof the year 2022

How have the disruptions in the global supply chains impacted youon the operational level?
Due to congestion in ports, we were forced once again to contend with significant delays. As aresult, we unfortunately weren’t always able to deliver the schedule reliability that we aspire to asa quality provider. However, we have left no stone unturned to offer our customers the best service possible. That is why we have made numerous network and route adjustments, purchased
used vessels and taken delivery of new units, invested in human and IT resources, and further
expanded the range of our digital offerings to customers. I would like to express my profoundappreciation to our teams on land and at sea, who have once again done a fantastic job underthese difficult conditions.
And Russia’s war in Ukraine?
Russia’s war in Ukraine is a humanitarian catastrophe and is causing extraordinary suffering
for a lot of people. Several things were clear to us: first, that the safety and well-being of ouremployees was our top priority, which is why we have closed our office in Odessa for the time
being and offered our colleagues the alternative to work at other Hapag-Lloyd locations;

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Rolf Habben Jansen, CEO and Heiko Hoffmann, Head of Investor Relations in conversation

and, second, that we are very closely connected with Ukraine and its people and will live up to
our social responsibility. For example, in keeping with our corporate value “We Care”, we havesupported more than 30 aid activities aimed at helping people in Ukraine or people who have fled
the war. On the other hand, we have been able to cope with the purely operational and economic
impacts of the war. Historically, our business connected with Russia or Ukraine has only amounted
to between 1 and 2 percent of our total volume.

“We have continued topick up speed with ourStrategy 2023 and madetargeted investments.“

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How has Hapag-Lloyd made progressin strategic terms?
We have continued to pick up speed with ourStrategy 2023, such as by further optimising
our business processes and operations,strengthening our lines of business, andmaking targeted investments. In addition
to our acquisition of the container liner

0 1 I n terview

7business of Deutsche Afrika-Linien, other major focuses of the year under review were investments in terminals and infrastructure. For example, we have bolstered our business in Europe
by acquiring a 49 percent stake in the Italy-based Spinelli Group. Through the planned acquisitionof the terminal business of the South America-based SM SAAM, we will further expand ourportfolio in Latin America. Thanks to our investment in J M Baxi Ports & Logistics at the beginningof the current year, we will also be participating even more strongly in the dynamic growth in India.
We have also started to equip our entire container fleet with Track & Trace devices. By enabling
our customers and ourselves to track container movements in real time, we will be making supply
chains even more transparent and efficient. On top of that, we are now offering our customers
more than 20 digital products that make it convenient for them to do business with us. And
we are also making progress when it comes to decarbonisation. In addition to using biofuels,
we launched an extensive Fleet Upgrade Programme last year. This will enable us to significantly
reduce the fuel consumption and CO2 emissions of 150 ships – such as by outfitting them withmore efficient propellers, flow-optimised bulbous bows or improved hull paints that minimise
frictional resistance.
How is this business development reflected in the results and the dividend?
Thanks to high freight rates, we achieved an exceptionally strong Group net result of EUR 17
billion in the 2022 financial year. As a result, our equity has grown to EUR 28 billion, and ourequity ratio has risen to over 70%. For this reason, our Executive Board and our Supervisory
Board will jointly propose to the Annual General Meeting to pay out EUR 63 per share to ourshareholders – which corresponds to a total of EUR 11.1 billion.
What developments do you expect to see in the current financial year?
The economic slowdown has completely trans-“Sustainability andquality continue to bea high priority for us.“formed the market conditions in container shipping within just a few months. In some tradelanes, we are currently seeing freight rates atlevels where they were before the outbreak of
COVID-19, while our costs have risen significantly
due to supply chain disruptions and inflationrelated factors. So, we will continue to act flexibly

and keep a close eye on our per-unit costs. However, a significant decline in earnings in the current
financial year will be unavoidable. We expect our EBIT to be in the range of EUR 2 billion to
EUR 4 billion, after we were able to achieve an EBIT of EUR 17.5 billion in the exceptional 2022
financial year. Irrespective of this, quality and sustainability will continue to play a significant rolefor us. What’s more, we will also be working very intensively this year to formulate the strategic
course that we will pursue until 2030. In doing so, we will keep the interests of our shareholders
and customers – as well as of our employees – firmly in mind. I would like to express my sincere
thanks to all of them for their intense cooperation and trust during this extraordinary financial year.
Mr Habben Jansen, thank you very much for the interview.

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0 2 O perations

MARKET ENVIRONMENT
Bottlenecks at ports and in the hinterland
The 2022 financial year was initially dominated by ongoing disruption to global supply chains.
Container vessels were backed up off many coasts, in some cases with waiting times running
into weeks, which had a substantial impact on liner shipping companies’ transport capacity andadherence to schedules. The situation was further aggravated by lockdowns in China, strikes
at ports and Russia’s war of aggression against Ukraine. In order to address the challengesof the market environment, we bought used vessels, made network and route adjustments,
invested in personnel and IT capacities and further expanded the range of digital services that
we offer to customers. The beginning economic slowdown in the second half of the year led toa noticeable decline in demand for container transport. As a result, the backlogs at ports wereresolved and the freight rate level stabilised.

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02

OPERATIONSPort congestion
Containerships in port & at anchor, % of fleet capacity

37%
36%
35%

post-COVID 19 Ø: 35%

34%
33%

pre-COVID 19 Ø: 32%

32%
31%
30%
29%
2016

2017

2018

2019

2020

2021

2022

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FLEET
Expansion and modernisation of our fleet
With 251 modern container vessels and a transportcapacity of 1.8 million TEU, as well as containers witha capacity of 3.0 million TEU, we are there for ourcustomers worldwide. The first two vessels from our
newbuild programme – the 13,200 TEU “Rio de Janeiro Express” and its sister ship “Montevideo
Express” – were delivered in the year under review. At the same time, we invested in the modernisation of our existing fleet by launching an optimisation programme for more than 150 vessels.
By 2025, the vessels will be fitted as needed with more efficient propellers, an underwater paintto reduce resistance, and flow-optimised bulbous bows. These measures will help us to savefuel and therefore to reduce carbon emissions. In addition to the successful use of biofuels,
which significantly reduce the greenhouse gas emissions of our vessels as opposed to regular
fuel, we also entered into collaborations in the reporting year that will help us to achieve thefurther decarbonisation of our fleet. Furthermore, Hapag-Lloyd was the first liner shipping
company to decide to equip its entire container fleet with real-time tracking technology. This
will allow Hapag-Lloyd customers to better manage their complex supply chains in the futuresince their global container movements will be completely transparent.

TEAM
A strong team, wellequipped for the future
In the reporting year, our team once again did all they
could to keep our customers’ global supply chainsintact. And while the situation concerning crewchanges on our vessels improved, it remained achallenge for our employees. True to its corporate values and its motto “We Care”, Hapag-Lloyd
did everything in its power to extend the best possible support to employees at sea and on land.
After more than two years of working from home due to the pandemic, we implemented apermanent hybrid working model as part of our “Future Way of Working” concept. In addition,
we modernised many offices and implemented new digital tools to enable even better collaboration. We want to be as prepared as possible for the challenges of tomorrow, with modern
workplaces and an attractive professional environment.

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03

175 YEARS

H apag - L lo y d A GI

1847 – 1969

1970 – 2017

Our origins

Our development

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2018 – 2022
Our foundation for the future

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OUR ORIGINS
From our founding to the developmentof the first container
1847 Establishment of Hapag
Establishment of the Hamburg-Amerikanischen Packetfahrt-Actien-Gesellschaft (Hapag)
by Hamburg merchants and ship owners, with the goal of creating a fast and reliable liner
service between Hamburg and North America using first-class sailing ships.

11848 Maiden trip
Packet boat “Deutschland” becomes the first Hapag vessel to sail the route between
Hamburg and New York. This marks the first time the mostly very poor emigrants areprovided with improved care – a recipe for success!

21857 Establishment of North German Lloyd
Establishment of North German Lloyd in Bremen by Hermann Henrich Meier. In June 1858,the “Bremen” is the first ocean liner of Lloyd to undertake its voyage to North America –and so begins the competition with Hamburg-based Hapag.

3

1886 Albert Ballin
Albert Ballin takes over Hapag’s passage department; he becomes the company’s director
in 1888 and its managing director in 1899. Following years of poor economic development
and a lack of competitiveness vis-à-vis Lloyd, Ballin manages to lead Hapag to global
leadership through innovative entrepreneurial action.

4

1

2

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15

3

4

7

5

6

1901 Invention of the cruise
Hapag owns the largest fleet while Lloyd transports the most passengers worldwide.
The concept of the cruise had been launched with the first pleasure trip on Hapag’s
flagship “Augusta Victoria” in 1891.

51950 Reconstruction
Together, Hapag and Lloyd return to their old trades; the “Hamburg” is Hapag’s firstpost-war newbuild to be launched. Two world wars have led to the loss of the fleet.
Taken together with the policies of nationalisation and “Aryanisation”, this represents
the darkest chapter in the Company’s history. The courageous rescue of 937 Jewish
refugees by Hapag Captain Schröder and the crew of the “St. Louis” stands out as ashining example of civil courage.

6

1968 First European full container service
Hapag and Lloyd establish the first European full container service. Following theinvention of containers for maritime shipping in the USA in 1966, Hapag and Lloydcooperate so that they can also offer this revolutionary transport system.

7

1968 First container ships
The first Hapag and Lloyd container ships: the “Elbe Express” and the “Weser Express”.
The structure of the shipping industry is changing so quickly that there are speculationsin the industry that an inevitable merger of Hapag and Lloyd is imminent.

8

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OUR DEVELOPMENT
Rise to global player incontainer shipping1970 Merger of Hapag and North German Lloyd
On 1 September 1970, Hapag and North German Lloyd merge into Hapag-Lloyd
AG to cope with massive investments in the new era of container liner shipping.
This marks the end of a Hanseatic interplay of competition and cooperation that
had lasted 113 years.

12005 Acquisition of CP Ships
The acquisition of British-Canadian shipping company CP Ships makes
Hapag-Lloyd the fifth-largest container shipping company in the world.
It is now also a market leader in Canada, Mexico and Australia.

2

2014 Acquisition of CSAV’s container business
Hapag-Lloyd is now the world’s fourth-largest liner shipping company
and a market leader in Latin America.

32015 Initial public offering of Hapag-Lloyd AG
After the delisting of the Group in 2002 following its acquisition byPreussag AG (later TUI AG), Hapag-Lloyd is again listed on the Frankfurt and Hamburg stock exchanges beginning 6 November 2015.

542017 Merger of Hapag-Lloyd and UASC
On 24 May, Hapag-Lloyd merges with UASC, a company based in the
United Arab Emirates. The merger grows Hapag-Lloyd’s fleet to 230
vessels and gives the Company six large container ships for the firsttime, with a capacity of around 20,000 TEU.

51

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OUR FOUNDATION FOR
THE FUTURE
Strategy 2023
2018 New strategy
The goals of “Strategy 2023” are to achieve quality industry leadership through maximum
customer focus, to ensure the Company’s continued existence as a global player throughselective growth, and to generate consistent profitability through the entire economic cycle.

2021 Acquisition of Nile Dutch
At the beginning of July, Hapag-Lloyd acquires the Dutch shipping company, a leading
provider of container services to and from West Africa. It thus continues to grow in thestrategically important African market.

2

2021 Acquisition of a stake in Container Terminal Wilhelmshaven
In line with its strategy of ensuring capacities at terminals that are important for its liner
network, Hapag-Lloyd acquires a stake in Container Terminal Wilhelmshaven (CTW).
Sustainability is formally established as the Company’s fourth objective. Its ambitious
goals include the decarbonisation of shipping.

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19

5

3

4

6

2022 Expansion of container terminal business
Hapag-Lloyd and partners develop a new container terminal in Damietta, Egypt, and theCompany acquires a stake in Italian terminal operator and logistics expert Spinelli Group.
In addition to safeguarding terminal capacities, the expansion of hinterland traffic is a
strategic goal. With this stake in Spinelli, Hapag-Lloyd can strengthen its position in bothareas in the important Italian market.

42022 Takeover of the container liner business of Deutsche Afrika-Linien (DAL)The acquisition of South African specialist DAL represents a further important step towards
strengthening the Company’s presence in Africa.

52022 Acquisition of the terminal business of SM SAAM S.A.
At the end of the year, Hapag-Lloyd expands its strategic shareholding in terminals bysigning a contract to acquire the terminal business of SM SAAM S.A. and the associatedlogistics services. The business includes a portfolio of ten terminals in six countries in North,Central and South America.

6

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04

STRATEGY

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CORE OBJECTIVES OFSTRATEGY 2023
Profitability throughout the entire economic cycle
We intend to grow profitably throughout the entire economic
cycle. This is reflected in an adequate return on invested
capital (ROIC) that is at least equal to our weighted average
cost of capital. Thanks to our extraordinarily strong earnings

PROFITABILITY

position in the 2022 financial year, we clearly exceeded thistarget with a ROIC of 111.6%.
Growth in attractive markets and safeguarding ofour position as a global player
We want to grow in attractive growth markets and consolidate our position as a global player with a market share of

GLOBAL
PLAYER

around 10% worldwide. To achieve this, we are investingin our vessel and container fleet and are simultaneously
expanding our global presence with new office locations.
By acquiring regional service providers, we are also able
to quickly tap into new markets.
Differentiation by focusing on quality andcustomer satisfaction
Our ambition is nothing less than to become the number
one for quality in our industry, because we firmly believe

NUMBER ONE
FOR QUALITY

that service quality, reliability and adherence to schedules
are decisive competitive factors. We want to further
increase customer satisfaction by offering more added
value and creating market-driven solutions for booking,monitoring and processing shipments.
Making climate-neutralshipping a reality – together
Climate change, diversity and social engagement are more
important than ever before. We have thus expanded ourStrategy 2023 by adding a fourth pillar: sustainability. In the

SUSTAINABILITY

coming years, we will gradually strengthen our sustainability
contribution and make continuous improvements. The
decarbonisation of our fleet by 2045 is one of our core
objectives; we are working towards achieving it together
with our customers, partners and competitors.

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STRATEGIC PRIORITIESBY 2023
Given the very challenging market environment due
to the pandemic, the rapidly increasing importanceof sustainability factors and increasing digitalisation,
we carried out a detailed review of our corporate
strategy in the 2021 financial year. As a result, we
intensified our focus on the area of quality andembedded “sustainability” as the fourth pillar of
our “Strategy 2023”. In doing so, we are guided bythree key areas of action whereby we will “simplify”,“strengthen” and “invest”.

SIMPLIFY
Improve the customer experienceand reduce complexity
In the reporting year, we further improved
the customer experience and reduced
complexities. For example, we optimised
our customer segmentation and success­fully tested it in four regions, always keeping
in mind that doing business with us should be
as comfortable as possible for our customers.
Furthermore, we analysed how we might further optimise our network in the key trades – andbegan doing so in Latin America with the implementation of a simplified network strategy.

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23

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STRENGTHEN
Increase the quality and strengthen ourpresence in attractive growth markets
We want to be the number one for quality forour customers. With this as our ambition, we
determined to double our efforts and continued
to drive the digitalisation of our range of services
in the reporting year. We now offer our customers
more than 20 digital products which they can
comfortably book online. Furthermore, we continued to grow in our strategic growth market
of Africa by acquiring the container liner shipping business of Deutsche Afrika-Linien (DAL).
DAL’s business will be particularly valuable with regard to the range of services to and fromSouth Africa, and will allow us to offer our customers an improved network and additional port
coverage in the region. With a view to our goal of becoming climate-neutral by 2045, we have
expanded the use of biofuels. At the same time, we have agreed to collaborations that will
pave the way for us to offer our customers a sustainable commercial transport product while
helping them improve their carbon footprint.

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25

INVEST
Establishment of an attractive
terminal portfolio
In addition to investments in our team and the fleet, our investing activities focus onshareholdings in container terminals. In the 2022 financial year, we and two partners
decided to build a new terminal in the Egyptian port of Damietta. It is expected to start
operating in 2024 and will serve as a strategic handling point in the eastern Mediterranean. Furthermore, we invested in the Italian Spinelli Group, providing us with capacity
in the terminal business and in hinterland traffic in the Italian market. We also signed acontract at the end of the year to take over the terminal business and the associatedlogistics services of Chilean company SM SAAM S.A. Our business activities include
a portfolio of ten terminals in six countries across North, Central and South America.
They will help us to continue strengthening our business and to establish a robust andattractive terminal portfolio.

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FINANCIAL TARGETS
PROFITABILITY

NET LEVERAGE

ROIC > WACC

≤ 3.0X

throughout the cycle

Net Debt/EBITDA

EQUITYDIVIDEND POLICY

> 45%

≥ 30%

equity ratioof Group EAT

LIQUIDITYSUSTAINABLE
INVESTMENTS

USD ~1,1 BN
liquidity reserve

We will sustainably invest
to increase the efficiency andquality of our assets.

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NON-FINANCIAL
TARGETSNET PROMOTER SCORESCHEDULE RELIABILITYBest in class

Top 3rd

Net Promoter Score (NPS)in terms of schedule reliability

CO2 e-REDUCTION

CLIMATE NEUTRAL–30%

by 2045CO2e-reduction (EEOI)
until 2030 vs. 2019

SUPERIORLANDSIDE

ATTRACTIVE MARKETS

40%

>10%

share of transports withinland component

global market share in all key
trades (excl. intra-Asia); growth inselected attractive markets

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05 KEY FIGURES

TRANSPORT VOLUME

11.8

M standard container
PAGE 9 0

EARNINGS POSITION

17.0

EUR BN Group Profit
PAGE 9 0

FINANCIAL POSITION

15.4

EUR BN Free Cash Flow
PAGE 9 9

NET ASSET POSITION

27.9

EUR BN Equity
PAGE 101

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05

KEY FIGURES

29

30

members of the e x ecuti v e B oard

CFO & CPO
Mark Frese“In 2022, we have once again significantly“We have made significant investments inimproved our financial resilience andattractive growth markets, terminals andasset structure. As a result, we can now

infrastructure projects. At the same time,act even more flexibly in the market andwe concluded our 175th anniversary year

invest in Hapag-Lloyd’s long-term earningwith exceptionally strong results. Now wepower. At the same time, we will continue

need to set our onward strategic course

to optimise our cost structure and ourfor the future.“

global procurement while keeping a close
eye on our targets.”

H apag - L lo y d A GCEORolf Habben Jansen

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31

MEMBERS OF THE
EXECUTIVE BOARD
CIO & CHRO
Donya-Florence AmerCOO
Dr Maximilian Rothkopf“Supply chains are developing, and“We have continued to improve ourtechnology is becoming more and more

network and liner services. In addition,

a competitive advantage. Today, we offer

we have launched our Fleet Optimisation

already more than 20 digital products

Programme for 150 vessels and invested

that add value for our customers and are

in new efficient ships. In doing so, we aredesigned to make working with us as

moving step by step towards our goal of

convenient as possible.”being climate-neutral by 2045.”

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REPORT OF THE SUPERVISORY BOARDREPORT OF THE SUPERVISORY BOARD
Dear Shareholders,
In the 2022 financial year, the Supervisory Board of Hapag-Lloyd AG properly and conscientiously performed all of the tasks for which it is responsible in accordance with the applicablelaws, articles of association and rules of procedure. The Supervisory Board monitored the­E xecutive Board as it managed the Company and diligently advised it on a regular basis. Its
main priority at all times was to protect the interests of Hapag-Lloyd AG, the primary operating
unit responsible for the Group’s performance.
Cooperation between the Supervisory Board and the Executive Board
In the 2022 financial year, the Executive Board informed the Supervisory Board regularly, comprehensively and promptly about the competitive environment, the planned business policies,
all strategic and fundamental operating decisions, and the risk management system. The Executive Board also discussed with the Supervisory Board the most important financial indicators asa means of assessment for the Company’s economic position. The reports and discussions
focused in particular on the extraordinary operational challenges resulting from port congestion
combined with high demand, the Russian war on Ukraine and strategic projects.
The Executive Board reported both orally and in writing to the Supervisory Board at its meetings,
providing comprehensive responses to all of the Supervisory Board’s questions. Outside of themeetings, regular reports on the Group’s performance and on the most important transactions at
Hapag-Lloyd AG also ensured that the Supervisory Board was kept well informed. Furthermore,
frequent discussions on the current business environment took place between the Chair of theSupervisory Board and the Chief Executive Officer. The Chair of the Supervisory Board also
attended Executive Board meetings on a regular basis in the 2022 financial year. As a result, theSupervisory Board was fully up to date at all times. The reports by the Executive Board compliedwith legal requirements and those of the Supervisory Board and adhered to the principles ofgood corporate governance.
The Executive Board involved the Supervisory Board at an early stage in decisions with a signi­
ficant influence on the position and performance of the Company. The Supervisory Board thus
monitored the Executive Board’s management of the Company at all times on the basis of legality, correctness, appropriateness and viability.

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REPORT OF THE SUPERVISORY BOARD

Michael Behrendt(Chairman of the­Supervisory Board)

Meetings of the Supervisory Board and matters addressed
The Supervisory Board met four times in the reporting period. These meetings were held on
9 March 2022, 24 May 2022, 14 September 2022 and 9 November 2022. The average attendance rate at Supervisory Board meetings and committee meetings was as follows:• Meetings of the Supervisory Board: 93.8%• Meetings of the Presidential and Personnel Committee: 89.3%• Meetings of the Audit and Financial Committee: 80.0%

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REPORT OF THE SUPERVISORY BOARD

Attendance of the Supervisory Board members in the 2022 financial year

Meeting

Meetings by theSupervisory Board

Meetings by
the Presidential
and Personnel
Committee

Meetings by the
Audit and Financial
Committee

ü

ü

ü

ü

ü

ü

Sheikh Al-Thani

ü

ü

ü

ü

ü

Mr Behrendt

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

Ms Gehrt

üü

Mr Gernandt

ü

ü

ü



ü



8.11.2022

üü

10.8.2022

9.3.2022üü

11.5.2022

9.11.2022üü

8.3.2022

14.9.2022

ü

9.11.2022

24.5.2022

Mr Albrecht
Mr Alnowaiser

14.9.2022

9.3.2022

Name

ü

ü

ü

ü

Mr Hasbún

ü

ü

ü

ü

ü

ü

ü

ü

Ms Kröger

ü

ü

ü

ü

ü

ü

ü

ü

Mr Lipinski

ü

ü

ü

ü

ü

ü

Ms Nieswand

ü

ü

ü

ü

ü

ü

ü

Ms Niklas



ü

ü

ü



ü

ü





ü

ü

Mr Pérez

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü



ü

Ms Schwiegershausen-Güth

ü



ü

ü

Ms Stawars

ü

ü

ü

ü

Mr Zimmermann



ü



ü





ü



ü

ü

ü

Ms Muschitz

Mr Rittstieg
Mr Schroeterüü Meeting attendance Did not attend the meeting

	Was not a member of the Supervisory Board at the time of the meeting

The Supervisory Board passed a resolution outside of a meeting on 28 February 2022 toapprove the conclusion of time charter agreements for nine vessels.
Supervisory Board meeting on 9 March 2022
In its meeting on 9 March 2022, the Supervisory Board began by adapting the existing remuneration system for board members following a recommendation by the Presidential and Personnel
Committee. It was also decided to submit proposals to the Annual General Meeting to adapt theSupervisory Board remuneration, to extend the contracts of Executive Board members Mr Rolf
Habben Jansen and Mr Mark Frese, to terminate the contract of Mr Joachim Schlotfeldt early bymutual agreement and to adapt the division of responsibilities for the Executive Board, to appoint
Ms Donya-Florence Amer as the new Labour Director and to and to assign Mr Mark Frese additionally the area of Procurement. The Supervisory Board subsequently focused primarily on theannual financial statements. Following its own review and the recommendation of the Audit and
Financial Committee, it approved the annual and consolidated financial statements as well as the

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combined management report for the 2021 financial year. In addition, the Supervisory Board
decided to propose to the Annual General Meeting that a dividend be paid, and also decided inthis context to follow the recommendation of the Audit and Finance Committee regarding its proposal for the selection of the external auditors of the annual and consolidated financial statements. The Supervisory Board also reviewed and adopted the non-financial report prepared inaccordance with Sections 289b (3) and 315b (3) of the German Commercial Code (HGB) and the
Declaration of Conformity with the German Corporate Governance Code (GCGC) in accordancewith Section 161 of the German Stock Corporation Act (AktG). The Supervisory Board went on
to approve the agenda for the Company’s Annual General Meeting on 25 May 2022 and adopted
its proposed resolutions regarding the agenda items. Following a recommendation by the
Nomin­ation Committee, the Supervisory Board decided to propose to the Annual General Meeting that Mr Oscar Eduardo Hasbún Martinez, Mr José Francisco Pérez Mackenna, His Excellency
Sheikh Ali bin Jassim Al-Thani and Mr Turqi Abdulrahman A. Alnowaiser be elected to the Supervisory Board as shareholder representatives until the end of the Annual General Meeting that willapprove activities for the 2026 financial year. The Supervisory Board subsequently reported on
the current business environment. Following a recommendation by the Audit and Financial Committee, the Supervisory Board also approved the acquisition of the liner and agency business,
including the associated assets, of DAL Deutsche Afrika-Linien GmbH & Co. KG.
Based on a resolution passed outside of a meeting, the shareholder representatives gave theiropinion on 25 April 2022 in relation to the request by the shareholders Kühne Maritime GmbH,CSAV Germany Container Holding GmbH and HGV Hamburger Gesellschaft für Vermögens- undBeteiligungsmanagement mbH to include as an Annual General Meeting agenda item the proposal that Dr Andreas Rittstieg be elected as a Supervisory Board member and supported thisrequest.
Supervisory Board meeting on 24 May 2022
At the start of the meeting, the Supervisory Board obtained information from the Executive Board
about the current business environment and in particular discussed with the Executive Board theeffects of the ongoing Russian war in Ukraine on the business. The earnings forecast for the2022 financial year was subsequently discussed, taking into consideration the increasing economic uncertainties. This was followed by a report on the Company‘s IT security. The Super­visory Board concluded the meeting with a discussion of preparations for the Company’s ordinary Annual General Meeting, scheduled to take place the following day. In connection with this,it selected Mr Karl Gernandt as a substitute meeting chair in the event that the Chairman of theSupervisoary Board Michael Behrendt were prevented from performing this role.
Based on a resolution passed outside of a meeting, on 13 June 2022 the Supervisory Board
elected Mr José Francisco Pérez Mackenna and Mr Turqi Abdulrahman A. Alnowaiser as members of the Presidential and Personnel Committee, and Mr Oscar Eduardo Hasbún and His
Excellency Mr Sheikh Ali bin Jassim Al-Thani as members of the Audit and Financial Committee.
As part of the same resolution, the Supervisory Board also elected Mr Karl Gernandt as the­Second Deputy Chair of the Supervisory Board.
Based on a resolution passed outside of a meeting, on 15 July 2022 the Supervisory Board
approved the conclusion of time charter agreements for six vessels for a duration of approximately eight years in conjunction with the extension of time charter agreements for five vessels
for a duration of approximately six years.

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REPORT OF THE SUPERVISORY BOARD

Based on a resolution passed outside of a meeting, on 27 July 2022 the Supervisory Board
approved the conclusion of time charter agreements for six vessels for a duration of approximately five years.
Supervisory Board meeting on 14 September 2022
At the start of the meeting, the Supervisory Board reviewed the Executive Board’s report on thecurrent business environment. In particular, the Executive Board reported on the ongoing operational challenges and the clear signs of a weakening market. The Supervisory Board subsequently approved the purchase of 49% of the shares in Spinelli S.r.l. and the acquisition of allshares in SAAM Ports S.A. and SAAM Logistics S.A. The remaining discussions focused on thereports by the Chief Information Officer and Chief Compliance Officer. Finally, the Supervisory
Board approved the appointment of an external auditor for one of the Company‘s branch offices.
Supervisory Board meeting on 9 November 2022
At the start of the meeting, Ms Muschitz was elected as a member of the Presidential and­Personnel Committee and a member of the Audit and Financial Committee. The Executive Board
subsequently reported on the current business environment against the backdrop of the notice­able market downturn and provided an overview of the Company‘s strategic projects. The meeting then focused on the annual budget for 2023, including the business plan of Hapag-Lloyd AG.
The Executive Board gave a precise account of the corresponding planning and went into detailon the underlying assumptions. On the recommendation of the Audit and Financial Committee,
the Supervisory Board approved the Executive Board’s annual budget for 2023. Finally, theLabour Director provided a report.
Based on a resolution passed outside of a meeting, on 28 November 2022 the Supervisory
Board approved the submission of an offer to acquire an interest in a company.
Based on a resolution outside of a meeting, on 23 December 2022 the Supervisory Board
approved the submission of an offer to acquire a stake in a logistics company and the further
structuring of the acquisition in the event of a successful takeover.
Meetings of the committees and matters addressed
The work of the Supervisory Board was prepared and supported by its committees. The following committees, with the members listed beside them, were active in the reporting year:
Presidential and Personnel Committee: Michael Behrendt (Chairman), Felix Albrecht,
Turqi Alnowaiser (from 25 May), Sheikh Ali bin Jassim Al-Thani (until 25 May), Karl Gernandt,
Arnold Lipinski (until 31 July), Silke Muschitz (from 9 November), Sabine Nieswand, Dr Isabella
Niklas, José Francisco Pérez Mackenna, Klaus Schroeter, Uwe Zimmermann.
Audit and Financial Committee: Karl Gernandt (Chairman until 25 May), Oscar HasbúnMartínez (Chairman from 29 June), Turqi Alnowaiser (until 25 May), Sheikh Ali bin Jassim Al-Thani(from 25 May), Annabell Kröger, Arnold Lipinski (until 31 July), Silke Muschitz (from 9 November),Dr Isabella Niklas, Klaus Schroeter, Uwe Zimmermann.
Mediation Committee pursuant to Section 27 (3) of the German Co-Determination Act(MitbestG): Michael Behrendt (Chairman), Felix Albrecht, José Francisco Pérez Mackenna,
Klaus Schroeter.

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Nomination Committee: Michael Behrendt (Chairman), Sheikh Ali bin Jassim Al-Thani,
Karl Gernandt, Dr Isabella Niklas, José Francisco Pérez Mackenna.
The specific tasks assigned to these committees are described in detail as part of the declarationby the Executive Board and Supervisory Board on corporate governance, which can be found in
the section “Composition and functioning of the Executive Board and Supervisory Board”.
The Presidential and Personnel Committee met three times in 2022, on 9 March 2022,
14 September 2022 and 9 November 2022.
In addition to the preparations for the Supervisory Board meeting on the same day, on 9 March2022 the Presidential and Personnel Committee dealt with the remuneration system for the Executive Board members, the reappointment and extension of the contracts of Mr Rolf Habben
Jansen and Mr Mark Frese, the termination by mutual agreement of Mr Joachim Schlotfeldt‘s
Executive Board activities as at 30 June 2022, and the adjustment to the business distribution
plan whereby Ms Donya-Florence Amer as Labour Director was assigned responsibility for
Human Resources and Mr Mark Frese was assigned responsibility for Procurement, in bothcases from 1 May 2022.
In its meetings on 14 September 2022 and 9 November 2022, the Presidential and Personnel
Committee dealt with the preparation of the subsequent Supervisory Board meetings.
The Audit and Financial Committee convened four meetings in the financial year, on 8 March
2022, 11 May 2022, 10 August 2022 and 8 November 2022.
In the meeting on 8 March 2022, the discussions centred on issues relating to the annual financial statements, including the external auditors’ report on the annual and consolidated financial
statements for the 2021 financial year (see also “Annual and consolidated financial statements
2021” in the 2021 annual report). The dependency report and the proposal for the election of theexternal auditors were discussed, and a corresponding proposal to the Supervisory Board waspassed (see also “Review of the report by the Executive Board on relationships with affiliatedcompanies” in the 2021 annual report). The Audit and Financial Committee also dealt with theacquisition of the liner and agency business, including the associated assets, of DAL Deutsche
Afrika-Linien GmbH & Co. KG.
The second meeting on 11 May 2022 was dominated by a discussion on the financial report for
the first quarter and the forecast for the second quarter. The internal control system (ICS) was
also discussed, as were liquidity management and the taxation of income.
In the meeting on 10 August 2022, the discussion centred on the half-year financial report andthe forecast for the second half. The Audit and Financial Committee also dealt with fleet deployment flexibility, hedging transactions within the Group, the financial investment strategy, strategic
projects and the report by the Corporate Audit department.
In its fourth meeting on 8 November 2022, the focus was on the presented 2023 annual budget,
including Hapag-Lloyd AG’s business plan. The financial report for the third quarter and the focal
points of the external audit were also discussed, as was an overview of the strategic projects.

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REPORT OF THE SUPERVISORY BOARD

The Nomination Committee met once during the financial year.
In its meeting on 9 March 2022, the Nomination Committee recommended proposing to theAnnual General Meeting that Mr Oscar Eduardo Hasbún Martinez, Mr José Francisco Pérez
Mackenna, His Excellency Sheikh Ali bin Jassim Al-Thani and Mr Turqi Abdulrahman Alnowaiser
be elected to the Supervisory Board as shareholder representatives.
The Mediation Committee did not meet in the reporting period.
Training and development measures for members of the Supervisory Board
Members of the Supervisory Board participate in independent training and development measures that are useful for the performance of their tasks; the Company supports them in this.
Informational events are held to present the business model of Hapag-Lloyd AG to new membersof the Supervisory Board.
Personnel changes in the Supervisory Board and the Executive Board
Dr Andreas Rittstieg was elected to the Supervisory Board as at 25 May 2022 and thus succeeded Ms Nicola Gehrt, who resigned from her position with effect from the end of the Annual
General Meeting on 25 May 2022 ,Ms Silke Muschitz was court-appointed as an employee representative to the Supervisory Board with effect from 14 September 2022, as Mr Arnold Lipinski
left the Supervisory Board as at 31 July 2022.
In accordance with a resolution of the Supervisory Board on 9 March 2022, the contracts of
Mr Rolf Habben Jansen and Mr Mark Frese were extended by an additional five years. Joachim
Schlotfeld‘s contract was terminated by mutual agreement as at 30 June 2022.
Corporate governance
The Supervisory Board is committed to the principles of good corporate governance and dealt
with them continuously in the 2022 financial year. The recommendations and suggestions of theGerman Corporate Governance Code (GCGC) in the version of 16 December 2019 published in
the official section of the Federal Gazette on 20 March 2020 formed an essential basis. Good
corporate governance does not preclude deviating from the recommendations of the Code inindividual justified aspects. As a listed company, Hapag-Lloyd AG is subject to the obligation
to declare in accordance with section 161 of the German Stock Corporation Act that the recommendations of the GCGC have been and are being complied with or which recommendations
have not been or are not being applied and why not (declaration of compliance). The Executive
Board and Supervisory Board adopted a declaration of compliance in March 2022, which isavailable on the company‘s website at https://www.hapag-lloyd.com/en/company/ir/corporate-­governance/compliance-statement.html. Further details on corporate governance can be foundin the corporate governance statement.
The members of the Supervisory Board of Hapag-Lloyd AG are obliged to disclose to the Chairman of the Supervisory Board any conflicts of interest, in particular those that might arise as aresult of consulting or board functions with customers, suppliers, lenders or other third parties.
In accordance with the recommendation of the GCGC, the Supervisory Board provides infor­
mation in its report to the Annual General Meeting on any conflicts of interest that have arisen
and how they have been dealt with. There were no indications of actual or potential conflicts ofinterest in the 2022 financial year.

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Audit of the 2022 annual and consolidated financial statements
The Executive Board submitted the annual financial statements, the consolidated financial statements and the combined management report of Hapag-Lloyd AG and the proposal on theappropriation of profits to the Supervisory Board within the specified time.
KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg, audited the annual financial statements as
at 31 December 2022 prepared by the Executive Board in accordance with the provisions of theGerman Commercial Code (HGB), the consolidated financial statements prepared in accordancewith Section 315 e HGB on the basis of the International Financial Reporting Standards (IFRS), as
applicable in the European Union, as well as the combined management report and issued eachof them with an unqualified auditor’s opinion.
Before the Audit and Financial Committee made a decision on its recommendation to the Supervisory Board regarding the proposal of the external auditors to the Annual General Meeting, theexternal auditors declared that there were no business, financial, personal or other relationships
between the auditors, their corporate bodies and their lead auditors on one side and the Company and the members of its corporate bodies on the other side that could raise doubts about
the auditors’ independence. This declaration also disclosed the extent to which other services
had been provided to the Company in the previous financial year or contractually agreed for thefollowing year. Within this context, the Audit and Financial Committee verified and confirmed thatthe required independence exists. The Supervisory Board was informed of the result of this verification process before making its decision on the proposal of the external auditors to the Annual
General Meeting.
The audit engagement for the annual financial statements of the Company and the Group wasawarded by the Chairman of the Supervisory Board’s Audit and Financial Committee in accordance with the resolution of the Annual General Meeting on 25 May 2022.
The documents relating to the annual and consolidated financial statements and the appropriation of profits were examined and discussed at length at the meeting of the Audit and Financial
Committee on 28 February 2023 in preparation for the audit and the handling of these documents by the Supervisory Board in the presence of the external auditors, who gave an accountof the results of their audit, and in the presence of the Executive Board; this included questions
to the external auditors regarding the manner and scope of the audit as well as the audit result.
As a result, the Audit and Financial Committee was convinced of the correctness of the audit andthe audit report. In particular, it was also satisfied that the audit report – as well as the audit performed by the external auditors themselves – complied with all legal requirements. Within thiscontext, the external auditors also confirmed to the Audit and Financial Committee that no circumstances existed which would lead to concerns about their impartiality. Furthermore, theAudit and Financial Committee obtained a report from the external auditors on the audit of therisk early-warning system whereas the external auditors stated that the Executive Board has
appropriately implemented the measures required under Section 91 (2) AktG, in particularregarding establishment of a monitoring system, and that the monitoring system is suitable in allmaterial respects to provide reasonable assurance about the early identification of developmentsthat may affect the Company’s ability to continue as a going concern. The Audit and Financial
Committee agrees with this assessment.

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The Audit and Financial Committee made a recommendation to the Supervisory Board toacknowledge and approve the result of the audit performed by the external auditors, and since
it had no objections of its own to the documents for the annual financial statements and con­solidated financial statements along with the combined management report submitted by
the Executive Board, to approve the annual financial statements, the consolidated financial­statements and the combined management report.
The aforementioned financial statement documents, the Executive Board’s proposal on theappropriation of profits and the audit reports of the external auditors were provided to all members of the Supervisory Board in time to prepare for the Supervisory Board’s meeting on
1 March 2023.
In its meeting on 1 March 2023, the Supervisory Board discussed the results of the audit performed by the external auditors and the recommendation of the Audit and Financial Committee
and conducted its own in-depth review of them after the Executive Board had explained thedocu­ments submitted. This meeting was also attended by the external auditors, who reported
on the main results of their audit and answered questions from the Supervisory Board about themanner and scope of the audit and the audit results. The discussion also included the risk
­early-warning system. The Supervisory Board agrees with the Audit and Financial Committee’s
understanding of the effectiveness of this system. It also obtained a report from the Audit and
Financial Committee on its monitoring of the external auditors’ independence, taking into
account the non-audit services provided, and its assessment that the external auditors continue
to have the necessary independence. The Supervisory Board fully observed its increased monitoring duties, in particular with regard to the independence of the external auditors, using its corresponding guideline for the approval of non-audit services provided by the external auditors.
The Supervisory Board was satisfied that the external auditors had correctly performed the audit
and that both the audit and the audit reports complied with the legal requirements. Following its
own thorough review of the annual financial statements, the consolidated financial statements
and the combined management report (including the declaration on corporate governance), theSupervisory Board declares that it has no objections to the annual financial statements and consolidated financial statements or the combined management report. Following the recommen­
dation of the Audit and Financial Committee, the Supervisory Board acknowledged and agreed
with the external auditors’ findings. The Supervisory Board therefore approved the annual financial statements and the consolidated financial statements in its meeting on 1 March 2023. The
annual financial statements of Hapag-Lloyd AG have thereby been adopted. The Supervisory
Board agrees with the Executive Board’s assessment of the state of the Company and the Groupas expressed in the combined management report. The Supervisory Board discussed the
Execu­tive Board’s proposal on the appropriation of profits, which includes a dividend of
EUR 63.00 per dividend-eligible share, from the perspectives of the dividend policy and theshareholders’ interests. The remaining retained earnings of EUR 9,932.1 million will be carriedforward to the subsequent year. The Supervisory Board concurred with the Executive Board’s
proposal on the appropriation of profits on 9 March 2022.

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Review of the Executive Board report on relationships with affiliates
The Executive Board submitted its report on relationships with affiliated companies in the 2022
financial year (dependency report) to the Supervisory Board in a timely manner.
The external auditors audited the dependency report and issued the following unqualified auditor’s opinion:“Following our mandatory audit and assessment, we hereby confirm that:
1. the actual disclosures in this report are accurate
2.	the payments made by the Company for the legal transactions detailed in the report were notunreasonably high”
The audit report of the external auditors was also submitted to the Supervisory Board. The
dependency report and the corresponding audit report were sent to all members of the Super­visory Board in a timely manner to enable them to prepare for the discussions in the Supervisory
Board meeting on 1 March 2023.
In preparation for the Supervisory Board’s review and decision-making process, the Audit and
Financial Committee assessed the aforementioned documents in detail. The members of the
Executive Board explained the dependency report to the Audit and Financial Committee in detailin its meeting on 28 February 2023. They also answered questions from committee members.
The meeting was also attended by the external auditors, who reported on their audit, in particular
their audit focal points and the main results of their audit and explained their audit report. The
members of the Audit and Financial Committee took note of the audit report and the auditor’sopinion, critically examined them, and discussed these documents as well as the audit itself withthe external auditors. This included questions about the manner and scope of the audit and theaudit results. Consequently, the Audit and Financial Committee was able to satisfy itself of thecorrectness of the audit and the audit report. In particular, it was satisfied that the audit report –as well as the audit performed by the external auditors themselves – complied with all legal
requirements. The Audit and Financial Committee made a recommendation to the Supervisory
Board to approve the result of the audit performed by the external auditors, and since it has no
objections to the Executive Board’s statement on the dependency report, to decide on a corresponding assessment.
The Supervisory Board performed the final review in its meeting on 1 March 2023, taking into
consideration the resolution and recommendation of the Audit and Financial Committee as wellas the audit report of the external auditors. The Executive Board explained the dependency
report in this meeting and answered questions from Supervisory Board members. The external
auditors also attended this meeting, reported on their audit of the dependency report and theirmain audit results, explained their audit report, and answered questions from Supervisory Board
members, in particular regarding the manner and scope of the dependency report audit and theaudit results.

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Based on this, the Supervisory Board reviewed the legal transactions detailed in the report on
the relationships with affiliates to determine whether the payments made by the Company were
not unreasonably high in consideration of the circumstances that were known at the time they
were made or whether disadvantages had been offset. To enable this, the Supervisory Board
obtained an explanation of the most important legal transactions, which formed the basis for thepayments made by the Company and the services received in return. In doing so, and on thebasis of the report provided by the Audit and Financial Committee, the Supervisory Board wasconvinced of the correctness of the dependency report audit and the audit report. In particular,
it was satisfied that the audit report – as well as the audit performed by the external auditors
themselves – complied with all legal requirements. The Supervisory Board reviewed the dependency report with regard to its accuracy in particular and also verified that the affiliates were identified with the necessary diligence and that all precautions necessary for recording legal transactions and measures which are subject to reporting requirements were taken. This review did not
identify any reasons for objections to the dependency report. Following the recommendation of
the Audit and Financial Committee, the Supervisory Board agreed with the result of the dependency report audit by the external auditors. Based on the final results of the Supervisory Board’s
own review of the dependency report, there are no objections to the Executive Board’s statementon the dependency report.
The Supervisory Board thus performed its own review of the Executive Board’s dependency
report and the external auditors’ audit report.
Audit of the non-financial report 2022
The Executive Board submitted the separate non-financial report of Hapag-Lloyd AG to themembers of the Supervisory Board in good time for them to prepare their own audit. The Supervisory Board commissioned an external audit of the content of the non-financial report within thecontext of obtaining limited assurance KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt,
performed an external audit of the content of the non-financial report in accordance with theInternational Standard on Assurance Engagements (ISAE) 3000 (Revised) within the context ofproviding limited assurance and issued an unqualified auditor’s opinion. After conducting its own
independent review of the non-financial report 2022, the Supervisory Board raised no objections.
In its meeting on 1 March 2023, the Supervisory Board addressed the result of the audit of thenon-financial report and conducted its own in-depth review of it after the Executive Board had
explained the documents submitted and in the presence of the auditors, who gave an accountof the results of their audit. Consequently, the Supervisory Board was able to satisfy itself of thecorrectness of the audit and the audit report. It thus acknowledged and agreed with the auditors’
findings and adopted the non-financial report in its meeting on 1 March 2023.
At the same meeting, the Supervisory Board also awarded the audit engagement for the non-­financial report for the current financial year to an external auditor.

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Acknowledgement
The Supervisory Board would like to express its sincere thanks to the employees and the
Executive Board of the Hapag-Lloyd Group for their great personal commitment and theirvery successful work over the last financial year.
Adoption of the report
The Supervisory Board adopted this report by a resolution on 1 March 2023 in accordancewith Section 171 (2) AktG.
Hamburg, 1 March 2022
For the Supervisory Board

Michael Behrendt(Chairman of the Supervisory Board)

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D eclaration on corporate go v ernance

DECLARATION ON CORPORATE
GOVERNANCE

PRINCIPLES OF CORPORATE GOVERNANCE AND CORPORATE STRUCTURE
Corporate governance comprises all principles relating to the management and monitoringof a company. Within this meaning, corporate governance is an expression of good andresponsible corporate management and is an integral part of Hapag-Lloyd‘s management
philo­sophy. In this declaration on corporate governance, Hapag-Lloyd therefore reports on
the Com­pany‘s governance in accordance with Sections 289f (1) and 315d of the German
Commercial Code (HGB). The principles of corporate governance pertain, in particular, tocooperation within the Executive Board, the Supervisory Board, and between the two boards
as well as between the corporate bodies and the shareholders, in particular, in the Annual
General Meeting. They also pertain to the relationship between the Company and otherpersons and institutions that have a business relationship with Hapag-Lloyd.
Commitment to the German Corporate Governance CodeHapag-Lloyd AG is a listed corporation in accordance with German law. For Hapag-Lloyd,
the starting point for ensuring responsible management and control of the Company that isgeared towards sustainable appreciation is, in addition to compliance with the applicable laws,ac­ ommitment to the German Corporate Governance Code (GCGC) in the version of 16 December 2019 (GCGC 2020) published in the official section of the Federal Gazette (Bundesanzeiger)on 20 March 2020.
As in the past, the Executive Board and Supervisory Board of Hapag-Lloyd AG gave a great dealof attention to the corporate governance system of the Company in the reporting year. The Executive Board and the Supervisory Board are committed to responsible corporate governanceand identify with the objectives of the GCGC. The basis for this were the recommendations andsuggestions of the GCGC 2020. According to the preamble of the GCGC 2020, in the interestsof good corporate management and an active corporate governance culture, responsible cor­porate governance does not preclude non-compliance with individual provisions of the code if
the deviations are justified due to the specifics of the Company. In addition, the focus has shiftedto the new German Corporate Governance Code (GCGC) in the version of 24 April 2022 that was
published in the official section of the Federal Gazette (Bundesanzeiger) on 27 June 2022, which
will form the basis for the next scheduled Declaration of Conformity.

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INFORMATION ON CORPORATE MANAGEMENT AND CORPORATE GOVERNANCE
Declaration of Conformity with the German Corporate Governance Code (GCGC)
pursuant to Section 161 of the German Stock Corporation Act (AktG)
Section 161 of the German Stock Corporation Act (AktG) requires the Executive Board andSupervisory Board of Hapag-Lloyd AG to issue an annual statement indicating that the recommendations by the „Government Commission for the German Corporate Governance Code“,
published by the German Federal Ministry of Justice and Consumer Protection in the official­section of the Federal Gazette (Bundesanzeiger) were and are being complied with, or which
recommendations were not or are not being followed and why. The statement must be madepermanently available to the public on the Company‘s website.
Statement by the Executive Board and the Supervisory Board of Hapag-Lloyd
Aktiengesellschaft on the recommendations of the German Corporate Governance
Code Commission pursuant to Section 161 of the German Stock Corporation Act(AktG)
	The Executive Board and the Supervisory Board of Hapag-Lloyd Aktiengesellschaft hereby
declare that the Company has, since its last Declaration of Conformity in March 2021, complied and will in future comply with the recommendations of the German Corporate Governance Code Commission in the version of 16 December 2019 that was published in the official section of the Federal Gazette (Bundesanzeiger) on 20 March 2020 (GCGC 2020) withthe following exceptions:• As a purely precautionary measure, a deviation from Recommendations C.7, C.10
sentence 1 var. 2, sentence 2 and D.4 sentence 1 GCGC 2020 is declared.
		According to Recommendation C.7 GCGC 2020, more than half of the shareholder
representatives on the Supervisory Board shall be independent from the Company
and its Executive Board. When assessing the independence of their members fromthe Company and its Executive Board, the shareholder representatives shall in par­ticular take into account whether the Supervisory Board member (I) holding a positionof responsibility at a company outside the Group currently has or has had a significant
business relationship with the Company or a company controlled by the latter or(ii) has been a member of the Supervisory Board for more than 12 years. Of the eightshareholder representatives on the Supervisory Board of Hapag-Lloyd Aktiengesellschaft, four hold positions of responsibility (in group companies) of the core share­
holders of Hapag-Lloyd Aktiengesellschaft: Dr Isabella Niklas being Spokeswoman of
the Management Board of Hamburger Gesellschaft für Vermögens- und Beteiligungs­
management mbH (HGV), José Francisco Pérez Mackenna being Chief Executive­O fficer of Quiñenco S.A. in Chile (Quiñenco), Oscar Eduardo Hasbún Martínez being
Chief Executive Officer of Compañía Sud Americana de Vapores S.A. in Chile (CSAV)
and Karl Gernandt being Executive Chair of Kühne Holding AG in Switzerland (Kühne).
Hapag-Lloyd Aktiengesellschaft maintains significant business relationships with thegroup companies of HGV; the Quiñenco Group, to which CSAV belongs; and the Kühne
Group. Moreover, Mr Gernandt has been a member of the Supervisory Board of
Hapag-Lloyd Aktiengesellschaft for more than 12 years. These circumstances indicate
a lack of independence from the Company within the meaning of the GCGC 2020

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D eclaration on corporate go v ernanceon the part of Dr Isabella Niklas, José Francisco Pérez Mackenna, Oscar Eduardo­Hasbún Martínez and Karl Gernandt. A deviation from Recommendation C.7 GCGC
2020 is therefore declared as a precautionary measure.
Moreover, according to Recommendation C.10 sentence 1 var. 2, sentence 2 and D.4
sentence 1 GCGC 2020, the Chair of the Audit Committee shall also be independent
from the Company, the Executive Board and the controlling shareholder. The Chair of
the Audit and Financial Committee of Hapag-Lloyd Aktiengesellschaft, Karl Gernandt,
is also the managing director of a shareholder with a significant direct interest in
Hapag-Lloyd Aktiengesellschaft with whom, as described above, there exists also asignificant business relationship. Against the background of the unclear prerequisitesof the concept of independence from a controlling shareholder and the indicators of alack of independence from the Company fulfilled in the present case, a deviation from
Recommendation C.10 sentence 1 var. 2, sentence 2 and D.4 sentence 1 GCGC 2020
is declared as a precautionary measure as well. The Supervisory Board is convincedthat the exercise of the office of Chair of the Audit and Financial Committee by Mr. Gernandt is in the interest of the Company and all its shareholders, as Mr. Gernandt is perfectly suited to chair the Audit and Financial Committee. In addition, it is to be assumed
that other candidates for the Chair of the Audit and Financial Committee may lack therequired independence within the meaning of Recommendation C.10 sentence 1 var. 2,
sentence 2 and D.4 sentence 1 GCGC 2020 for similar reasons.
Besides, there are no doubts as to the independent exercise of their offices by the four
aforementioned members of the Supervisory Board.
• Recommendation G.10 GCGC 2020 is not complied with. According to this Recommendation, the variable remuneration amounts granted to the Executive Board member
shall be predominantly invested in Company shares by the respective Executive Board
member. Granted long-term variable remuneration components shall be accessible to
Executive Board members only after a period of four years. Due to the low level of theshares in free float, the Company’s Executive Board remuneration system does neither
provide for share-based remuneration, nor for any multi-year holding obligation.
		Furthermore, on 9 March 2022 the Supervisory Board passed changes to the remuneration system for the Executive Board resolved on 17 March 2021 by the Supervisory
Board. In principle, existing contracts for Executive Board members are to be adjusted
so that the remuneration is based retrospectively as of 1 January 2022 on the changed
remuneration system for the Executive Board. For the period from the last declarationof conformity in March 2021 to 9 March 2022 or the retrospective implementation of
the new remuneration system, Hapag-Lloyd Aktiengesellschaft did not comply withthe following recommendations of the GCGC 2020:• Recommendation G.1, bullet 3 GCGC 2020 was so far partly not complied with.
According to this Recommendation, the financial and non-financial performance criteria
relevant for the granting of variable remuneration components are to be defined.

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D eclaration on corporate go v ernance47		The remuneration system for the members of the Executive Board of Hapag-Lloyd
Aktiengesellschaft resolved on 17 March 2021 by the Supervisory Board, which applied
to new contracts to be concluded or contract extensions until 31 December 2021,
did not provide for any already applicable or specific non-financial performance criteria;
an individual performance criterion for short-term variable remun­eration was not
specified. In the former opinion of the Supervisory Board, it was not in the interestof the Company to provide for specific non-financial performance criteria in the remuneration system, as this would have restricted the Supervisory Board‘s scope for action
in response to Company-specific developments not insignificantly. An individual performance criterion had not been included with regard to short-term variable remuneration,
as it was the former opinion of the Supervisory Board the assessment of this remuneration component on the basis of EBIT was in the interest of the Company. At that time,
however, the Supervisory Board intended to include non-financial performance criteria
in the remuneration system. This was already laid down in the principles of the remuneration system effective until 31 December 2021, which aimed, among other things, topromote the sustainable development of the Company through the remuneration of the
Executive Board.
• As a precautionary measure, a deviation from Recommendation G.7 GCGC 2020
was declared. According to this Recommendation, the Supervisory Board shalldetermine the performance criteria and all variable remuneration components foreach Executive Board member for the respective upcoming financial year, whichshall - in addition to operational objectives - primarily be based on strategic objectives.
The remuneration system for the Executive Board of Hapag-Lloyd Aktiengesellschaft
resolved on 17 March 2021 by the Supervisory Board focused on operational objectives, i.e. EBIT(DA) developments and average Return on Invested Capital. However,these criteria were derived from the Company’s strategy, so that this also promoted
the Company’s sustainable value creation.
The revised remuneration system for the Executive Board resolved on 9 March 2022
by the Supervisory Board will be submitted to the annual general assembly for approvalon 25 May 2022.
In the case of any inconsistency, the German version of this declaration prevails over the
English one.
Hamburg, March 2022
Executive Board and Supervisory Board
Hapag-Lloyd Aktiengesellschaft
The current Declaration of Conformity can be found at https://www.hapag-lloyd.com/en/company/ir/corporate-governance/compliance-statement.html
In addition to compliance with these accepted principles, Hapag-Lloyd‘s own guidelines andstandards contribute to good corporate management and sustainable corporate developmentof the Company as well.
Already in 2010, Hapag-Lloyd introduced a Code of Ethics that articulates Hapag-Lloyd‘scommitment to act lawfully, sustainably and with integrity, and to display social responsibility.

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D eclaration on corporate go v ernance

The Code of Ethics is subject to regular review and is intended to serve employees as a guidelinein performing their responsibilities and defines the basic values of the Company. It serves, in­par­ticular, as a guideline on how to treat customers, suppliers and competitors fairly and also
addresses conduct within the Company.
Hapag-Lloyd believes that it is not only important that its employees are responsible and comply
with high legal and ethical standards, but also views itself as a company that particularly values
environmental protection, high quality standards, economic viability, and the health and safety of
its employees.
This ethos is firmly anchored in the Company‘s sustainability policy. The Company‘s sustainability
policy can be found at https://www.hapag-lloyd.com/en/company/responsibility/sustainability/
strategy.html#anchor_7069f7
The significant importance of quality and environmental protection at Hapag-Lloyd is alsor­ eflected in the globally applicable integrated quality and environmental management system(ISO 9001 and 14001). Hapag-Lloyd uses this system to cover all the activities along its global
transportation chain. Detailed information about Hapag-Lloyd‘s quality and environmental protection programmes can be found at https://www.hapag-lloyd.com/en/company/responsibility/
sustainability/strategy.html
Information on relevant corporate management practices
Corporate governance
Apart from the exceptions mentioned and justified in the Declaration of Conformity, the Company
follows the recommendations of the German Corporate Governance Code (see above).
Compliance
At Hapag-Lloyd, compliance has top priority, as do high quality standards, proactive environmental protection and sustainability in management and all operational processes. The Company
expressly commits to fair competition as well as compliance with all national and internationallaws that apply to Hapag-Lloyd, in particular with regard to corruption, bribery and price fixing.
Any internal or external violations of applicable law are strictly opposed and are not tolerated inany way. Hapag-Lloyd will under no circumstances accept any such legal violations and willlegally pursue them. Hapag-Lloyd has a Code of Ethics which clearly spells out the respective
conduct instructions (see above and below).
To prevent breaches of compliance, the Executive Board has implemented a range of measures
as part of the compliance management system. These include mandatory compliance training,which every employee worldwide must complete, as well as a whistle-blower system, which allows violations to be reported anonymously.
The compliance programme of Hapag-Lloyd AG, the implementation of which is seen to by thecompliance organisation and the legal department, primarily consists of anti-competition andantitrust law, combating corruption, preventing fraud, and compliance with applicable embargoes and sanctions.

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Compliance organisation
The central Global Compliance team, which reports directly to the Chief Executive Officer ofHapag-Lloyd AG, as well as the compliance officers in the regional centres and the national affiliates, ensure that the Hapag-Lloyd compliance programme is implemented across the Group,for example through online and on-site training sessions. The Executive Board and the Super­visory Board are regularly updated via compliance reports.
The compliance organisation of Hapag-Lloyd makes it possible to fundamentally implement
measures as part of the compliance programme which ensure that the Company complies withlaws and internal and external guidelines.
Compliance organisation
Global Compliance Team

Chief Compliance Officer – Daniel von Below

Regional­Compliance
Officer

Global ­ComplianceTeam Hamburg

Regional­Compliance­OfficerCompliance
Officer

Regional­Compliance
Officer

Regional­Compliance
Officer

Region North &Latin America

Corporate &Region
North Europe

RegionSouth Europe

AfricaRegionMiddle East

Region Asia

Areas & QSCs
Local Compliance
Officers

Areas
Local Compliance
Officers

Areas & QSCs
Local Compliance
Officers

Areas
Local Compliance
Officers

Areas & QSCs
Local Compliance
Officers

Areas & QSCs
Local Compliance
Officers

Code of Ethics
The global Code of Ethics reflects the corporate culture of Hapag-Lloyd and defines the basic
values and expectations regarding the conduct of executives and employees, with regard to bothinternal and external relationships. This code summarises the principles governing fair dealings
with each other as well as with the customers and business partners of Hapag-Lloyd (see above).
Corporate responsibility
Hapag-Lloyd, with its long-standing tradition as a global company, bears a social responsibility
towards its customers, employees, investors and the general public. Hapag-Lloyd therefore
regards compliance with individual rights, laws and internal guidelines as the foundation of its
own corporate and economic activities. The global focus and strategy of profitable growthrequire a common system of values and principles which serves as a code of conduct for all
employees.
Hapag-Lloyd‘s compliance organisation helps to incorporate and permanently embed the aforementioned values in the corporate structure. It ensures that the compliance programme is implemented globally.
The aforementioned important documents that outline the approach of the Hapag-Lloyd Groupcan be found online at https://www.hapag-lloyd.com/en/company/responsibility/compliance/
overview.html

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D eclaration on corporate go v ernanceTransparency
Informing the general public in a timely and consistent manner is an important element ofgood corporate governance for Hapag-Lloyd. The business development, corporate strategy
and business model of Hapag-Lloyd are explained in particular in the financial reports, theannual report and investor relations presentations. In addition, details about the shareholder
structure, Hapag-Lloyd‘s share and the terms and conditions of Hapag-Lloyd‘s issued bondare available. For this purpose, extensive information is available on the Hapag-Lloyd website
in the Investor Relations section (https://www.hapag-lloyd.com/en/company/ir.html).
Our financial calendar provides a quick overview of the key publication dates. The most
up-to-date financial calendar is available at https://www.hapag-lloyd.com/en/company/ir/
calendar-events/financial-calendar.html
Mandatory publications under capital market law – such as ad-hoc notifications, voting right­notifications and information about managers‘ transactions – can be found at https://www.
hapag-lloyd.com/en/company/ir/financial-news/financial-news.html
Composition and functioning of the Executive Board and Supervisory Board
The German Stock Corporation Act (AktG) is the legal basis of the corporate governance ofHapag-Lloyd AG. It is further enhanced by the Company‘s articles of association and the pro­visions of the GCGC 2020 (see above).
The Executive Board manages the business of Hapag-Lloyd AG and represents the Company.
It manages the Company under its own responsibility for the benefit of the Company, i.e. taking
into consideration the interests of shareholders, employees and all other groups associated with
the Company (stakeholders) and pursues the goal of sustainable value creation. It also develops
the corporate strategy and controls and manages its implementation. The Executive Board­ensures that the legal provisions and internal guidelines are complied with and that the Groupcom­panies follow them (compliance). It has also implemented an effective internal control andrisk management system. It closely collaborates with the other corporate bodies for the benefitof the Company.
The Supervisory Board has issued rules of procedure for the Executive Board. These rules stipulate the division of responsibilities within the Executive Board and the transactions and measuresthat require a resolution by the entire Executive Board. The rules of procedure also include a listof transactions that may only be performed with the approval of the Supervisory Board.
The Executive Board had four members as at the balance sheet date. The Executive Board
members work together cooperatively and continually update each other about important­meas­ures and events in their business areas. In general, the Executive Board passes resolutions
during regularly scheduled meetings. One member, Mr Rolf Habben Jansen, was appointed
Chief Executive Officer. The Chief Executive Officer coordinates the work of the Executive Board
members and the provision of information to the Supervisory Board. He also keeps in regularcontact with the Chair of the Supervisory Board. Resolutions require a simple majority. If the voteis tied, the Chief Executive Officer has the casting vote.

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As at 31 December 2022, the members of the Executive Board were Rolf Habben Jansen (Chief
Executive Officer), Mark Frese, Dr Maximilian Rothkopf and Donya-Florence Amer. Up-to-date
information about the Executive Board members‘ responsibilities and their CVs can be foundon the company website at https://www.hapag-lloyd.com/en/company/about-us/management/
overview.html
Members of the Executive Board of Hapag-Lloyd AG (31 December 2022)
Mr Rolf Habben Jansen
Born in 1966

Member of the Executive Board/CEOFirst appointment:

Member of the Executive Board of Hapag-Lloyd AG since 2014
Chief Executive Officer of Hapag-Lloyd AG since 2014

Current appointment:

Until 31 March 2027

Ms Donya-Florence Amer
Born in 1972

Member of the Executive Board/CIO, CHROFirst appointment:

Member of the Executive Board of Hapag-Lloyd AG since 2022

Current appointment:

Until 31 January 2025

Mr Mark Frese
Born in 1964

Member of the Executive Board/CFO, CPO

First appointment:

Member of the Executive Board of Hapag-Lloyd AG since 2019

Current appointment:

Until 30 November 2027

Mr Dr Maximilian Rothkopf
Born in 1980

Member of the Executive Board/COO

First appointment:

Member of the Executive Board of Hapag-Lloyd AG since 2019

Current appointment:

Until 30 April 2027

According to a resolution of the Supervisory Board on 11 November 2021, Ms Donya-FlorenceAmer was appointed as a new Executive Board member with effect from 1 February 2022. As
Chief Information Officer, Ms Amer took charge of IT, the new Executive Board position createdon 1 February 2022. She also assumed responsibility for Human Resources as Chief Human
Resources Officer (Labour Director) on 1 May 2022 due to Mr Schlotfeldt‘s departure from the
Executive Board on 30 June 2022. Our Chief Financial Officer, Mr Mark Frese, has additionallybeen in charge of the Company‘s procurement activities since 1 May 2022 as Chief Procurement
Officer.
The Supervisory Board works with the Executive Board to ensure that there is long-term succession planning for the Executive Board. When examining candidates for an Executive Board position, the Supervisory Board believes that the key suitability criteria are the candidates‘ specialist
qualifications for the position in question, leadership qualities, previous performance and knowledge of the Company‘s business model. The Supervisory Board has adopted a diversity

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D eclaration on corporate go v ernanceconcept for the composition of the Executive Board that takes account of the recommendationsof the GCGC 2020 and ensures that diversity is taken into consideration with regard to the composition of the Executive Board. For new appointments to Executive Board positions, mostrecently with the addition of the position of Chief Information Officer to the Executive Board in
the 2021 financial year, the diversity concept adopted for the Executive Board has been taken
into account. The current composition of the Executive Board reflects its diversity concept.
The diversity concept for the Executive Board comprises the following components:• The target set by the Supervisory Board for the percentage of women on the Executive Boardin accordance with Section 111 (5) of the German Stock Corporation Act (AktG);• Appointments as a member of the Executive Board should end one year after the member’s
65th birthday as a rule. However, this age will increase in line with changes to the regulatory
age limit in the statutory retirement pension system, and the Supervisory Board reserves theright to make exceptions in individual cases;• Executive Board members should have long-standing managerial experience and, if possible,
experience from a range of different professions;• At least two Executive Board members should have international managerial experience;• The Executive Board as a whole should have long-standing experience in the areas of financeand human resource management.
The Executive Board and the Supervisory Board of Hapag-Lloyd AG work together closely and in
confidence for the benefit of the Company. The Executive Board and the Supervisory Board arejointly responsible for ensuring that the Supervisory Board is provided with adequate information.
The Executive Board reports to the Supervisory Board pursuant to Section 90 of the German
Stock Corporation Act (AktG) and in accordance with the rules of procedure of the Supervisory
Board and Executive Board. It informs the Supervisory Board regularly, promptly and comprehensively about all questions relevant to the Company and the Group relating to strategy, planning, business development, the internal control and risk management system, and adherence
to compliance guidelines. If the course of business deviates from the set plans and objectives,
the Executive Board addresses this and provides reasons.
The Executive Board agrees the strategic orientation of the Company with the Supervisory Boardand they regularly discuss the status of the strategy implementation. Furthermore, the Executive
Board promptly submits to the Supervisory Board the transactions and measures that require
the approval of the Supervisory Board pursuant to the articles of association or the rules of­procedure of the Executive Board such as the Group‘s annual budget. In individual cases, theSuper­visory Board may make other transactions and measures subject to its approval.
The Executive Board members must act in the interest of the Company. Members of the­E xecutive Board may not pursue personal interests in their decision-making or use for theirown advantage business opportunities that have arisen for the Company.
Executive Board members are subject to a comprehensive non-compete agreement while working for the Company. They may only enter into other commitments, especially positions onsupervisory boards at companies that are not associated companies of Hapag-Lloyd AG, withthe approval of the Supervisory Board. If they do accept such offices with the approval of theSupervisory Board, the Executive Board member in question performs the role in a personal

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capacity – adhering to their strict obligation of confidentiality and the strict separation of theiractivities as a member of the Company‘s Executive Board. Each Executive Board member isrequired to immediately disclose any conflict of interest to the Supervisory Board and the Chief
Executive Officer and to inform the other Executive Board members as well.
No conflicts of interest arose among members of the Executive Board of Hapag-Lloyd AG in
the 2022 financial year.
All transactions between the Company or one of its Group companies on one side and the
Executive Board members and persons or undertakings close to them on the other side must
adhere to customary industry standards (related party transactions). Related party transactions
that require the approval of the Supervisory Board in accordance with Sections 111a et seq. of
the German Stock Corporation Act (AktG) must be disclosed. There was a corresponding dis­closure obligation in the reporting period due to the share purchase agreement concluded on
4 October 2022 between the Company and Sociedad Matriz SAAM S.A. as well as its subsidiary
SAAM Inversiones SpA for the acquisition of the Chilean-based companies SAAM Ports S.A. and
SAAM Logistics S.A. as well as an associated real estate portfolio. The contractual parties aredefined as related parties within the meaning of Sections 111a et seq. of the German Stock Corporation Act (AktG). The vendors belong to the group of Chilean-based Quiñenco S.A., whichindirectly holds a 30% stake in the Company via CSAV S.A. The purchase price is approximately
USD 1 billion.
Hapag-Lloyd AG has taken out pecuniary damage liability insurance (D&O insurance) for themembers of the Executive Board and the Supervisory Board. For the Executive Board members,
an excess of 10% of the damages up to 1.5 times the fixed annual remuneration of the Executive
Board member in question has been agreed. Finally, a D&O insurance policy is in place for themembers of the Supervisory Board. This covers statutory liability arising from their Supervisory
Board activities. A deductible is provided for the insured event.
The Supervisory Board of Hapag-Lloyd AG advises the Executive Board on the management of
the Company and monitors its business administration. It appoints the members of the Executive
Board, removes them if necessary, and appoints one of the members as the Chief Executive Officer. It determines the remuneration of the Executive Board members. It reviews the annual financial statements and the consolidated financial statements and is responsible for their approval
and adoption. It also reviews the Executive Board‘s proposal on the appropriation of profits aswell as the combined management report. The Supervisory Board has issued rules of procedurethat govern its work. These can be found at https://www.hapag-lloyd.com/en/company/ir/corporate-governance/rules-of-procedure-for-the-supervisory-board.html
In accordance with Recommendation D.13 GCGC 2020, the Supervisory Board regularly assesses how effectively the Supervisory Board and its committees fulfil their tasks. Based on an evaluation questionnaire that was filled out by the Supervisory Board members in advance, theresults of the previous self-assessment were discussed in the Supervisory Board meeting on
27 May 2021. The assessment established that overall, a constructive working relationship existsthat is based on mutual trust between Supervisory Board members and also with the Executive
Board. Suggestions submitted in the self-assessment are taken into consideration in the ongoingwork of the Supervisory Board. The Supervisory Board also evaluates its work and that of thecommittees on an ongoing basis.

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The Executive Board requires the approval of the Supervisory Board for decisions of an­important and fundamental nature that are specified in a list of business transactions requiring
approval. These include, for example:• The approval of the business plan and annual budget;• Investments of over EUR 100 million, unless already included in the annual budget;• Access to assets with a value of more than EUR 75 million, unless already includedin the annual budget;• Legal transactions between the Company or a subsidiary of the Company and an affiliatedcompany within the meaning of Section 15 et seq. of the German Stock Corporation Act(AktG), insofar as these are not part of regular business operations or are not conducted
at arm’s length;• Borrowing outside of the annual budget with an amount of more than EUR 75 million;• Acceptance of sureties, guarantees or similar liabilities as well as the provision of collateral,in each case for third-party liabilities outside of regular business operations, if the value inindividual cases exceeds EUR 2 million;• Conclusion, amendment or termination of contracts with businesses within the meaningof Sections 291 et seq. of the German Stock Corporation Act (AktG) in which the Company
has an investment;• Related party transactions that require approval within the meaning of Sections 111a et seq.
of the German Stock Corporation Act (AktG).
The Supervisory Board currently consists of 16 members.
The Supervisory Board is subject to the German Co-Determination Act (MitbestG). Accordingly,
the eight shareholder representatives are generally elected by the Annual General Meeting andthe eight employee representatives are elected in accordance with the provisions of the German
Co-Determination Act (MitbestG). As the Company‘s employees were working from home due tothe COVID-19 pandemic and the company elections not initiated until August 2022 could not yet
be completed, all employee representatives were court-appointed as at the reporting date.
Ms Silke Muschitz was court-appointed to the Supervisory Board as a senior staff member andemployee representative with effect from 14 September 2022, as Mr Arnold Lipinski left theSupervisory Board as at 31 July 2022.
Each member of the Supervisory Board is required to act in the interest of the Company and may
not pursue personal interests in their decision-making or use for their own advantage business
opportunities that have arisen for the Company. Supervisory Board members must disclose any
conflict of interest to the Chair of the Supervisory Board. This member is excluded from participating in resolutions at Supervisory Board meetings involving the matter where the conflict ofinterest exists. The Supervisory Board will outline any conflicts of interest that have arisen andhow they were dealt with in its report to the Annual General Meeting. If a Supervisory Board
member has a conflict of interest which is significant and not just temporary, this should leadto the termination of their position.
Any consulting agreements or other service agreements between a Supervisory Board member
and the Company require the approval of the Supervisory Board. Such agreements and conflictsof interest among Hapag-Lloyd AG Supervisory Board members did not exist in the 2022 financial year. The Supervisory Board has issued rules of procedure that also govern the formation

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and responsibilities of the committees. The rules of procedure can be found on the Company‘s
website. Two ordinary Supervisory Board meetings are held in every calendar half-year. In add­
ition, Supervisory Board meetings may be convened as needed and/or resolutions passed by theSupervisory Board outside of meetings. If voting on the Supervisory Board is tied and a second
vote results in another tie, the Chair of the Supervisory Board has the casting vote.
Composition goals and diversity concept for the Supervisory Board
The composition of the Supervisory Board must ensure that the body as a whole has the necessary knowledge, abilities and specialist experience to perform its roles properly. Each memberof the Supervisory Board must ensure that they have enough time to perform their Supervisory
Board role.
The Supervisory Board has set itself goals for its composition and drawn up a competence­profile for the body. Together with the statutory gender quota, these composition goals form thediversity concept, which ensures that the body has a diverse composition. When proposing
resolutions to the Annual General Meeting for regular Supervisory Board elections and the­election of a new Supervisory Board member, the composition goals and the diversity concept
must be taken into consideration.
Goals for the composition of the Supervisory Board
The Supervisory Board has set the following goals for its composition:• At least one seat on the Supervisory Board on the shareholder side for one person with nopotential conflicts of interest who is independent within the meaning of Recommendation C.6
and C.7 (1) GCGC 2020;• The Supervisory Board should not have more than two former members of the Executive
Board in accordance with Recommendation C.11 GCGC 2020;• In general, persons who have reached the age of 70 or who have been on the Supervisory
Board of the Company for more than 20 years at the time of the election should not be
considered for nomination.
Competence profile for the Supervisory Board
The Supervisory Board has drawn up the following competence profile for itself:• At least two Supervisory Board seats for individuals with in-depth knowledge and/or­experience of regions outside of Germany in which the Hapag-Lloyd Group conducts a
substantial volume of business, due to their background or professional experience withan international relevance;• At least one Supervisory Board seat for an individual who has expert knowledge within
the fields of accounting or auditing and is thus regarded as a financial expert in accordancewith Section 100 (5) of the German Stock Corporation Act (AktG);• At least two Supervisory Board seats for individuals with in-depth knowledge of andexperience in the fields of risk management and controlling;• At least two Supervisory Board seats for individuals with knowledge of the shipping
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D eclaration on corporate go v ernance• At least two Supervisory Board seats for individuals with experience in managing orcontrolling a major company;• At least two Supervisory Board seats for individuals with particular knowledge in thefields of corporate governance and compliance;• At least two Supervisory Board seats for individuals with particular knowledge of humanresources;• At least one Supervisory Board seat for an individual with particular knowledge of
information technology or digitalisation.
Diversity concept for the Supervisory Board
The diversity concept for the Supervisory Board comprises the following components:• Goals for the composition of the Supervisory Board;• Competence profile for the Supervisory Board;• The gender quota of 30%, which is already legally required for the composition of theSupervisory Board of Hapag-Lloyd AG in accordance with Section 96 (2) of the German
Stock Corporation Act (AktG) and must be complied with accordingly.
As per a self-assessment by the Supervisory Board, it conformed with these goals for its com­position on the reporting date of 31 December 2022. In particular, the Supervisory Board fulfilled
the goal requiring that at least one representative on the shareholder side be independent on thereporting date. In this regard, the shareholder representatives Mr Turqi Alnowaiser, H.E. Sheikh
Ali bin Jassim Al-Thani and Mr Michael Behrendt were classified as independent within the meaning of GCGC 2020. The goals set for the Supervisory Board have been taken into account forelection proposals to the Annual General Meeting and most recently for the election of five
Supervisory Board members at the Annual General Meeting on 25 May 2022. The Supervisory
Board and its Nomination Committee will ensure that the objective continues to be fulfilled.
The CVs of the Supervisory Board members can be found on the company website at https://www.hapag-lloyd.com/en/company/about-us/management/supervisory-board.html

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Members of the Supervisory Board of Hapag-Lloyd AG:
Michael Behrendt(Chair of the Supervisory Board)

Arnold Lipinski (until 31 July 2022)
Head of Fleet Management (until 31 July 2022)
Hapag-Lloyd AG, Hamburg

Klaus Schroeter
Tariff Coordinator, Departments of Transport

Silke Muschitz (since 14 September 2022)

and Special Services, ver.di – Vereinte

Head of Fleet Management­Dienstleistungsgewerkschaft(service workers‘ union), Berlin

Hapag-Lloyd AG, Hamburg(First Deputy Chair of the Supervisory Board)

Sabine Nieswand
Chair of the Works Council

Oscar Eduardo Hasbún Martínez

Hapag-Lloyd AG, Hamburg

Chief Executive Officer
Compañía Sud Americana de Vapores S.A.,Dr Isabella Niklas

Santiago de Chile, Chile(Second Deputy Chair of the Supervisory

Spokeswoman of the Management

Board until 25 May 2022)

für Vermögens- und Beteiligungs-

HGV Hamburger Gesellschaft
management mbH, Hamburg

Karl Gernandt
President

José Francisco Pérez Mackenna

Kühne Holding AG, Schindellegi, Switzerland(Second Deputy Chair of the Super­visory

Chief Executive Officer
Quiñenco S.A., Santiago de Chile, Chile

Board since 25 May 2022)
Felix Albrecht

Dr Andreas Rittstieg(since 25 May 2022)

Chair of the Marine Works Council

Lawyer, Hamburg

Hapag-Lloyd AG, Hamburg
Maya Schwiegershausen-Güth
Turqi Alnowaiser

Head of National Aviation & Maritime Section,

Deputy Governor andver.di Federal Administration, Berlin

Head of International Investments
Public Investment Fund, Riyadh,

Svea Stawars

Kingdom of Saudi Arabia

Commercial Clerk
Hapag-Lloyd AG, Hamburg

H. E. Sheikh Ali bin Jassim Al-Thani
Advisor to the CEO

Uwe Zimmermann

Qatar Investment Authority, Doha, Qatar

Commercial Clerk
Hapag-Lloyd AG, Düsseldorf

Nicola Gehrt (until 25 May 2022)
Director
Head of Group Investor Relations
TUI Group, Hanover
Annabell Kröger
Commercial Clerk
Hapag-Lloyd AG, Hamburg

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D eclaration on corporate go v ernanceSupervisory Board committees
During the past financial year, the Supervisory Board formed the following committees:
In order to efficiently handle its responsibilities, the Supervisory Board has set up a total of fourcommittees that prepare the resolutions of the Supervisory Board and the topics to be discussed
during board meetings. To the extent this is legally permitted, the Supervisory Board may in certain situations transfer decision-making authority to its committees. The Supervisory Board has
established a Presidential and Personnel Committee, an Audit and Financial Committee, aNomin­ation Committee and a Mediation Committee in accordance with Section 27 (3) of the­German Co-Determination Act (MitbestG) as permanent committees.
Supervisory Board and committees of Hapag-Lloyd AG

Supervisory Board
16 members
8 employee representatives
8 shareholder representatives

Presidential andPersonnel Committee

Audit andFinancial Committee

Mediation
Committee

Nomination
Committee

10 members
5 employee representatives
5 shareholder representatives

8 members
4 employee representatives
4 shareholder representatives

4 members
2 employee representatives
2 shareholder representatives

5 members
5 shareholder representatives(1)	The Presidential and Personnel Committee coordinates the work of the Supervisory
Board and its committees. It generally prepares the Supervisory Board meetings and monitors the execution of the resolutions passed by the Supervisory Board. The Presidential andPersonnel Committee also prepares the Supervisory Board‘s decisions on the appointment
and dismissal of Executive Board members and on the Executive Board‘s remuneration anddecides on the conclusion, amendment and termination of employment contracts with Executive Board members, although the decision on remuneration rests with the Supervisory
Board.
Members:
	Michael Behrendt (Chair), Felix Albrecht, Sheikh Ali bin Jassim Al-Thani (until 25 May 2022),
Turqi Alnowaiser (since 25 May 2022), Karl Gernandt, Arnold Lipinski (until 31 July 2022),
Silke Muschitz (since 9 November 2022), Sabine Nieswand, Dr Isabella Niklas, José Francisco Pérez Mackenna, Klaus Schroeter, Uwe Zimmermann

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D eclaration on corporate go v ernance59(2)	The Audit and Financial Committee of the Supervisory Board handles the financial planning and reviews the investment projects of the Hapag-Lloyd Group. It is responsible for performing the preliminary examination of the documents for the annual financial statements andthe consolidated financial statements, including the respective management reports and the
Executive Board‘s proposal on the appropriation of profits. It prepares the adoption of theannual financial statements and the approval of the consolidated financial statements by theSupervisory Board, as well as its decision on the Executive Board‘s proposed resolution on
the appropriation of profits. The Audit and Financial Committee also submits a substantiatedrecommendation to the Supervisory Board for the selection of the external auditors at theAnnual General Meeting and handles the awarding of the audit engagement to the external
auditors and the fee agreement. It also monitors the external auditors‘ independence andregularly assesses the quality of the external audit. In addition to the above, it is responsible
for monitoring the effectiveness of the internal control system, the risk management system,compliance and the internal auditing system.
Members:	Oscar Eduardo Hasbún Martínez (Chair since 29 June 2022), Turqi Alnowaiser (until
25 May 2022), Sheikh Ali bin Jassim Al-Thani (since 25 May 2022), Karl Gernandt (Chair until
25 May 2022), Annabell Kröger, Arnold Lipinski (until 31 July 2022), Silke Muschitz (since
9 November 2022), Dr Isabella Niklas, Klaus Schroeter, Uwe Zimmermann(3) 	The Nomination Committee makes proposals to the Supervisory Board regarding suitable
candidates to act as shareholder representatives on the Supervisory Board. In turn, theSupervisory Board submits proposals to the Annual General Meeting. In line with the recommendation of the GCGC 2020, the Nomination Committee consists solely of shareholder
representatives.
Members:
	Michael Behrendt (Chair), Sheikh Ali bin Jassim Al-Thani, Karl Gernandt, Dr Isabella Niklas,
José Francisco Pérez Mackenna(4) 	There is also a Mediation Committee, which was established in accordance with Section
27 (3) of the German Co-Determination Act (MitbestG). This committee submits proposals
to the Supervisory Board for the appointment of Executive Board members if the necessary
two-thirds majority of votes by Supervisory Board members is not reached in the first roundof voting.
Members:
Michael Behrendt (Chair), Felix Albrecht, José Francisco Pérez Mackenna, Klaus Schroeter
The Mediation Committee and the Nomination Committee only meet when needed. All othercommittees meet regularly and also on specific occasions in accordance with their respective
responsibilities as per the Supervisory Board‘s rules of procedure. The activities of the Super­visory Board and its committees in the last financial year are detailed in the Report of the Supervisory Board. It also provides information about the attendance of Supervisory Board members
at meetings.

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D eclaration on corporate go v ernance

Share transactions and shareholdings of members of the Executive Boardand the Supervisory Board
In accordance with the Market Abuse Regulation (MAR) (Article 19 MAR), persons who perform
management functions, in other words the members of executive board and supervisory board,as well as persons closely related to them (including spouses, registered partners and dependent
children) are required to report any transactions of their own involving the shares of Hapag-Lloyd AG
or any related financial instruments to Hapag-Lloyd AG, and the German Federal Financial
Supervisory Authority (BaFin) if the total amount of the transactions of an executive board
member or supervisory board member and persons closely related to them reaches or exceeds
EUR 20,000.00 in the calendar year. The transactions reported have been published on thewebsite of Hapag-Lloyd AG at https://www.hapag-lloyd.com/en/company/ir/financial-news/
managers-transactions.html#tabnav
As at the reporting date, the total volume of shares in Hapag-Lloyd AG and related financial
instru­ments held by all members of the Executive Board and Supervisory Board was less than
1% of issued shares.
Executive Board and Supervisory Board remuneration
An important component of responsible corporate governance is a remuneration system structure for the Executive Board and the Supervisory Board that provides incentives and rewards
good performance.
On 9 March 2022, the Supervisory Board decided on changes to the remuneration system for
the Executive Board that was adopted by the Supervisory Board on 17 March 2021. The remu­
neration system satisfies the requirements of the German Stock Corporation Act (AktG) andfunda­mentally takes account of the recommendations of the GCGC 2020. The changes to the
remuneration system were approved by the Annual General Meeting on 25 May 2022.
The remuneration of the Supervisory Board members was most recently set by the Annual Gen­
eral Meeting on 25 May 2022 through an amendment to Article 12 of the Company‘s articles ofassociation. On 25 May 2022, the Annual General Meeting confirmed the remuneration systemon which the remuneration of the Supervisory Board members is based.
The basic features of the remuneration system and the Executive Board and Supervisory Board
members‘ remuneration are outlined in the remuneration report. The remuneration report, theexternal auditors‘ opinion in accordance with Section 162 of the German Stock Corporation Act(AktG) and the remuneration systems for the members of the Executive Board and Supervisory
Board that were approved and confirmed by the 2022 Annual General Meeting, in addition to theresolutions passed by the 2022 Annual General Meeting, are publicly available at https://www.
hapag-lloyd.com/en/company/ir/corporate-governance/remuneration.html
Shareholders
The shareholders exercise their rights at the Annual General Meeting. The Annual General Meeting selects the external auditors, elects the shareholder representatives to the Supervisory
Board and passes resolutions on the discharge of the members of the Executive Board and theSupervisory Board, the appropriation of profits, capital measures and changes to the articles ofassociation. The shares are registered. Shareholders who are recorded in the share register andH apag - L lo y d A GI

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have registered in time before the Annual General Meeting are entitled to attend the Annual
General Meeting and exercise their voting rights. Shareholders can either exercise their voting
right at the Annual General Meeting themselves or have it exercised by a proxy of their choice orby a voting representative of the Company who is required to follow their instructions. Each share
grants one vote.
Due to the COVID-19 pandemic, the Company‘s Annual General Meeting in the 2022 financial
year was held virtually without the physical presence of the shareholders or their proxies. Properly registered shareholders or their proxies were able to join the virtual Annual General Meetingand exercise their voting right by absentee voting as well as issue their proxy instruction.
As at 31 December 2022, the shareholders of Hapag-Lloyd AG were (unchanged from31 December 2021):
in %31.12.2022

Kühne Holding AG and Kühne Maritime GmbH

30.0

CSAV Germany Container Holding GmbH

30.0

HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH

13.9

Qatar Holding Germany GmbH

12.3

Public Investment Fund of the Kingdom of Saudi Arabia

10.2

Free float

3.6

Total

100.0

Accounting and auditing
The Executive Board prepares the annual financial statements of Hapag-Lloyd AG in accordancewith the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). The
consolidated financial statements are prepared in accordance with the principles of the Inter­national Financial Reporting Standards (IFRS), as applicable within the European Union, and theGerman legal provisions applicable in accordance with Section 315e (1) of the German Commercial Code (HGB). The combined management report is prepared in accordance with the provisions of the German Commercial Code (HGB). The annual and consolidated financial statements
as well as the combined management report are examined by the external auditors and by theSupervisory Board.
At the proposal of the Supervisory Board, the Annual General Meeting on 25 May 2022 selected
KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg (KPMG) as the external auditors of theannual and consolidated financial statements as well as the combined management report ofHapag-Lloyd AG for the 2022 financial year, among other publications. The Supervisory Board
had previously verified the independence of the external auditors. The signatory auditors of theannual and consolidated financial statements of Hapag-Lloyd AG are Andreas Modder (since the2022 financial year) and Dr Victoria Röhricht (since the 2018 financial year). The audits covered
the risk early-warning system in addition to the accounting system.
Risk management and internal control system (ICS)The Hapag-Lloyd Group‘s risk management system, including the ICS as it relates to the accounting process, is detailed in the risk report as part of the combined management report.

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D eclaration on corporate go v ernance

Information on statutory diversity requirements
As a listed company which is also subject to the German Co-Determination Act (MitbestG),a fixed gender quota applies to the Supervisory Board of Hapag-Lloyd AG. This means that theSupervisory Board must consist of at least 30% women and at least 30% men. As at 31 December 2022, there were six women on the Supervisory Board of Hapag-Lloyd AG. This means that
38% of the Supervisory Board members were women as at the reporting date. The statutory
requirements have thus been fulfilled.
Hapag-Lloyd will also take the statutory regulations into account for new appointments in the
future so that it fulfils the corresponding requirements.
The Supervisory Board had decided on a target of 20% for the Executive Board by 30 June 2022.
The appointment of Ms Donya-Florence Amer as an Executive Board member with effect from
1 February 2022 means that this target has been met. Furthermore, the appointment of Ms Amerwith effect from 1 February 2022 means that Hapag-Lloyd AG satisfies the requirements of theGerman Stock Corporation Act (AktG) in the version of the Second Management Positions Act(Zweites Führungspositionen-Gesetz), whereby at least one woman and at least one man must
be a member of the Executive Board of a listed company if it has more than three members. The
requirements will be maintained unchanged until 30 June 2027.
For the first two management levels below the Executive Board, the Executive Board set a target
for the percentage of women of 5% for the first management level below the Executive Boardand a target of 15% for the second management level by 30 June 2022. The target figure for the
first management level below the Executive Board was not achieved. As of the reporting date,
the proportion of women was 0%, which was also due to the fact that the Company first had tointegrate additional senior male managers into the Company due to inorganic growth. The target
for the second management level, on the other hand, was achieved with 17% as of the reporting
date. The Executive Board has set new targets for the first two management levels. A target of
25% has been set for the first management level below the Executive Board and a target of 35%
for the second management level below the Executive Board by 30 June 2027.
Offices held by members of the Executive Board in supervisory boards
and other comparable supervisory bodies of commercial companies
Rolf Habben Jansen
Stolt-Nielsen Limited
World Shipping Council – Deputy Chair
Donya-Florence AmerEA Technologies FZCO (since 10 October 2022)
Mark Fresex+bricks S.A.

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63

Dr Maximilian Rothkopf
The Britannia Steam Ship Insurance Association Ltd.
Stiftelsen DNV - Det Norske Veritas
Joachim Schlotfeldt (until 30 June 2022)
HHLA Container Terminal Altenwerder GmbH (until 30 April 2022)
Offices held by members of the Supervisory Board in other supervisory boards
and other comparable supervisory bodies of commercial companies
H. E. Sheikh Ali bin Jassim Al-ThaniSCI Elysees 26
Libyan Qatari Bank – Deputy Chair
Qatar Insurance and Re-Insurance Co.
Al Rayan Bank
Turqi Alnowaiser
Lucid Motors
Noon Investment (until 8 September 2022)
Sanabil Investments
Saudi Information Technology Company (SITCO)
Michael Behrendt
Barmenia Versicherungen a.G. – Deputy Chair
Barmenia Allgemeine Versicherungs AG – Deputy Chair
Barmenia Krankenversicherung AG – Deputy Chair
Barmenia Lebensversicherung a.G. – Deputy Chair
ExxonMobil Central Europe Holding GmbHMAN Energy Solutions SE
MAN Truck & Bus SE
Nicola Gehrt (until 25 May 2022)
TUI Deutschland GmbHTUI Nederland Holding N.V. (since 7 March 2022)
Karl Gernandt
Hochgebirgsklinik Davos AG (President until 11 November 2022)
Kühne + Nagel International AG – Deputy Chair
Kühne Holding AG – President/Chair
Kühne + Nagel (AG & Co.) KG – Chair
Kühne & Nagel A.G., Luxembourg – Chair
Kühne Logistics University (Chair until 30 September 2022)
Kühne Real Estate AG – Chair
Signa Prime Selection AG

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D eclaration on corporate go v ernance

Oscar Eduardo Hasbún Martínez
Florida International Terminal LLC
Invexans S.A.
Nexans S.A.
SAAM Logistics (until 1 March 2022)
SAAM Ports S.A. (until 3 March 2022)
SAAM Puertos S.A. (until 2 March 2022)
San Antonio Terminal Internacional S.A.
San Vicente Terminal Internacional S.A.
SM-SAAM S.A. – Chair
Sociedad Portuaria De Caldera (SPC) S.A.
Sociedad Portuaria Granelera De Caldera (SPGC) S.A.
Barú Offshore de México S.A.P.I. de C.V.
EOP Crew Management de México S.A. de C.V.
SAAM Towage Colombia S.A.S.
Intertug México S.A. de C.V.
José Francisco Pérez Mackenna
Banchile Corredores de Seguros Limitada
Banco de Chile
Compañía Cervecerías Unidas S.A.
Compañía Cervecerías Unidas Argentina S.A.
Cervecera CCU Limitada
Central Cervecera de Colombia SAS
Compañía Pisquera de Chile S.A.
Compañía Sud Americana de Vapores S.A. – Chair
Embotelladoras Chilenas Unidas S.A.
Empresa Nacional de Energía Enex S.A. – Chair
Enex Corporation Ltd
Enex CL Ltd
Invexans S.A. – Chair
Invexans Ltd.
Inversiones IRSA Limitada
Inversiones LQ-SM Limitada
Inversiones y Rentas S.A.
LQ Inversiones Financieras S.A.
Nexans S.A.
Sociedad Matríz SAAM S.A.
Tech Pack S.A. – Chair
Viña San Pedro Tarapacá S.A.
Zona Franca Central Cervecera S.A.S.

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Dr Isabella Niklas
Exchange Council of the Hanseatic Stock Exchange Hamburg
Gasnetz Hamburg GmbH
GMH Gebäudemanagement Hamburg GmbHHADAG Seetouristik und Fährdienst AG
HHLA Hamburger Hafen und Logistik AG
Stromnetz Hamburg GmbH
Hamburger Energiewerke GmbHSBH Schulbau Hamburg
Dr Andreas Rittstieg (since 25 May 2022)
Brenntag SE – Deputy Chair
Hubert Burda Media Holding Geschäftsführung SE
New Work SE (until 31 May 2022)
Kühne Holding AG
Huesker Holding GmbHMaya Schwiegershausen-Güth
HHLA Hamburger Hafen und Logistik AG (until 30 September 2022)
EUROGATE Geschäftsführungs-GmbH & Co. KGaA (since 15 November 2022)
The Executive Board and Supervisory Board members not listed above do not hold any offices
on other legally required supervisory boards or comparable supervisory bodies of commercial
companies.

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O bjecti v es , v alues and strateg y

OBJECTIVES, VALUES AND STRATEGY
The prime strategic objective of the Hapag-Lloyd Group is to achieve long-term profitable growthmeasured on the basis of the developments in transport volume, the key performance indicators
EBITDA and EBIT as well as the return on invested capital (ROIC).
ValuesHapag-Lloyd is a multicultural company, with approximately 14,200 employees on six continents.
To ensure all our employees have a shared understanding of „who we are“ and „who we want tobe“, Hapag-Lloyd has worked together with its employees, customers and various other interest
groups to formulate a number of company values. Specifically, these values are:
• We Care: We look after ourselves, our colleagues, our business partners andour ­environment.
• We Move: We are open to change and are always looking to deliver improvements,
for ourselves and for our customers.
• We Deliver: We keep our promises.
Our shared values help to guide and support us in our day-to-day work. They are also designed
to motivate and inspire us on our journey to our long-term objective of being number one for
quality.
Strategy 2023
Between 2014 and 2018, the container liner shipping industry underwent a period of extensive
consolidation, as a result of which the ten largest competitors now hold a global market shareof more than 80%. Through its mergers with CSAV and UASC, Hapag-Lloyd has also been able
to significantly increase its competitiveness with regard to costs and expand its market shares.
Following the end of the consolidation phase, we first presented our new medium-term strategy„Strategy 2023“ in 2018 and have continued to develop it since then.
The core objectives of Strategy 2023 are:Profitability

Global player

Profitability throughout the entire

Growth in attractive markets andeconomic cycle

securing our position as a global
playerNumber one for quality

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Sustainability

Differentiation by focusing on

Making climate-neutral shipping

quality and customer satisfactiona reality together

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Profitability
We aim for profitable growth throughout the entire economic cycle. This is reflected primarily ina suitable return on invested capital (ROIC) that at least matches our weighted average cost ofcapital. Our financial targets also include a suitable debt ratio, liquidity and equity base, andshareholder participation in the Company‘s success. Our extraordinarily strong earnings positionin the 2022 financial year enabled us to significantly exceed all of our strategic financial targets.
Strategic financial targets and target achievement
Category
Profitability
Net Leverage
Liquidity

TargetROIC > WACC
≤ 3x Net Leverage/EBITDA~USD 1.1 bn

EquityDividend Policy> 45%≥ 30% of EAT

Global Player
We want to grow in attractive growth markets and consolidate our position as a global player
with a global market share (excluding Intra-Asia) of around 10%. To enable this, we are investingin our vessel and container fleet while simultaneously expanding our global presence by estab­lishing new office locations. By acquiring regional service providers, we are also able to enter
new markets quickly. Our global market share (excluding Intra-Asia transport) of 10% in the pastfinancial year (previous year: 9.4%) remained in line with our target.
Number one for quality
Our goal is no less than to be the number one for quality in our industry, as we firmly believe that
service quality, reliability and adherence to schedules are decisive competitive factors. We wantto further improve customer satisfaction by offering added value and creating market-standard
solutions when it comes to booking, tracking and processing shipments. In order to make our
success quantifiable, we have formulated quality pledges. These include timely and accurate
booking documentation, compliance with volume agreements, a high level of adherence toschedules compared with competitors, accessibility of customer service at all times and swift
handling of enquiries and claims. Customers can access information about how the quality
pledges are met using a „Customer Dashboard.“ Our global values will also be published on the
Hapag-Lloyd website. Customer satisfaction is regularly measured using corresponding surveys.
There was a significant increase here in the 2022 financial year compared to the previous year.
Sustainability
Climate change, diversity and social engagement – these topics are more relevant than ever.
We therefore want to gradually strengthen our sustainability contribution and achieve continuous
improvements in the coming years. The decarbonisation of our fleet by 2045 is one of our key

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O bjecti v es , v alues and strateg yobjectives here and we are working with our customers, partners and competitors to achievethis. Our medium-term target for 2030 is to cut the CO 2e intensity1 of our entire fleet as per
the EEOI2 by 30% compared with 2019. It aims to achieve this by implementing measures toincrease operating efficiency, converting existing ships and using new, efficient vessels, and­switching to low-carbon and carbon-neutral fuels.
Strategic non-financial targets
Category
Customer Satisfaction

TargetBest in class Net Promoter Score (NPS)

Schedule Reliability

Top 3rd in the industry

CO2 reduction–30% CO2e reduction (EEOI) until 2030 vs. 2019

Superior Landside

40% share of transports with inland component

Attractive Markets≥10% global market share (excl. Intra-Asia)

Strategic priorities up to 2023
In the 2021 financial year, the existing strategy underwent a comprehensive review. As a result,
we further increased our focus on the topic of quality and incorporated sustainability into our„Strategy 2023“ as a fourth pillar. To achieve the Company‘s strategic objectives, we also
­published a catalogue of measures comprising three areas of action:• Simplify: Improve the customer experience and reduce complexity• Strengthen: Double our efforts to become the number one for quality• Invest: Invest in our team, sustainable assets and long-term competitivenessSimplify
Simplifying our liner and depot network, consolidating cargo handling at strategically selected
seaports and working more effectively with the terminals aims to cut unit costs and improve service quality. We should remain in the top third at all times among our competitors with regard toadherence to timetables. In addition, a simpler and clearer segmentation strategy and greater
automation of internal processes will further improve the customer experience.
In the reporting year, we optimised our customer segmentation and successfully tested it in four
regions – at all times adhering to the principle that it should be as convenient as possible for ourcustomers to do business with us. In addition, we analysed how we can further optimise our network on our main trades with regard to quality and productivity and have already started implementing a simplified network strategy in Latin America. Our network of container depots has also
been undergoing a review since last year and, where necessary, the size of these depots has
been adjusted to actual requirements in order to reduce costs and complexity. Furthermore,
Hapag-Lloyd has become the first company in the industry to start fitting its entire container fleet
with monitoring systems that enable real-time tracking. This will make the supply chain moretransparent and efficient both for us and for our customers. Using data-based analysis of ourcontainer flows, we can reduce costly return transportation of empty containers, for example.

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CO 2 equivalent (CO 2e) includes other greenhouse gases in addition to carbon dioxide (CO 2).

2

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69

Strengthen
The measures under Strengthen are aimed at doubling our efforts to become the number one for
quality, expanding our presence in attractive growth markets and strengthening our contribution
to sustainability. In the past financial year, we continued to advance the digitalisation of our rangeof services and we now offer our customers more than 20 digital products which they can conveniently book online. Our IT infrastructure is also undergoing a fundamental upgrade to accommodate the growing automation and digitalisation of our business model. In addition, we havefurther expanded in our strategic growth market Africa following our acquisition of the container
liner business of Deutsche Afrika-Linien (DAL). DAL‘s business is a valuable addition to our rangeof services to and from South Africa in particular as it enables us to offer our customers an evenbetter network and additional port coverage in this region. With regard to our target to be climateneutral by 2045, we have expanded our use of biofuels. We have entered into partnerships thatwill pave the way to offering our customers a sustainable commercial transport product, thereby
helping them to improve their carbon footprint.
InvestInvesting in employee training and sustainable assets aims to secure Hapag-Lloyd‘s competitiveness over the long term. To cater for the rapidly changing working requirements, we started to
expand the advanced training programmes for our 14,200 employees in the reporting year. In
particular, we advanced the establishment and development of the new Hapag-Lloyd Academy,
which will act as a global company university.
Investing in efficient and climate-friendly vessels will support sustainability targets while also
ensuring the competitiveness of the fleet. Fitting our containers with tracking devices aims toincrease transparency for customers and Hapag-Lloyd, thereby leading to more efficient container usage. In addition, selective investments in terminals and complementary services seek tostrengthen the existing core business. For this reason, we announced several investments in andacquisitions of companies in the past financial year. Together with two partners, we will construct
a new terminal in the Egyptian port of Damietta, which is scheduled to commence operations in
2024 and will serve as a strategic handling location in the eastern Mediterranean. In addition, weinvested in the Italian Spinelli Group, providing us with capacities at terminals and on hinterlandtransportation in the Italian market. At the end of the year, we also signed an agreement toacquire the terminal business and associated logistics services of the Chile-based SM SAAM
S.A. The business activities comprise a portfolio of ten terminals in six countries in North, Central
and South America and will help us to further strengthen our business and establish a robust
and attractive terminal portfolio.
Development of a new medium-term strategy
The implementation of Strategy 2023 will be complete by the end of 2023. We therefore plan todevelop a new medium-term strategy in the current financial year in addition to the measures
outlined under Simplify, Strengthen and Invest.

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management
report71

72

BASIC PRINCIPLES OF THE GROUP

72

Operating activities

73

Group structure and shareholders

74

Business and competitive environment

76

Corporate management77

Principles and performance indicators

83

Research and development

84

Employees

85

Shareholder structure and dividend

86

ECONOMIC REPORT86

General economic conditions

87

Sector-specific conditions

89

Earnings, financial and net asset position

89

Group earnings position

95

Group financial position

101

Group net asset position

103

Accuracy of forecast

103

Executive board’s statement on overall economic performance104

OUTLOOK, RISK AND OPPORTUNITY REPORT

104

Outlook

107

Risk and opportunity report

126

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

126

General principles/preliminary remarks

127

Economic report133

Outlook, risk and opportunity report

134

Report by the executive board on relationships with affiliated companies

135

OTHER MANDATORY DISCLOSURES

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B asic principles of the groupBASIC PRINCIPLES OF THE GROUP
The management report of Hapag-Lloyd AG and the Group management report have been­combined in accordance with Section 315 (5) in conjunction with Section 298 (2) of the German
Commercial Code (HGB). The disclosures specific to Hapag-Lloyd AG are presented in the­chapter “Notes to the individual financial statements of Hapag-Lloyd AG (German Commercial
Code (HGB))”.

OPERATING ACTIVITIESThe Hapag-Lloyd Group is Germany’s largest container liner shipping company and is one of
the world’s leading container liner shipping companies in terms of global market coverage. The
Group’s core business is the shipping of containers by sea, but also encompasses transport­services from door to door.
Hapag-Lloyd’s fleet comprised 251 container ships as at 31 December 2022 (previous year: 253)with a transport capacity of around 1.8 million TEU (previous year: around 1.8 million TEU).
The Group currently has 400 sales offices in 135 countries (previous year: 421 sales offices in
137 countries) and offers its customers access to a network of 119 services (previous year: 126)
worldwide. In the 2022 financial year, Hapag-Lloyd served approximately 33,800 customers
around the world (previous year: approximately 33,100).
Network of Hapag-Lloyd services
Europe –North
America

Global network with 119 services*(incl. IRT North
Europe)20 Services
Middle East
Asia /
Oceania –N. America

Asia IRT

9 Services

21 Services
Europe –
Asia

Latin
America

Africa / Med

23 Services

18 Services

Source: Company data
Note: *FP1 and FP2 services included twice (Asia–North America / Europe–Asia)

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9 Services(incl. Far East –ME / Indian
Ocean; Far East –Oceania)

20 Services

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Hapag-Lloyd conducts its container liner shipping business in an international business environment. Transactions are invoiced mainly in US dollars and payment procedures are handled in
US dollars. This relates not only to operating business transactions, but also to investment­activ­ities such as the acquisition, chartering and rental of vessels and containers, as well as
the cor­responding financing of investments.
The Hapag-Lloyd Group’s functional currency is the US dollar. The reporting currency of the­individual and consolidated financial statements of Hapag-Lloyd AG is, however, the euro.
Assets and liabilities recognised in the consolidated financial statements of Hapag-Lloyd AG aretranslated into euros as at the reporting date (closing date rate) using the middle rate of that day.
The cash flows listed in the consolidated statement of cash flows and the expenses, income andresult shown in the consolidated income statement are translated at the average exchange rate
for the reporting period. The currency translation differences are recognised directly in theGroup’s other comprehensive income. If required, hedging transactions are conducted in the
Hapag-Lloyd Group to hedge against the USD/EUR exchange rate.

GROUP STRUCTURE AND SHAREHOLDERS
The controlling company of the Hapag-Lloyd Group, Hapag-Lloyd AG, is also the largest
single operating company within the Group. In terms of operations, the Group structure of
Hapag-Lloyd AG is currently as follows:

Executive BoardCEOCIO / CHRO

CFO /CPO

COO

Rolf Habben Jansen

Donya-Florence AmerMark Frese

Dr Maximilian Rothkopf

North
America

HQ
Atlanta

Latin America

North Europe

South Europe

Middle East

HQ
Vina del Mar

HQ
Hamburg

HQ
Genua

HQ
Dubai

Asia

HQ
Singapore

Executive Committee

Regions

Central Functions 1
Trade Management

1

Network

There are further central functions outside the Executive Committee.

The organisational structures of all six regions are identical. This “blueprint organisational­structure”, used together with a uniform IT system that covers the entire transport chain,allows for standardised exchange of information between head office and the regions.

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BUSINESS AND COMPETITIVE ENVIRONMENT
Consolidation of the industry and alliances in container shipping
Between 2014 and 2018, the container shipping industry underwent a far-reaching phase of consolidation. The ten largest container liner shipping companies now account for around 85% (previous year: 86%) of the total capacity of the global fleet of container vessels. In 2013, this share
was only 61% (MDS Transmodal, January 2023 and October 2013, and Drewry, Q4 2022).
Fleet capacity and market share of the top container liner shipping companies
in TTEU 2022 vs. 2013

18%

16%

13%

11%

7%

6%

6%

3%

3%

2%

Global capacity
share in %

4,550
4,063
3,356

61

85

39

15

2,819

1,513

515

2022

715

2013

HMM

ONE

Evergreen

Hapag-Lloyd

COSCO

CMA / CGM

Maersk

MSC

823

ZIM

1,663

Yang Ming

1,786

Top 10
Remaining

Source: D rewry (Q4 2022), MDS Transmodal (January 2023, October 2013),
Hapag-Lloyd capacity excl. chartered-out vessels

Alliances are an essential part of the container shipping industry as they enable better utilisationof vessels and a more extensive range of services. There are currently three global alliances.
Measured in terms of transport capacity, the largest alliance is the “2M” alliance consisting of
the two market leaders, Mediterranean Shipping Company S.A. (Switzerland) (MSC) and A.P.
Møller - Mærsk A/S (Denmark) (Maersk). The “Ocean Alliance” consists of CMA CGM S. A.
(France), China COSCO Shipping Corporation Limited (China), including its subsidiary OOIL
(Hong Kong), and Evergreen Marine Corp. Ltd. (Taiwan) (Evergreen) and is the second-biggest
alliance. Hapag-Lloyd (Germany) operates THE Alliance in partnership with ONE (Singapore),
Hyundai Merchant Marine (South Korea) (HMM) and Yang Ming Marine Transport Corp. Ltd.
(­Taiwan) (Yang Ming). As at 31 December 2022, THE Alliance covered all East–West trades with
258 container vessels and 30 services (31 December 2021: 255 container vessels and 29 services). In January 2023, MSC and Maersk announced that the “2M” alliance will end in two years(January 2025).

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Capacity share of alliances in East–West tradesin %Far East
trade

Transpacific
trade

Atlantic
trade

2M

35

24

48

Ocean Alliance

33

38

18

THE Alliance

25

25

26

Other

7

13

8

Source: Alphaliner (December 2022), Hapag-Lloyd 2022

Hapag-Lloyd’s membership of alliances and various other collaborative projects allows
Hapag-Lloyd to optimise fleet deployment and expand the services provided. The Executive
Board of Hapag-Lloyd AG views such alliances as an effective way of ensuring that the fleet
is used efficiently and keeping the cost per transport unit low, thereby ensuring increased
productivity.
Regulatory framework
Hapag-Lloyd’s business is subject to multiple regulatory and legal provisions. In order to engage
in business operations, it is necessary to have authorisations, licences and certificates. Com­
pliance with the ISM Code (International Safety Management), which regulates the measuresrequired for ensuring safe ship operations, the ISPS Code (International Ship and Port Facility
Security) and the MLC (Maritime Labour Convention) must be given particular emphasis here.
The ISPS stipulates what measures are to be taken to prevent hazards on board vessels and in
ports, thereby contributing to supply chain security. The MLC sets out basic employment andsocial rights of maritime personnel. There are also numerous country-specific rules, such as“advance manifest rules”, which stipulate certain disclosure obligations in relation to the vessel’scargo. Compliance with international regulations and provisions, such as embargo and sanctions
regulations, is a basic requirement for the provision of services.
The business is additionally subject to numerous national and international environmental regu­
lations, in particular those for the protection of the oceans and the reduction of air pollution. For
example, stricter thresholds for sulphur dioxide emissions have been applicable worldwide since2020 (IMO 2020) and require the use of either low-sulphur fuels or exhaust gas cleaning systems(EGCSs). Furthermore, the introduction of the Energy Efficiency Existing Ship Index (EEXI) andthe Carbon Intensity Indicator (CII) beginning in 2023 will result in new, globally applicable energy
efficiency regulations aimed at steadily reducing the CO 2e emissions of commercial ships.
Hapag-Lloyd launched an optimisation programme for more than 150 ships in 2022 in order
to meet these new requirements. Depending on requirements, the ships will receive more efficient propellers, a drag-reducing underwater coating and flow-optimised bulbous bows by 2025.
The use of low-CO 2e or CO 2e-neutral fuels is also to be expanded gradually. “Slow steaming” isanother option to meet the increasing energy efficiency regulations.
Several countries and international institutions are also discussing a possible surcharge for theCO 2e emitted by commercial vessels by means of a tax or similar instruments. At the end of2022, the European Union agreed to gradually include commercial shipping in the European
Emissions Trading System (ETS) beginning in 2024. This affects all voyages within the European
Economic Area (EEA), as well as 50% of the route between EEA ports and non-EEA ports.

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Beginning in 2024, 40% of relevant CO 2e emissions will initially be included in EU emissions­trading, followed by 70% beginning in 2025 and 100% in 2026. Part of the revenues from the
ETS will be used, via the EU innovation Fund, for research and development for improving theenergy efficiency of vessels and ports, innovative technologies and infrastructure and the useof sustainable, alternative fuels and emission-free propulsion technologies.

CORPORATE MANAGEMENT
Key performance indicators
The Group’s financial key performance indicators for its operating business are EBITDA and EBIT.
EBIT is an important indicator for measuring sustainable earnings, while EBITDA is an important
indicator for measuring gross cash flows, and is also used as an important key performance indicator for investment and financial decisions.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) are calculated by adding
the revenue, the other operating income, the earnings from companies accounted for using theequity method and earnings from investments and securities generated within a certain period
less transport expenses and personnel expenses, not including depreciation and amortisation.
To calculate earnings before interest and taxes (EBIT), EBITDA is adjusted for depreciation andamortisation.
Material influencing factors

TRANSPORT VOLUMEXFREIGHT RATE

Revenue

Expenses

EBITDA

Depreciation

EBIT

The main factors influencing the development of the earnings are transport volume, freight rate,
the US dollar exchange rate against the euro, and operating costs including bunker price.
The global transport volume is dependent on the prevailing economic developments around theworld and therefore also on the various levels of demand for shipping services. Other factors
influencing Hapag-Lloyd’s transport volume are container vessel capacity and the accompanying
change in the competitive situation in the trades.

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Freight rates can be managed only to a limited degree because they are heavily dependent onmarket capacity and market demand. The Group follows a yield management approach, according to which individual container shipments are examined using profitability criteria. It attempts tocontinuously reduce the proportion of less profitable cargo through targeted yield management.
The use of a standardised IT system that covers the entire transport chain supports businessprocesses worldwide.
Efficient cost management provides essential control over the important EBITDA and EBIT
­values. The system of cost management is supported by an integrated IT solution which provides
essential and up-to-date data required for management, as well as for implementing and maintaining cost reduction measures. The cost base is, however, largely dependent on external­influencing factors. Due to the global nature of the Group’s business operations, exchange rate
fluctuations can have a considerable influence on costs.
Operating costs are also influenced by bunker price changes. The bunker price correlates withthe development of crude oil prices and is subject to substantial fluctuations. Depending on thecompetitive situation, a proportion of the fluctuations can be compensated for via the freight ratein the form of bunker surcharges. However, the extent to which bunker surcharges can be implemented is heavily dependent on the prevailing market situation. Part of the Group’s likely bunker
fuel needs can be hedged using options in order to lessen the risk of changes in the bunker pricedue to rising prices. However, no such hedges existed at the end of the 2022 financial year.

PRINCIPLES AND PERFORMANCE INDICATORSFINANCIAL PERFORMANCE INDICATORS
Important financial performance indicators for the Hapag-Lloyd Group include EBITDA and EBIT.
Transport volume and freight rates are important factors influencing the development of revenue
and results. A description and the calculation of the performance indicators can be found in the“Group Management” section.
Return on invested capital
Hapag-Lloyd aims to be profitable throughout the entire economic cycle, i.e., to achieve a returnon invested capital that is at least equal to the company’s weighted average cost of capital. For
this reason, return on invested capital (ROIC) is used as an additional strategic performanceindicator.
ROIC compares net operating profit after tax (NOPAT), defined as EBIT less taxes, with invested
capital as at the reporting date. Invested capital is defined as the sum of assets excluding cash,
cash equivalents and time deposits (other assets) less liabilities excluding financial debt andlease liabilities. To facilitate comparison with other international shipping companies, the returnon invested capital is calculated and presented exclusively on the basis of the functional currency, the US dollar.

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Calculation of return on invested capital on a Group basis
million EUR
Non-current assets
Inventory
Accounts receivable
Other assets 1
Assetsmillion USD

2022

2021

2022

2021

16,894.7

15,284.0

18,034.8

17,298.4

440.0

337.2

469.7

381.6

2,895.0

2,999.2

3,090.4

3,394.5

433.8

370.7

463.0

419.5

20,663.4

18,991.1

22,057.9

21,494.1

Provisions

1,268.5

1,020.5

1,354.2

1,155.0

Accounts payable

2,615.7

2,323.9

2,792.2

2,630.2

Other liabilities

1,455.2

1,710.9

1,553.2

1,936.4

Liabilities

5,339.4

5,055.3

5,699.5

5,721.6

Invested Capital

15,324.0

13,935.8

16,358.4

15,772.5

EBIT

17,524.5

9,389.8

18,467.3

11,111.0

Taxes
Net Operating Profit after Tax (NOPAT)

200.6

61.3

211.4

72.5

17,324.0

9,328.6

18,255.9

11,038.4

111.6%

70.0%

Return on Invested Capital (ROIC)
1

Excluding time deposits, which are reported under other financial assets

Figures are in USD, rounded, aggregated and calculated on an annualised basis. The table outlines selected items from the­ onsolidated statement of financial position and the consolidated income statement in abbreviated form only. Currencies arectranslated as per the reporting date rates and average rates given in the Notes to the consolidated financial statements in thesection “Fundamental accounting principles”.

The return on invested capital (ROIC) in the 2022 financial year was 111.6% following 70.0% in
2021. Due to the exceptionally high NOPAT of the last two years, the return on capital in 2022
is again significantly above the average cost of capital. The cost of capital after income taxes is9.1% as at the balance sheet date (31 December 2021: 7.0%). The increase in the weighted costof capital can be attributed in particular a higher risk-free base rate and the higher equity ratio.
NON-FINANCIAL PRINCIPLESIn addition to the financial performance indicators, the optimum utilisation of the available vessel
and container capacities has a substantial influence on whether Hapag-Lloyd achieves long-term
profitable growth.
Sustainable and quality-conscious corporate governance and highly qualified and motivatedemployees are also important parameters for Hapag-Lloyd’s long-term profitable corporate
growth. The following non-financial parameters are important for understanding Hapag-Lloyd
as a container liner shipping company. However, they are not used by the company as perform­
ance indicators. As part of Strategy 2023, further non-financial parameters, such as quanti­fiable
quality targets in particular, are successively being implemented. Customers are provided with
Hapag-Lloyd’s performance in relation to these so-called quality promises.

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Fleet and capacity development
As at 31 December 2022, Hapag-Lloyd’s fleet comprised a total of 251 container vessels(31 December 2021: 253). All of the vessels are certified in accordance with the ISM (International
Safety Management) Code and have a valid ISSC (ISPS) certificate. The majority of the vessels
are certified as per ISO 9001 (quality management) and ISO 14001 (environmental management).
The TEU capacity of the entire Hapag-Lloyd fleet as at 31 December 2022 was 1,796.8 TTEU
and therefore 1.6% higher compared to 31 December 2021 (1,768.7 TTEU). In the first half of2022, five second-hand vessels with a total capacity of 19.3 TEU were acquired. As part of theacquisition of the container line business of Deutsche Afrika-Linien GmbH & Co. KG (DAL),
a 6,589 TEU vessel owned by the company was taken over. Two newbuilds with a capacityof 13,312 TEU each were commissioned in the second half of 2022.
Based on the TEU capacities, 62% of the fleet was owned by the Group as at 31 December 2022
(previous year: 60%).
As at the reporting date, the average age of the total Hapag-Lloyd fleet was 11.2 years (capacity
weighted; 31 December 2021: 10.5 years). This is slightly above the average of the ten biggest
container liner shipping companies, which is 10.8 years (31 December 2021: 10.0 years; source:
MDS Transmodal). The average size of vessels in the Hapag-Lloyd Group fleet as at 31 December 2022 was 7,159 TEU (31 December 2021: 6,991 TEU). This figure was approximately 11%
above the comparable average of the ten biggest container liner shipping companies worldwide
as at 31 December 2022, which was 6,458 TEU (31 December 2021: 6,279 TEU; source:
MDS Transmodal).
In order to improve its competitiveness in the Europe–Far East trade, Hapag-Lloyd signed two
newbuild contracts, each for the construction of six large container vessels, at the end of 2020
and in June 2021 with a size of 23,660 TEU each. The vessels will be built by Korea’s Daewoo
Shipbuilding & Marine Engineering and delivered to Hapag-Lloyd between June 2023 andApril 2025. The total value of the investment will be approximately USD 2 billion. The relevant
funding has already been agreed on. The purchase price will be paid in a number of instalments
until final delivery, with the largest part of the payment due with delivery of the vessel. As partof Hapag-Lloyd’s sustainability strategy, the vessels will be equipped with a high-­pressuredual-fuel engine, which can run on both LNG and conventional fuel. LNG offers a numberof environmental advantages over conventional oil-based fuels, in particular CO 2 emissions
can be reduced by around 15% to 25% (European Commission, July 2021).
Hapag-Lloyd’s order book as at 31 December 2022 comprised twelve newbuilds with a sizeof 23,660 TEU and three newbuilds of different sizes of about 13,000 TEU. The total capacityof the newbuilds is around 323 TTEU, deliveries are planned between 2023 and 2025.
In addition to the newbuilds owned by the company, Hapag-Lloyd will add five new vessels ofdifferent sizes of about 13,000 TEU to its fleet as long-term charters. One of these newbuilds was
taken over in 2022, while the remaining four charter vessels are scheduled for delivery in 2023
and 2024.

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As at 31 December 2022, Hapag-Lloyd owned or rented 1.75 million containers (31 December
2021: 1.83 million) with a capacity of 2.97 million TEU (31 December 2021: 3.06 million TEU) for
shipping cargo. The capacity-weighted proportion of owned containers as at 31 December 2022
is 58% (31 December 2021: 58%). In 2022, 5,200 TEU of special containers and 11,800 TEU
reefer containers were purchased and delivered.
Structure of Hapag-Lloyd’s ship and container fleets
31.12.2022

31.12.2021

31.12.2020

31.12.2019

251

253

237

239

Own vessels 1

121

113

112

112

Chartered vessels

130

140

125

127

Aggregate capacity of vessels (TTEU)

1,797

1,769

1,719

1,707

Aggregate container capacity (TTEU)

2,972

3,058

2,704

2,540

119

126

122

121

Number of vessels
thereof

Number of services
1

Including lease agreements with a purchase option/obligation at the end of the term

In 2022, Hapag-Lloyd chartered a total of 19 container vessels with a capacity of 35.4 TTEU forthe carriage of empty containers at short notice (prior year period: 23 container vessels, capacity
57.3 TTEU) in order to counter the tight container availability in Asia as far as possible. As at
31 December 2022, no vessel was used for empty container transport (31 December 2021: one
vessel). The vessels are not deployed in a liner service and are therefore not included in the display of the fleet structure.
An essential criterion for assessing a container vessel fleet is the vessel’s bunker consumption.
In the 2022 financial year, bunker consumption by Hapag-Lloyd’s fleet totalled 4.14 million tonnes,
which was down 1.3% from the previous year (prior year period: 4.20 million tonnes). The easingof waiting times at ports led to the slight decrease in bunker consumption. Bunker consumption
per transported quantity remained constant compared to the prior year period at 0.35 t/TEU.
Compared with 2009, bunker consumption per TEU has been cut by 42%. Bunker consumption
per slot (as measured by the annual average container storage capacity) was 2.35 t/slot, which
was 2% below the previous year’s figure of 2.40 t/slot (reference year 2009: 5.8 t/slot).
The share of bunker with a low sulphur content (MFO Low Sulphur 0.1% and 0.5%, MDO) and
Liquefied Natural Gas (LNG) decreased from 92% in 2021 to 87% in the 2022 financial year due
to the equipping of additional vessels with scrubbers. Biofuel use in 2022 has increased significantly from 18,500 t in 2021 to 120,500 t in 2022.

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Bunker consumption of the Hapag-Lloyd Group
Tons (t)

2022

2021

527,611349,278

3,607,570

3,843,212

4,582

2,551

4,139,762

4,195,041

MFO (High Sulphur)
MDO, MFO (Low Sulphur)1
LNG
Total bunker consumption
1

Including biofuel

Efficient transport services
In container liner shipping, the flow of goods to and from different regions varies in terms of sizeand structure. This is due to volume differences in the import and export of goods. Most trades
therefore have a “dominant leg” with a higher cargo volume and a “non-dominant leg” with alower transport volume.
Imbalances in the world’s biggest trades
2022

2021

Asia – North America

22,663

21,823

North America – Asia

5,641

6,518

Asia – Europe

16,793

16,361

Europe – Asia

5,328

6,297

Europe – North America

3,528

3,352

North America – Europe

1,543

1,619

Cargo value in TTEU
TranspacificFar – East

Atlantic

Source: Seabury (December 2022). Figures roundedTransport capacity must be planned to meet the volumes on the dominant leg. The relevant performance indicator in this regard is the capacity utilisation of the Hapag-Lloyd container vessel
fleet on the dominant leg, measured on the basis of total TEU capacity. In the reporting period,
capacity utilisation was 95.1% (prior year period: 95.9%).
The return transport of empty containers produces costs. The relevant performance indicator hereis the ratio of loaded containers on the dominant leg to the number of loaded containers on the
non-dominant leg. The objective is to keep the number of empty container transport operations
low or balance the ratio to the greatest possible extent. Furthermore, empty containers should
be redeployed to the regions with high demand via the shortest, quickest and cheapest route.
Hapag-Lloyd reduces imbalances better than the market 1
Hapag-Lloyd AG

Industry average

Transpacific

3.5

2.5

Far – East

4.6

3.2

Atlantic

6.5

4.4

1	Number of full containers on the non-dominant leg per ten full containers on the dominant leg.

(The higher the rate, the lower the imbalance in the respective trade.)
Source: Seabury (December 2022); Hapag-Lloyd 2022

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The number of loaded containers transported by Hapag-Lloyd on the non-dominant leg on the
key trades is above or on the same level as the market average.
Another important factor in connection with the fleet’s capacity utilisation is the turnaround frequency of the containers. Here the average number of deployments per container per year is­calculated. The objective is to increase the turnaround frequency and to boost productivity. On
average, each container was handled 3.9 times in 2022 (prior year period: 4.2 times). The reason
for the reduction compared to the prior year period is the increase in round voyage times due tobottlenecks in the supply chains.
Customers and customer orientation
Hapag-Lloyd’s aim is to maintain a diversified customer portfolio consisting of direct customers
and freight forwarders, with the latter ensuring a permanent regular supply of cargo volumes.
Contractual relationships of up to 36 months generally exist with direct customers. Direct customers allow Hapag-Lloyd to plan the required transport capacity better because of the framework agreements concluded with them. Hapag-Lloyd has a balanced customer base, as demonstrated by the fact that its 50 largest customers represent considerably less than 50% of its
cargo volume. In total, transports were completed for approximately 33,800 customers in the2022 financial year (prior year period: approximately 33,100 customers).
A breakdown of the goods shipped according to product category shows a relatively balanced
distribution. No individual product category accounted for a share of over 13% during the pastfinancial year (prior year period: 13%).
Transport volume by product category in 2022
Product Category

Share 2022
in %Share 2021
in %Plastics & rubber

13

13

Foodstuff and beverages

109

Machinery

10

9Agriculture

99Chemicals

89Metals and minerals

88Textiles77Paper and forest products

7

7

Automotive

6

6

Furniture

6

6

Electronics

5

5

Other products

13

13

Total

100

100

This means that the influence of economic cycles in individual sectors on the development of thetransport volume is relatively low. Assuming normal economic conditions, this ensures a continuous development of the transported volume.

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RESEARCH AND DEVELOPMENT
Development activities at Hapag-Lloyd can be divided into the areas IT & digitalisation as well
as ship technology and the testing of new fuels and propulsion technologies as part of thedecarbonisation strategy. With the Fleet Analytics & Technical Optimization department, there
is an R&D department in the Fleet division responsible for the development and implementationof efficiency-enhancing technical solutions such as new propeller designs. In addition, the use of
new fuels and propulsion technologies to reduce CO 2emissions is tested in coordination with the
Sustainability department. The holistic approach to continuously improve the carbon footprint for
the fulfilment of the transport task also includes an increase in cargo capacities as well as flexibility in the stowage and handling of cargo.
In 2020, Hapag-Lloyd began testing the use of biofuels based on fatty acid methyl ester (FAME).
These are manufactured from organic waste such as used cooking oil and mixed with conventional bunker fuel at a variable ratio. This can reduce greenhouse gas emissions by more than
80% compared with conventional fuel. Following initial experiences in 2020, the use of biofuels
has been continuously expanding since 2021, and a total of 71 vessels can be refilled using biofuels. During 2022, 24 vessels, including Hapag-Lloyd’s largest container vessels (A19 class), arerefilled with these fuels in Rotterdam and Singapore for their regular operations. In 2022,
120,500 t of biofuel were bunkered (prior year period: 18,500 t).
Digital transformation is a strategic priority for Hapag-Lloyd and runs through all business areas.
In close cooperation between the IT department and other specialist departments, integrated
solutions are created using modern technologies such as artificial intelligence, robotic process
automation, cloud-based solutions and blockchain platforms. Special priority is given to theextensive automation of business processes with the goal of excellent service quality and efficiency. Together with the Digital Business and Transformation specialist department and theregions, we have succeeded in making new, digitally available services and business models
available to our customers and continuously enhancing them using agile methods. The necessary capacity and expertise are constantly being expanded at the Hamburg and Gdańsk locations as well as with partners. Having already fitted much of its reefer container fleet with remotemonitoring technology, Hapag-Lloyd began equipping all of its standard containers with GPS
tracking devices as well in 2022. The tracking devices will be able to transmit data from containers in real time, thereby increasing transparency and efficiency in the supply chain. They can
supply GPS-based location data, measure the surrounding temperature and monitor any sudden
shaking of the container. The tracking data is undergoing initial internal testing and should bemade available to customers as an additional product during 2023.

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EMPLOYEESThe Hapag-Lloyd Group employed 14,248 employees as at 31 December 2022 (previous year:
14,106 employees). Of this total, 12,316 were shore-based employees (31 December 2021:
11,997), while 1,704 people were employed in the marine division (31 December 2021: 1,868).
The number of shore-based employees rose by 319 people. The increase was a result of the
expansion of the Global Service Center in Turkey, the IT department and the takeover of DAL
in the second quarter of 2022.
Number of employees
31.12.2022

31.12.2021

31.12.2020

Marine personnel

1,704

1,868

2,023

2,072

Shore-based personnel

12,316

11,997

10,867

10,691

Apprentices
Total

31.12.2019

228

241

227

233

14,248

14,106

13,117

12,996

The average period of employment for shore-based employees was around 8.1 years (previous
year: 8.0 years).
There is a strong focus on vocational training and qualifications for both the shore-based andmarine employees. Hapag-Lloyd attaches particular importance to extensive, high-quality training. The proportion of those offered jobs at the end of their training is generally between 80%
and 90% (2022: 88%). As at 31 December 2022, Hapag-Lloyd employed a total of 228 apprentices (31 December 2021: 241), of whom 130 were in shore-based positions and 98 were at sea(previous year: 145 shore-based and 96 at sea).

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SHAREHOLDER STRUCTURE AND DIVIDEND
Shareholder structure of Hapag-Lloyd AG
The shareholder structure of Hapag-Lloyd AG is dominated by its five major shareholders,which hold 96.4% of the company’s share capital between them. These include Kühne Maritime
GmbH together with Kühne Holding AG (Kühne), CSAV Germany Container Holding GmbH(CSAV), Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV),
and Qatar Holding Germany GmbH on behalf of the Qatar Investment Authority (QIA) and Public
Investment Fund of the Kingdom of Saudi Arabia (PIF). In addition, CSAV, Kühne Maritime GmbHand HGV have agreed under a shareholders’ agreement to exercise their voting rights from theshares in Hapag-Lloyd AG by issuing a common voting proxy, thereby making important decisions together.
As at 31 December 2022, the shareholder structure of Hapag-Lloyd AG was unchanged compared to the previous year.
in %31.12.2022

Kühne Holding AG and Kühne Maritime GmbH

30.0

CSAV Germany Container Holding GmbH

30.0

HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH

13.9

Qatar Holding Germany GmbH

12.3

Public Investment Fund of the Kingdom of Saudi Arabia

10.2

Free float

3.6

Total

100.0

Dividend policy and dividend proposal
As far as legally and financially possible, Hapag-Lloyd aims to pay a dividend of at least 30%
of its consolidated profit for the year. Hapag-Lloyd AG’s retained earnings under German commercial law form the basis for determining the distribution of dividends. Under German law, theAnnual General Meeting decides how the retained earnings are to be used. Against the background of the very positive business development, the Executive and Supervisory Board of
Hapag-Lloyd AG jointly propose to the Annual General Meeting that a dividend of EUR 63.00 per
share be paid for the 2022 financial year (previous year: EUR 35.00 per share). This represents
a disbursement ratio in relation to Group profits of around 65% (previous year: around 68%).

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ECONOMIC REPORTGENERAL ECONOMIC CONDITIONS
The pace at which the global economy grows and, by extension, at which global trade develops
is a significant factor that influences demand for container shipping services and thus the development of the container shipping companies’ transport volumes.
Despite the rapid spread of the Omicron variant of COVID-19, the global economy got off toa good start in 2022 before the situation deteriorated significantly due to Russia’s invasion of
Ukraine at the end of February. Sharp increases in energy and commodity prices, as well as atemporary worsening of supply bottlenecks due to, among other things, production stoppages
in Ukraine and the sanctions against Russia, led to high inflationary pressures that negatively
impacted consumer behaviour and global economic growth.
The economy of the People’s Republic of China recorded growth of only 3.0% in 2022, downfrom 8.1% in the previous year (National Bureau of Statistics of China, January 2023). With
the exception of 2020, this was the weakest growth since 1976, according to the World Bank.
This development is due in particular to the prolonged lockdowns in important economic
centres. Imports of goods increased by 1.1% and exports by 7.0% (General Administration ofCustoms of the People’s Republic of China, January 2023). The main recipients of Chinese
goods are the USA and Europe. The US economy grew by 2.1% in 2022 (in 2021: 5.9%). The
main growth drivers were higher consumer spending, exports, private inventory investment,
and non-residential fixed investment. The increase in consumer spending was due to higher
spending on services, while spending on goods declined. Imports as well as exports in 2022
increased significantly compared with 2021, primarily due to the sharp rise in energy and raw
material prices. Imports of goods in 2022 increased 14.9% from the same period a year earlier,and exports increased 18.4% (U.S. Department of Commerce, February 2023). The EU recorded
economic growth of 3.6% in 2022, down from 5.4% in 2021. Due to persistently high inflation andthe corresponding negative impact on private consumer spending, economic growth in the EU
increasingly weakened over the course of the year and stagnated in the fourth quarter. Exportsof goods from the EU increased by 18.7% year-on-year in the period from January to November
2022. Imports of goods grew even more significantly by 44.8%, mainly due to a 124.2% increasein energy imports, which in turn was attributable to the sharp rise in energy prices (Eurostat,
January 2023).
Energy prices were characterised by strong volatility and sharp increases as a result of the war
in Ukraine and the resulting uncertainty on the international energy markets. For a time, the priceof Brent crude was more than USD 120 per barrel. However, as the economy began to cool,the oil price fell significantly in the second half of the year. As at 31 December 2022, the priceof Brent crude was USD 85.91 per barrel, up 10.5% from USD 77.78 per barrel at the end of
December 2021 (S&P Global Commodity Insights, Bloomberg).

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SECTOR-SPECIFIC CONDITIONS
Following the outbreak of the COVID-19 pandemic at the beginning of 2020, there was a brief
but significant decline in global container transport volumes, followed by a strong recovery.
In conjunction with regional COVID-19 restrictions, this led to a noticeable disruption to global
supply chains since the fourth quarter of 2020 at the latest, which initially continued into the 2022
financial year. With the abrupt cooling of demand for transport in the second half of 2022, port
congestion was largely cleared by the end of the year, which also significantly improved the­supply chain situation.
Global container transport volumes were initially only slightly below the high level of the previous
year, before there was a significant drop in demand in the second half of the year. Compared tothe previous year, global container transport volumes declined by 3.9% in 2022 (Container Trade
Statistics (CTS), February 2023). This is the sharpest decline since the global financial crisis
in 2009.
Monthly global container transport volumes (in million TEU)
16
15
14
2022
2021
2020

13
12
11
10
Jan.

Feb.

Mar.

Apr.

May

Jun.

Jul.

Aug.

Sep.

Oct.

Nov.

Dec.

Source: CTS (February 2023)

Transport volumes declined significantly, especially in the major trades from Asia to Europe
and North America. Volumes also declined on the routes between Europe and North and SouthAmerica. Only the trades to and from India recorded notable growth.

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Transport volume and growth rates for global container traffic per trade(volume 2022 in million TEU; in brackets: 2022 vs. 2021 in %)15.4 (–9.8%)

5.5 (–2.3%)
2.6 (–4.3%)

6.7 (–13.4%)
Europe(incl. Med)

6.
8%
)

(–

8.
(–

)
%

)
6%

.5

)
%

1.
9

5.

3
(+

.0

)
4%
1.
(–

(0

2.
1

(–

8

6

0

Latin America
Far East

Far East

1
3.

3.

2.

6.0 (–6.7%)

8%)

22.2 (–6.8%)

3.

Far East

North America

Middle East &ISCIntra FE
46.6 (–1.2%)

4.4 (–1.3%)
1.9 (–2.9%)

Global Container Trade 2022: 174 million TEU (–3.9%)
Source: CTS (February 2023)

The Shanghai Containerized Freight Index (SCFI), which tracks spot freight rates on the major
trade routes from Shanghai, declined gradually in the course of 2022 as a result of the weakening demand. With a value of USD 1,108/TEU at the end of 2022, this was significantly lower thanthe previous year’s figure of USD 5,047/TEU.
The share of idle vessels continued to be at a moderate level at 0.7 million TEU, or 2.6% of the
global fleet (previous year: 1.0%) (Alphaliner Weekly, January 2023, December 2022 and 2021).
By comparison, the figure totalled around 2.7 million TEU (Alphaliner Weekly, June 2020) at theend of May 2020, which corresponded to 12% of the global fleet. This was due to the collapse
in demand caused by the outbreak of the COVID-19 pandemic.
Based on figures from MDS Transmodal, a total of 178 container vessels with a transport cap­
acity of approximately 967 TTEU were placed into service in 2022 (prior year period: 162 vessels
with a transport capacity of approximately 1,086 TTEU). According to Clarksons, only eight verysmall container vessels with a capacity of 11.3 TTEU were scrapped in the same period (prioryear period: approximately 0.1 TTEU).
In 2022, orders were placed for the construction of 344 container vessels with a transport cap­
acity totalling 2.5 million TEU, significantly less than the 4.3 million TEU in the prior year period(Clarksons Research, January 2023). Compared with previous years, however, the volume of
new orders remains at a high level. According to MDS Transmodal, the tonnage of commissioned
container ships rose further to around 7.2 million TEU at the end of December 2022, up fromaround 5.4 million TEU in the previous year. This means that, although the order volume in proportion to the current global container fleet capacity is 28.0% and therefore at its highest level
since 2011, it is still significantly below the peak of around 61% recorded in 2007.

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The bunker price initially increased significantly in the first half of 2022. Bunker with low sulphur
content was quoted at times above 900 USD/t (MFO 0.5%, FOB Rotterdam). However, the bunker price fell gradually in the second half of 2022 to 514 USD/t at the end of 2022, which waseven below the level of 550 USD/t at the end of 2021.

EARNINGS, FINANCIAL AND NET ASSET POSITIONGROUP EARNINGS POSITIONIn the 2022 financial year, good demand for container transport contributed to the positive development of the sector which became increasingly weakened in the course of the second half ofthe year. However, a difficult market environment prompted in particular by ongoing disruption
to global supply chains resulted in operational challenges in the reporting year that were reflected
in longer round voyage times for vessels and containers. Furthermore, commodity and energy
costs increased significantly as a result of the Russia-Ukraine war. In the last quarter of the financial year, this market situation began to ease with a pro rata release of port congestion.
Compared with the 2021 financial year, the rise in the average freight rate (in USD/TEU)
of 42.9% resulted in revenue growth of 55.1%, while the transport volume remained at the pre­vious year’s level. The stronger US dollar had a positive effect overall and also increased theresults. The average USD/EUR exchange rate was 1.05 USD/EUR in the 2022 financial year,
after 1.18 USD/EUR in the corresponding prior year period. By contrast, an increase in the average bunker consumption price (+58.5%) and higher handling and haulage expenses (+22.8%)
adversely affected the operating result.
Hapag-Lloyd generated earnings before interest, taxes, depreciation and amortisation (EBITDA)
of EUR 19,428.7 million in the reporting period (prior year period: EUR 10,852.6 million) and earnings before interest and taxes (EBIT) of EUR 17,524.5 million (prior year period: EUR 9,389.8 million). The Group profit came to EUR 17,042.6 million (prior year period: EUR 9,085.0 million).

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Consolidated income statement
1.1.-31.12.2022

1.1.-31.12.2021

Revenue

34,542.7

22,273.5

Transport expenses

13,730.7

10,323.3

Personnel expenses

982.0

810.0

Depreciation, amortisation and impairment

1,904.2

1,462.8

Other operating result–491.3–315.1

17,434.6

9,362.2

90.0

28.8

million EUR

Operating result
Share of profit of equity-accounted investees
Result from investments
Earnings before interest and taxes (EBIT)Interest result and other financial result

–

–1.2

17,524.5

9,389.8

22.6–245.2Other financial items–303.9

1.7

Income taxes

200.6

61.3

17,042.6

9,085.0

17,030.1

9,074.7

Group profit/loss
thereof profit/loss attributable to shareholders
of Hapag-Lloyd AG
thereof profit/loss attributable to non-controlling interests
Basic/diluted earnings per share (in EUR)EBITDAEBITDA margin (%)

12.5

10.4

96.89

51.63

19,428.7

10,852.6

56.2

48.7

17,524.5

9,389.8

50.7

42.2

1.1.-31.12.2022

1.1.-31.12.2021

Atlantic

2,116

2,105

Transpacific

1,735

1,768

Far East

2,230

2,274

Middle East

1,514

1,557

Intra-Asia

634

608

2,933

3,038

EBIT
EBIT margin (%)

Transport volume per trade
TTEU

Latin America
Africa

681

522

Total

11,843

11,872The transport volume of 11,843 TTEU in the 2022 financial year remained at the previous year’slevel (prior year period: 11,872 TTEU) (–0.2%).
The increase in the transport volume on the Africa trade resulted primarily from the expansionof Hapag-Lloyd’s market presence there since the middle of 2021, in particular following the integration of the container shipping company NileDutch and the acquisition of the container liner
shipping business of Deutsche Afrika-Linien GmbH & Co. KG (DAL).

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The lower transport volume on the Latin America trade was essentially due to the optimised
repositioning of containers to other trades. On the Middle East, Far East and Transpacific trades,a difficult market environment characterised by the congestion of local port infrastructure and theresulting delays and suspension of container handling led to a slight decline in the transport volume. Furthermore, all of the aforementioned trades saw a decline in demand in the course of thesecond half of 2022.
Freight rates per trade
1.1.-31.12.2022

1.1.-31.12.2021

Atlantic

2,948

1,808

Transpacific

3,835

2,746

Far East

3,134

2,479

Middle East

2,077

1,512

Intra-Asia

1,845

1,295

Latin America

2,718

1,745

Africa

2,549

1,997

Total (weighted average)

2,863

2,003

USD/TEUThe average freight rate in the 2022 financial year was 2,863 USD/TEU, which was
860 USD/TEU, or 42.9%, above the prior year period (2,003 USD/TEU).
The increase in the freight rate in the 2022 financial year was primarily due to good demand forcontainer transport alongside a simultaneous scarcity of transport capacities in an overstrained
market environment. Over the course of the second half of the year, the market situation withregard to demand and the market environment turned around, resulting in a slowly declining
freight rate at a still high level.
Revenue per trade
1.1.-31.12.2022

1.1.-31.12.2021

Atlantic

5,920.5

3,215.5

Transpacific

6,314.8

4,103.7

Far East

6,634.1

4,763.6

Middle East

2,982.7

1,989.4

Intra-Asia

1,110.1

666.1

Latin America

7,565.2

4,480.8

Africa1,646.6

880.7

Revenue not assigned to trades

2,368.7

2,173.6

Total

34,542.7

22,273.5

million EUR

The Hapag-Lloyd Group’s revenue rose by EUR 12,269.2 million to EUR 34,542.7 million in the2022 financial year (prior year period: EUR 22,273.5 million), representing an increase of 55.1%.
The primary reason for this was the rise in the average freight rate of 42.9% compared with theprevious year. The strengthening of the US dollar against the euro also caused revenue toincrease. Adjusted for exchange rate movements, revenue would have risen by approximately
EUR 9.5 billion, or 38.1%.

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The item for revenue not assigned to trades mainly comprises income from demurrage anddetention for containers, as well as income from charter rents and compensation payments forshipping space. At the same time, revenue for pending voyages already generated is recognised
under revenue not assigned to trades.
Operating expenses
1.1.-31.12.2022

1.1.-31.12.2021

13,730.7

10,323.3

Bunker2,984.6

1,678.2

Handling and haulage

6,617.3

5,389.0

Equipment and repositioning 1

1,585.0

1,219.3

Vessel and voyage (excluding bunker)1

2,548.2

1,936.6

–4.4

100.2

million EUR
Transport expenses
thereof:

Change in transport expenses for pending voyages 2
Personnel expenses

982.0

810.0

Depreciation, amortisation and impairments

1,904.2

1,462.8

Other operating result–491.3–315.1

17,108.1

12,911.3

Total operating expenses
1
2

Including lease expenses for short-term leases
The amounts presented as transport expenses for pending voyages represent the difference between the transport expenses
for pending voyages for the current period and the transport expenses for pending voyages for the previous period. The transport
expenses for pending voyages recognised in the previous periods are presented in the current period as completed transport
expenses.

Transport expenses
Transport expenses rose by EUR 3,407.4 million in the 2022 financial year to EUR 13,730.7 million(prior year period: EUR 10,323.3 million). This represents an increase of 33.0%, which was primarily due to the higher bunker consumption price compared with the previous year, as well as
a rise in container handling expenses. In addition, the stronger US dollar against the euro contributed to the increase in transport expenses. Adjusted for exchange rate movements, transport
expenses would have risen by EUR 2.1 billion, or 18.5%.
Over the 2022 financial year, the average bunker consumption price for Hapag-Lloyd was
USD 753/t, up USD 278/t (+58.5%) on the figure of USD 475/t for the prior year period. This
led to an increase in fuel expenses of EUR 1,306.4 million to EUR 2,984.6 million (prior year
period: EUR 1,678.2 million).
Container handling expenses rose by EUR 1,228.3 million over the reporting year to EUR 6,617.3
million (prior year period: EUR 5,389.0 million). This essentially resulted from increased demurrage and detention for containers due to partial congestion of port and hinterland infrastructure.
In addition, a rise in expenses for the onward transportation of containers, mainly by feeder­vessels, contributed to the increase.
Container and repositioning expenses increased year-on-year due to higher expenses for­demurrage and detention for empty containers at port terminals and for repositioning them.

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The increase in expenses for vessels and voyages (excluding fuel) resulted primarily from therise in the percentage of vessels chartered on a medium-term basis and the resulting operating
expenses (non-leasing components) as well as from the increased expenses for container slot
charter costs on third-party vessels.
The gross profit margin (ratio of revenue less transport expenses to revenue) for the 2022 financial year came to 60.3% (prior year period: 53.7%).
Personnel expenses
Personnel expenses rose by EUR 171.9 million to EUR 982.0 million in the 2022 financial year
(prior year period: EUR 810.0 million). The increase is mainly attributable the special bonus alreadypaid for the 2022 financial year and the increased number of employees in the Hapag-Lloyd
Group. The stronger US dollar compared to the euro also led to an increase in personnel
expenses. Adjusted for exchange rate movements, personnel expenses would have risen by
EUR 72.4 million.
The Group employed an annual average of 14,267 people (prior year period: 13,634 people).
The personnel expenses ratio (measured in terms of revenue) decreased compared to the­pre­vious year from 3.6% to 2.8%.
Depreciation, amortisation and impairment
In the 2022 financial year, there was a year-on-year rise in depreciation and amortisation of
EUR 441.4 million to EUR 1,904.2 million (prior year period: EUR 1,462.8 million). This increase
was primarily due to the year-on-year rise in the percentage of vessels chartered in on a medium-term basis at simultaneously higher charter rates and the resulting increase in rights of use.
The amortisation of right-of-use assets relating to leased assets (essentially vessels and containers) led to amortisation of EUR 1,030.9 million (prior year period: EUR 712.8 million). The stronger
US dollar compared with the euro also led to a rise in depreciation and amortisation. Adjusted forexchange rate movements, depreciation and amortisation would have risen by EUR 261.6 million.
Other operating result
The other operating result of EUR –491.3 million (prior year period: EUR –315.1 million) comprised the net balance of other operating expenses and income. Other operating expenses
came to a total of EUR 615.5 million in the 2022 financial year (prior year period: expenses of
EUR 398.1 million). This mainly included IT and communication costs (EUR 253.4 million; prioryear period: EUR 209.8 million), consultancy fees (EUR 85.4 million; prior year period
EUR 38.6 million), training and other personnel costs (EUR 43.6 million; prior-year period:
EUR 24.9 million) and administrative expenses (EUR 40.4 million; prior year period: EUR 29.0 million). The other operating income of EUR 124.2 million (prior year period: EUR 82.9 million)
included in the figure resulted primarily from the disposal of non-current assets (EUR 64.7 million;
prior year period: EUR 12.5 million). A detailed overview of the other operating result can befound in Note (5) Other operating result in the Notes to the consolidated financial statements.

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Share of profit of equity-accounted investees
The Notes to the share of profit of equity-accounted investees can be found in Note (12)Investments in equity-accounted investees in the Notes to the consolidated financial
statements of the consolidated financial statements.
Operating result
In the 2022 financial year, earnings before interest and taxes (EBIT) amounted to EUR 17,524.5
million. They were therefore well above the corresponding figure in the prior year period(EUR 9,389.8 million). Earnings before interest, taxes, depreciation and amortisation (EBITDA)
came in at EUR 19,428.7 million in the 2022 financial year (prior year period: EUR 10,852.6 million). The annualised return on invested capital (ROIC) for the 2022 financial year amounted to111.6% (prior year period: 70.0%). Basic earnings per share in the reporting period came to
EUR 96.89 per share (prior year period: EUR 51.63 per share).
Key earnings figures
million EUR
Revenue

2022

2021

34,542.7

22,273.5

EBIT

17,524.5

9,389.8

EBITDA

19,428.7

10,852.6

EBIT margin (%)

50.7

42.2

EBITDA margin (%)

56.2

48.7

Basic Earnings Per Share (in EUR)

96.89

51.63

Return on Invested Capital (ROIC) annualised (%)1

111.6

70.0

1

The calculation of the return on invested capital is based on the functional currency USD.

Interest result and other financial result
The interest result and other financial result in the 2022 financial year was EUR 22.6 million(prior year period: EUR –245.2 million). On the one hand, interest income increased year-on-year,
primarily as a result of the significant expansion of money market transactions. On the one hand,interest income of EUR 199.9 million increased compared to the prior-year period (EUR 21.3 million), mainly due to the significant increase in the volume of money market transactions. On theother hand, interest expenses of EUR 229.7 million decreased compared with the prior-year
period (EUR 266.5 million), in particular due to the refinancing of the euro bond carried out in­fiscal year 2021. In addition, other financial income of EUR 52.4 million (prior-year period:
EUR 0.0 million) increased due to the investments in money market funds carried out for the
first time in the reporting year.
Other financial items
The result for other financial items in the 2022 financial year was EUR –303.9 million (prior year
period: EUR 1.7 million). The main reasons for this change were the realisation of the currency
forward contracts for the euro dividend paid in May 2022 and the realised foreign currency
losses from the corresponding dividend payment.

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Income taxes
The general increase in income taxes by EUR 139.3 million to EUR 200.6 million in the financial
year - is mainly attributable to higher current German income taxes of Hapag-Lloyd AG of
EUR 90.6 million. This increase is due to two effects. Firstly, there was a further increase in­intra-Group dividend income at the level of Hapag-Lloyd AG in the financial year. Secondly,
Hapag-Lloyd AG generated significant income from investments for the first time, which is notin the scope of tonnage profit calculation.
Group profit
Overall, Group profit was significantly up on the previous year at EUR 17,042.6 million (prior year
period: EUR 9,085.0 million). Earnings after taxes consist of the earnings attributable to shareholders of the parent company of EUR 17,030.1 million (prior year period: EUR 9,074.7 million)
and the earnings attributable to non-controlling interests of EUR 12.5 million (prior year period:
EUR 10.4 million).
The total comprehensive income of EUR 17,948.7 million (prior year period: EUR 10,089.0 million)
comprises Group profit of EUR 17,042.6 million (prior year period: EUR 9,085.0 million) and othercomprehensive income of EUR 906.1 million (prior year period: EUR 1,003.9 million). Other comprehensive income essentially comprises a result from currency translation of EUR 750.3 million(prior year period: EUR 919.7 million), a result from the remeasurement of defined benefit pension
plans of EUR 115.8 million (prior year period: EUR 53.7 million) due to a rise in the market interest
rate, and earnings effects from hedging instruments in cash flow hedges of EUR 39.1 million(prior year period: EUR 30.1 million).

GROUP FINANCIAL POSITION
Principles and objectives of financial management
The Hapag-Lloyd Group’s financial management is conducted on a centralised basis by
Hapag-Lloyd AG and aims to ensure the permanent solvency of the company and thus its
ability to maintain financial stability at all times. In addition to making sure there is a sufficient
supply of liquidity, financial risks are limited by means of the hedging of net positions in foreign
currency, the use of derivative financial instruments (currencies and interest), the implementationof a cash pooling system and the optimisation of loan conditions.
Maintaining an appropriate minimum liquidity level is a deciding factor. Efficient financial management is primarily based on optimising short and medium-term cash outflows. This is based onbudgetary planning for a number of years and a rolling monthly liquidity plan that spans a periodof one year. Hapag-Lloyd AG secures its short-term liquidity reserve by means of syndicatedcredit facilities and bilateral bank credit lines, as well as its portfolio of cash and cash e­ quivalents.
In addition, there is a risk-optimised investment strategy for excess liquidity with diversified counterparties of high creditworthiness. Liquidity is invested on a rolling and staggered basis for periods of up to six months using standard money market instruments (time deposits, money market
funds, etc.). To reduce counterparty/concentration risks, investments are broadly diversified with

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E conomic reportbanks and financial institutions in the “investment grade” rating category. Each counterparty
is allocated a maximum investment limit, the amount of which is determined by various credit­
worthiness parameters. The development of these parameters is monitored daily.
The Hapag-Lloyd Group is an international company that is active around the world. It is
exposed to operational financial transaction risks which result from the business operationsof Hapag-Lloyd AG. In particular, these risks include bunker price change risk, currency risk
and interest rate risk.
Changes in commodity prices have an impact on the Hapag-Lloyd Group, particularly withregard to the cost of procuring fuel such as bunker oil. Insofar as it is possible, the risk of bunker
price changes is passed on to the customer based on contractual agreements.
The transactions of the Group companies are conducted mainly in US dollars. The euro, Chinese
renminbi (CNY), British pound (GBP) and Pakistani rupee (PKR) are also significant currencies.
Transactional risks also exist from the financial debt denominated in euros (particularly issued
bonds).
To partially hedge against these euro exchange rate risks, derivative hedging transactions areentered into. Interest rate risks which arise as a result of liquidity procurement on the international
money and capital markets are centrally managed within the scope of interest rate management
and are partly limited using derivative interest rate hedging instruments.
The use of derivative hedging is strictly transaction-related; derivatives are not used for specu­
lation purposes.
Other disclosures about hedging strategies and risk management as well as financial trans­
actions and their scope as at the reporting date can be found in the risk report contained within
the combined management report, and in Note (28) Financial instruments in the Notes to theconsolidated financial statements.
Issuer ratings
Rating/Outlook

31.12.2022

Standard & Poor’s

BB+/Stable

BB/Stable

Moody’s

Ba2/Positive

Ba2/Stable31.12.2021

The international rating agencies Standard & Poor’s and Moody’s regularly assess the financial
strength of Hapag-Lloyd AG. Hapag-Lloyd AG’s issuer rating was raised by one level to “BB+”by Standard & Poor’s rating agency on 4 February 2022. The outlook was rated as “stable”.
On 22 June 2022, Moody’s affirmed the company’s “Ba2” rating and upgraded the outlook
to “positive”.

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Financing
The Group covers its financing requirements with cash inflows from operating activities and byassuming short-, medium- and long-term financial debt.
The financing mix in terms of borrowing is designed to optimise financing conditions, create abalanced range of maturities and achieve investor diversification.
The focus in the 2022 financial year was on the financing of investments in containers and theimplementation and restructuring of financing as part of efforts to optimise the existing capital
structure and costs.
Further disclosures about the maturity profile of existing financing arrangements, as well as financial transactions and their scope as at the reporting date, can be found in Note (28) Financial
instruments in the Notes to the consolidated financial statements.
Financing and investing activities
The Group executed the following major financing and investing activities in the 2022 reportingyear:
Containers• During the 2022 financial year, Hapag-Lloyd AG purchased new containers and container
equipment amounting to EUR 143.5 million. The containers were delivered to Hapag-Lloydthe end of the reporting year.
• Most of the investments in containers and container equipment in the 2022 financial year
were financed using the free liquidity of Hapag-Lloyd AG.
Vessels• For the investments in the new construction and acquisition of 15 container ships with anpurchase obligation (nominal value) of EUR 1,436.8 million as at 31 December 2022, advancepayments of EUR 435.7 million were made in the financial year 2022. The ships will bedelivered by 2025.
• Loan commitments exist for the ship investments in the form of mortgage financing, which
will be drawn down upon acceptance of the vessels.
In the 2022 financial year, Hapag-Lloyd acquired the container liner shipping business ofDeutsche Afrika-Linien GmbH & Co. KG (DAL). In addition, agreements on the acquisition of
the terminal business of the Chilean company SM SAAM S.A. and the Indian company J M Baxi
Ports & Logistics Limited (JMBPL) were concluded. Further details can be found in Note (37)
Share purchase agreements in the Notes to the consolidated financial statements.
In order to strengthen the strategic liquidity reserve, Hapag-Lloyd extended and in somecases increased several credit lines in the 2022 financial year, amounting to USD 500 million(EUR 468.4 million) and USD 230 million (EUR 215.5 million). The existing freight securitisation
programme in the amount of USD 550 million (EUR 515.2 million) was also extended for anotherthree years.

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Covenant clauses of a type customary on the market have been arranged for existing financing.
These clauses primarily concern certain equity, liquidity as well as net leverage of the Group
along with loan-to-value ratios for the financing of investments in vessels.
All covenants were complied with for the 2022 financial year.
Net liquidity
Financial solidity
million EUR

31.12.2022

31.12.2021

Financial debt and lease liabilities

5,436.8

5,497.2

Cash and cash equivalents

15,236.1

7,723.4

Time deposits (other financial assets)

2,787.8–

Net liquidity 1

12,587.1

2,226.3

Unused credit lines

679.2

516.9

Equity ratio (%)

72.1

60.5

1

Cash and cash equivalents, time deposits (other financial assets) less financial debt and lease liabilities

The Group’s net liquidity amounted to EUR 12,587.1 million as at 31 December 2022. This
represents a rise of EUR 10,360.8 million compared to net liquidity as at 31 December 2021.
The improvement was primarily due to a positive operating cash flow. This contrasted with thedividend payment to the shareholders of HLAG, which was recognised in the cash flow fromfinan­cing activities.
The equity ratio increased by 11.7 percentage points, from 60.5% as at 31 December 2021
to 72.1%. The rise was primarily due to the increase in earnings for the year. Equity was up by
EUR 11,749.1 million compared with 31 December 2021 and amounts to EUR 27,911.1 million
as at 31 December 2022. A detailed overview of the change in equity can be found in the con­solidated statement of changes in equity in the consolidated financial statements.
Liquidity analysis
The Hapag-Lloyd Group’s solvency was guaranteed at all times in the last financial year by cash
inflows from operating activities, a portfolio of cash and cash equivalents and bilateral and syndicated loan agreements with banks. The company had a liquidity reserve (cash, cash equivalents
and unused credit facilities) totalling EUR 15,915.3 million (previous year: EUR 8,240.3 million
EUR). Notes regarding restrictions on cash and cash equivalents can be found in Note (17) Cashand cash equivalents in the Notes to the consolidated financial statement.

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C ombined management report99Statement of cash flows and capital expenditure
Condensed statement of cash flows
1.1.-31.12.2022

1.1.-31.12.2021

19,428.7

10,852.6

Working capital changes

328.4–344.4

Other effects 1–253.8–102.5

19,503.3

10,405.7

Cash flow from investing activities–4,065.4–1,227.4

Free cash flow

15,437.9

9,178.3

Cash flow from financing activities–8,229.7–2,481.0

Cash-effective changes in cash and cash equivalents

7,208.2

6,697.3

million EUR
EBITDA

Cash flow from operating activities

1

From the 2022 financial year onwards, payments received for interest included in the other effects are notreported under cash inflow/outflow from operating activities, but under cash inflow/outflow from investing activities.
The previous year’s values were adjusted accordingly.

The statement of cash flows shows the development of cash and cash equivalents, with a separ­
ate presentation of cash inflows and outflows from operating, investing and financing activities.
Cash flow from operating activities
Hapag-Lloyd generated an operating cash flow of EUR 19,503.3 million in the 2022 financial year
(prior year period: EUR 10,405.7 million). The increase in the cash flow from operating activities
was primarily due to higher earnings in the 2022 financial year.
Cash flow from investing activities
In the 2022 financial year, the cash outflow from investing activities totalled EUR 4,065.4 million(prior year period: EUR 1,227.4 million). This primarily included investments of cash and cash
equivalents in time deposits with a maturity of more than three months totalling EUR 2,824.1 million (prior year period: EUR 0.00 million). Additionally, payments for investments of EUR 1,440.6 million (prior year period: EUR 1,252.7 million) in vessels, ship equipment and new containers were
made. The payments for containers acquired in the previous year included in the investment
amount were EUR 194.8 million. A total of EUR 135.1 million was already paid in the first half of2022 for the acquisition of the container liner business of Deutsche Afrika-Linien GmbH & Co. KG
and the acquisition of shares in joint ventures and associates in the subsequent quarters. Thiswas mainly offset by cash flows from interest of EUR 194.6 million (prior year period: EUR 4.3 million) and cash flows from disposal of property, plant and equipment and intangible assets of
EUR 112.6 million (prior year period: EUR 20.2 million).

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Cash flow from financing activities
Financing activities resulted in a net cash outflow of EUR 8,229.7 million in the current reporting
period (prior year period: EUR 2,481.0 million). The cash outflow essentially resulted from the dividend payment to the shareholders of Hapag-Lloyd AG in the amount of EUR 6,151.6 million (prioryear period: EUR 615.2 million). The interest and redemption payments from lease liabilities inaccordance with IFRS 16 totalled EUR 1,144.3 million in the current financial year (prior year
period: EUR 748.8 million). In the 2022 financial year, EUR 624.3 million was paid for interest andredemption payments from financial liabilities for vessel and container financing (prior year
period: EUR 1,163.2 million). Furthermore, payments were made for hedging transactions of­dividend payments in the amount of EUR 280.0 million (prior year period: EUR 29.4 million).
Developments in cash and cash equivalents
million EUR

1.1.-31.12.2022

Cash and cash equivalents at beginning of period
Changes due to exchange rate fluctuations

1.1.-31.12.2021

7,723.4

681.3

304.5

344.8

Net changes

7,208.2

6,697.3

Cash and cash equivalents at end of period

15,236.1

7,723.4

In total, there was a cash inflow of EUR 7,208.3 million in the 2022 financial year, with the result
that, accounting for exchange rate-related effects of EUR 304.5 million and changes due tothe scope of consolidation, cash and cash equivalents at the end of the reporting period on
31 December 2022 amounted to EUR 15,236.1 million (31 December 2021: EUR 7,723.4 million).
The cash and cash equivalents dealt with in the statement of cash flows correspond to the­balance sheet item “Cash and cash equivalents”. In addition, there are unused credit facilities
of EUR 679.2 million (31 December 2021: EUR 516.9 million). The liquidity reserve (cash, cash
equivalents and unused credit facilities) therefore totalled EUR 15,915.3 million (31 December
2021: EUR 8,240.3 million).
The detailed statement of cash flows is contained in the consolidated financial statements.
Off-balance-sheet obligations
Information about off-balance-sheet obligations can be found in Note (33) Other financial­obli­gations in the Notes to the consolidated financial statements.

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GROUP NET ASSET POSITION
Changes in the asset structure
million EUR

31.12.2022

31.12.2021

16,894.7

15,284.0

16,746.1

15,204.5

21,792.7

11,430.5

AssetsNon-current assetsof which fixed assets
Current assetsof which cash and cash equivalents

15,236.1

7,723.4

38,687.3

26,714.5

Equity27,911.1

16,162.0

Borrowed capital

10,776.2

10,552.5of which non-current liabilities

4,379.3

4,594.2of which current liabilities

6,397.0

5,958.3of which financial debt and finance lease liabilities

5,436.8

5,497.2

4,044.9

4,138.5

Total assets
Equity and liabilitiesof which non-current financial debt andfinance lease liabilitiesof which current financial debt andfinance lease liabilities

1,392.0

1,358.6

Total equity and liabilities

38,687.3

26,714.5

Net liquidity

12,587.1

2,226.3

72.1

60.5

Equity ratio (%)

As at 31 December 2022, the Group’s total assets amounted to EUR 38,687.3 million, which is
EUR 11,972.8 million higher than the figure at year-end 2021. The change resulted primarily fromthe increase in cash and cash equivalents, the increase in other current financial assets andfixed assets as well as the higher equity. The USD/EUR exchange rate was quoted at 1.07 on
31 December 2022 (31 December 2021: 1.13).
Within non-current assets, the carrying amounts of fixed assets increased by a total of
EUR 1,541.6 million to EUR 16,746.1 million (31 December 2021: EUR 15,204.5 million). The
increase was essentially due to investments in vessels, vessel equipment and containers in theamount of EUR 1,319.1 million (prior year period: EUR 1,379.5 million), new and extended rights
of use for leased assets in the amount of EUR 1,206.3 million (prior year period: EUR 1,449.4 million) and exchange rate effects at the reporting date in the amount of EUR 881.9 million (prioryear period: EUR 1,098.7 million). Depreciation and amortisation of EUR 1,909.4 million had an
opposite effect (prior year period: EUR 1,465.6 million) on fixed assets. This includes an amountof EUR 1,030.9 million (prior year period: EUR 712.8 million) for the depreciation of capitalised
right of use relating to lease assets.

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The increase in other current financial assets resulted primarily from time deposits with a nominal
value of USD 2,976.0 million and a remaining term of more than three months as at 31 December
2022. This corresponds to EUR 2,787.8 million as at the reporting date.
Cash and cash equivalents increased by EUR 7,512.7 million to EUR 15,236.1 million comparedto the end of 2021 (EUR 7,723.4 million) primarily as a result of the positive operating cash flow.
On the liabilities side, equity (including non-controlling interests) grew by EUR 11,749.1 million
to EUR 27,911.1 million. This increase was mainly due to the Group profit of EUR 17,042.6 million(prior year period: EUR 9,085.0 million) recognised in retained earnings and the unrealised gains
from currency translation of EUR 750.3 million (prior year period: EUR 919.7 million) recognised inother comprehensive income. The dividend paid from the previous year’s retained earnings in
the amount of EUR 35.00 (previous year: EUR 3.50) per dividend-eligible individual share, i.e.
EUR 6,151.6 million (previous year: EUR 615.2 million) in total, had an offsetting effect. The equity
ratio was 72.1% as at 31 December of the current year (31 December 2021: 60.5%).
The Group’s borrowed capital rose slightly by EUR 223.7 million in comparison to the 2021
­consolidated financial statements. Within borrowed capital, the financial debt and lease liabilities
remained largely at the previous year’s level of EUR 5,436.8 million (31 December 2021:
EUR 5,497.2 million). The increase in financial debt and lease liabilities associated with newly
acquired or extended charter and leasing contracts in the amount of EUR 1,188.4 million(prior year period: EUR 1,453.2 million) and exchange rate effects as at the reporting date of
EUR 341.5 million (prior year period: EUR 398.4 million) were offset by redemption payments offinancial debt and lease liabilities totalling EUR 1,585.7 million (prior year period: EUR 2,090.1
million).
While trade and other payables contributed to the increase in borrowed capital, contract liabilities
fell significantly by EUR 492.9 million to EUR 952.9 million (31 December 2021: EUR 1,445.8 million) as a result of lower freight rates for transport orders and a simultaneous decline in volumes
on pending voyages as at the reporting date.
Long-term pension provisions decreased by EUR 98.6 million to EUR 212.5 million as a result of ahigher discounting rate. The increase in current other provisions to EUR 964.6 million (31 December 2021: EUR 598.6 million) is mainly due to legal disputes at the reporting date relating to country-specific issues.
As at 31 December 2022, net liquidity, including cash and cash equivalents, time deposits witha maturity of more than three months included in the items of other financial assets as well as
financial debt and lease liabilities, amounted to EUR 12,587.1 million (31 December 2021:
EUR 2,226.3 million).
For further disclosures on material changes in individual balance sheet items, please refer to theNotes to the consolidated statement of financial position in the Notes to the consolidated financial states, notes (10) to (28).

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ACCURACY OF FORECAST
The earnings performance in the 2022 financial year was significantly above the original forecastof 10 March 2022 and within the forecast updated on 28 July 2022. This development is primarily
due to a more robust increase in the average freight rate, while the transport volume turned out
to be lower than initially forecast. The main reasons for the development of earnings are describedin detail in the preceding chapters of the economic report.
Overview of forecasts and target achievement in 2022
Actual Value
2021¹

Forecast
as of
10 March
2022

Forecast
as of
24 April
2022

Forecast
as of
28 July
2022

Actual Value
2022

Transport volume

11.9 m TEU

Increasingslightly

On previous
year’s level

Increasingslightly 1

11.8 m TEU

Average bunker
consumption price

475 USD/t

Increasingclearly

Increasingclearly

Increasingclearly

753 USD / t

Average freight rate

2,003 USD/TEU

Increasing
moderately

Increasingclearly

Increasingclearly

2,863 USD/TEU

EBITDA

EUR 10.9 bn

EUR 10.712.4 bn

EUR 13.615.5 bn

EUR 18.220.1 bn

EUR 19.4 bn

EBIT

EUR 9.4 bn

EUR 8.910.7 bn

EUR 11.713.6 bn

EUR 16.318.2 bn

EUR 17.5 bn

The forecast for transport volume was adjusted to “On previous year’s level” with the publicationof the quarterly financial report 9M 2022 on 10 November 2022.

EXECUTIVE BOARD’S STATEMENT ON OVERALL ECONOMIC PERFORMANCE
Hapag-Lloyd generated a strong positive net result in the 2022 financial year. Both EBITDA and
EBIT were well above the prior year level and within the forecast range last adjusted in July 2022.
The 2022 financial year was dominated by high average freight rates mainly resulting from thehigh demand for container transports. The ongoing disruption to global supply chains led to aslow down in container throughput and increased transport expenses, especially for container
handling. In addition, a high average bunker consumption price, primarily driven by the RussiaUkraine war, resulted in an increase in the corresponding expenses at Hapag-Lloyd.
Overall, the Executive Board considers the business performance in 2022 to be extraordinarily
positive, in particular due to the high average freight rates in the first half of the year. In the second half of the year a gradually changing market environment emerged with an increasing decline
in demand and the proportionate easing of port congestion. This environment led to falling average freight rates, particularly in the fourth quarter of 2022.

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O utlook , risk and opportunit y report

OUTLOOK, RISK AND
OPPORTUNITY REPORTThe outlook, risk and opportunity report explains the expected future development of
Hapag-Lloyd’s key performance indicators and the framework conditions for business development. Risks and opportunities that could cause a deviation from the forecast are also described.

OUTLOOK
General economic outlook
According to the International Monetary Fund (IMF), the global economy is likely to continue its
growth at a slower pace in the current fiscal year 2023. According to the IMF’s January forecast,a moderate increase of 2.9% is expected in 2023, compared with 3.4% in 2022. Economic
growth would thus be below the historical average of 3.8% in the period from 2000 to 2019.
The increase in key interest rates by many central banks to combat inflation and Russia’s war in
Ukraine are likely to dampen the pace of growth in many economies. Only China is expected tosee stronger economic growth due to the lifting of COVID-19 restrictions. Global trade is also
expected to lose momentum, according to the IMF. The volume of world trade is expected toincrease by just 2.4% in 2023, compared with 5.4% in the prior-year period.
Developments in global economic growth (GDP) and world trade volume
2024e

2023e

2022

2021

2020

Global economic growth

3.1

2.9

3.4

6.2

–3.0

Industrialised countries

1.4

1.2

2.7

5.4

–4.4

Developing and newly industrialised countries

4.2

4.0

3.9

6.7

–1.9

World trade volume (goods and services)

3.4

2.4

5.4

10.4

–7.8

in %

Source: IMF, January 2023

Sector-specific outlook
Following the decline in the global container transport volume of 3.9% in 2022, a slight recovery
in demand is expected in the current year. Seabury predicts that the container transport volume
will increase by 2.2% in 2023. This growth is likely to originate primarily in South East Asia, while
only a low level of growth is expected on routes to and from Europe.

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Development of container transport volume

Growth rate (in %)

2024e

2023e

2022

2021

2020

3.3

2.2

-3.9

7.1

-1.3

Sources: CTS (February 2023: 2020 – 2022), Seabury (December 2022: 2023 – 2024)

In 2022, new container vessels with a capacity of 2.5 million TEU were ordered. The order volume thus remained at a very high level, although significantly lower than the record orders of
4.3 million TEU in the year before. According to MDS Transmodal, the tonnage of the commissioned container vessels rose to 7.2 million TEU at the end of 2022, up from 5.4 million TEU in
the previous year. This means that, although the order volume in proportion to the current global
container fleet capacity is 28% and therefore at its highest level since 2011, it is still significantly
below the peak of 61% recorded in 2007.
A significant increase in the delivery of vessels is planned for 2023. However, Drewry predicts
that the postponement of deliveries as well as a high level of scrapping should cause the globally
available container vessel fleet to grow by just 0.5 million TEU, or 1.9%. This would put the netincrease in capacities at an even lower level than in the previous years.
Expected development of global container fleet capacity
2024e

2023e

2022

2021

2020

Existing fleet (beginning of the year)

26.2

25.7

24.7

23.6

23.0

Planned deliveries

4.0

2.5

1.0

1.2

1.1

Expected scrappings

1.0

0.9

0.0

0.0

0.2

Postponed deliveries and other changes

2.0

1.1

0.0

0.1

0.3

Net capacity growth

1.0

0.5

1.0

1.1

0.7

Net capacity growth (in %)

3.8

1.9

3.9

4.5

3.0

million TEU

Source: Drewry Container Forecaster Q42022. Expected nominal capacity based on planned deliveries.
Based on existing orders and current predictions for scrapping and postponed deliveries. Figures rounded.
Rounding differences may be the result of changes in the databases.

Expected business development of Hapag-Lloyd
Hapag-Lloyd recorded very strong business performance in 2022, primarily due to the exceptional market environment. The underlying market conditions at the beginning of 2023 are completely different. With the onset of the decline in demand in the second half of 2022 and thesimultaneous lifting of COVID-19 restrictions in relevant import regions, port congestion hadlargely dissipated by the end of the year. This has significantly improved turnaround times forvessels and containers and led to an increase in available transport capacity. In this environment,
spot freight rates on the major trades from Asia to the Americas and Europe have dropped significantly and are currently approaching pre-COVID-19 levels. At the same time, costs remain at anelevated level, essentially due to inflation.

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In light of this, the Executive Board of Hapag-Lloyd AG expects a gradual normalisation of theearnings trend in the current 2023 financial year. Group EBITDA is expected to be in the range of
EUR 4.0 to 6.0 billion (previous year: EUR 19.4 billion) and EBIT in the range of EUR 2.0 to 4.0 billion (previous year: EUR 17.5 billion). In US dollars, this corresponds to an expected GroupEBITDA in the range of USD 4.3 to 6.5 billion (previous year: USD 20.5 billion) and EBIT in therange of USD 2.1 to 4.3 billion (previous year: USD 18.5 billion).
The earnings expectation for the 2023 financial year is based in particular on the assumptions
that transport volumes can be increased slightly, while the average freight rate is expected to fallsignificantly. The recovery of supply chains as well as the implementation of cost reduction
measures should simultaneously lead to a decrease in transport expenses. The development inthis direction should also be supported by a significantly lower bunker consumption price. However, higher expenses due to inflation are expected to weaken the cost recovery. The earnings
forecast is based on the assumption of an average exchange rate of USD 1.09/EUR. (2022 financial year: USD 1.05/EUR).
The earnings forecast does not take into account impairments on goodwill, other intangible
assets and property, plant and equipment in the course of the 2023 financial year, which are­currently not expected but cannot be ruled out.
Key benchmark figures for the 2023 Outlook

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Actual 2022

Forecast 2023

Global economic growth(IMF, Jan 2023)

3.4%

2.9%

Increase in global trade(IMF, Jan 2023)

5.4%

2.4%

Increase in global container transport volume(CTS, Feb. 2023; Seabury, Dec. 2022)

-3.9%

2.2%

Transport volume, Hapag-Lloyd

11.8 m TEU

Increasing slightly

Average bunker consumption prices, Hapag-Lloyd

USD 753/t

Decreasing clearly

Average freight rate, Hapag-Lloyd

USD 2,863/TEU

Decreasing clearly

EBITDA (earnings before interest, taxes,
depreciation and amortisation), Hapag-Lloyd

EUR 19.4 bn

EUR 4.0-6.0 bn

EBIT (earnings before interest and taxes),
Hapag-Lloyd

EUR 17.5 bn

EUR 2.0-4.0 bn

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The key risks and opportunities that could cause business development to deviate from theoutlook are described in detail below in the risk and opportunity report. The main risks for thedevelopment of the Group’s turnover and earnings are, in particular, a slowdown in the growthof the world economy and world trade volume, also due to international crises and geopoliticaldisputes as well as the unpredictable development of the war in Ukraine, and a resulting decline
in transport volume growth as well as a noticeably negative trend in the average freight rate
beyond the decline assumed in the outlook. In addition, significantly higher bunker prices than
expected belong to the key risks.
The occurrence of one or more of these risks could have a significant negative impact on theindustry and thus also on the business performance of Hapag-Lloyd in financial year 2023,
resulting in negative effects on liquidity and also impairments of goodwill and other intangible
assets and property, plant and equipment.

RISK AND OPPORTUNITY REPORT
Risk management and the strategic focus on business opportunities contribute to the steadyand sustainable enhancement of the Company’s value, the attainment of its medium- andlong-term financial goals and to safeguarding its long-term existence as a going concern.
The risk management system (RMS) comprises potential risks and opportunities, though it
focuses primarily on risks.
OPPORTUNITIESAt Hapag-Lloyd, recognising and exploiting opportunities are integral elements of strategic­management. The basis for the identification of opportunities is the systematic observation andanalysis of developments on the markets relevant to the Group and general and sector-specifictrends from which opportunities can be derived and assessed. This analysis and assessment
form the basis for the adoption of measures which are geared towards long-term sustainablegrowth and are designed to contribute to a sustainable increase in the Company’s value. As oneof the world’s leading container liner shipping companies, Hapag-Lloyd is subject to a wide
range of developments in regional and international markets. The general conditions describedin this management report and the information regarding market, competition and businessdevelopments reveal a diversity of potential opportunities.
By utilising and enhancing its own strengths and competitive advantages, Hapag-Lloyd strives
to exploit any potential opportunities that arise to the greatest possible extent.

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RISK MANAGEMENTThe objective of risk management is to recognise and analyse risks at an early stage and todevelop and implement adequate risk responses to lower the risk to an acceptable risk level
and therefore secure the achievement of Hapag-Lloyd’s business objectives. Thanks to moni­
toring and control systems installed throughout the Group, business developments and associated risks are regularly recorded, assessed and monitored with regard to their effects on
Hapag-Lloyd. Risk management is decentralised in accordance with Hapag-Lloyd’s organi­sational structure. The structure of the iterative risk management process is an adaptation of
the internationally recognised risk management standard “COSO (Committee of Sponsoring
Organizations of the Treadway Commission) Enterprise Risk Management – Integrating with
Strategy and Performance”.
Segregation of duties and the associated role concept have been designed based on the ThreeLines Model of the Institute of Internal Auditors. These and other principles, roles and respon­
sibilities, processes and thresholds of risk management are defined in a Group guideline which
is valid for the entire Group. Within the context of the decentralised structure of risk management, risk managers are appointed across the Group and are responsible for continuously iden­
tifying, assessing, managing and monitoring risks in the various regions and central departments.
These risk managers document the risks identified and their assessment, including the risk
responses as part of quarterly risk reporting.
The risk assessment by the decentralised roles is carried out based on at least one scenario.
Further scenarios can be added as optional to enhance the risk quantification. The quantitativedescription of the scenarios includes an assessment of the probability of occurrence as well as
the potential financial effects. Starting with the initial gross assessment, the net assessment isderived, taking account of the risk responses which have already been implemented and havean impact on the risks. Based on this, the risks are divided into standardised size categories,
which are then used to divide the risks internally into relevance classes and monitor them. Risk
reports are usually submitted on a quarterly basis to the risk management function in the central
Accounting department. The unscheduled reporting to the risk management function is mandatory if risks are newly identified or newly assessed, with the result that reporting thresholds are
exceeded, or extraordinary events occur which could cause potentially critical damage (ad-hoc
reports).

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The risk management function monitors the regular reporting by risk managers, enhances theportfolio view and summarises the key risks for the Risk Committee on a quarterly basis and,if urgent, on an unscheduled basis. The Risk Committee discusses the risks present and sub­sequently reports on the overall risk situation to the Executive Board. In particular, it reports on
the risk status of significant factors, such as the current development of freight rates and transport volumes during the year, on the potential effects of significant fluctuations in these factors,
on significant individual risks and on geographic or thematic risk concentrations.
Hapag-Lloyd risk management system

Supervisory Board & Audit and Financial Committee

Executive Board of Hapag-Lloyd AG

Risk Committee

Risk Management

Divisions

CEO

COO

CIO / CHRO

CFO / CPO

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In risk management, the methods and systems are adapted according to the type of risk and are
regularly checked, enhanced and adapted to the constantly changing business and regulatory
conditions. The Corporate Audit department conducts regular checks of the risk management
processes and audits the risk early-warning system annually, focusing on different aspects eachtime.
Insurance policies are concluded to cover claims and various other risks that arise in everyday
business activity, insofar as these are economically justifiable. The Group also holds a numberof insurance policies which are customary in the industry and tailored to the requirements ofHapag-Lloyd. These include third-party liability, property and personal insurance, as well as­shipping insurance. The policies are examined regularly and adjusted if required.
RISKS AND OPPORTUNITIESThe key risks and opportunities and their potential impact on the earnings, financial and net asset
position of Hapag-Lloyd, including their probability of occurrence, are listed in the following section “Summarised overview of corporate risks and opportunities”. The subsequent sections provide qualitative descriptions of these and other relevant events that are subject to a high degreeof uncertainty and could influence business developments, although the probability of theiroccurrence and their effects have not been assessed for risk management purposes, unlessother­wise stated. Taking the current outlook into consideration, no new key risks have been
­identified in comparison with the risk reporting in the previous year.
Summarised overview of corporate risks and opportunities
In the view of Hapag-Lloyd’s Executive Board, the key risks relate to a possible decline in transport volume growth and a noticeably negative trend in the average freight rate. The key risks also
include a potential sharp rise in the bunker consumption price and a cyberattack on information
technology and security as well as an impairment of goodwill and other intangible assets.
In the opinion of Hapag-Lloyd’s Executive Board, the key opportunities relate to a positive trend
in the average freight rate, a sharper than expected increase in transport volume and a reductionin the bunker consumption price.
These and further potential for opportunities are regularly analysed and discussed in Hapag-Lloyd’s
management bodies as an integral part of corporate management and in regard to the implementation of the strategic objectives. The Executive Board informs the Supervisory Board about
the potential impact of the opportunities on corporate development in its scheduled meetingsand in individual discussions.
Risks are assigned to internally defined relevance classes according to the net perspectiveof their financial impact and probability of occurrence, i.e. after including the effect of risk
responses. Opportunities are categorised on the basis of the same relevance classes.

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the Group’s targets, mainly EBIT,in the 2023 financial year isclassified as follows:I

C ombined management report

Risk impact classOpportunity impact
class

Bearable

Low≤ USD 100 million

SevereMedium> USD 100 million≤ USD 250 million

CriticalHigh> USD 250 million

Probability class

Probability ranges

The net probability of risks and opportunities
occurring based on the planning assumptions
for the 2023 financial year as at the time of
preparation of the combined management
report is classified as follows:111

Financial impact
rangesRemote< 10%

Low≥ 10% ≤ 25%

Medium

> 25% ≤ 50%

High

> 50%

In addition, the probability of occurrence for the risks and opportunities was compared with theprevious year’s assessment.
The assessment of the risks and opportunities
compared to the previous year results from the change
in the probability of occurrence:

Change class

Changeprobability ofoccurrenceLowersignificant lower

Equal

unchanged

Highersignificant higher

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Key risks and opportunities
Risks

Risks and opportunities

Potential
impactOpportunities

Probabilityof occurencein 2023
Probability
in com­of parison to theoccurence ­previous year

Potential
impactProbabilityof occurencein 2023
Probability
in com­of parison to theoccurence ­previous year

Fluctuation in
average freight rate

CriticalMediumHigher

High

Low

Lower

Fluctuation intransport volume

CriticalMedium

Equal

High

Low

HigherImpairment of goodwill andother intangible assets

Critical

Low

Higher–––Information technology &security - cyberattack

SevereMedium

Equal

–

–

–

Fluctuation in bunker
consumption price

SevereLow

Lower

MediumLow

HigherEconomic risks and opportunities
General economic development
Container shipping is heavily dependent on the general prevailing conditions within and between
economies worldwide and is subject to a high level of uncertainty of being affected to an aboveaverage degree by fluctuations in the economic climate and crisis events. The development offreight rates, which has a significant influence on Hapag-Lloyd’s financial and earnings position,is particularly dependent on the transport demand and capacity supply on routes and therefore
on economic developments in individual regions.
Developments in the global economy and, by extension, the expected volumes of containertransport remain subject to a high degree of uncertainty in 2023. A detailed forecast can befound in the “General economic conditions” chapter as well as in the “Outlook” section.
The pace at which the global economy grows and the resulting increase in global trade is a significant factor that influences demand for container shipping services and thus the developmentof the container shipping companies’ cargo volumes. Local crises and extraordinary global
events could have a sustained negative impact on growth expectations. At the start of 2023, theprospect of a worldwide economic recovery remains subdued, especially because of the global
negative impact on society and the economy resulting from the after-effects of the COVID-19
pandemic. This is due in particular to the continued strain of health services in many countries
and the Russia-Ukraine war, against the backdrop of which the sharp increase in the cost of­living worldwide has further intensified. The resulting uncertainties regarding further economic
development cannot be estimated conclusively for the remainder of the year.
Seabury believes that the volume of global container shipments will rise by 2.2% in 2023. If theeconomic recovery and, by extension, the demand for container shipping services progresses
at a faster rate than forecast in the current year, this would present an opportunity to achieve
additional transport volume growth together with positive impacts on the earning’s position.

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Trade flows and changes in general political conditions
The utilisation of the Group’s transport and container capacities is influenced by the developmentof the trade flows between the various geographic regions. In the case of transport between
regions comprising net exporters and regions comprising net importers, capacity utilisation in
the two directions is divergent. This results in empty legs and associated costs. An increasing
imbalance in global trade could further push up the costs associated with empty legs and therefore have a negative impact on the earnings position. In addition, tighter import restrictions andescalating trade disputes could lead to a temporary weakening and relocation of Asian imports
and exports. As a consequence, this could result in a transport volume decline together withnegative impacts on the earning’s position.
Hapag-Lloyd is active in many countries around the world. Its commercial activities can be­hindered by political tension, wars, terrorism, and economic and social problems such as raw
materials shortages and supply bottlenecks. This can result in disruptions to the production andsupply chains of its customers or have adverse effects on its own liner services. As a further consequence of such disruptions, the use of ports and major shipping channels (Panama Canal,
Suez Canal) might be restricted. Individual countries could react to financial or economic crises
by resorting to protectionist measures, for example by introducing import or foreign exchange
restrictions. Other countries could initiate countermeasures, thereby prompting the fragmentationof global trade relationships and encouraging protectionism. This would have a negative impact
on the development of container shipping, resulting in a directly negative effect on Hapag-Lloyd’s
revenue and earnings.
The increasing industrialisation of the emerging economic regions in Latin America, Asia andAfrica, and the rising prosperity in these countries may result in more goods being exchanged
between each other and with industrialised nations. This could offer additional opportunities
for growth in container shipping in 2023 as a result of new economic and trade agreements.
Hapag-Lloyd is endeavouring to participate in these growth markets with a suitable service­network, which could have a positive impact on the transport volume, beyond the expectationconsidered in the outlook.
Sector- and company-specific risks and opportunities
Fluctuation in average freight rate and transport volume
In respect of the development of freight rates and transport volumes, there are differences
between the various trades in which Hapag-Lloyd is active. Freight rates and transport volumes
in container shipping are traditionally subject to sharp seasonal fluctuations. Freight rate developments are largely determined by the transport capacities available and in demand within a trade.
Hapag-Lloyd’s membership of an alliance is beneficial for it to be able to cover all the key trades
and offer a global service network. Hapag-Lloyd’s membership of THE Alliance puts it in a position to offer its own customers a comprehensive network of liner services on important tradeswith regular departure times, which would not be possible with its own fleet. This means theCompany is better able to capitalise on opportunities arising from developments in transport­volumes and vessel capacities. The development of transport volumes depends heavily on economic activity in the regions linked together by the trades. Hapag-Lloyd is working continuouslyon the further development of IT-based forecast models in order to minimise empty legs andreduce the costs incurred because of them. This results in cost advantages if efforts to reduce
the empty leg ratio to below the market average prove to be successful, which could have a­positive effect on the earnings position.

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In view of the fact that transport capacities in the market are set to increase, due to new vesselorders among other things, intensified competition between shipping companies and stagnating
demand for transport services may again lead to greater price competition in individual trades.
If freight rates or transport volumes do not deliver the expected contribution to earnings, this
could have a negative effect on Hapag-Lloyd’s earnings position and liquidity.
A possible expansion of the services and collaboration within THE Alliance, for example into hinterland transport, could provide additional growth opportunities and therefore have a positive
impact on Hapag-Lloyd’s earnings position.
Fluctuation in bunker consumption priceHapag-Lloyd’s business activity exposes it to market price risks arising from the procurementof fuels (bunker fuel) for the container vessel fleet. Bunker fuel expenditure accounts for a substantial proportion of overall operating costs. Fluctuations in bunker consumption prices have adelayed effect on transport expenses, depending on when the bunker fuel was purchased andsubsequently consumed. The bunker consumption price is the most important factor influencing
fuel costs, which is one of the main cost components for the container shipping industry. In the2022 financial year, the cost of the vessels’ fuel amounted to 8.6% of the Hapag-Lloyd Group’s
revenue.
As a rule, changes in the price of bunker fuel are usually aligned with the price of crude oil, which
has been subject to substantial fluctuations and influenced by a number of economic and geo­
political factors in the past. A steady price increase was recorded at the start of 2022 comparedwith the higher, although falling, price level at the end of 2021. The outbreak of the RussiaUkraine war led to sudden, at times very sharp, price rises in the first half of 2022. However, theprice level stabilised noticeably as the year progressed. A minimal increase in bunker prices tookhold at the start of 2023. If this trend continues further, it is likely to cause fuel costs to increase
more sharply than forecast. Decreasing bunker prices would have an opposite effect.
To limit the effect that rising bunker consumption prices have on its shipping costs, Hapag-Lloydis endeavouring to offset a portion of the fluctuations in raw materials prices by means of the
Marine Fuel Recovery (MFR) mechanism on freight rates. In addition to various parameters, theMFR mechanism takes account of price fluctuations with an optimised coverage of upward anddownward movements in fuel market prices. However, the extent to which this can be implemented depends heavily on the prevailing market situation. If the cost increases cannot bepassed on to customers, or can only be passed on in part, this will have a negative impact onearnings. In general, price risks emanating from fuel procurement can be hedged by means ofhedging transactions in accordance with the internal strategy. However, these hedging trans­
actions do not exist at present.

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Information technology and security
Information and communication technologies are indispensable to Hapag-Lloyd for executing,managing, documenting and developing its business processes globally. The availability ofIT systems enables continuous processing of data to ensure efficient management of businessprocesses and costs.
An IT systems failure, for example due to defective hardware and software components, or also
a temporary total failure of the IT infrastructure due to a cyberattack could hinder business processes and lead to higher costs as a result of business interruptions. To reduce these risks, theIT systems are protected in several ways. Hapag-Lloyd is certified in accordance with ISO 27001
as well as ISO 27701 and has a corresponding information security management system torespond to information security risks. Accounting for these and other risk responses, the negative impact on the financial and earnings position both from a cyberattack as well as from an
unplanned, restricted availability of central IT systems is considered severe and the probabilityof occurrence of such events is classified as medium. With regard to a temporary failure of theoperational system and the network connection, the impact is assessed as bearable.
Risks from capacity bottlenecks at ports and in regional logistics chains
Over the past few years, capacities in container shipping have grown more quickly than the­number of available berths at the ports. If transport and container capacities were increased­further, the loss of time at the ports concerned could be even greater. Furthermore, imbalancesin trade flows could culminate in regional bottlenecks in the availability of vessel and container
capacities. This, along with temporary (partial) closures of container terminals due to crisis
events, could lead to waiting times at the ports in question and result in a sometimes consider­able amount of lost time during loading and unloading of the vessels as well as higher warehousing costs. If these cost increases for longer dwell times of containers cannot be fully passed on
to customers and the delays in the transport chains cannot be reduced, this will have a negative
impact on earnings and on transport volumes.
Labour disputes at the ports could likewise make it difficult to adhere to timetables and possibly
result in substantial additional costs, with negative effects on Hapag-Lloyd’s earnings position.
This could put pressure on Hapag-Lloyd’s operating result and financial position.
As a result of inflationary pressures, there is another risk related to price increases for tariffs forservices at terminals.
Fluctuation in charter rates
Within the framework of a charter contract, a vessel owner puts a vessel at the disposal of a container liner shipping company for a contractually agreed period, with the owner usually also providing the crew, insuring the vessel and taking responsibility for maintenance. As charter rates
are subject to severe fluctuations influenced by how market participants anticipate that supply ofand demand for vessel capacities will develop in the future – especially for short-term contracts –chartering vessels in periods of increasing demand can be more expensive than operating own
vessels.

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As a rule, charter rates shadow the trend in freight rates, which are dependent on expectations
regarding the future development of the supply of and demand for transport capacities, with atime lag of several months. This time lag in adjusting charter rates is caused by the contractualbond between the vessel’s owner and the liner shipping company. This means that in the eventof increasing demand, the owner cannot raise their charter rates before the contract expires.
If demand is weakening, on the other hand, the shipping company cannot reduce its charter
rates before existing contracts expire. In this case, because of price competition among others
but also due to a decrease of the transport volume as a consequence of declining demand fortransport services, falling freight rates accompanied by fixed charter rates can lead to a decrease
in revenue, particularly after a phase of high demand for transport services and vessel chartering. As a result, Hapag-Lloyd may be unable to reduce its portfolio of chartered vessels withabove-average charter rates in comparison to the spot market for several months as a response
to falling freight rates
It cannot be ruled out that charter rates could rise again in the future, despite the fact that they
are falling, and that it might not be possible to pass on these cost increases to customers in theform of higher freight rates. The market fluctuations between the supply of and demand for transport services can lead to opportunities as a result of the achievement of cost advantages andincreasing freight rates. If there is a large inventory of chartered vessels, there may be costadvantages lasting several months if vessels are chartered at favourable rates and the freightrates increase as a result of higher demand. This could have a positive effect on Hapag-Lloyd’s
earnings and net asset position.
Risks from the operation of vessels
The operation of vessels involves specific risks which include accidents, collisions, total loss of avessel, environmental damage, fire, explosions, loss of or damage to the cargo, damage caused
by material defects, human error, war, terrorism, piracy, political activities in individual countries,
loss of certification of vessels, difficult weather conditions and delays resulting from strikes by
the crews or dock workers.
All of the points listed above can prevent vessels from operating, impede a shipment’s progressor lead to the death or injury of people as well as to the loss of or damage to property. This could
damage the reputation of the Company and put pressure on customer relationships. As far as
possible, Hapag-Lloyd has concluded economically appropriate insurance policies to counter
these risks. However, it cannot be ruled out that the existing insurance policies do not cover thefull amount of all types of damage. This could have a significant negative impact on
Hapag-Lloyd’s earnings and net asset position.
Risks arising from the loss of the US flag business
Hapag-Lloyd is one of three international container liner shipping companies that provide­container transport services for the governmental organisations of the USA (US flag business).
If Hapag-Lloyd no longer meets the requirements for this, it could have a negative impact on
its earnings position. The US flag business is operated through the company Hapag-Lloyd
USA LLC.

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Financial risks and opportunities
Management of financial risks
Within the scope of its ordinary, global business activities, Hapag-Lloyd is primarily exposed tocurrency risks and liquidity risks, which can have a significant impact on its net asset, financial
and earnings position. Further information on the Group’s financial position and the managementof financial risks can be found in the economic report.
US dollar exchange rate fluctuations
In international container shipping, the US dollar is the currency in which the bulk of services areusually invoiced. This applies to freight and charter rates, fuel, and the financing of containers
and vessels. The US dollar is the functional currency within the Hapag-Lloyd Group. However,the Group is a business which conducts its operations worldwide and is therefore exposed to
the risk of exchange rate fluctuations because various currencies account for its income andexpenses. This also applies to financial debt assumed in euros.
The reporting currency for the Hapag-Lloyd Group and the individual financial statements ofHapag-Lloyd AG is the euro. Changes in the USD/EUR exchange rate thus have a considerable
impact on the key financial indicators reported in the annual and quarterly financial statements.
As a result, the key financial indicators reported in euros can diverge significantly from the key
financial indicators for the operating activities reported in US dollars.
The materiality of exchange rate fluctuations is monitored on an ongoing basis. If necessary, theGroup hedges a portion of its net cash outflows using a rolling hedge with the aim of limiting currency risks in the consolidated financial statements. Despite this, fluctuations in exchange rates
can have an influence on Hapag-Lloyd’s earnings position.
Interest rate fluctuations
Interest rate fluctuations may arise as a result of raising new funds or in the case of monetaryinvestments. Potential interest rate increase for financial debt are reduced with a balanced portfolio of fixed and variable interest rate structures. Interest rate hedges can be implemented further, if necessary. In the case of monetary investments, however, an increase in the interest rate
represents an opportunity, while a decrease in the interest rate would have a negative impact on
the expected interest result. The probability of occurrence of this risk in the outlook period isclassified as low and the impact on earnings position and liquidity as severe.
Liquidity and access to capital markets
The financial management is managed centrally at Hapag-Lloyd and aims to ensure the permanent solvency of the Company and thus its ability to maintain financial stability at all times. The
Company pursues the goal of securing a sufficient liquidity reserve for itself by means of syndicated credit facilities and bilateral bank loans credit facilities, as well as its portfolio of cash andcash equivalents. In addition, lending limits (so-called loan-to-value ratios) are typically agreed invessel loans, which are reviewed continuously (usually every 6 months) by the lenders. Failure tomeet these loan-to-value ratios usually means that adequate replacement collateral has to be
procured or a corresponding unscheduled repayment has to be made under the loan. Should
this not be possible, the undercutting of the quotas could have a negative impact on the liquidity

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O utlook , risk and opportunit y reportsupply and the financial position of Hapag-Lloyd. As at the reporting date, the used-market
prices for vessels provide a sufficient buffer in the loan-to-value ratios of the Company’s vesselloans. Covenant clauses of a type customary on the market have been arranged for existing
financing. These clauses primarily concern certain equity and liquidity of the Group along withloan-to-value ratios. Non-compliance with the agreed reporting covenants would lead to a tightening of reporting requirements and non-compliance. Non-compliance with the agreed minimum
covenants would also entitle the financial institutions concerned to call in the outstanding loan
amounts immediately. This would have a negative impact on liquidity supply and Hapag-Lloyd’s
financial position. The probability of occurrence of this risk in the outlook period is classified asvery remote.
Any change to Hapag-Lloyd AG’s rating or that of the bond it issues could result in modified conditions for raising new funds and could adversely affect the price and the fungibility of the secur­
ities it has already issued. A downgrade of the rating could therefore have negative effects on thefinancing costs of Hapag-Lloyd, which in turn would adversely affect the Group’s earnings position. A rating upgrade would have the opposite effect.
Risks arising from the impairment of goodwill and other intangible assets
In the event that an impairment test identifies the need to recognise an impairment charge
for goodwill or for other intangible assets, this could have a significant negative effect on
Hapag-Lloyd’s earnings position and equity base. An impairment test as at 31 December 2022
did not identify any need for an impairment charge. Against the background of the uncertainties
in the macroeconomic environment e.g., changes in the interest rate level, the probability of apotential need for an impairment of goodwill or other intangible assets is now classified as low
at the time of reporting.
Risks arising from terminal and logistics investments
Hapag-Lloyd holds stakes in various companies worldwide, particularly in the terminal and logistics industry, and has also entered into agreements to acquire further stakes in companies. The
earnings position, and therefore the dividend distributions and investment value of the company
holdings, are dependent on the demand for relevant services of the respective company. A
demand decrease for example in container transport services in the terminal business would
have a negative impact on the earnings position of the investments and therefore also on theearnings position of Hapag-Lloyd and could negatively affect the carrying amount of the investments and the result from investments.

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Credit default risks
To prevent or reduce bad debt losses, Hapag-Lloyd operates a uniform, centrally controlled
receivables management system. Its components include a standardised approval procedure for
granting loans, complete with a creditworthiness risk check, securing the customer receivables
by means of credit insurance, and a centrally managed reporting system for monitoring the outstanding amounts, including their age structure and the guidelines and rules of receivables management. Please refer to Note (13) Trade accounts receivable and other financial assets of theconsolidated financial statements for information on the scope and type of credit risks as at thebalance sheet date.
Bank default risk management covers the Hapag-Lloyd Group’s derivative financial instruments
and financial investments. The maximum default risk of the derivative financial instruments concluded is restricted to the sum of the positive market values of all of these instruments because
the financial damages in the event of their non-fulfilment by the contractual partners would notexceed this amount. No default risks are expected as derivative financial instruments have beenconcluded with different borrowers of impeccable credit standing. Nonetheless, the counterparty
risk is managed by means of internal bank limits and monitored constantly to restrict the risk
position by adjusting the limit if necessary.
Legal risks and opportunities
Legal and regulatory frameworks
As a container shipping company, Hapag-Lloyd is subject to numerous regulations with domestic
and international applicability. The alteration or broadening of such regulations and the necessityof obtaining further authorisations and the expansion of requirements in relation to documen­
tation and proof could be a burden on the course of business and possibly increase the complexity of business processes due to the adjustments required.
These regulations include numerous safety, security and customs regulations in the respective
countries of origin, transit and destination as well as monitoring, reporting and control regulations
for example emission measurement systems. The Company could face considerable fines if it
infringes applicable regulations.
In connection with this, customs duties could be levied or fines imposed on exporters, importersor the shipping company. Based on current and foreseeable regulatory frameworks, there are no
discernible factors that could lead to restrictions affecting the Group’s commercial activity.

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The legal anchoring of corporate due diligence obligations with respect to international supply
chains entails an expansion of the scope of responsibility of companies as well as increasing
requirements, among other things, for the integration of corresponding monitoring and risk
­mitigation processes for respecting human rights and compliance with labour rights standards.
There is a risk that Hapag-Lloyd could face considerable fines in the event of a breach of due­diligence obligations.
Against the background of the extraordinary market conditions in container shipping during the
COVID-19 pandemic and their impact on global supply chains, regulatory measures could betaken to promote transparency and ensure fair conditions of competition especially with regards
to the passing the increased detention and demurrage charges. A financial risk as consequenceof investigations into potential distortions of competition exists in the form of costs for legal disputes, the ordering of fines as well as possible retroactive claims from customers.
In the age of digitalisation, data protection and data security are crucial in maintaining confidence
between customers and companies. The introduction of the General Data Protection Regulation(GDPR) has bolstered the trend towards more stringent data protection regulations and stricter
penalties, particularly in Asia, Latin America and the Middle East. In addition to conventional dataprotection regulation, some countries and multinational organisations are seeking greater standardisation in the area of IT security and the regulation of data sovereignty.
Furthermore, the increasing digitalisation of business processes is altering Hapag-Lloyd’s risk
exposure, which means that the additional risks relating to data protection law must be con­tinuously assessed and managed. The probability of occurrence of such risks is classified as low
and the net impact on Hapag-Lloyd’s earnings before interest and taxes (EBIT) as bearable.
Climate and environmental protection regulations and decarbonisation
Achieving the 1.5-degree target of the Paris climate protection agreement involves major researchand investment efforts. The maritime industry has invested in climate and environmental protection in recent years and will intensify such activities in the future. To ensure that instruments are
as standardised and effective as possible, the tightening of existing regulations and the development of further measures by the International Maritime Organization (IMO) and supranational
institutions are to be expected.
In the 2021 financial year, Hapag-Lloyd developed an enhanced sustainability strategy whose
main focus is the reduction of greenhouse gases with the goal of carbon-neutral fleet by 2045.
A tightening of existing legal requirements or regulatory timeframes to reduce greenhouse gas
emissions could bring transition risks with them, including in the form of higher costs and a needfor greater investment in technological innovations. This, in turn, could have a negative impact on
the earnings, financial and net asset position.

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Risks relating to legal disputes as well as tax and customs regulations
Hapag-Lloyd AG and some of its subsidiaries are currently involved in legal disputes. These
include among others disputes with foreign tax authorities, claims asserted by former employees
and disputes arising from contractual relationships with suppliers, former agents and customers.
Even if the Company is successful in legal disputes, they can involve higher expenses with a negative impact on the earning’s position if uninsured, and can damage the Company’s reputation.
The impact is classified as bearable and the probability of occurrence of these risks is classified
as low from an overall perspective.
Hapag-Lloyd is also subject to regular tax audits in various countries where the Group conducts
large-scale business activities (e.g. Germany, India, Turkey, USA). These tax audits may lead tothe payment of tax arrears. To the extent that the Company can expect to incur charges andthese charges are quantifiable, these were accounted for by creating corresponding provisions.
The probability of occurrence of these risks is classified as low from an overall perspective.
Strategic risks
In the following, those developments are described as strategic risks which, in addition to theabove-mentioned risks, could negatively affect the medium and long-term business development, i.e., after the forecast period. Depending on the manifestation of the underlying drivers, thestrategic risks described below may negatively impact the earnings, financial and net asset position, and the achievement of the core objectives of the strategy and the long-term financial andnon-financial targets included therein. To achieve the Company’s strategic objectives, a catalogue of measures was developed. This catalogue comprises the three areas of action Simplify,
Strengthen and Invest and will be complemented in the course of the year by the developmentof a new medium-term strategy.
Structural demand & supply imbalance
Unlike the economic and sector-specific risks described above in connection with supply
and demand for container transport services, this risk describes the manifestation of a systemic
imbalance of supply and demand. A sudden increase in transport and container capacities
could, on the one hand, be limited in its efficiency by the fact that transport infrastructureson land are not created and expanded to the same extent. On the other hand, a simultaneous
onset of structurally stagnant or declining transport demand could result from, for example, thereorganisation of supply chains due to shifts in sourcing and production locations against the
backdrop of geopolitical conflicts and macro- and microeconomic deteriorations in leading andemerging economies.

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Viability of core liner business model
Hapag-Lloyd’s business model as globally operating liner shipping company is dependent
on various internal, but also external influencing factors, whose technological as well as­regu­latory reform harbours uncertainty. The ability to respond quickly to customer needs fortechnological innovations and process improvements is a critical success factor, as is the rapid
adoption of disruptive transport technologies and technological innovations. In addition, further
consolidation among liner shipping companies and ongoing consolidation of the transport sector,
e.g. in the form of vertical transport chain integration, could have an equally negative impact on
Hapag-Lloyd’s business development as the fragmentation of the competitive field due to themarket entry of new, non-traditional competitors. In addition, the equal tax treatment of containertransport services in the competitive environment, both locally and globally, also contributes
to the viability of Hapag-Lloyd’s business model. A change in the existing legal framework withregard to the continuation of the tonnage tax or even the introduction of a global minimum tax­
ation could have a negative impact on the profitability of the liner shipping business model.
Regulatory limitation to shipping line cooperation
Regulations, such as the European Union block exemption regulation for liner shipping consortia
and the U.S. Ocean Shipping Act, form a significant part of the legal framework for cooperation
between container liner shipping companies in the form alliances and other standard market
practices of cooperation. A repeal or more restrictive reform of these and other competition law
regulations, but also a strategic realignment of competitors and alliances could lead to restricted
cooperation opportunities regionally and globally. This could have a mediate negative impact on
cost efficiencies, business processes and operational structures.
Response to global warming
The advancing global warming, the resilience of the implementation timeframe for climatechange-related regulations and the possible acceleration of this timeframe as well as possibly
insufficient contributions of the company’s sustainability measures to the achievement of climateneutral business operations could have a negative impact on Hapag-Lloyd’s business perform­
ance. The resulting uncertainty is driven in particular by climate change-related physical risks
such as increases in extreme weather events and transition risks in the form of insufficient technological progress in the development and regional availability of climate-neutral fuels but globally inconsistent emissions pricing and taxation regulations.
Black swanBlack swan describes extremely rare and unforeseen event that ripples through systems withcomplex dependencies and thus creates an impact of unexpected magnitude. Root causes forthese events are diverse and can originate from natural hazards e.g., in the form of geological,
meteorological, hydrological, and biological events, or could arise as a consequence of anthropogenic hazards e.g., damages to the environment or other disaster events.

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OVERALL ASSESSMENT OF RISKS AND OPPORTUNITIESThe assessment of Hapag-Lloyd’s overall risk picture is the result of a consolidated analysis of
all of the Group’s key individual risks and opportunities. After the reporting date of 31 December
2022, there are currently no indications of any risks, either alone or in combination with otherrisks, which endanger the continued existence of Hapag-Lloyd as a going concern. The occurrence of one or more of these risks could have a substantial negative impact on the industry and,by extension, on the business development of Hapag-Lloyd in the 2023 financial year, which
could also lead to impairments on goodwill, other intangible assets and property, plant andequipment.
The main risk facing Hapag-Lloyd in 2023 continues to be a market environment characterisedby a strong level of competition, an imminent oversupply of transport capacities and volatile fuelprices, which could lead to a further intensification of the pressure on freight rates and on transport volumes. This, in turn, could have a significant potential impact on the earnings position.
The outlook for global economic performance is positive, and this should lead to increasing
global trade and therefore to growing demand for container transport services. This outlook
for the year is subject to uncertainties in view of the current situation in Ukraine and its con­sequences as well as due to the sustainable recovery of economic developments and therefore
also on the development of the container transport volume, which still cannot be conclusively
assessed.
Description of the significant characteristics of the internal control system
Concept and objectives
Hapag-Lloyd has established an internal control system (ICS) on the basis of the internationallyacknowledged framework “COSO (Committee of Sponsoring Organizations of the Treadway
Commission) Internal Control – Integrated Framework”. The area of compliance is addressed
separately in the compliance management. In the ICS annual report, a combined reporting of
ICS and Compliance is established.
A central ICS coordination unit (ICS Office) exists for the continuous further development andsafeguarding of the ICS. A central technical platform also exists. The ICS platform was overhauled in 2022 and contains the key controls defined for the ICS in a central risk control matrix.
By defining the persons responsible for the controls and organisations, it also contains theorganisational structure established for the ICS. In addition to controls to ensure that operatingcompany objectives are achieved, this ICS also includes the accounting-related ICS.
The primary objectives of the accounting-related ICS are to decrease the risk of significant errors
in accounting, detect substantially incorrect valuations and ensure compliance with applicableaccounting regulations. The principles, processes and measures implemented to this end are
regularly checked and enhanced. Irrespective of its form or structure, however, an ICS cannot
provide absolute assurance that these objectives will be achieved.

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Organisation and significant processes in accounting and consolidation
Hapag-Lloyd AG prepares its annual financial statements in accordance with German accounting
standards and its consolidated financial statements in accordance with the requirements of IFRS.
An IFRS accounting guideline is used. This is codified in the form of procedures and regulations.
Changes to the legal provisions and standards are constantly monitored and the accounting
guidelines and procedures are examined promptly for any adjustments that might be required.
The central Accounting department has overall responsibility for the consolidation process, thepreparation of the financial statements as well as the Group and individual reporting. Information
is obtained from other departments and processed in the course of preparing the financial statements. This includes information from the central Treasury & Finance department for the reporting of hedge relationships and financial derivatives, and information from the central Controlling
department pertaining to Company planning in relation to the impairment tests.
Individual items are accounted for based on the input of external specialists and appraisers, suchas actuaries for pension valuation. The process of preparing the financial statements is carriedout in accordance with a detailed time schedule (the financial statements calendar), which isagreed with the departments and subsidiaries. The central Accounting department is responsible
for ensuring that these time limits are adhered to. Accounting throughout the Group is supported
by means of suitable and standard market accounting systems at Hapag-Lloyd AG and its subsidiaries. The subsidiaries send Group reporting packages needed for the preparation of theconsolidated financial statements. These packages are compiled to form the consolidated financial statements using the SAP Financial Consolidations (FC) system. The necessary steps to betaken in the consolidation process are performed by the central Accounting department.
General internal control activities
Potential effects on financial reporting are often already taken into consideration in the organi­sational environment, e.g. significant investments and financing should already be agreed on withthe central Accounting department before being approved by the Executive Board, particularly inlight of their presentation in the financial statements, and are critically assessed with regard totheir impact on the individual and consolidated financial statements. Further risks are also identified and evaluated by having the Head of Accounting preside over the Risk Committee to ensurethat significant developments or events within the Group and their potential accounting-related
effects can be identified and assessed at an early stage. Compliance with accounting and valu­
ation regulations is monitored by internal controls.

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Some of these internal controls are integrated into processes, while others are established independently of them. These internal controls encompass preventive as well as detective activities.
Segregation of duties and a dual control rule have been implemented as fundamental processintegrated controls to ensure proper accounting. For example, entries are authorised by internal
approval and release procedures. The access controls that have been implemented in the IT systems should also ensure that the booking systems can only be accessed by authorised employees. In addition, reports concerning changes and exceptions, for example, are verified as detective control activities for selected areas.
The Corporate Audit department has a fundamental supervisory role to play in the processindependent control measures. The Corporate Audit department reports to the CFO of
Hapag-Lloyd AG and has a wide range of information, audit and access rights to enable it to fulfil
its role as an internal auditor and advisor. The subjects examined by the Corporate Audit department are systematically selected using a risk-based approach to auditing. They regularly include
processes and internal controls, which are relevant to accounting. In 2021, the Corporate Audit
department was once again subject to an independent quality assessment examining compliance with the professional regulations issued by the German Institute of Internal Auditors (DIIR).
ICS verification process
Hapag-Lloyd AG has put in place a standard procedure to confirm the establishment of the ICS.
During the year, both a global internal self-assessment of the controls of the ICS is conductedusing the ICS platform and an external assessment of a part of these controls. The results arerecorded and the remediation of identified weaknesses is tracked, if applicable. On this basis,the status of the ICS is agreed on in the central departments and subsidiaries with the respon­sible management in the first quarter of the following year. The ICS results are then summarised
and evaluated in the ICS annual report. On this basis, the Executive Board informs the
Hapag-Lloyd AG Audit Committee about the ICS.

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NOTES TO THE INDIVIDUAL FINANCIAL
STATEMENTS OF HAPAG-LLOYD AG

GENERAL PRINCIPLES/PRELIMINARY REMARKSThe Hapag-Lloyd Group is essentially defined by the activities of the parent company
Hapag-Lloyd AG, domiciled in Hamburg. The subsidiaries of Hapag-Lloyd AG mainly act
as agencies on behalf and for the account of Hapag-Lloyd AG.
Hapag-Lloyd AG’s performance is fundamentally subject to the same risks and opportunities as
the Hapag-Lloyd Group. The outlook for the Hapag-Lloyd Group largely reflects the expectationsfor Hapag-Lloyd AG due to both the interconnectedness of Hapag-Lloyd AG with its subsidiaries
and to the significance of Hapag-Lloyd AG within the Group. For this reason, the preceding comments apply to the Hapag-Lloyd Group as well as to Hapag-Lloyd AG.
The factors influencing Hapag-Lloyd AG’s earnings before interest and taxes and those of theGroup differ mainly as a result of the accounting principles used (IFRS and HGB) and particularly
in relation to the different functional currencies (euro and US dollar) in this regard. Accordingly,
Hapag-Lloyd AG is subject to exchange rate risks resulting in particular from financial debt
denominated in USD, cash in hand and cash investments in foreign currencies, while currency
risks arise within the Group from financial debt obtained in EUR and EUR cash in hand and cash
investments.
The annual financial statements of Hapag-Lloyd AG are prepared in accordance with the German
Commercial Code (HGB) and in accordance with the supplementary provisions of the German
Stock Corporation Act (AktG) and were audited by the external auditors KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg. They are published in the online version of the German Federal
Gazette.
Hapag-Lloyd AG has the following key branch offices active in the areas of sales and operations:
Hapag-Lloyd Rotterdam (Rotterdam, Netherlands), Hapag-Lloyd Antwerpen (Antwerp, Belgium),Hapag-Lloyd Denmark (Holte, Denmark) and Hapag-Lloyd Poland (Gdańsk, Poland).
As at 31 December 2022, Hapag-Lloyd AG’s fleet comprised 243 container vessels, 88 of which
it owns including leases with purchase option/obligation at end of term (previous year: 245 vessels, 76 of which it owned). The number of employees of Hapag-Lloyd AG was 4,106 on thereporting date (previous year: 3,848).

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ECONOMIC REPORT
Report on Hapag-Lloyd AG’s development in 2022 compared with the forecast
In the 2021 combined management report of the Hapag-Lloyd Group, earnings from operating
activities before the effects of foreign currency valuation in the 2022 financial year were forecast
to be at the previous year’s level for Hapag-Lloyd AG. With earnings from operating activities of
EUR 16,718.6 million in the 2022 financial year, the result was significantly up on the previous
year’s figure (prior year period: EUR 8,503.7 million) and considerably higher than the Executive
Board’s original expectations. The improvement in earnings was primarily due to the sharp risein freight rates with an unchanged transport volume compared with the previous year. The main
reasons for these developments are described in detail in the economic report of the Group’s
combined management report and the following earnings, financial and net assets position of
Hapag-Lloyd AG.
Earnings, financial and net asset position
The general economic and sector-specific conditions of Hapag-Lloyd AG are essentially thesame as those of the Group and are described in the Economic report of the combined man­agement report. The integration of the container liner shipping business of Deutsche Afrika-LinienGmbH & Co. KG (DAL) acquired in the current financial year had no significant impact on theearnings, financial and net asset position, with the result that the comparability of the two financial years is not impaired in this respect.
Earnings position
While the first months of the 2022 financial year were still dominated by very good demandfor container transport and continuing disruptions to the global transport chains due to the­COVID-19 pandemic, the further course of the financial year saw a stabilization of demand­combined with a decline in freight rates at a high level. In addition, raw material and energy costs,
driven by the Russia-Ukraine war, rose significantly during the year and remained at a high level.
Hapag-Lloyd AG’s transport volume in the 2022 financial year was at the previous year’s level.
In addition, the USD/EUR exchange rate of USD 1.07/EUR as at the reporting date of 31 December 2022 was stronger (previous year: USD 1.13/EUR), which also had a positive effect on earnings. At USD 1.05/EUR, the average USD/EUR exchange rate was 13 cents lower than the
USD/EUR exchange rate in the corresponding prior year period (USD 1.18/EUR). These developments increased earnings from operating activities by EUR 8,214.9 million overall to
EUR 16,718.6 million. In total, Hapag-Lloyd AG recorded a net profit of EUR 17,565.2 million in
the 2022 financial year (prior year period: EUR 8,959.6 million).

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Notes to the income statement
million EUR
Revenue
Decrease/increase in capitalised expenses
for unfinished voyages
Other own work capitalised

1.1.-31.12.2022

1.1.-31.12.2021

34,985.0

21,710.6

–60.8

68.1

7.2

6.4

2,081.4

1,592.2

Transport expenses–16,186.4–11,653.0

Personnel expenses–446.7–369.3

Depreciation, amortisation and impairment–567.4–546.0

Other operating expenses–3,093.9–2,305.4

Operating result

16,718.6

8,503.7

Financial result

1,085.6

540.2

Other operating income

222.4

–48.9

Taxes on income

thereof interest result–108.9–19.3

Result after taxes

17,695.3

9,024.6

Other taxes
Net gain for the year

–130.1–65.0

17,565.2

8,959.6

Retained earnings brought forward

3,439.8

631.8

Balance sheet profit

21,005.0

9,591.4

EBIT

17,450.7

9,024.5

49.9

41.6

18,018.1

9,570.5

51.5

44.1

EBIT margin (%)
EBITDAEBITDA margin (%)

In the 2022 financial year, revenue rose by around 61% to EUR 34,985.0 million (previous year:
EUR 21,710.6 million). This was due to the sharp increase in the average freight rate as a resultof the high level of demand while the transport volume remained at the previous year’s level.
Hapag-Lloyd AG transported a total of 11,745 TTEU in the financial year (prior year period:
11,767 TTEU), which was a decrease of 22 TTEU, or 0.2%. The average freight rate for the 2022
financial year stood at USD 2,863/TEU (prior year period: USD 2,006/TEU) and therefore rose
by USD 857/TEU, or approximately 43%. In particular, the first months of the financial year werecharacterized by continued high demand for container transport services. The war in Ukraine
had a negative impact in the further course of the fiscal year due to the significant increase inenergy costs and increases in inflation, so that the average freight rate declined again in the
fourth quarter of the year.
Other operating income increased from EUR 1,592.2 million to EUR 2,081.4 million in the reporting year. The main reason for this was higher exchange rate gains compared to the prior year
period of EUR 1,742.2 million (prior year period: EUR 1,383.6 million). These primarily resulted
from the measurement of foreign currency items as at the reporting date due to the change inthe USD/EUR exchange rate.

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In the 2022 financial year, transport expenses rose by EUR 4,533.4 million to EUR 16,186.4 million (prior year period: EUR 11,653.0 million), representing an increase of approximately 39%.
Within transport expenses, expenses for raw materials and supplies rose by EUR 1,268.9 million
to EUR 2,972.4 million (prior year period: EUR 1,703.5 million) in particular as a result of the sig­
nificant higher average bunker consumption price. The increase in the cost of purchased serv­
ices of EUR 3,264.4 million to EUR 13,213.9 million was mainly attributable to the higher share ofdemurrage and storage charges for containers due to partial congestion of port and hinterland
infrastructure. A rise in charter rents for vessels also contributed to the increase.
Personnel expenses rose year-on-year by approximately 21% to EUR 446.7 million (prior year
period: EUR 369.3 million), primarily as a result of the special payments made in the current
financial year and the growth in the number of employees. As at 31 December 2022, a totalof 4,106 people (including apprentices) were employed at Hapag-Lloyd (previous year: 3,848
employees). There was a fall in the personnel expenses ratio as a percentage of revenues from
1.7% in the 2021 financial year to 1.3%.
Depreciation, amortisation and impairment of EUR 567.4 million was recorded in the 2022 financial year (prior year period: EUR 546.0 million). The increase here essentially resulted from higher
depreciation due to investments in ocean-going vessels during the financial year. By contrast, theextension of the useful life of selected container vessels by up to three years in the current financial year caused depreciation to fall by EUR 57.3 million in the 2022 financial year. The rules for
implementing new environmental regulations have now been clarified, with the result that the
deployment planning for certain vessels was extended following a further assessment.
In the previous year, a corresponding shortening of the useful life of these container vessels led
to an increase in depreciation of EUR 40.3 million.
The rise in other operating expenses of EUR 788.5 million to EUR 3,093.9 million was
mainly caused by higher exchange rate losses, including bank charges, in the amount of
EUR 1,631.5 million (prior year period: EUR 1,290.3 million). These were largely due to the valu­
ation of foreign currency amounts at the reporting date and realized losses from derivative financial instruments. Losses on the disposal of current asset securities amounting to EUR 132.8 million (prior year period: EUR 0.0 million) also contributed to the increase in other operating
expenses.
Earnings from operating activities in the last financial year were EUR 16,718.6 million (prior year
period: EUR 8,503.7 million). Earnings before interest and taxes (EBIT) also include income fromprofit transfer agreements, income from investments, amortisation and write-backs of financial
assets and current asset securities, expenses from the transfer of losses and other taxes andcame to EUR 17,450.7 million as at the reporting date (prior year period: EUR 9,024.5 million).
Compared to the Group’s EBIT of EUR 17,524.5 million, the German Commercial Code (HGB)earnings are slightly lower. This was primarily caused by the inclusion of subsidiary results within
the Group and different accounting and measurement principles according to IFRS and HGB.

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This effect was offset by the investment income from dividend distributions included in the individual financial statements of Hapag-Lloyd AG, which totalled EUR 992.8 million in the current
financial year (prior year period: EUR 511.5 million). Earnings before interest, taxes, depreciation
and amortisation (EBITDA), defined as EBIT excluding depreciation and amortisation, came to
EUR 18,018.1 million (prior year period: EUR 9,570.5 million) below the Group’s level of
EUR 19,428.7 million (prior year period: EUR 10,852.6 million).
In the 2022 financial year, the financial result improved by EUR 545.4 million to EUR 1,085.6 mil­lion (prior year period: EUR 540.2 million). The main reasons for this were an increase in income
from investments of EUR 481.3 million to EUR 992.8 million, of which dividend income from thesubsidiary UASC Ltd. accounted for the largest share with a total of EUR 879.0 million (prior year
period: EUR 441.6 million). Furthermore, the significant increase in the volume of money market
transactions compared to the previous year led to an improved interest result of EUR 222.4 million (same period of the previous year: EUR -48.9 million) and also contributed to the increasein the financial result. This was offset in particular by foreign currency-related write-downs on
current asset securities from money market transactions amounting to EUR 185.4 million.
A net profit of EUR 17,565.2 million was reported in the 2022 financial year (prior year period:
EUR 8,959.6 million). Including retained earnings carried forward of EUR 3,439.8 million after­distribution of a dividend of EUR 6,151.6 million, the Company recorded retained earnings of
EUR 21,005.0 million (previous year: EUR 9,591.4 million).
Financial and net asset position
Changes in the asset structure
million EUR

31.12.2022

31.12.2021

10,203.8

9,050.5

7,113.8

6,068.4

22,357.1

11,931.6

12,978.0

7,460.0

AssetsFixed assets
thereof property, plant and equipment
Current assets
thereof cash-in-hand, bank balances and cheques
Prepaid expenses

37.3

21.7

32,598.3

21,003.8

Equity23,678.7

12,265.1

Provisions

2,143.4

1,491.3

727.1

825.0

Total Assets
Equity and liabilities

Financial liabilities
thereof short-term
Sundry liabilities
thereof short-term
Deferred income

I

117.9
6,417.9

4,712.5

4,937.8

3.7

4.5

Total equity and liabilities

32,598.3

21,003.8

Net financial position (liquid assets - financial debt)

12,250.8

6,635.0

72.6

58.4

Equity ratio (%)

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Compared to the previous year, Hapag-Lloyd AG’s balance sheet total increased by
EUR 11,594.5 million, from EUR 21,003.8 million to EUR 32,598.3 million as at 31 December
2022. Fixed assets rose by EUR 1,153.3 million to EUR 10,203.8 million, and current assets
by EUR 10,425.6 million to EUR 22,357.1 million.
Within fixed assets, property, plant and equipment increased by EUR 1,045.4 million to
EUR 7,113.8 million. This included investments of EUR 1,553.6 million, which mainly related toadditions to ocean-going vessels in the amount of EUR 916.5 million and advance payments
made on vessels under construction in the amount of EUR 435.7 million. Depreciation totalling
EUR 485.8 million had a negative impact on property, plant and equipment. Additions to oceangoing vessels included intragroup purchases of EUR 560.4 million. The business situation in
2022 allowed for an early repayment of financial debt of the subsidiary UASC Ltd. which led toan elimination of financing restrictions for the vessels accounted for in UASC Ltd. In order tosimplify ship management, it was decided in the 2022 financial year to transfer all 29 vessels
from UASC Ltd. to Hapag-Lloyd AG by the end of the second quarter of 2023, which alreadytook place for the first six vessels by 31 December 2022. At the balance sheet date, there wasan order commitment for investments totalling EUR 1,639.8 million on the basis of contractual
agreements, of which EUR 862.1 million will fall due in the 2023 financial year. The ordercommitment related to vessel new builds in the amount of EUR 1,364.2 million. The financial
obligations in connection with the new vessels are covered by financing drawn partly during
the construction period and partly upon delivery of the vessels.
The increase in current assets of EUR 10,425.6 million to EUR 22,357.1 million was essentially
due to the generation and investment of cash, which led to the first-time recognition of current
asset securities in the amount of EUR 4,753.0 million (previous year: EUR 0.0 million) and to anincrease in cash and cash equivalents from EUR 7,460.0 million to EUR 12,978.0 million. In
addition to trade receivables of EUR 1,507.9 million (previous year: EUR 1,242.2 million),
receivables and other assets mainly included receivables from affiliated companies of
EUR 2,302.0 million (previous year: EUR 2,454.5 million).
As at 31 December 2022, Hapag-Lloyd AG had equity totalling EUR 23,678.7 million (previous
year: EUR 12,265.1 million). The year-on-year change was due to a significantly increased
net profit for the year of EUR 17,565.2 million (previous year: EUR 8,959.6 million). Taking
into account a distribution from the previous year’s retained earnings in the amount of
EUR 6,151.6 million and remaining retained earnings carried forward from the previous yearof EUR 3,439.8 million, as at 31 December 2022 there were retained earnings of EUR 21,005.0
million (previous year: EUR 9,591.4 million). The equity ratio was approximately 73% as at
31 December 2022 (previous year: approximately 58%).
Provisions increased from EUR 1,491.3 million to EUR 2,143.4 million in the reporting period.
This includes provisions for outstanding invoices, which increased by EUR 278.2 million(31 December 2022: EUR 1,084.3 million), in particular due to cost increases and additionalterminal costs, and tax provisions, which increased by EUR 145.3 million (31 December 2022:
EUR 190.3 million) due to higher dividend income and income from cash investments.

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Financial liabilities came to EUR 727.1 million at the reporting date (previous year: EUR 825.0
million). They comprise a euro bond issued by Hapag-Lloyd AG and liabilities to banks. The
decrease in financial liabilities resulted from scheduled debt repayments during the reporting
year totalling EUR 124.5 million. More detailed information on individual financing activities is­provided under Group financial position. The reporting date valuation effects relating to financial
liabilities denominated in US dollars resulted in a EUR 24.8 million increase in financial liabilities(previous year: EUR 27.8 million).
Sundry liabilities decreased from EUR 6,417.9 million to EUR 6,045.4 million and essentially­comprised liabilities to affiliated companies in the amount of EUR 2,472.3 million (previous
year: EUR 2,425.6 million), miscellaneous loans and other financial debt in the amount of
EUR 1,562.9 mil­lion (previous year: EUR 1,633.4 million), trade accounts payable in the amountof EUR 1,371.3 million (previous year: EUR 1,419.6 million) and prepayments received for not­finished voyages in the amount of EUR 496.4 million (previous year: EUR 839.1 million). The
decrease in advance payments for not finished voyages resulted from a lower average freightrate compared with the respective year-end.
For further details on the type and maturity structure of the liabilities in particular, we refer toNote (10) Liabilities in the Notes to the annual financial statements of Hapag-Lloyd AG.
Hapag-Lloyd AG manages the Hapag-Lloyd Group’s liquidity centrally, based on a Group-wide
liquidity concept. This concept requires that a significant portion of the Group’s liquidity is concentrated within Hapag-Lloyd AG. An important instrument of this is the cash reserve located at
Hapag-Lloyd AG. The amount of Hapag-Lloyd AG’s liquidity item therefore reflects the global
business activities of Hapag-Lloyd AG and other Group companies.
Hapag-Lloyd AG’s solvency was fully guaranteed at all times in the last financial year by cash
inflows from operating activities, a portfolio of cash and cash equivalents, and both bilateral andsyndicated credit facilities. The Company had a liquidity reserve (consisting of cash, cash equivalents and unused credit facilities) totalling EUR 13,657.1 million as at 31 December 2022 (previous
year: EUR 7,976.9 million).
Hapag-Lloyd AG is subject to transaction risks resulting in particular from financial debt denom­
inated in US dollars as well as cash investments.
To hedge euro exchange rate risks, derivative hedging transactions are concluded, the hedging
effect of which is only felt within the Group. Interest rate risks which arise as a result of liquidity
procurement on the international money and capital markets are centrally managed within thescope of interest rate management and are partly limited using derivative interest rate hedging
instruments.
The use of derivative hedging is strictly transaction-related; derivatives are not used for specu­
lation purposes.
The off-balance-sheet obligations of Hapag-Lloyd AG are presented in Notes (12) Contin­
gencies and (13) Other financial obligations in the Notes to the annual financial statementsof Hapag-Lloyd AG.

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OUTLOOK, RISK AND OPPORTUNITY REPORTThe outlook for the Hapag-Lloyd Group largely reflects the expectations for Hapag-Lloyd AG
due to both the interconnectedness of Hapag-Lloyd AG with its subsidiaries and to the significance of Hapag-Lloyd AG within the Group. For this reason, the comments on the outlook for the
Hapag-Lloyd Group presented in the outlook, risk and opportunity report also apply in principle
to Hapag-Lloyd AG. The factors influencing Hapag-Lloyd AG’s operating result and that of theGroup differ mainly as a result of the accounting principles used (IFRS and HGB) and of the­different functional currencies (euro and US dollar).
Due to the development of the operating result from operating activities of Hapag-Lloyd AG
before the effects of foreign currency valuation as at the 2022 reporting date, a significant weakening of the result of operating activities to a level without market distortions should be expected,
assuming an unchanged USD/EUR exchange rate at the reporting date of 31 December 2023.
This statement is to be considered in connection with the outlook for the Hapag-Lloyd Group forthe 2023 financial year.
The performance of Hapag-Lloyd AG largely depends on the Hapag-Lloyd Group’s risks andopportunities, which are presented in detail in the outlook, risk and opportunity report in the
combined management report. Furthermore, the following deviating or supplementary risks exist:• As a rule, Hapag-Lloyd AG participates in the risks and opportunities of its investments andsubsidiaries in accordance with its respective stake. The negative impact on ­Hapag-Lloyd AG’s
earnings before interest and taxes (EBIT) is classified as bearable and the probability of occur­
rence is classified as low.
• From the perspective of the individual financial statements of Hapag-Lloyd AG in accordancewith the German Commercial Code (HGB), any strengthening of the US dollar represents
a further risk, in particular for the measurement effects of financial debt denominated in
US dollars on the reporting date. The probability of occurrence is considered to be low andthe impact of such exchange rate fluctuations on Hapag-Lloyd AG’s earnings before interestand taxes (EBIT) is classified as bearable. By contrast, any weakening of the US dollar against
the euro represents an opportunity. The opportunities and risks relating to Hapag-Lloyd AG’s
cash deposits in US dollars are reversed; a weakening of the US dollar represents a risk, whilea strengthening represents an opportunity.
• A sustained loss of customer groups that were acquired through taking over the customer
base of CP Ships Limited, CSAV and UASC and a sustained deterioration in the earnings position of the companies held as financial investments could lead, respectively, to an impairmentof capitalised goodwill in Hapag-Lloyd AG’s statement of financial position and an impairmentof the investments’ carrying amounts. The negative effects on Hapag-Lloyd AG’s earnings
and asset position are classified as critical. Against the background of the uncertainties in
the macro­economic environment e.g., changes in the interest rate level, the probability ofoccurrence of such risks is now assessed as low.
Hapag-Lloyd AG is included in the Group-wide risk management system and the internal control
system of the Hapag-Lloyd Group. For more information, please refer to the risk and opportunity
report in the combined management report.

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REPORT BY THE EXECUTIVE BOARD ON RELATIONSHIPSWITH AFFILIATED COMPANIES
Pursuant to Section 312 of the German Stock Corporation Act (AktG), the Executive Board of
Hapag-Lloyd AG prepared a report on relationships with affiliated companies for the period from
1 January to 31 December 2021, which contains the following conclusion: “Our Company
received appropriate compensation for each legal transaction listed in the report on relationships
with affiliated companies in accordance with the circumstances known to us when the legaltransactions were conducted. No actions required by or in the interests of the controlling com­panies or their affiliated companies subject to a reporting obligation were taken or omitted.”

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OTHER MANDATORY DISCLOSURESDISCLOSURES AND NOTES RELEVANT TO THE TAKEOVERREPORT PURSUANT TO SECTION 315A AND SECTION 289A
OF THE GERMAN COMMERCIAL CODE (HGB)
1.

Composition of subscribed capital

The Company’s subscribed capital totalled EUR 175,760,293.00 as at the reporting date.
It is divided into 175,760,293 no-par registered shares, with each individual share representing
EUR 1.00 of the share capital. The shares are ordinary shares, without exception. Different shareclasses are not issued and are not provided for in the articles of association. Each share is eligible for voting rights and dividends from the time that it is created. Each share grants one vote at
the Annual General Meeting (Section 15 (1) of the articles of association).
2.

Restrictions which affect voting rights or the transfer of shares

A shareholder agreement (the “Shareholders’ Agreement”) is in force between CSAV Germany
Container Holding GmbH, Hamburg (“CG Hold Co”), HGV Hamburger Gesellschaft für Ver­mögens- und Beteiligungsmanagement mbH, Hamburg (“HGV”) and Kühne Maritime GmbH,
Hamburg (“Kühne”) (CG Hold Co, HGV and Kühne are referred to collectively as the “Anchor
Shareholders”). Under the Shareholders’ Agreement, the Anchor Shareholders have agreed
to uniformly exercise their voting rights by issuing a common voting proxy and giving binding
instructions to an agent. To ensure uniform voting, the Anchor Shareholders intend to pass a­resolution on how the pooled votes shall be cast prior to Annual General Meetings. If the Anchor
Shareholders are unable to pass a unanimous resolution on their voting for any agenda item, thedecision will be transferred to the decision-makers of the Anchor Shareholders’ ultimate shareholders. If the ultimate shareholders cannot pass a unanimous decision either, the Anchor Shareholders should cast the votes (a) against the measure with regard to resolutions requiring a 75%
majority of the votes cast or of the subscribed capital present at the time of adoption of the resolution pursuant to mandatory law or the articles of association or (b) each at their own discretion
regarding the respective shares of each of the Anchor Shareholders on resolution proposals
which, pursuant to mandatory law or the articles of association, require a simple majority.
By coordinating their voting rights, the Anchor Shareholders will be in a position to exert a sig­
nificant influence on the Annual General Meeting and, consequently, on matters decided by the
Annual General Meeting, including the appointment of the shareholder representatives to theCompany’s Supervisory Board, the distribution of dividends or proposed capital increases.
Although the Shareholders’ Agreement shall have a fixed term until 31 December 2026, theAnchor Shareholders are free to dispose of their shares. The parties to the Shareholders’ Agreement have granted each other a right of first refusal in the event that one party would like to sellshares representing a certain portion of voting rights (over-the-counter).

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3.

O ther mandator y disclosures

Investments in capital which exceed 10% of the voting rights

At the time of preparation of the financial statements, the Company had received the following
information about investments subject to mandatory disclosure pursuant to Section 160 (1) No 8of the German Stock Corporation Act (AktG). The following voting right notifications from 2015 do
not take account of the total number of voting rights at the end of the reporting period:
CSAV Germany Container Holding GmbH, Hamburg, Germany, notified us on 5 November 2015
pursuant to Section 21 (1a) of the German Securities Trading Act (WpHG) that its share of voting
rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015
was 71.56% (corresponding to 84,524,291 voting rights). 31.35% of the voting rights (corresponding to 37,032,743 voting rights) are held directly by the Company. 40.21% of the voting rights(corresponding to 47,491,548 voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Ver­mögens- und Beteiligungsmanagement mbH.
Compañía Sud Americana de Vapores S.A., Santiago, Chile, notified us on 5 November 2015
pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballin­damm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56% (corresponding to
84,524,291 voting rights). 40.21% of the voting rights (corresponding to 47,491,548 voting rights)
are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime
GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH.
In accordance with Section 22 (1) (1) (1) WpHG, 31.35% of the voting rights (corresponding to
37,032,743 voting rights) are attributable to the Company through CSAV Germany Container
Holding GmbH, of which 3% or more are assigned in each case.
The Luksburg Stiftung, Vaduz, Liechtenstein, notified us on 5 November 2015 pursuant to
Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095
Hamburg, Germany, as at 4 November 2015 was 71.56% (corresponding to 84,524,291 voting
rights). 40.21% of the voting rights (corresponding to 47,491,548 voting rights) are attributable
to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV
Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with
Section 22 (1) (1) (1) WpHG, 31.35% of the voting rights (corresponding to 37,032,743 voting
rights) are attributable to the Company through CSAV Germany Container Holding GmbH, Compañía Sud Americana de Vapores S.A., Quiñenco S.A., Andsberg Inversiones Limitada, Ruana
Copper A.G. Agencia Chile and Inversiones Orengo S.A., of which 3% or more are assigned ineach case.
Inversiones Orengo S.A., Santiago, Chile, notified us on 5 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56% (corresponding to 84,524,291 voting rights).
40.21% of the voting rights (corresponding to 47,491,548 voting rights) are attributable to theCompany pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger
Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with Section 22 (1) (1) (1) WpHG, 31.35% of the voting rights (corresponding to 37,032,743 voting rights)
are attributable to the Company through CSAV Germany Container Holding GmbH, Compañía
Sud Americana de Vapores S.A. and Quiñenco S.A., of which 3% or more are assigned in eachcase.

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Ruana Copper A.G. Agencia Chile, Santiago, Chile, notified us on 5 November 2015 pursuant to
Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095
Hamburg, Germany, as at 4 November 2015 was 71.56% (corresponding to 84,524,291 voting
rights). 40.21% of the voting rights (corresponding to 47,491,548 voting rights) are attributable to
the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with
Section 22 (1) (1) (1) WpHG, 31.35% of the voting rights (corresponding to 37,032,743 voting
rights) are attributable to the Company through CSAV Germany Container Holding GmbH,­Compañía Sud Americana de Vapores S.A. and Quiñenco S.A., of which 3% or more areassigned in each case.
Quiñenco S.A., Santiago, Chile, notified us on 5 November 2015 pursuant to Section 21 (1a)WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg,
Germany, as at 4 November 2015 was 71.56% (corresponding to 84,524,291 voting rights).
40.21% of the voting rights (corresponding to 47,491,548 voting rights) are attributable to theCompany pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Ham­
burger Gesell­schaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with
Section 22 (1) (1) (1) WpHG, 31.35% of the voting rights (corresponding to 37,032,743 voting rights)
are attributable to the Company through CSAV Germany Container Holding GmbH and Compañía Sud Americana de Vapores S.A., of which 3% or more are assigned in each case.
Andsberg Inversiones Limitada, Santiago, Chile, notified us on 5 November 2015 pursuant to
Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095
Hamburg, Germany, as at 4 November 2015 was 71.56% (corresponding to 84,524,291 voting
rights). 40.21% of the voting rights (corresponding to 47,491,548 voting rights) are attributable to
the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with
Section 22 (1) (1) (1) WpHG, 31.35% of the voting rights (corresponding to 37,032,743 voting
rights) are attributable to the Company through CSAV Germany Container Holding GmbH,­Compañía Sud Americana de Vapores S.A. and Quiñenco S.A., of which 3% or more areassigned in each case.
Kühne Maritime GmbH, Hamburg, Germany, notified us on 6 November 2015 pursuant to
Section 21 (1a) of the German Securities Trading Act (WpHG) that its share of voting rights
in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was
71.56% (corresponding to 84,524,291 voting rights). 19.58% of the voting rights (corresponding
to 23,128,073 voting rights) are held directly by the Company. 51.98% of the voting rights(cor­responding to 61,396,218 voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through CSAV Germany Container Holding GmbH and HGV Hamburger
Gesellschaft für Vermögens- und Beteiligungsmanagement mbH.
Mr Klaus-Michael Kühne, Switzerland, notified us on 6 November 2015 pursuant to Section 21 (1a) WpHG that his share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095
Hamburg, Germany, as at 4 November 2015 was 72.20% (corresponding to 85,274,291 voting
rights). 51.98% of the voting rights (corresponding to 61,396,218 voting rights) are attributable to
Mr Kühne pursuant to Section 22 (2) WpHG through CSAV Germany Container Holding GmbH

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O ther mandator y disclosuresand HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. 20.22%of the voting rights (corresponding to 23,878,073 voting rights) are attributable to him pursuant
to Section 22 (1) (1) (1) WpHG through Kühne Holding AG and Kühne Maritime GmbH, of which
3% or more are assigned in each case.
Kühne Holding AG, Schindellegi, Switzerland, notified us on 6 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 72.20% (corresponding to 85,274,291 voting rights).
51.98% of the voting rights (corresponding to 61,396,218 voting rights) are attributable to theCompany pursuant to Section 22 (2) WpHG through CSAV Germany Container Holding GmbHand HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. 19.58%
of the voting rights (corresponding to 23,128,073 voting rights) are attributable to the Company
through Kühne Maritime GmbH pursuant to Section 22 (1) (1) (1) WpHG, of which 3% or more areassigned.
HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg,
Germany, notified us on 6 November 2015 pursuant to Section 21 (1a) WpHG that its share of
voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November
2015 was 71.56% (corresponding to 84,524,291 voting rights). 20.63% of the voting rights (cor­responding to 24,363,475 voting rights) are held directly by the Company. 50.94% of the voting
rights (corresponding to 60,160,816 voting rights) are attributable to the Company pursuant to
Section 22 (2) WpHG through CSAV Germany Container Holding GmbH and Kühne MaritimeGmbH.
The Free and Hanseatic City of Hamburg, Germany, notified us on 6 November 2015 pursuant to
Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095
Hamburg, Germany, as at 4 November 2015 was 71.56% (corresponding to 84,524,291 voting
rights). 50.94% of the voting rights (corresponding to 60,160,816 voting rights) are attributable to
the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and CSAV Germany Container Holding GmbH. 20.63% of the voting rights (corresponding to 24,363,475 voting
rights) are attributable to the Company through HGV Hamburger Gesellschaft für Vermögensund Beteiligungsmanagement mbH pursuant to Section 22 (1) (1) (1) WpHG, of which 3% or moreare assigned.
The Public Investment Fund of the Kingdom of Saudi Arabia, Riyadh, Saudi Arabia, notified us on
24 May 2017 pursuant to Section 21 (1) WpHG that its share of voting rights in Hapag-Lloyd AG,
Ballindamm 25, 20095 Hamburg, Germany as at 24 May 2017 was 10.14% (corresponding to
16,637,197 voting rights).
The State of Qatar, acting through the Qatar Investment Authority, Doha, Qatar, notified us on
24 May 2017 pursuant to Section 21 (1) WpHG that its share of voting rights in Hapag-Lloyd AG,
Ballindamm 25, 20095 Hamburg, Germany as at 24 May 2017 was 14.43% (corresponding to
23,663,648 voting rights). All of the aforementioned voting rights are attributable to the State of
Qatar, acting through the Qatar Investment Authority, Doha, Qatar pursuant to Section 22 (1)WpHG. The companies through which the voting rights are held are (starting with the top sub­sidiary): Qatar Holding LLC, Doha, Qatar, Qatar Holding Luxembourg II S.à.r.l., Luxembourg,
Qatar Holding Netherlands B.V., Amsterdam, Netherlands, Qatar Holding Germany GmbH,
Frankfurt am Main, Germany.

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Holders of shares with special rights

There are no shares with special rights that confer powers of control.
5.

Type of voting right control for employee investments

The Company is not aware of any employees who hold an interest in its capital and do not­exercise their control over voting rights directly.
6.

Rules on appointing and discharging members of the Executive Boardand on amending the articles of association

The guidelines on the appointment and discharge of members of the Executive Board are basedon Sections 84 and 85 of the German Stock Corporation Act (AktG) and on Section 31 of theGerman Co-Determination Act (MitbestG) in conjunction with Section 7 (1) of the articles of association. Pursuant to Section 7 (1) of the articles of association, the Executive Board shall comprise at least two members. The Supervisory Board determines the number of members of the
Executive Board, taking into account the minimum required number of members, it may appoint
one member of the Executive Board as the Chairperson and may appoint deputy members of
the Executive Board.
The articles of association can only be amended by a resolution of the General Meeting inaccordance with Section 179 of the German Stock Corporation Act (AktG). The resolution of theGeneral Meeting requires a majority of at least three quarters of the share capital represented
when the resolution is being adopted (insofar as the articles of association do not contain any
stricter requirements); Sections 179 et seq. of the German Stock Corporation Act (AktG) areapplicable. In accordance with Section 20 of the articles of association, the Supervisory Board
is authorised to make amendments to the articles of association which only affect the wording.
The Supervisory Board is also entitled to amend the wording of the articles of association after
expiry of the authorisation period (30 April 2022).
7.

Powers of the Executive Board, in particular regarding the option of issuingor buying back shares

In accordance with Section 5 (3) of the articles of association, the Executive Board, subject to theapproval of the Supervisory Board, was authorised to increase the Company’s share capital by
up to EUR 11,282,647.00, fully or in partial amounts, on one or more occasion up to 30 April 2022
by issuing up to 11,282,647 new no-par registered shares against cash contributions and/or
contributions in kind (Authorised Capital 2017). However, the Executive Board did not make useof this authorisation.
Section 71 of the German Stock Corporation Act (AktG) includes rules regarding the acquisitionof own shares. Furthermore, there is no authorisation of the Executive Board granted by the
Annual General Meeting to buy back own shares.
8.

Significant agreements of the Company which are subject to the conditionof a change of control following a takeover bid, and the resulting effects

The following significant agreements which are subject to the condition of a change of control arein place at the Company:a)	As part of the bond issued by the Company with a value totalling EUR 300 million, theCompany is obliged to offer to buy back the bonds from the bondholders at an amount equal
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O ther mandator y disclosuresa third party who is not an Anchor Shareholder, IDUNA Vereinigte Lebensversicherung auf
Gegenseitigkeit für Handwerk, Handel und Gewerbe, HanseMerkur Krankenversicherung AG,
HanseMerkur Lebensversicherung AG, M.M.Warburg & CO Gruppe (GmbH & Co) KGaA (jointly
also referred to as the “Key Shareholders”), Qatar Holding LLC or the Public Investment Fundof the Kingdom of Saudi Arabia, directly or indirectly acquires more than 50% of the voting
rights of the Company’s shares.
b)	As part of various vessel, container and other bank financing arrangements with outstanding
repayment amounts and the fixed financing commitments regarding the newbuilds with avalue totalling approximately EUR 4,058 million (approximately USD 4,330 million), the respect­
ive lenders have an extraordinary right of termination and/or full mandatory repayment in theevent of a qualified change of control at the Company. If the outstanding amounts after thetermination and/or mandatory repayment that may be due cannot be settled or refinanced,
the creditors will have, among other options, recourse to the financed assets if necessary.
c)	As part of syndicated credit facilities not utilised as at the reporting date with a value totallingaround EUR 679 million (around USD 725 million), the respective lenders are entitled to ter­minate the loan commitment and/or seek repayment of the amounts already utilised in theevent of a qualified change of control at the Company. If the outstanding amounts after thetermination and/or mandatory repayment that may be due cannot be settled or refinanced,
the creditors will have recourse to the collateralised assets to a certain extent.
The qualified change of control mentioned in b) and c) occurs if:• the voting percentage jointly held in the Company by the Key Shareholders 1 and othershareholders who have entered into a voting agreement or a comparable agreement with a
Key Shareholder 2 (“Other shareholders with a voting agreement”) (i) falls to 25% or less, or (ii)falls below the percentage held by a third-party shareholder or by persons or groups acting
together with this third-party shareholder within the meaning of Section 2 (5) of the German
Securities Acquisition and Takeover Act (WpÜG); or• the voting percentage jointly held by the Key Shareholders 3 falls below the voting percentage
held by another shareholder with a voting agreement; or• one of the Anchor Shareholders (including all of its affiliated companies) individually (directly
or indirectly) holds 50% or more of the voting rights in the Company.
9.

Company compensation agreements with Executive Board members
or employees in the event of a takeover bid

Company compensation agreements which are entered into with the members of the Executive
Board or employees in the event of a takeover bid are not in place.

1
2
3

H apag - L lo y d A GIFor some of the financing, the voting percentage of TUI AG was added here.
For some of the financing, reference was made to TUI AG in addition to the Key Shareholders.
For some of the financing, the voting percentage of TUI AG was added here.

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DECLARATION ON CORPORATE GOVERNANCE IN ACCORDANCE WITHSECTIONS 289F (1), (2) AND 315D OF THE GERMAN COMMERCIAL CODE (HGB)AND DECLARATION OF CONFORMITY IN ACCORDANCE WITH SECTION 161
OF THE GERMAN STOCK CORPORATION ACT (AKTG)
The declaration on corporate governance in accordance with Sections 289f (1), (2) and 315d ofthe German Commercial Code (HGB), along with the declaration of conformity in accordancewith Section 161 of the German Stock Corporation Act (AktG), are published in the Company’s
Annual Report 2022. Both declarations have also been published on the Company website athttps://www.hapag-lloyd.com/en/company/ir/corporate-governance/compliance-statement.html,
where they can be accessed at any time. They do not form part of the management report.

NON-FINANCIAL GROUP DECLARATION AS PER GERMAN CSR GUIDELINE
IMPLEMENTATION ACT (CSR-RICHTLINIE-UMSETZUNGSGESETZ)
In addition to the non-financial principles already outlined, sustainable economic, ecological andsocial action is regarded as a basic commercial principle for Hapag-Lloyd.
The separate non-financial Group report as per Section 315b (3) of the German Commercial Code (HGB) is contained in the sustainability report, which can be retrieved from
Hapag-Lloyd AG’s website via the following link: https://www.hapag-lloyd.com/en/company/
responsibility/sustainability/sustainability-report.html#tabnav, and is not part of the management
report.
Hamburg, 21 February 2023
Hapag-Lloyd Aktiengesellschaft
Executive Board

Rolf Habben Jansen

Donya-Florence AmerMark Frese

Dr. Maximilian Rothkopf

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﻿Consolidated
financialstatements

143

﻿

144

CONSOLIDATED INCOME STATEMENT

145

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

146

CONSOLIDATED STATEMENT OF FINANCIAL POSITION148

CONSOLIDATED STATEMENT OF CASH FLOWS

150

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY152

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

152		

Fundamental accounting principles

179		

Segment reporting181		

Notes to the consolidated income statement

192		

Notes to the consolidated statement of financial position

234

Other notes

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C onsolidated financial statements  I

C onsolidated income statement

CONSOLIDATED INCOME
STATEMENTof Hapag-Lloyd AG for the period 1 January to 31 December 2022

Notes

1.1.-31.12.2022

1.1.-31.12.2021

Revenue(1)

34,542.7

22,273.5

Transport expenses(2)

13,730.7

10,323.3

Personnel expenses

(3)

982.0

810.0

Depreciation, amortisation and impairment(4)

1,904.2

1,462.8

Other operating result(5)

million EUR

Operating result

28.8

(12)

90.0

Result from investments

(12)

–

–1.2

17,524.5

9,389.8

Interest income and other finance income

(6)

252.3

21.3

Interest expenses and other finance expenses

(6)

229.7

266.5

Other financial items(7)

Earnings before taxes
Income taxes(8)

Group profit/loss–303.91.7

17,243.2

9,146.3

200.6

61.3

17,042.6

9,085.0

17,030.1

9,074.7

thereof attributable to shareholders
of Hapag-Lloyd AG(9)thereof attributable to non-controlling interests

(21)

12.5

10.4

(9)

96.89

51.63

Basic/diluted earnings per share (in EUR)

I

–315.1
9,362.2

Share of profit of equity-accounted investees
Earnings before interest and taxes (EBIT)

H apag - L lo y d A G–491.3
17,434.6

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145

C O N S O L I DAT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E

CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
of Hapag-Lloyd AG for the period 1 January to 31 December 2022

million EUR

Notes

Group profit/loss

1.1.-31.12.2022

1.1.-31.12.2021

17,042.6

9,085.0

Items that will not be reclassified
to profit and loss:
Remeasurements from defined benefit plans
after tax

(20)

115.8

53.7

Remeasurements from defined benefit plans
before tax

116.8

57.5

Tax effect

–1.0

–3.7

(20)

750.3

919.7

(20)

39.1

30.1

Currency translation differences (no tax effect)
Items that may be reclassified to
profit and loss:
Cash flow hedges (no tax effect)
Effective share of the changes in fair value

19.0

–5.2

Reclassification to profit or loss

20.6

35.8

–0.5

–0.5

Currency translation differences oncash flow hedges
Cost of hedging (no tax effect)

(20)

0.8

0.4

Changes in fair value

–2.9

–2.8

Reclassification to profit or loss

3.8

3.2

Currency translation differences on
cost of hedging––

Other comprehensive income

906.1

1,003.9

Total comprehensive income

17,948.7

10,089.0

17,935.4

10,077.6

13.3

11.4

thereof attributable to shareholders
of Hapag-Lloyd AG
thereof attributable to non-controlling interests(21)

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C onsolidated financial statements
C O N S O L I DAT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N

CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
of Hapag-Lloyd AG as at 31 December 2022

ASSETS
million EUR

Notes

31.12.2022

31.12.2021

Goodwill(10)

1,712.1

1,597.2

Other intangible assets(10)

1,540.4

1,510.1

Property, plant and equipment(11)

13,140.2

11,764.8

Investments in equity-accounted investees

(12)

353.4

332.4

Other financial assets 1

(13)

49.9

15.6

Other non-financial assets 1

(14)

22.7

20.0

Derivative financial instruments

(15)

37.3

12.5

Receivables from income taxes

(8)

5.7

5.4

Deferred tax assets

(8)

33.0

26.0

16,894.7

15,284.0

Non-current assets
Inventories

(16)

440.0

337.2

Trade accounts receivable(13)

2,895.0

2,999.2

Other financial assets 1(13)3,067.1

237.2

Other non-financial assets 1

(14)

132.5

116.4

Derivative financial instruments

(15)

5.5

0.3

Income tax receivables

(8)

16.4

16.8

Cash and cash equivalents(17)

15,236.1

7,723.4

Current assets

21,792.7

11,430.5

Total assets

38,687.3

26,714.5

1

H apag - L lo y d A G

I

From the 2022 financial year onwards, the balance sheet items for other financial assets and liabilities
have been shown separately from the balance sheet items for other non-financial assets and liabilities.
The previous year’s values have been adjusted accordingly.

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C O N S O L I DAT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N

EQUITY AND LIABILITIES
Notes

31.12.2022

Subscribed capital

(18)

175.8

175.8

Capital reserves(18)

2,637.4

2,637.4

Earned consolidated equitty(19)

23,447.3

12,608.8

Cumulative other equity(20)

1,632.9

727.1

27,893.4

16,149.1

million EUR

Equity attributable to shareholders
of Hapag-Lloyd AG
Non-controlling interests(21)

Equity31.12.2021

17.7

12.9

27,911.1

16,162.0
311.1

Provisions for pensions and similar obligations

(22)

212.5

Other provisions

(23)

80.9

101.3

Financial debt

(24)

2,319.4

2,572.1

Lease liabilities(24)

1,725.4

1,566.4

Other financial liabilities 1

(25)

–

2.1

Other non-financial liabilities 1

(26)

0.2

1.2

Derivative financial instruments

(27)

–

25.9

Deferred tax liabilities(8)

Non-current liabilities

40.8

14.1

4,379.3

4,594.2

Provisions for pensions and similar obligations

(22)

10.5

9.5

Other provisions

(23)

964.6

598.6

Income tax liabilities

(8)

165.9

49.6

Financial debt

(24)

457.3

502.0

Lease liabilities

(24)

934.7

856.7

Trade accounts payable(25)

2,615.7

2,323.9

Contract liabilities

(25)

952.9

1,445.8

Other financial liabilities 1

(25)

177.2

136.6

Other non-financial liabilities 1

(26)

81.2

34.5

Derivative financial instruments

(27)

37.0

1.2

Current liabilities

6,397.0

5,958.3

Total equity and liabilities

38,687.3

26,714.5

1

From the 2022 financial year onwards, the balance sheet items for other financial assets and liabilities
have been shown separately from the balance sheet items for other non-financial assets and liabilities.
The previous year’s values have been adjusted accordingly.

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C onsolidated financial statements
C onsolidated statement of cash flo w s

CONSOLIDATED STATEMENTOF CASH FLOWSof Hapag-Lloyd AG for the period 1 January to 31 December 2022

million EURGroup profit/loss

17,042.6

9,085.0

200.6

61.3

Other finacial Items

303.9

–1.7

Interest result

–22.6

245.2

1,904.2

1,462.8

Profit (–)/loss (+) from disposals of non-current assets

–64.8

–12.5

Income (–)/expenses (+) from equity accounted investees
and dividends from other investments

–90.8

–28.9

Other non-cash expenses (+)/income (–)

–37.3

–34.8

Increase (–)/decrease (+) in inventories–81.8–139.5

Increase (–)/decrease (+) in receivables and other assets

302.3–1,383.4

Increase (+)/decrease (–) in provisions

421.2

180.0

Increase (+)/decrease (–) in liabilities (excl. financial debt)–313.3

998.4

Payments received from (+)/made for (–) income taxes

–60.9

–26.4

Cash inflow (+)/outflow (–) from operating activities

19,503.3

10,405.7

Payments received from disposals of property, plant andequipment and intangible assets

112.6

20.2

Payments received from the disposal of other investments–

1.3

Payments received from dividends of equity accounted
investees
Payments received from the disposal of assets held for sale
Payments made for investments in property, plant andequipment and intangible assets
Payments made for investment in financial assets
Net cash Inflow (+)/outflow (–) from acquisition
Payments received for the redemption of issued loans

35.1

25.9

–

33.6

–1,440.6–1,252.7

–8.0

–0.9

–169.8

–69.7

–

10.5

Payments received from the acquisition of shares of equity
accounted investees

50.6

–

Payments made for the acquisition of shares of
equity accounted investees

–15.9

–

Change of financial asstets and financial assets held
for investment
Payments received for interest 1
Cash inflow (+)/outflow (–) from investing activities
1I

1.1.-31.12.2021

Income tax expenses (+)/income (–)

Depreciation, amortisation and impairment (+)/write-backs (–)

H apag - L lo y d A G

1.1.-31.12.2022–2,824.1

–

194.6

4.3

–4,065.4–1,227.4

From the 2022 financial year onwards, payments received for interest are not reported under cash inflow/outflow
from operating activities, but under cash inflow/outflow from investing activities. The previous year’s values were
adjusted accordingly.

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149

C onsolidated statement of cash flo w smillion EUR
Payments made from changes inownership interests in subsidiaries
Payments made for dividends
Payments received from raising financial debt

1.1.-31.12.2022

1.1.-31.12.2021

–36.5

–0.5

–6,165.0–633.5

46.8

497.7

Payments made for the redemption of financial debt

–530.4–1,411.6

Payments made for the redemption of lease liabilities–1,055.3–678.5

Payments made for leasehold improvements
Payments made for interest and fees
Payments received (+) and made (–) from hedges
for financial debt

–

–0.3

–209.3–224.8–280.0–29.4

Cash inflow (+)/outflow (–) from financing activities–8,229.7–2,481.0

Net change in cash and cash equivalents

7,208.2

6,697.3

Cash and cash equivalents at beginning of period

7,723.4

681.3

Change in cash and cash equivalents due toexchange rate fluctuations

304.5

344.8

Net change in cash and cash equivalents

7,208.2

6,697.3

Cash and cash equivalents at end of period

15,236.1

7,723.4

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C onsolidated financial statements
C onsolidated statement of changes in equit y

CONSOLIDATED STATEMENTOF CHANGES IN EQUITYof Hapag-Lloyd AG for the period 1 January to 31 December 2022

Equity attributable

million EUR
As at 1.1.2021
Total comprehensive income

Subscribed
capitalCapitalreserves

175.8

2,637.4––

thereofGroup profit/loss––

Other comprehensive income––

Gains and losses from hedging instruments andcost of hedging transferred to the inventory––

Transactions with shareholders––

thereofDistribution to shareholder––

Distribution to non-controlling interests––

Addition of shares of non-controlling interests––

Disposal of shares of non-controlling interests––

Reclassification from reserve for remeasurementsfrom defined benefit pension plans––

Deconsolidation––

As at 31.12.2021

175.8

2,637.4

As at 1.1.2022

175.8

2,637.4––

Total comprehensive income
thereofGroup profit/loss––

Other comprehensive income––

Transactions with shareholders––

Distribution to shareholder––

Distribution to non-controlling interests––

thereof

Acquisition of shares from non-controlling interests
without change of control
As at 31.12.2022

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–

–

175.8

2,637.4

151

C onsolidated financial statements
C onsolidated statement of changes in equit yto shareholders of Hapag-Lloyd AG
Remeasurementsfrom defined Reserve forReserve
Retained
benefit pension
cash flow for cost of
earnings
plans
hedgeshedging

Reserve forput options on
Translation non-­controlling Cumulativeinterests other equity
reserve

Total

Noncontrollinginterests

4,159.9–208.6

–12.4

–1.9

–42.4

–0.4

–265.86,707.2

15.5

6,722.7

9,074.7

53.7

30.1

0.4

918.7

–

1,002.9

10,077.6

11.4

10,089.0

Total equity

9,074.7

–

–

–

–

–

–

9,074.7

10.4

9,085.0

–

53.7

30.1

0.4

918.7

–

1,002.9

1,002.9

1.0

1,003.9

–

–

–17.8

2.1

–

–

–15.7

–15.7

–

–15.7

–620.0

–

–

–

–

–

–

–620.0–13.9–633.9–615.2

–

–

–

–

–

–

–615.2––615.2

–4.3

–

–

–

–

–

–

–4.3

–14.0

–18.3

–

–

–

–

–

–

–

–

0.1

0.1

–0.4

–

–

–

–

–

–

–0.4

–0.1

–0.5

–5.3

5.3

–

–

–

–

5.3

–

–

–

–0.4

–

–

–

0.4

–

0.4

–

–

–

12,608.8–149.6

–0.1

0.6

876.7

–0.5

727.1

16,149.1

12.9

16,162.0

12,608.8–149.6

–0.1

0.6

876.7

–0.5

727.1

16,149.1

12.9

16,162.0

17,030.1

115.8

39.1

0.8

749.6

–

905.3

17,935.4

13.3

17,948.7
17,042.6

17,030.1

–

–

–

–

–

–

17,030.1

12.5

–

115.8

39.1

0.8

749.6

–

905.3

905.3

0.8

906.1

–6,191.6

–

–

–

–

0.5

0.5

–6,191.2–8.5–6,199.7–6,151.6

–

–

–

–

–

–

–6,151.6––6,151.6

–4.9

–

–

–

–

–

–

–4.9

–8.5

–13.4

–35.1

–

–

–

–

0.5

0.5

–34.7

–

–34.7

23,447.3

–33.8

39.0

1.5

1,626.3–

1,632.9

27,893.4

17.7

27,911.1

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C onsolidated financial statements  I  notes

NOTES TO THE CONSOLIDATEDFINANCIAL STATEMENTS
FUNDAMENTAL ACCOUNTING PRINCIPLESGeneral information
Hapag-Lloyd is an international group whose primary purpose is to provide ocean container liner
shipping activities, logistical services and all other associated business operations and services.
Hapag-Lloyd Aktiengesellschaft (Hapag-Lloyd AG), domiciled in Hamburg at Ballindamm 25,
Hamburg, Germany, is the parent company of the Hapag-Lloyd Group and a listed company inaccordance with German law. The Company is registered in commercial register B of the District
Court in Hamburg under the registration number HRB 97937. The Company’s shares are tradedon the Frankfurt and Hamburg Stock Exchanges.
The declaration of conformity with the German Corporate Governance Code (GCGC) required
under Section 161 of the German Stock Corporation Act (AktG) has been issued by the Executive Board and Supervisory Board, and has been made permanently available on the Company’s
website (www.hapag-lloyd.com).
The consolidated financial statements are reported and published in euros (EUR). All amounts
recognised for the financial year are reported in millions of euros (EUR million) unless otherwise
stated. In individual cases, rounding differences may occur in the tables and charts included inthese consolidated financial statements. Such differences arise for computational reasons.
These consolidated financial statements encompass the financial year from 1 January to
31 December 2022 and were approved by the Executive Board of Hapag-Lloyd AG for passing
on to the Supervisory Board on 21 February 2023. The Supervisory Board will review andapprove the consolidated financial statements on 1 March 2023.
Effects of the Russia-Ukraine war
As a result of the war started by Russia against Ukraine in February 2022, the underlying geo­
political and economic conditions have changed. However, the direct effects of the RussiaUkraine war had only an insignificant impact on the Hapag-Lloyd Group’s business operations in
the 2022 financial year, with the exception of changes in the average bunker consumption price.
Accounting principles
The consolidated financial statements of Hapag-Lloyd AG were prepared in accordance with theInternational Financial Reporting Standards (IFRS) laid out by the International Accounting Standards Board (IASB), including the interpretations of the IFRS Interpretations Committee (IFRIC), as
they are to be applied in the European Union (EU). In addition, the German commercial law pro­visions that must be observed pursuant to Section 315e (1) of the German Commercial Code­(HGB) in the version applicable in the financial year have also been taken into consideration. The
consolidated financial statements are published in the online version of the German Federal
Gazette.

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153

New accounting standards
The following changes to existing standards published by the IASB, which have already beenendorsed, had to be applied for the first time in the 2022 financial year:• Amendments to IFRS 3: “Business Combinations”: Reference to the Conceptual Framework.
• Amendments to IAS 16 “Property plant and equipment”: Proceeds before intended use.
• Amendments to IAS 37 “Provisions, contingent liabilities and contingent assets” Onerous
contracts – Costs for fulfilment of a contract.
• Annual improvements to the IFRS, cycle 2018 – 2020 (amendments to IFRS 1, IFRS 9, IFRS 16
and IAS 41).
The standards to be applied for the first time in the 2022 financial year have no significant impact
on the net asset, financial and earnings position of the Hapag-Lloyd Group.
Standards that were not yet mandatory in the financial year
The following amended standards and interpretations had been adopted by the IASB at the timethese consolidated financial statements were prepared, but were not yet mandatory in the 2022
financial year
Standard/
Interpretation

Mandatory
application as per

Adopted by
EU Commission

IFRS 17

Insurance Contracts and Amendments to IFRS 17

1.1.2023

Endorsed

IFRS 17

Amendments to IFRS 17: Initial Application of
IFRS 17 and IFRS 9 – Comparative Information

1.1.2023

Endorsed

Disclosure of Accounting Policies: Amendments
to IAS 1 and IFRS Practice Statement 2

1.1.2023

Endorsed

IAS 8Definition of Accounting Estimates:
Amendments to IAS 8

1.1.2023

Endorsed

IAS 12

Deferred Tax related to Assets and Liabilities
arising from a Single Transaction:
Amendments to IAS 12

1.1.2023

Endorsed

IAS 1

Amendments to IAS 1: Classification of Liabilities
as Current or Non-current and Non-current
Liabilities with Covenants

1.1.2024

Pending

IFRS 16

Amendments to IFRS 16: Lease Liabilities
in a Sale and Leaseback

1.1.2024

Pending

IAS 1
IFRS PracticeStatement 2

None of these regulations will be applicable until the 2023 financial year or later. The Hapag-Lloyd
Group has decided against early adoption of these standards. Only those provisions relevant to
the Hapag-Lloyd Group are explained below. Unless stated otherwise, the Group does not currently expect there to be any significant effects on the consolidated financial statements as aresult of these standards.

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C onsolidated financial statements  I  notes

EU endorsement has already been given
Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting Policies
The amendment to IAS 1 states that, in future, only “material” accounting policies must be disclosed in the Notes to the financial statements. To be considered material, the accounting policy
must be associated with material transactions or other events and there must be a reason for thedisclosure. For example, a reason for inclusion might be that the policy has been amended or
relates to a voting right, because the policy is complex or highly subject to individual judgement,or because it has been developed in accordance with IAS 8.10 f. The focus in future should thus
be on entity-specific information instead of standardised information. The guidance in PracticeStatement 2 has been adjusted accordingly.
Amendments to IAS 8: Definition of Accounting Estimates
The amendment to IAS 8 clarifies how entities can distinguish better between changes inaccounting policies and estimate changes. To enable this, it has been defined that an accounting
estimate is always related to measurement uncertainty of a financial amount in the financial statements. In addition to input parameters, an entity also uses measurement methods to make anestimate. Measurement methodes may include estimation methodes or measurement
techniques.
Amendments to IAS 12: Deferred Tax related to Assets and Liabilities
arising from a Single Transaction
The amendment is a response to existing uncertainties regarding how entities account fordeferred tax in relation to leases and decommissioning obligations. If assets and liabilities arebeing recognised for the first time, an initial recognition exemption is currently applicable undercertain circumstances. In these cases, there is an exemption from recognising deferred tax. In
practice, however, there has been some uncertainty as to whether this exemption should also
apply to leases and to decommissioning obligations. To ensure uniform application of the standard, a limited amendment to IAS 12 has been made. Due to this amendment, the initial recognition exemption no longer applies to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition, even if the other, currently valid conditions
have been fulfilled. It thus constitutes a counter-exemption from the initial recognition exemption.
The amendments mean, for example, that deferred tax has to be recognised on leases
accounted for by the lessee and on decommissioning obligations.
EU endorsement still pending
Amendments to IAS 1: Classification of Liabilities as Current or Non-Current
and Non-current Liabilities with Covenants
The amendments to IAS 1 relate to an adjustment of the criteria for classification of liabilities as
current or non-current. They clarify that the classification of liabilities as current should be basedon the right of an entity, at the end of the reporting period, to defer settlement of the liability byat least 12 months. If the entity has such rights, the liability is to be classified as non-current.
The right to defer settlement of the liability under such circumstances must be substantial. If theentity is required to fulfil certain conditions for the exercise of such a right, these must be fulfilled
at the end of the reporting period; otherwise, the liability must be classified as current. In add­
ition, the amendments clarify that it is irrelevant for the classification of a liability whether the
management intends or expects the liability to be settled within 12 months of the end of the

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C onsolidated financial statements

155

reporting period. Only the rights in place at the end of the reporting period to defer settlement of
the liability by at least 12 months should affect the classification of a liability. This also applies inthe event of settlement within the (value) adjusting period.
Following other amendments dating from July 2020 that temporarily postponed the date at which
the original amendments were to be applied for the first time from 1 January 2022 to 1 January2023, the amendments were clarified by a further amendment to IAS 1 in October 2022. The­latest amendment affects the classification of debts subject to covenants. As part of this amendment, the IASB also makes clear that covenants that must be fulfilled prior to the balance sheet
date can affect whether debts are classified as current or non-current. Covenants that only haveto be fulfilled after the balance sheet date, on the other hand, do not affect the classification.
Instead of being taken into account as part of the classification procedure, these covenants
should be disclosed in the Notes to the financial statements. This change is intended to help
users of financial statements to assess the extent to which non-current liabilities might prove tobe repayable within 12 months.
Amendments to IFRS 16: Lease Liability in a Sale and leaseback
The amendment to IFRS 16 affects the way lease liabilities from sale and leaseback transactions
are recorded. It stipulates that, following a sale, a lessee must measure the lease liability suchthat they do not record any amount as profit or loss that relates to the retained right of use. The
recently added paragraphs also include, among other things, a series of examples illustrating
possible ways of complying with this requirement, especially in relation to variable lease
payments.
Consolidation principles and methods
All significant subsidiaries, joint ventures and associated companies are included in the consolidated financial statements.
Subsidiaries
Subsidiaries are all companies that are subject to direct or indirect control by Hapag-Lloyd AG.
Control exists if Hapag-Lloyd AG has the power to make decisions due to voting rights or otherrights, is exposed to positive or negative variable returns from the subsidiary, and can influencethese returns through its power to make decisions. Significant subsidiaries are fully consolidated
from the time at which control over the significant subsidiary is acquired. If the control agreement
comes to an end, the companies in question leave the group of consolidated companies.
A subsidiary is consolidated for the first time using the acquisition method. To begin with, a complete fair value measurement of all the subsidiary’s identifiable assets, liabilities and contingent
liabilities at the time of acquisition is performed. The consideration measured at fair value for theacquisition of the investment share is offset against the equity relating to the share acquired. Any
positive difference is recognised as goodwill and is recorded as an asset. Any negative difference
is recognised directly through profit or loss at the time when it occurs and is reported in otheroperating result. The option to capitalise the proportionate goodwill on non-controlling interests
is not applied. Transaction costs incurred in connection with a business combination are recognised as expenses.

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Any resulting goodwill is examined for impairment at least once a year at the end of the planning
process or, if there are any indications of a possible impairment in value in the subsequent­periods, is examined for its recoverable amount and, in the event of impairment, is written down
to the lower recoverable amount (impairment test). Any impairments of this kind are recognised
separately in the consolidated income statement as impairment of goodwill.
The individual financial statements of Hapag-Lloyd AG and its subsidiaries form the basis for the
consolidated financial statements, which are prepared using the standard Group accounting andmeasurement principles.
Intercompany receivables and liabilities, as well as expenses and income, are eliminated during
the process of consolidation. Intercompany profits and losses are eliminated insofar as they are
not of minor significance for the Group. Deferred taxes are reported for consolidation measureswith an impact on income taxes.
Minority interests in the equity of a subsidiary are recognised as non-controlling interests withinGroup equity. The share of Group profit which is attributable to non-controlling interests isreported separately as such in the consolidated income statement and the consolidated statement of comprehensive income. Transactions whereby the Hapag-Lloyd Group acquires additional shares in or sells shares in an existing subsidiary without prompting a change of control arerecognised as equity transactions between shareholders. The difference between the consideration received and/or transferred and the shares sold and/or received is recognised in retained
earnings.
Joint arrangements and associated companies
Joint arrangements are contractual arrangements based on which two or more parties establish
a commercial activity that they jointly control. Joint control exists if the two parties must work
together to manage the relevant activities, and decisions must be made unanimously. If the
Hapag-Lloyd Group jointly controls a company together with other parties, an assessment ismade as to whether this is a joint operation or a joint venture. A joint operation exists if the jointly
controlling parties have direct rights to assets and direct obligations for liabilities. In a joint venture, the jointly controlling parties only have rights to the equity. Interests in joint ventures areincluded in the consolidated financial statements using the equity method. The joint arrangements within the Hapag-Lloyd Group currently include joint ventures only.

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Companies in which Hapag-Lloyd Group is able to exert a significant influence over the businessand financial policy (associated companies) are included in the consolidated financial statements
using the equity method. Hapag-Lloyd is assumed to exert significant influence if Hapag-Lloyd
AG directly or indirectly holds between 20% and 50% of the voting rights.
Where the comparison of the cost of acquiring the acquired shares with the proportional fairvalue of the acquired assets, liabilities and contingent liabilities at the acquisition date produces apositive difference, this difference is included as goodwill as part of the carrying value ascribedto the associated company or joint venture. A negative difference is recognised as revenue in theincome statement under “Share of profit of equity-accounted investees.”
The Hapag-Lloyd Group’s share of the result for the period or other income from associatedcompanies or joint ventures is reported in the consolidated income statement or in the Group’s
other comprehensive income. The cumulative changes since the acquisition date increase or
decrease the carrying amount of the associated company or joint venture. Proportional losses
that exceed the investment carrying amount of the associated company or joint venture in theGroup are not recognised unless further instruments are issued to the company.
If the carrying amount exceeds the recoverable amount of an investment in an associated company or joint venture, the carrying amount of the investment is written down to the recoverable
amount. Impairments of the carrying amount are recognised in the share of the profit of equity-accounted investees in the consolidated income statement.
Group of consolidated companies
In addition to Hapag-Lloyd AG, a total of 121 (previous year: 133) companies are included in the
consolidated financial statements for the 2022 financial year:
Fully consolidated

Equity method

domestic

foreigndomestic

foreign

Total

31.12.2021

5

123

1

4

133

Additions

3

4

2

2

11

Disposal

1

22

0

0

23

31.12.2022

7

105

3

6

121

In the course of the 2022 financial year, four companies were added to the group of consolidated
companies in connection with the acquisition of Deutsche Afrika-Linien GmbH & Co. KG (DAL).
Particularly as a result of investments in terminal infrastructure, three fully consolidated and four
equity-accounted consolidated companies have joined the group of consolidated companies.
Six companies were liquidated during the financial year, 13 were merged with other Group companies, and four companies were de-consolidated because they were not significant in respectof the Group’s net asset, financial and earnings position. These deconsolidations have not had
any significant impact on the net asset, financial and earnings position of the Hapag-Lloyd
Group.

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The following companies are fully consolidated as Hapag-Lloyd AG has majority voting rights(despite a shareholding of 50% or less) and therefore exerts full control over them.
Company
Hapag-Lloyd (Egypt) Shipping S.A.E.

Registered office

Shareholding in %Alexandria

49.0

Hapag-Lloyd (Jordan) Private Limited Company

Amman

50.0

Hapag-Lloyd (Thailand) Ltd.

Bangkok49.9

Hapag-Lloyd Bahrain Co. WLL

Manama49.0

Hapag-Lloyd Cote d’Ivoire SAS

Abidjan

0.0

Guayaquil

45.0

Hapag-Lloyd Qatar WLL

Doha

49.0

Hapag-Lloyd Shipping Company – State of Kuwait K.S.C.C.

Safat

49.0

Odessa

50.0

Dubai

49.0

Luanda49.0

Hapag-Lloyd Ecuador S.A.

Hapag-Lloyd Ukraine LLC
Middle East Container Repair Company LLC
Nile Dutch (Angola) – Agencia de Navegacao Lda.

In addition, although Hapag-Lloyd AG only holds 48.95% of the voting shares in the fully consolidated CSAV Austral SpA, Valparaíso, Chile, it accounts for the majority of the members ofthe decision-making body. Hapag-Lloyd AG also holds 100% of the shares entitled to dividend
payments. As such, control of the company is held by Hapag-Lloyd AG.
Details of non-controlling interests can be found in Note (21).
In the reporting year, nine fully consolidated companies and one equity-accounted investee
had a financial year that differed from that of the Group. The values carried forward as at
31 December are used for purposes relating to inclusion in the consolidated financial statements. All other companies have financial years that correspond with that of Hapag-Lloyd AG.
A list of the subsidiaries and associated companies in the Hapag-Lloyd Group is provided
in Note (41).
Business acquisition
On 1 June 2022, Hapag-Lloyd acquired the container liner shipping business of Deutsche­Afrika-Linien GmbH & Co. KG (DAL). As a container liner shipping company, DAL operated four
liner services between Europe, South Africa and the Indian Ocean. As a result of the acquisition
and takeover of the operating assets and employees belonging to the container liner shipping
business, as well as the takeover of all shares and voting rights in agency companies, the entire
DAL container liner shipping business was acquired. Africa is a key market for Hapag-Lloyd’s
strategic growth. By integrating DAL’s container shipping business into the group, Hapag-Lloydhas further expanded its market position in Africa. The acquisition is particularly valuablewith regard to the range of services it can provide to and from South Africa, as this allows­Hapag-Lloyd to offer its customers an improved network and additional port coverage in theregion.

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A cash amount of EUR 176.1 million was transferred as consideration for the acquisition of thecompany.
Acquisition-related costs were incurred in the amount of EUR 1.7 million. These costs were recognised as other operating expenses and mainly result from consultancy fees.
The fair values recognised for the acquired assets and assumed liabilities at the acquisition dateare summarised below:
million EUR
Other intangible assets

21.7

Property, plant and equipment

141.2

Non-current assets

162.9

Inventories

1.7

Trade accounts receivable

13.7

Other assets and receivables

1.5

Cash and cash equivalents

6.3

Current assets

23.2

Total assets

186.1

Lease liabilities

3.2

Non-current liabilities

3.2

Other provisions

7.3

Financial debt

0.1

Lease liabilities

3.3

Trade accounts payable

14.3

Other liabilities

0.6

Current liabilities

25.6

Total liabilities

28.8

Acquired net assets attributable
to Hapag-Lloyd AG shareholders

157.3

Consideration transferred

176.1

Goodwill

18.8

Goodwill (EUR 18.8 million) includes in particular non-separable intangible assets, such as
employee expertise and synergies resulting from the optimisation of cargo.
In the course of the acquisition, receivables with a fair value of EUR 15.2 million were recognised,
which equates to the gross values of the contractual receivables.
Since the acquisition date, revenue of EUR 49.1 million and earnings (EBIT) of EUR 12.0 million
have been attributed to DAL. The calculation of these amounts was made until the gradual integration of the business into Hapag-Lloyd AG, taking into account the purchase price allocation.

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Had the acquisition taken place on 1 January 2022 (pro forma analysis), Group revenue would
have come to EUR 34,622.2 million and earnings (EBIT) would have totalled EUR 17,540.6 million. In calculating these amounts, it was assumed that the fair values at the time of acquisition
would also have been valid if the acquisition had occurred on 1 January 2022. The pro forma
analysis is based on the available information and on assumptions. Based on these assumptions,the presented pro forma amounts do not necessarily equate to the Group revenue and Groupearnings (EBIT) that the Group would have generated had the acquisition of DAL in fact beenclosed on 1 January 2022.
Currency translation
The annual financial statements are prepared in the functional currency of the respective company. The respective functional currency of a company corresponds to the currency of the primary economic environment in which the company operates. The functional currency of
Hapag-Lloyd AG and the majority of its subsidiaries is the US dollar. Its reporting currency, however, is the euro.
For purposes relating to their inclusion in the consolidated financial statements, the assets andliabilities of the Hapag-Lloyd Group are translated into euros at the average exchange rate applicable as at the balance sheet date (closing rate). The transactions listed in the consolidated
statement of cash flows and the expenses and income shown in the consolidated income statement are translated at the average exchange rate for the reporting period. The resulting differences are recognised in other comprehensive income.
Transactions in foreign currency are recorded at the applicable exchange rate as at the date of
the transaction. As at the reporting date, monetary items are translated at the closing rate at
year-end, while non-monetary items are translated at the historical rate. Any differences arisingduring translation are recognised through profit or loss. Exceptions to this rule are changes in thevalue of derivative financial instruments that are designated as qualified cash flow hedges. These
are recognised in other comprehensive income.
Exchange rate-related gains and losses associated with operating business are reported in otheroperating result, while exchange rate-related gains and losses associated with income taxes arereported in the income taxes item. Exchange rate-related gains and losses resulting fromaccounting for financial debt are shown in other financial items.
Exchange rates of significant currencies
Closing rate

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Average rate

per EUR31.12.2022

31.12.2021

2022

2021

US dollar

1.06750

1.13180

1.05380

1.18330

British pound sterling

0.883520.840190.854940.86023

Chinese renminbi

7.43488

7.215817.096317.63139

Pakistani rupee241.95421

199.76270

215.71833

192.26186

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Accounting and measurement
The annual financial statements of the subsidiaries included in the Group are prepared in accordance with consistent accounting and measurement principles.
Goodwill
Goodwill is not amortised but is tested for impairment once a year. For detailed information about
the impairment test, see the section “Impairment testing.”
Other intangible assets
Acquired intangible assets such as advantageous contracts, trademark rights and/or customer
base are capitalised at their fair value as at the acquisition date. Other intangible assets are recognised at cost.
If intangible assets can be used for a limited period only, they are amortised on a straight-line
basis over their expected useful lives. Intangible assets with indefinite useful lives are not amortised, but are tested for impairment on an annual basis, as is the case with goodwill. In addition,
impairment tests are conducted if there are any indications of a potential loss in value of theassets.
For detailed information about the impairment test, see the following section “Impairment
testing”.
The anticipated useful lives of the intangible assets are as follows:
Useful life in years
Customer base20-25

Hapag-Lloyd brandunlimited

Computer software

2-8

For intangible assets with indefinite useful lives, an annual check is carried out as to whether theassessment of an indefinite useful life can be maintained. Any changes in the expected useful life
are recognised prospectively as changes in estimates.
The global container liner service is operated under the acquired brand “Hapag-Lloyd,” which,due to national and international declaration and registration, is subject to indefinite legal protection. The indefinite useful life is the result of the brand recognition already being maintained byinternational operations, so that additional measures or investments for the conservation of thevalue of the brand are not necessary.
For intangible assets with finite useful lives, their useful life is reviewed at least at the end of every
financial year.

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For internally generated intangible assets, the expenditure for the development phase is capitalised where the necessary preconditions are met. Research and development expenses include
expenses associated with the development of company-specific customised software with thegoal of enhanced productivity and greater efficiency in business processes. Internally generated
intangible assets are reported at the costs arising during the development phase, from the timeof determination of technological and financial feasibility up to completion. The development
phase will be considered to have been completed once the IT department formally documentsthat the capitalised asset is ready for use and can be used as intended by the management. The
capitalised production costs are calculated on the basis of direct costs and overheads, as well as
directly attributable production costs.
Property, plant and equipment
Property, plant and equipment are measured at depreciated cost of acquisition or production.
The cost of acquisition comprises all costs incurred to purchase an asset and prepare it for its
intended use. The cost of production is determined on the basis of direct costs and appropriate
allocations of overheads.
Borrowing costs as defined by IAS 23 which are directly associated with the acquisition, construction or production of qualifying assets are included in the cost of acquisition or production
until the asset in question is put into operation.
Subsequent expenditure is capitalised as subsequent cost of acquisition or production where
there is a physical addition and it is probable that the future economic benefit associated withthis expenditure will accrue to the Hapag-Lloyd Group.
Scheduled use-related depreciation using the straight-line method is based on the following useful economic lives. The year-on-year change for vessels and containers is described below:
Useful life in years
Buildings
Vessels

40
21-25

Containers
Other equipment

15
3-10

Dry dock work carried out to obtain an operating licence (vessel classification costs) is depreciated as a separate component over a period of five years. The same applies to the installation of
exhaust gas cleaning systems (scrubbers) in vessels. These must be considered as a separate
component and have a useful economic life of seven years. Furthermore, the level of depreciation
is determined by the residual values expected at the end of the useful economic life of an asset.
The residual value of container vessels is determined on the basis of their scrap values. For containers, the residual value is based on a fixed portion of the acquisition and production costs,
which are usually in line with the original purchase price of each container. Useful economic lives
and assumed residual values are both reviewed on an annual basis during the preparation of thefinancial statements.

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The provisional assessment of the impact of new environmental regulations on the economic­viability and efficiency of some older vessels particularly affected by these regulations resulted ina recalculation for these vessels in the third quarter of 2021 and thus a shortening of their estimated remaining useful lives by one to five years. The rules for implementing these provisions
have now been clarified, permitting these vessels to remain in use for longer. Therefore, thesevessels are now to be decommissioned later than had been assumed in the previous year. Dueto the individual extension of their useful life by one to three years, this improved EBIT both in thesecond half and for the 2022 financial year as a whole in the amount of EUR 77.0 million. The
effect for Q4 2022 amounts to EUR 38.5 million. The effect will be reversed in the three complete
consecutive financial years from 2023 onwards. However, the general useful life of vessels
remains unchanged at 25 years.
Impairment tests are conducted if there are any indications of a potential loss in value of theassets. For detailed information about the impairment test, see the section “Impairment testing.”
In principle, rights of use as defined in IFRS 16 are measured individually upon recognition and,in the relevant asset categories, in the amount of the respective lease liability less the value of
any lease incentives received plus any initial direct costs. The right of use is amortised over theterm of the lease and, in case of impairment, is reduced in accordance with this impairment.
Please see the “New accounting standards” section for detailed information on the recognition ofrights of use.
Impairment testing
Intangible assets with finite useful lives and property, plant and equipment are tested regularly for
impairment if there are any indications of a possible need for impairment. Intangible assets withindefinite useful lives are tested for impairment if circumstances require, but at least annually atthe end of the financial year. This test compares the recoverable amount of the asset to be tested
with its carrying amount. If an asset’s carrying amount exceeds its recoverable amount, an
impairment is recognised.
If no recoverable amount can be determined for an individual asset, the recoverable amount isdetermined for the smallest identifiable group of assets to which the asset in question can be
attributed and which is capable of generating cash inflows largely independently of other assets(cash-generating unit).

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Container shipping in its entirety is defined as a cash-generating unit as it is not possible to allocate the operating cash flows to individual assets due to the complexity of the transport business(see comments in the section “Segment reporting”).
Goodwill is tested for impairment at least once a year. Impairment testing is also conducted if
events or circumstances arise that indicate that the carrying amount could be impaired. Goodwill
is tested for impairment at the level of the cash-generating unit “container shipping.”
An impairment loss is recognised if the recoverable amount is lower than the cash-generating
unit’s carrying amount. If a need for impairment has been determined, the goodwill is impaired
first. Any need for impairment over and above this is spread in proportion to the carrying amountover the remaining non-current assets.
If, following an impairment recognised in previous years, the asset or cash-generating unit has ahigher recoverable amount at a later date, a reversal of the impairment to no higher than theamortised cost is carried out. Reversals of impairment of goodwill are not permitted.
The recoverable amount is the higher of the fair value less costs of disposal and the value in useof the cash-generating unit or the individual asset. If one of these amounts exceeds the carrying
amount, it is not necessary to calculate both values.
The fair value is the price that independent market participants would pay at the reporting dateunder normal market conditions if the asset or cash-generating unit was sold. The value in use isdetermined by discounting the cash flows expected from future operational use as well as final
disposal.
Leases
A lease is a contract under which the right of use of an asset (the leased asset) is transferred foran agreed period of time in return for payment of a charge. The definition of a lease under
IFRS 16 is applied by Hapag-Lloyd to agreements which were concluded or changed on or after
1 January 2019.
LesseeIn accordance with the single accounting model of IFRS 16, at the beginning of each lease,
Hapag-Lloyd recognises a right-of-use asset and a lease liability in its statement of financial position unless (in each case an option), either (1), the lease term is for 12 months or less, or (2), thesubject of the lease is a low-value asset.
Leased items within the Hapag-Lloyd Group can be divided into the following substantive asset
classes:(1) Rented container vessels(2) Rented containers(3) Rented office buildings, office space and parking spaces

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As with the Group’s own assets, rights of use for the above asset classes are recognised in thestatement of financial position under property, plant and equipment.
If the above-mentioned practical expedients provided in IFRS 16 are not applied, the right-of-use
assets are measured at the cost of acquisition based on the amount of the lease liability at the
beginning of the lease. These costs increase by the amounts of any lease payments made before
or when the leased assets are provided, as well as by any initial direct costs incurred. They are
reduced by any lease incentives received. The subsequent measurement occurs at cost of
acquisition less cumulative depreciation, impairment and certain remeasurements of the leaseliability due to modifications and reassessments.
The lease liability is measured at the beginning at the fair value of the future lease payments. The
lease payments are discounted using the interest rate implicitly specified in the leases or, in mostcases, the incremental interest rate.
Depending on the asset class, term and securitisation, Hapag-Lloyd applies a discount rate to aportfolio of similarly structured leases. The discount rate corresponds to the incremental borrowing rate applicable to the three defined asset classes. In addition to the rented container vessels,
which are essentially combined according to a similar remaining term, this assumption affects thecontainer leases, which are combined according to container type and remaining term, and therented office buildings, office space and parking spaces.
Hapag-Lloyd takes account of unilateral and bilateral rights of extension and termination inaccordance with IFRS 16. In the case of unilateral rights of extension or termination which may
exist for Hapag-Lloyd, particularly for container vessel agreements and rented office buildings,
office space and parking spaces, the probability of exercising the existing option is assessed on
an individual basis taking account of economic factors in order to determine the term of theagreement.
Bilateral rights of termination essentially exist for a large number of container leases. These rightsof termination can be exercised by both parties on a flexible and independent basis. When determining the term of these container leases for accounting purposes, Hapag-Lloyd must assess inaccordance with IFRS 16.B34 whether significant penalties may be incurred when containers are
returned or if these container leases are terminated. Hapag-Lloyd also assesses possible economic disadvantages in this regard. If Hapag-Lloyd also believes from an economic perspectivethat termination of these agreements will not result in any significant disadvantages, the term of
the agreement is determined while taking account of the termination notice period in the respective agreement and a possible transition period in accordance with IFRS 16. If Hapag-Lloyd
believes that there are significant disadvantages, this is taken into account when assessing theterm of the agreement and the term will be extended until such time as the disadvantages havebeen resolved. This assessment has significant effects on the amount of the lease liabilities andthe right-of-use assets.

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A portion of the container lease agreements is recognised on the basis of a portfolio approach.
This is because the individual lease agreements in the portfolio have similar characteristics.
For lease agreements which include a lease, Hapag-Lloyd separates a lease component andnon-lease component and allocates the contractual consideration of each lease and non-lease
component based on their relative stand-alone price. Hapag-Lloyd does not make use of thepractical expedient that removes the obligation to separate the lease and non-lease component.
The provisions of IFRS 16 are not applied for leases of intangible assets.
LessorHapag-Lloyd operates as a lessor only to a limited extent. In such cases, leases are classified as
finance leases or operating leases.
As a lessor for an operating lease, Hapag-Lloyd reports the leased asset as an asset carried atamortised cost under property, plant and equipment. The lease payments received in the period
are shown under other operating result.
Sale and lease back transactions
Hapag-Lloyd transfers assets such as container vessels and containers to other companies andsubsequently leases these assets back from the other company in question (these are known assale and lease back transactions). These sale and lease back transactions are used within the
Hapag-Lloyd Group for (re-) financing of new and used container vessels and containers. Since,
under the contractual bases for these transactions, Hapag-Lloyd has the right (and, in somecases, the obligation) to buy back the sold assets, the requirements of IFRS 15 regarding
accounting for sales of transferred assets are regularly not fulfilled. Accordingly, Hapag-Lloyd
continues to record transferred assets in its consolidated statement of financial position as well
as a financial liability amounting to the proceeds of the transfer, in accordance with IFRS 9. Insofar as Hapag-Lloyd conducts sale and lease back transactions whereby the power of disposition
over the asset sold is transferred to the acquirer/lessor in accordance with the provisions of
IFRS 15, the assets sold are derecognised and rights of use relating to the underlying assets aswell as income from the sale are recognised in accordance with the provisions of IFRS 16.100
et seq.

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Financial instruments
Financial instruments are contractually agreed rights or obligations that will lead to an inflow or
outflow of financial assets or the issue of equity rights. They also encompass derivative rights or
obligations derived from primary financial instruments.
IFRS 9 classifies financial instruments in terms of the measurement categories “measured atamortised cost” (AC), “measured at fair value through other comprehensive income” (FVOCI) and“measured at fair value through profit or loss” (FVTPL).
A debt instrument is measured at amortised cost if the following two conditions are fulfilled:• It is held as part of a business model, the purpose of which is to hold assets in order to collectcontractual cash flows.
• The contractual terms of the financial asset give rise on specified dates to cash flows that are
exclusively repayments and interest payments on the outstanding capital amount (cash flow
criterion).
A debt instrument will be measured at fair value through other comprehensive income if the following two conditions are fulfilled:• It is held as part of a mixed business model in which both contractual cash flows are collected
and the financial assets are sold.
• The contractual terms of the financial asset give rise on specified dates to cash flows that are
exclusively repayments and interest payments on the outstanding capital amount (cash flow
criterion).
If the above-mentioned criteria for classification at amortised cost or fair value through othercomprehensive income are not met, the debt instruments are measured at fair value throughprofit or loss.
Regardless of the classification criteria described above for debt instruments in categories AC
or FVOCI, a company may irrevocably categorise its financial assets upon initial recognition as“measured at fair value through profit and loss” if this will avoid or significantly reduce anaccounting mismatch (fair value option).
Equity instruments are always classified and measured at fair value through profit or loss. However, for primary equity instruments not held for trading, there is an irrevocable option upon initialrecognition to recognise the fair value changes in other comprehensive income (OCI option).

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In the Hapag-Lloyd Group, in view of its business model and the cash flow criterion, financial
assets are classified as “measured at amortised cost” and “measured at fair value through profit
or loss”. Neither the fair value option nor the OCI option is made use of.
Primary financial liabilities are measured either at amortised cost or at fair value through profit orloss. They will be measured at fair value through profit or loss if they are held for trading or, upon
initial recognition, they have been designated – subject to certain preconditions – as “at fair value
through profit or loss” (FV option).
Derivative financial instruments that are not part of an effective hedging relationship under IFRS 9(hedge accounting) but are held for trading must be allocated to the category “measured at fairvalue through profit or loss.”
Non-derivative host contracts which are not financial assets within the scope of IFRS 9 are analysed in terms of whether embedded derivatives exist. Embedded derivatives are to be recognised separately from the host contract as an independent financial instrument if, among otherfeatures, the two components have different economic characteristics which are not closely
linked to each other. In case of an obligation to separate them, embedded derivatives are to bemeasured at fair value through profit or loss.
In the 2022 financial year, as in the previous financial year, there were no reclassifications within
the individual measurement categories.
Primary financial assets
Primary financial assets are reported at fair value upon initial recognition. In the case of primaryfinancial assets which are not allocated to the “fair value through profit or loss” category, transaction costs directly attributable to the purchase are also included in the initial measurement. Tradeaccounts receivable without a significant financing component are measured at their transaction
price upon initial recognition. They are initially recognised when unconditional right to payment
arises, starting from the handover of the goods to the transport agent.
Trade accounts receivable, a large part of other financial receivables as well as most financial
instruments within cash and cash equivalents are subsequently measured at amortised costusing the effective interest method.
Expected credit losses on financial assets measured at amortised cost are recognised as loss
allowances. For the term deposits with an original term of more than three months reported
under other financial assets, there is a low credit risk at the reporting date due to the strong
credit rating of the contracting banks. The expected credit losses are immaterial and are therefore not recognised. For trade accounts receivable without a significant financing component,
loss allowances are always measured in the amount of the life-time expected credit losses.

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To measure the expected credit losses from trade accounts receivable that are not credit-impaired, these trade accounts receivable are grouped according to the common credit risk characteristics of “geographic region” and “customer rating” using provision matrices. The probabilities of default used are forward-looking and are verified using historical credit losses. Tradeaccounts receivable are assumed to be credit-impaired if it is unlikely that the customer will fulfil
its obligations or if trade accounts receivable are more than 90 days overdue. To measure theexpected credit losses from these receivables, maturity structures, credit standing, geographic
region and historical credit losses are considered, while taking into account predicted future economic conditions.
A financial asset is deemed to be in default if it has not been possible to collect the contractual
payments and it is assumed that they cannot be recovered.
Some other financial receivables and a certain portion of cash and cash equivalents are recognised at fair value through profit and loss. These comprise securities, on the one hand, and longterm equity investments, on the other hand. Gains and losses from measurement of such financial instruments are recognised in the consolidated income statement as interest income andother financial income/interest expenses for the former, and in the result from investments for thelatter.
Primary financial assets are derecognised if the contractual rights in relation to the cash flows
from the financial asset expire or if the rights to receive the cash flows are transferred by meansof a transaction through which all of the key risks and opportunities associated with ownership ofthe financial asset are likewise transferred. If all the key risks and opportunities associated withownership of a financial asset are neither transferred nor retained, and if control over the transferred asset is not retained, the asset will likewise be derecognised. In addition, financial assets
which are deemed to be in default will be derecognised if all of the collection measures have
proved unsuccessful.
Transactions in which reported assets are transferred but all of the risks and opportunities, or allof the key risks and opportunities, resulting from the transferred assets are retained will not resultin any derecognition of the transferred assets.
Cash and cash equivalents
Cash and cash equivalents encompass cash on hand, cheques, short-term bank deposits andother short-term, highly-liquid investments with an original maturity of up to three months that arereadily convertible to known cash amounts and are only subject to insignificant risk of changes invalue. These investments also include money market funds and reverse repo transactions.
Reverse repo transactions involve purchases of securities with an agreement to resell them at a
fixed date in the future, including interest. Economically, they are investments collateralised by
securities. Cash equivalents are held for the purpose of meeting short-term cash commitments.

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Cash and cash equivalents, except for money market funds, are recognised at amortised cost.
Interest income is recognised in the consolidated income statement under the item interest
income and other finance income. Money-market funds are measured at fair value through profit
and loss. Price gains and losses, as well as dividend income from money-market funds, are recognised in the consolidated income statement under the items interest income and other financial income or, respectively, interest expenses and other financial expenses.
Utilised overdraft facilities are not netted but reported as liabilities to banks under current financial debt.
Due to the short-term nature of bank deposits and other investments and the strong credit ratingof the contracting banks, the expected credit losses on bank deposits and other investments arelow (low credit risk at reporting date) and are not recognised.
Primary financial liabilities
The initial recognition of a primary financial liability is carried out at fair value, taking account of
directly allocable transaction costs. In subsequent measurements, primary financial liabilities are
generally measured at amortised cost using the effective interest method.
Primary financial liabilities are written off if contractual obligations have been settled, annulled or
expired. If a review of changes in contractual conditions using quantitative and qualitative criteria
leads to the assessment that both contracts are substantially the same, the old liability will continue to exist subject to the new conditions. This is ensured by adjusting the carrying amount in
profit or loss. The new carrying amount of the liability is calculated on the basis of the present
value of the modified cash flows, which are discounted using the original effective interest rate.
Derivative financial instruments and hedge accounting
Derivative financial instruments are initially measured at their fair values on the day the agreement
was concluded. Subsequent measurement is also carried out at the fair value applicable on therespective reporting date. The method used to record gains and losses depends on whether thederivative financial instrument is designated as a hedge and on the type of hedging relationship.
Derivative financial instruments are basically classified either as fair value hedges of assets or liabilities, or as cash flow hedges to hedge against the risks of future cash flows from recorded
assets and liabilities or highly probable future transactions. Hedging relationships in accordancewith IFRS 9 (Hedge Accounting) were exclusively shown as cash flow hedges in the year underreview.
Upon inception of a hedging relationship in accordance with IFRS 9, both the hedging relationships between the hedging instrument and the hedged item and between the risk management
goal and the underlying strategy are documented. In addition, at the beginning of the hedging
relationship and on a continual basis documentation is provided as to the extent to which thederivatives used in the hedging relationship compensate for the changes in the fair value or cash
flows of the hedged items.

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The effective portion of changes in the fair value of derivatives which are designated as cash flow
hedges is recognised in the reserve for cash flow hedges in other comprehensive income. The
ineffective portion of such changes in fair value is recognised immediately in profit or loss. The
non-designated portion of the derivative is recognised in a separate reserve for hedging costs
under other comprehensive income. In the Hapag-Lloyd Group, the changes in the time values ofcommodity options and the changes in the value of the forward component of currency forward
contracts are excluded from the hedging relationship.
If the hedged transaction later leads to the recognition of a non-financial item, the accumulated
amount recognised under equity is reclassified from the separate equity component and is recognised with the initial costs or other carrying amount for the hedged asset or hedged liability asa basis adjustment.
For all other cash flow hedges, however, the accumulated amount recognised under equity forthe period or periods where the hedged cash flows affect profit and loss (P&L) is reclassified asreclassification amounts in profit and loss.
If a hedge expires, is sold or no longer meets the criteria for hedge accounting, the cumulative
gain or loss remains in other comprehensive income and is not recognised with effect on the
consolidated income statement until the transaction occurs. If the future transaction is no longer
expected to occur, the cumulative gains or losses recognised outside the scope of the consolidated income statement must immediately be recognised through profit or loss.
Changes in the fair values of derivative financial instruments not meeting the criteria for hedge
accounting, including embedded derivatives which must be separated, are recognised directly
through profit or loss in the consolidated income statement.
Inventories
Inventories consist primarily of raw materials, consumables and supplies, and particularly of fuelsupplies. They are recognised at their acquisition or production cost, or the lower net realisablevalue as at the reporting date, which is itself determined on the basis of the sales market. The
Hapag-Lloyd Group applies the floating average method to measure acquisition and production
costs.
A devaluation on inventories is recorded at the reporting date if the market price is below the­carrying amount.

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Pensions and similar obligations
The valuation of defined benefit plans from pension obligations and other post-employment benefits upon termination of the employment position (e.g. healthcare benefits) is carried out inaccordance with IAS 19 Employee Benefits using the projected unit credit method. The actuarial
obligation (defined benefit obligation, DBO) is calculated annually by an independent actuarial
expert. The present value of the DBO is calculated by discounting the expected future outflows
at the interest rate of first-rate corporate bonds. The corporate bonds are issued in the currencyof the payment to be made and have matching maturities with the pension obligations.
Differences between the assumptions made and the actual developments, as well as changes
in the actuarial assumptions for the valuation of defined benefit pension plans and similar obligations, lead to actuarial gains and losses. As with the difference between calculated interest
income and the actual return on plan assets, these are reported in full in other comprehensive
income, i.e. not in the consolidated income statement.
If the benefits accruing from a plan are changed or cut, both the part of the change in benefits
which relates to previous periods (past service cost) and the gains or losses arising from the plancuts are immediately recognised through profit or loss. Gains or losses arising from a defined
benefit plan being cut or paid out are recognised at the time at which the cut or payment is
made.
If individual pension obligations are financed using external assets (e.g. through qualified insurance policies), provisions for pension benefits and similar obligations which match the present
value of defined benefit obligations on the reporting date are recorded after deducting the fairvalue of the plan assets.
A negative net pension obligation resulting from advance payments for future contributions is
included as an asset only insofar as it leads to a reimbursement from the plan or a reduction in
future contributions.
With defined benefit contribution plans, the Group makes contributions to statutory or private
pension insurance plans on the basis of a legal, contractual or voluntary obligation. The Group
does not have any further payment obligations on top of the payment of the contributions. The
contributions are recorded as personnel expenses when they fall due.
Other provisions
Provisions are recognised for all legal or constructive obligations resulting from a past event and
impending losses from pending transactions insofar as their utilisation is probable and theiramount and date can be reliably determined. Provisions are recorded at the best commercial
estimate of their repayable amount and take account of cost and price increases. The present
value is assessed for provisions with terms exceeding one year. Over the course of time, theprovisions are adjusted on the basis of new knowledge gained.

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Releases of provisions are generally recorded in the same consolidated income statement position that was originally used for the expense. Exceptions to this rule are significant releases ofprovisions, which are recorded under other operating result.
If there are many similar obligations, the probability of utilisation is determined on the basis of thisgroup of obligations. A provision is also recognised even if the probability of a charge is low inrelation to an individual obligation contained within this group.
A provision is recognised for transports not yet completed at the end of the reporting period andwhich are associated with onerous contracts. The amount to be provisioned is calculated taking
into consideration the variable costs allocable to the transports as well as the pro rata fixed
costs. Before a provision is recognised, an impairment loss will be recognised for the assets
associated with the contract.
Provisions for guarantee, warranty and liability risks are created on the basis of existing or estimated future damages. Provisions for restructuring measures are created if a detailed formal
restructuring plan was prepared and a justified expectation existed among the affected parties.
Contract liabilities
A contract liability reflects the performance obligation still required as at the end of the reporting
period in connection with pending voyages. The performance obligation is determined based on
the unconditional right to payment of the transport price and will be recognised starting from thehandover of the goods to the transport agent, in line with the related trade account receivable.
The contract liability will subsequently be released pro rata in accordance with performance progress, against revenue.
Put options on non-controlling interests
Put options written involving a commitment to buy non-controlling interests when exercised arerecognised as a financial liability in the amount of the present value of the exercise price pursuant
to IAS 32. This entails application of the anticipated acquisition method which is founded on theassumption that acquisition of the non-controlling interests has already occurred: a financial obligation to acquire own equity instruments is carried as a liability. The non-controlling interests are
derecognised in equity and the difference between the non-controlling interests and the likely
purchase price is recognised in the remaining equity. Subsequent changes in the value of thefinancial liability are recognised through profit or loss in the interest result.
If the put option is not exercised, this is treated as a disposal of the anticipated shares by recognising the liability for the put option and recognising the non-controlling interests again.
The anticipated acquisition of non-controlling interests was disclosed separately in the statementof changes in equity.

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Share-based payments
The share-based payment plans used by the Group are remuneration plans which are settled in
cash. The debt incurred by the Group as a result is recognised in expenses at fair value at thetime when the service is rendered by the eligible party (pro rata allocation). Until the end of theperformance period, the fair value of the debt is remeasured at every reporting date. Anychanges in the fair value are recognised in profit or loss. Long-term variable remuneration waslast provided in the 2019 financial year, in the form of share-based payment. The long-term remuneration plans adopted from the 2020 financial year onwards constitute “other benefits due toemployees” as defined in IAS 19. In relation to these remuneration plans, the Group recognises
liabilities and expenses on the basis of a formula that takes development of certain KPIs overtime into account, whereby the liability accounted for as at the relevant reporting date includes
benefits previously vested.
Realisation of income and expenses
Realisation of revenue
In the Hapag-Lloyd Group, revenue is mainly generated in connection with transport services
within the scope of revenue resulting from contracts with customers. Under IFRS 15, there is one
performance obligation per shipment, which is rendered on a period-related basis, i.e. for theduration of transport. Combining several shipments on a single ship journey produces essentiallythe same results in terms of the amount and timing of revenue recognition as revenue recognition
based on each individual shipment. Revenue is recognised in accordance with the input-oriented
method for measurement of performance progress.
Other realisation of income and expenses
Operating expenses are recognised in profit or loss when the service has been utilised or at thetime of its occurrence.
Please refer to Note (28) Financial instruments for details of the recording of gains and losses
from derivative financial instruments used.
Dividends from non-equity-accounted investees are recorded when the legal claim to them has
arisen.
Interest income and expenses are recognised pro rata using the effective interest method.
Earnings per share
Basic earnings per share is the quotient of the Group net result attributable to the shareholders
of Hapag-Lloyd AG and the weighted average of the number of shares in circulation during thefinancial year. In both the 2022 financial year and the previous year, basic earnings per share
were the same as diluted earnings per share.

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Taxes
As a liner shipping company, Hapag-Lloyd AG, the largest company in the Hapag-Lloyd Group,
has opted for taxation in accordance with tonnage. Tax liability for tonnage taxation is not calculated using the actual profits, but rather depends on the net tonnage and the operating days of
the Company’s fleet. All profits in direct connection with the operating of merchant vessels ininternational trade are essentially subject to tonnage tax. Income from capital and equity investments is taxed according to the normal rules. The same applies to vessels that do not meet therequirements of tonnage taxation. Current income taxes for the reporting period and for previous
periods are measured as the amount at which their payment to or rebate from the tax authority is
anticipated. They are calculated on the basis of the company’s tax rates as at the reporting date,but do not include interest payments, refunds of interest or penalties for late tax payments. In theevent that the amounts recognised in the tax returns are unlikely to be realised (e.g. for uncertain
tax positions), tax liabilities are recorded. The relevant amount is calculated on the basis of thebest available estimate of the expected tax payment (i.e. the expected value and/or the most
likely value for the uncertain tax position). Tax demands arising from uncertain tax positions arerecorded in the statement of financial position when it is overwhelmingly likely (and thus sufficiently certain) that they can be realised. The exception to this rule is where there are tax losses
carried forward, in which case no current tax liabilities or tax demands are recorded in the statement of financial position for these uncertain tax positions. Instead, the deferred tax assets forthe still unused tax losses carried forward are adjusted accordingly. Income tax liabilities are netted against the corresponding tax rebate claims if they apply in the same fiscal territory and areof the same type and maturity.
Deferred taxes are recognised using the balance sheet liability method in accordance with
IAS 12. They result from temporary differences between the recognised amounts of assets andliabilities in the consolidated statement of financial position and those in the tax balance sheet.
Expected tax savings from temporary differences or from the use of tax loss carry-forwards arecapitalised if they are estimated to be recoverable in the future. In their valuation, time limitations
on the loss carry-forwards are taken into account accordingly. In order to evaluate whether
deferred tax assets from tax loss carry-forwards can be used, i.e. recovered, the tax-related
budget of the Group is consulted. The tax-related budget is based on the medium-term budget
for 2023 to 2027, which has been extended to ten years for tax purposes.
Deferred taxes are charged or credited directly to other comprehensive income if the tax relates
to items likewise recognised directly in other comprehensive income.
Their valuation takes account of the respective national income tax rates prevailing when the
differences are recognised.
Deferred tax claims (tax assets) and deferred tax debts (tax liabilities) are netted insofar as theCompany has the right to net current income tax assets and liabilities against each other andif the deferred tax assets and liabilities relate to current income taxes.

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Fair value
A number of accounting and valuation methods require that the fair value of both financial andnon-financial assets and liabilities be determined. The fair value is the price that independent
market participants would pay on the relevant day under normal market conditions if the asset
were sold or the liability were transferred.
Fair value is measured using a three-level hierarchy based on the measurement parametersused.
Level 1:
Unchanged adoption of quoted prices on active markets for identical assets or liabilities.
Level 2:
Use of valuation parameters whose prices are not the listed prices referred to in Level 1, butwhich can be observed either directly or indirectly for the asset or liability in question.
Level 3:Use of factors not based on observable market data for the valuation of the asset or liability(non-observable valuation parameters).
Every fair value measurement is set at the lowest level of the hierarchy based on the valuation
parameter, provided that this is a key valuation parameter. If the method of determining the fairvalue of assets or liabilities to be measured on a regular basis changes, resulting in the need toassign them to a different hierarchy level, such reclassification is performed at the end of thereporting period.
More details regarding the relevant fair values can be found in Note (28) Financial instruments.
Government assistance
Hapag-Lloyd receives various performance-related grants (i.e. grants linked to expenses orincome) from government. The grants received are systematically deducted from the subsidised
expenditure in the consolidated income statement, provided that there is an appropriate level ofcertainty that the conditions attached to these grants are met, and that the grants will indeed bepaid. If there are no related future expenses, such as with immediate assistance, that can beperiodically offset with grant earnings, or if expenses/losses have already been incurred, thegrants are recognised immediately as income and/or recorded for the period in which the relevant claim occurs. Further information on the nature of this assistance may be found in Note (29)Government assistance.

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Application of discretionary decisions and estimates
The preparation of the consolidated financial statements requires the use of accounting estimates, which, by definition, rarely equal actual results. In addition, the application of the Group’s
accounting policies is also subject to the exercise of judgement by management. The following isan overview of issues involving a higher degree of judgement or complexity that are subject tomaterial adjustment if the estimates and assumptions are revised within the next financial year.
Detailed information of these estimates and judgements is provided in the other disclosures
within the notes. This section also sets out the adjustments made in the course of this year as aresult of changes to previous estimates. For further details on discretionary decisions that havean material effect on the determination of the amount and timing of contracts with customers,
please refer to Note (1).
Discretionary decisions when determining the term of leases with extension andtermination options and mutual cancellation rights
In the context of exercising extension and termination options for leases, discretionary decisions
are made on the probability of exercising existing options. Hapag-Lloyd also assesses current
market conditions and possible economic disadvantages in this regard. If, from an economic
perspective, termination of agreements that include a mutual right of termination will not result inany significant disadvantages, the term of the agreement is determined after taking into accountthe termination notice period in the respective agreement and a possible transition period. If
Hapag-Lloyd believes that there are significant disadvantages, this is taken into account whenassessing the term of the agreement and the term will be extended until the disadvantages cease
to exist.
For container rental agreements that are similar structured, the terms of the agreements and,in principle, any fixed payments on the basis of a portfolio approach to be treated as lease payments, are determined and applied uniformly to all lease payments in the portfolio.
For detailed explanations, see Note (32) Leasing.
Estimating the useful lives and residual values of property, plant and equipment
Useful lives and residual values for property, plant and equipment are estimated on the basis ofpast experience. The management regularly reviews the estimated useful lives and residual values for individual assets or groups of assets with similar characteristics based on changes in thequality of maintenance programmes, amended environmental requirements or legal restrictions,and technical developments or other market enforcements (e.g. implementation of the EU’s Sustainable Finance Strategy). In the case of significant changes, the useful lives and residual values
are being adjusted.

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The estimation of residual values of container vessels is affected by uncertainties and fluctuations
due to the long useful life of vessels, the uncertainties regarding future economic developments
and the future price of steel, which is a significant parameter for determining the residual valuesof container vessels. As a rule, the residual value of a container vessel or a class of container
vessels is determined by its scrap value. The scrap value is calculated on the basis of a container
ship’s empty weight and the average price of steel. The residual values of container ships areadjusted if the change in the residual value is significant as at the reporting date.
Disclosures of estimated useful lives and changes made to these estimates in the course of thefinancial year can be found in the “Accounting and measurement” section. The carrying amounts
of property, plant and equipment are disclosed in Note (11) Property, Plant and Equipment.
Estimating obligations in relation to defined benefit pension plans
The measurement of provisions for pensions and similar obligations is based on, among otherthings, assumptions regarding discount rates, anticipated future increases in salaries and pensions and mortality tables. These assumptions may diverge from the actual figures due tochanges in external factors such as economic conditions or the market situation as well as mortality rates.
For more detailed information, please see Note (22) Provisions for pensions and similar
obligations.
Discretionary decisions in regard to the presentation of money market funds as cash
equivalents
Hapag-Lloyd AG has invested liquid funds in money market funds. The money market funds haveneither a limited term nor a fixed redemption amount. They are measured at fair value throughprofit or loss. Due to their specific features, the shares in the money market funds held by
Hapag-Lloyd AG nevertheless meet the definition of cash equivalents and are therefore carried in
the balance sheet and cash flow statement under cash and cash equivalents. This assessment
was based, in case of money market funds, on an evaluation of relevant characteristics of thefund and the instruments held by the fund, such as volatility, yield, credit quality, maturity anddiversification, although these assessments are partly subject to judgment.
Risks and uncertainties
Influencing factors which can result in deviations from expectations comprise not only macro­economic factors such as exchange rates, interest rates and bunker prices, but also the future
development of container shipping.

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SEGMENT REPORTING
The Hapag-Lloyd Group is managed by the Executive Board as a single, global business unit
with one sphere of activity. The primary performance indicators are freight rates and transportvolume by geographic region, as well as EBIT and EBITDA at the Group level.
The allocation of resources (use of vessels and containers) and the management of the sales
market and key customers are done on the basis of the entire liner service network and deployment of all of the maritime assets. The Group generates its revenue solely through its activities asa container liner shipping company. This revenue comprises income from transporting and handling containers and from related services and commissions, all of which is generated globally.
As the Hapag-Lloyd Group operates with the same product around the world throughout its
entire liner service network, the Executive Board has decided that there is no appropriate measure with which assets, liabilities, EBIT and EBITDA, as the key performance indicators, can beallocated to different trades. All of the Group’s assets, liabilities, income and expenses are thus
only allocable to the container liner shipping segment. The figures given per trade are the transport volume and freight rate, as well as the revenue allocable to said trade.
FIGURES AT COMPANY LEVELTransport volume per trade
1.1.-31.12.2022

1.1.-31.12.2021

Atlantic

2,116

2,105

Transpacific

1,735

1,768

Far East

2,230

2,274

Middle East

1,514

1,557

Intra-Asia

634

608

2,933

3,038

TTEU

Latin America
Africa

681

522

Total

11,843

11,872

Freight rates per trade
1.1.-31.12.2022

1.1.-31.12.2021

Atlantic

2,948

1,808

Transpacific

3,835

2,746

Far East

3,134

2,479

Middle East

2,077

1,512

Intra-Asia

1,845

1,295

Latin America

2,718

1,745

Africa

2,549

1,997

Total (weighted average)

2,863

2,003

USD/TEU

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Revenue per trade
1.1.-31.12.2022

1.1.-31.12.2021

Atlantic

5,920.5

3,215.5

Transpacific

6,314.8

4,103.7

Far East

6,634.1

4,763.6

Middle East

2,982.7

1,989.4

Intra-Asia

1,110.1

666.1

Latin America

7,565.2

4,480.8

Africa1,646.6

880.7

Revenue not assigned to trades

2,368.7

2,173.6

Total

34,542.7

22,273.5

million EUR

The item for revenue not assigned to trades mainly comprises income from demurrage anddetention for containers, as well as income from charter rents and compensation payments forshipping space. At the same time, revenue for pending voyages already generated is recognised
under revenue not assigned to trades.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) were calculated on thebasis of earnings before interest and taxes (EBIT) as presented in the following table. Earnings
before taxes (EBT) and the share of profits of the segment’s equity-accounted investees corresponded to those of the Group (see Note [12]).
1.1.-31.12.2022

1.1.-31.12.2021

Earnings before interest, taxes, depreciation
and amortisation (EBITDA)

19,428.7

10,852.6

Depreciation and amortisation–1,904.2–1,462.8

EBIT

17,524.5

9,389.8

Earnings before taxes (EBT)

17,243.2

9,146.3

90.0

28.8

million EUR

Share of profit of equity-accounted investees

Non-current assets
31.12.2022

31.12.2021

Goodwill

1,712.1

1,597.2

Other intangible assets

1,540.4

1,510.1

Property, plant and equipment

13,140.2

11,764.8

million EUR

Investments in equity-accounted investees

353.4

332.4

16,746.1

15,204.5

thereof domestic

14,192.8

12,527.1

thereof foreign

2,553.3

2,677.4

16,746.1

15,204.5

Total

Total

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When assessing the cash-generating unit (CGU), non-current assets cannot be broken down
by region due to their shared use. As a result, these have primarily been assigned to the parent
company in Germany. The non-current assets held abroad are attributable to the United ArabEmirates, and amount to EUR 1,960.7 million (previous year: EUR 2,291.8 million).
There was no dependency on individual customers in the 2022 financial year.

NOTES TO THE CONSOLIDATED INCOME STATEMENT(1) Revenue
Revenue streams
The Hapag-Lloyd Group’s services comprise the shipping of containers by sea as well as associated hinterland transport for customers, thus providing transport services from door to door. As
a result, the Hapag-Lloyd Group primarily generates revenue from sea freight, inland containertransport and terminal handling charges.
Revenue is broken down by trade in the Hapag-Lloyd Group. This breakdown can be found in
the “Segment reporting” section.
The Hapag-Lloyd Group’s revenue rose by EUR 12,269.2 million to EUR 34,542.7 million in the2022 financial year (prior year period: EUR 22,273.5 million), representing an increase of 55.1%.
This was primarily due to a increase in average freight rates of 42.2% compared with the previous
year. The strengthening of the US dollar against the euro (measured by the average exchangerate) also caused revenue to increase. Adjusted for exchange rate movements, revenue would
have risen by approximately EUR 9.5 billion, or 38.1%. The transport volume was almost thesame as in the previous year and thus had only an immaterial impact on the increase in revenue.
Contract liabilities
Contract liabilities essentially comprise the remaining performance obligation as at the reporting
date in connection with shipments on pending voyages. The revenue recorded in the reporting
period and included in the balance of contract liabilities at the start of the 2022 financial year
came to EUR 1,445.8 million (previous year: 545.7 million).
Hapag-Lloyd also has contracts with customers with terms of more than one year in accordancewith IFRS 15. However, if one considers the recognition of the associated revenue over thecourse of time, it can be seen that the terms of the contracts have no effect on the time-related
recognition of revenue within one year. The reason for this is that the maximum duration of a ship
voyage is less than one year. This means that the recognition of revenue for an individual­shipment will not exceed a period of one year. With regard to the recognition of income, theHapag-Lloyd Group therefore only has contracts with a short-term perspective of less than one
year. On this basis, in accordance with IFRS 15.121 (a) in conjunction with IFRS 15.122, no further
information is provided on transaction costs attributable to remaining performance obligations.

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C onsolidated financial statements  I  notes

Performance obligations and methods for recognising revenue
The Hapag-Lloyd Group measures revenue based on the consideration specified in a contract
with a customer. The revenue is recognised by the Hapag-Lloyd Group when the transport service is rendered. The performance obligation is fulfilled and the revenue is recognised in the
period when the transport service is rendered by the Hapag-Lloyd Group, i.e. they are
period-based.
The recognition of revenue is determined by performance progress. To determine the performance progress in connection with shipments on voyages pending as at the reporting date,
Hapag-Lloyd uses the input-based method while taking account of the expenses incurred up
until the reporting date. Due to the transport-related expenses allocated over the itinerary, theprocedure is considered reliable and suitable. The determination of performance progress is
influenced by assumptions regarding the expected contribution margin for each transport.
These assumptions are judgement-based.
Payment terms at Hapag-Lloyd vary at the local level. The payment term predominantly usedby the Group constitutes payment within 30 days of receipt of the outgoing invoice.
Transaction price and transaction price components
With regard to the rendering of transport services in accordance with a customer’s shipment
contract, Hapag-Lloyd has a performance obligation as per IFRS 15.22(a), as the commitment
made to the customer only comprises a distinguishable service. This is the commitment to transport goods from a specific origin to an agreed destination. A fixed transaction price is agreed forthe transport service as part of a contract. The transaction price also includes variable components such as demurrage and detention for containers. These are recorded based on past experience as soon as the lease period of a container exceeds the agreed period in the contract.
Other transaction price components in the Hapag-Lloyd Group include discounts of any kind,e.g. cash payment discounts, volume discounts or special discounts. This pertains to both manifested and non-manifested discounts. The latter are deducted from the transaction price on amonthly basis, thereby reducing revenue, and are based on set discount conditions, which makesure that the variable consideration is limited. They therefore lead to a reduction in the trans­
action price. Since the discount is granted afterwards by means of a payment to the customer,a trade account payable (refund liability) is recognised on a monthly basis for the expected utilisation. For manifested discounts, on the other hand, the discount is granted earlier, when thereceivables are booked. As a result, the revenue recognised has already been reduced by theamount of the discounts.

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C onsolidated financial statements

183(2) Transport expenses
1.1.-31.12.2022

1.1.-31.12.2021

13,735.1

10,223.1

Bunker2,984.6

1,678.2

Handling and haulage

6,617.3

5,389.0

Equipment and repositioning 1

1,585.0

1,219.3

Vessel and voyage (excluding bunker)1

2,548.2

1,936.6

million EUR
Transport expenses for finished voyages

Change in transport expenses for pending voyages 2
Total
1
2

–4.4

100.2

13,730.7

10,323.3

Including lease expenses for short-term leases
The amounts presented as transport expenses for pending voyages represent the difference between the transport expenses forpending voyages for the current period and the transport expenses for pending voyages for the previous period. The transport
expenses for pending voyages recognised in the previous periods are presented in the current financial year as completed transport
expenses.

Transport expenses rose by EUR 3,407.4 million in the 2022 financial year to EUR 13,730.7 million(prior year period: EUR 10,323.3 million). This represents an increase of 33.0%, which was primarily due to the higher bunker consumption price compared with the previous year, as well as arise in container handling expenses. In addition, the stronger US dollar against the euro contributed to the increase in transport expenses. Adjusted for exchange rate movements, transport
expenses would have risen by EUR 2.1 billion, or 18.5%.
Over the 2022 financial year, the average bunker consumption price for Hapag-Lloyd was
USD 753/t, up USD 278/t (+58.5%) on the figure of USD 475/t for the prior year period. This led to
an increase in fuel expenses of EUR 1,306.4 million to EUR 2,984.6 million (prior year period:
EUR 1,678.2 million).
Container handling expenses rose by EUR 1,228.3 million over the reporting year to EUR 6,617.3
million (prior year period: EUR 5,389.0 million). This essentially resulted from increased demurrage and detention for containers due to partial congestion of port and hinterland infrastructure.
In addition, a rise in expenses for the onward transportation of containers, mainly by feeder vessels, contributed to the increase.
Container and repositioning expenses increased year-on-year due to higher expenses for demurrage and detention for empty containers at port terminals and for repositioning them.
The increase in expenses for vessels and voyages (excluding fuel) resulted primarily from the risein the percentage of vessels chartered on a medium-term basis and the resulting operating
expenses (non-leasing components) as well as from the increased expenses for container slot
charter costs on third-party vessels.
The gross profit margin (ratio of revenue less transport expenses to revenue) for the 2022 financial year came to 60.3% (prior year period: 53.7%).

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184

C onsolidated financial statements  I  notes(3) Personnel expenses
1.1.-31.12.2022

1.1.-31.12.2021

Wages and salaries

831.6

679.0

Social security costs, pension costs and other benefits

150.3

131.0

Total

982.0

810.0

million EUR

Personnel expenses rose by EUR 172.0 (21.2%) million to EUR 982.0 million in the first quarter ofthe 2022 financial year (prior year period: EUR 810.0 million). Increases in expenses in comparison to the previous year can be attributed to the special bonuses already paid for the 2022 financial year and the increased number of employees in the Hapag-Lloyd Group.
Adjusted for exchange rate movements, personnel expenses would have risen by EUR 72.4
million.
Pension costs include, among other things, expenses for defined benefit and defined contribution
pension obligations. A detailed presentation of pension commitments is provided in Note (22)Provisions for pensions and similar obligations. Personnel expenses were effectively reduced
by government assistance in the form of grants amounting to EUR 9.7 million (previous year
EUR 14.5 million), which were recognised in profit and loss. For further details, please refer toNote (29) Government assistance.
The average number of employees was as follows:
1.1.-31.12.2022

1.1.-31.12.2021

Marine personnel

1,842

1,963

Shore-based personnel

12,194

11,431

Apprentices
Total

231

240

14,267

13,634(4) Depreciation, amortisation and impairment
1.1.-31.12.2022

1.1.-31.12.2021

Scheduled amortisation/depreciation

1,903.6

1,465.6

Amortisation of intangible assets

92.9

83.4

1,810.7

1,382.3

0.5–2.8

million EUR

Depreciation of property, plant and equipment
Reversal of impairments/Impairments
Impairment of property, plant and equipment
Reversal of impairments on current assets held for sale
Total

0.5

8.6

–

–11.4

1,904.2

1,462.8

The amortisation of intangible assets largely concerned the customer base.

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185

The scheduled depreciation of property, plant and equipment was largely accounted for byocean-going vessels and containers. This increase was primarily due to the rise in the percentage of ships chartered on a medium-term basis at simultaneously higher charter rates and theresulting increase in rights of use. The amortisation of rights of use relating to leased assets(essentially vessels, containers, buildings) led to amortisation of EUR 1,030.9 million (prior year
period: EUR 712.8 million). A break-down of depreciation and amortisation can be found in theNotes to the respective balance sheet item.
(5) Other operating result
1.1.-31.12.2022

1.1.-31.12.2021

124.2

82.9

Gains and losses from disposal of assets

64.7

12.5

Income from own cost capitalised

9.5

7.1

Miscellaneous operating income

50.0

63.4

615.5

398.1

IT and Communication expenses

253.4

209.8

Charges, fees, consultancy and other professional services

85.4

38.6

Training and other personnel expenses

43.6

24.9

Office and Administration expenses

40.4

29.0

Expenses for bad debt

39.2

22.8

Exchange rate gains/losses

33.0

7.3

Other taxes

30.1

16.7

Car and Travel expenses

15.9

6.7

Bank charges

9.2

6.0

million EUR
Other operating income

Other operating expenses

Miscellaneous operating expenses
Total

65.3

36.3

–491.3–315.1

Miscellaneous operating income comprises items that cannot be allocated to any of the items
mentioned above. Income under this heading also includes other income from derecognition of
expired liabilities.
Net exchange rate gains and losses are shown under other operating expenses and can be primarily attributed to exchange rate variations affecting assets and liabilities (excluding financial
debt).
Miscellaneous operating expenses comprise items that cannot be allocated to any of the items
mentioned above.

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186

C onsolidated financial statements  I  notes(6) Interest result
The interest result was as follows:
1.1.-31.12.2022

1.1.-31.12.2021

252.3

21.3

Other interest and similar income

199.9

21.3

Other financial income

52.4

–

226.7

243.3

million EUR
Interest income and other finance income

Interest expenses and other finance expenses
Net interest expenses from the valuation of pensions
and similar obligations

3.9

2.7

Interest expenses for lease liabilities

89.0

70.3

Other interest and similar expenses

133.8

170.3

Other financial expenses––

Effects from the result of embedded derivatives

–3.0

–23.2

Total

22.6

–245.2Other interest and similar income are made up primarily of income from interest on money market
transactions. This revenue increased in the reporting year, particularly as a result of significantly
higher volume. Other financial income includes realised and unrealised price gains and distributions from money market funds. Other interest and similar expenses mainly comprise interest forbonds and loans as well as interest from other financial debt. The reduction in interest expenses
in comparison to the prior year period can be attributed primarily to the interest saved as a resultof paying off debts, along with the valuation and realisation effects associated with interest rate
swaps.
The effects of the embedded derivative on results also had a positive impact on the interest
result. This was due to the repayment of the euro-denominated bond the previous year.
For information on the interest expenses in relation to lease liabilities, please refer to Note (32)
Leasing.
(7) Other financial items
The other financial items, which amounted to EUR -303.9 million, primarily comprise realised
exchange rate effects arising from currency forward contracts for the euro dividends paid in May
2022, alongside the realised foreign currency losses from the corresponding dividend payment.
(8) Income taxes
The taxes on income and earnings actually paid or owed in the individual countries are disclosed
as income taxes. As in the previous year, corporate entities based in Germany are subject to a
corporate income tax rate of 15.0% and a solidarity surcharge of 5.5% of the corporate income
tax owed. Additionally, these companies are subject to trade earnings tax, which for the years
2022 and 2021 is at 16.5% for the Group, corresponding to the specific applicable municipal
assessment rate. The combined income tax rate for domestic companies is therefore 32.3%.
Furthermore, comparable actual income taxes are disclosed for foreign subsidiaries. Tax rates
within the Group in 2022 ranged from 7.2% to 39.0% (previous year: 7.2% to 39.0%).

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187

In addition, deferred taxes are recognised in this item for temporary differences in carrying
amounts between the statement of financial position prepared in accordance with IFRS and thetax balance sheet as well as on consolidation measures and, where applicable, realisable loss
carry-forwards in accordance with IAS 12 Income Taxes.
Income taxes were as follows:
1.1.-31.12.2022

1.1.-31.12.2021

Actual income taxes

181.2

57.6

thereof domestic

108.1

17.5

thereof foreign

73.1

40.1

million EUR

Deferred tax income/expenses

19.4

3.7

thereof from temporary differences

19.9

2.3

thereof from loss carry-forwards

–0.5

1.4

200.6

61.3

Total

The general increase in income taxes by EUR 139.3 million to EUR 200.6 million in the financial
year is mainly due to higher current German income taxes of Hapag-Lloyd AG amounting to
EUR 90.6 million. There was also an increase of EUR 33.0 million in foreign income taxes ofGroup companies as a result of the exceptionally positive general earnings situation. Furthermore, deferred tax liabilities of EUR 24.5 million were recognised for the first time in the financial
year on an investment in a subsidiary, as future distributions of profits already retained in the
country in which this subsidiary is domiciled will lead to a subsequent increase in the income tax
burden. Significant offsetting effects in the financial year can be found in other deferred taxes on
temporary differences of around EUR 7.5 million income.
The domestic income taxes include tax expenses of EUR 4.5 million, which are attributable to thetonnage taxation (prior year period: EUR 4.5 million).
The EUR 90.6 million increase in domestic current income is mainly attributable to two effects.
Firstly, there was a further increase in intra-Group dividend income at the level of Hapag-Lloyd AG
in the financial year. Secondly, Hapag-Lloyd AG generated significant income from investments
for the first time, which is not in the scope of tonnage profit calculation.
In addition, current income taxes include tax expenses relating to other periods amounting
to EUR 2.5 million (prior year period: income of EUR 0.9 million).
As Hapag-Lloyd AG has opted for tonnage taxation, temporary measurement differences do notaffect taxation, with the result that no deferred taxes are calculated. For domestic income which
is not subject to tonnage taxation, a combined income tax rate of 32.3% was used both in 2022
and 2021 to calculate the deferred taxes.

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C onsolidated financial statements  I  notes

For foreign-based companies, the tax rates of the country in question were used to calculate thedeferred taxes. The income tax rates applied for foreign-based companies in 2022 ranged from
8.2% to 35.0% (previous year: between 8.3% and 34.9%).
The following table shows a reconciliation statement from the expected to the reported income
tax expense. To calculate the expected tax expense, the Group profit is first divided between the
result that falls under tonnage taxation and the result that is subject to regular taxation. The resultthat is subject to regular taxation is multiplied by the statutory income tax rate of 32.3% prevailingfor Hapag-Lloyd AG in the financial year, as the bulk of the Group profit was generated by
Hapag-Lloyd AG.
Reconciliation statement
1.1.-31.12.2022

1.1.-31.12.2021

17,243.2

9,146.3

thereof under tonnage tax

16,060.7

8,847.6

thereof under regular income tax

1,182.4

298.7

Expected income tax expense (+)/income (–)(tax rate 32.3%)

381.6

96.4

Difference between the actual tax rates
and the expected tax rates–222.0–45.4

million EUR
Earnings before taxes

Changes in tax rate or tax law–

0.2

Effects of income not subject to income tax

16.3

–5.4

Non-deductible expenses and trade tax additions
and reductions

20.9

15.5

Effects from reassessments

21.5

–2.6

Effective tax expenses and income relating to other periods

2.5

–0.9

Tax effect from equity-acounted investees

–23.6

–17.4

Exchange rate differences

–1.8

8.8

Other differences

0.7

7.6

196.1

56.8

Income tax expense under regular income tax
Income tax expense under tonnage tax
Reported income tax expenses (+)/income (–)

4.5

4.5

200.6

61.3

Effects due to deviating tax rates for domestic and foreign taxes from the income tax rate of
Hapag-Lloyd AG are disclosed in the above reconciliation statement under the difference
between the actual tax rates and the expected tax rates.

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189

The position “Effects from reassessments” includes income of EUR 2.1 million (previous year:
EUR 1.3 million) from the change in unrecognised corporate income tax loss carryforwards inGermany and abroad. Furthermore, EUR 0.5 million (prior year period: EUR 0.3 million) relates tothe reduction in actual income taxes due to the utilization of previously unrecognised tax losses.
Another significant deviation from the previous year’s effects is the first-time recognition ofdeferred tax liabilities on the balance sheet of a subsidiary in the amount of EUR 24.5 million.
The reason for this is that future transfers of cash and cash equivalents from the subsidiary to
Hapag-Lloyd will be possible through dividend distributions, which will trigger an additional tax
burden in the country in which the subsidiary is domiciled.
The other differences include EUR 2.7 million in foreign withholding taxes for dividends, which
are non-deductible (prior year period: EUR 5.1 million).
Deferred tax assets and deferred income tax liabilities result from temporary differences and tax
loss carry-forwards as follows:
31.12.2022
million EUR

31.12.2021

Asset

Liabillity

Asset

Liabillity

Recognition and measurement
differences for property, plant andequipment and other non-current assets

1.7

46.6

1.2

18.2

Recognition differences for receivables
and other assets

2.4

1.9

1.6

0.8

Measurement of pension provisions

3.1

0.8

2.9

0.4

Recognition and measurement
differences for other provisions

8.3

0.2

5.6

0.2

Other transactions

17.6

0.7

11.6

–0.3

Capitalised tax savings fromrecoverable loss carry-forwards

9.3

–

8.3

–

–

–

–

–

thereof utilised by tonnage tax baseNetting of deferred tax assets
and liabilities

–9.4

–9.4

–5.2

–5.2

Balance sheet recognition

33.0

40.8

26.0

14.1

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C onsolidated financial statements  I  notes

The change in deferred taxes in the statement of financial position is recognised as follows:

million EUR

Recognised Recognised
as taxes in in other com- Recognised as
As per the income
prehensive
an exchange
1.1.2021
statement
income rate d­ ifference

As per
31.12.2021

Recognition and measurement
differences for property, plant andequipment and other non-current assets

–11.0

–4.9

Recognition differences for receivables
and other assets

1.5

–0.8

Measurement of pension provisions

6.8

–0.5

7.2

–

Recognition and measurement
differences for other provisions

4.2

Other transactions

8.0

Capitalised tax savings from recoverable
loss carry-frowards

9.1

–1.4

–

0.6

8.3

Balance sheet recognition

18.6

–3.7

–3.7

0.7

11.9

Recognised Recognised
as taxes in in other com- Recognised as
As per the income
prehensive
an exchange
1.1.2022
statement
income rate difference

As per
31.12.2022

thereof recognised directly in equity

million EUR

–1.2

–17.1

–

0.1

0.8

–3.7

–0.1

2.5

–3.8

–

3.4

0.8

–

0.4

5.4

3.1

–

0.9

12.0

Recognition and measurement
differences for property, plant andequipment and other non-current assets

–17.1

–27.2

Recognition differences for receivables
and other assets

0.8

Measurement of pension provisions

2.5
3.4

thereof recognised directly in equity

–

–

–0.6

–44.9

–0.4

–

0.1

0.5

0.7

–1.0

0.1

2.3

–

–1.0

–

2.4

Recognition and measurement
differences for other provisions

5.4

2.4

–

0.3

8.1

Other transactions

12.0

4.6

–

0.3

16.9

Capitalised tax savings fromrecoverable loss carry-frowards

8.3

0.5

–

0.5

9.3

Balance sheet recognition

11.9

–19.4

–1.0

0.7

–7.8

Deferred tax liabilities of EUR 24.8 million (previous year: EUR 0.3 million) were recognised for
temporary differences between the net assets and the carrying amount of subsidiaries for tax
purposes, whereby the reversal of the temporary differences is likely in the foreseeable future.
The increase is based on a change in the future cash repatriation strategy at a subsidiary.
No deferred tax liabilities were recognised for the remaining taxable differences between the net
assets and the carrying amount of subsidiaries for tax purposes amounting to EUR 96.9 million(previous year: EUR 57.3 million), as Hapag-Lloyd is able to steer how the temporary differences
are reversed over time and no reversal of the temporary differences is likely in the near future.
Deferred tax assets and liabilities are classified as non-current in the statement of financial position in accordance with IAS 1, irrespective of their expected realisation date.

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191

Deferred tax assets are recognised for temporary differences and tax loss carry-forwards if theirrealisation seems certain in the near future. The loss carry-forwards not recognised relate primarily to foreign subsidiaries that are not covered by tonnage taxation. The amounts of unutilised tax
losses and the capacity to bring forward the tax losses for which no deferred tax assets wererecognised are as follows:
million EUR
Loss carry-forwards for which deferred
tax assets were recognised
Loss carry-forwards for which no deferred
tax assets were recognised
thereof loss carry-forwards forfeitable in more than 5 years

31.12.2022

31.12.2021

27.6

24.7

1,344.8

1,271.9–

0.1

Non-forfeitable loss carry-forwards

1,344.7

1,271.8

Total of unutilised loss carry-forwards

1,372.4

1,296.6

1.1.-31.12.2022

1.1.-31.12.2021

17,030.1

9,074.7

Weighted average number of shares in million

175.8

175.8

Basic earnings per share in EUR

96.89

51.63

(9) Earnings per share

Profit/loss attributable to shareholders in million EUR

Basic earnings per share is the quotient of the Group net result attributable to the shareholders
of Hapag-Lloyd AG and the weighted average of the number of shares in circulation during thefinancial year.
There were no dilutive effects in the 2022 financial year or in the previous year.

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C onsolidated financial statements  I  notes

NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION(10) Intangible assets

million EUR

AdvanCustomer tageous
Goodwillbase contracts

Brand Software

1,466.8

1,682.7

–

209.1

114.0

Payments on
account andassets underconstruction

Total

17.2

3,489.8

Historical cost
As at 1.1.2021
Addition from business combination

6.3

–

2.8

–

3.9

–

13.1

Additions

–

–

–

–

0.4

6.9

7.2

Disposals

–

–

2.8

–

–

–

2.8

Transfers

–

–

–

–

1.7

–2.2

–0.5

Exchange rate differences

124.2

142.4

–

17.7

10.2

1.7

296.1

1,597.2

1,825.1

–

226.8

130.1

23.5

3,802.8

As at 1.1.2021

–

454.9

–

–

109.1

–

563.9

Additions

–

78.3

2.8

–

2.2

–

83.4

Disposals

–

–

2.8

–

–

–

2.8

Transfers

–

–

–

–

–0.5

–

–0.5

Exchange rate differences

–

42.1

–

–

9.5

–

51.6

As at 31.12.2021

–

575.3

–

–

120.2

–

695.5

1,597.2

1,249.9

–

226.8

9.9

23.5

3,107.3

1,597.2

1,825.1

–

226.8

130.1

23.5

3,802.8

As at 31.12.2021
Accumulated amortisation

Carrying amounts 31.12.2021
Historical cost
As at 1.1.2022
Addition from business combination

18.8

21.7

–

–

–

–

40.5

Additions

–

–

–

–

0.3

10.0

10.3

Disposals

–

–

–

–

0.9

–

0.9

Transfers

–

–

–

–

11.7

–11.7

–

96.1

110.0

–

13.7

7.7

1.4

228.8

1,712.1

1,956.8

–

240.5

148.9

23.3

4,081.6

As at 1.1.2022

–

575.3

–

–

120.2

–

695.5

Additions

–

88.0

–

–

5.0

–

92.9

Disposals

–

–

–

–

0.1

–

0.1

Exchange rate differences

–

33.5

–

–

7.2

–

40.7

–

696.8

–

–

132.3

–

829.0

1,712.1

1,260.1

–

240.5

16.6

23.3

3,252.5

Exchange rate differences
As at 31.12.2022
Accumulated amortisation

As at 31.12.2022
Carrying amounts 31.12.2022

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193

Intangible assets not subject to amortisation comprise goodwill in the amount of EUR 1,712.1 million (previous year: EUR 1,597.2 million) and the Hapag-Lloyd brand in the amount of EUR 240.5
million (previous year: EUR 226.8 million).
At the end of the 2022 financial year, an impairment test of goodwill and intangible assets thatare not subject to amortisation was carried out for the entire cash-generating unit “container
shipping”. The recoverable amount was calculated based on the fair value less costs of disposal.
Measurement was based on Level 1 input factors (use of the unadjusted quoted share price ofHapag-Lloyd AG and an unadjusted quoted bond price) and on Level 2 input factors (use ofobservable market price quotations that are not Level 1 to measure the remaining net debt). With
regard to the fundamental measurement assumptions, please refer to the section “Accounting
and measurement”. In its entirety, the fair value of the “Container shipping” cash-generating unit
must be assigned to level 2, because level 2 corresponds to the lowest input considered significant for the overall measurement.
As at the reporting date, the fair value less costs of disposal exceeded the carrying amounts ofthe cash-generating unit “container shipping”, so that no impairment had to be recognised.
Development expenses in the financial year totalled EUR 62.0 million (prior year period: EUR 43.3
million). Investments in internally generated intangible assets requiring capitalisation in 2022
amounted to EUR 10.2 million (previous year: EUR 7.3 million). These are presented under software and as payments on account and assets under construction.

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C onsolidated financial statements  I  notes(11) Property, plant and equipment

Vessels

Containers,
chassisProperty,buildings
and otherequipment

9,917.2

3,610.4

379.9

72.9

101.1

99.6

4.3

–

205.0

1,396.9

1,037.7

70.4

353.4

2,858.4

Disposals

148.1

69.5

28.2

–

245.7

Reclassifications to held for sale–244.3––––244.3

million EUR

Payments on
account andassets underconstruction

Total
13,980.4

Historical cost
As at 1.1.2021
Addition from business combination
Additions

Transfers

61.4

0.2

3.1

–64.0

0.7

Exchange rate differences

892.0

355.2

34.1

19.6

1,300.8

11,976.2

5,033.6

463.5

381.9

17,855.2

3,193.0

1,322.0

164.8–

4,679.9

952.3

388.3

41.6

–

1,382.3

As at 31.12.2021
Accumulated depreciation
As at 1.1.2021
Additions

–

–

8.6

–

8.6

Disposals

Impairments

142.0

54.9

16.0

–

212.9

Reclassifications as held for sale–214.7––––214.7

–

–

0.5

–

0.5

297.2

127.7

22.0

–

446.9

Transfers
Exchange rate differences
As at 31.12.2021

4,085.8

1,783.2

221.5–

6,090.4

Carrying amounts 31.12.2021

7,890.5

3,250.4

242.1

381.9

11,764.8

11,976.2

5,033.6

463.5

381.9

17,855.2

104.3

–

36.9

–

141.2

Additions

1,594.4

296.8

84.8

474.7

2,450.7

Disposals

234.5

157.2

63.6

–

455.4

Transfers

48.5

–

1.3

–49.8

–

Historical cost
As at 1.1.2022
Addition from business combination

Exchange rate differences

701.6

301.4

21.3

17.5

1,041.8

14,190.5

5,474.5

544.2

824.4

21,033.6

As at 1.1.2022

4,085.8

1,783.2

221.5–

6,090.4

Additions

1,321.2

444.5

51.5

–

1,817.2

As at 31.12.2022
Accumulated depreciation

Impairments

–

–

0.5

–

0.5

Impairments

–

–

5.8

–

5.8

214.1

111.2

30.6

–

355.8

Disposals
Exchange rate differences

H apag - L lo y d A G

I

231.7

103.1

12.1

–

346.9

As at 31.12.2022

5,424.6

2,219.6

249.2–

7,893.4

Carrying amounts 31.12.2022

8,765.8

3,254.9

295.0

824.4

13,140.2

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195

The carrying amount of the property, plant and equipment subject to restrictions of ownership
was EUR 4,847.1 million as at the reporting date (previous year: EUR 4,618.0 million). Restrictionsof ownership exist in the form of ship mortgages for container ships and in the form of collateralfor financed ships and containers transferred by way of security.
Changes in the rights of use for each investment class in the financial year are presented in
Note (32) Leases.
Capitalisation of borrowing costs
During the 2022 financial year, borrowing costs of EUR 17.2 million (previous year: EUR 3.9 million) from general, i.e. non-dedicated, external financing sources were capitalised for ships underconstruction. The capitalisation rate used to determine the capitalisation of borrowing costs is
calculated every quarter and amounts to between 3.2% and 4.2% p.a. for the 2022 financial year
(previous year: between 3.2% and 3.6% p.a.).
Directly attributable borrowing costs of EUR 1.0 million (previous year: EUR 0.3 million) were also
capitalised during the 2022 financial year. The interest rate of the corresponding loans is 2.5%
p.a., as in the previous year.
(12) Investments in equity-accounted investees
The following companies were incorporated into the Hapag-Lloyd Group using the equity method
as at 31 December 2022.
Proportion of ownershipin the group (in %)Name of the company

Registered office

2022

2021

Joint venture
Consorcio Naviero Peruano S.A.

Lima

47.93

47.93

Texas Stevedoring Services LLC

Wilmington

50.00

50.00

Eurogate Container Terminal WilhelmshavenGmbH & Co. KG

Wilhelmshaven

30.00

–

Rail Terminal Wihelmshaven GmbH

Wilhelmshaven

50.00

–

Damietta

39.00–

Hapag-Lloyd Lanka (Pvt) Ltd

Colombo

40.00

40.00

HHLA Container Terminal Altenwerder GmbH

Hamburg

25.10

25.10

Djibouti

19.06

19.06

Dubai

61.59

–

H apag - L lo y d A G

I

Damietta Alliance Container Terminals S.A.E.
Associated companies

Djibouti Container Services FZCOEA Technologies FZCO

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C onsolidated financial statements  I  notes

Joint ventures
In April 2022, Hapag-Lloyd Group acquired 30% of the shares in Eurogate Container Terminal
Wilhelmshaven GmbH & Co. KG, known for short as CTW. This company is a Wilhelmshaven-based joint venture specialising in investments in the superstructure of Eurogate Container
Terminal and all activities associated with operating the terminal. The cost of acquisition primarily
relate to incoming payments to Hapag-Lloyd AG. The value of the shares is initially recognised at
the net fair value of the identifiable assets and liabilities. The initial recognition is preliminary
because the assets and liabilities have not yet been conclusively valued. The preliminary difference (EUR 49.5 million) calculated between the initially recognised value of the shares and thelower cost of acquisition has been recognised as an income which is reflected under “Share of
profit of equity-accounted investees”.
In addition, Hapag-Lloyd Group also holds 50% shares in Rail Terminal Wilhelmshaven (RTW),
which operates the railhead at Eurogate Container Terminal Wilhelmshaven and is responsible forloading and unloading wagons.
Hapag-Lloyd Group also has 39% shares in Damietta Alliance Container Terminals S.A.E, which
was founded in December 2022 and is based in Damietta, Egypt. In the future, the company will
operate a container terminal that is currently under construction in the port of Damietta.
All the new companies in which Hapag-Lloyd Group holds shares provide container logistics andterminal services on behalf of Hapag-Lloyd Group.
Proportionate cumulative losses for equity-accounted joint ventures amounted to EUR 0.1 million(prior year period: EUR –0.5 million) in the financial year.
Associated companies
In October 2022, Hapag-Lloyd Group acquired a 61.59% share in EA Technologies FZCO, Dubai
Silicon Oasis, UAE. Together with its affiliate ODeX india Solutions Private Ltd, it offers a digital
accounting, electronic payments and delivery documentation platform to customers in the shipping industry. The shareholder agreements stipulate that significant decisions regarding company and financial policy require qualified majorities in excess of the proportion of shares held
by Hapag-Lloyd. Therefore, despite holding a majority stake of 61.59%, Hapag-Lloyd is deemed
to exert significant influence over the company.
The Hapag-Lloyd Group continues to exert significant control over Djibouti Container Services
FZCO, Djibouti, as its share of voting rights in the group is 21.25%.

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197

HHLA Container Terminal Altenwerder GmbH provides terminal services for the Hapag-Lloyd
Group. Financial information for this significant equity-accounted investee reported in the statement of financial position (100% values and therefore not adjusted to the percentage held) is
contained in the following table:
HHLA Container Terminal
Altenwerder GmbH
2022

2021

Revenues

308.0

297.0

Annual result

84.1

95.0

Dividend payments to Hapag-Lloyd Group

–33.4

–24.6

Current assets

187.0

108.2

Non-current assets

92.5

81.5

Current liabilities

38.2

37.6

Non-current liabilities

76.8

71.7

Net assets

164.5

80.4

Group share in net assets

41.3

20.2

Goodwill

276.8

276.8

–

27.5

million EUR
Statement of comprehensive income

Balance sheet

Pro-rata share of current financial year’s profit
Disproportionate share of profit

16.6

–

Result related to other period

–0.9

5.0

Carrying amount of the participation
at the end of the financial year

333.8

329.5

The equity-accounted share of the joint venture and the associated companies has changed asfollows:
HHLA Container
Terminal Altenwerder GmbH

Non-material associatedcompanies

Joint Venture

million EUR

2022

2021

2022

2021

2022

2021

Participation 1.1.

329.5

326.5

2.3

2.0

0.5

0.7

Additions from acquisition of investments

–

–

15.0

–

1.3

–

Disposals

–

–

–

–

–

–

Pro-rata share of
earnings after taxes

37.7

27.5

2.4

1.5

0.2

–0.2

Dividend payments

–33.4

–24.6

–1.7

–1.3

–

–

Exchange rate
differences
Participation 31.12.

–

–

–0.7

0.1

0.2

–

333.8

329.5

17.3

2.3

2.2

0.5

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C onsolidated financial statements  I  notes(13) Trade accounts receivable and other financial assets
31.12.2022

31.12.2021

Total

Remainingterm morethan a year

Trade accounts receivable

2,895.0–

2,999.2–

Other financial assets

3,116.9

49.9

252.7

15.6

Investments and securities

14.8

14.8

7.6

7.6

Receivables relating to offset
or advanced payments

111.4

–

129.0

–

Receivables from loans andother financial ­receivables

5.4

4.7

4.5

4.4

Receivables from insurancecompensation

71.5

25.3

51.0

–

14.7

3.9

12.0

3.4

2,787.8–––

million EUR

Receivables from deposits
and prepayments
Time deposits

Total

Remainingterm morethan a year

Interest receivables

57.6

–

0.7

–

Sundry financial assets

53.7

1.2

47.9

0.2

6,011.949.9

3,252.0

15.6

Total financial assets

As at 31 December 2022, in relation to vessel financing, there were assignments on earnings ofa type customary on the market for trade accounts receivable resulting from revenue.
In addition to this, trade accounts receivable were pledged as part of the programme to securitise receivables. These kinds of receivables have not been derecognised by the Group, but areheld according to the business model in order to collect contractual cash flows (held to collect).
Other financial assets are primarily comprised of fixed-term deposits with an initial term of overthree months.
Credit risks
The gross carrying amounts of trade accounts receivable and other financial assets that fallwithin the scope of impairments under IFRS 9 amounted to EUR 6,050.5 million as at 31 December 2022 (previous year: EUR 3,274.0 million) and are mostly exposed to a low to medium credit
risk. As at the reporting date, gross carrying amounts of EUR 253.2 million (previous year:
EUR 311.2 million) were credit-impaired or exposed to high credit risk. EUR 957.6 million (previous year: EUR 432.9 million) were collateral backed.

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C onsolidated financial statements

199

Along with the risk categorisation presented above, the following table provides information
about the age structure of trade accounts receivable and other financial assets that fall within thescope of impairments under IFRS 9:
million EUR

31.12.2022

31.12.2021

Trade accounts receivable and other financial assets
Not overdue

5,502.1

2,905.6

Overdue up to 30 days

299.9

223.2

Overdue between 31 and 90 days

121.9

88.8

Overdue for more than 90 days

126.5

56.4

6,050.5

3,274.0

Gross carrying amount
Loss allowance
Carrying amount

–54.1

–29.6

5,996.4

3,244.4

Loss allowances
The loss allowances on trade accounts receivable and on other financial assets that fall within thescope of impairments under IFRS 9 developed as follows:
2022

2021

Loss allowances as of 1.1.

29.6

27.6

Utilisation

0.9

4.8

Impairment losses

23.9

4.5

Change of translation reserve

1.5

2.3

Loss allowances as of 31.12.

54.1

29.6

million EUR
Loss allowances on trade accounts receivableand other financial assets

Loss allowances as at 31 December 2022 are EUR 54.1 million, of which EUR 48.6 million are
attributable to credit-impaired receivables (previous year: EUR 24.3 million).

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200

C onsolidated financial statements  I  notes(14) Other non-financial assets
31.12.2022

million EUR

Total

31.12.2021

Remainingterm morethan a year

Total

Remainingterm morethan a year

Other non-financial assets
Claims arising from the refund of other taxes

75.4

0.6

80.9

0.6

Commitment fees for loans

22.5

13.8

19.9

17.7

Prepaid expenses

42.2

1.1

32.4

0.7

Sundry non-financial assets

15.1

7.1

3.2

1.0

155.2

22.7

136.4

20.0

Total

(15) Derivative financial instruments
31.12.2022

31.12.2021

million EUR

Total

Remainingterm morethan a year

Receivables from derivative financial
instruments

1

Total

Remainingterm morethan a year

42.8

37.3

12.7

12.5

thereof derivatives
in hedge accounting 1

42.4

36.8

9.6

9.3

thereof derivatives not included
in hedge accounting

0.4

0.4

3.2

3.2

The market values of the non-designated time values and forward components,
the changes of which are recognised in the reserve for cost of hedging are also included.

Derivative financial instruments are shown at fair value (market value). They serve to hedge­currency risks and interest rate risks in the area of financing. This item also contains embedded
derivatives in the form of buy-back options from the issued bond. A detailed description of thederivative financial instruments follows within the explanation of the financial instruments(Note (28)).
(16) Inventories
The inventories were as follows:
million EUR
Raw materials and supplies

31.12.2022

31.12.2021

437.4

332.4

Prepayments
Total

2.5

4.8

440.0

337.2

Raw materials, consumables and supplies primarily comprised fuel inventories, which rose fromEUR 329.9 million in the previous year to EUR 434.7 million due to price.
Expenses of EUR 2,984.6 million for fuels were recognised in the reporting period (prior year
period: EUR 1,678.2 million). Impairments for fuel inventories in the amount of EUR 15.2 million
were also recognised as expenses in the financial year (prior year period: EUR 0.5 million).
No write-backs were recognised.

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C onsolidated financial statements

201(17) Cash and cash equivalents
31.12.2022

31.12.2021

647.5

1,435.7

Term deposits with up to 3-month-term

5,140.6

6,287.7

Reverse repo transactions

4,683.8–

Money market funds

4,764.2–

Total

15,236.1

7,723.4

million EUR
Cash on hand, cheques, demand deposits and overnights

Due to local restrictions, the Hapag-Lloyd Group has limited access to cash and cash equivalents of EUR 51.6 million (previous year: EUR 22.4 million) at individual subsidiaries. These funds
are not readily available to Hapag-Lloyd AG or its other subsidiaries for general use.
Demand deposits include an amount of EUR 13.7 million (previous year: EUR 9.8 million) subject
to usage restrictions arising from contractual agreements with third parties. Although this amount
can be called up from the bank at any time without penalty, Hapag-Lloyd is obliged by contractual obligations to keep a total amount of EUR 13.7 million in certain demand deposits as collateral for lending banks.
The increase in cash and cash equivalents primarily resulted from operating activities.
(18) Subscribed capital and capital reserves
As at 31 December 2022, Hapag-Lloyd AG’s subscribed capital was divided into 175.8 million
no-par registered shares with equal rights, as in the previous year. As in the previous year, eachindividual share represents EUR 1.00 of the share capital.
Authorised capital
The Executive Board was authorised, subject to the approval of the Supervisory Board, toincrease the Company’s share capital by up to EUR 23.0 million in the period to 30 April 2022
by issuing up to 23 million new no-par registered shares in exchange for cash and/or non-cash
contributions (Authorised Share Capital 2017). The authorised capital that had not been used by
the end of the previous year, amounting to EUR 11.3 million, lapsed in the 2022 financial year.
(19) Retained earnings
Retained earnings essentially comprise earnings from the financial year and previous years aswell as reclassifications from the capital reserves.
Dividend distribution 2022
On 31 May 2022, a dividend of EUR 35.00 (previous year EUR 3.50) per dividend-eligible individual share was paid out to the shareholders of Hapag-Lloyd AG, amounting to a total payment of
EUR 6,151.6 million (previous year: EUR 615.2 million).

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202

C onsolidated financial statements  I  notes

Use of retained earnings
In accordance with the German Stock Corporation Act (AktG), the Annual General Meeting
passes resolutions regarding use of the retained earnings reported in the annual financial statements prepared according to the German Commercial Code. Taking into account the profit of
EUR 3,439.8 million carried forward from 2021 and an annual net profit of EUR 17,565.2 million,
the annual financial statements of Hapag-Lloyd AG reported retained earnings of EUR 21,005.0
million. A proposal will be made at the Annual General Meeting that the retained earnings beused to pay a dividend of EUR 63.00 per dividend-eligible share and after the distribution in the
total amount of EUR 11,072.9 million the remaining profit of EUR 9,932.1 million be carried forward to the subsequent year.
(20) Cumulative other equity
Cumulative other equity comprises the reserve for remeasurements from defined benefit pension
plans, the reserve for cash flow hedges, the reserve for hedging costs and the translation
reserve.
The reserve for remeasurements from defined benefit pension plans (31 December 2022:
EUR -33.8 million (31 December 2021: EUR –149.6 million) contains gains and losses from theremeasurement of pension obligations and plan assets recognised cumulatively in other comprehensive income, among other things due to the change in actuarial and financial parameters inconnection with the valuation of pension obligations and the associated fund assets. The effectfrom the remeasurement of pension obligations and the associated plan assets recognised inother comprehensive income in the 2022 financial year resulted in a decrease of EUR 115.8 million in the negative reserve (prior year period: EUR 53.7 million).
The reserve for cash flow hedges contains changes in the cash component of currency forward
contracts and changes in the market value of interest rate swaps that are recognised in othercomprehensive income and amounted to EUR 39.0 million as at 31 December 2022 (31 December 2021: EUR -0.1 million). In the 2022 financial year, resulting gains and losses totalling
EUR 19.0 million were recognized in other comprehensive income as the effective portion of thehedging relationship (prior year period: EUR -5.2 million), while gains and losses totaling
EUR 20.6 million (prior year period: EUR 35.8 million) were reclassified and recognised throughprofit or loss.
The reserve for costs of hedging contains changes in the forward component of currency forward contracts that are recognised in other comprehensive income and amounted to EUR 1.5 mil­lion as at 31 December 2022 (31 December 2021: EUR 0.6 million). In the 2022 financial year, theresulting gains and losses totalling EUR -2.9 million were recognised in other comprehensive
income (prior year period: EUR -2.8 million), while gains and losses of EUR 3.8 million (prior year
period: EUR 3.2 million) were reclassified and recognised through profit or loss.
The translation reserve of EUR 1,626.3 million (31 December 2021: EUR 876.7 million) includes
differences from currency translation. The differences from currency translation of EUR 750.3 million (prior year period: 919.7 million) were due to the translation of the financial statements ofHapag-Lloyd AG and its subsidiaries into the reporting currency. Currency translation differences
are recognised in the statement of comprehensive income under the items that are not reclassified and recognised through profit or loss, because the currency translation effects of subsidiaries with the same functional currency as the parent company cannot be recycled.

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C onsolidated financial statements

203(21) Non-controlling interests
The non-controlling interests within the Hapag-Lloyd Group are not material from a quantitativeor qualitative perspective. There were no material changes in non-controlling interests in the2022 financial year.
(22) Provisions for pensions and similar obligations
Defined benefit pension plans
Hapag-Lloyd AG maintains domestic and foreign defined benefit pension plans.
Provisions for domestic benefit obligations and similar obligations are primarily made due to benefit commitments for pensions, survivorship annuities and disability benefits. The amount of thebenefit depends on which benefit group the employees belong to based on years of service, andtherefore on the total number of years of service. The monthly pension payable corresponds tothe balance of the benefit account of the employee when pension payments begin. The balanceof the benefit account is zero when employment begins. It increases by the increment set for the
benefit group for every year of eligible service. After the 25th year of service, the annual amountincreases by a fifth of the increment applicable to the benefit group. There is no obligation for
employees to participate in the pension plan by way of paying contributions.
Furthermore, there are individually agreed pension commitments with entitlements to pension,
survivorship annuity and disability benefits, the amount of which is specified in the corresponding
agreements. A small number of people also have the option of forgoing their bonuses in favour of
a company pension.
Pension commitments are provided to former Executive Board members based on a separate
defined benefit plan. These also include entitlements to pension, survivorship annuity and disability benefits, the amount of which is based on an individually specified percentage of the pensionable emoluments. In some cases, they are also secured by plan assets in the form of reinsurance
policies. With one exception, serving Executive Board members do not receive any commitments
for a company defined-benefit pension. For one Executive Board member, there is a commitment
for pension, survivorship annuity and disability benefits, the amount of which is determined by afixed amount. Retirement benefits are paid out in the form of monthly pension payments.
Foreign defined benefit pension plans primarily relate to plans in the United Kingdom, the Netherlands and Mexico. These likewise include entitlements to pension, survivorship annuity and disability benefits. The amount of the benefits corresponds to a defined percentage together with theeligible years of service and emoluments. The net income generated from the amounts paid in isalso taken into account. Plan assets exist for these plans. Contributions to the foreign plans arepaid by Hapag-Lloyd and its employees. In Mexico, the contributions are paid solely by theemployer. Benefits abroad are usually paid out in the form of monthly pension payments. However, in Mexico employees have the option of choosing between ongoing pension payments andone-time payments. The additional employee benefits mainly comprise statutory claims for
employee termination benefits.

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204

C onsolidated financial statements  I  notes

The Company is exposed to a variety of risks associated with defined benefit pension plans.
Aside from general actuarial and financial risks such as longevity risks and interest rate risks,
the Company is exposed to currency risk and investment/capital market risk.
Financing status of the pension plans
31.12.2022

31.12.2021

192.1

276.6

8.7

9.8

183.4

266.8

Net present value of defined benefit obligations

142.2

209.1

Less fair value of plan assets

110.2

155.3

Deficit (net liabilities)

32.0

53.7

Total

215.4

320.6

31.12.2022

31.12.2021

with quoted market price in an active market

21.4

36.2

without quoted market price in an active market

1.3

1.5

29.7

25.1

3.4

20.8

0.9

6.0

with quoted market price in an active market

16.0

6.4

without quoted market price in an active market

5.8

6.5

Pension plan reinsurance

8.5

9.8

Real estate

0.9

1.6

Cash and cash equivalents

4.5

18.0

million EUR
Domestic defined benefit obligations
Net present value of defined benefit obligations
Less fair value of plan assets
Deficit (net liabilities)
Foreign defined benefit obligations

Composition and management of plan assets
The Group’s plan assets are as follows:
million EUR
Equity instruments

Government bonds
with quoted market price in an active market
Corporate bonds
with quoted market price in an active market
Other debt instruments(other) asset-backed securities
with quoted market price in an active market
Derivatives

H apag - L lo y d A G

I

Other

26.3

33.2

Fair value of plan assets

118.9

165.1

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C onsolidated financial statements

205

The plan assets have been entrusted to independent external financial service providers forinvestment and management. The plan assets contain neither the Group’s own financial instruments nor real estate used by the Group itself. All bonds in the plan assets had a rating of at least
AA as at the reporting date.
Committees (trustees) exist in the United Kingdom and Mexico to manage the foreign plan
assets; these consist of plan participants and representatives of Hapag-Lloyd management.
When plan assets are invested in these countries, legally independent financial service providers
are called in to provide advice and support. They make a capital investment proposal to therespective committee, complete with risk and success scenarios. The committee is then responsible for taking the investment decision in close consultation with Hapag-Lloyd AG; their decisions tally with their respective investment strategy. The investment strategy first and foremost
focuses on reducing the interest rate risk and on safeguarding liquidity and optimising returns.
To this end, the anticipated pension payments, which will be incurred in a specific time frame,are aligned with the maturity of the capital investments. In the case of maturities from eight to
12 years, low-risk investment forms are chosen, e.g. fixed-interest or index-linked governmentand corporate bonds. For any other obligations falling due, investments are made in forms witha higher risk, but which have a greater expected return.
In the Netherlands, an independent financial service provider is responsible both for managing
the plan assets and for deciding how to invest them.
The financing conditions in the United Kingdom are set by the regulatory body for pensions
together with the corresponding laws and regulations. Accordingly, a valuation is carried out inline with local regulations every three years, which usually leads to a greater obligation compared
to measurement pursuant to IAS 19. Based on the most recent technical valuation, the defined
benefit plan in the United Kingdom has a financing deficit. The Company and trustees haveagreed on a plan to reduce the deficit, which includes additional annual payments for a limited
period.

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C onsolidated financial statements  I  notes

Development of the present value of defined benefit obligations
The present value of defined benefit obligations has developed as follows:
million EUR

2022

2021

Net present value of defined benefit obligations as at 1.1.

485.7

523.8

Current service cost

11.6

13.8

Interest expenses

7.0

4.8

Remeasurements:
Gains (–)/losses (+) from changes
in demographic assumptions
Gains (–)/losses (+) from changes in financial assumptions
Gains (–)/losses (+) from changes due to experience

–1.4

–4.8

–165.1

–48.0

8.2

–2.2

Past service cost

0.5

0.6

Contributions by plan participants

0.8

0.5

Benefits paid

–11.8

–11.3

Exchange rate differences

–1.2

8.3

Disposals from change in the group of consolidated companies

0.2

0.2

334.3

485.7

Net present value of defined benefit obligationsas at 31.12.

The weighted average maturity of defined benefit obligations was 15.7 years as at 31 December
2022 (previous year: 20.0 years).
Development of the fair value of the plan assets
The fair value of the plan assets has developed as follows:
million EUR

2022

2021

Fair value of plan assets as at 1.1.

165.1

138.6

3.1

2.1

Interest income
Return and losses on plan assets (excluding interest income)

–44.2

3.5

Employer contributions

2.6

19.3

Contributions by plan participants

0.1

0.1

Benefits paid

–5.3

–5.0

Exchange rate differences

–2.6

6.3

Disposals from change in the group of consolidated companies
Fair value of plan assets as at 31.12.

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–

0.2

118.9

165.1

notes  I

C onsolidated financial statements

207

Net pension expenses
Net pension expenses reported in the income statement for the period are as follows:
1.1.-31.12.2022

1.1.-31.12.2021

Current service cost

11.6

13.8

Interest expenses

7.0

4.8

Interest income

–3.1

–2.1

million EUR

Past service cost

0.5

0.6

Net pension expenses

15.9

17.1

The expenses incurred in connection with pensions and similar obligations are contained in thefollowing items in the consolidated income statement:
1.1.-31.12.2022

1.1.-31.12.2021

Personnel expenses

12.1

14.4

Interest expenses (+)/interest income (–)

3.9

2.7

Total

15.9

17.1

million EUR

Actuarial assumptions
The valuation date for pension provisions and plan assets is generally 31 December. The valuation date for current net pension expenses is generally 1 January. The parameters established forthe calculation of the pension provisions and the interest rate to determine interest income onplan assets to be reported in the consolidated income statement vary in accordance with theprevailing market conditions in the currency region in which the pension plan was set up.
The 2018 G mortality tables devised by Heubeck served as the demographic basis for calculating the domestic pension provisions. The following significant financial and actuarial assumptions
were also used:
percentage points

2022

2021

Discount factors

3.60

1.10

Expected rate of pension increases

2.20

1.80

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C onsolidated financial statements  I  notes

Demographic assumptions based on locally generally applicable guidance tables were used tomeasure the significant foreign pension provisions. The following financial and actuarial assumptions were also used:
2022

2021

United Kingdom

4.80

1.65

Netherlands

3.60

1.10

Mexiko9.42

8.19

United Kingdom

2.77

2.84

Netherlands

2.00

2.00

Mexiko3.50

3.50

percentage points
Discount factors for pension obligations

Expected rate of pension increases

The discount factors for the pension plans are determined annually on the basis of first-rate corporate bonds with maturities and values matching those of the pension payments. An index
based on corporate bonds with relatively short terms is used for this purpose. The resultant interest rate structure is extrapolated on the basis of the yield curves for almost risk-free bonds, taking account of an appropriate risk premium, and the discounting rate is determined in accordance with the duration of the obligation.
Remeasurements
Remeasurements from defined benefit pension plans recognised in other comprehensive income
amounted to EUR 116.8 million before tax as at 31 December 2022 for the 2022 financial year
(previous year: EUR 57.5 million) and can be broken down as follows:
million EUR

31.12.2022

31.12.2021

Actuarial gains (+)/losses (–) from
Changes in demographic assumptions

1.4

4.8

165.1

48.0

Changes from experience

–8.2

2.2

Return on plan assets (excluding interest income)

–44.2

3.5

2.6

–0.9

116.8

57.5

Changes in financial assumptions

Exchange rate differences
Remeasurements

The cumulative amount of remeasurements recognised in other comprehensive income aftertaxes totalled EUR –33.8 million as at 31 December 2022 (previous year: EUR –149.6 million).
Future contribution and pension payments
For 2023, the Group is planning to make contributions to pension plan assets amounting to
EUR 0.9 million (previous year: EUR 1.1 million). Payments for unfunded pension plans in 2023,
including employee termination costs, are anticipated in the amount of EUR 7.4 million (previous
year: EUR 6.7 million).

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C onsolidated financial statements

209

Sensitivity analyses
An increase or decrease in the significant actuarial assumptions would have the following effects
on the present value of pension provisions as at 31 December 2022:∆ Present value∆ Present value

31.12.2022

31.12.2021

Discount factor 0.8% points higher

–37.1

–67.8

Discount factor 0.8% points lower

45.2

82.7

Expected rate of pension increase 0.2% higher

6.3

11.5

Expected rate of pension increase 0.2% lower

–6.0

–11.1

Life expectancy 1 year longer

9.6

17.7

million EUR

The sensitivity calculations are based on the average maturity of pension provisions determined
as at 31 December 2022. In order to present the effects on the present value of pension provisions as at 31 December 2022 separately, the calculations for the key actuarial parameters were
performed individually. Correlations between the effects and valuation assumptions were notconsidered either. Given that sensitivity analyses are based on the average duration of the anticipated pension provisions and, as a result, the expected payout date is not considered, they only
provide approximate information and indications of trends.
Defined contribution pension plans
At Hapag-Lloyd, the expenses for defined contribution pension plans relate predominantly tothe contributions to the statutory retirement pension system. In the period from 1 January to
31 December 2022, expenses incurred in connection with defined contribution plans totalled
EUR 45.8 million (previous year: EUR 36.9 million).
Hapag-Lloyd has two defined contribution pension plans operated by multiple employers. Specifically, these plans are a healthcare plan for the USA and the Merchant Navy Officer’s Pension
Fund (MNOPF), which is registered in the United Kingdom and was set up for officers of the British Merchant Navy around the world.
As the joint plans do not provide sufficient information regarding the development of the entitlement of employees of the Group or the Group’s share in the plan assets, these plans have beenrecognised as contribution plans since then.
The two pension plans operated by multiple employers are not significant for the Hapag-Lloyd
Group in either quantitative or qualitative terms.

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C onsolidated financial statements  I  notes(23) Other provisions
Other provisions developed as follows in the financial year and previous year:

million EUR

As per
1.1.2021

Additionfrombusinesscom­bination

Utili­
sationReleaseAddition

Exchangerate
As perdifferences 31.12.2021

Risks from pendingtransactions

136.2

–

134.5

0.1

211.1

15.0

227.7

Personnel costs

131.1

1.3

84.3

8.5

166.2

8.6

214.4

Guarantee, warranty
and liability risks

93.5

10.3

16.7

3.0

27.7

8.8

120.6

Restructuring

10.1

0.2

5.0

1.6

20.9

1.4

26.0

Insurance premiums

9.4

–

3.6

3.7

15.0

0.9

18.1

Provisions for other taxes

7.1

–

1.3

0.7

4.5

0.7

10.3

Other provisions

54.9

0.1

7.2

11.0

45.5

0.5

82.9

Other provisions

442.2

12.0

252.5

28.5

490.9

35.9

699.9

As per
1.1.2022

Additionfrombusinesscom­bination

Utili­
sationmillion EUR

ReleaseAddition

Exchangerate
As perdifferences 31.12.2022

Risks from pendingtransactions

227.7

–

237.0

–

325.5

12.6

328.7

Personnel costs

214.4

0.1

158.3

7.5

194.6

7.5

250.8

Guarantee, warranty
and liability risks

120.6

–

31.8

–

51.0

7.0

146.8

Provisions for other taxes

18.1

–

7.1

1.4

9.7

1.1

20.4

Insurance premiums

10.3

–

1.0

–

7.2

0.5

17.0

Restructuring

26.0

–

11.7

4.4

–

0.8

10.6

Other provisions

82.9

2.1

5.8

2.4

193.0

1.4

271.3

Other provisions

699.9

2.3

452.7

15.8

780.8

31.0

1,045.6

The risks from pending transactions primarily relate to existing performance obligations in connection with transport orders for unfinished voyages.
Provisions for personnel costs comprise provisions for bonuses not yet paid, leave not yet taken,
severance compensation, anniversary payments and share-based payment agreements which
are part of the Executive Board’s variable remuneration. Details of the long-term incentive plans
are outlined in Note (34). Provisions for insurance premiums include outstanding premiums forgeneral and business insurance policies entered into with insurers outside the Group.

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C onsolidated financial statements

211

Provisions for guarantee, warranty and liability risks relate primarily to maintenance obligations
in connection with leased containers and to obligations to compensate for uninsured damage
to cargo. Other assets were capitalised for associated, virtually secure recourse claims against
insurance agencies with an amount of EUR 53.9 million.
Miscellaneous provisions comprise items that cannot be allocated to any of the items alreadymentioned and include in particular provisions for country-specific risks.
The maturities of the other provisions are as follows:

million EUR

Total

31.12.2022

31.12.2021

Remaining terms

Remaining terms

up to
1 year

1-5
years

more
than
5 years

Total

up to
1 year

1-5
years

more
than
5 years

Risks from pendingtransactions

328.7

327.8

0.9

–

227.7

226.7

1.0

–

Personnel costs

250.8

221.1

20.0

9.7

214.4

184.5

18.6

11.3

Guarantee, warranty
and liability risks

146.8

102.9

42.7

1.3

120.6

64.5

53.2

2.9

Provisions for other taxes

20.4

20.4

–

–

18.1

18.1

–

–

Insurance premiums

17.0

17.0

–

–

10.3

10.3

–

–

Restructuring

10.6

10.6

–

–

26.0

26.0

–

–

Other Provisions

271.3

264.9

4.3

2.1

82.9

68.6

7.3

6.9

Other Provisions

1,045.6

964.6

67.9

13.1

699.9

598.6

80.1

21.1

(24) Financial debt and lease liabilities
31.12.2022

31.12.2021

Remaining terms

Remaining terms

1-5
years

more
than
5 years

1-5
years

more
than
5 years933.4

million EUR

Total

up to
1 year

Total

up to
1 yearFinancial debt

2,776.7457.3

1,657.4

662.0

3,074.1

502.0

1,638.7

1,604.5

302.1

1,202.1

100.3

1,902.5

402.0

1,249.4

251.1

300.9

1.5

–0.5

300.0

300.8

1.5

–0.5

299.8

Liabilities to banks 1
Bonds

871.3

153.6

455.8

261.8

870.7

98.5

389.8

382.5

Lease liabilities

Other financial debt

2,660.1

934.7

1,430.4

295.0

2,423.1

856.7

1,458.3

108.1

Total

5,436.8

1,392.0

3,087.8

957.0

5,497.2

1,358.6

3,097.0

1,041.5

1This includes liabilities which result from sale and leaseback transactions that are accounted for as loan financing in accordancewith IFRS 16 in conjunction with IFRS 15, insofar as the liabilities are to banks or special purpose entities, which are establishedand financed by banks.

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212

C onsolidated financial statements  I  notes

Financial debt by currency exposure
31.12.2022

31.12.2021

Denoted in USD (excl. transaction costs)

4,949.3

5,055.6

Denoted in EUR (excl. transaction costs)

410.9

402.1

Denoted in other currencies (excl. transaction costs)

92.9

67.0

million EUR

Interest liabilities

12.3

11.2

Transaction costs

–28.6

–38.7

5,436.8

5,497.2

Total

Financial debt includes liabilities to banks, bonds and other financial debt. Leasing liabilities
include liabilities in the form of leases.
Liabilities to banks and other financial debt
Liabilities to banks and other financial debt primarily comprise loans and sale and leaseback
agreements that are accounted for as loans to finance the fleet of vessels and containers.
Significant elements of the liabilities to banks are collateralised with vessel mortgages. Additional
collateral includes mortgages associated with the Balindamm premises.
Within the scope of its order for the manufacturing and delivery of six large container ships, eachwith a size of 23,660 TEU and which are expected to be delivered between June 2023 and February 2024, in December 2020 Hapag-Lloyd signed a USD 472.3 million (EUR 384.7 million) loan
commitment in the form of a so-called “Chinese lease” (sale and leaseback lease transaction),in order to finance three large container ships. The loan commitment covers the prepayments
under the build agreement up until delivery of the container vessels. In the third and fourth quarters of 2022, the second tranche of the construction period loan totalling EUR 49.5 million was
drawn for these three vessels. The liability is included under “other financial debt”, since this liability is to a special purpose entity set up and financed by a leasing company without any direct
involvement on the part of any banks.
Overall, such sale and leaseback transactions of this kind resulted in liabilities to banks totalling
EUR 1,068.9 million as at the reporting date (previous year: EUR 1,273.4 million) and other financial debt totalling EUR 861.6 million (previous year: EUR 860.7 million).

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notes  I

C onsolidated financial statements

213

Bonds
During the previous year, Hapag-Lloyd issued a sustainability-linked euro bond with a total volume of EUR 300.0 million. The bond has a maturity of seven years and a coupon of 2.5%, which
will increase by 0.25% from 15 October 2025 if the sustainability performance targets are notmet. The proceeds of the issue were used for the early redemption of Hapag-Lloyd’s existing
5.125% euro bond, which had an original maturity in 2024.
Lease liabilities
Details of lease liabilities within the Hapag-Lloyd Group are given in Note (32) Leases.
Credit facilities
The Hapag-Lloyd Group had total unused credit lines of EUR 679.2 million as at 31 December
2022 (31 December 2021: EUR 516.9 million).

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C onsolidated financial statements  I  notes

Reconciliation of the changes in debt with the cash flow from financing activities
Liabilities (+)/assets(–) from derivative
financial instruments
in hedge accounting

Financial debt

Bonds

Other
finacial
liabilities

Lease
liabilities

Forwardexchange
contracts

Interest
rate
swaps

Total

2,533.5

306.0

896.4

1,400.3

–4.7

35.4

5,166.9

Payments received fromraising financial debt

177.1

296.0

24.7

–

–

–

497.7

Payments made forredemption of financial
debt

million EUR

Liabilities
to banks

As at 1 January 2021
Changes of liabilities
from financing cashflows

–990.3–298.0–123.3––––1,411.6

Payments made forredemption of leaseliabilities

–

–

–

–678.5–––678.5

Payments received (+)/
made (–) from hedges
for finacial debt

–

–

–

–

–8.2

–21.2

–29.4

Payments madefor interest and fees

–94.6

–22.9

–37.0

–70.3

–

–

–224.8

Total cash-effective
changes of liabilities
from financing cashflows

–907.8–24.9–135.7–748.8

–8.2

–21.2

–1,846.6

Changes arising fromobtaining or losing
control of subsidiaries
or other business

–

–

–

128.6

–

–

128.6

173.4

2.3

71.3

152.8

0.5

1.4

401.7

–

–

–

–

28.4

–14.3

14.1

103.4

17.5

38.6

1,490.2––

1,649.7

1,902.5

300.8

870.7

2,423.1

16.0

1.3

5,514.4

Effect of changes
in exchange rates
Changes in fair value
Other changes 1
As at 31 December 2021
1

H apag - L lo y d A GI

The other changes to lease liability can be attributed primarily to current income from IFRS 16 amounting to EUR 1,453.2 million as
well as changes in the group of consolidated companies.

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notes  I

C onsolidated financial statements

Liabilities (+)/assets(–) from derivative
financial instruments
in hedge accounting

Financial debt

Bonds

Other
finacial
liabilities

Lease
liabilities

Fowardexchange
contracts

Interest
rate
swaps

Total

1,902.5

300.8

870.7

2,423.1

16.0

1.3

5,514.4

Payments received fromraising financial debt

0.1

–

46.7

–

–

–

46.8

Payments made forredemption of financial
debt

million EUR

Liabilities
to banks

As at 1 January 2022

215

Changes of liabilities
from financing cashflows

–427.0––103.4––––530.4

Payments made forredemption of leaseliabilities

–

–

–

–1,055.3–––1,055.3

Payments received (+)/
made (–) from hedges
for finacial debt

–

–

–

–

–279.3–0.7–280.0

Payments madefor interest and fees

–72.4

–7.3

–40.6

–89.0

–

–

–209.3

Total cash-effective
changes of liabilities
from financing cashflows

–499.3

–7.3

–97.3

–1,144.3–279.3–0.7–2,028.2

Effect of changes
in exchange rates

115.6

0.1

60.5

140.1

0.7

0.6

317.6

–

–

–

–

297.5

–41.5

256.0

Changes in fair value
Other changes 1
As at 31 December 2022
1

85.8

7.3

37.4

1,241.2––

1,371.7

1,604.6

300.9

871.3

2,660.1

34.9

–40.3

5,431.5

The other changes to lease liability can be attributed primarily to current income from IFRS 16 amounting to EUR 1,188.4 million.

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216

C onsolidated financial statements  I  notes(25) Trade payables and other financial liabilities
31.12.2022

31.12.2021

Remaining terms

Remaining terms

1-5
years

more
than
5 years

Total

Total

up to
1 yearTrade accounts payable

2,615.7

2,615.7––

2,323.9

2,323.9––

Other financial liabilities

177.2

177.2

–

–

138.6

136.6

1.9

0.2

Other liabilities to
employees

3.2

3.2

–

–

2.9

2.7

–

0.2

Liabilities from offsetting
or overpayment

43.7

43.7

–

–

33.9

33.9

–

–

–

–

–

–

1.8

–

1.8

–

million EUR

Put option

1-5
years

more
than
5 years

up to
1 yearSundry financial liabilities

130.2

130.2

–

–

99.9

99.9

–

–

Total financial liabilities

2,792.9

2,792.9––

2,462.5

2,460.4

1.9

0.2(26) Contract and other non-financial liabilities

1-5
years

more
than
5 years

1-5
years

more
than
5 years

million EUR

Total

Total

up to
1 yearContract liabilities

952.9

952.9

–

–

1,445.8

1,445.8––

Other non-financial
liabilities

81.4

81.2

0.2

–

35.8

34.5

1.1

0.1

Other liabilities as partof social security

25.6

25.6

–

–

16.9

15.7

1.1

0.1

Other liabilities fromother taxes

54.9

54.9

–

–

16.8

16.8

–

–

Prepaid income

0.9

0.7

0.2

–

1.8

1.8

–

–

–

–

–

–

0.2

0.2

–

–

1,034.3

1,034.1

0.2–

1,481.5

1,480.3

1.1

0.1

Total non-financial
liabilities

I

31.12.2021
Remaining terms

up to
1 yearSundry non-financial
liabilities

H apag - L lo y d A G

31.12.2022
Remaining terms

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notes  I

C onsolidated financial statements

217(27) Derivate financial instruments
31.12.2022

31.12.2021

million EUR

Total

Remainingterm morethan 1 year

Liabilities from derivative financial instruments

37.0

–

27.1

25.9

thereof derivatives in hedge accounting 1

37.0

–

27.1

25.9

1

Total

Remainingterm morethan 1 year

The market values of the non-designated forward components, the changes of which are recognised in the reservefor cost of hedging, are also recognised.

Liabilities from derivative financial instruments are solely the result of currency forward contracts.
A detailed description of the derivative financial instruments follows within the explanation of thefinancial instruments (Note (28)).
(28) Financial instruments
Financial risks and risk management
Risk management principles
The Hapag-Lloyd Group’s global business activity exposes it to market risks. The market risks
include, in particular, currency risk, fuel price risk and interest rate risk. The objective of financial
risk management is to reduce market risks. For this purpose, selected derivative financial instruments are deployed at Hapag-Lloyd AG; these are used solely as an economic hedging measureand not for trading or other speculative purposes.
In addition to market risks, the Hapag-Lloyd Group is subject to liquidity risks and default risks,
which reflect the risk of the Group itself, or one of its contractual partners, being unable to meetits contractually agreed payment obligations.
The basic features of financial risk management have been established and described in a financial management guideline approved by the Executive Board. The guideline stipulates areas of
responsibility, describes the framework for action and the reporting function, and establishes thestrict separation of trading and handling with binding force.
The derivative financial instruments used to limit market risks are acquired only through financial
institutions with first-rate creditworthiness. The hedging strategy is approved by the Executive
Board of Hapag-Lloyd AG. Implementation, reporting and ongoing financial risk management are
the responsibility of the Treasury department. The derivative financial instruments employed toreduce market risks are consistent with the payment dates and the relevant risks (“Underlying”)
of the hedged items. Accordingly, the financial instruments designated as cash flow hedges
serve to hedge the cash flows, and, as a result, increase financial security. Accounting for thehedging relationships leads to a reduction in the volatility reported in the consolidated income
statement, as the effect of the hedged item on profit or loss is matched by the corresponding
opposite change in the fair value of the hedging instrument in the same reporting periods in thesame line items of the income statement.

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C onsolidated financial statements  I  notes

Market risk
Market risk is defined as the risk that the fair values or future cash flows of a primary or derivative
financial instrument fluctuate as a result of underlying risk factors.
The causes of the existing market price risks to which the Hapag-Lloyd Group is exposed lie particularly in the significant cash flows in foreign currencies at the level of Hapag-Lloyd AG, fuelconsumption and interest rate risks that result from external financing.
In order to portray the market risks, IFRS 7 demands sensitivity analyses that show the effects ofhypothetical changes in relevant risk variables on profit or loss for the period and equity. The
hypothetical changes in these risk variables relate to the respective portfolio of primary andderivative financial instruments on the reporting date.
The analyses of the risk reduction activities outlined below and the amounts determined using
sensitivity analyses constitute hypothetical and therefore risky and uncertain information. Due tounforeseeable developments on the global financial markets, actual events may deviate substantially from the information provided.
Currency risk
Currency risks are hedged as far as they exert a significant influence on the Hapag-Lloyd Group’s
cash flow. The objective of currency hedging is the fixing of cash flows based on hedging rates inorder to protect against future disadvantageous fluctuations of the currency exchange rate.
The Hapag-Lloyd Group’s functional currency is the US dollar. Currency risks mainly result fromincoming or outgoing payments in currencies other than the US dollar and from financial debt
taken on in euros. Apart from the euro, the Chinese renminbi (CNY), British pound (GBP) andPakistani rupee (PKR) are also significant currencies for the Group.
If necessary, currency hedges are conducted, while taking account of internal guidelines. The
Group hedges a portion of its operating cost exposure denominated in Canadian Dollars, using
currency forward contracts on a 13-week basis with the aim of limiting currency risks. The hedging quota for costs denominated in CAD is up to 80%.
The repayment of euro-denominated financial debt is hedged up to as much as 100%. The risks
are hedged by making use of derivative financial instruments in the form of currency forward contracts and instruments that have a natural hedging effect (e.g. euro money market investments).
Forward contracts used to hedge euro-denominated debt have a term to maturity of less than
one year.
In addition, pension obligations denominated in euros are hedged in full. Currency forward contracts and euro-denominated money market deposits are also used for hedging purposes in thesame way as euro-denominated financial debt.
Hapag-Lloyd only designates the spot price element of the currency forward contracts. Thechange in the fixed-term components is recognised within equity in the reserve for cost ofhedging.

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An economic relationship must exist between the hedging instrument and the hedged item. This
relationship is always present when the derivative compensates for the changes in the cash flowsof the hedged item as a result of a change in a common risk factor, and not when it simply
results from a purely statistical correlation.
Ineffectiveness in hedging relationships can arise in particular for the following reasons:• Discrepancies in timing between the hedged item and the hedging instrument.
• Designation of currency forward contracts which already have a market value (off-market
derivatives).
The following sensitivity analysis contains the Hapag-Lloyd Group’s currency risks in relation toprimary and derivative financial instruments. It reflects the risk that arises in the event that the
US dollar as the functional currency appreciates or depreciates by 10% against the major Groupcurrencies (EUR, GBP, CNY) at the reporting date. The analysis is depicted on the basis of aposted foreign currency exposure of USD –155.8 million.
31.12.2022

million USD

Effect on earnings

31.12.2021

Reserve forcost of hedging(equity) Effect on earnings

Reserve forcost of hedging(equity)

USD/EUR
+10%

22.2

–0.3

42.8

0.2

-10%

–22.2

0.3

–42.8

–0.2

+10%

6.1

–

7.0

–

-10%

–6.1

–

–7.0

–

+10%

–5.4

–

–6.5

–

-10%

5.4

–

6.5

–

USD/GBPUSD/CNY

Risks at the level of Hapag-Lloyd AG’s consolidated financial statements arise from the translation of the US dollar consolidated financial statements into the reporting currency, the euro
(translation risk). This risk has no impact on the Group’s cash flow; instead, it is reflected in equity
and is not currently hedged.

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C onsolidated financial statements  I  notes

Fuel price risk
As a result of its operating activities, the Hapag-Lloyd Group is exposed to a market price risk forthe procurement of bunker fuel.
Derivative financial instruments in the form of commodity options and swaps were previously
used to hedge against price fluctuations. The last of these instruments expired at the end of
2021. This means that, as in the previous year, none of these instruments were still in existence
as at the balance sheet date.
The company’s increased capacity for risk and the Marine Fuel Recovery (MFR) included in
freight contracts led to a change in risk management strategy in 2021. Since that date,
Hapag-Lloyd no longer concludes agreements on derivative financial instruments as a meansof hedging against fuel prices. Hedging against forecast bunker requirements might resume in
the future depending on the company’s capacity for risk.
Interest rate risk
The Hapag-Lloyd Group is exposed to interest rate risks affecting cash flow, particularly fromfinancial debt based on variable interest rates. In order to minimise the interest rate risk, theGroup strives to achieve a balanced combination of assets and liabilities with variable and fixedinterest rates. Interest rate swaps are also used to hedge against the interest rate risk. In addition, non-cash interest rate risks relating to the measurement of separately recognised embedded derivatives exist in the form of early buy-back options for issued bonds. Effects from themarket valuation of these financial instruments are also reflected in the interest result. In orderto reduce interest rate risk, Hapag-Lloyd designates interest swaps as hedges of the variable element of interest rate payments of hedged items. Some interest swaps hedge a portion of thenominal volume only. In this way, certain hedged items are not designated in full, but only certain
risk components are hedged.
The variations in the cash flows of the hedging transactions are primarily affected by changes inthe variable interest rate.
An economic relationship must exist between the hedging instrument and the hedged item. This
relationship is always present when the derivative compensates for the changes in the cash flowsof the hedged item as a result of a change in a common risk factor, and not when it simply
results from a purely statistical correlation. As a rule, the nominal volume, benchmark interest
rate and interest rate fixing dates of the hedged items and the hedging instrument are matched.
Ineffectiveness in hedging relationships can arise in particular for the following reasons:• Differences in the timing of payments between the hedged item and the hedging instrument.
• Designation of interest rate swaps which already have a market value (off-market derivatives).

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221

In order to present the interest rate risks pursuant to IFRS 7, a sensitivity analysis was performed
and used to determine the effects of hypothetical changes in market interest rates on interest
income and expenses. The market interest rate as at 31 December 2022 was increased or
decreased by +/-100 basis points. Taking into account the low interest rate level, hypothetical,
negative changes in interest rates were only made up to a maximum of 0. The determined effecton earnings relates to financial debt with a variable interest rate amounting to EUR 1,173.8 million
that existed at the reporting date (previous year: EUR 1,321.0 million), the fair value of interest rate
swaps of EUR 40.3 million (previous year: EUR –1.3 million) and the market value of embedded
derivatives totalling EUR 0.4 million (previous year: EUR 3.2 million). It is assumed that this exposure also constitutes a representative figure for the next financial year.
million EUR
Change in variable interest rate
Reserve for cash flow hedges
Earnings before taxes

31.12.2022+100
base points

31.12.2021-100
base points+100base points-100base points

9.0

–9.2

15.7

–16.2

–12.3

12.0

–13.0

7.0

In most cases, as part of the IBOR reform, the previous reference interest rates (the interbank
offered rates – IBOR) were replaced by alternative risk-free interest rates by the end of 2021. This
deadline has been extended until 30 June 2023 for the USD LIBOR maturities of relevance for
Hapag-Lloyd (3M, 6M, 12M etc.). As at 31 December 2022, the Hapag-Lloyd Group held variable-interest loans and cash flow hedges for interest rate risks. These loans are affected by the
IBOR reform. To ensure that hedging relationships can still be recognised in financial statements,
Hapag-Lloyd adopted the resulting amendments to IFRS 9, IAS 39 and IFRS 7 from 1 January
2020. In the Hapag-Lloyd Group, only the hedging relationships for interest rate risks are directly
affected by these amendments. The reference interest rate that the hedged variable cash flows
are based on is the USD LIBOR, which is set to be replaced by the Secured Overnight Financing
Rate (SOFR). To date, none of the variable loans and hedging instruments have been switched to
the new reference interest rate. As at 31 December 2022, the nominal volume of the variablefinancing was USD 1,253.0 million. The nominal volume of the financial instruments in a hedging
relationship for hedging interest rate risks was USD 709.2 million.
The Hapag-Lloyd Group is currently examining the effects of the alternative reference interest
rates on existing IBOR-based agreements and preparing relevant IT systems so that they can
reproduce the financing agreements and hedging instruments based on the new reference interest rates. Although there is some market uncertainty as to when and how the change to thebenchmark interest rate will take place in relation to contracts for variable financing and hedging
instruments, Hapag-Lloyd assumes that the contractual amendments for the hedged item andthe designated hedging instrument will take place at the same time, thus ensuring that there are
no inconsistencies between the hedged item and the hedging instrument. This would prevent
any ineffectiveness from arising from existing hedging relationships. With regard to further developments relating to alternative reference interest rates, Hapag-Lloyd is in regular contact with its
international bank partners.

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C onsolidated financial statements  I  notes

Credit risk
In addition to the market risks described above, the Hapag-Lloyd Group is exposed to credit
risks. Credit risk constitutes the risk that a contract partner will be unable to meet its contractual
payment obligations. It refers to both the Hapag-Lloyd Group’s operating activities and the counterparty risk vis-à-vis external banks.
Generally, a risk of this kind is minimised by the creditworthiness requirements which the respective contracting partners are required to fulfil. With regard to its operating activities, the Group
has an established credit and receivables management system at area, regional and head officelevel which is based on internal guidelines. Payment periods for customers are determined andcontinuously monitored within the framework of a credit check. This process takes account ofboth internal data based on empirical values and external information on the respective customer’s
creditworthiness and rating. In addition, collective factors such as country risks are taken into
account. There are also credit insurance arrangements and bank guarantees in place at thereporting date which provide protection against credit risk.
The Hapag-Lloyd Group is not exposed to major default risk from an individual counterparty. The
concentration of the default risk is limited due to the broad and heterogeneous customer base.
Analyses of the maturity structure of trade accounts receivable and other assets and informationon the impairment allowances recorded against these financial assets are provided in Note (13)and in the description of accounting and measurement methods for primary financial
instruments.
The portfolio of primary financial assets is reported in the statement of financial position. The carrying amounts of the financial assets correspond to the maximum default risk.
With regard to derivative financial instruments, all the counterparties must have a credit rating or,alternatively, a corresponding internal credit assessment determined according to clear specifications. The maximum risk corresponds to the sum total of the positive market values as at thereporting date, as this is the extent of the loss that would have to be borne.
For the derivative financial instruments with positive market values totalling EUR 42.4 million (previous year: EUR 9.6 million) and negative market values totalling EUR –37.0 million (previous year:
EUR –27.1 million), there is the potential to offset financial assets and financial liabilities in theamount of EUR –10.0 million (previous year: EUR –3.2 million), taking into account the German
Master Agreement for Financial Derivatives and the ISDA Framework Agreement. The market values of embedded derivatives linked to the buy-back option of issued bonds totalling EUR 0.4 million (previous year: EUR 3.2 million) were not taken into account here.
Liquidity risk
Generally, liquidity risk constitutes the risk that a company will be unable to meet its obligations
resulting from financial liabilities. Permanent solvency is ensured and refinancing costs are continuously optimised as part of central financial management.

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223

To ensure solvency at all times, the liquidity requirements are determined by means of multi-year
financial planning and a monthly rolling liquidity forecast and are managed centrally. Liquidity
needs were covered by liquid funds and confirmed lines of credit at all times over the past financial year.
The bonds issued entail certain limitations with regard to possible payments to the shareholders
and subordinated creditors. In addition, there are termination clauses which are customary in themarket relating to much of the financial debt in the event that more than 50% of the Company’s
shares are acquired by a third party.
Further explanatory notes regarding the management of liquidity risks are included in the risk andopportunity report of the combined management report.
Current undiscounted contractually fixed cash flows from both primary financial liabilities (interest
and redemption) and derivative financial instruments are as follows:
Cash flows of financial instruments (31.12.2021)
Cash inflows and outflows
million EUR

2022

2023

2024-2026

from 2027

Total–452.2–328.5–1,079.3–271.9–2,132.0

Primary financial liabilities
Liabilities to banks
Bonds

–7.5

–7.5

–22.5

–311.3–348.8–914.0–794.8–748.4–116.3–2,573.4

Other financial liabilities–130.0–191.3–301.9–424.5–1,047.7

Trade accounts payable–2,323.9––––2,323.9

Other financial liabilities–136.6–––0.2–136.7

–

–

–2.8

–

–2.8

–3,964.1–1,322.0–2,154.9–1,124.2–8,565.2

–9.0

–18.5

–

–

–27.5

Lease liabilities

Liabilities from put options
Total primary financial liabilities
Total derivative financial liabilities

Cash flows of financial instruments (31.12.2022)
Cash inflows and outflows
2023

2024

2025-2027

from 2028

Total–370.6–357.4–987.8–105.1–1,820.8

–7.5

–7.5

–22.5

–303.8–341.3–1,019.0–770.3–789.4–326.8–2,905.5

Other financial liabilities–269.1–122.8–385.1–301.4–1,078.3

Trade accounts payable–2,615.7––––2,615.7

Other financial liabilities–177.2––––177.2

Total primary financial liabilities–4,459.1–1,257.9–2,184.7–1,037.0–8,938.7

Total derivative financial liabilities

–37.5

–

–

–

–37.5

million EUR
Primary financial liabilities
Liabilities to banks
Bonds
Lease liabilities

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C onsolidated financial statements  I  notes

In principle, it is not expected that the cash outflows in the maturity analysis will occur at points
in time that differ significantly or in amounts that differ significantly.
All financial instruments for which payments had already been contractually agreed as at thereporting date of 31 December 2022 were included. Amounts in foreign currencies were translated at the spot rate as at the reporting date. In order to ascertain the variable interest payments
arising from the financial instruments, the interest rates fixed on the reporting date were used forthe following periods as well.
Cash outflows from derivative financial instruments include the undiscounted market values of
the currency forward contracts used as at the balance sheet date.
Derivative financial instruments and hedging relationships
Derivative financial instruments are generally used to hedge existing or planned hedged items
and serve to reduce foreign currency risks, fuel price risks and interest rate risks, which occur
in day-to-day business activities and in the context of investment and financial transactions.
Currency risks are currently hedged by means of currency forward contracts. Interest rate
swaps are used to hedge interest rate risks.
Derivative financial instruments are recorded as current or non-current financial assets or
liabilities according to their remaining terms.
The positive and/or negative fair values of derivative financial instruments are shown as follows:
31.12.2022

31.12.2021

Positivemarket values

Negativemarket values

Positivemarket values

Negativemarket values

Currency forward contracts

2.1

–37.0

0.3

–16.5

Interest rate swaps

40.3

–

9.3

–10.6

42.4

–37.0

9.6

–27.1

0.4

–

3.2

–

million EUR
Hedging instruments acc. to IFRS 9(Hedge accounting)Hedges 1
Derivative financial instruments (FVTPL)
Embedded derivatives
Other derivative financial
instruments

0.4

–

3.2

–

Total

42.8

–37.0

12.7

–27.1

1

The market values of the non-designated forward components, the changes of which are recognised in the reserve for cost ofhedging, are also included.

The fair value determined for the derivative financial instruments is the price at which a contracting
party would assume the rights and/or obligations of the other contracting party.

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225

Currency forward contracts are measured on the basis of their market-traded forward price asat the reporting date. The fair value of the interest rate swaps is calculated as the present valueof the anticipated future cash flows.The estimates of future cash flows from variable interest payments are based on quoted swap rates and interbank interest rates. The estimate of the fair value
is adjusted by the credit risk of the Group and the counterparty.
An analysis of the host contracts conducted on the bonds issued by Hapag-Lloyd resulted in theidentification of embedded derivatives in the form of early buy-back options. These are presented
at their fair values as separate derivatives independently of the underlying contract. The market
value of the embedded derivatives is calculated using the Hull-White model in combination witha trinomial decision tree based on current market values.
Hedging relationships in accordance with IFRS 9 in the reporting period wholly consist of cash
flow hedges.
The following table shows the nominal values and the average prices or spot rates of the hedging
instruments by risk category:
31.12.2022

31.12.2021

Remaining terms

Remaining terms

up to
1 yearmore
than
1 year

Total

up to
1 yearmore
than
1 year

Total
406.4

Currency risk
Hedged nominal in million EUR

325.9

–

325.9

106.4

300.0

Hedged nominal in million CAD

52.5

–

52.5

52.5

–

52.5

Average hedged rate USD/EUR

1.19

–

1.19

1.14

1.21

1.19

Average hedged rate USD/CAD

0.74

–

0.74

0.79

–

0.79

270.32

438.8

709.2

–

834.0

834.0

–

0.51%

1.43%

–

1.52%

1.52%

Interest rate risk
Hedged nominal in million USD
Average fixed interest rate

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C onsolidated financial statements  I  notes

The hedging instruments designated for use in hedging relationships have the following effect on
the consolidated statement of financial position:
31.12.2021

Hedge ofcash flows

NominalamountCarrying
amountasset
in million
EUR 1

Carryig
amountliability
in million
EUR 1

Line item inthe statementof financial
position

Change in fair value
used as measurmentof the ineffectivenessin the reporting period
in million EUR

16.2

Derivative
financial
instruments

–14.1

0.4

Derivative
financial
instruments

–0.3

10.6

Derivative
financial
instruments–1.3

Carryig
amountliability
in million
EUR 1

Line item inthe statementof financial
position

Change in fair value
used as measurementof the ineffectvenessin the reporting period
in million EUR

36.9

Derivative
financial
instruments

–30.0

0.2

Derivative
financial
instruments

–0.1

–

Derivative
financial
instruments

40.3

Currency risk
Currency forward
contracts(USD/EUR)
Currency forward
contracts(USD/CAD)

EUR 406.4 million

CAD 52.5 million

0.2

0.1

Interest rate risk

Interest rate swaps

USD 834.0 million

9.3

NominalamountCarrying
amountasset
in million
EUR 1

31.12.2022

Hedge ofcash flows
Currency risk
Currency forward
contracts(USD/EUR)
Currency forward
contracts(USD/CAD)

EUR 325.9 million

CAD 52.5 million

2.0

0.1

Interest rate risk

Interest rate swaps
1

H apag - L lo y d A GI

USD 709.2 million

40.3

The market values of the non-designated forward components, the changes of which are recognised in the reserve for costof hedging, are also recognised.

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227

The hedged items designated to hedging relationships have the following effect on the consolidated statement of financial position:
31.12.2021
Change in value used
as measurement of
the ineffectivenessHedge of cash flows
million EUR

Reserve forcash flow hedges

Currency risk
Repayment of financial debt in EUR

14.3

–

Repayment of pension obligations in EUR

–0.2

–

Operational costs in CAD

0.3

–

1.3

–0.1

Interest rate risk
Interest payments of variable rate loans

31.12.2022
Change in value used
as measurement of
the ineffectivenessHedge of cash flows
million EUR

Reserve forcash flow hedges

Currency risk
Repayment of financial debt in EUR

30.0

–

Operational costs in CAD

0.1

–0.1

–40.3

39.1

Interest rate risk
Interest payments of variable rate loans

The hedging relationships described above have the following effect on the Group’s income
statement or other comprehensive income:31.12.2021

Line item in
the income
statement

Amountreclassified
from the othercomprehensive
income into
profit or loss

Line item in
the income
statement

–

–

26.1

Other financial
items

–

–

–0.2

Other financial
items

Transport
expenses/other–0.1 operating result

Hedging gains
or lossesr­ ecognised inother comprehensive income

Ineffectivenessrecognised in
the income
statement

Repayment of financial
debt in EUR–26.1

Repayment of pension
obligations in EUR

0.2

Hedge ofcash flows
million EUR
Currency risk

Operational costs
in CAD

–0.1

–

–

8.7

–

–

–

–

12.0

–

–

10.0

Interest
expenses

Fuel price risk
Bunker purchases
Interest rate risk
Interest payments ofvariable rate loans

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C onsolidated financial statements  I  notes

31.12.2022

Line item in
the income
statement

Amountreclassified
from the othercomprehensive
income into
profit or loss

Line item in
the income
statement

–

–

20.1

Other financial
items

–

–

–0.1

Other financial
items

Hedging gains
or lossesr­ ecognised inother comprehensive income

Ineffectivenessrecognised in
the income
statement

Repayment of financial
debt in EUR–20.1

Repayment of pension
obligations in EUR

0.1

Hedge ofcash flows
million EUR
Currency risk

Operational costs
in CAD

–2.5

–

–

2.4

Transport
expenses/otheroperatingresult

41.5

–

–

–1.8

Interest
expenses

Interest rate risk
Interest payments ofvariable rate loans

The following table shows a reconciliation of the equity reserves which result from accounting forhedging relationships:
2022
Cash flow hedges
million EUR

Reserve for cash
flow hedges

Reserve for costof hedging

Balance at 1.1.

–0.1

0.6

–12.4

–1.9

19.0

–2.9

–5.2

–2.8

Currency risk 1

–22.5

–2.9

–25.9

–2.6

Fuel price risk 2

–

–

8.7

–0.2

Interest rate risk

41.5

–

12.0

–

20.6

3.8

35.8

3.2

Currency risk 1

22.4

3.8

25.7

3.2

Interest rate risk

–1.8

–

10.0

–

–

–

–17.8

2.1

–

–

–17.8

2.1

–0.5

–

–0.5

–

–

–

0.3

–0.1

Gains and losses from hedging
instruments and cost of hedging
transferred to the inventory
Fuel price risk 2
Currency translation differences:
Fuel price risk 2
Interest rate risk

–0.5

–

–0.8

–

Balance at 31.12.

39.0

1.5

–0.1

0.6

1

2

I

Reserve for costof hedging

Change in fair value:

Reclassification into profit or loss:

H apag - L lo y d A G

Reserve for cash
flow hedges

2021

The currency risk shown in the reserve for cost of hedging includes only amounts in connection with forward components
in currency forward contracts which are used to hedge against primarily time-period related hedged items.
The fuel price risks shown in the reserve for cost of hedging includes only amounts in connection with the time valuesof commodity options to hedge against transaction related hedged items.

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229

Financial instruments – additional disclosures, carrying amounts and fair values
The fair value of a financial instrument is the price that would be received for an asset or thatwould be paid for the transfer of a liability on the relevant day in the course of a normal trans­
action between market participants.
Where financial instruments are quoted in an active market, as with bond issues in particular,
the fair value of the financial instrument corresponds to the respective market price on thereporting date.
The carrying amounts of trade accounts receivable, trade accounts payable and significant portions of other financial assets and other financial liabilities are a suitable approximation of the fairvalues, as are the carrying amounts for the amounts of cash and cash equivalents measured atamortised costs.
The securities in the “fair value through profit or loss” category which are included in other assets
are measured at their quoted market price. The financial instruments in the “fair value throughprofit or loss” category also contain investments not listed on a stock exchange for which there
are no market prices listed on an active market. As there is insufficient information available todetermine the fair values of these investments, they are measured at cost of acquisition as thebest possible estimate of their fair values. A disposal of the investments is not planned atpresent.
The cash and cash equivalents include money market funds recognised in profit and loss at theirfair values. A portion of these money market funds are measured on the basis of their quoted
market prices. There are no quoted underlying prices for the remainder of the money market
funds in respect of which dividend payments are made on an ongoing basis. For these funds,
the fair value is taken from the amount invested in each individual case, plus the clearly defined
dividend payments, which are themselves measured with the help of a dividend factor publisheddaily on the market.
For liabilities to banks and other non-current financial liabilities, the fair value is determined as thenet present value of the future cash flows taking account of yield curves and the relevant credit
spreads. Traded bonds are measured at the market price as at the reporting date.

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C onsolidated financial statements  I  notes

Carrying amounts, assessed values and fair values by class and valuation category as at 31.12.2021
Carrying
amount31.12.2021

million EUR

Classification
category
according to
IFRS 9Total

Amount recognised in the balance sheet
under IFRS 9
Fair value
Amortised with no effectacquisition
on profit or
cost
loss

AmountFair value recognised inthrough the balance
profit and sheet underloss
IFRS 16

Fair valueof financial
instruments

AssetsOther financial assets 4

AC

245.1

245.1

–

–

–

n/a3

0.5

–

–

–

–

245.1
–

FVTPL

7.6

–

–

7.6

–

7.6

FVTPL

3.2

–

–

3.2

–

3.2

Derivative financial instruments
Derivatives (FVTPL)
Hedges (Hedge accounting)1

n/a3

9.6

–

9.6

–

–

9.6

Trade accounts receivableAC2,999.2

2,999.2–––

2,999.2

Cash and cash equivalents

AC

7,723.4

7,723.4–––

7,723.4

Liabilities
Financial debt

FLAC

3,073.7

3,073.7–––

3,132.9

FVTPL

0.3

–

–

0.3

–

0.3

Lease liabilities

n/a3

2,423.1–––

2,423.1–

Other financial liabilities 4

FLAC

136.7

136.7

–

–

–

136.7

Liabilities from put options 2

FLAC

1.8

1.8

–

–

–

2.1

Derivative financial liabilities
Hedges (Hedge accounting)1
Trade accounts payable

n/a3

27.1

–

27.1

–

–

27.1

FLAC

2,323.9

2,323.9–––

2,323.9

10,967.8

10,967.8

–

–

–

–

11.1

–

–

11.1

–

–

5,536.2

5,536.2

–

–

–

–

Thereof aggregated according
to IFRS 9 classification category
Financial Assets measured
at Amortised Cost (AC)Financial Assets and Liabilities
measured at Fair Value throughProfit and Loss (FVTPL)
Financial Assets measured
at Amortised Cost (AC)1
2
3
4

The market values of the non-designated forward components, the changes of which are recognised in the reserve for cost of hedging, are also included.
Part of other liabilities
n/a means that there is no measurement category under IFRS 9 and/or that the financial instrument concerned falls outside the scope of IFRS 9.
From the 2022 financial year onwards, the balance sheet items for other financial assets and liabilities have been shown separately from the balance sheet items
for other non-financial assets and liabilities. The previous year’s values have been adjusted accordingly.

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231

C onsolidated financial statements

Carrying amounts, assessed values and fair values by class and valuation category as at 31.12.2022
Carrying
amount31.12.2022

million EUR

Classification
category
according to
IFRS 9Total

Amount recognised in the balance sheet
under IFRS 9
Fair value
Amortised with no effectacquisition
on profit or
cost
loss

AmountFair value recognised inthrough the balance
profit and sheet underloss
IFRS 16

Fair valueof financial
instruments

AssetsOther financial assets

AC3,101.4

3,101.4

–

–

–

n/a 2

0.7

–

–

–

–

3,101.4
–

FVTPL

14.8

–

–

14.8

–

14.8

FVTPL

0.4

–

–

0.4

–

0.4

n/a2

42.4

–

42.4

–

–

42.4

Derivative financial instruments
Derivatives (FVTPL)
Hedges (Hedge accounting)1
Trade accounts receivableAC

2,895.0

2,895.0–––

2,895.0

Cash and cash equivalents

AC

10,471.9

10,471.9–––

10,471.9

FVTPL

4,764.2––

4,764.2–

4,764.2

2,673.6

Liabilities
Financial debt

FLAC

2,776.7

2,776.7–––

Lease liabilities

n/a 2

2,660.1–––

2,660.1–

Other financial liabilities

FLAC

177.2

177.2

–

–

–

177.2

Derivative financial liabilities
Hedges (Hedge accounting)1

n/a 2

37.0

–

37.0

–

–

37.0

FLAC

2,615.7

2,615.7–––

2,615.7

Financial Assets measured
at Amortised Cost (AC)16,468.4

16,468.4

–

–

–

–

Financial Assets and Liabilities
measured at Fair Value throughProfit and Loss (FVTPL)

4,779.3––

4,779.3––

Financial Assets measured
at Amortised Cost (AC)5,569.6

5,569.6

–

–

–

–

Trade accounts payable
Thereof aggregated according
to IFRS 9 classification category1
2

The market values of the non-designated forward components, the changes of which are recognised in the reserve for cost of hedging, are also included.
n / a means that there is no measurement category under IFRS 9 and/or that the financial instrument concerned falls outside the scope of IFRS 9.

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C onsolidated financial statements  I  notes

The fair values are allocated to different levels of the fair value hierarchy based on the input factors used in the valuation methods. An explanation of the individual levels from 1 to 3 of the fairvalue hierarchy can be found in the chapter “Accounting and measurement” in the Notes to theconsolidated financial statements. There were no transfers between levels 1 to 3 in the previous
financial year.
The following table shows the classification of the financial instruments measured at fair value inthe three levels of the fair value hierarchy. In addition to the fair value of the financial instrumentsthat are recognised at fair value under IFRS 9, the table also includes financial instruments thatare recognised at amortised cost and whose fair value differs from this.
31.12.2021

million EUR

Classification
category according
to IFRS 9

Level 1

Level 2

Level 3

Total

FVTPL

1.1

–

6.5

7.6

AssetsSecurities/investments
Derivative financial instruments(Hedge accounting)

n/a2

–

9.6

–

9.6

FVTPL

–

3.2

–

3.2

n/a2

–

27.1

–

27.1

Financial debt

FVTPL

–

–

0.3

0.3

Financial debt

FLAC

310.5

2,822.5–

3,132.9

Liabilities from put options 1

FLAC

–

–

2.1

2.1

Derivative financial instruments (Trading)
Liabilities
Derivative financial instruments(Hedge accounting)

31.12.2022

million EUR

Classification
category according
to IFRS 9

Level 1

Level 2

Level 3

Total

FVTPL

0.6

–

14.2

14.8
42.4

AssetsSecurities/investments
Derivative financial instruments(Hedge accounting)

n/a2

–

42.4

–

Derivative financial instruments (Trading)

FVTPL

–

0.4

–

0.4

Cash and cash equivalents

FVTPL

4,764.2––

4,764.2

Liabilities
Derivative financial instruments(Hedge accounting)

n/a2

–

37.0

–

37.0

Financial debt

FLAC

263.7

2,409.9–

2,673.6

1
2

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IPart of other liabilities
n/a means that there is no measurement category under IFRS 9.

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233

Net earnings
The net earnings of the financial instruments by classification category pursuant to IFRS 9 are as
follows:
31.12.2022

31.12.2021

million EUR

From Other net
Netinterest earnings earnings

Financial assets measured
at amortised cost

199.0

–195.0

4.0

5.3

–60.9

–55.6

Financial liabilities measured
at amortised cost–126.3

83.3

–43.0

–145.036.8–108.2

From Other net
interest earningsNetearnings

Financial assets and liabilities measured
at fair value through profit or loss

49.3

–275.1–225.9

–21.0

–0.5

–21.5

Total

122.0

–386.8–264.9–160.7–24.7–185.3

In addition to interest and other financial income from money market transactions and money
market funds and interest expense from liabilities to banks and other financial liabilities, the net
earnings mainly comprises the foreign currency valuation of financial assets and liabilities andrealised and unrealised gains and losses on derivative financial instruments that are not included
in a hedging relationship in accordance with IFRS 9.
Capital management
The prime strategic objective of the Hapag-Lloyd Group is to achieve long-term profitable growth,measured on the basis of the developments in transport volume, the key performance indicators
EBITDA and EBIT as well as the return on invested capital (ROIC) as an indicator of the performance within a period. The aim is to generate a return on invested capital at least equal to theweighted average cost of capital (WACC) of the Group across one economic cycle in the medium
term. To facilitate comparison with other international shipping companies, the return on invested
capital is calculated and presented exclusively on the basis of the functional currency, the US
dollar.
The Hapag-Lloyd Group strives to achieve an adequate financial profile in order to guarantee thecontinuation of the Company and its financial flexibility and independence. The goal of its capitalmanagement is to safeguard the capital base over the long term. It intends to achieve this with ahealthy balance of financing requirements for the desired profitable growth.
Covenant clauses of a type customary on the market have been arranged for existing financing.
These clauses primarily concern certain equity and liquidity indicators of the Group along withloan-to-value ratios. As at 31 December 2022, these covenants were fulfilled for the existing
financing. Based on current planning, the Executive Board expects that these covenants will also
be adhered to during the subsequent period.

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C onsolidated financial statements  I  notes

OTHER NOTES(29) Government assistance
The Federal Maritime and Hydrographic Agency awarded training subsidies and subsidies formarine personnel totalling EUR 7.3 million in 2022 (prior year period: EUR 11.0 million) according
to the guideline for lowering indirect labour costs in the German marine industry. Overall, theGroup received assistance and subsidies of EUR 9.7 million in the reporting year (prior year
period: EUR 14.5 million), which was recognised through profit and loss as a deduction from personnel expenses.
In addition, Hapag-Lloyd USA, a wholly owned subsidiary of Hapag Lloyd AG, receives government funding as part of the Maritime Security Program (MSP). Government grants in the 2022
financial year totalled EUR 27.2 million (prior year period: EUR 22.2 million). These grants havebeen recognised through profit and loss as a deduction from transport expenses.
(30) Legal disputes
Hapag-Lloyd AG and several of its foreign subsidiaries are involved in legal proceedings. These
encompass a range of topics, such as disputes with foreign tax authorities, claims asserted bydeparted employees and disputes arising from contractual relationships with customers, former
agents and suppliers.
Naturally, the outcomes of the legal disputes cannot be predicted with any certainty. It is possiblethat the outcome of individual proceedings may result in payment obligations, the amounts ofwhich could not be foreseen with sufficient accuracy as at 31 December 2022 and will not haveany significant influence on the Group’s net asset, financial and earnings position. As at thereporting date, there was EUR 8.3 million in contingent liabilities from legal disputes not classified
as probable (previous year: EUR 8.0 million).
On 24 February 2022, the U.S. Department of Justice Antitrust Division (DoJ) ordered
Hapag-Lloyd (America) LLC to attend a meeting to provide information and testimonies in connection with a grand jury investigation into international container shipping. As part of its investigation, the DoJ summoned Hapag-Lloyd (America) LLC for a second time on 14 July 2022.
Hapag-Lloyd supplied the requested data to the DoJ in good time in relation to both the first andsecond hearings.
Hapag-Lloyd is subject to regular tax audits in various countries where the Group conducts
large-scale business activities (e. g. Germany, India, USA). These tax audits may lead to the payment of tax arrears. In addition, Hapag-Lloyd regularly analyses and assesses potential tax risks
within the Group (e.g. in the area of transfer pricing). To the extent that the Company can expect
to incur charges and these charges are quantifiable, these were accounted for by creating corresponding provisions. As at the reporting date, there are also EUR 98.4 million in contingent liabilities from tax risks not classified as probable (previous year: EUR 78.6 million). The main reasonsfor the increase are newly identified risks, updated risk assessments and currency conversion
effects for the Southern Europe, Middle East and Asia regions.

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235(31) Contingencies
Contingencies are contingent liabilities not accounted for in the statement of financial position
which are recognised in accordance with their amounts repayable estimated as at the reportingdate.
As at 31 December 2022, there were no sureties or guarantees requiring disclosure.
(32) Leases
LesseeAs a lessee, Hapag-Lloyd mainly rents container vessels, containers, office buildings, officespace and parking spaces.
Charter agreements for container vessels are nearly always structured as time charter contracts,
i.e. in addition to the capital costs, the charterer bears all of the vessel operating costs, which
are reimbursed as part of the charter rate. Non-lease components which are included in theprice structure of the charter rates are not part of the lease liability. These costs are recognisedin the (consolidated) income statement based on the time at which they are incurred. A portion of
the charter agreements includes extension options. These options allow Hapag-Lloyd to react
flexibly to changes on the market and to secure the use of the container vessels. Exercisingthese extension options not taken into account on the balance sheet at the reporting date would
give rise to potential future lease payments amounting to EUR 730.4 million (previous year:
EUR 569.8 million).
The structure of the container lease contracts varies. Many of the contracts contain mutual rightsof termination. These rights of termination allow Hapag-Lloyd to react quickly and flexibly tochanges on the market. If these rights of termination are not exercised, this could give rise topotential lease payments amounting to EUR 134.9 million (previous year: EUR 128.6 million).
These potential lease payments have not yet been recognised as part of the lease liabilities.
The accelerating recovery of the supply chains disrupted by the COVID-19 pandemic and theassociated normalisation of the global market conditions were taken into account as of thereporting date by adjusting the lease terms of the container lease contracts with mutual rights oftermination to current situation. This resulted in a reduction of lease liabilities and right-of-use
assets amounting to EUR 46.8 million. In the previous year, the adjustment of the terms of thesecontracts led to an increase in lease liabilities and right-of-use assets of EUR 50.3 million.
The structure of lease contracts for office buildings, office space and parking spaces also varies.
Many of the lease contracts contain unilateral rights of termination. In addition, some of the lease
contracts include extension options. Exercising these extension options not taken into accounton the balance sheet at the reporting date would give rise to potential future lease payments
amounting to EUR 101.2 million (previous year: EUR 52.0 million).

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C onsolidated financial statements  I  notes

For further details of the way leases are recognised within the Hapag-Lloyd Group in accordancewith IFRS 16, please refer to the “Accounting and measurement” section.
The lease contracts for the aforementioned asset classes have terms ranging from one year
(e.g. vessels) to 25 years (e.g. buildings).
Hapag-Lloyd has leases with terms of less than 12 months in place for rented containers andcontainer vessels, as well as for rented office buildings, office space and parking spaces.
No right-of-use assets and no lease liabilities are recognised in the consolidated statementof financial position for these short-term leases.
Hapag-Lloyd excludes IT contracts and contracts for intangible assets from the scope of appli­
cation of IFRS 16.
The following table shows the development of the right-of-use assets for each substantive asset
class in the 2022 financial year. No right-of use-assets were recognized in the 2022 financial year
for non-substantive asset classes, which include leased vehicles and other rented businessequipment. The figures for previous year have been adjusted accordingly in the following two
tables.

million EUR

Rented officebuildings, grounds
and parking slots

Total
1,339.1

767.4

496.2

75.5

Depreciation in prior year period–493.7–195.2–23.8–712.8Additions in prior year period

1,166.7

240.4

42.2

1,449.4

Additions from business combination

101.1

54.6

2.9

158.6

Disposals in prior year period

–5.3

–8.1

–10.0

–23.5

Impairments

–

–

–2.0

–2.0

Transfers

–

–10.7

–

–10.7

100.0

46.1

6.7

152.8

Carrying amount of right-of-use
assets as at 31.12.2021

1,636.1

623.2

91.5

2,350.9

Carrying amount of right-of-use
assets as at 1.1.2022

1,636.1

623.2

91.5

2,350.9

Depreciation in reporting period–766.0–234.3–30.7–1,030.9

Additions in reporting period

992.8

147.2

66.2

1,206.3

–

6.1

–

6.1

–13.9

–20.2

–1.0

–35.1

–

–12.1

–12.1

–24.2

95.8

39.0

5.2

140.0

1,944.9

548.9

119.2

2,613.0

Additions from business combination
Disposals in reporting period
Transfers
Exchange rate differences
Carrying amount of right-of-use
assets as at 31.12.2022

I

Rentedcontainers

Carrying amount of right-of-use
assets as at 1.1.2021

Exchange rate differences

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The right-of-use assets for the asset classes listed are reported under the item property, plantand equipment and are therefore included in the table in Note (11) Property plant and equipment.
The remaining terms of the lease liabilities as at 31 December 2022 are presented in the table on
financial debt in Note (24) Financial debt and lease liabilities.
The following table shows the effects of IFRS 16 Leases on the consolidated income statementin the 2022 financial year:
1.1.-31.12.2022

1.1.-31.12.2021

Revenue/Other operating income

34,542.7

22,273.5

Transport expenses

13,730.7

10,323.3

million EUR

Expenses from short-term leases
Planned depreciation of tangible and intangible assets
Depreciation of right-of-use assets
Interest expenses and other finance expenses
Interest expenses on lease liabilities

126.4

184.8

1,909.4

1,465.6

1,030.9

712.8

226.7

243.3

89.0

70.3

Total cash outflows for leases came to EUR 1.6 billion in the 2022 financial year (prior year period:
EUR 1.2 billion).
As at 31 December 2022, future commitments under short-term leases totalled EUR 14.2 million(previous year: EUR 77.7 million).
For disclosures on future cash outflows from leases which Hapag-Lloyd has already entered into
but which have not commenced yet, please refer to Note (33) Other financial obligations.
Sale and lease back transactions
Within the scope of its order for the manufacturing and delivery of six large container ships, eachwith a size of 23,660 TEU and expected to be delivered between June 2023 and February 2024,
in December 2020 Hapag-Lloyd signed a loan commitment in the form of a so-called “Chinese
lease” (sale and lease back lease transaction). For more information about this transaction,please refer to Note (24) Financial debt and lease liabilities.
LessorHapag-Lloyd operates as a lessor in the context of operating lease contracts only to a limited
extent. In the 2022 financial year, container vessels and other assets were let as part of operatinglease contracts to an insignificant extent.

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C onsolidated financial statements  I  notes(33) Other financial obligations
The Hapag-Lloyd Group’s other financial obligations totalled EUR 1,664.3 million as at
31 December 2022 and comprised purchase obligations (nominal values)• for investments in the construction and acquisition of 15 container vessels, amounting to
EUR 1,436.8 million,• for investments in equipping the container fleet with real-time tracking amounting to
EUR 92.4 million,• for investments in the acquisition of new propellers, expanding the capacity of container
vessels and for the renovation of the bulbous bow of container vessels amounting to
EUR 57.5 million;• for investments in exhaust gas cleaning systems (EGCS) on container vessels amounting to
EUR 39.5 million;• for investments in the acquisition of a new office building amounting to EUR 20.5 million,• for investments in equipment for ballast water treatment on container vessels amounting to
EUR 4.0 million, and• for further investments on container vessels totalling EUR 13.6 million.
The Hapag-Lloyd Group’s other financial obligations totalled EUR 1,924.5 million as at 31 December 2021 and comprised primarily purchase obligations (nominal values) for investments in container vessels amounting to EUR 1,898.6 million.
The future cash outflows from leases which Hapag-Lloyd has already entered into but whichhave not yet commenced and are therefore not yet recognised in the balance sheet, totalled
EUR 1,915.9 million (31 December 2021: EUR 1,120.0 million).
(34) Share-based payment
Executive Board members
The long-term variable remuneration paid to Executive Board members underwent a structural change with effect from 1 January 2020 as part of the Long-Term Incentive Plan 2020
(LITP 2020), and revised again with effect from 2022 under the title LTIP 2020 ESG. The alteredlong-term variable remuneration (i.e. under LTIP 2020 LTIP 2020 ESG) is recognised according
to the rules set out in IAS 19. However, the previous conditions remain in place unchanged inrelation to long-term variable remuneration granted up to the 2019 financial year. In light of this,the long-term variable remuneration granted as and from the 2020 and/or 2022 financial year
(under the 2020 long-term incentive plan, amended in 2022 under the title – “2020 LTIP ESG”)
is initially set out below. The long-term variable remuneration granted until the 2019 financial
year (2015 long-term incentive – 2015 LTIP), which is recognised according to IFRS 2, is outlined
subsequently.
Under the 2020 LTIP, a specified euro amount is granted to the Executive Board members per
calendar year (“allocation amount”). The allocation amount granted is divided equally into a retention component and a performance component. As a rule, the vesting period will be three years.
The payment amount for the retention component after three years is calculated by multiplying
half of the allocation amount by the respective target achievement. As a rule, the target achievement for the retention component is calculated using the three-year average of the Group’s
EBITDA in the vesting period (for the 2021 tranche: 2021 to 2023) compared to the Group’s
EBITDA in the reference period (for the 2021 tranche: 2018 to 2020). The target achievement for
the retention component is capped at 150% and has a minimum value of 0%. The target

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239

achievement for the performance component is calculated in the same way as outlined above
and adjusted upwards or downwards based on the three-year average of the ROIC in the vesting
period using a defined matrix. The target achievement for the performance component is likewise
capped at 150% and has a minimum value of 0%. The payment amount for the performancecomponent after three years is calculated by multiplying half of the allocation amount by the target achievement as outlined above. As an additional condition for payment of the performancecomponent, the total of the annual earnings after taxes in the consolidated financial statementsof Hapag-Lloyd that relate to the vesting period must be greater than 0 (zero). The payment
amount calculated on this basis falls due on 30 April of the year following the end of the vesting
period and is payable as a gross amount.
If an Executive Board member steps down from their position without cause or if their employment contract is extraordinarily terminated by Hapag-Lloyd for cause pursuant to Section 626 of
the German Civil Code (BGB) (“bad leaver”), the performance component and the retention component are forfeited in full. If the employment contract of an Executive Board member has only
been in place for a period of 12 months or less, the performance component and the retention
component are likewise forfeited in full.
If the employment contract of an Executive Board member expires, the employment contract of
an Executive Board member ends by mutual consent, the employment contract is extraordinarily
terminated with effect by an Executive Board member for cause pursuant to Section 626 of theGerman Civil Code (BGB), an Executive Board member retires or the employment contract ends
due to the disability or death of an Executive Board member, the vesting period ceases with theend of the employment contract. The retention and performance components granted up until
this time are non-forfeitable when the vesting period ends.
If the vesting period ends during the year, the following rule applies when calculating the relevant
EBITDA and ROIC indicators in the year in which the employment contract ends. If the employment contract ends in the first half of the calendar year, the relevant EBITDA and ROIC indicators
for the previous year should be used as a basis when calculating the payment amount. If theemployment contract ends in the second half of the calendar year, the relevant EBITDA and
ROIC indicators for the full calendar year in which the employment contract ends are used as abasis when calculating the payment amount. The amount is paid at the latest on 30 April of theyear following the end of the vesting period.
If an employment contract starts or ends during a financial year, the allocation amount is reduced
on a pro rata basis for the respective year. Exceptions to this can be made on an individual basis.
With effect from 1 January 2022, LTIP 2020 was amended for future tranches such that an additional objective covering the environment, social responsibility and governance (ESG) would also
be taken into account (so-called “LTIP 2020 ESG”).

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C onsolidated financial statements  I  notes

As part of LTIP 2020 ESG, the annual amount allocated is split up, with 40% being linked to aretention component, 40% linked to a performance component and 20% linked to an ESG component. The vesting period remains three years. The payment amount for the relevant components after three years is calculated by multiplying the proportionate allocation amount by the
degree to which the relevant target is achieved. The method for determining the extent to whichtargets are achieved in relation to the retention and performance components has also remained
unchanged. The extent to which targets have been achieved in relation to the ESG component isdetermined using an ESG benchmark set centrally. This benchmark represents the average efficiency ratio (AER), which is used to measure the carbon footprint of the Group’s fleet. For the
purposes of the calculation, the Supervisory Board sets a value based on Hapag-Lloyd AG’s
sustainability-linked bond framework. If this value is achieved, the ESG target is deemed to havebeen fully met. It thus serves as a concrete target achievement curve. The payment amounts forthe three components are limited to 150% of the individual allocation amount. Similarly to theprovisions of LTIP 2020, if an Executive Board member steps down from their position withoutcause, if their employment contract is extraordinarily terminated by Hapag-Lloyd for cause pursuant to Section 626 of the German Civil Code (BGB) (“bad leaver”), or if an Executive Board
member’s contract of employment runs for a period of 12 months or less, the performance,
retention and ESG components are all forfeited in full. In all other cases, the performance, retention and ESG components all lapse only if the contract of employment comes to an end in theyear of the award. In this situation, they lapse proportionally on the basis of the portion of the full
financial year represented by the period between the end of the contract of employment and theend of the financial year. This proportionate lapse in benefits does not apply if the fact the contract of employment comes to an end during the financial year has already been taken account ofin the amount to be awarded. Provided the performance, retention and ESG components do notlapse, the original three-year vesting period remains in place.
Under the LITP 2015, which was in place until the 2019 financial year, a specified euro amount(allocation amount), which was contractually agreed on an individual basis, was allocated to each
Executive Board member at the start of every calendar year. This amount reflected performancein the current financial year and the following three financial years (performance period). This allocation amount was converted into virtual shares in the Company based on the average price ofthe Hapag-Lloyd AG share over the 60 trading days preceding the day on which the shares were
granted. The virtual shares are divided equally into performance share units and retention share
units.
Entitlements under the long-term incentive plan take effect on a pro rata basis when the performance period ends. The retention share units automatically become non-forfeitable when theperformance period expires. They therefore depend entirely on the Executive Board member’s
length of service.
The number of performance share units relevant for the payment is dependent on a performancefactor. This factor is calculated by comparing the performance of the Hapag-Lloyd share (total
shareholder return – TSR) with a specific, industry-based reference index – the DAXglobal Shipping Index – over the four-year performance period. The number of performance share units canbe a maximum of 1.5 times and a minimum of 0, as measured by a performance factor, when theperformance period ends. If the performance factor is 0, all of the performance share units areforfeited. As of the start of July 2021, the DAXglobal Shipping Index is no longer calculated or
published. However, Hapag-Lloyd has entered into a contractual agreement with a service

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241

provider under which an identical index will continue to be calculated for Hapag-Lloyd as a substitute as long as this index is needed as a performance criterion as per the requirements of the2015 LTIP.
When the performance period ends and the performance share units have been calculated, payments under the LTIP 2015 are automatically made. The number of non-forfeitable virtual sharesis converted into a euro amount by multiplying the non-forfeitable virtual retention and performance shares by the relevant share price. This share price is equal to the average share priceover the last 60 trading days before the performance period ends.
The amount calculated in this way is paid to the respective Executive Board member as a grossamount up to a specific, individually agreed limit on 31 March of the year following the end of theperformance period.
In the event that an Executive Board member’s activities cease, the performance period and theemployment contract will end simultaneously, insofar as the employment contract is not terminated for cause attributable to the Executive Board member or by the Executive Board member
without cause. In the latter case, all entitlements under the LTIP 2015 are forfeited.
If capital measures which affect the value of real shares are carried out during the term of the2015 LTIP, the conditions of the plan state that the Executive Board members must generally betreated in the same way as owners of real shares. In the event of an ordinary capital increase, thestake in the Company held by owners of real shares is diluted. However, they are granted subscription rights to new shares in return. Under the conditions of the plan, the Executive Board
members are not automatically granted a subscription right in the event of an ordinary capitalincrease. To compensate them for being treated differently to owners of real shares, for all 2015
LTIP tranches belonging to Executive Board members which are in existence when a capitalincrease is carried out, the number of shares is adjusted by a value equal to the subscription
rights that an owner of real shares with the same number of shares is entitled to. The additional
virtual shares here are valued at the arithmetical share price on the day before trading of the subscription rights commences (ex-subscription rights). The rule must be applied separately to all2015 LTIP tranches in existence at the time of the capital measure. The additional virtual sharesare based directly on the existing virtual shares of the respective 2015 LTIP tranches. As a result,the additional virtual shares are given the same parameters as were defined in the conditions of
the plan and at the time the respective tranche was granted. The additional virtual shares areconsequently a component of the respective tranche.
The measurement of the virtual shares at the time they are granted is based on the allocation
amount. As at 31 December 2022, there were 66,497 individual virtual shares (previous year:
106,395 shares) with a fair value of EUR 12.4 million (previous year: EUR 22.6 million).
In the reporting period, EUR 0.6 million (previous year: EUR 1.4 million) was recognised for sharebased payments to Executive Board members through profit or loss. The provision for sharebased payments to Executive Board members amounted to EUR 2.2 million as at 31 December
2022 (previous year: EUR 4.1 million).

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C onsolidated financial statements  I  notes

Upper management levels
The long-term variable remuneration paid to upper management levels was changed with effectfrom 1 January 2020 as part of the Long-Term Incentive Plan 2020 (LITP 2020). The material provisions regarding the altered procedure for awarding long-term, variable remuneration to members of senior management are in line with the provisions regarding the payment of long-term,
variable remuneration to the members of the Executive Board (minus the ESG components or,in other words, minus the alterations made in the 2022 financial year). The amended long-term
variable remuneration paid to staff at upper management levels is recognised in accordance withthe provisions of IAS 19.
However, the existing conditions continue to apply unchanged to the long-term variable remuneration granted up to the 2019 financial year. The last tranche, which was awarded in the 2019financial year, was paid out in the 2022 financial year. With this in mind, the long-term variable
remuneration granted up to the 2019 financial year under the Long-Term Incentive Plan (LTIP),
which is recognised according to IFRS 2, is described below.
Until the 2019 financial year, the members of upper management levels used to receive long-term
variable remuneration based on virtual shares. Under this long-term incentive plan, a specified
euro amount (grant amount), which was contractually agreed on an individual basis, was granted
to each plan participant on 1 January of every calendar year.
This grant amount was converted into virtual shares in the Company based on the average priceof the Hapag-Lloyd AG share over the 60 trading days preceding the day on which the sharesare granted. As a basic principle, the virtual shares are subject to a three-year vesting period
which begins on 1 January of the calendar year in which the virtual shares are granted and ends
on 31 December of the third subsequent year (vesting period).
When the vesting period expires, the virtual shares automatically become non-forfeitable and the
LTIP becomes due for payment. The number of non-forfeitable virtual shares is converted into aeuro amount by multiplying them by the relevant share price. This share price is equal to theaverage share price over the last 60 trading days before the vesting period ends.
The amount calculated in this way is paid to the respective plan participant as a gross amount on
31 March of the year following the end of the vesting period. The maximum amount paid under
this system corresponds to 1.5 times the amount granted.
In the event of an early departure, the vesting period is curtailed to the end of the employment
relationship and the virtual shares granted up until this time become non-forfeitable when the
curtailed vesting period ends. If the curtailed vesting period ends during the year, the virtual
shares granted in the year in which it ends are deemed to be non-forfeitable on a pro rata temporis basis, and the payment amount is reduced accordingly on a pro rata temporis basis. If theemployment relationship ends due to extraordinary termination by the Company, all virtual sharesfor which the vesting period has not yet expired are forfeited.

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243

If capital measures which affect the value of real shares are carried out during the term of theLTIP, the conditions of the plan state that the plan participants must generally be treated likeowners of real shares. In addition, the same regulations as detailed above in the section on the
LTIP 2015 of the Executive Board members are applicable in this regard.
The measurement of the virtual shares at the time they are granted is based on the grantamount. Virtual shares were awarded for the last time in the 2019 financial year. The embargoon these shares ended on 31 December 2021, and their equivalent value was paid to the plan
participants in the 2022 financial year. Accordingly, as at 31 December 2022, there are no longer
any virtual shares from this LTIP (previous year: 122,069 shares with a fair value amounting to
EUR 26.0 million).
Accordingly, in the reporting period, EUR 0.0 million (previous year: EUR 0.0 million) was recognised for share-based payments to upper management level through profit or loss. The provision
for share-based payments to upper management levels amounted to EUR 0.0 million as at
31 December 2022 (previous year: EUR 5.5 million).
(35) Utilisation of Section 264 (3) of the German Commercial Code (HGB)The following corporate entities, which are affiliated consolidated subsidiaries of Hapag-Lloyd AG
and for which the consolidated financial statements of Hapag-Lloyd AG are the exempting consolidated financial statements, utilise the exempting option provided by Section 264 (3) of theGerman Commercial Code (HGB):• Hapag-Lloyd Grundstücksholding GmbH, Hamburg• Hapag-Lloyd Schiffsvermietungsgesellschaft mbH, Hamburg.
• Zweite Hapag-Lloyd Schiffsvermietungsgesellschaft mbH, Hamburg.
• Hamburg-Amerika Linie GmbH, Hamburg

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C onsolidated financial statements  I  notes(36) Services provided by the auditors of the consolidated financial statements
In the 2022 financial year, the following fees were paid to the auditors KPMG AG Wirtschafts­
prüfungsgesellschaft within the global KPMG network, in accordance with Section 314 of theGerman Commercial Code (HGB) and Institute of Public Auditors in Germany (IDW) RS HFA 36:
1.1.-31.12.2022

1.1.-31.12.2021

million EUR

Total

Domestic

Total

Domestic

Fees for annual audit

4.2

2.8

3.5

2.4

Fees for other assurance services

0.3

0.3

0.3

0.3

Fees for tax consultancy

–

–

0.0

–

Fees for other services

0.0

–

0.0

–

Total

4.5

3.1

3.8

2.7

The fee for audit services rendered by KPMG AG Wirtschaftsprüfungsgesellschaft related primarily to the audit of the consolidated financial statements and the annual financial statements ofHapag-Lloyd AG including legal contractual amendments and audits of the financial statementsof subsidiaries. Activities integral to the audit were also performed in relation to audit reviews ofinterim financial statements.
Other assurance services relate primarily to services in connection with the audit of the combined separate non-financial report, a review of parts of the internal control system, agreed
examinatory activity relating to financial covenants, the audit of the remuneration report and otherprocedures agreed upon.
Other services relate to general legal advice.
(37) Share purchase agreements
On 4 October 2022, Hapag-Lloyd AG and SM SAAM Ports S.A. signed a share purchase agreement for a 100% stake in the Chilean companies SAAM Ports S.A. and SAAM Logistics S.A.
The transaction includes all SM SAAM S.A. terminal business and associated logistics services.
The parties to the contract agreed on a price of around USD 1 billion, which also includes thereal estate assets associated with the logistics business. The parties to the contract are relatedparties. The vendors belong to the group of Chilean-based company Quiñenco S.A., which indirectly holds a 30% stake in Hapag-Lloyd via CSAV S.A.
On 25 January 2023, Hapag-Lloyd AG signed an agreement to purchase a 35% shareholding
in J M Baxi Ports & Logistics Limited (JMBPL), a leading service provider of terminal and inlandtransportation services based in India, from a company run by Bain Capital Private Equity.
In addition, Hapag-Lloyd has also reached an agreement with JMBPL, and with its owners, theKotak family, to subscribe to an increase in the company’s capital and to increase Hapag-Lloydshareholding to 40%.
The closing of the transactions is dependent on the approval of the relevant competition
authorities.

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245(38) Related party disclosures
In carrying out its ordinary business activities, Hapag-Lloyd AG maintains direct and indirect relationships with related parties as well as with its own subsidiaries included in the consolidated
financial statements.
In the 2022 financial year, CSAV Germany Container Holding GmbH (CSAV) held a 30.0% stakein Hapag-Lloyd, while Kühne Maritime GmbH, together with Kühne Holding AG (Kühne), also held
a 30.0% stake. The stake held by Qatar Holding Germany GmbH was 12.3%. The number ofshares did not change during the reporting period as compared with the previous year and theshareholder structure of Hapag-Lloyd remained the same. As at 31 December 2022, CSAV, HGV
and Klaus-Michael Kühne (including companies attributable to him, in particular through Kühne
Maritime) therefore together held around 74% of the share capital of Hapag-Lloyd.
In the following disclosures on transactions with shareholders, the relationships with Kühne and
CSAV and their respective related parties are outlined. During the reporting period, Hapag-Lloyd
conducted legal transactions within the scope of its ordinary activities with Kühne and CSAV andtheir respective related parties. These comprise terminal and transport services in particular.
Performance and consideration have been agreed on the basis of normal market conditions.
With regard to HGV and its shareholder, the Free and Hanseatic City of Hamburg, as well as its
Group companies, the Hapag-Lloyd Group applies the relief provisions of IAS 24 regarding government-related entities. This relates mainly to port and terminal services as well as inland transport services.
Voting rights
in %

2022

Kühne Holding AG/Kühne Maritime GmbH

30.0

30.0

CSAV Germany Container Holding GmbH

30.0

30.0

Qatar Holding Germany GmbH

13.9

13.9

HGV Hamburger Gesellschaft für Vermögensund Beteiligungsmanagement mbH

12.3

12.3

Public Investment Fund of the Kingdom of Saudi Arabia

10.2

10.2

Free Float

3.6

3.6

100.0

100.0

Total

2021

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C onsolidated financial statements  I  notes

Transactions with related parties (excluding management in key positions):
Delivered goods and services
and other income recognised
million EUR
Shareholders

1.1.-31.12.
2022

1.1.-31.12.
2021

1.1.-31.12.
2022

1.1.-31.12.
2021

2,025.5

1,067.5

128.4

118.6

–

–

–

–

43.7

31.6

215.0

173.3

2,069.2

1,099.1

343.4

291.9

Affiliated non-consolidated
companies
Associated companies andJoint Ventures
Total

Goods and services received
and other expenses recognised

Receivables
million EUR
Shareholders
Affiliated non-consolidated
companies
Associated companies andJoint Ventures
Total

31.12.2022

Liabilities

31.12.2021

31.12.2022

31.12.2021

141.4

131.7

16.1

26.6

–

–

0.2

0.2

–

8.6

27.4

33.5

141.4

140.2

43.7

60.4

The amounts arising from transactions with related parties contained in the above table result
from services rendered (EUR 2,069.2 million; previous year: EUR 1,099.1 million).
At EUR 343.4 million (previous year: EUR 291.9 million), the goods and services received andother expenses shown above are mainly for operational (transport-related) services.
In accordance with the agreement to buy 100% of the shares in SAAM Ports S.A. and SAAM
Logistics S.A., the conclusion of the transaction will oblige Hapag-Lloyd to pay the agreed
purchase prices of approximately USD 1 billion to the vendors. The closing of the transaction
is particularly dependent on the approval of the relevant competition authorities.
Remuneration of key management personnel
The remuneration of key management personnel in the Group to be disclosed under IAS 24
encompasses the remuneration paid to the current members of the Executive Board and Supervisory Board of Hapag-Lloyd AG.

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247

The active members of the Executive Board and the Supervisory Board were remunerated
as follows:
Executive Board

Supervisory Board

2022

2021

2022

2021

Short-term benefits

6.4

5.5

2.7

2.2

Other long-term employee benefits

4.2

2.2

–

–
–

million EUR

Post-employment benefits

–

0.2

–

Share based benefits

0.6

1.4

–

–

Total

11.3

9.3

2.7

2.2

In the 2022 financial year, the employee representatives on the Supervisory Board received
EUR 0.6 million (previous year: EUR 0.6 million) as part of their employment contracts, in addition
to their Supervisory Board emoluments. These are included in the remuneration for members of
the Supervisory Board pursuant to IAS 24.
Additional disclosures concerning total remuneration pursuant to Section 315eof the German Commercial Code (HGB)
Executive Board

Supervisory Board

2022

2021

2022

2021

Active board members

6.4

5.5

2.2

1.7

Former board members

1.1

1.0

–

–

Total

7.4

6.5

2.2

1.7

million EUR

In the 2022 financial year, commitments related to long-term variable remuneration plans (2020Long-Term Incentive Plan – 2020 LTIP – revised in 2022 under the title LITP 2020 ESG) weremade to active Executive Board members in the amount of EUR 3.2 million (previous year:
EUR 2.3 million). For further information regarding these long-term variable remuneration plans,
please refer to Note (34).
The total remuneration paid to active members of the Executive Board includes annual one-off
payments to a funded pension fund associated with the Executive Board members’ pension
schemes. Beyond the annual one-off payments, Hapag-Lloyd has no further obligations fromthese pension commitments to the Executive Board members due to the reinsurance.
A total of EUR 21.6 million was allocated to pension provisions for former Executive Board members as at 31 December 2022 (previous year: EUR 28.2 million).
As in the previous year, no loans or advance payments were granted to members of the Executive Board and Supervisory Board in the year under review.

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C onsolidated financial statements  I  notes(39) Declaration of Conformity with the German Corporate Governance Code (GCGC)
pursuant to Section 161 of the German Stock Corporation Act (AktG)
The declaration required under Section 161 of the German Stock Corporation Act (AktG) was
issued by the Executive Board and Supervisory Board in March 2022 and has been made­permanently available to shareholders on the Company’s website www.hapag-lloyd.com in the“Our Company” area in the “Investor Relations” section under “Corporate Governance” athttps://www.hapag-lloyd.com/en/ir/corporate-governance/compliance-statement.html.
(40) Significant events after the balance sheet date
On 12 January 2023, Hapag-Lloyd AG acquired 49% of the shares in the Italian logistics company Spinelli S.r.l. (Spinelli). The Spinelli family continues to hold the majority of shares.
(41) List of holdings pursuant to Section 315a of the German Commercial Code (HGB)RegisteredofficeCurrency
unit (CU)

Shareholdingin %Hamburg-Amerika Linie GmbH

Hamburg

EUR

100.00Hapag-Lloyd Damietta GmbH

Hamburg

EUR

100.00Hapag-Lloyd Grundstücksholding GmbH

Hamburg

EUR

94.90

Hapag-Lloyd Schiffsvermietungsgesellschaft mbH

Hamburg

EUR

100.00

HL Terminals GmbH

Hamburg

EUR

100.00

Zweite Hapag-Lloyd Schiffsvermietungsgesellschaft mbH

Hamburg

EUR

100.00Hamburg

EUR

100.00Hapag-Lloyd (Austria) GmbH

ViennaEUR

100.00Hapag-Lloyd (France) S.A.S.

Paris

EUR

100.00Hapag-Lloyd (Ireland) Ltd.

DublinEUR

100.00Hapag-Lloyd (Schweiz) AG

Basel

CHF

100.00Hapag-Lloyd (Sweden) AB

Gothenburg

SEK

100.00Hapag-Lloyd (UK) Ltd.

Barking

GBP

100.00Hapag-Lloyd Polska Sp.z.o.o.

Gdánsk

PLN

100.00Hapag-Lloyd Special Finance DAC

DublinUSD

100.00

NileDutch Africa Line B.V.

Rotterdam

EUR

100.00

NileDutch Agencies B.V.

Rotterdam

EUR

100.00

NileDutch Holding B.V.

Rotterdam

EUR

100.00

NileDutch Investments B.V.

Rotterdam

EUR

100.00

NileDutch Beheer B.V.

Rotterdam

EUR

100.00Helsinki

EUR

100.00Name of the company
Affiliated consolidated companies
Head office

North Europe
CMR Container Maintenance Repair Hamburg GmbHOy Hapag-Lloyd Finland AB
South Europe
Hapag-Lloyd Denizasiri Nakliyat A.S.

Izmir

TRY

65.00

Hapag-Lloyd (Egypt) Shipping S.A.E.

Alexandria

EGP

49.004100.00Hapag-Lloyd (Italy) S.R.L.

AssagoEUR

Hapag-Lloyd Morocco SAS

Casablanca

MAD

50.08

Hapag-Lloyd Portugal LDA

LisbonEUR

100.00Barcelona

EUR

90.00

Hapag-Lloyd Spain S.L.

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C onsolidated financial statements

Name of the company
Hapag Lloyd Tasimacilik Destek Servis Merkezi A.S.

RegisteredofficeCurrency
unit (CU)

Shareholdingin %100.00Izmir

TRY

Hapag-Lloyd Ukraine LLC

OdessaUAH

50.00

Norasia Container Lines Ltd.

Valletta

USD

100.00CSAV Group (China) Shipping Co. Ltd.

Shanghai

CNY

100.00Hapag-Lloyd (Australia) Pty. Ltd.

Pyrmont

AUD

100.00Hapag-Lloyd Business Services (Suzhou) Co. Ltd.

SuzhouCNY

100.00Hapag-Lloyd Business Services (Malaysia) Sdn. Bhd.

Kuala Lumpur

MYR

100.00Hapag-Lloyd (Cambodia) Co., Ltd.

Phnom Penh

KHR

100.00Hapag-Lloyd (China) Ltd.

Hong Kong

HKD

100.00Shanghai

CNY

100.00249

Asia

Hapag-Lloyd (China) Shipping Ltd.
Hapag-Lloyd (Japan) K.K.

Tokyo

JPY

100.00Hapag-Lloyd (Korea) Ltd.

Seoul

KRW

100.00Hapag-Lloyd (Malaysia) Sdn. Bhd.

Kuala Lumpur

MYR

100.00Hapag-Lloyd (New Zealand) Ltd.

Auckland

NZD

100.00Hapag-Lloyd Pte. Ltd.

Singapore

USD

100.00

TaipeiTWD

100.00Hapag-Lloyd (Thailand) Ltd.

Bangkok

THB

49.90

Hapag-Lloyd (Vietnam) Ltd.

Ho Chi
Minh City

VND

100.00UASC (Thailand) Ltd.

Bangkok

THB

74.97

United Arab Shipping Agency Co. (Asia) Pte. Ltd.

Singapore

USD

100.00

United Arab Shipping Co. (Asia) Pte. Ltd.

Singapore

SGD

100.00

NileDutch Africa Line (Shanghai) Ltd.

Shanghai

CNY

100.00Hapag-Lloyd Africa (PTY) Ltd.

DurbanZAR

100.00Hapag-Lloyd Agency (Pty) Ltd.

DurbanZAR

100.00Hapag-Lloyd Bahrain Co. WLL

ManamaBHD

49.00

Hapag-Lloyd Business Services LLP

MumbaiINR

100.00Hapag-Lloyd (Ghana) Ltd.

Tema

GHS

100.00Hapag-Lloyd Global Services Pvt. Ltd.

Thane

INR

100.00

MumbaiINR

100.00Hapag-Lloyd (Taiwan) Ltd.

Middle East

Hapag-Lloyd India Private Ltd.
Hapag-Lloyd Cote D’Ivoire SAS

Abidjan

XOF

0.009

Hapag-Lloyd (Jordan) Private Limited Company

Amman

JOD

50.00

Hapag-Lloyd Kenya Ltd.

Nairobi

KES

100.00Hapag-Lloyd Middle East Shipping LLC

Dubai

AED

100.00Hapag-Lloyd Nigeria Shipping Limited

Lagos

NGN

100.00Hapag-Lloyd Pakistan (Pvt.) Ltd.

Karachi

PKR

100.00Hapag-Lloyd Qatar WLL

Doha

QAR

49.00

Hapag-Lloyd Quality Service Centre Mauritius

Ebène

MUR

100.00Hapag-Lloyd Saudi Arabia Ltd.

JeddahSAR

100.00Hapag-Lloyd Senegal SASU

Dakar

XOF

100.00

Kuwait City

KWD

49.001

Hapag-Lloyd Transport South Africa (Pty) Ltd.

DurbanZAR

100.00

Middle East Container Repair Company LLC

Hapag-Lloyd Shipping Company – State of Kuwait (K.S.C.C.)

Dubai

AED

49.002

NileDutch (Angola) - Agencia de Navegacao Lda.

LuandaAOA

49.001

NileDutch Cameroun S.A.

DoualaXAF

90.006

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C onsolidated financial statements  I  notes

Name of the company

RegisteredofficeCurrency
unit (CU)

Shareholding
in %NileDutch Congo S.A.

Point-Noire

XAF

70.007

NileDutch Congo Forwarding & Logistics S.A.

Point-Noire

XAF

75.008OISP Holding Limited

Dubai

AED

100.00

Simba Africa Maritime (Pty) Ltd

DurbanZAR

100.00

United Arab Shipping Company Ltd.

Dubai

USD

100.00Baghdad

IQD

100.00Florida Vessel Management LLC

Wilmington

USD

75.00

Hapag-Lloyd (America) LLC

Wilmington

USD

100.00

United Arab Shipping Company for Maritime Services LLC
North America

Hapag-Lloyd (Canada) Inc.

Montreal

CAD

100.00Wilmington

USD

100.00Agencias Grupo CSAV Mexico S.A. de C.V.

Mexico City

MXN

100.00Andes Operador Multimodal Ltda.

São Paulo

BRL

100.00Compañía Libra de Navegación (Uruguay) S.A.

Montevideo

UYU

100.00CSAV Austral SpA

Santiago de
Chile

USD

49.00

CSAV Ships S.A.

Panama City

USD

100.00Hapag-Lloyd Argentina S.R.L.

Buenos Aires

ARS

100.00Hapag-Lloyd Bolivia S.R.L.

Santa Cruz dela Sierra

Hapag-Lloyd USA LLC
Latin America

BOB

100.00Santiago de
Chile

USD

100.00Hapag-Lloyd Colombia Ltda.

Bogotá

COP

100.00Hapag-Lloyd Costa Rica S.A.

San José

CRC

100.00Hapag-Lloyd Ecuador S.A.

Guayaquil

USD

45.00

Hapag-Lloyd Guatemala S.A.

Guatemala
City

GTQ

100.00Hapag-Lloyd Mexico S.A. de C.V.

Mexico City

MXN

100.00Hapag-Lloyd Chile SpA

Hapag-Lloyd (Peru) S.A.C.
Hapag-Lloyd Quality Service Center Bogotá S.A.S.
Hapag-Lloyd Uruguay S.A.
Hapag-Lloyd Venezuela C.A.
Libra Serviços de Navegação Limitada

Lima

USD

100.00Bogotá

COP

100.00Montevideo

UYU

100.00

CaracasVEF

100.00São Paulo

BRL

100.00Norasia Alya S.A.

Panama City

USD

100.00Rahue Investment Co. S.A.

Panama City

USD

100.00

Aenaos Container Carrier S.A.

MajuroUSD

100.00Aristos Container Carrier S.A.

MajuroUSD

100.00

Empros Container Carrier S.A.

MajuroUSD

100.00

Al Jowf Ltd.

Valletta

USD

100.00Al Qibla Ltd.

Valletta

USD

100.00Al Riffa Ltd.

Valletta

EUR

100.00

CSBC Hull 900 Ltd.

DouglasUSD

100.00Dhat Al Salasil Ltd.

George Town

USD

100.00

Hull 1975 Co. Ltd.

MajuroUSD

100.00

Hull 1976 Co. Ltd.

MajuroUSD

100.00Other

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RegisteredofficeCurrency
unit (CU)

Shareholdingin %Valletta

EUR

100.00Lima

USD

47.935

Damietta Alliance Container Terminals S.A.E.

Damietta

USD

39.00

EUROGATE Container Terminal Wilhelmshaven GmbH

Hamburg

EUR

30.00

Hamburg

EUR

50.00

Wilmington

USD

50.00

Name of the company
Jebel Ali Ltd.

251

Joint Venture
Consorcio Naviero Peruano S.A.

Rail Terminal Wilhelmshaven GmbH
Texas Stevedoring Services LLC
Associated companies
Djibouti Container Services FZCO

Djibouti

DJF

19.063

Hapag-Lloyd Lanka (Private) Ltd.

Colombo

LKR

40.00

HHLA Container Terminal Altenwerder GmbH

Hamburg

EUR

25.10

Dubai

AED

61.59

Afif Ltd.

MajuroUSD

100.00Ain Esnan Ltd.

Valletta

EUR

100.00

Al Dahna Ltd.

Valletta

EUR

100.00Al Dhail Ltd.

MajuroUSD

100.00Al Jmeliyah Ltd.

MajuroUSD

100.00Al Mashrab Ltd.

MajuroUSD

100.00Al Nasriyah Ltd.

MajuroUSD

100.00Al Nefud Ltd.

Valletta

EUR

100.00Al Oyun Ltd.

George Town

USD

100.00

Valletta

EUR

100.00EA Technologies FZCO
Affiliated non-consolidated companies

Al Zubara Ltd.
Ash-Shahaniyah Ltd.

George Town

USD

100.00Barzan Ltd.

Valletta

EUR

100.00Brunswick Investment Co. Inc.

NassauUSD

100.00Chacabuco Shipping Ltd.

MajuroUSD

100.00

CSBC Hull 898 Ltd.

DouglasUSD

100.00EUROGATE Container Terminal Wilhelmshaven Beteiligungsgesellschaft mbH

Hamburg

EUR

30.00

Hamburg-Amerikanische-Packetfahrt-Gesellschaft mbH

Hamburg

EUR

100.00Hapag-Lloyd Container (No. 3) Ltd.

Barking

EUR

100.00Hapag-Lloyd Ships (No. 2) Ltd.

Barking

EUR

100.00Hapag-Lloyd Ships Ltd.

Barking

EUR

100.00

HLAG Vessel Holding Limited

Valletta

EUR

100.00

Hull 1794 Co. Ltd.

MajuroUSD

100.00

Hull 2082 Co. Ltd.

MajuroUSD

100.00Linah Ltd.

MajuroUSD

100.00

Malleco Shipping Co. S.A.

Panama City

USD

100.00Maule Shipping Co. S.A.

Panama City

USD

100.00

NileDutch Singapore Pte. Ltd.

Singapur

SGD

100.00

Norddeutscher Lloyd GmbH

BremenEUR

100.00Palena Shipping Ltd.

MajuroUSD

100.00Salahuddin Ltd.

MajuroUSD

100.00Montevideo

USD

100.00

Valletta

EUR

100.00Servicios de Procesamiento Naviero S.R.L. i.L.
Tihama Ltd.

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C onsolidated financial statements  I  notes

Name of the company
UASAC (RUS) LLC

RegisteredofficeCurrency
unit (CU)

Shareholdingin %100.00

St. Petersburg

RUB

UASC Holding (Thailand) Ltd.

Bangkok

THB

49.95

UASC Vessel Holding Limited

Valletta

EUR

100.00Umm Salal Ltd.

Valletta

EUR

100.00

Unidade de Negocios Empresa Africana Lda.

LuandaAOA

100.00

United Arab Shipping Agency Co. (Egypt) S.A.E.

Alexandria

EGP

49.001

United Arab Shipping Agency Company (Thailand) Ltd.

Bangkok

THB

49.00

UASAC Uruguay (S.A.)

Montevideo

UYU

94.00

United Arab Shipping Agency Company (Vietnam) Ltd.

Ho Chi Minh
City

VND

100.00Hamburg

EUR

100.00

Verwaltung DAL Schiffahrts-Agentur GmbH
1
2
3
4
5
6
7
8
9

A further 51.00 % is held by a trustee on behalf of the Hapag-Lloyd Group.
A further 5.64 % is held by a trustee on behalf of the Hapag-Lloyd Group.
A further 2.19 % is held by a trustee on behalf of the Hapag-Lloyd Group.
A further 16.00 % is held by a trustee on behalf of the Hapag-Lloyd Group.
A further 2.07 % is held by a trustee on behalf of the Hapag-Lloyd Group.
A further 10.00 % is held by trustee on behalf of the Hapag-Lloyd Group.
A further 30.00 % is held by a trustee on behalf of the Hapag-Lloyd Group.
A further 25.00 % is held by a trustee on behalf of the Hapag-Lloyd Group.
100.00 % is held by a trustee on behalf of the Hapag-Lloyd Group.

Hamburg, 21 February 2023
Hapag-Lloyd Aktiengesellschaft
Executive Board

Rolf Habben Jansen

Donya-Florence Amer

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Dr. Maximilian Rothkopf

R esponsibilit y statement  I

C onsolidated financial statements

253

RESPONSIBILITY STATEMENTPURSUANT TO SECTION 297 (2)AND SECTION 315 (1) OF THE
GERMAN COMMERCIAL CODE (HGB)
We confirm that, to the best of our knowledge and in accordance with the applicable accounting
principles, the consolidated financial statements of Hapag-Lloyd AG give a true and fair view of
the net asset, financial and earnings position of the Group and that the combined management
report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associatedwith the expected development of the Group.
Hamburg, 21 February 2023
Hapag-Lloyd Aktiengesellschaft
Executive Board

Rolf Habben Jansen

Donya-Florence AmerMark Frese

Dr. Maximilian Rothkopf

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I ndependent auditor ’ s report

INDEPENDENT AUDITOR’S REPORTTo Hapag-Lloyd Aktiengesellschaft, Hamburg

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
AND OF THE COMBINED MANAGEMENT REPORTOpinions
We have audited the consolidated financial statements of Hapag-Lloyd Aktiengesellschaft,
Hamburg, and its subsidiaries (the Group), which comprise the consolidated statement of financial
position as at 31 December 2022, and the consolidated income statement, the consolidated
statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from 1 January to 31 December 2022 andnotes to the consolidated financial statements, including a summary of significant accounting
policies. In addition, we have audited the management report of Hapag-Lloyd Aktiengesellschaft
and the Group (hereinafter referred to as the “combined management report“) for the financial
year from 1 January to 31 December 2022.
In accordance with German legal requirements, we have not audited the content of thosecomponents of the combined management report specified in the “Other Information“ sectionof our auditor‘s report.
In our opinion, on the basis of the knowledge obtained in the audit,• the accompanying consolidated financial statements comply, in all material respects, with
the IFRSs as adopted by the EU, and the additional requirements of German commercial
law pursuant to Section 315e (1) HGB [Handelsgesetzbuch: German Commercial Code]and, in compliance with these requirements, give a true and fair view of the assets, liabilities,
and financial position of the Group as at 31 December 2022, and of its financial performancefor the financial year from 1 January to 31 December 2022, and• the accompanying combined management report as a whole provides an appropriate view of
the Group‘s position. In all material respects, this combined management report is consistent
with the consolidated financial statements, complies with German legal requirements andappropriately presents the opportunities and risks of future development. Our opinion on the
combined management report does not cover the content of those components of the combined management report specified in the “Other Information“ section of the auditor‘s report.
Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any
reservations relating to the legal compliance of the consolidated financial statements andof the combined management report.

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Basis for the Opinions
We conducted our audit of the consolidated financial statements and of the combined management report in accordance with Section 317 HGB and the EU Audit Regulation No 537/2014(referred to subsequently as “EU Audit Regulation“) and in compliance with German Generally
Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor‘s Responsibilities for the Audit of theConsolidated Financial Statements and of the Combined Management Report“ section of ourauditor‘s report. We are independent of the group entities in accordance with the requirementsof European law and German commercial and professional law, and we have fulfilled our other
German professional responsibilities in accordance with these requirements. In addition, in
accordance with Article 10 (2)(f) of the EU Audit Regulation, we declare that we have not provided
non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that theevidence we have obtained is sufficient and appropriate to provide a basis for our opinions on
the consolidated financial statements and on the combined management report.
Key Audit Matters in the Audit of the Consolidated Financial Statements
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the financial year from 1 January
to 31 December 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide
a separate opinion on these matters.
Accounting for unfinished voyages
For further information on the accounting policies applied, please refer to the disclosures in thenotes to the consolidated financial statements under “Significant accounting policies – Realisationof income and expenses“ and “Notes to the consolidated income statement – (1) Revenue“.
The financial statement risk
Revenue for unfinished voyages is recognised by Hapag-Lloyd by reference to the voyage
progress at the reporting date. In determining voyage progress, the ratio of expenses incurred
up to the reporting date to the expected total expenses per voyage is relevant. Determining
the transport costs incurred in connection with the voyages unfinished as at the reporting date
and the margins underlying revenue recognition is a highly complex process.
There is the risk for the financial statements that revenue for unfinished voyages is not accurately
recognised in respect of the cut-off reporting date.
Our audit approach
We assessed the design, implementation and effectiveness of the controls that are to ensure
accurate recognition cut-off of revenue as at the reporting date. We assessed the accounting
policies applied by Hapag-Lloyd for revenue recognition in terms of their compliance with therequirements of IFRS 15. In addition, we assessed whether the policies defined by Hapag-Lloydfor recognition cut-off are appropriately structured to ensure the recognition of revenue on an

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I ndependent auditor ’ s report

accrual basis. We assessed the reliability of the analyses from the accounting system onan accrual basis by examining representative samples of the underlying documents andthe actual voyage data. We assessed the method of calculating the margins for revenue
recognition and the required cut-off procedures at the reporting date and inspected themodel for computational accuracy.
Our observations
Hapag-Lloyd‘s approach with respect to revenue recognition cut-off is appropriate.
Completeness, accuracy and measurement of right-of-use assets and lease liabilities
according to “IFRS 16 Leases“ in relation to ships and containers
With respect to the accounting methods used, please refer to the information in the notes tothe consolidated financial statements in the following sections: “Significant accounting policies –Leasing“, “Use of judgements and estimates – Determining the term of leases with extension
and termination options as well as the mutual right to terminate“ and “Explanatory notes on
the consolidated statement of financial position – (32) Leasing“.
The financial statement risk
As at 31 December 2022, right-of-use assets of EUR 2,613 million and lease liabilities of
EUR 2,660 million were recognised in the consolidated financial statements of Hapag-Lloyd AG.
Right-of-use assets and lease liabilities each account for 7 % of total assets and, thus, have amaterial effect on the Group‘s financial position and financial performance.
Due to the high volume of leases and the resulting transactions, the Company has set up groupwide processes and controls for the full and appropriate recognition of leases. The determinationof the lease term, the amount of the lease payments and the incremental borrowing rate used as
the discount rate may require judgement and be based on estimates.
There is the risk for the consolidated financial statements that the lease liabilities and right-of-use
assets are not recognised in full in the consolidated statement of financial position. In addition,
there is the risk that lease liabilities and right-of-use assets are not recognised and measured
in the correct amount.
Our audit approach
First, we gained an understanding of the process used to recognise and measure leases.
We assessed the appropriateness, setup and effectiveness of the controls established by
Hapag-Lloyd to ensure the complete and accurate determination of the data to measure anddetermine the carrying amounts of lease liabilities and right-of-use assets. Where IT processing
systems were used to determine and collect relevant data, we tested – with the involvementof our IT specialists – the effectiveness of the rules and procedures that relate to the relevant
IT applications and support the effectiveness of application controls.

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As part of our tests of details involving leases, we used contract documents on the basis ofrepresentative samples to assess whether the relevant data was correctly and fully determined.
Where judgements were made in determining the lease term, we examined whether the under­
lying assumptions were reasonable in view of the market conditions and risks in the industry
and consistent with other assumptions made in the financial statements.
With the involvement of our valuation experts, we compared the assumptions and data underlying
the incremental borrowing rates with our own assumptions and publicly available information.
We also assessed whether the calculation model for the interest rate is appropriate.
Our observations
Hapag-Lloyd has established appropriate procedures to recognise leases for the purposesof IFRS 16. The assumptions and data used for measuring lease liabilities and right-of-use
assets are appropriate overall.
Other Information
The Executive Board and/or the Supervisory Board are responsible for the other information.
The other information comprises the following components of the combined management report,
whose content was not audited:• the separate combined non-financial report of the Company and the Group referred
to in the combined management report, and• the combined corporate governance statement for the Company and the Group referred
to in the combined management report.
The other information also includes the remaining parts of the annual report.
The other information does not include the consolidated financial statements, the combined
management report information audited for content and our auditor‘s report thereon.
Our opinions on the consolidated financial statements and on the combined management report
do not cover the other information, and consequently we do not express an opinion or any otherform of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information and, in so doing,
to consider whether the other information• is materially inconsistent with the consolidated financial statements, with the combined
management report information audited for content or our knowledge obtained in the audit, or• otherwise appears to be materially misstated.

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I ndependent auditor ’ s report

Responsibilities of the Executive Board and the Supervisory Board for theConsolidated Financial Statements and the Combined Management Report
The Executive Board is responsible for the preparation of the consolidated financial statementsthat comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and that the consolidated
financial statements, in compliance with these requirements, give a true and fair view of theassets, liabilities, financial position, and financial performance of the Group. In addition, theExecutive Board is responsible for such internal control as they have determined necessary
to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriationof assets) or error.
In preparing the consolidated financial statements, the Executive Board is responsible forassessing the Group‘s ability to continue as a going concern. They also have the responsibility
for disclosing, as applicable, matters related to going concern. In addition, they are responsible
for financial reporting based on the going concern basis of accounting unless there is an intention
to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.
Furthermore, the Executive Board is responsible for the preparation of the combined management
report that, as a whole, provides an appropriate view of the Group‘s position and is, in all material
respects, consistent with the consolidated financial statements, complies with German legal
requirements, and appropriately presents the opportunities and risks of future development.
In addition, the Executive Board is responsible for such arrangements and measures (systems)
as they have considered necessary to enable the preparation of a combined management reportthat is in accordance with the applicable German legal requirements, and to be able to provide
sufficient appropriate evidence for the assertions in the combined management report.
The Supervisory Board is responsible for overseeing the Group‘s financial reporting process forthe preparation of the consolidated financial statements and of the combined management report.
Auditor‘s Responsibilities for the Audit of the Consolidated Financial Statements
and of the Combined Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and whether the combined management report as a whole provides an appropriate view of theGroup’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements
and appropriately presents the opportunities and risks of future development, as well as to issue
an auditor’s report that includes our opinions on the consolidated financial statements and on the
combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conductedin accordance with Section 317 HGB and the EU Audit Regulation and in compliance withGerman Generally Accepted Standards for Financial Statement Audits promulgated by theInstitut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements

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I ndependent auditor ’ s report259

can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basisof these consolidated financial statements and this combined management report.
We exercise professional judgement and maintain professional scepticism throughout the audit.
We also:• Identify and assess the risks of material misstatement of the consolidated financial statements
and of the combined management report, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinions. The risk of not detecting a material misstatement
resulting from fraud is higher than the risk of not detecting a material misstatement resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal controls.
• Obtain an understanding of internal control relevant to the audit of the consolidated financial
statements and of arrangements and measures (systems) relevant to the audit of the com­bined management report in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness ofthese systems.
• Evaluate the appropriateness of accounting policies used by the Executive Board andthe reasonableness of estimates made by the Executive Board and related disclosures.
• Conclude on the appropriateness of the Executive Board‘s use of the going concern basisof accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group‘s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in the auditor‘s report to the related disclosures in the consolidated
financial statements and in the combined management report or, if such disclosures are
inadequate, to modify our respective opinions. Our conclusions are based on the audit
evidence obtained up to the date of our auditor‘s report. However, future events or conditions
may cause the Group to cease to be able to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present theunderlying transactions and events in a manner that the consolidated financial statements givea true and fair view of the assets, liabilities, financial position and financial performanceof the Group in compliance with IFRSs as adopted by the EU and the additional requirementsof German commercial law pursuant to Section 315e (1) HGB.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express opinions on the consolidated financial
statements and on the combined management report. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our
opinions.

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I ndependent auditor ’ s report• Evaluate the consistency of the combined management report with the consolidated financial
statements, its conformity with [German] law, and the view of the Group‘s position it provides.
• Perform audit procedures on the prospective information presented by the Executive Boardin the combined management report. On the basis of sufficient appropriate audit evidence weevaluate, in particular, the significant assumptions used by the Executive Board as a basis forthe prospective information, and evaluate the proper derivation of the prospective informationfrom these assumptions. We do not express a separate opinion on the prospective informationand on the assumptions used as a basis. There is a substantial unavoidable risk that future
events will differ materially from the prospective information.
We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied withthe relevant independence requirements, and communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable,
the actions taken or safeguards applied to eliminate independence threats.
From the matters communicated with those charged with governance, we determine thosematters that were of most significance in the audit of the consolidated financial statementsof the current period and are therefore the key audit matters. We describe these matters in
our auditor‘s report unless law or regulation precludes public disclosure about the matter.

OTHER LEGAL AND REGULATORY REQUIREMENTS
Report on the Assurance on the Electronic Rendering of the Consolidated Financial
Statements and the Combined Management Report Prepared for Publication Purposesin Accordance with Section 317 (3a) HGB
We have performed assurance work in accordance with Section 317 (3a) HGB to obtain reasonableassurance about whether the rendering of the consolidated financial statements and the combined
management report “hapaglloydag-2022-12-31-de.zip” (SHA 256-Hashwert: 131acb 8b73978
ac231297f02b6ca18f4bf57b35d76eb3428da03ee8a0ab1e6a0) made available and prepared for
publication purposes complies in all material respects with the requirements of Section 328 (1)HGB for the electronic reporting format (“ESEF format“). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the
consolidated financial statements and the combined management report into the ESEF format
and therefore relates neither to the information contained in these renderings nor to any otherinformation contained in the file identified above.
In our opinion, the rendering of the consolidated financial statements and the combined management report contained in the electronic file made available, identified above and prepared for
publication purposes complies in all material respects with the requirements of Section 328(1) HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinion

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on the accompanying consolidated financial statements and the accompanying combined
management report for the financial year from 1 January to 31 December 2022 contained in the“Report on the Audit of the Consolidated Financial Statements and the Combined Management
Report“ above, we do not express any assurance opinion on the information contained withinthese renderings or on the other information contained in the file identified above.
We conducted our assurance work on the rendering of the consolidated financial statements
and the combined management report contained in the file made available and identified abovein accordance with Section 317 (3a) HGB and the IDW Assurance Standard: Assurance Workon the Electronic Rendering of Financial Statements and Management Reports Prepared for
Publication Purposes in Accordance with Section 317 (3a) HGB (IDW AsS 410 (06.2022)).
Our responsibility in accordance therewith is further described below. Our audit firm applies
the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit
Firms (IDW QS 1).
The Company‘s Executive Board is responsible for the preparation of the ESEF documents
including the electronic rendering of the consolidated financial statements and the combined
management report in accordance with Section 328 (1) sentence 4 item 1 HGB and for thetagging of the consolidated financial statements in accordance with Section 328 (1) sentence 4
item 2 HGB.
In addition, the Company‘s Executive Board is responsible for such internal control that they haveconsidered necessary to enable the preparation of ESEF documents that are free from material
intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for theelectronic reporting format.
The Supervisory Board is responsible for overseeing the process of preparing the ESEF
documents as part of the financial reporting process.
Our objective is to obtain reasonable assurance about whether the ESEF documents are freefrom material intentional or unintentional non-compliance with the requirements of Section 328(1) HGB. We exercise professional judgement and maintain professional scepticism throughout
the assurance work. We also:• Identify and assess the risks of material intentional or unintentional non-compliance with therequirements of Section 328 (1) HGB, design and perform assurance procedures responsive
to those risks, and obtain assurance evidence that is sufficient and appropriate to provide abasis for our assurance opinion.
• Obtain an understanding of internal control relevant to the assurance on the ESEF documents
in order to design assurance procedures that are appropriate in the circumstances, but notfor the purpose of expressing an assurance opinion on the effectiveness of these controls.
• Evaluate the technical validity of the ESEF documents, i.e. whether the file made available
containing the ESEF documents meets the requirements of the Delegated Regulation (EU)2019/815, as amended as at the reporting date, on the technical specification for thiselectronic file.

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I ndependent auditor ’ s report• Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent tothe audited consolidated financial statements and the audited combined management report.
• Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL)in accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU)2019/815, as amended as at the reporting date, enables an appropriate and complete
machine-readable XBRL copy of the XHTML rendering.
Further Information pursuant to Article 10 of the EU Audit Regulation
We were elected as group auditor at the annual general meeting on 25 May 2022. We were
engaged by the Chairman of the Audit and Financial Committee of the Supervisory Board on
10 August 2022. We have been the group auditor of Hapag-Lloyd without interruption since
financial year 2015.
We declare that the opinions expressed in this auditor‘s report are consistent with the additional
report to the Audit Committee pursuant to Article 11 of the EU Audit Regulation (long-form audit
report).

OTHER MATTER – USE OF THE AUDITOR‘S REPORTOur auditor‘s report must always be read together with the audited consolidated financial
statements and the audited combined management report as well as the examined ESEF
documents. The consolidated financial statements and combined management reportconverted to the ESEF format – including the versions to be entered in the company register –are merely electronic renderings of the audited consolidated financial statements and the audited
combined management report and do not take their place. In particular, the ESEF report andour assurance opinion contained therein are to be used solely together with the examined ESEF
documents made available in electronic form.

GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENTThe German Public Auditor responsible for the engagement is Dr. Victoria Röhricht.
Hamburg, 27 February 2023
KPMG AG
Wirtschaftsprüfungsgesellschaft
Modder				Dr. Röhricht
German Public Auditor		

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German Public AuditorF inancial C alendar

263

FINANCIAL CALENDAR
3 MAY 2023
Annual general meeting
11 MAY 2023
Publication of quarterly financial report Q1 2023
10 AUGUST 2023
Publication of quarterly financial report H1 2023
9 NOVEMBER 2023
Publication of quarterly financial report 9M 2023

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I mprint

IMPRINT
Hapag-Lloyd AG
Ballindamm 25
20095 Hamburg
Investor Relations
Phone:+49 40 3001 – 2896

Email:

ir@hlag.com

Corporate Communications
Phone:+49 40 3001 – 2529

Email:

presse@hlag.com

Consulting, concept and layout
Hapag-Lloyd Corporate Communications
Silvester Group, Hamburg
www.silvestergroup.com
Translation
EnglishBusiness GmbHwww.englishbusiness.de

www.hapag-lloyd.com

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Hapag-Lloyd, March 2023

www.hapag-lloyd.com