Company: Hamburger Hafen und Logistik AG
Industry: Logistics
Country: Germany
Sector: Industrials
Company type: Stock corporation
Revenue (EUR): 1600000000
Employees: 6906

Reported EU Taxonomy activities:
Electricity generation using solar photovoltaic technology
Freight rail transport
Infrastructure for rail transport
Infrastructure enabling low carbon water transport
Acquisition and ownership of buildings

EU Taxonomy KPIs (currency: EUR, units: millions)
Turnover:
totalTurnover: value: 1446.8
percentage: 100%
eligibleTurnover: value: 1386.1
percentage: 95.8%
alignedTurnover: value: 1147.1
percentage: 79.3%
nonEligibleTurnover: value: 60.6
percentage: 4.2%
CapEx:
totalCapex: value: 350.1
percentage: 100%
eligibleCapex: value: 327.6
percentage: 93.6%
alignedCapex: value: 303.8
percentage: 86.8%
nonEligibleCapex: value: 22.5
percentage: 6.4%
OpEx:
totalOpex: value: 183.8
percentage: 100%
eligibleOpex: value: 169.4
percentage: 92.2%
alignedOpex: value: 150.6
percentage: 81.9%
nonEligibleOpex: value: 14.4
percentage: 7.8%

{0}------------------------------------------------

# **Annual Report 2023** Hamburger Hafen und

Logistik Aktiengesellschaft

{1}------------------------------------------------

**Management report**

Image /page/1/Picture/4 description: The image shows a container segment with two people wearing hard hats and safety vests standing on a platform. In the lower right corner, there is a circle with the text "49 % Share of revenue".

**HHLA's container terminals** link ships, rail networks and trucks to create an efficient transport chain. The terminals in Hamburg form the most important European hub between Asia and Central/Eastern Europe. HHLA also operates a container terminal in Odessa in Ukraine, in the Estonian port of Muuga near Tallinn and in Trieste in Italy.

### **Revenue** in € million

Image /page/1/Figure/7 description: The image is a bar chart comparing values for 2023 and 2022. The value for 2023 is 708.8, represented by a dark blue bar. The value for 2022 is 864.2, represented by a lighter blue bar.

Image /page/1/Picture/8 description: The image shows a man in a control room overlooking a container yard. The text "Intermodal segment" is in the upper left corner. A circle in the lower right corner contains the text "43 % Share of revenue".

**HHLA's rail companies** operate a comprehensive transport and terminal network for container transport and connect ports on the North Sea, Baltic Sea and Northern Adriatic with their hinterland. Truck transport in the local area and in European long-distance traffic as well as transhipments within the Port of Hamburg round off the service portfolio.

### **Revenue** in € million

Image /page/1/Figure/11 description: This image shows a bar chart comparing values for 2023 and 2022. The value for 2023 is 620.5, and the value for 2022 is 595.4.

Image /page/1/Picture/12 description: The image shows a row of white vans parked in a logistics segment. In the background, there are cranes and shipping containers. The text "Logistics segment" is in the upper left corner of the image. The text "5 % Share of revenue" is in the lower right corner of the image.

In this segment, HHLA pools a wide range of **port-related services** such as dry bulk, vehicle and fruit logistics. Process automation, air-based logistics services and other digital services for the intermodal sector complete the range of services. HHLA also markets its expertise in infrastructure and project development worldwide.

#### **Revenue** in € million

Image /page/1/Figure/15 description: The image shows a bar chart comparing values for 2023 and 2022. The value for 2023 is 78.2, represented by a dark blue bar. The value for 2022 is 77.6, represented by a lighter blue bar.

With the long-term development of the landmarked Speicherstadt historical warehouse district as well as the Hamburg Fish Market on the banks of the River Elbe in Altona, HHLA is committed to a **site development** that is in line with the market and geared towards sustainability.

#### **Revenue** in € million

Share of revenue

**3 %**

Image /page/1/Figure/18 description: This image shows a bar chart comparing two values. In 2023, the value is 46.5, represented by a dark blue bar. In 2022, the value is 44.1, represented by a lighter blue bar.

**Real Estate segment**

{2}------------------------------------------------

# Financial key figures

### HHLA Group

| in € million                                  |  | HHLA Group |            |          |
|-----------------------------------------------|--|------------|------------|----------|
|                                               |  | 2023       | 2022       | Change   |
| Revenue and earnings                          |  |            |            |          |
| Revenue                                       |  | 1,446.8    | 1,578.4    | - 8.3 %  |
| EBITDA                                        |  | 287.8      | 396.3      | - 27.4 % |
| EBITDA margin in %                            |  | 19.9       | 25.1       | - 5.2 pp |
| EBIT                                          |  | 109.4      | 220.4      | - 50.4 % |
| EBIT margin in %                              |  | 7.6        | 14.0       | - 6.4 pp |
| Group profit after tax                        |  | 42.4       | 133.1      | - 68.2 % |
| Group profit after tax and minority interests |  | 20.0       | 92.7       | - 78.5 % |
| Cash flow statement and investments           |  |            |            |          |
| Cash flow from operating activities           |  | 224.4      | 279.3      | - 19.7 % |
| Investments                                   |  | 314.0      | 203.1      | 54.6 %   |
| Value added                                   |  |            |            |          |
| Net value added                               |  | 644.0      | 774.6      | - 16.9 % |
| Performance data                              |  |            |            |          |
| Container throughput in thousand TEU          |  | 5,917      | 6,396      | - 7.5 %  |
| Container transport in thousand TEU           |  | 1,602      | 1,694      | - 5.4 %  |
| in € million                                  |  | 31.12.2023 | 31.12.2022 | Change   |
| Balance sheet                                 |  |            |            |          |
| Balance sheet total                           |  | 3,010.2    | 2,770.9    | 8.6 %    |
| Equity                                        |  | 807.3      | 873.3      | - 7.6 %  |
| Equity ratio in %                             |  | 26.8       | 31.5       | - 4.7 pp |

#### HHLA subgroups

|                                         | Port Logistics subgroup1, 2 |         |          | Real Estate subgroup1, 3 |      |          |
|-----------------------------------------|-----------------------------|---------|----------|--------------------------|------|----------|
| in € million                            | 2023                        | 2022    | Change   | 2023                     | 2022 | Change   |
| Revenue                                 | 1,408.9                     | 1,542.3 | - 8.6 %  | 46.5                     | 44.1 | 5.3 %    |
| EBITDA                                  | 262.0                       | 369.6   | - 29.1 % | 25.8                     | 26.6 | - 3.1 %  |
| EBITDA margin in %                      | 18.6                        | 24.0    | - 5.4 pp | 55.5                     | 60.3 | - 4.8 pp |
| EBIT                                    | 92.9                        | 201.6   | - 53.9 % | 16.1                     | 18.4 | - 12.5 % |
| EBIT margin in %                        | 6.6                         | 13.1    | - 6.5 pp | 34.7                     | 41.8 | - 7.1 pp |
| Profit after tax and minority interests | 8.7                         | 82.1    | - 89.4 % | 11.3                     | 10.6 | 6.3 %    |
| Earnings per share in €4                | 0.12                        | 1.13    | - 89.4 % | 4.17                     | 3.93 | 6.3 %    |
| Dividend per share in €5                | 0.08                        | 0.75    | - 89.3 % | 2.20                     | 2.20 | 0.0 %    |

1 Before consolidation between subgroups

2 Listed class A shares

3 Non-listed class S shares

4 Basic and diluted

5 Dividend proposal for 2023

{3}------------------------------------------------

# Non-financial key figures

### Ecology

|                                                                                | 2023   | 2022    | Change   |
|--------------------------------------------------------------------------------|--------|---------|----------|
| CO₂e emissions incl. electricity from renewable energies<br>in thousand tonnes | 105.5  | 118.2   | - 10.7 % |
| Direct CO₂e emissions (Scope 1 emissions)                                      | 51.7   | 65.4    | - 20.9 % |
| Indirect CO₂e emissions (Scope 2 emissions)                                    | 53.7   | 52.8    | 1.7 %    |
| Diesel, petrol and heating oil in million l                                    | 18.3   | 23.2    | - 21.1 % |
| Natural1 gas in million m3                                                     | 1.5    | 1.7     | - 11.8 % |
| Electricity in million kWh                                                     | 352.9  | 356.2   | - 0.9 %  |
| of which electricity from renewables in million kWh                            | 207.4  | 190.4   | 8.9 %    |
| District heating in million kWh                                                | 3.3    | 3.9     | - 15.4 % |
| District heating from renewable energy in million kWh                          | 2.4    | 2.8     | - 14.3 % |
| Water consumption in m3                                                        | 95,613 | 106,693 | - 10.4 % |
| Volumes of waste2 in tonnes                                                    | 8,543  | 8,635   | - 1.1 %  |
| thereof non-hazardous waste                                                    | 7,171  | 6,480   | 10.7 %   |
| thereof hazardous waste                                                        | 1,372  | 2,155   | - 36.3 % |

### Employees

|                                                                         | 31.12.2023 | 31.12.2022 | Change   |
|-------------------------------------------------------------------------|------------|------------|----------|
| Number of employees                                                     | 6,789      | 6,641      | 2.2 %    |
| Number of recruitments2                                                 | 157        | 185        | - 15.1 % |
| Average employment period in Germany in years                           | 16.1       | 15.8       | 1.9 %    |
| Average employment period outside Germany in years                      | 7.0        | 8.2        | - 14.6 % |
| Fluctuation rate in Germany in %                                        | 5.6        | 5.4        | 0.2 %    |
| Fluctuation rate outside Germany in %                                   | 9.3        | 10.0       | - 0.7 %  |
| Expenditure on educating and training3<br>in € million                  | 5.0        | 5.1        | - 2.0 %  |
| Number of notifiable accidents3<br>(excluding accidents when commuting) | 89.0       | 89.0       | 0.0 %    |
| Loss time injury rate2<br>per 1 million working hours                   | 11.8       | 11.8       | 0.0 %    |

1 Consumption of natural gas and traction current partly estimated

2 In Germany

3 In Hamburg

{4}------------------------------------------------

# Contents

| To our stakeholders                            | 6   |
|------------------------------------------------|-----|
| Foreword                                       | 7   |
| Members of the Executive Board                 | 10  |
| Report of the Supervisory Board                | 11  |
| Members of the Supervisory Board               | 20  |
| HHLA share                                     | 21  |
| Combined management report                     | 27  |
| About this report                              | 28  |
| Basic Group information                        | 30  |
| Strategy and management                        | 50  |
| Economic report                                | 56  |
| Risks, opportunities and forecast              | 81  |
| Non-financial statement                        | 102 |
| Ecology                                        | 108 |
| EU taxonomy                                    | 118 |
| Society                                        | 132 |
| Corporate Governance                           | 147 |
| Consolidated financial statements              | 179 |
| Income statement                               | 180 |
| Statement of comprehensive income              | 180 |
| Balance sheet                                  | 183 |
| Cash flow statement                            | 186 |
| Statement of changes in equity                 | 189 |
| Segment report                                 | 192 |
| Notes to the consolidated financial statements | 193 |
| Assurance of the legal representatives         | 289 |
| Annual financial statements of HHLA AG         | 290 |
| Independent auditor's report                   | 293 |
| Audit opinion                                  | 304 |
| Further information                            | 308 |
| Multi-year overview                            | 309 |
| Glossary                                       | 310 |
| Editorial notes                                | 315 |
| Financial calendar                             | 316 |
| Imprint                                        | 317 |

Image /page/4/Picture/7 description: The image shows a computer screen displaying the homepage of the HHLA Annual Report 2023 website. The website features the HHLA logo and the title "Annual Report 2023" prominently at the top. Below the title, there is a navigation menu with options such as "Focus," "To our stakeholders," "Management report," "Financial statements," and "Further information." A search icon and a language selection option (DE) are also visible in the top right corner. The main content area of the homepage features a scenic image of a port with numerous shipping containers and cranes. Overlaid on the image are the words "Annual Report 2023" in large, bold text. Below the title, there are three buttons labeled "All at a glance," "Key figures analyses," and "Downloads." At the bottom of the image, there is a button labeled "DISCOVER THE REPORT" with a downward-pointing arrow.

This Annual Report was published as an online report on 21 March 2024:

[report.hhla.de/annual-report-2023](https://report.hhla.de/annual-report-2023/)

{5}------------------------------------------------

Image /page/5/Picture/4 description: The image is a geometric pattern of white lines forming triangles against a blue background. The lines are thin and crisp, creating a network of interconnected shapes. The blue background has a gradient effect, with the color appearing lighter at the top and gradually darkening towards the bottom. The overall impression is a modern, abstract design.

# To our stakeholders

| Foreword                         | 7  |
|----------------------------------|----|
| Members of the Executive Board   | 10 |
| Report of the Supervisory Board  | 11 |
| Members of the Supervisory Board | 20 |
| HHLA share                       | 21 |

{6}------------------------------------------------

## Foreword

Image /page/6/Picture/5 description: This image shows a portrait of Angela Titzrath, who is identified as the Chief Executive Officer. She is a fair-skinned woman with short, light blonde hair styled back from her face. She has blue eyes and is smiling slightly, revealing her teeth. She is wearing a dark navy blue blazer over a white blouse. The background is a blurred, neutral gray, suggesting an office setting with windows. A dark blue bar with white text identifying her name and title is at the bottom left of the image.

View the video statement by the Chairwoman of the Executive Board in the [online Annual Report](https://report.hhla.de/annual-report-2023/to-our-stakeholders/foreword.html) .

## Dear shareholders,

The global economy faced major challenges in 2023. The ongoing war in Ukraine, the military escalation in the Middle East, rising geopolitical tensions, high inflation and interest rate hikes all impacted the economy and continued to impede the recovery from the pandemic. Over the course of the year, the outlook became increasingly gloomy, with economic growth in Germany even turning negative towards the end of 2023.

Undaunted by this challenging environment, HHLA continued to pursue one of the biggest transformation programmes for its Hamburg facilities in decades – in the firm belief that now is the right time to invest in a successful future and the resilience of its business model. For example, Germany's largest container terminal at Burchardkai is currently being retrofitted during day-to-day operations to automate the storage crane systems and horizontal transport. At the same time, new control software is being installed at all terminals in order to network the entire handling process, while our corporate functions continue to digitalise their workflows and make preparations for the switch to the new SAP generation S/4HANA. In the past year, we also pressed ahead with new growth areas and sustainability initiatives as part of our mission to become climate-neutral. In our view, these are decisive competitive factors and key differentiators for the future.

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While the above-mentioned economic weakness resulted in even lower throughput volumes than anticipated at the beginning of the year, there were inflation-induced cost hikes for materials, maintenance and personnel. This is clearly reflected in the company's earnings during this transition phase of the transformation process. The forecasts issued by leading economic research institutes for 2024 are equally cautious. Added to this are changes in the logistics industry, such as the restructuring of shipping company alliances, which present both new challenges but also new opportunities for HHLA.

## Undaunted by the challenging environment, HHLA continued to press ahead with its investments in modernisation, sustainability initiatives and new growth areas in 2023.

Angela Titzrath, Chairwoman of the Executive Board

Against the backdrop of these developments, we also evaluated the announcement by the Free and Hanseatic City of Hamburg – the majority owner of HHLA – that the company should be controlled jointly in future with Mediterranean Shipping Company (MSC) via Port of Hamburg Beteiligungsgesellschaft SE. To this end, the City of Hamburg declared its intention in September 2023 to maintain a 50.1 percent share while MSC would hold a share of up to 49.9 percent. In accordance with this agreement, MSC made a voluntary public takeover bid to our shareholders in October, which we, the Executive Board of HHLA, closely examined together with the Supervisory Board before issuing our detailed assessment in the form of a "reasoned statement". After weighing up many important aspects and taking into account an external "fairness opinion", the Executive Board and Supervisory Board announced their recommendation to accept the offer.

One prerequisite for this recommendation was that the meetings between the City of Hamburg and MSC succeeded in achieving a shared understanding of how HHLA and its business model can be safeguarded over the long term. In a preliminary agreement on this matter, HHLA received various commitments: € 450 million of additional equity to strengthen the transformation process already underway, significant commitments regarding the workforce, and a commitment to uphold the neutrality of the business model, as well as the strategy and investment planning.

Subject to conditions precedent, such as approval by the Hamburg Parliament, the transaction will be completed in mid-2024. At the time of writing this report, not all conditions had yet been met. In general, we regard this offer as proof of the attractiveness of HHLA as a European logistics company with a unique network of seaport terminals, hinterland connections and intermodal hubs.

{8}------------------------------------------------

Despite all the economic obstacles, HHLA continued to drive its corporate development in 2023. We not only put new storage crane systems into operation in Hamburg but also developed a new digital solution for trucks entering our terminals. In Tallinn, we joined forces with FERNRIDE to test an innovative system for self-driving vehicles. Our sustainability efforts also made good progress: we now offer more European connections via our rail subsidiary METRANS in order to shift even more goods from the road to more eco-friendly railway transport. And together with our partners, we began work to provide container ships in the Port of Hamburg with shore-side electricity. These activities underline our efforts to secure the company's future success while promoting the development of sustainable, innovative solutions for the logistics landscape of the future. As challenging as these uncertain times may be, they also present us with a wealth of opportunities.

Yours,

A. Titzmouth

Angela Titzrath Chairwoman of the Executive Board

{9}------------------------------------------------

## Members of the Executive Board

Image /page/9/Picture/5 description: A professional headshot of a woman with fair skin and short white hair, wearing a dark blue blazer over a white blouse. She is smiling and has her arms crossed. She is standing in front of a window.

Image /page/9/Picture/6 description: A woman with short brown hair and glasses is smiling in front of a window. She is wearing a white shirt and a dark blue blazer.

Image /page/9/Picture/7 description: A portrait shot of a middle-aged man in a suit and white shirt. He is fair-skinned with short, thinning brown hair and a slight smile. The background is blurred, but appears to be an office setting with glass walls or windows.

Image /page/9/Picture/8 description: A portrait shot of a man with graying hair and a beard, wearing a dark gray suit jacket over a white dress shirt. He is smiling slightly and looking directly at the camera. Behind him is a blurred background that appears to be an office setting with a window or glass wall, and a shadow of a person is visible on the wall.

### Angela Titzrath

Chief Executive Officer

- Corporate development
- Corporate communications
- Sustainability
- Container sales
- Intermodal segment
- Logistics segment

### Annette Walter

Member of the Executive Board 1

- Finance and controlling
- Investor relations
- Internal audit
- Real Estate segment
- Organisation

#### Jens Hansen

Member of the Executive Board

- Operations <sup>2</sup>
- Engineering <sup>2</sup>
- Information systems

### Torben Seebold

Member of the Executive Board

- Director of labor relations
- Purchasing and materials management ■
- Health and safety in the workplace ■
- Legal and insurance
- Compliance

#### Tanja Dreilich

Member of the Executive Board 3

- Finance and controlling
- Investor relations
- Internal audit
- Real Estate segment
- Organisation

 Since 1 January 2024 excluding Real Estate, for the Intermodal and Logistics segments in consultation with the Chief Executive Officer Until 31 July 2023

{10}------------------------------------------------

## Report of the Supervisory Board

Image /page/10/Picture/5 description: A portrait of Prof. Dr. Rüdiger Grube, Chairman of the Supervisory Board, is shown. He is an older man with white hair and glasses, wearing a white shirt and a dark blue suit jacket. He is positioned on the right side of the image, with a dark gray background. On the left side of the image, there is a dark blue rectangle with the text "Prof. Dr. Rüdiger Grube" and "Chairman of the Supervisory Board" in white.

## Dear shareholders,

Financial year 2023 was a challenging year. The ongoing war in Ukraine, geopolitical tensions, inflation and rising interest rates dampened consumer and industrial demand and hindered the global economic recovery in the aftermath of the pandemic – and the impact of these effects was felt clearly by HHLA. A further key event in the past financial year was the agreement between the City of Hamburg and MSC Mediterranean Shipping Company S.A., Switzerland (MSC), that saw MSC acquire a stake of up to 49.9 % in HHLA after submitting a voluntary public takeover bid for the HHLA shares via Port of Hamburg Beteiligungsgesellschaft SE.

These and other events shaped the work of the Supervisory Board during the reporting period. Against this backdrop, the Supervisory Board dutifully fulfilled the responsibilities entrusted to it by law, the company's articles of association and rules of procedure, and the German Corporate Governance Code (GCGC) with the necessary diligence. Having continuously monitored the Executive Board's management of business and provided advice on the company's strategic development and on key individual measures, we concluded that the management of the company and its internal control and risk management system is lawful, proper and appropriate.

{11}------------------------------------------------

## Cooperation with the Executive Board

The Supervisory Board was involved in all decisions of major significance for the company. The Executive Board provided us with regular, prompt and comprehensive information on all major developments, in particular regarding the situation of the company and the Group, corporate planning, fundamental issues of company policy and strategy, investment plans and personnel. All measures for which the approval of the Supervisory Board or one of its committees was required by law, the articles of association or the Executive Board's code of practice were submitted on time. After conducting their own review and discussions with the Executive Board, the Supervisory Board or its committees approved all such measures. As Chairman of the Supervisory Board, I was also in regular contact with the Executive Board, and particularly the Chief Executive Officer, between meetings. I was informed about planning and strategy, the current business situation, significant transactions, the risk position, risk management and compliance.

## The work of the Supervisory Board

The Supervisory Board held four ordinary meetings and seven special meetings in the 2023 financial year. At the ordinary meetings, we regularly look at the current revenue, earnings and liquidity trend as well as the current business situation of the company and the individual segments, including the risk position, risk management and compliance. During the meetings, the Executive Board informed the Supervisory Board about the economic, financial and strategic position of the company and the Group, as well as the company's strategy and significant developments and events. Issues relating to IT security and sustainability, particularly with regard to the monitoring of environmental and social sustainability measures in strategic alignment and corporate planning, are also regularly discussed. In addition, the Management Board regularly reported to us during the reporting period on the effects of the ongoing war in Ukraine on our terminal in Odessa.

The other focal points of the meetings during the reporting period can be summarised as follows:

The financial statements meeting held on 21 March 2023 focused as scheduled on the auditing and approval of HHLA's annual financial statements, including the individual divisional financial statements for the A and S divisions, the consolidated financial statements (including subgroup financial statements), the combined management report of HHLA and the Group, the Supervisory Board report, the reports on transactions with related parties and on the relationship between the A and S divisions, the separate non-financial report and remuneration report, each for the 2022 financial year, as well as the format and agenda for the 2023 Annual General Meeting, including the Executive Board's proposal on the appropriation of profit and the candidates proposed for the election of the auditor for the 2023 financial year. Representatives of the auditor attended the meeting, reported on the main results of their audit and were available to answer questions. At this meeting, we also discussed the stake held by COSCO SHIPPING Ports Limited (CSP) in Container Terminal Tollerort (CTT) and the further expansion of our terminal in Trieste.

{12}------------------------------------------------

The first special meeting on 27 April 2023 was also used to discuss the stake held by CSP in CTT, in particular the status of its approval under foreign trade law. This approval was granted following the meeting on 10 May 2023 so that the transaction could be completed.

At our second ordinary meeting on 24 May 2023, we primarily focused on preparations for the upcoming Annual General Meeting and various other current topics, including the various geopolitical crises and sluggish economic growth. Other topics included Executive Board and Supervisory Board matters, including preparations for the self-assessment of the Supervisory Board, which was carried out in the following months.

The special meeting on 7 June 2023 dealt mainly with the premature departure of Tanja Dreilich from the Executive Board. The result was that Tanja Dreilich and HHLA came to an amicable understanding that she would leave the company as of the end of 2023 and would step down from her position as member of the Executive Board with effect from 30 June 2023 in order to take on new professional challenges.

At a further special meeting on 30 June 2023, we primarily discussed the matter of finding a successor for the position of Chief Financial Officer, as well as the self-assessment of the Supervisory Board's work.

Significant topics covered during the ordinary meeting on 30 August 2023 were a discussion of the current business development, particularly the effects on HHLA of sluggish economic growth and the various geopolitical tensions, as well as the status of the implementation of the efficiency programme in the Container segment.

The progress made in implementing the Container segment's efficiency programme was also a focal point of our strategy meeting on 5 September 2023. A further area of focus was HHLA's sustainability strategy, which we discussed in detail. Finally, we also revisited the topic of finding a successor to the Chief Financial Officer during this meeting.

The special meetings on 13 September 2023 and 27 September 2023 dealt with MSC's intention to acquire a stake of up to 49.9 % in HHLA – which remains (indirectly) majorityowned by the City of Hamburg with a stake of at least 50.1 % – and to this end to submit a voluntary public takeover offer for the HHLA shares via its subsidiary Port of Hamburg Beteiligungsgesellschaft SE. At the meeting on 27 September 2023, we decided to establish an equally representated Takeover Committee. The reason for setting up this Takeover Committee was that MSC's and the City of Hamburg's intention for MSC to acquire a stake in HHLA would likely lead to potential conflicts of interest for Supervisory Board members employed by the City of Hamburg or Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV) – namely, Dr. Isabella Niklas, Andreas Rieckhof and Dr. Sibylle Roggencamp. In order to ensure an impartial and independent assessment of the takeover bid and its consequences, we decided that the Takeover Committee composed of independent members would advise and make final decisions on all matters pertaining to the takeover bid, in place of the Supervisory Board. This related in particular to the preparation and adoption of the reasoned opinion on the takeover bid to be submitted by the Executive Board and Supervisory Board, as well as the approval to conclude a binding preliminary contract for a Business Combination Agreement between HHLA, the bidder and its sole shareholder at the time, SAS Shipping Agencies Services Sàrl (SAS), as well as HGV, that

{13}------------------------------------------------

sets out the common understanding of key areas regarding the long-term preservation of HHLA and its business model and that contains key commitments to HHLA. The Takeover Committee comprises three independent representatives of the shareholders,

Prof. Dr. Rüdiger Grube, Dr. Norbert Kloppenburg and Prof. Dr. Burkhard Schwenker, and three representatives of the employees, Berthold Bose, Holger Heinzel and Stefan Koop.

At our final ordinary meeting on 14 December 2023, we dealt with the budget for 2024, the medium-term planning for the period from 2025 to 2028, the findings of the risk and opportunity inventory, and the declaration of compliance with the GCGC. Other topics included, in particular, the adoption of a framework for guarantees in connection with subsidies, approval for the granting of a power of attorney, a discussion of the Group's funding situation and an investment project, as well as Executive Board and Supervisory Board matters.

At the last special meeting on 29 December 2023, we dealt with Executive Board matters and specifically the imminent inauguration of Annette Walter as Chief Financial Officer and the extension of Angela Titzrath's term of office for a further five years.

Ordinary meetings are attended by all members of the Supervisory Board and, as a rule, also by the members of the Executive Board. However, the Supervisory Board also meets routinely without the Executive Board, particularly when Executive Board matters or internal Supervisory Board topics are to be discussed. The auditor's reports also give the Supervisory Board the opportunity to discuss topics with the auditor without the Executive Board being present.

No conflicts of interest regarding members of the Executive Board arose during the reporting period. As mentioned above, the Supervisory Board set up a Takeover Committee to deal with issues arising from the intention of MSC and the City of Hamburg for MSC to acquire a stake in HHLA and the resulting potential conflicts of interests. The Supervisory Board does not include any former members of the company's Executive Board.

## Committee work

The Supervisory Board has set up a total of six standing committees: the Finance Committee, the Audit Committee, the Real Estate Committee, the Personnel Committee, the Nomination Committee and the Arbitration Committee. Furthermore, as mentioned above, the Supervisory Board set up an additional committee – the Takeover Committee – in September 2023 in order to handle MSC's intention to acquire a stake in HHLA.

Following any committee work, the chairs report to the Supervisory Board about the committees' activities. With the exception of the Nomination Committee, all of the committees include an equal number of shareholder and employee representatives. Corporate governance declaration

The Finance Committee held four meetings during the 2023 financial year. At each regular meeting, the Committee deals with the Group's financial performance and its general financial and earnings position. Furthermore, as in the December meeting, it is also concerned with the preliminary review of the budget for the coming year and the relevant medium-term planning. The Finance Committee is also responsible for the preliminary review of major

{14}------------------------------------------------

financing, investment and participation plans. Major topics during the reporting period were various investment projects, the further expansion of our terminal in Trieste, Group financing measures and creating a framework for guarantees connected with applications for subsidies by Group companies.

The Audit Committee held four meetings in the reporting period. Its work regularly focuses on monitoring accounting and overseeing the accounting process and the audit. This includes the effectiveness of the internal control system, the risk management system, the internal audit system and compliance, along with the compliance management system. The committee monitors the selection of the auditor, as well as the auditor's qualifications, efficiency and independent status as well as the quality of the audit. It also discusses with the auditor the assessment of the audit risk as well as the audit strategy, schedule and results. The Chair of the Audit Committee regularly discusses the audit's progress with the auditor and reports to the Audit Committee. Furthermore, the Audit Committee deals with the reliability of any additional services provided by the auditor (non-audit services). To assist with this, the Audit Committee has adopted a catalogue listing approved non-audit services by type and scope. Finally, the Audit Committee decides on the external review of non-financial statements and reports. Key issues during the reporting period included, as scheduled, the discussion and audit of HHLA's Annual Report, consolidated financial statements and the combined management report for the 2022 financial year, the half-year financial report and interim statements for the 2023 financial year, the work performed by Internal Audit, the determination of key audit issues for the 2023 financial year and, in this context, discussion of the audit risk, strategy and planning with the auditor, the findings of the 2023 risk and opportunity inventory, the annual report and audit plans of Internal Audit, and the preparation of the declaration of compliance with the GCGC. During the reporting period, the Audit Committee also discussed the company's financial and liquidity position, as well as the external audit of HHLA's risk and opportunity management system in accordance with the IDW PS 981 standard. HHLA's Compliance Officer also regularly attends the Audit Committee's meetings and reports on his activities as well as current developments. Other persons, such as representatives of the auditor or Internal Audit, attend meetings as necessary. The Audit Committee regularly consults with the auditor, with or without the presence of the Executive Board. The Chair of the Audit Committee is also in regular contact with the auditor and the Chief Financial Officer between meetings.

The Real Estate Committee held two meetings in the reporting period. It focused on the general development of business and the discussion and audit of HHLA's annual financial statements, including the separate financial statements of the S division, the consolidated financial statements and the combined management report for the 2022 financial year (March meeting). The committee also dealt with the budget for the 2024 financial year and medium-term planning for 2025 to 2028 (December meeting). In each case, its deliberations related to the Real Estate subgroup (S division). These meetings also allowed the Real Estate Committee to discuss various project developments.

{15}------------------------------------------------

The Personnel Committee held ten meetings in the reporting period. These meetings focused on finding a successor to the Chief Financial Officer with regard to the departure of Tanja Dreilich, as well as on extending Angela Titzrath's term of office.

The Takeover Committee met a total of 13 times and primarily discussed the preparation and adoption of the reasoned opinion to be submitted by the Executive Board and Supervisory Board in accordance with Section 27 of the German Securities and Takeover Act (WpÜG), as well as the negotiations and approval to conclude a binding preliminary contract for a business combination agreement between HHLA, the bidder, SAS and HGV.

The Nomination Committee and Arbitration Committee did not hold any meetings during the reporting period.

## Meeting participants

The Supervisory Board and its committees generally hold in-person meetings, although there is the option of participating virtually in order to enable as many people as possible to take part. In exceptional cases – particularly in the case of special meetings held at short notice or where the agenda contains few items – meetings can be held purely virtually (generally as a video conference). During the reporting period, this applied to three Supervisory Board meetings (30 June, 27 September and 29 December), five Personnel Committee meetings (23 January, 30 May, 28 June, 14 July and 29 December), and four Takeover Committee meetings (10 and 19 October, as well as 6 and 24 November). Several participants joined the meetings by phone in individual cases; no meetings were held purely as telephone conferences during the reporting period. The average attendance at the meetings of the Supervisory Board and its committees in the reporting period was approximately 95 %. Individual participation rates are documented in the table below.

### Individual attendance at meetings of the members of the Supervisory Board in 2023

|                              |       |                      |                      |                    | Real<br>Estate |                        |                         |                       |
|------------------------------|-------|----------------------|----------------------|--------------------|----------------|------------------------|-------------------------|-----------------------|
|                              | Total | Supervisory<br>Board | Finance<br>Committee | Audit<br>Committee | Committee      | Personnel<br>Committee | Nomination<br>Committee | Takeover<br>Committee |
| Prof. Dr. Rüdiger Grube      | 100 % | 11 / 11              | –                    | –                  | –              | 10 / 10                | 0/0                     | 13/13                 |
| Berthold Bose                | 97 %  | 11 / 11              | –                    | –                  | –              | 9 / 10                 | –                       | 13/13                 |
| Alexander Grant              | 100 % | 11 / 11              | 4 / 4                | 4 / 4              | 2 / 2          | –                      | –                       | –                     |
| Holger Heinzel               | 100 % | 11 / 11              | –                    | –                  | 2 / 2          | –                      | –                       | 13/13                 |
| Dr. Norbert Kloppenburg      | 100 % | 11 / 11              | 4 / 4                | 4 / 4              | –              | –                      | –                       | 13/13                 |
| Stefan Koop                  | 100 % | 11 / 11              | 4 / 4                | 4 / 4              | –              | 10 / 10                | –                       | 13/13                 |
| Dr. Isabella Niklas          | 82 %  | 11 / 11              | –                    | 2 / 4              | 2 / 2          | –                      | –                       | –                     |
| Susana Pereira Ventura       | 68 %  | 7 / 11               | 3 / 4                | 3 / 4              | –              | –                      | –                       | –                     |
| Franziska Reisener           | 96 %  | 11 / 11              | –                    | –                  | 2 / 2          | 9 / 10                 | –                       | –                     |
| Andreas Rieckhof             | 100 % | 11 / 11              | –                    | –                  | –              | 10 / 10                | 0 / 0                   | –                     |
| Dr. Sibylle Roggencamp       | 96 %  | 10 / 11              | 4 / 4                | –                  | 2 / 2          | 10 / 10                | 0 / 0                   | –                     |
| Prof. Dr. Burkhard Schwenker | 88 %  | 9 / 11               | 4 / 4                | 3 / 4              | 2 / 2          | –                      | –                       | 12/13                 |

{16}------------------------------------------------

## Corporate governance

The declaration of compliance with the GCGC in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz: AktG) was prepared together with the Executive Board at the Audit Committee meeting on 13 November 2023 and adopted by the Supervisory Board at its meeting on 14 December 2023. The current declaration of compliance and further information about corporate governance can be found in the declaration on corporate governance in the management report. The current declaration and the declarations relating to previous years can also be viewed on HHLA's website at [www.hhla.de/](https://hhla.de/en/investors/corporate-governance) [corporategovernance](https://hhla.de/en/investors/corporate-governance) .

## Training and professional development

HHLA supports the members of the Supervisory Board upon their appointment and in their subsequent training and further professional development. When taking up a post, candidates are generally trained in the work of the Supervisory Board, its tasks and the rights and obligations of its members. If required, further inductions or training sessions are provided to cover HHLA's business activities or other relevant topics. In the course of its work, the Supervisory Board is kept regularly informed of relevant topics, such as new legal requirements or accounting standards. In the reporting period, one area of focus was the topic of sustainability, including the relevant regulatory requirements and their implementation within the HHLA Group.

## Audit of financial statements

In line with the Audit Committee's recommendation and the Supervisory Board's nomination, the Annual General Meeting on 15 June 2023 elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hamburg (PwC) to conduct the audit of the annual and consolidated financial statements for the 2023 financial year. In line with the legal requirements and the recommendations of the GCGC – especially those relating to the auditor's independence – the Audit Committee then commissioned the audit and defined its focus areas. The auditor carried out an audit of HHLA's annual financial statements for the 2023 financial year as provided by the Executive Board, including the divisional financial statements for the A division (Port Logistics subgroup) and the S division (Real Estate subgroup) presented as part of the notes, in line with the provisions of the German Commercial Code (HGB), the consolidated financial statements for the 2023 financial year including the subgroup financial statements for the A and S divisions, also presented as part of the notes, in accordance with the International Financial Reporting Standards (IFRS) that apply in the European Union and the additional requirements of German commercial law pursuant to Section 315e HGB, and the combined management report for HHLA and the Group for the 2023 financial year. The auditor issued an unqualified opinion with respect to each of the foregoing.

The auditors also audited the report prepared by the HHLA Executive Board on company transactions with related parties for the 2023 financial year in line with Section 312 AktG, delivered a written report on the audit findings and, having no objections to make, gave the report the following unqualified opinion:

{17}------------------------------------------------

“On the basis of our audit and in our professional opinion we confirm that (1) the factual statements in the report are correct, (2) the consideration paid by the company for the transactions mentioned in the report was not inappropriately high, and (3) the measures detailed in the report give us no grounds to reach a substantially different opinion to that of the Executive Board."

The auditor also audited the report prepared by the Executive Board in line with Article 4 (5) of the articles of association applied analogously to Section 312 AktG on the relationship between the A and S divisions for the 2023 financial year, delivered a written report on the audit findings and, having no objections to make, gave the report the following unqualified opinion:

“On the basis of our audit and in our professional opinion we confirm that (1) the factual statements in the report are correct, (2) the consideration paid by the company for the transactions mentioned in the report was not inappropriately high."

The auditor also reviewed the combined separate non-financial statement in line with Section 315c and Section 289c to 289e HGB to obtain limited assurance, reported the review findings and issued an unqualified opinion. Finally, the auditor subjected the remuneration report for the 2023 financial year to a material audit exceeding the requirements of Section 162(3) AktG, reported the review findings and issued an unqualified opinion.

Each of the above-mentioned financial statements and reports along with the corresponding audit reports were made available to all members of the Supervisory Board as soon as they had been produced and checked. The documents were subsequently discussed in detail at the meetings of the Audit and Real Estate Committees on 15 March 2024 and at the Supervisory Board's financial statements meeting held on 20 March 2024. Representatives of the auditor took part in the meetings, where they reported on the scope, focal points and key findings of the audit and were available to answer questions. They paid particular attention to the key audit matters described in the auditor's report along with the audit procedures used and the conclusions regarding the accounting-related internal control and risk management system. Finally, they reported on the nature and extent of the other services provided by the auditor.

As part of the preliminary review, the Audit and Real Estate Committees closely examined the course of the audit, the auditor's reports and the findings. Once they had completed their examination, they recommended that the Supervisory Board as a whole approve the financial statements and reports. Following a detailed plenary examination of the auditor's reports and findings and the findings of the committees' preliminary review, and based on our own review, we approved the findings of the audit. Based on the final results of our review, we had no objections to make to the annual financial statements including the divisional financial statements, the consolidated financial statements including the subgroup financial statements, and the combined management report for the 2023 financial year. Accordingly, we approved the annual financial statements, the consolidated financial statements and the combined management report at our meeting on 20 March 2024. HHLA's annual financial statements for the 2023 financial year have therefore been adopted. Based on the final results of our review, we also had no objections to make to the Executive

{18}------------------------------------------------

Board's statements on related parties and on the relationship between the A and S divisions or to the combined separate non-financial statement.

The Executive Board's proposal for appropriation of the distributable profit was analysed and discussed with the Executive Board at the meetings of the Audit Committee (for the A division) and the Real Estate Committee (for the S division) on 17 March 2024 and at the Supervisory Board's meeting on 20 March 2024. Following our own review, which paid particularly close attention to earning trends, financial planning and shareholders' interests, both we and the Executive Board will propose to the Annual General Meeting that a dividend of € 0.08 per dividend-entitled class A share and € 2.20 per dividend-entitled class S share be distributed from distributable profit for the 2023 financial year.

## Personnel changes

In December 2023, the Supervisory Board members Dr. Isabella Niklas and Susanna Pereira Ventura both announced that they would be stepping down from the Supervisory Board at the next possible date. In their place, with the approval of the Supervisory Board and the Nomination Committee and by order of the Hamburg Local Court on 19 February 2024, Bettina Lentz, State Secretary of the Hamburg Ministry of Finance, and Maren Ulbrich, Trade Union Secretary at the ver.di Federal Administration, were appointed members of the Supervisory Board.

Tanja Dreilich stepped down from her position as member of the Executive Board with effect from 30 June 2023 and left the company as of the end of the year in order to take on new professional challenges. The Supervisory Board initiated the necessary steps to find a successor during the reporting period and – following preparations by the Personnel Committee – appointed Annette Walter as Chief Financial Officer with effect from 1 January 2024 for an initial period of three years. Moreover, we extended Angela Titzrath's mandate by a further five years until 30 September 2029 – also following preparations by the Personnel Committee.

Finally, on behalf of the Supervisory Board, I would like to take the opportunity to very cordial thank the members of the Executive Board and workforce for their hard work in the 2023 financial year. I would also like to thank our shareholders and business partners for the trust they have placed in us.

Hamburg, 20 March 2024

The Supervisory Board

Steffen Seube

Prof. Dr. Rüdiger Grube Chairman of the Supervisory Board

{19}------------------------------------------------

## Members of the Supervisory Board

For current and past members during the reporting period, as well as committee members, please also refer to the Notes to the consolidated financial statements, no. 49, Board members and mandates

Image /page/19/Picture/6 description: A portrait shot of a smiling, older white man with short white hair, wearing a dark blue suit, a white shirt, and a patterned blue tie. He is positioned against a plain gray background. The man is looking directly at the camera with a pleasant expression. The lighting is soft and even, highlighting his face and attire. A small blue and white pin is visible on his left lapel.

Prof. Dr. Rüdiger Grube Chairman Managing Partner of Rüdiger Grube International Business Leadership GmbH

Image /page/19/Picture/8 description: A portrait shot of a middle-aged man with short brown hair and glasses, wearing a dark blue suit jacket over a white shirt. He is smiling slightly and looking directly at the camera. The background is a solid gray color.

Holger Heinzel\* Director of finance and controlling

Image /page/19/Picture/10 description: A man in a suit and tie is shown in a medium shot against a gray background. He is fair-skinned with short, graying hair and a slight smile. He is wearing a dark blue suit jacket and a patterned tie with red, white, and blue colors. The lighting is soft and even, highlighting his face and clothing. The background is a plain gray, which helps to focus attention on the man.

Berthold Bose\* Deputy Chairman Chairman of ver.di disctrict Hamburg

Image /page/19/Picture/12 description: A portrait of an older man with gray hair and glasses, wearing a dark suit and tie, against a gray background. He is looking directly at the camera with a neutral expression.

Dr. Norbert Kloppenburg Consultant für international investments and financing

Image /page/19/Picture/14 description: A man with a bald head, glasses, and a beard is wearing a dark suit and tie. He is standing in front of a gray background.

Alexander Grant\* Employee in the area of information and planning systems

Image /page/19/Picture/16 description: A professionally lit headshot of a man with short blond hair, wearing glasses, a black suit jacket, and a blue tie. He is smiling and looking directly at the camera. The background is a solid gray color.

Stefan Koop\* Speaker of the Group works council of HHLA

Image /page/19/Picture/18 description: A woman with blonde hair is smiling at the camera. She is wearing a dark-colored dress with a floral pattern and a necklace with a yellow pendant. The background is a solid gray color.

Dr. Isabella Niklas Managing Director of HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH

Image /page/19/Picture/20 description: A professionally lit headshot of a woman with short, light-colored hair, wearing a black blazer over a white top, smiling against a gray background.

Dr. Sibylle Roggencamp

Head of the Office for Asset and Investment Management at the Ministry of Finance of the Free and Hanseatic City of Hamburg

Image /page/19/Picture/23 description: This is a portrait of a woman with long brown hair, wearing a dark blue shirt, against a gray background. She is looking directly at the camera with a neutral expression.

Franziska Reisener\* Member of the joint works council of HHLA

Image /page/19/Picture/25 description: A portrait of a smiling middle-aged man with short gray hair, wearing a dark suit, white shirt, and patterned tie, set against a gray background.

Prof. Dr. Burkhard Schwenker Chairman of the Advisory Council of Roland Berger GmbH

Image /page/19/Picture/27 description: This image shows a man with gray hair and glasses wearing a blue suit and red tie. The man is smiling and looking directly at the camera. The background is a light gray color. Below the man is the name "Andreas Rieckhof" in a large, bold, blue font.

State secretary at the Ministry for Economy and Innovation of the Free and Hanseatic City of Hamburg

Image /page/19/Picture/29 description: A woman with brown hair and a black blazer is smiling at the camera. She is wearing a light blue shirt and a gold necklace. The background is a solid gray color.

Susana Pereira Ventura\* Director ITF Contract Office Germany, ver.di

\* Employee representative

{20}------------------------------------------------

## HHLA share

#### Key figures

| in €, listed class A shares, Xetra              | 2023       | 2022       |
|-------------------------------------------------|------------|------------|
| Closing price                                   | 16.76      | 11.90      |
| Performance in %                                | 40.8       | - 42.1     |
| Highest price                                   | 17.62      | 21.06      |
| Lowest price                                    | 10.00      | 10.98      |
| Average daily trading volume                    | 86,145     | 51,100     |
| Dividend1                                       | 0,08       | 0.75       |
| Dividend yield as of 31.12. in %                | 0,5        | 6.3        |
| Number of shares                                | 72,514,938 | 72,514,938 |
| Market capitalisation as of 31.12. in € million | 1,215.4    | 862.9      |
| Price-earnings ratio as of 31.12.               | 139,7      | 10.5       |
| Earnings per share                              | 0,12       | 1.13       |

1 Dividend proposal for the 2023 financial year

## Exceptional year on the stock exchange

Despite continuing major geopolitical uncertainties, the German benchmark indices performed surprisingly well in the past year. China's unexpected abandonment of its zero-COVID policy and the decline in energy prices following the launch of Germany's energy price caps helped the country's stock markets get off to a positive start in the new year. This upbeat market sentiment came to an abrupt end, however, with the closure of three regional US banks in early March. The resulting insolvency of the major Swiss bank Credit Suisse led to heightened uncertainty and greater volatility on the capital markets. At the same time, market sentiment was burdened by the ongoing weakness of the German economy and Chinese industrial output figures which fell short of expectations. Nevertheless, falling inflation rates gave rise to optimism on the markets from April onwards and fuelled hopes of an imminent end to the cycle of US and eurozone interest rate hikes. Contrary to expectations, however, the European Central Bank (ECB) raised its base rate in August and September by 0.25 percentage points each time to reach 4.5 %. The ongoing economic slump continued to hinder any recovery of share prices and repeatedly caused the benchmark index to sink to ever lower levels. It was only when the US Federal Reserve signalled the possibility of lower interest rates that sentiment improved and shares began to rally towards year-end: in early December the DAX broke through the 17,000-point mark for the first time with a new all-time high of 17,003 points. It closed the year with a rise of 20.3 % to 16,752 points. The SDAX stood at 13,960 points at year-end, representing growth of 17.1 % in 2023.

{21}------------------------------------------------

#### Share price development 2023

Image /page/21/Figure/5 description: The image is a line graph that shows the closing prices indexed in % and trading volume in thousands for HHLA, DAX, and SDAX from January to December. The y-axis on the left shows the closing prices indexed in %, ranging from 80 to 170. The y-axis on the right shows the trading volume in thousands, ranging from 0 to 2,400. The x-axis shows the months from January to December. There are vertical lines indicating the dates of Preliminary Results 2022, Annual Results 2022, Interim Statement January to March 2023, Annual General Meeting, Half-year Financial Report January to June 2023, Announcement of the MSC takeover bid, and Interim Statement January to September 2023.

Source: Datastream

## Volatile development of HHLA share

The HHLA share began the year at €11.94 and benefited from the positive market environment at the start of the year. After some profit-taking, the share price stabilised at around €12.90. With the publication of the preliminary, unaudited annual results for 2022 in mid-February, the company announced a subdued outlook for the first quarter of 2023 in the light of ongoing geopolitical tensions, sanctions by the European Union and weaker economic growth. As a result, the share price dipped noticeably. After communicating a cautiously optimistic forecast for the development of business in 2023, as part of the reporting for 2022 in late March, the share price recovered. This positive trend was supported in early May by the German government's decision to approve the minority interest of the Chinese company COSCO SHIPPING Ports Limited (CSP) in Container Terminal Tollerort (CTT) of 24.9 %. Following the Annual General Meeting and payment of the dividend in mid-June, the share was traded at a corresponding discount. In an ad-hoc announcement in late July, HHLA downgraded its outlook for the 2023 financial year in view of further weak economic growth. The share price's downward trend continued with the publication in mid-August of weak half-year figures due to the macroeconomic situation. On 13 September, the announcement of the submission of a voluntary public takeover bid by the Mediterranean Shipping Company (MSC) with an offer of €16.75 per class A share saw the share price climb from €11.54 to €17.20. The following day, the share price reached a year-high of €17.62 but quickly stabilised around the offer price. After publication of MSC's takeover bid in mid-October, the HHLA Executive Board and Supervisory Board issued a joint statement on 6 November recommending that shareholders accept the offer. As a result, trading volumes rocketed and the share price declined slightly. By the end of the year, the share price had consolidated around the offer price and closed at €16.76 on 29 December 2023. This represents year-on-year growth of 40.8 %. For more information on the share price performance and the HHLA share, please visit <https://hhla.de/en/investors> .

{22}------------------------------------------------

## Changed shareholder structure after takeover bid

On 13 September 2023, HHLA was informed by its majority shareholder, the Free and Hanseatic City of Hamburg (FHH), that it had come to an understanding with MSC as part of an investment agreement concerning a strategic investment in HHLA. According to this agreement, the City of Hamburg will continue to be the majority shareholder and will run the company together with MSC in future. To this end, the City of Hamburg intends to maintain a share of 50.1 % while MSC will hold a share of up to 49.9 %. The public takeover bid with the respective offer document was published by MSC on 23 October 2023.

### Shareholder structure for listed class A share

Image /page/22/Figure/7 description: The image is a pie chart showing the distribution of shares as of 31.12.2023. The chart shows that 69% of the shares are held by the Free and Hanseatic City of Hamburg, 13% are MSC (tendered), 10% are MSC (acquired), and 8% are free float.

Source: Share register

As a consequence, the shareholder base changed significantly in 2023. With regard to the listed class A shares, FHH remained the company's largest shareholder with an unchanged stake of 69.3 %. However, as at 31 December 2023, MSC had already indirectly acquired class A shares amounting to 12.9 % on the market via SAS Shipping Agencies Services Sàrl (SAS). As part of the takeover offer, an additional 10.1 % of the class A shares were tendered to MSC by shareholders by the end of the extended acceptance period on 7 December 2023. Subject to the completion of the transaction, this corresponds to 23.0 % of the share capital of the listed Port Logistics subgroup. The free float portion of A shares fell accordingly to 7.6 %.

With regard to the HHLA Group's share capital (including the unlisted class S shares), 9.7 % of the free float class A shares were tendered to MSC by the end of the extended acceptance period on 7 December 2023. As of 31 December 2023, the shipping company also held shares acquired on the market amounting to 12.4 % of HHLA's share capital. Subject to the completion of the transaction, a total of 22.2 % of the share capital can thus be allocated to the shipping company as of 31 December 2023. Together, the City of Hamburg and MSC would therefore hold 92.5 % of the HHLA Group's share capital as of 31 December 2023. For more information on the shareholder structure, please visit the HHLA website. <https://hhla.de/en/investors/share/shareholder-structure>

The completion of the transaction is still dependent on certain regulatory approvals that are presented in the offer document, as well as on the approval of the Parliament of the Free and Hanseatic City of Hamburg (FHH). Provided these conditions are fulfilled, the transaction is expected to be concluded in the second quarter of 2024.

{23}------------------------------------------------

#### Shareholder structure as of 31 December 2023

|                                                     | Number of<br>shares | in % of Group<br>share capital | in % of share<br>capital A shares |
|-----------------------------------------------------|---------------------|--------------------------------|-----------------------------------|
| Subscribed capital (class A & class S shares)       | 75,219,438          | 100.0                          | –                                 |
| Non-listed class S shares                           | 2,704,500           | 3.6                            | –                                 |
| Listed class A shares                               | 72,514,938          | 96.4                           | 100.0                             |
| Free and Hanseatic City of Hamburg (class A shares) | 50,215,336          | 66.8                           | 69.3                              |
| MSC (class A shares, acquired)                      | 9,357,782           | 12.4                           | 12.9                              |
| MSC (class A shares, tendered)1                     | 7,325,366           | 9.7                            | 10.1                              |
| Free float (class A shares)                         | 5,616,454           | 7.5                            | 7.6                               |

Source share register

1 The transaction had not yet been finalised at the time this report was prepared.

#### Classes of shares at HHLA

The HHLA Group's nominal capital comprises two different classes of shares: class A shares (for the Port Logistics subgroup: € 72,514,938) and class S shares (for the Real Estate subgroup: € 2,704,500). The share classes are based on the Group structure, which was established in preparation for the initial public offering and reflect the HHLA business model. Only the class A shares for the Port Logistics subgroup are admitted for trading on the stock exchange and can be acquired. The class S shares for the Real Estate subgroup are not listed on the stock exchange and are wholly owned by the Free and Hanseatic City of Hamburg (FHH). They are not traded on the stock exchange. The reason for this is that the class S division also pursues objectives relating to urban development (such as maintaining UNESCO World Heritage status), which are only compatible with the requirements of the capital market to a limited extent. As part of the public takeover bid, MSC and FFH concluded a non-tender agreement for the class S shares. This means that all class S shares will continue to be held by the Free and Hanseatic City of Hamburg even after the transaction is complete.

## Virtual Annual General Meeting 2023

The Annual General Meeting was once again held as a virtual event on 15 June 2023. The shareholders formally approved the actions of HHLA's Executive Board and Supervisory Board for the 2022 financial year with a large majority. The proposal of the Supervisory Board and Executive Board to issue a dividend of € 0.75 per listed class A share (previous year: € 0.75) was also approved. As in the previous year, HHLA distributed dividends to its class A shareholders totalling € 54.4 million. The dividend payout ratio of 66 % was therefore at the upper end of the dividend payout range of 50 to 70 % of the annual net profit after minority interests. The dividend was paid out to the shareholders on 19 June 2023. Based on its closing price of € 11.86 on the day of the Annual General Meeting, the HHLA share achieved a dividend yield of 6.3 %.

{24}------------------------------------------------

## Dividend proposal for the 2023 financial year

At the Annual General Meeting on 13 June 2024, the HHLA Executive Board and Supervisory Board will propose a dividend of € 0.08 per dividend-entitled class A share. The amount to be distributed would thus decrease to € 5.8 million (previous year: € 54.4 million).

HHLA therefore continues to pursue its dividend policy of distributing between 50 and 70 % of the Port Logistics subgroup's relevant net profit for the year to its shareholders, where possible.

## Dialogue with capital market maintained

Against the backdrop of intensive reporting, rapid response times and an open dialogue with financial analysts and investors continued to play a significant role in HHLA's investor relations activities. In addition to digital formats, the Chief Financial Officer and IR team attended a total of six capital market conferences (previous year: ten) in order to serve the needs of both institutional and private investors and to maintain its dialogue with investors. The Executive Board provided details on business developments during quarterly conference calls. HHLA also provides a variety of digital channels, including its website, the HTML Annual Report

#### Dividend per listed class A share

Image /page/24/Figure/10 description: This image shows a bar chart with a line graph overlayed on top of it. The bar chart shows the values 0.70, 0.45, 0.75, 0.75, and 0.08 for the years 2019, 2020, 2021, 2022, and 2023, respectively. The line graph shows the values 52, 50, 53, 66, and 67 for the years 2019, 2020, 2021, 2022, and 2023, respectively.

2023: Dividend proposal

Image /page/24/Figure/12 description: This image shows a donut chart with the following data: United States 58%, Australia 18%, Finland 10%, United Kingdom 4%, Germany 3%, and Switzerland, France, Netherlands and other regions 2% each. The data is as of 31.12.2023.

### Institutional investors by region

Source: HHLA / Shareholder ID

and a dedicated investor portal, to inform potential and current investors about the performance of the HHLA share.

With its communication activities, the Investor Relations department maintains a close dialogue with shareholders. In addition to informing interested members of the public, the team also flags up issues of particular relevance to investors within the company. In addition to the progress of the Container segment's efficiency programme and the automation of Container Terminal Burchardkai (CTB), the impact of inflation and the war in Ukraine, the minority stake of CSPL in CTT and, in particular, the takeover bid by MSC, were of interest to the capital market in 2023.

{25}------------------------------------------------

## Number of analysts continues to decrease

HHLA attaches great importance to broad and well-informed coverage of its share by financial analysts, as this gives interested investors the opportunity to familiarise themselves with HHLA's business model and environment on the basis of independent analyses. The Executive Board and Investor Relations therefore remain in close contact with all financial analysts in order to ensure a broad set of opinions.

Nevertheless, the number of financial analysts actively covering HHLA's business development and issuing research reports and recommendations fell from six to four in the course of the year. As of the reporting date, two analysts recommended selling the share and two analysts recommended holding.

## Sustainability reporting and ratings

In addition to classic financial aspects, non-financial or ESG (Environmental, Social, Governance) figures play an increasingly important role in evaluating companies on the capital market. As a responsible company, HHLA has been reporting extensively on its non-financial performance since 2011. In order to underline the relevance of non-financial topics for HHLA in its reporting, HHLA has published the non-financial statement as part of the Group management report since 2022. HHLA's reporting goes beyond the legally required information in the non-financial statement and is essentially based on the internationally recognised reporting standards of the Global Reporting Initiative (GRI). Non-financial reporting

HHLA also champions the 17 Sustainable Development Goals (SDGs) adopted by the United Nations. Corporate and sustainability strategy

Based on this information, HHLA's sustainability credentials are regularly evaluated by ESG ratings agencies, such as MSCI, ISS-oekom, S&P Global Ratings ESG and the Carbon Disclosure Project (CDP). In the CDP ranking for the 2022 financial year, HHLA achieved a "B" rating. [www.hhla.de/investoren/equity-story/nachhaltig-investieren](https://hhla.de/en/investors/equity-story/esg-investments)

#### Basic data HHLA class A share

| Type of shares                          | No-par-value registered shares |
|-----------------------------------------|--------------------------------|
| ISIN / SIC                              | DE000A0S8488 / A0S8488         |
| Symbol                                  | HHF                            |
| Stock exchanges (officially registered) | Frankfurt am Main, Hamburg     |
| Segment                                 | Prime Standard                 |
| Sector                                  | Transport & Logistics          |
| Index affiliation                       | Prime All Share                |
| Bloomberg / Reuters                     | HHFA:GR / HHFGn.de             |

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# Combined management report

| About this report                             | 28  |
|-----------------------------------------------|-----|
| Basic Group information                       | 30  |
| Group structure                               | 30  |
| Operating activities*                         | 31  |
| Legal framework                               | 32  |
| Market position                               | 33  |
| Business partners and customers               | 39  |
| Procurement and supplier management           | 42  |
| Innovation*                                   | 44  |
| Strategy and management                       | 50  |
| Corporate and sustainability strategy*        | 50  |
| Corporate and value management                | 54  |
| Economic report                               | 56  |
| Economic environment                          | 56  |
| Overall view of the course of business        | 59  |
| Notes on the reporting                        | 61  |
| Earnings position                             | 62  |
| Financial position                            | 65  |
| Segment performance                           | 71  |
| Events after the balance sheet date           | 75  |
| Notes to HHLA AG                              | 76  |
| Risks, opportunities and forecast             | 81  |
| Management of risks and opportunities         | 81  |
| Overall assessment of risks and opportunities | 87  |
| Risks and opportunities                       | 88  |
| Business forecast                             | 97  |
| Non-financial statement*                      | 102 |
| Non-financial reporting                       | 102 |
| Materiality analysis                          | 104 |
| Sustainability management                     | 108 |
| Ecology                                       | 108 |
| Climate change and climate protection*        | 108 |
| Water consumption                             | 116 |
| Use of resources and circular economy         | 116 |
| EU taxonomy*                                  | 118 |
| Framework and application of the EU taxonomy  | 118 |
| Analysis of economic activities of HHLA       | 119 |
| Collection of key figures                     | 124 |
| Result of the valuation                       | 128 |
| Society                                       | 132 |
| Working world*                                | 132 |
| Health and occupational safety*               | 143 |
| Corporate citizenship                         | 144 |
| Corporate Governance                          | 147 |
| Business ethics and integrity*                | 147 |
| Corporate management declaration              | 154 |
| Additional information on takeover law        | 173 |
| Statement of the Executive Board              | 178 |

\* Part of the non-financial report

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## About this report

The HHLA Annual Report is published every year, most recently on 23 March 2023. As of the 2022 financial year, non-financial information is reported in the combined management report. There is no separate sustainability report.

The combined management report covers the business developments at both the HHLA Group (HHLA) and Hamburger Hafen und Logistik Aktiengesellschaft (HHLA AG). Unless otherwise stated, the key figures and information in this report comprise the entire consolidated group. Notes to the consolidated financial statements, no. 3 Composition of the Group

The reporting period is the 2023 financial year (1 January to 31 December 2023). The data presented generally refers to this period or the facts and figures at the end of the reporting period. If information refers to a different period of time, this is explicitly stated.

Data collection is carried out by the respective units responsible for such information using representative methods for the reporting period. HHLA prepares its consolidated financial statements and interim reports in accordance with International Financial Reporting Standards (IFRS). Further information on IFRS is provided in the notes to the consolidated financial statements. Notes to the consolidated financial statements, no. 2 Consolidation principles

The separate financial statements of HHLA AG are prepared in line with the accounting regulations of the German Commercial Code (HGB). The appropriation of profits is based solely on the separate financial statements of HHLA AG. Annual financial statements of HHLA AG

Unless otherwise indicated, the entire combined management report was audited with reasonable assurance by PricewaterhouseCoopers (PwC). Auditor's report

Furthermore, the combined management report contains the non-financial statement (NFS) as per Sections 315b, 315c in conjunction with 289c to 289e HGB. This includes the disclosures within the scope of the European Union Taxonomy Regulation (2020/852). Non-financial statement

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The audit of non-financial statement elements that are not part of the statutory audit of the Group management report was performed with limited assurance. Auditor's report They are marked as follows in the document:

Audit with limited assurance

Not audited

Content in blue brackets is audited with limited assurance.

The non-financial statement also contains supplementary non-financial information that is not legally required but is included in the non-financial statement for reasons of transparency. These sections were not subjected to a content-related audit and are marked in the document as follows:

Content in grey brackets was not subjected to a content-related audit.

External links are marked with the symbol and are not part of the review.

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## Basic Group information

## Group structure

Hamburger Hafen und Logistik AG (HHLA) is a leading European port logistics group. The Group is operated as a strategic management holding company divided into two subgroups, Port Logistics and Real Estate. The class A shares, which are listed on the stock exchange, relate to the Port Logistics subgroup and entitle shareholders to participate in the result and net assets of these operations. The Real Estate subgroup includes those HHLA properties that are not specific to port handling. The performance and economic result of the Real Estate subgroup, which also pursues urban development objectives, are represented by the class S shares. These shares are not traded on the stock exchange and are held solely by the Free and Hanseatic City of Hamburg (FHH). In the unlikely and unprecedented event of the Real Estate subgroup reporting a loss, this would be indirectly transferred to the Free and Hanseatic City of Hamburg in line with a separate agreement to assume losses.

The HHLA Group's operations are conducted by 37 domestic and 31 foreign subsidiaries and associated companies. In the 2023 financial year, HHLA increased its group of consolidated companies with a view to optimising its Intermodal business and expanding its digital activities. No other significant legal or organisational changes were made. Notes to the consolidated financial statements, no. 3 Composition of the Group

#### Group overview

| SUBGROUP<br>Port Logistics1<br>Listed class A shares                                                                                    |                                            |                                                                                             | SUBGROUP<br>Real Estate<br>Non-listed class S shares       |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|---------------------------------------------------------------------------------------------|------------------------------------------------------------|
| SEGMENT<br>Container                                                                                                                    | SEGMENT<br>Intermodal                      | SEGMENT<br>Logistics                                                                        | SEGMENT<br>Real Estate                                     |
| Shareholder structure<br>Share capital: total of <b>75,219,438</b> no-par-value registered shares                                       |                                            |                                                                                             |                                                            |
| of which <b>72,514,938</b> class A shares<br>– listed –                                                                                 |                                            |                                                                                             | of which <b>2,704,500</b> class<br>S shares – non-listed – |
| 13 %                                                                                                                                    | 10 %                                       | 8 %                                                                                         | 100 %                                                      |
| Mediterranean Shipping Company (MSC)<br>9,357,782 class A shares,<br>acquired on the stock market<br>7,325,366 class A shares, tendered | Free float<br>13,013,993<br>class A shares | Free and Hanseatic City of Hamburg<br>50,215,336 class A shares<br>2,704,500 class S shares |                                                            |
|                                                                                                                                         |                                            | 69 %                                                                                        |                                                            |

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## Operating activities

As an integrated provider of container handling, transport and logistics services, the Port Logistics subgroup offers services along the logistics chain between international ports and their European hinterland. The geographical focus of its operating activities is on the Port of Hamburg and its hinterland. The Port of Hamburg is an international hub for container transport by sea and land, with links to the economies of Central and Eastern Europe, Scandinavia and the Baltic region. The company's core lines of business are represented by the Container, Intermodal and Logistics segments.

The Container segment pools the Group's container handling operations and is the largest business unit in terms of revenue. Its activities consist primarily of handling container ships (loading and discharging containers) and transhipping containers to other carriers, such as rail, truck, feeder ship or barge. HHLA operates three container terminals in Hamburg – Altenwerder (CTA), Burchardkai (CTB) and Tollerort (CTT) – and further container terminals in the Ukrainian port of Odessa (CTO), Muuga in Estonia (TK Estonia, near Tallinn) and Trieste in Italy (PLT). The portfolio is rounded off by supplementary container services, such as container maintenance and repairs.

The Intermodal segment is the second largest of HHLA's segments in terms of revenue. As a further key element of HHLA's vertically integrated business model, its activities provide a comprehensive transportation and terminal network for containers in seaport-hinterland traffic, and increasingly also in continental traffic, by rail and road. HHLA's METRANS rail companies operate regular direct connections between the ports on the North and Baltic seas and between the Northern Adriatic and its hinterland. Furthermore, the operation of inland terminals also provides a comprehensive range of services for maritime and continental logistics. In addition to transhipment services at the Port of Hamburg, the trucking subsidiary CTD transports containers by road, both locally and over long-haul distances within Europe.

The Logistics segment encompasses a wide range of services in the field of specialist handling, consulting and other business activities. Its service portfolio comprises both stand-alone services and entire process chains for the international procurement and distribution of merchandise, including the operation of handling facilities for dry bulk, motor vehicles and fruit. The company also provides consultancy and management services for clients in the international port and transport industry. Business activities for process automation, airborne logistics services, digital services and leasing services, particularly for the Intermodal segment, complete the portfolio. HHLA provides some of the activities together with partner companies.

The Holding/Other division is also part of the Port Logistics subgroup, although it does not constitute a separate business segment as defined by the International Financial Reporting Standards (IFRS). The Holding division is responsible for strategic Group development, the functional management of the Container segment, the central management of resources and processes, and the provision of services for the operating companies. It also includes the properties specific to HHLA's port handling business and the Group's floating crane operations.

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The Real Estate segment corresponds to the Real Estate subgroup. Its business activities encompass sustainable district/project development, letting and the commercial and technical management of properties in the Port of Hamburg's peripheral area. This also includes the Speicherstadt historical warehouse district. The world's largest traditional warehouse quarter is a UNESCO World Heritage Site. In this central location, HHLA offers some 292,000 m<sup>2</sup> of commercial space. Other properties spanning approximately 53,000 m<sup>2</sup> are managed by Fischmarkt Hamburg-Altona GmbH in the fish market area on the river Elbe's northern banks.

## Legal framework

In its business operations, HHLA is subject to numerous German and foreign statutory provisions and regulations such as public law, trade, customs, labour, capital market and competition regulations. Its pricing is determined by the market and is, as a matter of principle, not regulated.

The regulatory environment for HHLA's commercial activities in and around the Port of Hamburg is largely determined by the Hamburg Port Development Act (Hamburgisches Hafenentwicklungsgesetz – HafenEG). HafenEG's objectives are to maintain the Port of Hamburg's competitiveness as an international all-purpose port, to safeguard freight volumes and to use the public infrastructure as efficiently as possible. To this end, the Port of Hamburg employs a "landlord model", under which the Hamburg Port Authority (HPA) owns the port areas and is responsible for building, developing and maintaining the infrastructure, while the privately owned port operators are responsible for the development and maintenance of the suprastructure (buildings and facilities). HHLA has concluded long-lease agreements with HPA for those port areas of importance to its business operations. Lease agreements are largely based on HPA's general terms and conditions for port-related real estate.

For the construction, operation, expansion and alteration of its handling facilities, HHLA is reliant on the issuance and continued existence of authorisations under public law, especially authorisations in accordance with the German Federal Emissions Control Act (Bundesimmissionsschutzgesetz – BImSchG), the applicable local building regulations, water and waterways laws, as well as any necessary planning permissions. HHLA's affiliated companies are subject to a number of strict regulatory requirements. In particular, these include regulations concerning the handling, storage and transport of environmentally harmful substances and hazardous goods, as well as rules concerning technical safety, health and safety in the workplace and environmental protection.

The security requirements at ports are mainly set out in the International Ship and Port Facility Security Code (ISPS Code), which, in the area of the Port of Hamburg, is implemented and specified by the German Port Security Act (Hafensicherheitsgesetz – HafenSG). The operators of port facilities – and thus also HHLA – are required to observe strict access control requirements and numerous other measures for averting danger.

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The regulatory environment for business activities in the Intermodal segment is largely determined by the EU directive establishing a single European railway area (Directive 2012/34/EU) and the EU directive on railway safety (Directive 2016/798), together with the national executive orders and implementing legislation. In particular, these include regulations governing the licensing of rail companies, the use of railway infrastructure and the associated fees as well as rail operation, safety and maintenance. The main legislation in Germany is the General Railways Act (Allgemeines Eisenbahngesetz – AEG), which sets out the requirements for rail operation, and the Railway Regulation Act (Eisenbahnregulierungsgesetz – ERegG), which, in particular, regulates network access and route pricing. In addition, there are further national, European and – especially for transnational rail transport – international regulations.

The legal framework for HHLA is subject to constant change at national, European and international level in order to keep pace with technical progress and increased sensitivity with regard to safety and environmental concerns, among other things, as well as to safeguard human rights along the supply chain.

## Market position

With its listed core business Port Logistics, HHLA competes with other companies on the European market for sea freight services. By establishing locations for handling activities both in the Mediterranean and Baltic regions, as well as continuously optimising and expanding its intermodal network, HHLA has been able to leverage the growth potential of its respective markets over recent years. In the 2023 financial year, however, the development of the HHLA Group was burdened by the ongoing war in Ukraine, the military escalation in the Middle East, rising geopolitical tensions, high inflation and interest rate hikes, which dampened the economic recovery from the pandemic. Economic environment

In mid-September 2023, HHLA was informed by its majority shareholder, the Free and Hanseatic City of Hamburg (FHH), that it had come to an understanding with the Mediterranean Shipping Company (MSC) as part of an investor agreement about a strategic investment in HHLA AG. According to this agreement, the City of Hamburg and MSC intend to manage and develop the company together in future. One central component of this partnership remains the neutrality of the HHLA business model. Significant events

{33}------------------------------------------------

### Container segment

#### Competitive factors

The competitive position of a terminal operator is determined by geographical location and the hinterland links of a port as well as its accessibility from the sea. Local freight volume in the direct catchment area of each port location also plays an important role. Other key competitive factors that influence the market position include the reliability and speed of ship handling as well as the scope and quality of services. Also of increasing importance is the performance of pre- and onward-carriage rail systems between the port and its hinterland (for example, in terms of frequency, punctuality and pricing) and therefore the range of integrated transport solutions.

Competition is extremely fierce in Northern Europe and ports are still being affected by changing shipping company constellations, alliances and participations in terminals. Business partners and clients

With regard to the potential transfer of container traffic, a distinction must be made here between overseas traffic (i.e. ocean transport from distant regions, such as Asia or North America, to Northern Europe) and feeder traffic, which redistributes cargo from the major North Range seaports to the Baltic, for example. The shift resulting from new shipping company constellations, alliances and participations in terminals towards more geographically flexible feeder traffic is having an impact on handling volumes. By contrast, handling volumes of overseas traffic that are tied to the port's natural catchment area are relocated less frequently. Competition in maritime hinterland transport by rail or truck is becoming more intensive, not least as a result of shipping companies entering the market through horizontal business field strategies.

#### Competitive environment

The market for port services of significance to HHLA on the Northern European coast (the North Range) is characterised by its high concentration of ports. Competition is particularly strong between the four largest North Range ports of Rotterdam, Antwerp-Bruges, Hamburg (HHLA's main hub) and the Bremen ports. In September 2023, Eurogate and Terminal Investment Limited, a subsidiary of MSC, prolonged their joint venture agreement for MSC Gate Bremerhaven until 2048.

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#### Container throughput at the North Range ports

Image /page/34/Figure/5 description: The image contains the text "Handling volumes and market shares 1–9 | 2023".

Image /page/34/Figure/6 description: This image shows a map of the North Sea region, including the countries of Belgium, Netherlands, and Germany. The map highlights several major ports and their throughput volumes in TEU (Twenty-foot Equivalent Unit) and market share percentages. Rotterdam is labeled with 10.2 m TEU and 35.2%, Antwerp-Bruges is labeled with 9.5 m TEU and 32.8%, Wilhelmshaven is labeled with 0.4 m TEU and 1.4%, Hamburg is labeled with 5.8 m TEU and 20.1%, and Bremen Ports is labeled with 3.0 m TEU and 10.5%. A note at the bottom states that the 2023 throughput volumes were not yet available from all ports at the time of reporting, so the first nine months of 2023 were used for the market share calculation.

Source: Port Authorities / market shares according to own calculation

As the most easterly North Sea port, the Port of Hamburg's position makes it the ideal hub for the entire Baltic region and for hinterland traffic to and from Central and Eastern Europe. Furthermore, the long-standing trading relationships between the Port of Hamburg and the Asian markets are advancing Hamburg's role as a major European container hub. With container throughput of 7.7 million TEU, Hamburg is expected to rank 21st among ports worldwide in 2023, cementing its status as the third-largest European container port after Rotterdam and Antwerp-Bruges. In the Port of Hamburg, HHLA is a direct competitor of Eurogate, particularly with regard to overseas services: HHLA operates three container terminals in Hamburg, while Eurogate operates one. With a throughput volume of 5.8 million TEU in the 2023 financial year, HHLA remained the largest container handling company in the Port of Hamburg and was able to expand its market share there to 75.6 % (previous year: 75.2 %). The major shipping regions were Asia, North America, Scandinavia and the Baltic region.

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in the Port of Hamburg in 2023

### Container throughput at the North Range ports

Image /page/35/Figure/5 description: The image is a line graph comparing the container throughput in million TEU (twenty-foot equivalent unit) for several major European ports from 2013 to 2023. The ports included are Rotterdam, Antwerp-Bruges, Hamburg, HHLA in Hamburg, and Bremen ports. Rotterdam has the highest throughput, starting at approximately 11.5 million TEU in 2013 and increasing to around 14.5 million TEU in 2023. Antwerp-Bruges starts at about 9 million TEU in 2013 and rises to approximately 13 million TEU in 2023. Hamburg's throughput is around 8.5 million TEU in 2013, fluctuating slightly before decreasing to about 7.5 million TEU in 2023. HHLA in Hamburg starts at approximately 7 million TEU in 2013 and decreases to around 5.5 million TEU in 2023. Bremen ports have the lowest throughput, starting at about 5.5 million TEU in 2013 and decreasing to approximately 4.5 million TEU in 2023.

Image /page/35/Figure/6 description: The image is a pie chart showing the distribution of something across different regions. Asia accounts for 51%, North America 11%, Scandinavia 10%, Rest of Europe 9%, Eastern Europe (Baltic Sea) 7%, Africa 4%, South America 4%, and Rest of the world 4%.

Container throughput by shipping region

Source: Source: Port Authorities; 1 incl. HHLA, 2 incl. Zeebrügge since 2022

Source: Hamburg Hafen Marketing e.V.

The Baltic Sea ports are served by high feeder traffic operating via central distribution points in the North Range. Ports such as Gdansk and Gothenburg, however, are also used by ocean-going vessels. Gdansk in particular experienced strong growth in the years up to 2022. Since 2022, however, container handling volumes have declined due to the war in Ukraine and the general economic environment in Europe. Nevertheless, the Port of Gdansk is a serious competitor within this network system. Despite the decrease in handling volumes, the expansion of the port and the Baltic Hub terminal in particular will continue to be pursued.

With HHLA TK Estonia, HHLA has been operating one of Estonia's most important multifunction terminals in the Port of Muuga near Tallinn since 2018. Due to the wide range of services, including container handling and the processing of RoRo traffic, as well as general cargo and bulk cargo, the terminal is very well positioned. Furthermore, the Port of Muuga is part of the Trans-European Transport Network (TEN-T), which includes rail routes, inland waterways, shorter seaborne routes and roads.

The Adriatic region with ports such as Koper and Trieste has also developed dynamically in recent years. Having acquired a majority shareholding in the multi-function terminal "Piattaforma Logistica Trieste" (PLT) in Trieste in 2021, HHLA has positioned itself in a market that offers good opportunities for development, including the opportunity to actively participate in and help shape new and changing cargo flows. The terminal has its own rail connection. The Port of Trieste is also integrated into the European intermodal network of HHLA's rail subsidiary METRANS. Since September 2023, a new container service has been using the terminal that links the ports within the Mediterranean region.

{36}------------------------------------------------

The Container Terminal Odessa (CTO) on the Black Sea is Ukraine's largest container terminal. It has been operated by the HHLA Group since 2001 and previously handled bulk cargo, general cargo and project cargo in addition to containers. With the outbreak of the war in Ukraine in February 2022, seaborne container handling at the CTO came to a standstill. All that was possible was the partial loading of grain ships to comply with international agreements. In addition, alternative intermodal logistics routes were established in the hinterland. Given the current geopolitical situation and the restricted business operations, it remains difficult to assess the market environment.

### Intermodal segment

#### Competitive factors

In addition to the density of the available network, key competitive factors for intermodal transport – which is becoming increasingly significant in terms of the competition between ports – include the frequency of departures, opportunities for freight pooling and storage in the hinterland, the geographical distance to destinations, punctuality and infrastructural capacity.

#### Competitive environment

With regard to container transport by train, the state railway companies compete with a variety of private rail operators and intermodal transport firms, as well as with other carriers such as trucks and barges or feeder ships. As rail infrastructure is mainly publicly owned, various national authorities guard against discrimination in terms of both access and usage fees.

HHLA operates proprietary inland terminals in Central and Eastern Europe along with its own container wagons and traction fleet (locomotives), all of which are central to the company's service offering. This is necessary to enable HHLA to run direct trains with frequent and highly punctual departures. HHLA occupies relevant market positions in the majority of the regions it serves in the field of intermodal transport. HHLA has a sound market position in the Hamburg Metropolitan Region in the delivery and collection of containers by truck.

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### Intermodal network of HHLA

Selected connections

Image /page/37/Figure/5 description: This image shows a map of Europe with various cities and transportation routes highlighted. The cities include Rotterdam, Antwerp, Duisburg, Wilhelmshaven, Bremerhaven, Hamburg, Gernsheim, Nurnberg, Munchen, Salzburg, Linz, Ybbs Wien, Krems, Leipzig, Berlin, Rijeka, Trieste, Koper, Zalaegerszeg, Arad, Inđija, Budapest, Dobrá, Gdańsk/Gdynia, Zlin, Brest/Malaszewicze, Praha, Constanța, Istanbul, Szeged, Streda, Dunajská, Žilina, Warszawa, Poznań, Plzeň, Košice, Ostrava, Dabrowa Gornicza, Wrocław, Ústí nad Labem, Česká Třebová, and Kornwestheim. The map also indicates different types of terminals, such as HHLA seaport terminals, Metrans hub terminals, Metrans terminals, and seaport terminals. Rail terminals in the Metrans network and Metrans rail connections are also marked. Some locations, like Zalaegerszeg and Szeged, are noted as being under construction.

### Logistics segment

The Logistics segment serves various market sectors, some of which are highly specialised. With its multi-function terminal Unikai, HHLA is the leading provider of specialist handling services in Hamburg. Via Hansaport, HHLA has a stake in Germany's biggest seaport terminal for handling iron ore and coal. HHLA also provides fruit handling services for Northern Europe through its Frucht- und Kühl-Zentrum. The portfolio also includes consulting and management services for clients in the international port and transport industry. New business activities in process automation, airborne logistics services and digital services, particularly for the intermodal segment, complete the portfolio.

### Real Estate segment

As a significant economic centre with a population of approximately 1.9 million, Hamburg is one of the largest property markets in Germany for the non-listed Real Estate segment. What makes its portfolio particularly attractive are its unique buildings and favourable locations in Hamburg's Speicherstadt historical warehouse district and on the northern banks of the river Elbe/fish market area. The company has built up a wealth of development and implementation expertise dedicated to finding the right balance between market-based tenant demands and careful handling of its landmarked buildings with world heritage status. 

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These properties compete with German and international investors marketing high-quality properties in comparable locations.

## Business partners and customers

In its relationships with business partners, HHLA strives for integrity, fairness, responsibility and sustainability. To minimise the risks that may occur at the start of and during business relationships, HHLA uses a Group-wide business partner screening system. The system facilitates the recurring risk-based analysis and assessment of business relationships and possible measures to reduce risks. Risk and opportunity management

### Customer structure

The customer base in the Container segment consists mainly of shipping companies, rail companies and freight forwarders. Globally operating container shipping companies account for the largest share of revenue. In ship handling, HHLA's container terminals work together with shipping companies on a generally neutral basis (multi-user principle) and offer a wide range of high-quality services. In the reporting year, HHLA's customer base included all of the world's top ten container shipping companies.

Investments in container terminals by shipping companies are widespread in the industry and standard practice. They aim to tie cargo

### Capacity breakdown by shipping line alliance

Far East–Europe as of 31.12.2023

Image /page/38/Figure/12 description: This image is a donut chart showing the market share of different shipping alliances. OCEAN Alliance (CMA CGM, COSCO) has 36%, 2M (MSC, APM-Maersk) has 34%, THE Alliance (Hapag-Lloyd, ONE, HMM, Yang Ming) has 25%, and Others have 5%.

Source: Alphaliner Monthly Monitor, January 2024

volumes to the port over the long term, to optimise terminal capacity and to strengthen supply chains.

Shipping companies hold non-controlling interests in three HHLA terminals. The shipping company Hapag-Lloyd holds a non-controlling interest of 25.1 % in HHLA Container Terminal Altenwerder (CTA). On 19 June 2023, HHLA and COSCO SHIPPING Ports Limited (CSP) signed the contracts for a minority interest of 24.9 % in HHLA Container Terminal Tollerort (CTT), following the conclusion of the investment appraisal process. And the Grimaldi Group holds a 49 % stake in the multi-function terminal Unikai, which is attributed to the Logistics segment.

HHLA's majority shareholder, the Free and Hanseatic City of Hamburg (FHH), and the Mediterranean Shipping Company (MSC) came to an understanding in September 2023 as part of an investor agreement about a strategic investment in HHLA. According to this agreement, the City of Hamburg intends to maintain a share of 50.1 % while MSC holds a share of up to 49.9 %. As part of a preliminary agreement, a business combination agreement will safeguard the neutrality of the business model and the equal treatment of the HHLA Group's customers. Significant events

{39}------------------------------------------------

In the Container segment, the three major shipping line alliances OCEAN Alliance, 2M and THE Alliance dominated the market as customers during the reporting year. The shipping companies of the 2M Alliance, A.P. Moller-Maersk (APM-Maersk) and MSC announced in January 2023 that they would not be extending their agreement and that the partnership would end in 2025. The OCEAN Alliance contract runs until 2027, while the contractual partnership of THE Alliance runs until 2030. In January 2024, the two shipping companies Hapag-Lloyd and APM-Maersk announced that they would be working together as the "Gemini Cooperation" as of February 2025. Hapag-Lloyd will therefore be leaving THE Alliance ahead of schedule in early 2025.

Shipping companies have a long history of joining forces to create alliances. HHLA is therefore also well equipped to handle this new development. The extent to which the latest industry developments will affect HHLA remains to be seen.

The shipping company APM-Maersk acquired the Hamburg-Süd shipping company in 2017 and announced in June 2023 that the Hamburg-Süd brand was to be retired. This does not affect the HHLA container terminals as all business activities already went through APM-Maersk at this time. There have been no further mergers or acquisitions among the top ten container shipping companies in the past few years.

|     | Shipping company              | Alliance       | thousand TEU |
|-----|-------------------------------|----------------|--------------|
| 1.  | MSC                           | 2M             | 5,614        |
| 2.  | APM-Maersk                    | 2M             | 4,122        |
| 3.  | CMA CGM Group                 | OCEAN Alliance | 3,578        |
| 4.  | COSCO Group (incl. OOCL)      | OCEAN Alliance | 3,057        |
| 5.  | Hapag-Lloyd                   | THE Alliance   | 1,964        |
| 6.  | ONE                           | THE Alliance   | 1,800        |
| 7.  | Evergreen Line                | OCEAN Alliance | 1,645        |
| 8.  | HMM (Hyundai Merchant Marine) | THE Alliance   | 784          |
| 9.  | Yang Ming                     | THE Alliance   | 709          |
| 10. | ZIM                           | –              | 619          |

### Top 10 shipping companies by transport capacity

Source: Alphaliner Monthly Monitor, January 2024

During the reporting year, new ship orders were down on the previous year, both in terms of the number of ships and the capacities ordered. Orders are distributed across all ship classes. Ships with a capacity of over 18,000 TEU – primarily used on the Far East–northern Europe routes so critical to Hamburg – currently account for 16 % of all container ship orders. Twelve new ships are expected in 2024 with a further eleven ships of this size on the shipyards' books for 2025.

Shipping companies and forwarders are also the main customers of the Intermodal segment. As one of the leading providers of intermodal services, HHLA's rail subsidiary METRANS assumes a neutral role in the intermodal market, which is characterised by an established number of public and private providers.

{40}------------------------------------------------

The services provided in the Logistics segment are aimed at various customer groups, ranging from steel companies and power plants (in the field of bulk cargo handling) to international operators of ports and other logistics centres (in the field of port consulting).

The Real Estate segment lets its office space and commercial premises to German and international clients from a variety of sectors: from logistics and trading companies to media, consulting and advertising agencies, fashion labels, hotels and restaurants, and companies in the creative sector.

### Sales activities

As far as possible, all of HHLA's sales activities follow the strategic approach of vertical integration, i.e. offering comprehensive transport and logistics services from a single source. This strategic approach is pursued by means of intensive, cross-segment dialogue between the sales organisations, joint customer visits and by attending events in the hinterland of seaports.

Sales activities in the Container segment are organised by means of key account management. The revenue share attributable to HHLA's five most important customers at its Hamburg container terminals changed in the 2023 financial year to 75.2 % (previous year: 75.1 %). The revenue share attributable to the ten most important customers at the Hamburg terminals decreased slightly to 95.7 % (previous year: 96.1 %). HHLA has maintained commercial relationships with the majority of its most important customers for well over two decades. HHLA concludes multi-year framework contracts with

#### Revenue distribution by customer

Image /page/40/Figure/10 description: This image is a pie chart showing the distribution of container terminals at the Hamburg container terminals in 2023. 75% of the terminals are in the top 1-5 category, 21% are in the top 6-10 category, and 4% are in the others category.

its shipping customers that set out both the scope and the remuneration of services. As the usage volume for these services is not fixed, there is no order backlog in the traditional sense for the specific services provided by HHLA.

In the Intermodal and Logistics segments, sales activities are generally managed locally by the individual companies. As a rule, no framework contracts are concluded regarding transport services; instead, the current transport or service requirements are provided to order.

The Real Estate segment's sales team offers potential clients and tenants a wide range of services for properties in its two main districts – Hamburg's Speicherstadt historical warehouse district and the northern banks of the river Elbe/fish market area – as well as for logistics properties in the Port of Hamburg.

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## Procurement and supplier management

### Remit and strategic objectives

HHLA Group Procurement is firmly established as a strategic partner within the Group. It is involved in procurement projects at an early stage, providing value-adding support. Purchasing is a shared service provided by the Group's management holding company in Hamburg and deals with procurement activities on behalf of most of its domestic majority holdings. It also supports and advises Group companies as part of its holistic management of product groups, suppliers and contracts so that the service and performance requirements of internal customers are met as fully as possible.

Pioneering solutions are developed for the Group in close partnership with Operations and Engineering. In the process, HHLA draws on strategic and cooperative collaborations with select business partners. The aim is to establish a consolidated supplier base characterised by maximum added value, top quality and optimum life cycle costs. In addition to economic aspects, great importance is attached to sustainable procurement, which begins with the careful selection of suppliers. In the supplier qualification process, suppliers submit a selfdisclosure confirming that they fulfil the quality standards of HHLA in the fields of sustainability, compliance, procurement and occupational health and safety.

### Product groups and volumes

The procurement volume of the HHLA Group amounted to around € 332 million in 2023 (previous year: € 376 million) and was distributed among the above-mentioned groups. Given the high proportion of investment projects in the 2022 and 2023 financial years, the volume was well above the average amount of the previous years.

The portfolio covers a wide spectrum, divided into three main product groups: technical purchasing, construction purchasing, information technology (IT) and indirect purchasing.

#### Procurement volumes

in the HHLA Group in 2023: € 332 million

Image /page/41/Figure/13 description: The image is a donut chart showing the distribution of different categories. 19% is construction, 22% is IT, indirect services and materials, and 59% is technical products.

Technical purchasing deals with the procurement of port handling equipment and energy products and covers material procurement as well as the procurement of services needed to service and maintain terminals and technical components. The construction department is responsible for the product groups of construction above and below ground, railway construction and facility management. In addition to project management services, these areas also include planning and engineering services as well as maintenance and repair services. The main items procured by the IT and indirect purchasing department include software, hardware and telecommunication products, as well as services such as consultancy, marketing and HR services. The department also handles the procurement of office materials and personal protective equipment.

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### Selection of suppliers and service providers

When selecting partners, great importance is attached to sustainability and compliance, as well as financial stability, quality, reliability and innovative flair. HHLA requires its suppliers and service providers to comply with its Supplier Code of Conduct, which covers aspects of human rights, occupational health and safety, environmental protection and sustainability as well as appropriate conduct in a business environment. Due to the requirements of the German Supply Chain Due Diligence Act, the Supplier Code of Conduct has been supplemented in parts and can be found on the HHLA website. [HHLA Supplier Code of Conduct](https://hhla.de/fileadmin/download/zulieferer/HHLA_Supplier_Code_of_Conduct__English_version_1.0_2-20_.pdf)

In 2023, all suppliers were contacted and requested to confirm the current version. Prior to the change, almost 80 % of the procurement volume was placed with suppliers who had pledged to comply with the requirements, or with similar regulations. For the new version, the proportion is currently 80 % of the procurement volume.

Overall, the procurement volume was divided between 1,936 active suppliers during the reporting period. Around 25 % of the volume was placed with suppliers based directly in Hamburg. Approximately 93 % of the procurement volume is attributable to business partners in Germany, although it must be said that, particularly in the case of capital goods and replacement parts in technical purchasing, as well as in IT services, the company often cooperates with suppliers that have sites in Germany but belong to international groups. In 2023, half of the suppliers in technical purchasing with the highest procurement volumes belong to international groups and account for 75 % of total volume. The supplier structure is generally highly dependent on the requirements.

Sustainability standards are also becoming increasingly important – a fact also reflected by the respective legislation. For example, the German Supply Chain Due Diligence Act came into force in 2023. This act governs corporate responsibility for complying with human rights requirements in global supply chains. In order to define and establish effective and appropriate processes, HHLA set up a project with the Sustainability, Purchasing and Compliance departments in 2022. External consultants supported the project, which also included an initial risk analysis. Potential risks were identified for a small number of suppliers and service providers. As a result, defined risk mitigation and avoidance measures were – and continue to be – implemented within the Group. In addition to the confirmation of the updated Supplier Code of Conduct, this also includes verifying recognised risks and the Group-wide launch and implementation of the concept.

An existing element of the supplier and risk management strategy is business partner screening which, for example, makes it possible to regularly check entries in various sanctions lists. Compliance with these criteria is monitored by an IT-based supplier management system. This also facilitates a continual review of the degree of fulfilment and the supplier base.

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### Operational and strategic areas of focus

In light of the challenging economic situation, demand management and cost management were both major areas of focus in 2023, along with supplier management. Prompted by volume trends, consumer spending and behaviour was carefully analysed and adapted with the aim of adjusting service scope and agreements and ensuring detailed transparency regarding payment obligations. Through close dialogue with the departments, demand was optimised, alternative contract and financing models developed and liquidity-generating measures adopted.

An ongoing challenge is the systematic development of digital processes to optimise the effort devoted to regularly recurring activities and to provide operational and strategic processes with the best possible support. The department is currently developing a digital roadmap for this purpose. The foundation for this transformation process was laid with the launch of the new catalogue system, which has been in operation since 2021 and for which a release upgrade was initiated in 2023 in order to tap further optimisation potential. This has enabled us to consistently increase the automation rate in operational procurement processes over the past few years. In the reporting period, 64.5 % of all purchasing processes were handled fully automatically (previous year: 61.2 %; 2021: 56.5 %). This helps us to streamline processes and ensure compliance with process standards. Furthermore, we laid the groundwork to further digitalise our contract and supplier management, also in the areas of risk management and sustainability.

From a strategic perspective, the topics of supplier management and risk management remain the dominant issues for purchasing. Against the backdrop of the German Supply Chain Due Diligence Act and preparations for the Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive, it will be essential to ensure processes are consistent and well-structured for our top product groups and suppliers in order to keep pace with the growing significance of sustainability and environmental responsibility in the business environment. In this context, the ongoing centralisation of procurement activities and the mapping of Group standards will remain a key topic for the department.

## Innovation

Changing expectations on the part of customers, employees and other stakeholder groups mean that also companies with established business models must continually scrutinise, develop and enhance their activities. In order to operate successfully over the long term in the dynamic and often highly volatile logistics sector, HHLA aims to meet the various needs of its customers and employees as effectively as possible through a process of continuous improvement and development of its structures and processes.

In doing so, HHLA only engages to a very limited extent in research and development in the narrower sense of the term. However, it consistently strives to develop its own innovative logistics solutions while quickly adopting product innovations and application-oriented technologies that have been successfully proven on the market. The focus is on the constant

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monitoring of markets and technologies in order to identify promising developments at an early stage. Due to close collaboration with technical universities, institutes, industry partners and government authorities, as well as start-ups, (joint) projects can be planned, managed and developed by working groups.

HHLA's strategic objective in doing so is to make its core business "fit for the world of tomorrow" and to tap new growth areas along the logistics chain. It focuses in particular on opportunities arising through the automation and digitalisation of logistics processes.

### Efficiency programme at the Hamburg container terminals

As part of its corporate strategy, HHLA is committed to a transformation process aimed at strengthening the company's future viability and creative power over the long term. In order to implement this, HHLA launched a comprehensive efficiency programme at the container terminals in Hamburg in 2021 that will last at least five years. This programme aims to make it easier over the medium term to establish volume leadership and to optimise the capacity utilisation of existing structures in the Port of Hamburg while improving the company's price position through cost synergies. Boosting efficiency and performance will strengthen HHLA's market and competitive position over the medium term and secure the future of this site and employment over the long term. Operational efficiency, one of the key customer requirements, forms the basis for customer satisfaction and loyalty. It therefore plays a major role in ensuring the lasting economic success of the company.

The focus is on the centralisation and digitalisation of planning, administration and management tasks, the extensive automation of the terminals, and the strictly KPI-based management of service processes that are optimised on an end-to-end basis.

#### Adjustment of the organisational structure

A new organisational structure aims to make the end-to-end process-optimising management of handling operations more rigorous in the future. The far-reaching, cross-terminal standardisation of processes, terminals and systems while realigning management roles and enhancing employee skills will create the basis for a faster-learning and permanently developing organisation.

Cross-terminal staff deployment planning at the Hamburg container terminals will form the basis for enabling the increasing flexibility and planning security required for processing vessels that are continually growing in size. New shift models are to be made digitally operational by means of a modern workforce management system.

#### Automation of facilities

The automation of facilities and process steps not only lowers handling costs but also increases process reliability and occupational health and safety. Examples of this include automation projects such as the introduction of automated guided vehicles (AGVs) at Container Terminal Burchardkai (CTB) for the horizontal transportation of containers and automatic truck handling for more efficient truck processing.

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By switching to the new yard crane system, we are not only able to make much more efficient use of space, but also to boost the productivity of the container terminal. Furthermore, electrified yard cranes are another investment in the sustainable future of HHLA because the use of electricity from renewable sources reduces carbon emissions. The project was funded by the European Regional Development Fund (ERDF).

#### Expansion of digitalisation for process optimisation

HHLA's digitalisation measures aim to pool process-relevant information and control variables and make them available on shared digital platforms in order to increase process speed and performance, thus making an important contribution towards boosting competitiveness. Furthermore, the digitalisation initiatives serve to create and simplify interfaces with the company's customers and facilitate the optimisation of handling quality.

Digitalisation measures are identified and implemented using participatory methods and aligned with the Group's value creation objectives. The core areas for digitalisation opportunities are regularly analysed, with the potential added value quantified. This gives rise to the priority with which measures are to be implemented.

### Tapping new growth fields

The HHLA Next innovation unit established in 2021 aims to unite the expertise of the Group with the agility of a start-up in order to promote innovative digital concepts while actively shaping the transportation methods of the future. Its activities focus on generating new growth fields, particularly in the areas of digital end-to-end logistics processes, autonomous solutions, sustainable logistics, automated handling and intelligent and sustainable storage solutions.

The business models and products are developed by HHLA itself, in cooperation with partners and through investments in companies in the maritime logistics environment. The innovative products and business models already developed and established as independent companies in this way include HHLA Sky, modility, heyport and passify. In addition, HHLA Next invested in FERNRIDE GmbH in the 2023 financial year.

#### HHLA Sky: end-to-end drone system

HHLA Sky has developed a scalable, end-to-end drone system that allows the safe operation of drones beyond the visual line of sight (BVLOS). These industrial drones are extremely robust, very light and equipped with safety technology. Customers can integrate the system into their own business processes independently, or use it as a service operated by HHLA Sky. Moreover, HHLA Sky has developed software and related information systems that can be acquired for licensed use. Among other things, the control centre is used operationally for drone flights to inspect container gantry cranes at HHLA terminals.

HHLA Sky significantly expanded its sales activities in the public sector in 2023. Monitoring solutions with high demands on IT security are particularly important for this customer segment. Furthermore, HHLA Sky was able to contribute its expertise to other funding projects, such as Blu-Space, Genius and U-Turn. Important certification processes, such as 

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ISO 9001, were successfully completed during the financial year. In 2023, HHLA Sky's X4 drone received the German Design Award and the Red Dot Award in the elite "Best of the Best" category.

#### modility: booking and placement portal for intermodal transport

modility is an online booking and placement portal for intermodal transport in Europe with a focus so far on road and rail. The portal enables operators to market their transport capacities in a virtual marketplace for intermodal transport and offers freight forwarders a simple, fast search process and direct transport bookings. In this way, modility aims to become the central access point for intermodal transport and make it easier for companies to switch to more climate-friendly intermodal transport. Since November 2022, the technical development has been promoted by the Federal Ministry of Transport and Digital Infrastructure (BMDV) as part of its "Future of rail freight transport" programme. During the 2023 financial year, modility was named as a finalist in the 2023 German Logistics Awards by the Bundesvereinigung Logistik (BLV).

#### heyport: digital scheduling platform for port calls

The open platform heyport – currently being spun off – brings together terminals, shipping companies, agents and other players in the port environment for the purpose of digital scheduling. With its one-stop-shop approach, heyport offers various integration options right from the start to ensure that operating decision-makers always have all the latest scheduling data to hand. Our own analyses, as well as IMO studies, show that just-in-time port calls can cut greenhouse gas emissions between the ports by up to 14 %. Simple coordination of berth availability via a scalable network significantly reduces the scheduling time required for all parties. More than 2,000 ship calls at container, RoRo and bulk terminals have been coordinated and scheduled via heyport so far.

#### passify: platform for the automation of handling processes

The passify platform – currently being spun off – enables truck drivers or operators of logistics sites, such as container terminals, to fully automate their handling processes. A smartphone app enables truck drivers to verify their identity and check themselves in so they can receive access authorisations and all the information they need for the handling process. The platform enables the automated processing of truck arrivals, including advance announcements, security checks and appointment scheduling. The application can be flexibly integrated into various processes and systems within the terminal, processes real-time information and thus facilitates proactive resource management, as well as the optimised, flexible handling of trucks. In addition, passify offers extensive applications for the digital management of logistics sites, such as access management and site security.

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#### FERNRIDE

FERNRIDE is developing a platform for autonomous electric trucks and solutions to integrate them into existing logistics processes by gradually increasing autonomy via remote operation. As autonomous trucks are a highly relevant topic for HHLA, HHLA Next decided to acquire a stake in FERNRIDE. An increasing shortage of drivers coupled with European efforts to decarbonise heavy goods transport as one of the main emitters of greenhouse gases, along with the applicability of the technology at HHLA terminals were the main factors behind this decision. The first pilot project was successfully completed at HHLA TK Estonia in 2023.

### Other development projects and funding projects

HHLA is also involved in various funding projects involving the development of innovative technologies and logistics solutions. In addition to more efficient logistics chains and the optimised networking of production and logistics, the innovations and new port technologies aim to provide carbon-neutral logistics solutions.

#### Project overview: Container segment

| Project                                    | Project goal                                                                                                                                                                                                           | Partner                                     | Funding | Project duration  |
|--------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------|---------|-------------------|
| Artificial Intelligence<br>(AI) Initiative | Increase warehouse productivity based on AI-based<br>prediction of container pick-up time and outbound mode of<br>transport                                                                                            |                                             | IHATEC1 | in planning       |
| Pin-Handling-mR<br>(mobile robotics)       | Development of automated pin handling for container<br>wagons using mobile robotics                                                                                                                                    | Fraunhofer-<br>Gesellschaft e.V.            | IHATEC1 | 10/2022 – 03/2025 |
| PortSkill 4.0                              | Analysis and research of the competences and qualifications<br>needed for port work in the future in order to develop<br>innovative learning concepts and environments as well as<br>new education and training offers | ma-co maritimes<br>competenzcentrum<br>GmbH | IHATEC1 | 12/2021 – 11/2025 |

1 Funding programme for Innovative Port Technologies (IHATEC), funded by the Federal Ministry of Digital Affairs and Transport (BMDV).

### Project overview: Intermodal segment<sup>1</sup>

| Projekt             | Project goal                                                                                                                  |
|---------------------|-------------------------------------------------------------------------------------------------------------------------------|
| Automation dispatch | Automation of truck and train handling at the terminals                                                                       |
| Automation Cover    | Transshipment automation at the hinterland terminals as well as further Automation in the terminal, stowage and storage areas |
| Digital platforms   | Development of digital platforms to increase the effectiveness of traffic and optimisation of terminal operations             |

1 The projects are still in the start-up phase, so no information on funding, contractual partners or defined durations is currently available

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#### Project overview: Logistics segment

| Project       | Project goal                                                                                                                                                                                                                                      | Partner                                         | Funding                                                 | Project duration  |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------|---------------------------------------------------------|-------------------|
| AKIDU         | Automatic, AI-integrated scheduling for universal terminals to<br>digitalise manual processes for receiving, storing and loading<br>heterogeneous, non-standardised rolling goods                                                                 | HITEC e.V., akquinet<br>port<br>consulting GmbH | IHATEC1                                                 | 03/2022 – 12/2024 |
| HHLA Sky      | Research project on the autonomous use of drones in<br>industrial and handling facilities, taking into account all safety<br>criteria and AI-supported control                                                                                    | Hochschule<br>Osnabrück                         | Federal Ministry of<br>Finance                          | 01/2023 – 12/2023 |
| Hafenplan ZEN | Strategic port planning based on digital twins - the quality of<br>strategic port planning and the measures mapped therein is<br>to be increased through holistic simulations                                                                     | University of<br>Hamburg                        | IHATEC1                                                 | 11/2022 – 04/2025 |
| Rymax-One     | Provision of use cases from the field of logistics in order to<br>integrate high-performance computing environments in the<br>future and make them available to interested users via cloud<br>access to an HPC quantum computer hybrid operation. | University of<br>Hamburg &<br>Fraunhofer ITWM   | Federal Ministry of<br>Education and<br>Research (BMBF) | 12/2021 – 11/2026 |

1 Funding programme for Innovative Port Technologies (IHATEC), funded by the Federal Ministry of Digital Affairs and Transport (BMDV).

### Project overview: Holding & Real Estate

| Project                                                           | Project goal                                                                                                                                                                                                                                      | Partner                                                                                          | Funding                                                                      | Project duration |
|-------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------|------------------|
| Climate neutrality in<br>listed buildings                         | Research project on the generation, storage and use of<br>energy required for real estate operation                                                                                                                                               | University of<br>Stuttgart, HafenCity<br>University Hamburg<br>(BIMLab), University<br>of Aachen | Federal Ministry for<br>Economic Affairs and<br>Climate Protection<br>(BMWK) | 10/2021-12/2024  |
| TransHyDE<br>Sub-projects<br>"Mukran" on Rügen<br>and "Helgoland" | Development of an approach for the production, transport<br>and use of hydrogen; testing the possibilities for transporting<br>hydrogen in high-pressure containers as well as via the<br>carrier medium LOHC (Liquid Organic Hydrogen Carriers). | 240 partners from<br>science and industry                                                        | Federal Ministry of<br>Education and<br>Research (BMBF)                      |                  |

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## Strategy and management

## Corporate and sustainability strategy

HHLA is a European port and logistics group. It connects port terminals with intermodal hinterland networks to create climate-friendly logistics chains, thus firmly embedding sustainability within its business model.

With its Balanced Logistics sustainability strategy, HHLA is highlighting its commitment to reconciling ecological, social and economic responsibility. As a result, it is paving the way for sustainable growth of its enterprise value.

### Transformation process

The further development of the logistics sector represents a key value for HHLA. Since 2017, efficient cost structures, an ambitious sustainability and technology strategy and the tapping of new growth drivers beyond the company's existing core business have been the cornerstones for securing and expanding HHLA's enterprise value.

HHLA draws on its creative power to focus on the development of additional values. In this way, it aims to strengthen customer loyalty and its customer base. The four main guiding principles of corporate development which help us achieve these aims remain:

#### Fit for the world of tomorrow

Our core business is being strengthened to be able to enter the world of tomorrow sustainably and profitably. A corresponding programme for the future is being implemented. This programme aims to enhance competitiveness, quality and profitability.

#### Exploiting additional growth areas

HHLA is tapping growth potential along the transport streams of the future, along the logistics value chain and in new, digital business models.

![Target Icon](https://i.imgur.com/156699l.png)

#### Investments and finance

The company will continue to gear its investments and operating results towards sustainable, profitable growth. HHLA applies a value-oriented approach to its strategic investments. The most important investment criteria are the growth prospects and anticipated return on capital of the investment projects.

Image /page/49/Picture/18 description: The image shows a graphic with three stylized figures connected at the shoulders, next to a gear icon. To the right of the graphic is the text "Organisation and corporate culture" in a dark blue font.

The company's organisational structure and corporate culture are being aligned with tomorrow's world. The client is being placed more than ever at the centre of activity.

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At the same time, HHLA's market environment is changing at an ever-greater pace. HHLA aims to harness this change quickly and successfully, with determination and focus. With this in mind, HHLA is fine-tuning its creative ambitions:

- We help to shape changes in the logistics sector. ■
- We invest in sustainable and innovative technologies in order to increase our enterprise value. ■
- We pursue targeted diversification along the logistics chain in order to offset significant changes in our core business, supplement our product portfolio and drive growth. ■

Strengthening the container terminals at the Port of Hamburg is a key pillar of our strategy to safeguard the HHLA Group's value. This goes hand in hand with the targeted expansion of our highly profitable intermodal business.

The Executive Board of HHLA will continue the ongoing transformation process.

### Expansion and consolidation of market position

In the listed Port Logistics subgroup, activities to cement and expand the current market position are governed by the following guidelines:

In the Container segment, HHLA aims to be an efficient, highly automated and high-performance port service provider with a strong hinterland network and cutting-edge, digital customer solutions. In order to achieve this, the design and operation of HHLA's container terminals are systematically geared to maximum productivity of space and manpower efficiency. At the same time, innovative technologies and processes are used to achieve continuous improvements in quality standards. In doing so, the terminals are being developed into efficient interfaces within a sustainable and emission-free transport chain.

In the Intermodal segment, HHLA strives to be a quality and efficiency leader and aims to leverage this leading position in order to profit from the transport flows of the future. METRANS will play an important role along the hubs and connecting lines of the logistics network, both in Europe and beyond. Due to efficient networking between the Intermodal segment and the other activities of the HHLA Group, HHLA is able to offer its customers a perfectly coordinated range of services characterised by efficient intermodal transport from its seaport terminals to transshipment in the European hinterland and vice versa. Furthermore, HHLA offers its customers continental transport between European destinations. By further expanding its European network, gaining market shares in Europe and offering climate-friendly services, HHLA is pursuing the goal of increasing both the scope of its services and reach for its customers. In addition, HHLA focuses on increasing its vertical integration.

In its Logistics segment, HHLA pools a wide range of port-related services. HHLA also markets its expertise in infrastructure and project development internationally. In addition, new and innovative business activities along the material and digital logistics value chain are being pursued and promoted. In response to rapid developments in the global transport and logistics sector, HHLA Next GmbH was founded in 2021 to serve as HHLA's central innovation unit and to pool its innovative and sustainable business activities. Innovation

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In addition to purely organic growth, HHLA constantly explores opportunities for further acquisitions with a view to opening up new growth areas along the logistics value chain.

In its non-listed Real Estate subgroup, HHLA pursues the objective of developing into an integrated, market-viable developer of specialist properties. The corporate unit HHLA Real Estate aims to be Hamburg's flagship provider of intelligent district management and development on the basis of this clear strategic alignment and reliable prioritisation. As such, HHLA is becoming a much sought-after specialist in its clearly defined areas of expertise.

#### The HHLA service network

Image /page/51/Figure/7 description: The image contains the text "HHLA connects its customers with maritime and continental transport flows".

Image /page/51/Figure/8 description: This image shows a map of Europe with several cities labeled, including Hamburg, Tallinn, Trieste, Odessa, Poznan, Brest / Malaszewicze, Praha, Ceska Trebova, Krems, Budapest, Dunajska Streda, and Zalaegerszeg. Zalaegerszeg is labeled as "to come 2024". The image also includes a diagram with the words "Port Handling", "Hinterland Transport", "Logistics", "Real Estate", "Information and Data", "Container Services", "Customer", and "Consulting".

### Sustainability as an integral part of the corporate strategy

In addition to the continued development of our core business and the development of new growth fields, sustainability is an integral component of HHLA's business model.

HHLA has therefore developed a sustainability strategy with nine areas for action under the heading "Balanced Logistics". These nine areas for action cover all aspects of sustainability and their practical application for HHLA. Responsible corporate governance forms the basis for implementing the strategy – the main focus of which is on climate-friendly logistics chains, land optimisation, climate protection and energy efficiency.

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With its activities in these nine areas for action, HHLA is helping to support the 17 Sustainable Development Goals of the United Nations. These 17 goals were formulated by the UN to foster sustainable global development and shape economic development so that it takes account of social justice and the earth's environmental conditions. As part of its sustainability strategy, HHLA supports all the goals, of which high-quality education (SDG 4), affordable and clean energy (SDG 7), decent work and economic growth (SDG 8), industry, innovation and infrastructure (SDG 9) and climate protection measures (SDG 13) correspond in particular to HHLA's activities.

#### Balanced Logistics sustainability strategy

| Field of activity                                       | Guidelines                                                                                                                                                                                                                                                      | Sustainable Development Goals (SDGs) |
|---------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
| Ecology:<br>Climate-friendly<br>logistic chains         | We create climate- and environmentally friendly logistics chains.                                                                                                                                                                                               |                                      |
| Ecology:<br>Area optimisation                           | We use the port and logistics chains as efficiently as possible.                                                                                                                                                                                                |                                      |
| Ecology:<br>Climate protection and<br>energy efficiency | We reduce our CO2 emissions through energy efficiency and innovation.                                                                                                                                                                                           |                                      |
| Ecology:<br>Environmental and<br>resource protection    | We reduce our environmental impact and conserve natural resources.                                                                                                                                                                                              |                                      |
| Society:<br>Working world                               | We invest in vocational education and training with tailored staff development<br>programmes.                                                                                                                                                                   |                                      |
| Society:<br>Occupational health<br>and safety           | We ensure safe and fair working conditions and promote health-conscious behaviour.                                                                                                                                                                              |                                      |
| Society:<br>social engagement                           | We engage in dialogue with society to discuss and provide information on topics<br>related to port logistics.                                                                                                                                                   |                                      |
| Economy:<br>Added value and<br>innovation               | We make an ongoing and significant contribution to added value and thus raise<br>prosperity at all locations.                                                                                                                                                   |                                      |
| Economy:<br>Business partner                            | We offer tailor-made solutions and work responsibly with our suppliers.                                                                                                                                                                                         |                                      |
| Governance                                              | A company can only achieve sustainable success if it behaves in a responsible and legally compliant manner. Compliance, data<br>privacy, respecting human rights, and combating corruption and bribery are seen as the fundamental requirements for sustainable |                                      |

corporate governance. Business ethics and integrity

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## Corporate and value management

HHLA's primary financial objectives include the long-term, sustainable growth of its enterprise value. HHLA uses a Group-wide value management system to plan, manage and monitor its commercial activities. No changes were made to this system in the 2023 financial year.

### Financial performance indicators

The key operational management parameters used by the HHLA Group are the operating result (EBIT) and the average operating assets (capital employed). EBIT and capital expenditure as key drivers of the average capital employed are the main intra-year and short-term performance indicators. Return on capital employed (ROCE) is calculated for the measurement of long-term, value-oriented performance and is also used to determine the annual value added. The HHLA Group calculates ROCE as a ratio of EBIT and the average operating assets used.

Commercial activities are generally regarded as value-generating if ROCE exceeds the cost of capital and a positive value contribution is made. Such capital costs correspond to the weighted average of equity costs and the cost of borrowed capital. As in the previous year, HHLA used a weighted average cost of capital of 8.5 % p.a. before tax to calculate the growth in value at Group level in the 2023 financial year. This minimum interest rate reflects the Executive Board's target of a medium- to long-term rate of return arising from a balanced relationship

#### Value management

ROCE – defining parameters and influential factors

Image /page/53/Figure/11 description: This image shows a diagram of how to calculate return on capital employed (ROCE). ROCE is calculated by dividing operating result (EBIT) by average operating assets. Operating result (EBIT) is calculated by subtracting operating expenses from operating income. Average operating assets is calculated by adding average net non-current assets and average net current assets.

between equity and borrowed capital. This approach avoids short-term fluctuations in interest rates on the capital markets that may distort the information provided by the value management system.

Despite a weaker economic environment and the burden of high inflation and increased interest rates, the HHLA Group achieved a positive EBIT result of € 109.4 million (previous year: €220.4 million) in the 2023 financial year. The year-on-year decrease in EBIT amounted to 50.4 %. Earnings position

Average operating assets rose by 4.0 % to € 2,361.2 million in the reporting period (previous year: € 2,271.1 million). Financial position

At 4.6 % (previous year: 9.7 %), return on capital employed failed to reach the targeted longterm rate of return of 8.5 %. This resulted in a negative value contribution of € 91.3 million in the 2023 financial year (previous year: € +27.4 million).

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#### Key figures value added

| in € million                      | 2023      | 2022      | Change   |
|-----------------------------------|-----------|-----------|----------|
| Operating income                  | 1,527.5   | 1,634.2   | - 6.5 %  |
| Operating expenses                | - 1,418.1 | - 1,413.8 | 0.3 %    |
| EBIT                              | 109.4     | 220.4     | - 50.4 % |
| Ø Net non-current assets          | 2,254.1   | 2,149.7   | 4.9 %    |
| Ø Net current assets              | 107.1     | 121.4     | - 11.7 % |
| Ø Operating assets                | 2,361.2   | 2,271.1   | 4.0 %    |
| ROCE in %                         | 4.6       | 9.7       | - 5.1 pp |
| Capital costs before tax1<br>in % | 8.5       | 8.5       | 0.0 pp   |
| Capital costs before tax          | 200.7     | 193.0     | 4.0 %    |
| Value added in %                  | - 3.9     | 1.2       | - 5.1 pp |
| Value added                       | - 91.3    | 27.4      | neg.     |

1 of which 5.0 % for the Real Estate subgroup

### Non-financial performance indicators

The main non-financial performance indicators are container throughput and container transport volumes. In addition to the regular dialogue that HHLA maintains with its customers, the company makes extensive use of macroeconomic forecasts as early indicators for volume trends and its operating activities. These include the anticipated development of gross domestic product for important trading partners and subsequent estimates for foreign trade and import/export flows, as well as for container traffic on relevant routes and changes in the correlation between gross domestic product and containerised trading volumes.

Other non-financial performance indicators such as the number of employees, rail-bound container transport volume and absolute CO2e emissions are recorded and evaluated on a monthly or annual basis by the internal management information system. The sustainable performance indicators are derived from HHLA's corporate and sustainability strategy.

#### Sustainable performance indicators

| Field of activity                           | Key figure                                                                                                                                                                                                                                                                    | Goal                                                                   | Measure                                                                                                                                                                                                                                      |
|---------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Climate-friendly logistics<br>chains        | Container transport (in TEU)<br>Hinterland transport plays a central role in the<br>climate-friendly design of logistics chains.<br>Increasing the volumes transported makes a<br>significant contribution to this.<br>Climate-friendly logistic chains<br>Intermodal segment | Increase in rail-bound<br>transport volume to<br>2 million TEU by 2030 | Expansion of intermodal activities                                                                                                                                                                                                           |
| Climate protection and<br>energy efficiency | Absolute CO2e emissions1<br>Emissions                                                                                                                                                                                                                                         | Emissionen                                                             | In order to reduce CO2 emissions, HHLA has bee<br>focusing on electrification and the use of<br>electricity from renewable energies for years.<br>Energy-efficient processes and technologies are<br>an integral part of the measures taken. |
| Working world                               | Employees (headcount)<br>Headcount and personnel structure                                                                                                                                                                                                                    | Safeguarding the<br>number of employees<br>across the Group            | Expansion and targeted development of growth<br>opportunities in the intermodal business,<br>development of growth potential in new digital<br>business models                                                                               |

1 In the 2022 reporting year, the calculation was changed to CO<sup>2</sup> equivalents (CO2e), so that in addition to the climate impact of pure CO<sup>2</sup> emissions, the climate impact of other climate impact of other greenhouse gases (such as N2O) is also taken into account in the calculation.

{55}------------------------------------------------

## Economic report

## Economic environment

### Macroeconomic development

### Development of gross domestic product (GDP)

| in %                                                                | 2023  | 2022  |
|---------------------------------------------------------------------|-------|-------|
| World                                                               | 3.1   | 3.5   |
| Advanced economies                                                  | 1.6   | 2.6   |
| USA                                                                 | 2.5   | 1.9   |
| Eurozone                                                            | 0.5   | 3.4   |
| Germany                                                             | - 0.3 | 1.8   |
| Italy                                                               | 0.7   | 3.7   |
| Emerging economies (newly industrialising and developing countries) | 4.1   | 4.1   |
| Emerging Asian economies                                            | 5.4   | 4.5   |
| China                                                               | 5.2   | 3.0   |
| Central and Eastern Europe (emerging European economies)            | 2.7   | 1.2   |
| Russia                                                              | 3.0   | - 1.2 |
| Latin America and the Caribbean                                     | 2.5   | 4.2   |
| World trade                                                         | 0.4   | 5.2   |

Source: International Monetary Fund (IMF); January 2024

According to the International Monetary Fund (IMF), the global economy performed better in the 2023 financial year than anticipated at the start of the year. The IMF estimates that the global economy as a whole grew by 3.1 % in the 2023 financial year. The marked slowdown in global economic activity that was feared in many quarters due to high inflation rates in 2022 and the resulting sharp response of monetary policy failed to materialise. Instead, inflation fell more rapidly than initially assumed. As a result, economic growth in the second half of 2023 – particularly in the United States and several major emerging and developing nations – was stronger than expected, according to the IMF. However, this growing momentum was not felt everywhere, and growth remained low from a long-term perspective. Despite the resolution of supply chain problems from the time of the pandemic and faster delivery times, world trade remained flat throughout the year and was down significantly on the previous year at 0.4 %..

Several advanced economies proved to be surprisingly resilient. Total economic output rose by 1.6 % in 2023. The US economy recorded unexpectedly robust growth of 2.5 % despite still being held back by high interest rates. Growth in the eurozone was hampered by weak consumer sentiment, the ongoing impact of the economic crisis and a sluggish economy. In its most recent assessment, the IMF estimates that gross domestic product (GDP) in the eurozone grew only marginally by 0.5 % in 2023. As an export nation, Germany suffered from weak global demand, high inflation – especially with regard to energy costs – and the restrictive monetary policy. This was compounded by a crisis in the construction industry due to a wave of cancellations in residential developments. In addition, the German

{56}------------------------------------------------

economy was afflicted by a series of non-recurring factors. These included a high sickness rate and the strikes of national rail operator Deutsche Bahn. In light of the shrinking economy in the final quarter, the IMF anticipates that the economic output of Europe's largest economy declined by 0.3 % for the year as a whole. Italy is also expected to have suffered a decrease in GDP to 0.7 %.

By contrast, the emerging economies performed well on the whole, despite the challenging conditions. Here too, significant differences were observed in terms of momentum. According to IMF estimates, overall economic growth reached 4.1 % in 2023. China's export-driven economy suffered from weak global demand, the crisis in the property market and a weak domestic market, but experienced a surprising resurgence towards the end of the year. According to the IMF's economists, the world's second largest economy grew by 5.2 % in 2023 and thus even reached the Chinese government's growth target of "around five percent". From a long-term perspective, however, this represents one of China's weakest growth rates.

Following the decline in economic activity due to its invasion of Ukraine and the subsequent sanctions imposed by the West, the Russian economy appears to have continued its recovery. Increases in output and earnings are mainly attributable to government contracts, not least for armaments, and increased transfer payments, while export volumes have declined strongly. According to IMF estimates, Russia's GDP grew by 3.0 % in 2023. Following the economic slump in 2022 as a consequence of the Russian invasion, the IMF also expects Ukraine to return to slight economic growth of 2.0 % in 2023. By contrast, the IMF's experts estimate that the Estonian economy will shrink by 2.3 % (IMF, October 2023).

### Sector development

#### Development of container throughput by region

| in %                                    | 2023  | 2022  |
|-----------------------------------------|-------|-------|
| World                                   | 0.0   | 0.6   |
| Asia as a whole                         | 2.1   | 1.8   |
| China                                   | 2.5   | 3.9   |
| Europe as a whole                       | - 3.3 | - 3.5 |
| North-West Europe                       | - 7.4 | - 4.8 |
| Scandinavia and the Baltic region       | - 4.2 | - 7.9 |
| Western Mediterranean                   | - 4.6 | - 1.2 |
| Eastern Mediterranean and the Black Sea | 5.4   | - 1.6 |

Source: Drewry Maritime Research; December 2023

Following a decline in the first half of 2023, global container throughput was noticeably resurgent in the third quarter – usually the strongest period – and surpassed expectations. According to the latest Drewry estimates, higher growth rates are also expected for the fourth quarter – although it should be noted that this growth is relative to the low prior-year figure. In December 2023, the market research institute anticipated stagnant throughput volumes for the year as a whole, whereas it had previously expected a slight decline.

{57}------------------------------------------------

However, this upward momentum did not manifest itself in all shipping regions. In Asia, the world's highest-throughput region, growth is expected to reach 2.1 % in 2023. In China, growth at container ports slowed compared to 2022. The latest estimates indicate that container volumes rose by 2.5 % in 2023.

By contrast, the Europe shipping region suffered a sharp drop in throughput. According to Drewry estimates, container volumes at European ports decreased by 3.3 % overall in 2023, with ports in north-western Europe affected most volume losses of 7.4 %.

#### Container throughput in the leading ports of Northern Europe

| in million TEU  | 2023 | 2022 | Change  |
|-----------------|------|------|---------|
| Rotterdam       | 13.4 | 14,5 | - 7.0 % |
| Antwerp         | 12.5 | 13.5 | - 7.2 % |
| Hamburg         | 7.7  | 8.2  | - 6.9 % |
| Bremische Häfen | –    | 4.6  | –       |

Source: Port Authorities

The trend among the major container ports of the North Range, as well as the largest ports of the Baltic Sea, was mixed. Europe's largest container port, Rotterdam, handled 13.4 million TEU in 2023 – 7.0 % fewer containers than in the previous year. Container throughput in the port of Antwerp-Bruges fell by 7.2 % to 12.5 million TEU in the reporting period. In the Port of Hamburg, throughput volume was 6.9 % down on the previous year at 7.7 million TEU in 2023. The year-on-year decline in throughput at the JadeWeserPort in Wilhelmshaven was as much as 22.2 % to 531 thousand TEU in 2023.

At the time of preparing this report, throughput figures for the Bremen ports were not yet available for 2023 as a whole – in the first eleven months, however, there was a decline in throughput of 9.6 % to € 3.8 million.

The Polish port of Gdansk recorded a slight year-on-year decrease in handling volumes of 1.0 % to 2.1 million TEU in total. Following the sharp decline in 2022 as a result of Russia's invasion of Ukraine and the resulting sanctions, container throughput at Russia's Baltic Sea ports returned to growth with an increase of 12.9 %.

#### Traffic in Germany by modes of transport

| in %                | 2023  | 2022  |
|---------------------|-------|-------|
| Transport volumes   | - 5.9 | - 1.1 |
| Road traffic        | - 6.0 | - 1.2 |
| Railway traffic     | - 4.5 | 0.4   |
| Multi-modal traffic | - 6.2 | 2.1   |
| Traffic performance | - 4.3 | - 0.5 |
| Road traffic        | - 4.2 | - 0.5 |
| Railway traffic     | - 4.6 | 1.2   |
| Multi-modal traffic | - 5.5 | 3.0   |

Source: Floating medium-term forecast for freight and passenger transport (Federal Ministry of Transport and Digital Infrastructure); September 2023

{58}------------------------------------------------

The study for freight and passenger transport commissioned by the Federal Ministry of Digital Affairs and Transport was last published on the basis of data from September 2023 and reflects the outlook for 2023 as a whole. The study forecasts a sharp downward trend across all modes of freight traffic in Germany in 2023. Transport volumes are expected to decrease by 5.9 % year-on-year, while traffic performance – transport volume multiplied by the distance travelled – will decline by 4.3 %. This falling demand affects all modes of transport. Road transport volumes are likely to be down by 6.0 % year-on-year. According to the study, traffic performance is poised to decrease less dramatically with a year-on-year decline of 4.2 %. Rail transport looks set to decline by 4.5 % after a slight increase in the previous year. Traffic performance will decline by 4.6 %. A significant decline in growth is also expected for intermodal transport. Volumes are likely to be 6.2 % up and performance 5.5 % down on the previous year.

## Overall view of the course of business

The development of the HHLA Group in the 2023 financial year fell short of expectations. The ongoing war in Ukraine, the military escalation in the Middle East, rising geopolitical tensions, high inflation and interest rate hikes impacted the economy and continued to impede the recovery from the pandemic. This economic weakness is clearly reflected in the Group's earnings.

As of the balance sheet date, 31 December 2023, HHLA's economic and financial position proved to be stable. The equity ratio decreased by 4.7 percentage points to 26.8 % (previous year: 31.5 %). The gearing ratio rose from 3.4 to 5.5. There were no further refinancing needs as of the balance sheet date.

During the reporting period, there were no changes in HHLA's operating environment that had a significant impact on its results of operations, net assets and financial position. Significant events and transactions are reported in the section Notes on the Reporting.

#### Key figures

| in € million                            | 2023    | 2022    | Change   |
|-----------------------------------------|---------|---------|----------|
| Revenue                                 | 1,446.8 | 1,578.4 | - 8.3 %  |
| EBITDA                                  | 287.8   | 396.3   | - 27.4 % |
| EBITDA margin in %                      | 19.9    | 25.1    | - 5.2 p  |
| EBIT                                    | 109.4   | 220.4   | - 50.4 % |
| EBIT margin in %                        | 7.6     | 14.0    | - 6.4 p  |
| Profit after tax and minority interests | 20.0    | 92.7    | - 78.5 % |
| At-equity earnings                      | 4.9     | 4.9     | 0.8 %    |
| ROCE in %                               | 4.6     | 9.7     | - 5.1 p  |

{59}------------------------------------------------

The guidance for 2023 published in the 2022 Annual Report was subject to a high degree of uncertainty due to the uncertainty of future average revenues and macroeconomic developments. With the publication of the interim statement for January to March 2023, this guidance was partially adjusted due to the divergent development at segment level: expected container throughput was downgraded and revenue at Group level and for the Port Logistics subgroup upgraded. Based on the preliminary figures for the year available after the first half of the year, full-year guidance for 2023 was once again significantly adjusted in an ad hoc statement on 27 July 2023. In light of the sharply downward volume trend due to the macroeconomic development, expectations for performance data, container handling and container transport were lowered. Moreover, guidance for the development of revenue and EBIT at Group level and for the Port Logistics subgroup was downgraded. With the publication of the interim statement for January to September 2023, the outlook for container transport and the EBIT contribution of the Intermodal segment was downgraded. At the same time, anticipated capital expenditure at Group level and for the Port Logistics subgroup was raised due to catch-up investments from the previous year.

#### Forecast and actual figures

| in € million                            | Actual<br>2023 | Actual<br>2022 | Change<br>in % | Forecast<br>14.11.2023      | Forecast<br>27.07.2023      | Forecast<br>15.05.2023      | Forecast<br>23.03.2023      |
|-----------------------------------------|----------------|----------------|----------------|-----------------------------|-----------------------------|-----------------------------|-----------------------------|
| Container throughput in<br>thousand TEU | 5,917          | 6,396          | - 7.5          | significant decrease        | significant decrease        | slight increase             | moderate increase           |
| Container transport in thousand TEU     | 1,602          | 1,694          | - 5.4          | moderate decrease           | at previous year's<br>level | moderate increase           | moderate increase           |
| Group revenue                           | 1,446.8        | 1,578.4        | - 8.3          | significant decrease        | significant decrease        | slight increase             | at previous year's<br>level |
| Port Logistics subgroup                 | 1,408.9        | 1,542.3        | - 8.6          | significant decrease        | significant decrease        | slight increase             | at previous year's<br>level |
| Container segment                       | 708.8          | 864.2          | - 18.0         | strong decrease             | strong decrease             | moderate decrease           | slight decrease             |
| Intermodal segment                      | 620.5          | 595.4          | 4.2            | significant increase        | significant increase        | strong increase             | significant increase        |
| Real Estate subgroup                    | 46.5           | 44.1           | 5.3            | at previous year's<br>level | at previous year's<br>level | at previous year's<br>level | at previous year's<br>level |
| Group EBIT                              | 109.4          | 220.4          | - 50.4         | € 115 to<br>€ 135 million   | € 115 to<br>€ 135 million   | € 160 to<br>€ 190 million   | € 160 to<br>€ 190 million   |
| Port Logistics subgroup                 | 92.9           | 201.6          | - 53.9         | € 100 to<br>€ 120 million   | € 100 to<br>€ 120 million   | € 145 to<br>€ 175 million   | € 145 to<br>€ 175 million   |
| Container segment                       | 47.2           | 157.3          | - 70.0         | strong decrease             | strong decrease             | strong decrease             | strong decrease             |
| Intermodal segment                      | 72.9           | 95.3           | - 23.6         | moderate decrease           | slight decrease             | moderate increase           | moderate increase           |
| Real Estate subgroup                    | 16.1           | 18.4           | - 12.5         | significant decrease        | significant decrease        | significant decrease        | significant decrease        |
| Group investments                       | 314.0          | 203.1          | 54.6           | € 270 to<br>€ 320 million   | € 250 to<br>€ 300 million   | € 250 to<br>€ 300 million   | € 250 to<br>€ 300 million   |
| Port Logistics subgroup                 | 292.8          | 180.4          | 62.3           | € 240 to<br>€ 290 million   | € 220 to<br>€ 270 million   | € 220 to<br>€ 270 million   | € 220 to<br>€ 270 million   |

{60}------------------------------------------------

## Notes on the reporting

As of 31 March 2023, HHLA's group of consolidated companies was expanded to include Survey Compass GmbH, Treben, Germany, which was acquired on 17 January 2023 and has been assigned to the Logistics segment, and Adria Rail d.o.o., Rijeka, Croatia, which was acquired on 2 March 2023 and has been assigned to the Intermodal segment. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.

On 19 June 2023, HHLA AG and Grand Dragon Investment Enterprise Limited, Hong Kong, China, a subsidiary of COSCO SHIPPING Ports Limited, Hong Kong, China (CSP), signed a share purchase agreement for a non-controlling interest of 24.99 % in HHLA Container Terminal Tollerort GmbH, Hamburg (CTT), a formerly wholly-owned subsidiary of HHLA AG. The date of the sale was 20 June 2023. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.

HHLA PLT Italy S.r.l., Trieste, Italy (PLT) had the option of expanding its existing infrastructure by 17 June 2023. In conjunction with this, HHLA had an opportunity to successively increase its interest by acquiring the shares of former shareholders at a set purchase price in connection with further capital increases. The Supervisory Board of HHLA AG agreed to the exercise of this option on 21 March 2023. No binding notification of the exercise of this option was made by the end of the option period. In addition to the aforementioned agreement to acquire further shares in PLT from former shareholders, PLT signed a share purchase and transfer agreement to acquire shares in Logistica Giuliana S.r.l., Trieste, Italy (LG) on 31 July 2023. The company was consolidated for the first time on the acquisition date of these shares, 14 December 2023. With this transaction, the interest held by HHLA International GmbH, Hamburg (HIG), in PLT increased from 50.01 to 75.00 %. LG has been assigned to the Container segment and was included in HHLA's consolidated group for the first time on 31 December 2023. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group. Due to further options, HHLA has the opportunity to increase its interest by acquiring the remaining shares of the former shareholders.

On 13 September 2023, Port of Hamburg Beteiligungsgesellschaft SE (the "bidder"), a wholly-owned indirect subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (MSC), notified HHLA of its decision to submit a voluntary public takeover bid in relation to the class A shares. A total of 69.3 % of the class A shares (equal to 50,215,336 class A shares) were held at the time by HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV) and 30.7 % (equal to 22,299,602 class A shares) were in free float. The takeover bid was made in the form of a cash offer against payment of a consideration of € 16.75 in cash per class A share to the shareholders of HHLA. Furthermore, the bidder stated that in connection with the takeover offer, MSC and the Free and Hanseatic City of Hamburg (FHH) had entered into a binding agreement on 13 September 2023, which sets forth the basic parameters and terms of the takeover offer as well as the mutual intentions and understandings of the parties with respect to the company.

In addition, a binding preliminary contract for a Business Combination Agreement was concluded on 5 November 2023 between HHLA, the bidder and its sole shareholder at the 

{61}------------------------------------------------

time, SAS Shipping Agencies Services Sàrl ("SAS"), as well as HGV, that sets out the common understanding of the key points regarding the long-term preservation of HHLA and its business model and contains key commitments vis-à-vis HHLA.

In a joint reasoned statement as per Section 27 of the German Securities and Takeover Act (WpÜG) on the takeover bid, dated 6 November 2023, the Executive Board and Supervisory Board of HHLA recommended that the shareholders accept the bid.

On 12 December 2023, it was published that, by the end of the extended acceptance period on 7 December 2023, the bidder had been tendered 9.7 % of the class A shares in free float. As of 31 December 2023, the bidder also held shares acquired on the market amounting to 12.4 % of HHLA's share capital.

Due to the high level of flexibility required in the sector, handling and transport services are not generally ordered or guaranteed months in advance. Consequently, order backlogs and order trends do not serve as reporting indicators as they do in other industries.

The 2023 consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) applicable in the European Union, taking into consideration the interpretations of the International Financial Reporting Interpretations Committee (IFRIC). The Group management report was prepared in line with the requirements of German Accounting Standard no. 20 (GAS 20).

## Earnings position

HHLA's performance data trended downwards in 2023. There was a 7.5 % year-on-year decline in container throughput to 5,917 thousand TEU (previous year: 6,396 thousand TEU). At the three Hamburg terminals, the decline amounted to 6.3 %. This was mainly attributable to declining volumes in the Far East shipping region, particularly China, as well as a strong year-on-year decrease in feeder traffic. Due to the suspension of seaborne handling at the Odessa terminal in late February 2022 following the Russian invasion, there was a sharp decline in volumes at the international terminals. Transport volumes were also down year-onyear by 5.4 % to 1,602 thousand TEU (previous year: 1,694 thousand TEU). In addition, there was a strong year-on-year decline in road transport. All main routes were affected by the moderate decrease in rail transport, in particular Polish traffic.

HHLA Group revenue also fell by 8.3 % during the reporting period to € 1,446.8 million (previous year: € 1,578.4 million). In addition to the decline in container throughput volumes, this was due to lower storage fees at the Hamburg container terminals, which had benefitted from supply chain disruptions in the previous year. The listed Port Logistics subgroup developed almost exactly in line with the HHLA Group as a whole. Its Container, Intermodal and Logistics segments recorded an overall decrease in

### Revenue

Image /page/61/Figure/13 description: The image is a bar chart showing values in millions of euros from 2019 to 2023. In 2019, the value is 1,383. In 2020, the value is 1,300. In 2021, the value is 1,465. In 2022, the value is 1,578. In 2023, the value is 1,447.

{62}------------------------------------------------

revenue of 8.6 % to € 1,408.9 million (previous year: € 1,542.3 million). Revenue in the nonlisted Real Estate subgroup increased by 5.3 % to € 46.5 million (previous year: € 44.1 million). The Real Estate subgroup thus accounted for 2.6 % of Group revenue.

In the reporting period, changes in inventories amounted to € 0.5 million (previous year: € 3.3 million). Own work capitalised increased to € 6.6 million (previous year: € 6.1 million).

Other operating income increased by 58.7 % to € 73.6 million (previous year: € 46.4 million). Among other things, this item includes income from the sale of a commercial

property.

Operating expenses increased slightly by 0.3 % to € 1,418.1 million (previous year: € 1,413.8 million). This was due to the significant increase in other operating expenses. A slight decline in personnel expenses was offset by a slight rise in depreciation and amortisation.

The cost of materials rose marginally year-onyear by 0.1 % to € 485.1 million (previous year: € 484.6 million). The strong rise in the cost-ofmaterials ratio to 33.5 % (previous year: 30.7 %) was due in part to increased electricity expenses for rail transport.

### Expense structure

Operating expenses in 2023: € 1,418 million

Image /page/62/Figure/11 description: This image is a pie chart showing the breakdown of expenses. 34% of the expenses are cost of materials, 39% are personnel expenses, 14% are other operating expenses, and 12% are depreciation/amortization.

#### Personnel expenses fell by 2.4 % to

€ 556.7 million (previous year: € 570.5 million). This was the result of reduced staffing requirements due to lower container throughput and a partial reversal of the restructuring provision in the Container segment. The personnel expense ratio rose to 38.5 % (previous year: 36.1 %). In addition to increased union wage rates, this was due in particular to the expansion of business in rail transport.

Other operating expenses increased by 8.3 % during the reporting year to € 197.9 million (previous year: € 182.8 million). This was attributable to an increase in consulting expenses and higher maintenance costs for a Hamburg container terminal and the properties in the Speicherstadt historical warehouse district. The ratio of expenses to revenue amounted to 13.7 % (previous year: 11.6 %).

Against the background of these developments, earnings before interest, taxes, depreciation and amortisation (EBITDA) decreased by 27.4 % to € 287.8 million (previous year: € 396.3 million). The EBITDA margin declined to 19.9 % (previous year: 25.1 %).

Depreciation and amortisation rose slightly by 1.5 % year-on-year to € 178.4 million (previous year: € 175.9 million) due to the operational launch of new multi-system locomotives and the completion of a project development in the Real Estate segment.

{63}------------------------------------------------

The operating result (EBIT) decreased by 50.4 % to € 109.4 million in the reporting period (previous year: € 220.4 million). The principal reason for this was the decrease in performance data and the normalisation of storage fees at the Hamburg container terminals. The EBIT margin decreased strongly by 7.6 % year-on-year (previous year: 14.0 %). In the Port Logistics subgroup, EBIT fell by 53.9 % to € 92.9 million (previous year: € 201.6 million). As a result, the subgroup accounted for 84.9 % (previous year: 91.5 %) of the Group's operating result in the

### Operating result (EBIT)

Image /page/63/Figure/6 description: The image is a bar chart showing the EBIT margin in % and in € million from 2019 to 2023. In 2019, the EBIT margin was 16.0% and in € million was 221. In 2020, the EBIT margin was 9.5% and in € million was 124. In 2021, the EBIT margin was 15.6% and in € million was 228. In 2022, the EBIT margin was 14.0% and in € million was 220. In 2023, the EBIT margin was 7.6% and in € million was 109.

reporting period. In the Real Estate subgroup, EBIT decreased by 12.5 % to € 16.1 million (previous year: € 18.4 million) and accounted for 15.1 % of the Group's operating result (previous year: 8.5 %).

Net expenses from financial income rose by € 19.4 million, or 73.9 %, to € 45.6 million (previous year: € 26.2 million). This change resulted primarily from interest rate-induced changes for pension obligations and other provisions, as well as increased interest rate expenses to banks.

At 33.6 %, the Group's effective tax rate exceeded that of the previous year (previous year: 31.5 %).

The proportion of consolidated net income attributable to the parent company's shareholders decreased by 78.5 % year-on-year to € 20.0 million (previous year: € 92.7 million). Non-controlling interests accounted for € 22.4 million in the 2023 financial year (previous year: € 40.4 million). Earnings per share decreased by 78.5 % to € 0.27 (previous year: € 1.23). The publicly listed Port Logistics subgroup posted an 89.4 % drop in earnings per share to € 0.12 (previous year: € 1.13). Earnings per share for the non-listed Real Estate subgroup of € 4.17 were up on the prior-year figure (previous year: € 3.93). As in the previous year, there was no difference between basic and diluted earnings per share in 2023.

The return on capital employed (ROCE) was down 5.1 percentage points year-on-year at 4.6 % (previous year: 9.7 %). Corporate and value management

HHLA's appropriation of profits is oriented towards the development of the HHLA Group's earnings in the financial year ended. On this basis, the Executive Board and Supervisory Board will propose the distribution of a cash dividend of € 0.08 per entitled, listed class A share at the Annual General Meeting on 13 June 2024. Subject to the approval of the Annual General Meeting, the distribution for class A shares would thus amount to € 5.8 million (previous year: € 54.4 million). The Executive Board and Supervisory Board will propose a cash dividend of € 2.20 (previous year: € 2.20) per non-listed class S share. The sum to be distributed for class S shares would thus amount to € 5.9 million (previous year: € 5.9 million).

{64}------------------------------------------------

## Financial position

### Balance sheet analysis

Compared to the previous year, the HHLA Group's balance sheet total increased by a total of € 239.3 million to € 3,010.2 million as of 31 December 2023.

#### Balance sheet structure

| in € million            | 31.12.2023 | 31.12.2022 |
|-------------------------|------------|------------|
| Assets                  |            |            |
| Non-current assets      | 2,491.6    | 2,278.4    |
| Current assets          | 518.6      | 492.5      |
|                         | 3,010.2    | 2,770.9    |
| Equity and liabilities  |            |            |
| Equity                  | 807.3      | 873.3      |
| Non-current liabilities | 1,789.8    | 1,571.5    |
| Current liabilities     | 413.1      | 325.7      |
|                         | 3,010.2    | 2,770.9    |

On the assets side of the balance sheet, non-current assets rose by € 213.2 million to € 2,491.6 million (previous year: € 2,278.4 million). The change was mainly due to an increase in property, plant and equipment and intangible assets, resulting from the first-time consolidation of the new companies as well as from capital expenditure (less scheduled depreciation and amortisation). In addition, deferred tax assets increased by € 25.8 million to € 99.9 million (previous year: € 74.1 million).

Current assets rose by € 26.0 million to € 518.6 million (previous year: € 492.5 million). This increase resulted mainly from a rise in cash, cash equivalents and short-term deposits of € 81.1 million to € 197.5 million (previous year: € 116.4 million) and from income tax receivables. A decrease in trade receivables of € 41.5 million to € 164.6 million (previous year: € 206.1 million) and in receivables from related parties had an opposing effect.

On the liabilities side, equity fell year-on-year by € 66.0 million to € 807.3 million (previous year: € 873.3 million). This was partly due to the distribution of dividends and the reclassification to financial liabilities of the potential obligation from a put option. The sale of a non-controlling interest in a fully consolidated company as well as the positive result for the reporting period of € 42.4 million had an opposing effect. The equity ratio decreased to 26.8 % (previous year: 31.5 %).

### Equity

Image /page/64/Figure/13 description: The image shows a bar chart and line graphs depicting financial data from 2019 to 2023, measured in millions of euros. The bar chart displays values of 579, 567, 705, 873, and 807 for the years 2019, 2020, 2021, 2022, and 2023, respectively. A line graph represents the 'Equity ratio in %' with values of 22, 22, 25, 32, and 27 for the same years. Another line graph, labeled 'Dynamic gearing ratio,' shows values of 4.0, 5.1, 3.6, 3.4, and 5.5 for the corresponding years.

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Non-current liabilities rose by € 218.0 million to € 1,789.8 million (previous year: € 1,571.9 million). The increase is primarily due to the rise in non-current financial liabilities of € 240.5 million. Other changes within non-current liabilities offset each other.

The increase of € 87.3 million in current liabilities to € 413.1 million (previous year: € 325.7 million) resulted mainly from the rise of € 41.3 million in current liabilities to related parties to € 91.3 million (previous year: € 50.0 million) and of € 34.1 million in current financial liabilities to € 115.5 million (previous year: € 81.4 million).

### Investment analysis

Capital expenditure totalled € 314.0 million in the 2023 financial year (previous year: € 203.1 million). This figure includes additions of € 32.7 million from rights of use (rent and leases) not recognised as a direct cash expense (previous year: € 18.8 million). Capital expenditure focused on extending the Hamburg container terminals and expanding intermodal handling and transport capacities. Investment projects were funded by both operating cash flow and cash flow from financing activities.

Property, plant and equipment accounted for € 276.9 million (previous year: € 168.0 million) of capital expenditure, while intangible assets accounted for € 18.6 million (previous year: € 13.6 million) and investment property for € 18.5 million (previous year: € 21.5 million).

Investments amounting to € 184.5 million were made in the Container segment (previous year: € 80.4 million). Excluding, intra-Group asset transfers, this figure amounted to € 174.6 million. Capital expenditure was dominated by the procurement of handling equipment and storage capacities at the Hamburg container terminals. Investments in the Intermodal segment amounted to € 44.1 million (previous year: € 82.6 million). METRANS accounted for most of this capital expenditure, investing mainly in the development of existing and new inland terminals. Capital expenditure in the Logistics segment, including intra-Group asset transfers, amounted to € 122.3 million (previous year: € 14.1 million). Excluding these transfers, capital expenditure totalled € 65.7 million and chiefly related to the procurement of container wagons and locomotives at the newly established leasing company in the Intermodal segment. The pro forma Holding/Other segment invested a total of € 8.4 million (previous year: € 4.1 million). Capital expenditure of € 21.2 million in the Real Estate segment (previous year: € 22.7 million) was mainly for the development of the Speicherstadt historical warehouse district.

The drivers for capital expenditure in the Container segment were the deployment of cuttingedge handling technology to increase productivity in existing terminal areas and the needsoriented expansion of berths to reflect the increasing size of ships. In the Intermodal segment, investments focused in particular on raising the performance and range of its hinterland connections.

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As of year-end, there were other financial liabilities for outstanding purchase commitments of € 306.1 million (previous year: € 225.0 million). This figure includes € 223.9 million (previous year: € 155.6 million) for the capitalisation of property, plant and equipment.

Image /page/66/Figure/5 description: A bar chart shows the investments and depreciation and amortization in millions of euros for 2022 and 2023. In 2022, investments were 203 million euros, and depreciation and amortization were 176 million euros. In 2023, investments were 314 million euros, and depreciation and amortization were 178 million euros.

#### Investments, depreciation and amortisation

### Capital expenditure by segment

Capital expenditure 2023: € 314 million

Image /page/66/Figure/8 description: This image is a pie chart showing the distribution of different categories. The categories and their corresponding percentages are as follows: Container (55%), Logistics (21%), Intermodal (14%), Real Estate (7%), and Holding/Other (3%).

### Liquidity analysis

#### Liquidity analysis

| in € million                                    | 2023    | 2022    |
|-------------------------------------------------|---------|---------|
| Financial funds as of 01.01.                    | 171.5   | 173.5   |
| Cash flow from operating activities             | 224.4   | 279.3   |
| Cash flow from investing activities             | - 251.5 | - 152.6 |
| Free cash flow                                  | - 27.1  | 126.7   |
| Cash flow from financing activities             | 97.7    | - 127.9 |
| Change in financial funds                       | 70.6    | - 1.2   |
| Change in financial funds due to exchange rates | 0.2     | - 0.3   |
| Financial funds as of 31.12.                    | 242.3   | 171.5   |
| Short-term deposits                             | 0       | 20.0    |
| Available liquidity                             | 242.3   | 191.5   |

In the reporting period, cash flow from operating activities of € 212.8 million (previous year: € 279.3 million) mainly comprised earnings before interest and taxes of € 109.4 million (previous year: € 220.4 million), write-downs and write-ups on non-financial assets of € 178.4 million (previous year: € 175.9 million) and the decrease in trade receivables and other assets of € 50.6 million (previous year: increase of € 23.1 million). The main item with an opposing effect were lower income tax payments of € 55.9 million (previous year: € 73.1 million).

Investing activities led to a cash outflow of € 251.5 million (previous year: € 152.6 million). This chiefly related to payments for investments in property, plant and equipment and investment property amounting to € 258.4 million (previous year: € 165.5 million).

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Free cash flow – the total cash flow from operating and investing activities – decreased to € - 27.1 million (previous year: € 126.7 million).

Cash flow from financing activities came to € 97.7 million in the reporting period (previous year: € - 127.9 million) and mainly comprised newly taken out financial loans of € 248.5 million (previous year: € 67.3 million) as well as payments received from the reduction of shareholdings in fully consolidated companies. There was an opposing effect from dividend payments and settlement obligations to shareholders of the parent company totalling € 60.3 million (previous year: € 60.1 million) and to non-controlling interests totalling € 43.9 million (previous year: € 35.2 million), as well as payments for the redemption of lease obligations totalling € 51.2 million (previous year: € 49.4 million).

The HHLA Group had sufficient liquidity as of year-end 2023. There were no liquidity bottlenecks in the course of the financial year. Financial funds totalled € 242.3 million as of 31 December 2023 (31 December 2022: € 171.5 million) and corresponded to the available liquidity as of the balance sheet date (as of 31 December 2022: € 191.5 million). As of 31 December 2023, available liquidity comprised cash pooling receivables from HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH amounting to € 44.8 million (31 December 2022: € 75.1 million) as well as cash, cash equivalents and short-term deposits of € 197.5 million (31 December 2022: € 116.4 million).

### Financing analysis

Financial management at the HHLA Group is handled centrally and serves the overriding objective of ensuring the Group's long-term financial stability and flexibility. Group clearing pools the Group's financial resources optimises net interest income and substantially reduces dependency on external sources of funding. Derivative financial instruments can be used to reduce the risk of changes in interest rates and, to a minor extent, to reduce currency and commodity price risks.

HHLA's business model is dominated by a large proportion of property, plant and equipment with long useful lives. For this reason, HHLA mainly takes out medium- and long-term loans and leases to achieve funding with matching maturities. Pension provisions are also available for long-term internal financing.

At € 559.6 million as of the balance sheet date, liabilities from bank loans were above the prior-year figure of € 354.8 million. The Group drew on financing of € 248.5 million in the 2023 financial year (previous year: € 67.3 million). During the reporting year, payments for the redemption of loans amounted to € 34.2 million (previous year: € 50.0 million). Due to the diversified maturity profile and its stable liquidity position, the company had no significant refinancing requirements. The taking out of additional credit mainly results from investment activities.

As of the balance sheet date, liabilities from bank loans were denominated almost exclusively in euros. As a result of borrowing, certain affiliates had covenants linked to key balance sheet figures. These mostly require a minimum equity ratio or compliance with a maximum gearing ratio. Covenants are currently in place for approximately 23 % of bank loans. In the reporting period, the loan covenants were met at all agreed review dates.

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As of the balance sheet date, HHLA disclosed non-current liabilities to related parties totalling € 396.4 million (previous year: € 431.4 million). These mainly resulted from the recognition of the leasing liability to the Hamburg Port Authority (HPA).

The leases relate primarily to long-term agreements between the HHLA Group and either the Free and Hanseatic City of Hamburg or HPA for leasing land and quay walls in the Port of Hamburg and the Speicherstadt historical warehouse district.

#### Maturities of bank loans

Image /page/68/Figure/7 description: This bar chart shows values by year and in € million. In 2024, the value is 51. In 2025, the value is 53. In 2026, the value is 37. In 2027, the value is 32. In 2028, the value is 101. In 2029, the value is 15. In 2030, the value is 20. In 2031, the value is 49. In 2032, the value is 169. In 2033+, the value is 31.

Cash, cash equivalents and short-term deposits, the bulk of which is held centrally by the holding company, totalled € 197.5 million as of the balance sheet date (previous year: € 116.4 million). These funds are mainly invested at German financial institutions with verified high credit ratings as demand deposits, call money and short-term deposits. At the end of the reporting period, the Group had unused credit facilities amounting to € 173.7 million (previous year: € 171.3 million). The credit line utilisation rate amounted to 20.1 %. In the financial year under review, a syndicated loan of € 200.0 million was taken out as a credit line for operating equipment; as of the balance sheet date, € 164.0 million remained undrawn. The Group drew on credit facilities not used in the previous year in the amount of €160.0 million in the period under review. Of the total cash and cash equivalents, an amount of € 0.5 million as of the reporting date (previous year: € 0.3 million) was subject to restrictions in Ukraine relating to the transfer of currency abroad.

As HHLA has a large number of borrowing options at its disposal outside of the capital market, the Group currently sees no need for an external rating. Instead, it provides existing and potential creditors with comprehensive information to ensure they can derive appropriate internal credit ratings. Furthermore, Deutsche Bundesbank once again confirmed the Group's eligibility for central bank finance.

Public subsidies awarded for individual development projects that are subject to specific conditions are of minor importance in terms of their volume at Group level.

## Acquisitions, disposals and other changes to the consolidated Group

With the share purchase and transfer agreement dated 22 December 2022,

HHLA Next GmbH, Hamburg, Germany, acquired a 51.0 % stake in Survey Compass GmbH, Treben, Germany. The object of the company is the provision of online content, the transfer of software and hardware, and consultancy in the logistics and transport industry (focusing on railways, ships, aircraft and trucks) as well as associated industries. The closing of the transaction (corresponding to the acquisition date) was tied to various conditions and took place on 17 January 2023. The first-time consolidation of the company took place on the

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acquisition date. The company was incorporated into HHLA's group of consolidated companies as of 31 March 2023.

With a share purchase and transfer agreement dated 2 March 2023, the subsidiary Metrans a.s., Prague, Czech Republic, acquired a 51.0 % stake in Adria Rail d.o.o., Rijeka, Croatia. This company has two subsidiaries (Adria Rail operator d.o.o., Rijeka, Croatia, and DRUŠTVO ZA INTERMODALNI PREVOZ I USLUGE ADRIA RAIL DOO INDIJA, Indija, Serbia; in each case with a shareholding of 100 %). The purpose of the company is to provide forwarding and transport services with daily rail operations between the port of Rijeka and Serbia. The closing of the transaction (corresponding to the acquisition date) took place on 2 March 2023. The first-time consolidation of the company took place on the acquisition date. The company was incorporated into HHLA's group of consolidated companies as of 31 March 2023.

Due to the development of business of the company DRUŠTVO ZA INTERMODALNI PREVOZ I USLUGE ADRIA RAIL DOO INDIJA, Indija, Serbia, in the fourth quarter of 2023, this company was incorporated into HHLA's group of consolidated companies as of 31 December 2023.

As of 31 March 2023, METRANS Rail sp. z.o.o., Gadki, Poland, which was newly established in the 2022 financial year, was incorporated into HHLA's group of consolidated companies for the first time.

The company HHLA Container Terminal Altenwerder GmbH, Hamburg (CTA), in which HHLA AG holds 74.9 % of the shares, transferred all its shares in SCA Service Center Altenwerder GmbH, Hamburg, Germany, (SCA), to HHLA AG effective 1 January 2023. The stake held in SCA thus increased from 74.9 % (indirectly) to 100 % (directly).

The disposal date of the share disposal agreement for a non-controlling interest of 24.99 % in HHLA Container Terminal Tollerort GmbH, Hamburg (CTT) concluded on 19 June 2023 between HHLA AG and Grand Dragon Investment Enterprise Limited, Hong Kong, China, a subsidiary of COSCO SHIPPING Ports Limited, Hong Kong, China (CSP), is 20 June 2023. This change in the HHLA Group's shareholding in a subsidiary is recognised directly in equity as an equity transaction as it does not lead to a loss of control. The costs of this equity transaction are also to be recognised directly in equity as a deduction from the capital reserve.

With the share purchase and transfer agreement dated 31 July 2023, HHLA PLT Italy S.r.l., Trieste, Italy (PLT), acquired a 100.0 % stake in Logistica Giuliana S.r.l., Trieste, Italy. The purpose of the company is business operations as a port enterprise, which mainly comprises the land and seaborne handling and storage of goods as well as the provision of other related port logistics services. The closing of the transaction (corresponding to the acquisition date) was tied to various conditions and took place on 14 December 2023. With this transaction, the interest held by HHLA International GmbH, Hamburg (HIG), in PLT increased from 50.01 % to 75.00 %. The first-time consolidation of the company took place on the acquisition date. The company was incorporated into HHLA's group of consolidated companies as of 31 December 2023.

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There were no other significant acquisitions, changes in shareholdings in subsidiaries or changes to the consolidated group in the 2023 financial year. For details of company acquisitions after the balance sheet date, please refer to Events after the balance sheet date.

## Segment performance

### Container segment

### Key figures

| in € million                         | 2023  | 2022  | Change    |
|--------------------------------------|-------|-------|-----------|
| Revenue                              | 708.8 | 864.2 | - 18.0 %  |
| EBITDA                               | 146.6 | 257.1 | - 43.0 %  |
| EBITDA margin in %                   | 20.7  | 29.7  | - 9.0 pp  |
| EBIT                                 | 47.2  | 157.3 | - 70.0 %  |
| EBIT margin in %                     | 6.7   | 18.2  | - 11.5 pp |
| Container throughput in thousand TEU | 5,917 | 6,396 | - 7.5 %   |

In the 2023 reporting year, there was a significant overall year-on-year decline in container throughput at HHLA's container terminals of 7.5 % to 5,917 thousand standard containers (TEU) (previous year: 6,396 thousand TEU).

At 5,687 thousand TEU, throughput volume at the Hamburg container terminals was down 6.3 % on the same period last year (previous year: 6,071 thousand TEU). The main driver of this development was the decline in volumes of the Far East shipping region, and China in particular. The positive momentum from North American cargo volumes and the throughput volumes of the Middle East could only partially offset this trend. Feeder traffic volumes were also strongly down on the previous year. In addition to the reduction in Swedish and Polish

### Container throughput

Image /page/70/Figure/12 description: This bar chart shows the number of TEU in thousands from 2019 to 2023. In 2019, the number was 7,577. In 2020, the number was 6,776. In 2021, the number was 6,943. In 2022, the number was 6,396. In 2023, the number was 5,917.

traffic, volumes from Russia were also absent due to the sanctions imposed. Finnish and Lithuanian cargo volumes, on the other hand, made good progress. The proportion of seaborne handling by feeders decreased year-on-year to 18.6 % (previous year: 19.8 %).

The international container terminals reported a sharp decline in throughput volume of 29.1 % to 231 thousand TEU (previous year: 326 thousand TEU). This was due in particular to the significant decrease in cargo volumes at Container Terminal Odessa (CTO) after seaborne handling there was suspended by the authorities at the end of February 2022 following the Russian invasion. Only grain ships operating under the Black Sea Grain Initiative were occasionally handled there. There has also been an absence of extra calls at the TK Estonia container terminal as an alternative to Russian ports in 2023 compared to the

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previous year. The notable increase in throughput volumes at the multi-function terminal HHLA PLT Italy was unable to offset this shortfall.

Revenue in this segment fell by 18.0 % in the reporting period to € 708.8 million (previous year: € 864.2 million). In addition to the significant decrease in volumes, this was mainly due to shorter dwell times for containers being handled at the Hamburg terminals compared to the previous year, when supply chain disruptions had led to increased storage fees. Revenue was also adversely affected by the official suspension of operations at CTO and the transfer of HHLA-Personal-Service GmbH (HPSG) from the pro-forma Holding/Other segment to the Container segment.

There was a significant net decline in operating income and expenses included in the operating result (defined in total as EBIT costs) of 6.4 % in the reporting period. This was mainly due to the significant volume-related decline in personnel expenses, the mainly volume and energy-price related sharp fall in material expenses and the closure of CTO since March last year. Other operating income also rose due to the reversal of other liabilities for ship delays in 2022, as well as further reimbursements such as the reversal of expenses in connection with machinery breakdown insurance at the Hamburg container terminals. Expenses for external maintenance services, as well as for consulting, services and insurance, were reduced significantly. Notable drivers of this trend were the measures to safeguard earnings implemented in March 2023 at the Altenwerder, Burchhardkai and Tollerort container terminals. By contrast, EBIT costs at the Trieste terminal rose year-on-year due to additional cargo volumes. The integration of HHLA-Personal-Service GmbH into the Container segment also had a negative impact on earnings.

Against this backdrop, the operating result (EBIT) decreased by 70.0 % to € 47.2 million in the reporting period (previous year: € 157.3 million). The EBIT margin fell by 11.5 percentage points to 6.7 % (previous year: 18.2 %).

HHLA continued to invest in climate-friendly terminal technology in 2023 with a view to improving energy efficiency and thus also future cost-effectiveness. The completion of the first delivery lot of new container gantry cranes continued at Container Terminal Altenwerder (CTA). These new container gantry cranes will enhance the already high level of automation. The electrification of the fleet of automated guided vehicles (AGVs) has been completed. Orders were also placed for ten further battery-powered tractor units and the required energy supply infrastructure. This investment is in line with the HHLA sustainability strategy and underscores the leading position of CTA as the world's first certified climate-neutral terminal. Container Terminal Burchardkai (CTB) continued to drive the expansion and commissioning of additional automatic blocks, thus also supporting efforts to modernise and enhance the efficiency of the terminals. Eight hybrid container vehicles were adopted as replacement investments for the Container Terminal Tollerort (CTT); to date, three existing units have been scrapped. These new vehicles consume significantly less fuel than dieselpowered vehicles. In addition, the hazardous goods storage facility has been renovated in order to ensure that hazardous goods can continue to be stored safely. This work was completed at the end of 2023.

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### Intermodal segment

#### Key figures

| in € million                        | 2023  | 2022  | Change   |
|-------------------------------------|-------|-------|----------|
| Revenue                             | 620.5 | 595.4 | 4.2 %    |
| EBITDA                              | 124.8 | 143.9 | - 13.3 % |
| EBITDA margin in %                  | 20.1  | 24.2  | - 4.1 pp |
| EBIT                                | 72.9  | 95.3  | - 23.6 % |
| EBIT margin in %                    | 11.7  | 16.0  | - 4.3 pp |
| Container transport in thousand TEU | 1,602 | 1,694 | - 5.4 %  |

In the highly competitive market for container traffic in the hinterland of major seaports, HHLA's transport companies recorded a significant decrease in volumes in 2023. Container transport decreased in total by 5.4 % to 1,602 thousand standard containers (TEU) (previous year: 1,694 thousand TEU).

Rail transport fell year-on-year by 3.1 % to 1,365 thousand TEU (previous year: 1,409 thousand TEU). All the main routes were affected by the decrease, in particular Polish traffic. There was a decrease in road transport of 16.9 % to 226 thousand TEU (previous year: 285 thousand TEU). In particular, this was due to the continued downward trend of transport in the Hamburg region.

With a year-on-year increase of 4.2 % to € 620.5 million (previous year: € 595.4 million), the development of revenue contrasted sharply

#### Container transport

Image /page/72/Figure/11 description: This bar chart shows data in thousand TEU from 2019 to 2023. In 2019, the value is 1,565. In 2020, the value is 1,536. In 2021, the value is 1,690. In 2022, the value is 1,694. In 2023, the value is 1,602.

with that of transport volumes. This was due to the increased level of transport revenue already reached in the previous year, when it had been adapted to increased costs for the purchase of services, and in particular energy. The increase in rail's share of HHLA's total intermodal transport volume from 83.2 % to 85.2 % also had a positive effect on revenue.

The operating result (EBIT) amounted to € 72.9 million in the reporting period (previous year: € 95.3 million), representing a decrease of 23.6 %. The EBIT margin fell by 4.3 percentage points to 11.7 % (previous year: 16.0 %). The main reason for the downward EBIT trend was the decrease in transport volumes. In addition to increased union wage rates, the expansion of operations in rail transport also had an adverse effect.

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HHLA continued to invest as needed in the expansion of its intermodal network in the past financial year. The decrease in route prices for German rail freight applied in mid-2018 is bolstering the development of the intermodal service portfolio. HHLA's rail subsidiary METRANS put ten new multi-system locomotives into operation during 2023. It now has approximately 140 shunters and locomotives, as well as a fleet of almost 3,900 container wagons. The network consists of 20 terminals in the hinterland, of which seven function as hub terminals. Group overview/business activities

### Logistics segment

### Key figures

| in € million       | 2023 | 2022  | Change  |
|--------------------|------|-------|---------|
| Revenue            | 78.2 | 77.6  | 0.8 %   |
| EBITDA             | 10.6 | 4.9   | 113.8 % |
| EBITDA margin in % | 13.5 | 6.4   | 7.1 pp  |
| EBIT               | 0.6  | - 6.9 | pos.    |
| EBIT margin in %   | 0.7  | - 8.8 | pos.    |
| At-equity earnings | 4.1  | 4.2   | - 2.2 % |

The key financial figures for the Logistics segment include the vehicle logistics, consultancy and digital services divisions, a leasing company for the Intermodal segment and business activities with which HHLA aims to tap new growth fields. The results from dry bulk and fruit logistics are included in at-equity earnings.

The consolidated companies reported revenue of € 78.2 million in the 2023 financial year, up 0.8 % on the prior-year figure of € 77.6 million. The leasing company not yet included in the previous year was able to more than offset lower revenue in the vehicle logistics, consultancy and digital services divisions.

The operating result (EBIT) amounted to € 0.6 million in the reporting period (previous year: € - 6.9 million). The previous year was burdened by an impairment of around € 4 million for activities aimed at opening up new growth fields. The vehicle logistics division and the newly incorporated leasing company contributed to the improvement in earnings during the reporting period.

At-equity earnings of € 4.1 million in the Logistics segment in the 2023 financial year were down slightly on the prior-year figure (previous year: € 4.2 million).

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### Real Estate segment

#### Key figures

| in € million       | 2023 | 2022 | Change   |
|--------------------|------|------|----------|
| Revenue            | 46.5 | 44.1 | 5.3 %    |
| EBITDA             | 25.8 | 26.6 | - 3.1 %  |
| EBITDA margin in % | 55.5 | 60.3 | - 4.8 pp |
| EBIT               | 16.1 | 18.4 | - 12.5 % |
| EBIT margin in %   | 34.7 | 41.8 | - 7.1 pp |

According to Grossmann & Berger's latest market report, Hamburg's office rental market was unable to build on the dynamic closing of the previous year, despite a high level of revenue in the fourth quarter. It stated that the area of office space let in 2023 fell by 19 % compared with the previous year to approx. 455,000 m<sup>2</sup> . The vacancy rate rose by 0.6 percentage points to 4.6 % compared with the prior-year period.

In this market environment, however, HHLA's properties in the Speicherstadt historical warehouse district and the fish market area succeeded in continuing their positive trend from the 2023 financial year with almost full occupancy in both areas.

Revenue rose by 5.3 % in the reporting period to € 46.5 million (previous year: € 44.1 million). In addition to increased income from revenue-based rent agreements, this growth was also due to rising rental income from newly developed properties in the Speicherstadt historical warehouse district.

This significant revenue growth was offset by a planned temporary vacancy for facade renovation to increase the energy efficiency of a property and increased maintenance expenses in the fourth quarter. Moreover, higher depreciation and amortisation following a completed project development and demolition costs as part of preparations for a major construction project in the fish market area also had a negative impact on earnings. As a result, the cumulative operating result (EBIT) decreased strongly by 12.5 % to € 16.1 million in the reporting period (previous year: € 18.4 million).

## Events after the balance sheet date

Annette Walter was appointed as a Member of the Executive Board effective 1 January 2024 and took on the role of Chief Financial Officer.

There were no other events of special significance after the balance sheet date of 31 December 2023.

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

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

### Company overview

#### Structure and commercial activities

Hamburger Hafen und Logistik AG (HHLA) is a leading European port logistics group. HHLA AG is the parent company of the HHLA Group and controls the Group as a strategic management holding company. Its operating business is conducted by 37 domestic and 31 foreign subsidiaries and associated firms. In the 2023 financial year, HHLA increased its group of consolidated companies with a view to optimising its Intermodal business and expanding its digital activities. No other significant legal or organisational changes were made.

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

On 13 September 2023, Port of Hamburg Beteiligungsgesellschaft SE (the "bidder"), a wholly-owned direct subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (MSC), notified HHLA of its decision to submit a voluntary public takeover bid in relation to the class A shares. A total of 69.3 % of the class A shares (equal to 50,215,336 class A shares) are currently held by HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV) and 30.7 % (equal to 22,299,602 class A shares) are in free float. The takeover bid took the form of a cash offer against payment of a consideration of € 16.75 in cash per class A share to the shareholders of HHLA. Furthermore, the bidder stated that in connection with the takeover offer, MSC and the Free and Hanseatic City of Hamburg (FHH) had entered into a binding agreement on 13 September 2023, which establishes the basic parameters and terms of the takeover offer as well as the mutual intentions and understandings of the parties with respect to the company.

In addition, a binding preliminary contract for a Business Combination Agreement was concluded on 5 November 2023 between HHLA, the bidder and its sole shareholder at the time, SAS Shipping Agencies Services Sàrl (SAS), as well as HGV, that sets out the common 

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understanding of the key points regarding the long-term preservation of HHLA and its business model and contains key commitments vis-à-vis HHLA.

In a joint reasoned statement as per Section 27 of the German Securities and Takeover Act (WpÜG) on the takeover bid, dated 6 November 2023, the Executive Board and Supervisory Board of HHLA recommended that the shareholders accept the bid.

On 12 December 2023, it was published that, by the end of the extended acceptance period on 7 December 2023, MSC had been tendered 9.7 % of the class A shares in free float. As of 31 December 2023, the bidder also held shares acquired on the market amounting to 12.4 % of HHLA's share capital.

#### Employees

HHLA AG had a total of 987 employees as of 31 December 2023 (previous year: 1,014). Of this number, 199 received wages (previous year: 218), 729 received a salary (previous year: 726) and 59 were apprentices (previous year: 70). Of the 987 staff members, 335 were assigned to companies within the HHLA Group in the reporting year.

#### Economic environment

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

### Earnings position

#### Key figures

| in € million                   | 2023    | 2022    | Change   |
|--------------------------------|---------|---------|----------|
| Revenue                        | 141.4   | 138.5   | 2.1 %    |
| Other income and expenses      | - 134.3 | - 181.4 | 26.0 %   |
| Operating result               | 7.1     | - 42.9  | pos.     |
| Financial result               | 14.8    | - 6.7   | pos.     |
| Result from equity investments | 67.9    | 114.9   | - 40.9 % |
| Income taxes                   | 15.3    | - 18.1  | pos.     |
| Net profit                     | 105.1   | 47.2    | 122.7 %  |

The revenue generated by HHLA AG resulted mainly from the charging of personnel expenses for holding company staff assigned to the spun-off Container and Logistics segments, and from billing administrative services for IT systems which are pooled within HHLA AG. Revenue totalled € 141.4 million in the reporting period (previous year: € 138.5 million). The rise of € 2.9 million mainly resulted from services billed to subsidiaries of HHLA AG.

Other income and expenses improved earnings by an additional € 47.1 million compared with the previous year. This was mainly the result of an accounting gain from the sale of a 24.99 % stake in HHLA Container Terminal Tollerort GmbH, Hamburg (CTT), as well as income from the reversal of provisions.

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There was a positive trend in the financial result as a result of improved terms for investment.

The change in income from equity investments was mainly due to the performance of the Container segment. The net profits of HHLA AG's subsidiaries and equity investments recognised in profit or loss decreased year-on-year by € 47.0 million to € 67.9 million (previous year: € 114.9 million).

Reported income tax is largely influenced by the capitalisation of deferred taxes on tax loss carry-forwards as at 31 December 2023. The termination and reworking of profit and loss transfer agreements and the loss carryback to the assessment year 2021 also influenced reported income tax.

As the basis for calculating the dividend, the company's annual net profit is the key performance indicator for HHLA AG and amounted to € 105.1 million in the reporting period (previous year: € 47.2 million). The A division accounted for € 94.2 million of this amount (previous year: € 38.1 million) and the S division for € 10.9 million (previous year: € 9.1 million).

The difference between the actual net profit and guidance is mainly attributable to income from the reversal of provisions and increased interest income due to improved investment conditions.

#### Forecast and actual figures

| in € million | Actual 2023 | Actual 2022 | Forecast 2024            |
|--------------|-------------|-------------|--------------------------|
| Net profit   | 105.1       | 47.2        | at previous year's level |

### Assets

#### Balance sheet structure

| in € million                                        | 31.12.2023 | 31.12.2022 |
|-----------------------------------------------------|------------|------------|
| Assets                                              |            |            |
| Intangible assets and property, plant and equipment | 36.5       | 33.3       |
| Financial assets                                    | 925.0      | 469.8      |
| Other assets                                        | 617.0      | 848.0      |
| Balance sheet total                                 | 1,578.5    | 1,351.1    |
| Equity and liabilities                              |            |            |
| Equity                                              | 547.5      | 502.8      |
| Pension provisions                                  | 323.3      | 334.8      |
| Other liabilities                                   | 707.7      | 513.5      |
| Balance sheet total                                 | 1,578.5    | 1,351.1    |
| Equity ratio in %                                   | 34.7       | 37.2       |
| Intensity of investments in %                       | 2.3        | 2.5        |

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The carrying amounts of intangible assets and property, plant and equipment totalled € 36.5 million at the balance sheet date (previous year: € 33.3 million). Capital expenditure on intangible assets and property, plant and equipment amounted to € 7.8 million in the reporting period (previous year: € 5.6 million). Capital expenditure focused mainly on expanding the IT landscape.

The total increase in financial assets of € 455.2 million to € 925.0 million was mainly due to the above-mentioned expansion of the Intermodal business and digital activities, as well the issuance of loans.

Equity increased by € 44.7 million compared to year-end 2022. This increase is due to the net profit for the year of € 105.1 million and the distribution of a cash dividend of € 60.4 million.

#### Development in pension provisions

| in € million                          | 2023   | 2022   |
|---------------------------------------|--------|--------|
| Carrying amount on 01.01.             | 334.8  | 342.7  |
| Expense recognised in profit and loss | 7.5    | 11.3   |
| Pension payments                      | - 19.0 | - 19.2 |
| Carrying amount on 31.12.             | 323.3  | 334.8  |

HHLA AG uses the projected unit credit method to value entitlements associated with existing pension obligations. Future obligations are projected based on past service and possible future service prior to the insured event occurring. Anticipated future pension and pay increases are also taken into account. An average market interest rate for the past ten years of 1.82 % set by the Deutsche Bundesbank was applied for the reporting year (previous year: 1.78 %). In accordance with Section 253 (2) sentence 2 HGB, a remaining term of 15 years is used as a basis for the pension provision, which amounted to € 323.3 million as of the balance sheet date (previous year: € 334.8 million).

### Financial position

Cash flow from operating activities totalled € 152.6 million in the reporting period (previous year: € 117.0 million). This item was strongly influenced by the operating result and the income received from equity investments. Due to the reclassification of a cash pooling agreement as a medium-term loan, cash flow from investing activities declined sharply and financial funds fell to € 370.2 million (previous year: € 509.2 million). The remaining capital expenditure was funded by means of cash flow from operating activities and the assumption of loans.

In connection with existing cash pooling agreements, capital funds comprised receivables from subsidiaries of € 205.0 million (previous year: € 374.5 million), cash and cash equivalents in the form of bank balances totalling € 120.4 million (previous year: € 59.7 million) – of which € 55.0 million (previous year: € 20.0 million) was short-term bank deposits – and clearing receivables of € 44.8 million (previous year: € 75.0 million) due from Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg (HGV).

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The S division of HHLA AG participates in the cash clearing system operated by HGV. The A division also utilises the option of investing surplus liquidity with HGV whenever this is advantageous for HHLA AG.

#### Liquidity analysis

| in € million                           | 2023   | 2023  |
|----------------------------------------|--------|-------|
| Financial funds as of 01.01.           | 509.2  | 446.7 |
| Cash flow from operating activities    | 152.6  | 117.0 |
| Cash flow from investing activities    | -426.3 | -21.4 |
| Cash flow from financing activities    | 134.7  | -33.1 |
| Financial funds as of 31.12.           | 370.2  | 509.2 |
| of which receivables from subsidiaries | 205.0  | 374.5 |
| of which cash and cash equivalents     | 165.2  | 134.7 |

### Risk and opportunity report

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

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

### Business forecast

#### Outlook

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

#### Expected earnings position in 2024

On the basis of the expected earnings position of the HHLA Group, as outlined in the business forecast for the Group, and the previous comments, HHLA AG anticipates a strong year-on-year decrease in its annual profit. Due to the uncertain environment described in the Group's business forecast, a reliable outlook for HHLA AG is also still not possible. Expected Group performance

#### Expected financial position in 2024

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

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#### Dividend

As in the previous year, HHLA AG's appropriation of profits is based on the development of earnings in the financial year ended. The distributable profit and stable financial position provide the foundation for a continuation of the company's stated dividend policy. Earnings position

## Risks, opportunities and forecast

## Management of risks and opportunities

All commercial activities inevitably entail both risks and opportunities. HHLA believes that the effective management of risks and opportunities is a significant success factor in the sustainable enhancement of enterprise value.

Managing risks and opportunities is a key component of the HHLA Group's management strategy. The planning and controlling process, the reporting system and the boards of the Group's affiliates are all cornerstones of this risk and opportunity management system. At regular business development meetings, HHLA's Executive Board discusses strategy, targets and control measures, with due consideration of the risk and opportunity profile.

HHLA's risk and opportunity management system fosters a keen awareness of dealing with corporate risks and opportunities. It aims to identify risks in good time and take steps to manage or avert them while exploiting opportunities and preventing situations that could jeopardise the existence of the HHLA Group. An important element of the system is the promotion of entrepreneurial thinking and independent, responsible action.

### Risk and opportunity management system

#### Structure of the system

The risk and opportunity management system is an essential part of HHLA's corporate governance system. Its structure is based on the international risk management standard "COSO Enterprise Risk Management (2013)". Key elements of the risk management system are: identifying, assessing, managing, monitoring and reporting risks; clear responsibilities for process participants (Executive Board and managers of affiliates, Internal Audit, Group Controlling); incorporating all majority shareholdings and companies consolidated using the equity method into the risk consolidation group. The Executive Board bears overall responsibility. Its members deal with and assess the risk management reports on a quarterly basis.

Risks are catalogued regularly in the course of the annual planning process. All identified risks are described clearly and classified according to defined risk areas.

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Risks are categorised by the likelihood of their occurrence and the scale of the potential damage. This reflects the anticipated reduction of the operating result or cash flow before taxes if the risk were to materialise.

#### Categorisation of the probability of occurrence

| unlikely | possible | likely | most likely |
|----------|----------|--------|-------------|
| < 25 %   | ≥ 25 %   | ≥ 50 % | ≥ 75 %      |

### Categorisation of the damage amount as proportion of Group equity<sup>1</sup> (capability)

| not significant | medium | significant | massive | threatening |
|-----------------|--------|-------------|---------|-------------|
| < 1 %           | < 5 %  | < 10 %      | < 25 %  | ≥ 25 %      |

1 Status: Planning

Risks are assessed in the context of the actual circumstances or a realistic projection. In addition to estimates and economic or mathematical/statistical inferences, sensitivities derived from planning can be used as a basis for assessment. The Group's affiliates, divisions and corporate staff departments regularly coordinate with the central Risk Management unit of the holding company to ensure that all identified risks are consistently mapped and assessed throughout the Group.

After identifying and assessing the risk, the company defines control measures aimed at reducing the likelihood of its occurrence and/or the loss or damage. A distinction is made between the gross risk (excluding measures) and the net risk (including measures). Based on the provisions of the German Act to Strengthen Financial Market Integrity (FISG) with regard to the appropriateness and effectiveness of risk management systems, a systematic examination of the effectiveness of risk management measures is underway. In order to determine risks within the Group, a systematic risk aggregation is conducted, thereby taking account of any interdependencies of risks with risk-increasing or risk-decreasing effects.

Risks are monitored continuously and any significant changes are reported and documented on a quarterly basis. Additional ad hoc reports are issued whenever material risks emerge, cease to apply, or change. Risks are reported using standard Group-wide reporting formats in order to ensure a consistent overall picture of current risks.

To supplement the established risk management system, a climate risk and vulnerability assessment was conducted in 2022 in accordance with the requirements of the EU Taxonomy and is updated every year. Specific temperature, wind, water and solids-related climate risks for relevant business activities and their locations are assessed in terms of their relevance, potential damage and probability of occurrence. The risk assessment is based on current climate data on the basis of the greenhouse gas concentration pathways RCP 2.6, RCP 4.5, RCP 6.0 and RCP 8.5 for the period up to 2050. Corresponding adaptation plans are defined for significant climate risks. Reporting takes place once a year. Climate risks

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Opportunity management is comparable to the risk management process. Opportunities are systematically identified and measures developed as part of an annual planning process. When opportunities are identified, there is no requirement for them to be quantified. Opportunity management focuses on the monitoring and analysis of individual markets and on the early recognition and assessment of trends as a means of identifying opportunities. This includes monitoring developments affecting the overall economy or individual sectors as well as regional and local trends. The affiliates' responsibilities include identifying strategic opportunities in their core markets. HHLA's Executive Board defines the strategic framework for this objective, for example in the form of strengthening our core business and tapping additional growth areas. When planning, managing and controlling strategic projects for a specific segment or all segments, the Executive Board of HHLA primarily uses the proprietary resources of the holding company.

The most important elements of the risk and opportunity management system and risk and opportunity reporting are described in a corporate guideline.

## Reviewing and monitoring the appropriateness and effectiveness of the risk management system

Internal Audit reviews the risk management processes in the course of its individual audits. Moreover, Internal Audit conducts a review of the appropriateness and effectiveness of the risk management system on a regular basis, but no later than in the event of significant structural changes or material findings coming to light from the individual audits.

HHLA's Supervisory Board monitors the appropriateness and effectiveness of the risk management system. The external auditors assess the early risk identification and monitoring system in accordance with IDW PS 340 on behalf of the Supervisory Board as part of their audit of the consolidated financial statements.

In addition, the risk management system is regularly audited for adequacy and effectiveness in accordance with IDW PS 981. In 2022, the risk management system was audited in accordance with IDW PS 981. No material findings resulted from the audit work.

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#### Risk and opportunity management

Image /page/83/Figure/5 description: The image shows a diagram illustrating the risk and opportunity management structure within an organization, likely HHLA. The diagram is divided into several sections, each representing a different level or function within the organization. At the top, "Shareholders / lenders" are identified, with arrows pointing to "Auditor's report", "Consolidated financial statements", and "Management report". There is also a "Report to the Annual General Meeting". The "Auditor" section lists responsibilities such as annual audits and assessing the risk management system. Arrows indicate a flow of information between the "Auditor" and "Risk and opportunity management". The "HHLA Supervisory Board (Audit Committee)" is responsible for monitoring governance and managing risks, while "Revision" focuses on adequacy and effectiveness audits. The "HHLA Executive Board" has organizational responsibility for the risk and opportunity management system. "Central risk and opportunity management" involves policy authority, support, and development of the risk management system. Finally, "Risk and opportunity management at the individual companies, central units and departments" is responsible for identifying, assessing, controlling, monitoring, and reporting risks and opportunities.

### Internal control system (ICS)

#### Structure of the system

HHLA's internal control system is designed to ensure that the strategic, operational and financial reporting processes used throughout the company are consistent, transparent and reliable. It also ensures they comply with legal standards and the company's own guidelines and requirements. It comprises principles, procedures and methods designed to reduce risk and ensure the effectiveness and propriety of HHLA's processes.

The internal control system is regularly monitored and assessed according to documented processes, risks and controls. In this way, transparency of its structure and functionality are assured for the purposes of internal and external reporting.

HHLA's internal control system is based on the criteria laid out in the "Internal Control – Integrated Framework" working paper published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The internal control system is regularly monitored on the basis of control documentation and assessed with regard to its structure and functionality for the operating activities.

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Accounting processes are assessed to determine whether the existence, completeness, accuracy, valuation, ownership and reporting of transactions are at risk. The company also conducts a risk assessment regarding the possibility of fraud. Concluding unusual or complex transactions can lead to specific accounting risks. There is also a latent risk of error when processing non-routine transactions. Out of necessity, employees are given a certain amount of leeway when recognising and measuring balance sheet items, which can give rise to further risks.

Those parts of the internal control system that focus on compliance with other legal requirements are significant for the audit of the financial statements insofar as they can typically have repercussions on the audited financial statements and management report.

Appropriate and effective controls aim to ensure that Group-wide risks are reduced and business transactions are handled properly. Transactions must be documented, recorded, processed and assessed correctly in the balance sheet, as well as being quickly and correctly adopted in financial reporting. Controls are in place for all relevant business processes.

The internal control system is monitored by Internal Audit, which reports on its status to the Executive Board and the Supervisory Board. The external auditor also assesses the effectiveness of the accounting-related internal control system, primarily by carrying out spot checks.

The internal control system will always have certain limitations, regardless of how carefully it may be designed. For this reason, it is impossible to fully guarantee that corporate objectives will always be met or that every incorrect statement will always be avoided or identified.

#### Significant regulations and controls

Tasks and functions relating to business processes are clearly defined within the Group. Separating execution, settlement and authorisation functions and giving these responsibilities to different members of staff reduces the risk of errors and fraud. Multi-stage approval and authorisation thresholds for ordering, payment transactions and accounting are employed across the Group. These include using the double-checking principle. A single accounting manual covers the consistent application and documentation of accounting rules for the entire Group. Other strategic and operational guidelines are also in place. Like the accounting manual, they are reviewed regularly and updated if necessary.

Business transactions are generally recorded by ERP systems developed by SAP. For the purpose of preparing HHLA's consolidated financial statements, affiliates add more information to their separate financial statements to form standardised report packages. These are then fed into the SAP ECCS consolidation module for all Group companies.

The IT systems are protected against unauthorised access. The principles for assigning function-related authorisations are set out in the HHLA SAP authorisation guidelines. These form part of a comprehensive IT security guideline that regulates general access to the IT systems.

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The specific formal requirements for the consolidation process as pertaining to the consolidated financial statements are clearly defined. In addition to a definition of the consolidated group, there are detailed rules requiring affiliates to use a standardised and complete report package. There are also specific provisions regarding the recording and handling of Group clearing transactions and subsequent balance reconciliations, and the determination of the fair value of shareholdings. As part of the consolidation process, the Group accounting team analyses the separate financial statements submitted by affiliates and corrects them if necessary. Incorrect information is identified and rectified as necessary using control mechanisms defined in the SAP ECCS system, or by means of system-based plausibility checks.

#### Monitoring the internal control system

The efficacy of the internal control system is assessed systematically. A risk analysis is first conducted to identify and assess significant risks to material corporate processes within the companies, organisational units and Group functions, and to establish and implement suitable controls for processes identified as being at-risk. The necessary controls are documented and monitored in accordance with Group-wide guidelines.

On the basis of the risk inventory – which is conducted regularly and if necessary on an event-driven basis – the ICS is assessed at least once annually by the respective managing directors or divisional managers. The results are documented consistently throughout the Group, and include statements on the up-to-dateness and completeness of the documentation, as well as the appropriateness and efficacy of the ICS during the current business year.

The managing directors of Group companies report on the results of the self-assessment to their relevant supervisory boards. For holding company functions, the discussion is based on the reporting of the central ICS officer and is led by the Executive Board.

The results of the ICS efficacy review are reported by the member of the Executive Board on the HHLA Audit Committee. The Audit Committee also reports its findings to the Supervisory Board.

#### Review of the appropriateness and effectiveness of the ICS

A system-independent assessment of the adequacy and effectiveness of the ICS is carried out by Internal Audit in the course of its audit assignments. As part of its risk-oriented audit approach, Internal Audit examines the appropriateness of the internal control system as standard in each audit. The effectiveness of the individual internal controls is also assessed by means of suitable audit procedures.

Based on the knowledge gained in this process, Internal Audit develops future-oriented measures to eliminate any weaknesses, or to optimise processes in cooperation with the relevant departments.

As part of the audit of the annual financial statements, the auditor conducts audit procedures to verify the effectiveness of the accounting-related ICS, mainly on the basis of random samples, taking into account the revised version of IDW PS 261 and IDW PS 330, which are specialised for this purpose.

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## Overall assessment of risks and opportunities

The risks and opportunities for the HHLA Group reflect possible positive or negative deviations from the reported forecast.

The risk situation for the HHLA Group is primarily influenced by market risks. The major factors influencing the risk and opportunity profile are the global economic trend, ongoing geopolitical tensions as well as developments on the market and in the competitive environment. The development of market risks is also influenced by long-term equity investments in HHLA and its subsidiaries. The development of these factors is monitored closely, and controllable costs and capital expenditure – where scalable – are adjusted flexibly in line with foreseeable developments. Moreover, long-term equity investments in HHLA and its subsidiaries also influence the development of market risks. Given the volatile interest rate trends and the greater relevance of bad debt risks, financial risks are increasing. IT security risks are also rising as a result of the external threat level.

The overview below summarises the individual material risks faced by the HHLA Group, classifying them according to risk areas and listing them in order of decreasing significance.

| Risk              | Damage amount   | Probability of occurrence | Trend vs. previous year |
|-------------------|-----------------|---------------------------|-------------------------|
| Market risks      | significant     | possible                  |                         |
| Financial risks   | medium          | unlikely                  |                         |
| IT risks          | medium          | possible                  |                         |
| Other risks       | medium          | unlikely                  |                         |
| Performance risks | not significant | possible                  |                         |
| Strategical risks | not significant | unlikely                  |                         |
| Legal risks       | not significant | unlikely                  |                         |

### Ranking of HHLA Group's material risks

Since the economic prospects and the assessment of customer- and competitor-related market risks are unpredictable, this description of risks and opportunities merely serves as a snapshot. Changes in the HHLA Group's risk and opportunity profile are regularly reported in the half-yearly financial report and – where material – in the interim statements for the first and third quarters.

Analysis of the risks and the capability of the Group indicates that there are no discernible risks at present that could jeopardise HHLA's continued existence. The Executive Board of HHLA is confident that it will be able to exploit any future opportunities while avoiding exposure to unacceptably high risks. The following section describes the material risks and opportunities identified at Group level, taking into account any measures which have been put in place. No other material risks have currently been identified, while insurance is largely in place to cover those that do exist.

The war in Ukraine continues to affect business activities in Ukraine and risks relating to overall global economic development. HHLA is in a position to bear these risks. The continued existence of the Group is therefore not at risk.

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## Risks and opportunities

### 1. Market environment

#### Developments in container throughput, transport volumes and logistics services

The pace of growth in those economies with flows of goods supplied by HHLA is a key precondition for the future development of container throughput, transport volumes and logistics services.

At the time of reporting, the International Monetary Fund (IMF) expects steady growth of 3.1 % for the global economy in the years 2023 and 2024. Owing to ongoing global economic and political tensions, this forecast is, however, subject to uncertainty.

The growth forecast for China – the most important shipping region for the Port of Hamburg – is above the global average at 5.2 % for 2023. Economic growth of 4.6 % is forecast for 2024. The Chinese economy is thus recovering from its below-average growth in 2022, primarily as a result of state investments in renewable energies. The weaker outlook for 2024 is partly due to economic challenges facing the real estate market.

The IMF forecasts a slight recession (– 0.3 %) for Germany in 2023. Although modest growth of 0.5 % is expected as of 2024, this is still well below the expected growth for the global economy as a whole. Economic environment

There are opportunities for a stronger volume trend in connection with the growth potential of Central and Eastern European economies such as Poland, the Czech Republic, Slovakia and Hungary, which use the Port of Hamburg for a significant proportion of their intercontinental trade. Should the economic trend exceed expectations, prompting stronger volume growth, this could present an opportunity to profit from higher earnings by achieving economies of scale in handling and boosting volumes in downstream transport systems. However, this scenario is countered by the challenges mentioned, which means that the likelihood of such opportunities arising during the coming year is uncertain.

The market research institute Drewry is now forecasting zero growth for global container throughput in 2023 but expects a growth rate of 2.3 % for 2024. These estimates are also subject to uncertainty due to the ongoing geopolitical tensions.

Although they remain material for HHLA, the associated volume and capacity risks remain possible. Outlook for sector development

Throughput and transport volumes in the markets of relevance to HHLA are monitored closely to ensure trends are recognised at an early stage. Where scalable, controllable costs and investments – e.g. for the further expansion of the container terminals – are adjusted in line with the foreseeable level of demand.

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#### Competitive environment

The competitive environment on Europe's northern coast is characterised by fragmentation on the one hand and the increasing influence of shipping companies on terminals on the other. Competition remains fierce. Reliability and a high degree of quayside productivity, coupled with attractive container services and competitive prices, are central to the active positioning of Hamburg's container terminals. Clear objectives for increased productivity and improved operating costs have been defined as part of the modernisation investments and gradual transformation processes. These are to be implemented progressively up to 2025. Other factors affecting the competitive position of terminal operators are the geographical location of ports, the scope and quality of their hinterland links and their accessibility from the sea.

Price sensitivity of shipping company customers may increase for both overseas traffic and transshipment, which could lead to a shift in volumes to competitors. The prospective strategic investment in HHLA by the Mediterranean Shipping Company (MSC) – which is currently subject to various conditions being met – also poses the risk that other shipping company customers may withdraw volume from Hamburg. This is offset by agreed volume commitments and the opportunity for additional volume from MSC, which is largely due to come into effect from 2025.

The fierce competition for container transport by rail remains high as a result of various observable market trends, such as plans announced by shipping companies and logistics firms to establish their own transport routes. For HHLA's Intermodal subsidiaries, the risk of volume being re-routed and revenue being lost is therefore largely unchanged, although the prospective strategic investment by MSC may also increase the risk of other clients withdrawing volume. On the other hand, there is an opportunity for increased volume from MSC in container transport by rail.

HHLA constantly improves its competitiveness by enhancing its service quality and operational capabilities. Its ship handling activities focus primarily on increasing the efficiency of its handling services and addressing the increasing number of peak loads prompted by the handling of container mega-ships. HHLA is working on innovating its systems and optimising processes to strengthen its position in handling technology.

In the Intermodal segment, the reliability and punctuality of train connections, the scalability of the shuttle system, the expansion of the terminal network and a competitive cost base remain key prerequisites for the expected growth of rail transportation. Investments in our own hub terminals and the expansion of the network through the construction or acquisition of further terminals (including construction of another new hub in Hungary) will strengthen the performance of HHLA's hinterland network. Having said this, intermodal traffic is also dependent on the productivity of upstream and downstream carriers. Any restrictions in these areas can directly affect our own services and result in the loss of volume and earnings. Intensive customer communication and high flexibility make it possible to mitigate risks. Moreover, regulatory measures may increase the competitiveness of rail transportation in the intermodal marketplace.

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#### Customer structure

As a result of fierce competition, HHLA remains exposed to risks and opportunities from temporary or structural shifts in services provided by shipping company customers between the North Range ports and in the Port of Hamburg. As volumes per service and ship call increase with the use of ever-larger vessels, the impact on capacity utilisation at seaport terminals also grows. Changes to the syndicate structures of shipping company customers could have a direct impact on throughput volumes at the HHLA container terminals. Due to the expiry on 25 April 2024 of the block exemption regulation as an exception to the EU antitrust laws that apply elsewhere, new partnerships are expected in the short to medium-term. The risks resulting from significant changes to the current service structure still remain possible.

In the field of ship handling, HHLA cooperates with many shipping companies on a neutral basis ("multi-user principle"). This enables HHLA to respond flexibly to changes in the container liner shipping sector. This neutrality remains in place even in the case of a strategic investment in HHLA by MSC.

As a result of the non-controlling interest of 24.99 % held by CSP, CTT will be developed into a preferred handling location for COSCO traffic, where freight flows between Asia and Europe will be concentrated. This non-controlling interest will also result in a proportionate transfer of market risks to CSP.

In addition, HHLA aims to enhance added value for its customers by expanding its megaship handling activities, continuing to develop the quality of its services and operational capabilities, and optimising client-specific processes.

Depending on the customer structure, even smaller affiliates may become reliant on individual clients. Various steps are taken to counteract this reliance, such as optimising service quality. At the same time, efforts are made to attract new clients.

#### Energy price increases

Fossil fuels are exposed to procurement price risks owing to geopolitical factors and environmental policy targets. These risks can adversely affect the earnings of the energy-intensive Container and Intermodal segments. Moreover, the extension of the tax-privileged use of port diesel in German seaports from mid-2024 is still pending at the time of reporting. The occurrence of risks related to energy price hikes is still regarded as possible.

HHLA is therefore taking steps to increase energy efficiency and pursuing a strategically focused procurement policy that favours electricity from climate-neutral production. It will be necessary to pass on price rises to the market where possible.

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#### Traction/track costs

HHLA companies operating in the Intermodal segment pay track fees to the national railway companies or network operators for their rail network usage and in part also purchase traction services.

As the rail infrastructure in Germany is largely publicly owned, various authorities monitor nondiscriminatory access and track fees. These authorities include the Federal Network Agency and the Federal Railway Authority in Germany as well as corresponding bodies abroad at EU level. The risk of increased traction/track costs therefore remains immaterial for HHLA. 1. Market environment, 4. Other risk and opportunity factors, 6. Strategic environment

To reduce the level of dependency on national railway companies for traction services and to enhance production quality, HHLA is expanding its own facilities and rolling stock in line with demand. Providing end-to-end transport services using the company's own operating assets guarantees high quality throughout the process chain. HHLA's objective is to offer its customers a logistics chain of unparalleled quality and reliability. This will further strengthen Hamburg's appeal: high-performance seaport terminals promote higher volumes in the hinterland, while intelligent transport systems with low-cost structures boost container flows at the port.

### 2. Financial risks

#### Impairment of investments and assets

An economic trend that falls short of expectations may require adjustments to the valuation of assets. For example, the high level of fixed costs associated with large parts of HHLA's business model means that it might not be possible to compensate fully for divergences in earnings caused by underutilised capacity in the short term if demand for HHLA's services fails to materialise as expected. The terminal in Odessa is at risk due to the war in Ukraine: an impact on our results of operations, net assets and financial position is possible, while material risks (expropriation, destruction, breach of contract) are largely hedged by German government guarantees. Furthermore, impairment losses for software projects also can no longer be ruled out. Changing interest rates, triggered by inflation and a more restrictive monetary policy, are tending to lower present values when performing impairment tests. HHLA regularly checks for any impairment of its assets and makes adjustments where necessary. As in the previous year, impairment risks indicate a medium damage amount, with the occurrence of the risk still regarded as possible.

#### Bad debt losses

In recent years, shipping company customers have benefited greatly from high demand and freight rates driven up by competition, which resulted in positive earnings. This high level looks set to drop off in 2023 and beyond due to lower freight rates and overcapacities in shipping. Initial reports by shipping customers indicate significantly lower earnings for 2023. The impact of the attacks on ships in the Red Sea remains to be seen. 1. Market environment

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In addition, there are uncertainties regarding a further slump in demand due to the economic situation, as well as the volatile development of bunker costs. As a result, risks of customer insolvency with the ensuing loss of throughput and bad debts in the Container segment are material once more, although these risks are deemed unlikely.

For Logistics properties and in the Speicherstadt historical warehouse district, there are still rent default risks and with them the risk of costs for any necessary modification or renovation of rented space. HHLA is in close contact with its tenants in order to adopt any necessary measures quickly. As in the previous year, it is deemed unlikely that any such risks will occur.

HHLA uses credit checks to reduce del credere collection risks. Active receivables management is used to monitor compliance with contractually agreed payment deadlines.

#### Currency risks

As the bulk of HHLA's services are rendered within the eurozone, the majority of its invoices are issued in euros. The Intermodal and Logistics segments operate internationally, and a container terminal is operated in Ukraine (currently restricted). Invoicing here is primarily in euros or dollars. Currency or transfer risks therefore result primarily from exchange rate fluctuations affecting Central and Eastern European currencies. For this reason, it is impossible to rule out the risk of a devaluation of the Ukrainian currency, the hryvnia, compared to the budget estimate, especially in view of the war in Ukraine. This means that the relevant exchange rate risks are subject to high levels of uncertainty. There are also exchange rate risks related to the measurement of euro loans at companies which are paid out in local currency. The extent of these risks is influenced by both the development of exchange rates and the development of the loan portfolio. At present, the risks are lower than in the previous year; in the medium term, however, the risks could increase again, in particular due to the planned expansion of Intermodal activities.

All HHLA companies operating with foreign currencies reduce the risk of currency fluctuations by monitoring exchange rates regularly and, where possible, transferring free liquidity in local currency to hard-currency accounts. In the Intermodal segment, hedging transactions are regularly completed on the basis of existing currency hedging guidelines.

#### Pension obligations

The ECB has made interest rate adjustments in order to steady inflation rates. As a result, the reference interest rate that is relevant for pension obligations has been volatile. The risk of pension provisions increasing due to lower interest rates is higher than last year, although the risk of occurrence is still deemed unlikely. HHLA monitors interest trends so that it can adjust its provisions as necessary. For further details of downstream default risks, liquidity risks, interest and exchange rate risks, including risk mitigation measures and the management of these risks, please see the report on financial instruments in the notes to the consolidated financial statements. Notes to the consolidated financial statements, no. 47 Management of financial risks

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### 3. IT risks

HHLA's business processes rely heavily on the availability and security of IT applications. In the event of a cyberattack, temporary restrictions or failures in IT applications, e.g. due to the destruction of data, cannot be ruled out. Extensive protective mechanisms for incoming data and communication, as well as additional control measures serve to protect against attacks. In order to significantly reduce the impact of any damage, we maintain secure backups, for example. In view of the increasing threat level, the likelihood of this type of risk occurring is higher for HHLA than in the previous year. The damage amount associated with the risk of a damaging attack remains moderate.

### 4. Other risk and opportunity factors

#### Climate risks

The climate risk and vulnerability assessment conducted for the first time in 2022 in accordance with the requirements of the EU Taxonomy was reviewed in 2023. The results continue to show that the climate risks of floods and landslides as a result of extreme weather events, which have already been identified as material, are not expected to change significantly in the period under consideration until 2050 on the basis of current climate data. There are no other material climate risks at present. As a result, no further adaptive solutions or modifications to the existing measures are required at present.

#### Flooding

As a result of the existing structural situation and the fact that HHLA's Hamburg port facilities and buildings necessarily operate close to water, there is a fundamental risk of storm surges. However, flood protection work undertaken by HHLA and the Free and Hanseatic City of Hamburg in previous years has reduced this risk considerably. The residual risk was once again decreased further compared to the previous year.

Should this risk ever materialise, comprehensive emergency programmes have been put in place by public authorities and companies operating in the port as well as the Speicherstadt historical warehouse district, to minimise the potential damage. In addition, the risk of damage to property is sufficiently covered by insurance policies.

#### Extreme weather events

In the course of climate change, an increase in extreme weather events can also be observed in Europe. Intermodal transport operations in particular may be adversely affected by the weather-related landslips causing the closure of track sections. A high level of flexibility is required with regard to operating equipment and personnel to maintain rail-based container transportation. Operations in the Intermodal segment are systematically geared towards ensuring that customers receive the agreed service level, even in challenging weather conditions. As in the previous year, temporary increases in additional costs caused by specific events cannot be ruled out.

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#### Investment options

In addition to organic growth, HHLA systematically examines and evaluates acquisition opportunities as part of its growth and innovation strategy. The focus is on equity investments in potentially attractive growth markets (investments to expand or supplement the portfolio in the core segments of Container and Intermodal), as well as in innovative technology companies and start-ups in the transport and logistics sector. In addition to strategic aspects and synergies with HHLA's existing activities, key decision-making criteria include growth prospects, the anticipated return on capital employed, and the assessment of commercial opportunities and risks.

#### Technological innovations and digitalisation

One of HHLA's goals is to relieve the pressure on the transport infrastructure in and around the Port of Hamburg by seeking innovative and sustainable solutions and using the capacities of its terminals more efficiently. To achieve this, HHLA uses machine learning at CTA and CTB, for example, to optimise the positioning of containers in the yard and thus boost productivity.

Furthermore, HHLA has set up new company units and invests in promising start-ups to provide the necessary space for technological and entrepreneurial innovation in logistics to flourish, especially with regard to innovative business activities along the material and digital logistics value chain. One example of this is the "modility" booking portal, a platform that simplifies access to intermodal transport.

The innovative development of our core business and the tapping of new growth drivers may produce additional opportunities for boosting efficiency and value added in future. Such opportunities are associated with certain start-up costs and an entrepreneurial risk that must be carefully reviewed and weighed up against the corresponding opportunities. Innovation

### 5. Service provision risks

#### Strike risks

Disputes relating to collective bargaining or transformation processes may lead to interruptions or delays to operations, with a corresponding impact on earnings, especially in the Container and Intermodal segments. As external strikes are relevant to the Intermodal segment, communication with clients and flexibility with regard to routing are effective measures for reducing the potential scale of damage. In the Container segment, internal industrial action cannot be ruled out. This is counteracted by means of extensive communication regarding transformation processes and the close involvement of the works council.

### Price calculation risks in the Speicherstadt historical warehouse district

Due to the high level of capacity utilisation in the construction sector and the global shortage of building materials, price calculation risks were measured in the past year for construction projects in the Speicherstadt historical warehouse district for which contracts have not yet been awarded. Given their high likelihood of occurrence, these have been taken into account 

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in our planning. Measures such as the close involvement of Purchasing in projects serve to optimise costs. No other risks have been identified at present.

#### Other operating risks

Moreover, transformation processes and the corresponding achievement of planned project targets may be delayed. We aim to prevent any delays by taking extensive communication measures and ensuring the close involvement of all parties. The risks are largely on a par with the previous year. In the light of transformation processes that will last several years, such risks will remain relevant over the medium term.

As stated in the previous year's annual report, due to the special structures and age of the buildings in the Speicherstadt historical warehouse district, short-notice renovation requirements may go beyond the scope of our planning. This may result in unscheduled additional costs. No such risks are currently deemed material. Structural appraisals and expert assessments allow the early detection of any such risks.

### 6. Strategic environment

#### Infrastructure

HHLA's competitiveness largely depends on Hamburg's infrastructure as a port and logistics hub. Hamburg's offshore, onshore and regional transport networks must be able to cope with the flows of goods and their carriers. As an infrastructure-related operator, HHLA and its subsidiaries depend on prompt provision of the scheduled volume of public investments and services that are frequently necessary to support their own investments and ensure facilities are not jeopardised. Infrastructural deficits such as the current restrictions on navigability of the river Elbe due to silt could cause throughput and transport volumes to bypass HHLA's sites. Attempts are currently being made to remove the restrictions on the river Elbe, which means that these risks are deemed unlikely to occur. How these risks will develop over the medium and long term remains to be seen.

The regional road and rail infrastructure must be modernised and expanded if the Port of Hamburg wants to retain and enhance its competitiveness while optimising processes for inand outbound flows of goods in its hinterland. This may lead to additional costs or delays in the Intermodal segment due to bottlenecks in the rail network as a result of poor rail infrastructure or delays caused by construction work, for example. The flexibility of its own rolling stock helps to ensure that any impact on earnings from such events is unlikely and still not deemed a material risk to the HHLA Group. Projects of special significance to HHLA in the medium term include the replacement of the Köhlbrand Bridge, the construction of the port motorway access A 26 East and the maintenance and upgrading of the Kiel Canal, including its locks.

HHLA cooperates closely with the relevant public institutions on these projects. It also safeguards its interests by participating in relevant committees and through lobbying and active public relations activities.

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### 7. Legal risks

#### Compliance incidents

Well-trained and motivated employees are the foundation of responsible business activities. The Group's relationship with its employees is informed by its sense of social responsibility. Staff representatives are closely and actively involved in Group decision-making and take their responsibilities seriously. However, it is impossible to completely rule out the risk of employees committing fraudulent acts or legal and competitive violations in the course of their work. Furthermore, any infringements of specific areas of law (e.g. competition law, data privacy) may lead to fines based on Group key figures and could therefore potentially reach significant proportions.

To reduce these risks, HHLA has introduced guidelines, manuals and double-checking, embedded controls in its processes and established spot checks as part of its compliance management system. Furthermore, the Group has issued a Code of Conduct that applies to all Group managers and employees. In line with the current risk profile, training sessions are held regularly on the contents of the Code of Conduct as well as other specialised issues such as the prevention of corruption and conduct in the competitive environment. All of these activities are supported by additional communication measures, for example via the HHLA intranet. There are also opportunities for both employees and third parties to report violations via the whistle-blower hotline. Should compliance violations occur, specific process adjustments may be undertaken to prevent them in future. In cases of theft, for instance, corresponding security measures are reviewed and possibly introduced to prevent, as far as possible, any more such items going missing. Furthermore, regular analysis of compliance risks and IT-based business partner screening – which enables the risk-oriented screening of HHLA business partners across the Group – help to identify compliance risks at an early stage and thus minimise risk. This also applies to HHLA's Supplier Code of Conduct, which is used throughout the Group.

#### Process risks

Changes in initial assumptions or general conditions may cause projects to fall significantly short of the underlying economic feasibility calculation. This may, in turn, necessitate the termination of long-term contracts and potentially result in legal disputes. HHLA adopts preventive measures, including the use of legal expertise, to prevent or resolve such disputes. At the time of reporting, there were no material risks in this regard.

#### New regulatory requirements

Changes to legislation, regulatory reforms or amended requirements may necessitate changes to HHLA's internal processes or existing equipment, and could lead to cost increases. As in the previous year, no material risks have been identified in this regard.

Conversely, new regulations may also lead to opportunities that mainly boost the market potential of technological innovations.

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## Business forecast

### Macroeconomic forecast

### Growth expectations for GDP

| Growth expectation in %                                             | 2024 | Trend vs. 2023 |
|---------------------------------------------------------------------|------|----------------|
| World                                                               | 3.1  | →              |
| Advanced economies                                                  | 1.5  | ↘              |
| USA                                                                 | 2.1  | ↘              |
| Eurozone                                                            | 0.9  | ↗              |
| Germany                                                             | 0.5  | ↗              |
| Italy                                                               | 0.7  | →              |
| Emerging economies (newly industrialising and developing countries) | 4.1  | →              |
| Emerging Asian economies                                            | 5.2  | ↘              |
| China                                                               | 4.6  | ↘              |
| Central and Eastern Europe (emerging European economies)            | 2.8  | ↗              |
| Russia                                                              | 2.6  | ↘              |
| Latin America and the Caribbean                                     | 1.9  | ↘              |
| World trade                                                         | 3.3  | ↗              |

Source: International Monetary Fund (IMF); January 2024

The recovery of the global economy appeared astonishingly robust in 2023, despite high inflation and tight monetary policy. Although growth in 2024 will continue to be burdened by high interest rates put in place to counter inflation, as well as the loss of fiscal support due to high levels of debt, many national economies proved to be unexpectedly resilient in 2023. As a result, the International Monetary Fund (IMF) is upbeat about the macroeconomic outlook for 2024 and upgraded its latest forecast for global economic growth slightly by 0.2 percentage points to 3.1 % in January 2024. This more optimistic outlook primarily reflects the upgraded forecasts for 2023 for China, the United States and the major emerging and developing economies. At the same time, global growth remains below the historic average of the past two decades.

In 2024, the pace of economic growth is likely to slow marginally in the advanced economies compared to the previous year. Slightly weaker growth of 2.1 % (previously: 2.5 %) is forecast for the United States in 2024, as the IMF assumes that the effects of tighter fiscal policies and a weaker labour market will slow overall demand.

The current phase of economic weakness in the eurozone is due to end during the forecast period. The declining impact of the energy price shock, falling inflation and rising real wages are likely to stimulate private consumption and bolster the economy. As a result, the IMF expects that macroeconomic activity in the eurozone will grow by 0.9 % in 2024. The IMF once again expects only minor growth for the German economy in 2024. The IMF's economists recently downgraded their economic forecast significantly and now only expect growth of 0.5 %. In October 2023, the IMF had forecast growth of 0.9 %. As a result, Germany is once again expected to have the lowest growth of the G7 countries. Italy's economic output is likely to increase by 0.7 %.

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By contrast, stable growth is expected for the emerging and developing economies.

The IMF expects economic growth in China to tail off this year, compared with 2023. The property market crisis and weak domestic consumption will burden the economy in 2024. Poorer job prospects and high unemployment among young people are expected to exacerbate the situation. At the same time, the economic outlook for the world's second-biggest economy has been upgraded by 0.4 percentage points to 4.6 %. This upgrade reflects the unexpectedly strong growth over the past year and higher state spending on expanding the country's capacity to withstand the effects of natural disasters.

After unexpectedly benefiting from the growth of their major trading partners and strong domestic demand in 2023, the gross national product of the Latin America and Caribbean economic zone is likely to decline again to 1.9 % in 2024. This decrease primarily reflects the negative growth in Argentina in connection with the country's economic reforms.

For the emerging economies of Central and Eastern Europe, the IMF's experts anticipate growth of 2.8 %. The economic recovery in Russia is set to continue during the forecast period. The IMF has upgraded its forecast for Russia to growth of 2.6 %, although this also includes a carry-over effect from the unexpectedly strong growth in 2023.

The outlook for the Ukrainian economy is still uncertain and depends on how the war develops. In its outlook of October 2023, the IMF forecast economic growth of 3.2 % for Ukraine. According to the most recent IMF estimates of October 2023, GDP in Estonia is expected to grow by 2.4 %.

The IMF's economists expect world trade volumes to increase by 3.3 % during the forecast period, which is still below the historical average. Increasing trade distortion and geoeconomic fragmentation are putting pressure on global trade. Countries around the world imposed around 3,200 new trade restrictions in 2022 and around 3,000 in 2023.

### Forecast for the sector development

In view of the macroeconomic outlook, the market research institute Drewry slightly upgraded its forecast for global container throughput and now anticipates growth of 2.3 % (previously: 2.0 %) for container volumes at the world's ports in 2024.

For the shipping region China, the most important for the Port of Hamburg, Drewry expects to see slower growth in container throughput of 1.4 % in 2024. The market experts justified their downgrade for China by stating the current uncertainties regarding the economic situation of the world's second largest economy.

The forecasts for European ports indicate a moderate recovery during the forecast period. Experts estimate a growth rate for the European shipping region of 3.3 % this year. This upturn is expected in all shipping regions – with the exception of the Eastern Mediterranean and Black Sea shipping region. A moderate recovery of 3.4 % is also expected in container throughput for the North-West European ports as compared to 2023.

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#### Expected container throughput by shipping region

| Growth expectation in %                 | 2024 | Trend vs. 2023 |
|-----------------------------------------|------|----------------|
| World                                   | 2.3  |                |
| Asia as a whole                         | 1.6  |                |
| China                                   | 1.4  |                |
| Europe as a whole                       | 3.3  |                |
| North-West Europe                       | 3.4  |                |
| Scandinavia and the Baltic region       | 0.9  |                |
| Western Mediterranean                   | 6.5  |                |
| Eastern Mediterranean and the Black Sea | 1.2  |                |

Source: Drewry Maritime Research; December 2023

The moderate growth in container demand is countered by a wave of expanded ship capacity due to hit the market in the next few years. The market research institute AXS Alphaliner expects the fleet's total carrying capacity to rise to 30.1 million TEU in the forecast period, corresponding to an increase of 9.8 %. A total of 467 ships with a carrying capacity of approximately 3.1 million TEU are scheduled for delivery in 2024. Of these, 13 ships will be in the +18,000 TEU category.

The gap between expected container demand and available capacity has never been so wide and without the adoption of the relevant countermeasures is resulting in the current drop in container freight rates – likely to last for some time – and lower profitability for shipping companies. Whereas the sector is thought to have earned US\$ 31 billion in 2023, a cumulative operating loss of US\$ 15 billion is expected for 2024.

In view of the continued increase in ship sizes and the resulting rise in container volumes per ship call, the pressure on terminals and hinterland transport systems due to handling peaks will continue to grow. Attacks on ships in the Suez Canal and the resulting diversion of ships will also temporarily put additional pressure on ports as a result of unscheduled ship calls. As a result, Drewry expects to see poorer productivity for the European ports.

### Expected freight traffic in Germany by modes of transport

| Growth expectation in %    | 2024       | Trend vs. 2023 |
|----------------------------|------------|----------------|
| <b>Transport volumes</b>   | <b>1.6</b> | ↗              |
| Road traffic               | 1.7        | ↗              |
| Railway traffic            | 1.8        | ↗              |
| Multi-modal traffic        | 2.6        | ↗              |
| <b>Traffic performance</b> | <b>2.1</b> | ↗              |
| Road traffic               | 2.3        | ↗              |
| Railway traffic            | 2.1        | ↗              |
| Multi-modal traffic        | 3.1        | ↗              |

Source: Floating medium-term forecast for freight and passenger transport (Federal Ministry of Transport and Digital Infrastructure); September 2023

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The most recent medium-term forecast for cargo and passenger transport in Germany issued by the Federal Ministry of Transport and Digital Infrastructure (BMDV) based on data from September 2023 anticipates that the entire German freight market will recover slightly in 2024 as a result of the macroeconomic outlook. In terms of traffic performance – transport volume multiplied by distance travelled – experts predict a rise of 2.1 %. With regard to the individual modes of transport, a slight increase of 1.7 % is expected for road freight volume in 2024 while traffic performance is expected to achieve growth of 2.3 %. The volume of goods transported by rail is set to show a similar development. Rail transport volumes will increase by 1.8 % during the forecast period, with performance increasing by 2.1 %. At the same time, intermodal traffic is expected to pick up pace in the current year. Volumes will be up by 2.6 % and performance by 3.1 %.

### Expected Group performance

#### Comparison with the forecast of the previous year

The guidance for 2023 published in the 2022 Annual Report was subject to a high degree of uncertainty due to the unpredictability of future average revenues and macroeconomic developments. With the publication of the interim statement for January to March 2023, this guidance was downgraded due to the divergent development at segment level: expected container throughput was downgraded to "slight increase" and revenue in the Container segment to "moderate decrease". At the same time, revenue for the Group, the Port Logistics subgroup and the Intermodal segment were upgraded.

Based on the preliminary figures for the year available after the first half of the year, full-year guidance for 2023 was once again significantly adjusted in an ad hoc statement on 27 July 2023. Expectations for container throughput were downgraded once again to "significant decrease", while guidance for container transport was downgraded to "last year's level". As a result, the guidance for revenue at Group level, as well as for the Port Logistics subgroup and the Container and Intermodal segments was downgraded. Moreover, the earnings corridor (EBIT) for the Group was decreased to between € 115 million and € 135 million, to between € 100 million and € 120 million for the Port Logistics subgroup and to "slight decrease" for the Intermodal segment.

In the interim statement for January to September 2023, guidance for container transport and earnings of the Intermodal segment was downgraded to "moderate decrease". At the same time, the capital expenditure range for the Group was raised to between € 270 million and € 320 million and to between € 240 million and € 290 million for the Port Logistics subgroup. Overall statement on business performance

Both the development of container throughput and the development of revenue for the Group, the Port Logistics subgroup and the Container segment were confirmed at year-end. A "significant decrease" in container throughput was disclosed at the end of the year. Moreover, there was also only a "moderate increase" in revenue of the Intermodal segment.

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The operating results (EBIT) for the Group and for the Port Logistics subgroup were below the ranges forecast due to the weaker-than-expected performance of the Intermodal segment.

While capital expenditure at Group level remained at the upper end of the range, capital expenditure in the Port Logistics subgroup slightly exceeded the stated range.

#### Expected earnings position

Please note: Due to the unpredictability regarding the future development of geopolitical tensions at the time of reporting, the ongoing war in Ukraine and the effects of the announced realignment of syndicate structures of shipping companies, the forecast is subject to a high degree of uncertainty.

In the Port Logistics subgroup, a significant increase is expected for container throughput and a moderate increase for container transport compared to the previous year. All in all, a moderate year-on-year increase in revenue is expected. A significant increase is forecast for the Container segment and a moderate increase for the Intermodal segment.

The Port Logistics subgroup anticipates EBIT in the range of € 70 million to € 100 million for the 2024 financial year. A strong decrease is forecast for the Container segment and a strong increase for the Intermodal segment.

For the Real Estate subgroup, revenue is expected to remain at the prior-year level. A significant year-on-year increase in the operating result (EBIT) is regarded as possible.

At Group level, HHLA expects a moderate increase in revenue and an operating result (EBIT) in the range of € 85 million to € 115 million.

#### Expected financial position

Based on the liquidity available as of 31 December 2023, HHLA assumes that it will have sufficient funds to meet its payment obligations at all times.

At Group level, capital expenditure is expected to be in the range of € 400 million to € 450 million in 2024. The Port Logistics subgroup is likely to account for € 360 million to € 410 million of this amount.

In the Container segment, investments will focus on expanding capacity at domestic and international terminals, and on expanding the Group's own transport and handling capacities in the Intermodal segment.

HHLA remains committed to its results-oriented dividend policy, which aims to pay out between 50 % and 70 % of annual net profit after minority interests in the form of dividends.

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## Non-financial statement

## Non-financial reporting

HHLA's non-financial statement is based on the Global Reporting Initiative (GRI) standards "GRI 1: Foundation 2021", "GRI 2: General disclosures 2021" and disclosures in line with the GRI topic standards for each topic deemed material in accordance with HGB requirements. Furthermore, the UN's Sustainable Development Goals (SDGs) serve as a framework for determining and aligning our sustainability activities. Corporate and sustainability strategy

The non-financial statement is roughly divided into the sections Ecology, EU Taxonomy, Society and Corporate Governance. The non-financial statement does not, however, include the sub-chapters "Headcount and Personnel Structure" and "Corporate Governance Declaration". Due to their thematic proximity, both sub-chapters have, however, been structurally assigned to the section "Society" in the chapter "Working World and Employment" and to the sub-chapter "Corporate Governance", respectively. They are part of the audit of the Group management report and were audited with reasonable assurance.

HHLA regularly carries out a materiality analysis to determine the most important nonfinancial topics. This was conducted most recently in November 2021. The analysis was based on the valid GRI Standard at the time "GRI 101: Foundation 2016". Given the introduction of the new Corporate Sustainability Reporting Directive (CSRD), HHLA will initiate a new materiality analysis for the 2024 financial year in accordance with the European Sustainability Reporting Standards (ESRS 1) in order to take account of the new requirements of the CSRD in the next survey. Materiality analysis

Where appropriate, the results of this analysis are then attributed to the aspects listed in Section 289c HGB: environmental aspects, employee aspects, social aspects, respect for human rights and combating corruption and bribery. The reconciliation of the reportable aspects as per Section 289c HGB with the topics deemed material by HHLA is shown in the table below.

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### Reconciliation of the reportable minimum aspects in accordance with CSR-RUG with the material aspects and issues of relevance to HHLA

| Content of the non-financial<br>statement according to<br>Sec 289c HGB | Strategic fields of action                  | Materially valued in the sense of double<br>materiality according to Sec 289c para. 3<br>HGB | Index of reportable components of<br>the non-financial statement |
|------------------------------------------------------------------------|---------------------------------------------|----------------------------------------------------------------------------------------------|------------------------------------------------------------------|
|                                                                        | <b>Ecology</b>                              |                                                                                              |                                                                  |
| Environmental aspects                                                  | Climate-friendly logistic<br>chains         | ■ Operation and expansion of climate friendly<br>logistics chains                            | Climate-friendly logistic chains                                 |
|                                                                        | Area optimisation                           | ■ Efficient use of terminal area                                                             | Area optimisation                                                |
|                                                                        | Climate protection and<br>energy efficiency | ■ Operational CO2 neutrality<br>■ Increase of energy efficiency                              | Emissions<br>Energy                                              |
|                                                                        | <b>Society</b>                              |                                                                                              |                                                                  |
| Employee aspects                                                       | Working world                               | ■ Training and education of employees                                                        | Headcount and personnel structure                                |
|                                                                        | Occupational health and<br>safety           | ■ Occupational safety according to<br>international standards for employees                  | Personnel development<br>Occupational health and safety          |
| Social aspects1                                                        |                                             |                                                                                              |                                                                  |
|                                                                        | <b>Governance</b>                           |                                                                                              |                                                                  |
| Respecting human rights1                                               | Business ethics and<br>integrity            |                                                                                              | Respect for human rights                                         |
| Combating bribery and<br>corruption1                                   | Business ethics and<br>integrity            |                                                                                              | Combating corruption and bribery                                 |
|                                                                        | <b>Economy</b>                              |                                                                                              |                                                                  |
|                                                                        | Development of shareholder<br>value         | ■ Growth and profitability                                                                   | Earnings position                                                |
|                                                                        | Added value and innovation                  | ■ Digitalisation for process optimisation<br>■ Increasing efficiency                         | Innovation                                                       |
| Further aspects according to Sec 289c HGB                              |                                             |                                                                                              |                                                                  |
| Indication of the frameworks used                                      |                                             |                                                                                              | About this report                                                |
| Sustainability strategy                                                |                                             |                                                                                              | Corporate and sustainability strategy                            |
| Description of the business model                                      |                                             |                                                                                              | Operating activities                                             |
| Material non-financial risks and their management                      |                                             |                                                                                              | Risk management<br>Risks and opportunities                       |

1 HHLA takes its responsibility for dealing with the social concerns of business partners, shareholders and the public, respect for human rights, the fight against corruption and bribery very seriously. However, in accordance with the double materiality principle set out in Section 289c (3) of the German Commercial Code (HGB), all matters relating to these aspects are not reportable for HHLA due to their lack of materiality to business. HHLA has decided to report information on these topics on a voluntary basis for reasons of transparency.

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Not audited

The GRI Content Index offers a further overview of reporting content that is deemed material. [https://bericht.hhla.de/gri](https://hippo.nexxar.com/clients/hhla/ar23/en/further-information/gri-content-index)

Audit with limited assurance

## Materiality analysis

HHLA engages in regular dialogue with its external stakeholders, including customers (e.g. shipping companies), clients of customers (e.g. forwarders), employees, suppliers, potential and existing shareholders and investors, associations and institutions, research institutes, political decision makers, non-governmental organisations (NGOs), local residents and interested members of the public. Business partners and clients

### Process and results of the stakeholder survey

In order to obtain a comprehensive overview of stakeholder expectations and demands, HHLA conducted a materiality analysis in November 2021, in which the sustainability topics of potential relevance to its internal and external stakeholders were examined. The main stakeholders for HHLA were first identified by the specialist departments. This was initially based on internal sources, such as a list of key customers. The main stakeholders identified were customers, clients of customers, employees, suppliers, potential and existing shareholders, ESG rating agencies, associations and institutions, research institutes, political decision makers, NGOs and local residents close to the terminals in Hamburg.

In a second step, a list of topics known to be relevant to both internal and external stakeholders was drawn up and structured in accordance with the key fields of activity of HHLA's corporate and sustainability strategy.

A four-week international online survey using a standard questionnaire was then conducted. External stakeholders from all of the groups identified, as well as managers from a number of different divisions, took part in the survey.

In total, approximately 60 people rated topics of

#### Derivation Annual review and revision every two years Weighting Materiality analysis Internal assessment by Sustainability Council Report content Stakeholder survey Sustainability initiative

The materiality analysis process

potential relevance to HHLA (customers, business partners, suppliers, investors and HHLA staff in particular). Stakeholders also had the chance to rate the importance of topics, as well as to add to them or make comments on them.

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This digital survey was combined with qualitative interviews with experts. A total of 15 representatives from the fields of customers, investors, ESG ratings, NGOs and associations took part in the 60-minute interviews. All participants were asked about HHLA's fields of activity.

### Results of the stakeholder survey and materiality assessment

The results of the stakeholder survey largely correspond with the results of previous stakeholder surveys. None of the potentially relevant topics covered were rated as immaterial or hardly material.

The HHLA topics categorised as material or very material in the stakeholder survey were analysed by an internal specialist committee both with regard to HHLA's economic, environmental and social impact on the respective topic and with regard to the topic's relevance to the success of the company under the double materiality considerations as defined in Section 289c (3) HGB.

HHLA takes its responsibility in dealing with social aspects that concern business partners, shareholders and the general public very seriously. Similarly, compliance, data privacy, respecting human rights, and combating corruption and bribery are also seen as fundamental requirements for sustainable corporate governance. Due to a lack of business relevance, however, none of these topics were deemed material to HHLA as per Section 289c (3) HGB. For reasons of transparency, however, HHLA has decided to report on these topics on a voluntary basis. The topics were validated internally by the relevant specialist departments.

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### Results of the stakeholder survey and subsequent assessment of HHLA in terms of double materiality in accordance with Section 289c (3) HGB

| Fields of activity                             | Material                                                                                                                                                                                                                                                     | Very material                                                                                                           | Materially valued in the sense of double<br>materiality according to<br>Section 289c (3) HGB                                                                               |
|------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Ecology                                        |                                                                                                                                                                                                                                                              |                                                                                                                         |                                                                                                                                                                            |
| Climate-friendly<br>logistics chains           | ■ Product range for CO2-neutral container<br>transport                                                                                                                                                                                                       | ■ Operation and expansion of climate<br>friendly logistics chains                                                       | ■ Operation and expansion of climate<br>friendly logistics chains                                                                                                          |
| Land conservation                              | ■ Efficient use of terminal area                                                                                                                                                                                                                             |                                                                                                                         | ■ Efficient use of terminal area                                                                                                                                           |
| Climate protection<br>and energy<br>efficiency | ■ Operational CO2 neutrality<br>■ Use of renewable energy                                                                                                                                                                                                    | ■ Increase of energy efficiency<br>■ Promotion or development and use of<br>renewable energy from own energy<br>sources | ■ Increase of energy efficiency<br>■ Operational CO2 neutrality                                                                                                            |
| Environmental and<br>resource protection       | ■ Reduction of resource consumption<br>■ Promotion of the circular economy<br>■ Conservation and promotion of<br>biodiversity<br>■ Reduction of light emissions                                                                                              |                                                                                                                         |                                                                                                                                                                            |
| Society                                        |                                                                                                                                                                                                                                                              |                                                                                                                         |                                                                                                                                                                            |
| Working<br>environment                         | ■ Attractiveness as an employer<br>■ Securing jobs<br>■ Education and training of employees                                                                                                                                                                  |                                                                                                                         | ■ Training and education of employees<br>(personnel development)                                                                                                           |
| Health and safety                              | ■ Health promotion of employees                                                                                                                                                                                                                              | ■ Occupational safety according to<br>international standards for employees                                             | ■ Occupational safety according to<br>international standards for employees                                                                                                |
| Social responsibility                          | ■ Active stakeholder dialogue<br>■ Social or social engagement                                                                                                                                                                                               |                                                                                                                         |                                                                                                                                                                            |
| Business partners                              | ■ Supply chain transparency<br>■ Purchasing policies related to<br>environmental, social and governance                                                                                                                                                      | ■ Strengthen customer relationships                                                                                     |                                                                                                                                                                            |
| Governance                                     |                                                                                                                                                                                                                                                              |                                                                                                                         |                                                                                                                                                                            |
| Strategy and<br>management                     | ■ Integrate governance, environmental<br>and social factors into corporate<br>strategy<br>■ Integrate governance, environmental<br>and social factors into risk management                                                                                   |                                                                                                                         | ■ Integrate governance, environmental<br>and social factors into corporate<br>strategy<br>■ Integrate governance, environmental<br>and social factors into risk management |
| Business Ethics and<br>Integrity               | ■ Promotion of international initiatives                                                                                                                                                                                                                     | ■ Compliance<br>■ Actively combating corruption and<br>bribery<br>■ Respect for human rights<br>■ Privacy and security  |                                                                                                                                                                            |
| Economy                                        |                                                                                                                                                                                                                                                              |                                                                                                                         |                                                                                                                                                                            |
| Development of<br>shareholder value            | ■ Stable dividend payout<br>■ Capital market positioning as a<br>sustainable investment                                                                                                                                                                      | ■ Growth and profitability                                                                                              | ■ Growth and profitability                                                                                                                                                 |
| Added value and<br>innovation                  | ■ Expansion of digitisation to create new<br>business activities<br>■ Development of new business activities<br>along the logistics chain<br>■ Promotion and development of<br>infrastructure and/or production<br>capacities for alternative energy sources | ■ Expansion of digitisation for process<br>optimization<br>■ Enhancement of efficiency                                  | ■ Expansion of digitalisation for process<br>optimisation<br>■ Enhancement of efficiency                                                                                   |

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The results were analysed internally and presented to the Executive Board. They were also used to refine HHLA's sustainability strategy under the Balanced Logistics heading and to define the fields of activity. Corporate and sustainability strategy

### Materiality matrix

Material topics for HHLA in line with the double materiality clause set out in Section 289c (3) HGB

Image /page/106/Figure/7 description: The image is a graph that plots the impact on society versus the business relevance for HHLA. The y-axis is labeled "Impact on society" and ranges from "Material" to "Very material". The x-axis is labeled "Business relevance for HHLA" and ranges from "Material" to "Very material". There are several data points plotted on the graph, each representing a different aspect of HHLA's business. The data points are color-coded to represent different categories: Ecology (green), Society (orange), Economy (blue), and Corporate Governance (dark blue). The data points are connected by lines to show the range of impact and relevance for each aspect. The aspects plotted on the graph include: Expansion of digitalisation for process optimisation, Increasing efficiency, Growth and profitability, Occupational health and safety in accordance with international standards for employees, Operation and expansion of climate friendly logistics chains, Increasing energy efficiency, Integration of governance, environmental and social factors into the corporate strategy, Integration of governance, environmental and social factors into risk management, Efficient use of terminal area, Education and training of employees, and Corporate CO2-neutrality.

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## Sustainability management

To implement the sustainability strategy, the Sustainability department reports to the Executive Board. Persons are appointed to be responsible for the individual topics of the sustainability strategy and are coordinated by the Sustainability department. The strategic significance of sustainability-related topics is also reflected in components of variable remuneration for the Executive Board.

As components of the targets agreed with the Executive Board, the three-year average of the annual specific CO<sup>2</sup> emission development, the three-year average of the annual employment development and the three-year average of the annual development of the expenses for initial training, company training and continuous education in relation to the number of employees are included in Executive Board remuneration. In each case, a target corridor was defined, the achievement of which triggers a corresponding bonus. Remuneration report and remuneration system

## Ecology

Not audited

## Climate change and climate protection

Accounting for around one fifth of all carbon emissions in the European Union (EU), the transport sector is a major emitter of CO2. Transport volumes have risen significantly over recent decades and further growth is forecast. This is often associated with higher carbon emissions, as fossil fuels continue to be the main energy source for transport by truck and ship. Of these emissions, a comparatively low 2.9 % is attributable to seaborne transport, which accounts for over 90 % of the global trade in goods. As a result of their enormous capacity of up to 24,000 standard containers, container mega-ships offer the best carbon footprint per tonne of goods transported. Rail transport is considered the most environmentally advantageous mode of transport on land, as it is highly energy efficient and can be made carbon-neutral.

The real estate sector is the fourth-biggest emitter of greenhouse gases in Germany, after the energy sector, the industrial sector and the transport sector. HHLA's real estate portfolio primarily consists of properties in the Speicherstadt historical warehouse district, a UNESCO World Heritage Site. With regard to the energy-related enhancement of the Speicherstadt historical warehouse district, correspondingly high standards for landmarked buildings must be taken into consideration.

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### Climate-friendly logistic chains

HHLA's business model of linking two environmentally advantageous modes of transport, ships and trains, to create climate-friendly logistics chains is its most important contribution towards sustainability as well as climate and environmental protection. This is, in particular, underlined by the EU Taxonomy Regulation, in force since 2021, which classifies HHLA's primary activities as taxonomy-aligned. HHLA and its rail subsidiary METRANS link the Northern European and Adriatic ports with Central and Eastern Europe via a highly efficient intermodal network. These multimodal transport chains save energy while causing comparatively little noise and fewer accidents. Hamburg's location deep inland is a further advantage, as the river Elbe is an economically and environmentally favourable transport route.

HHLA also integrates other stakeholders into its creation of climate-friendly logistics chains. As the central, neutral and industry-wide coordination point for mega-ship, feeder and inland waterway vessel traffic in the Port of Hamburg, the Hamburg Vessel Coordination Center (HVCC) offers terminals and shipping companies operational coordination services to optimise the emissions of arriving and departing ships.

As part of the Landstrom in Hamburg (LiH) project, the Hamburg Port Authority (HPA) plans and constructs facilities for supplying container ships with shore-side electricity at HHLA's Burchardkai, Tollerort and Altenwerder container terminals. HHLA supports this project by allowing its existing facility components to be used for a fee, coordinating construction workflows and making its space available. When the project is complete, three shore-side electricity connection points will be available at the Container Terminal Burchardkai (CTB), and one at the Container Terminal Tollerort (CTT). The construction of three shore-side connection points at the Container Terminal Altenwerder (CTA) has commenced. Furthermore, an initial ship integration test was successfully completed at CTT. As part of the test in October 2023, the COSCO SHIPPING Taurus was supplied with shore-side electricity for the first time.

With its HHLA Pure product, HHLA offers its customers climate-neutral container transport and handling – certified in accordance with TÜV-Nord standard TN-CC-020 – for all Hamburg container terminals and most routes in the METRANS network. Certified climate neutrality

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### Area optimisation

The use of land for transport, industry and housing has one of the biggest environmental impacts, as land is a valuable, but limited, resource. The efficient use of port and logistics areas through high land usage productivity and increased storage capacity on existing space are therefore measures that HHLA uses to reduce the use of land for transport, industry and building developments. When investing in the demand-oriented expansion of its port terminals, HHLA is guided by its commitment to using scarce port and logistics areas as efficiently as possible. In this regard, HHLA focuses on expanding storage capacity and boosting its quayside handling capacity.

At HHLA's Container Terminal Burchardkai (CTB), for example, storage capacity is being increased by the space-conserving expansion of the yard crane system. In the reporting year, four storage blocks, each with three stacking cranes, were put into operation at CTB and work on three further storage blocks was started. By condensing the container storage areas, the storage capacity of the existing space can be significantly increased in line with demand.

As well as increasing storage capacity by more concentrated storage, thus optimising land usage, the expansion of quayside handling capacity is an important element for the efficient use of space at the terminals. HHLA has significantly increased its quayside efficiency by means of an extensive expansion programme, including the use of state-of-the-art tandem container gantry cranes which can move up to four 20-foot containers simultaneously. Enhancing quay-wall productivity in this way without using additional space enables the company to handle a larger number of containers.

The combination of increased storage capacity with efficient equipment and processes makes an important contribution to enhancing performance and makes it possible to cope with peak workloads in the existing areas.

For its network between the seaports and the Eastern European and South-Eastern European inland terminals, HHLA subsidiary METRANS uses wagons specially designed for maritime logistics. These 80-foot wagons offer the ideal combination of wagon/train length and carrying capacity. As a result, a block train operating a shuttle service can transport as many as 100 standard containers – more than would be possible with comparable wagons. This high carrying capacity per train makes optimum use of the existing infrastructure at the seaport, inland terminals and railway sidings.

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### Emissions

In order to effectively mitigate climate change, HHLA focuses on lowering its absolute CO2e emissions. By steadily increasing its energy efficiency and the proportion of renewables in its energy mix, HHLA aims to decouple handling and transport volumes on the one hand and CO2e emissions on the other.

CO<sup>2</sup> equivalents (CO2e) have been reported since the 2022 financial year, so that in addition to the climate impact of pure CO<sup>2</sup> emissions, the climate impact of other greenhouse gases (such as N2O) is also taken into account in the survey of CO<sup>2</sup> equivalents. These values are almost comparable. It was decided not to adjust the greenhouse gas balance retroactively for the years 2018 to 2021.

HHLA calculates its CO2e emissions on the basis of the Greenhouse Gas Protocol Corporate Standard (Revised Edition), an international standard for recording greenhouse gas emissions. The calculation takes into account tank-to-wheel emissions for the fuels and market-based emission factors. The emission factors for fossil fuels are taken from the Global Logistics Emissions Council (GLEC) Framework 2.0. In order to make it easier to compare data with the published data from previous years, it was decided not to switch to the GLEC Framework 3.0 standard in the reporting year. In accordance with the reporting obligation under the CSRD (Corporate Sustainability Reporting Directive), this switch will be made in the 2024 financial year. The emission factors for electricity, for which no marketbased emission factors are available, were published by the IEA (International Energy Agency).

The greenhouse gases emitted by the HHLA Group mainly relate to CO2. They are primarily influenced by throughput volumes at the port and inland terminals, rail transport volumes and the proportion of electricity from renewable sources. In line with the Greenhouse Gas Protocol, electricity procured separately from renewable sources was classified as locally emission-free in the calculation of specific emissions. For the calculation of absolute emissions, the CO2e emissions, which are lower due to the use of electricity from renewable sources, are shown separately. The power needed by a port terminal depends largely on the number of seaborne containers it handles and the number of containers transported over land by rail and truck. HHLA uses seaborne and onshore throughput in containers as an effective indicator to determine specific CO2e emissions in line with the recommendations of the European Economics Environment Group (EEEG). The recommendations of the EEEG working group are also taken into account in GLEC Framework 2.0.

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decrease of 10.8 %.

The outstanding importance of reduced absolute CO2e emissions is expressed by HHLA's climate protection target: to reduce absolute CO2e emissions by at least 50 % by 2030 and to become fully climate-neutral by 2040 (in relation to Scope 1 and Scope 2). The base year is 2018. In a comparison between the base year and the reporting year, absolute Scope 1 and Scope 2 CO2e emissions decreased by 38.1 % to 105,453 tonnes (2018: 170,346 tonnes). Compared to the previous year (118,241 tonnes), this figure represents a

### Absolute CO2e emissions

Image /page/111/Figure/6 description: The image shows a bar chart comparing values in 2018 and 2023, with the base year being 2018 and the unit being tonnes. The value in 2018 is 170,346, while the value in 2023 is 105,453. There are also three text boxes. The first text box indicates that the status in 2023 is a reduction by 38.1%. The second text box indicates that the target for 2030 is a reduction by 50%. The third text box indicates that the target for 2040 is climate neutrality.

2018: CO<sup>2</sup> emissions, from 2022: CO2e emissions

In the reporting year, the use of electricity from renewable energy sources led to a reduction in CO2e emissions of 107,071 tonnes.

The level of CO2e emissions was influenced in particular by three developments in 2023:

- The continuing electrification at Container Terminal Altenwerder (CTA). ■
- The substantial normalisation of supply chains, which led to reduced utilisation of storage capacities at the container terminals and therefore to lower specific consumption. ■
- The decline in container throughput at the Hamburg container terminals. ■

The share of electricity in the Group's overall energy consumption rose from 58.6 % in the previous year to 63.9 % in the reporting year. This represents a new record high within the HHLA Group and, above all, reflects the Group's electrification measures. The proportion of renewables in HHLA's overall power consumption increased to 58.8 % in the reporting period (previous year: 53.4 %). In the reporting period, the proportion of renewables in overall energy consumption stood at 37.5 %. While 190.4 gigawatt-hours (GWh) of electricity was procured from renewable energy sources in 2022, this volume increased by 8.9 % to 207.4 GWh in the reporting year. Traction-related CO2e emissions due to the use of electric locomotives decreased by 2.4 % to 32,426 tonnes during the reporting year (previous year: 33,239 tonnes).

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Electricity from renewables was used in the following areas in the reporting year:

- for electric rail transport conducted by METRANS companies in Germany and Austria, ■
- for all office buildings and workshops in Hamburg occupied by HHLA, for CTA, for the all-electric yard crane system at CTB, for the rail gantry cranes at the container terminals CTB and CTT and for iSAM AG in Mülheim. ■
- The majority of the electricity generated by the photovoltaic system installed at the HHLA terminal TK Estonia was used by the terminal itself. ■

The absolute CO2e emissions of the four pure container terminals operated by HHLA – namely CTA, CTB, CTT and CTO – fell by 10,456 tonnes to 39,802 tonnes compared with the previous year. Compared with the base year 2008, specific CO2e emissions fell by 50.5 %. Activities organised and carried out at HHLA terminals by third parties that resulted in CO2e emissions are not included in the statistics.

A three-year average showing annual trends in specific CO<sup>2</sup> emissions forms part of the targets agreed with the Executive Board. This is taken

### Direct and indirect CO2e emissions

Image /page/112/Figure/11 description: This image is a bar chart showing direct and indirect CO2 emissions in thousand tonnes, base year 2018. The x-axis shows the years 2018, 2020, 2021, 2022, and 2023. The y-axis shows the CO2 emissions in thousand tonnes. For 2018, direct CO2 emissions are 82 and indirect CO2 emissions are 88. For 2020, direct CO2 emissions are 76 and indirect CO2 emissions are 79. For 2021, direct CO2 emissions are 75 and indirect CO2 emissions are 50. For 2022, direct CO2 emissions are 65 and indirect CO2 emissions are 53. For 2023, direct CO2 emissions are 52 and indirect CO2 emissions are 54.

Until 2021: CO<sup>2</sup> emissions, from 2022: CO<sup>2</sup> e emissions

### Trends in specific CO2e emissions

Specific CO2e emissions compared with 2008 in %

Image /page/112/Figure/15 description: This bar chart shows the values for the years 2008, 2020, 2021, 2022, and 2023. The value for 2008 is 100.0. The value for 2020 is 57.2. The value for 2021 is 55.5. The value for 2022 is 58.4. The value for 2023 is 49.5. The value for 2023 is 50.5% lower than the value for 2008.

Until 2021: CO<sup>2</sup> emissions, from 2022: CO<sup>2</sup> e emissions

into account when determining Executive Board remuneration. Achieving the agreed target range triggers the payment of a corresponding bonus. Remuneration report and remuneration system

#### Certified climate neutrality

CTA in Hamburg is the world's first certified climate-neutral container handling facility. It is largely electrified, using power from renewable energy sources. Terminal processes that still produce CO2e emissions are being gradually electrified or the transition to electricity is being field-tested. During the reporting year, the CO2e emissions of CTA were calculated by TÜV Nord in accordance with DIN ISO 14064-3:2000 and its climate-neutral status certified with the TN-CC-020 standard. This takes into account emissions from stationary combustion (natural gas) and mobile combustion (diesel), from imported electricity (market-based approach), from the upstream supply chains of all energy sources used and from employee commuting. All unavoidable CO2e emissions resulting from container throughput (including

{113}------------------------------------------------

the calculated Scope 3 emissions), amounting to 7,409 tonnes (previous year: 11,836 tonnes), were offset via Gold Standard compensation projects.

CO2e emissions for transporting a standard container to and from Hamburg, Bremerhaven, Wilhelmshaven, Duisburg, Rotterdam, Gdansk, Trieste, Rijeka and Koper within the METRANS network, as verified by the independent certification body TÜV Nord, form the basis for the climate-neutral product HHLA Pure. HHLA Pure stands for climate-neutral container transport and handling in accordance with TÜV Nord standard TN-CC-020. It takes into account emissions from stationary and mobile combustion, like natural gas or diesel, as well as from imported electricity. In accordance with this standard, emissions were reduced as much as possible. All CO2e emissions classified as unavoidable in the reporting year (totalling 51,344 tonnes; previous year: 49,457 tonnes) were offset via Gold Standard climate protection compensation projects. During the reporting year, a total of 940,466 standard containers (TEU) were transported on a climate-neutral basis with HHLA Pure (previous year: 917,152 TEU).

### Measures to reduce CO2e emissions

The existing programme to boost energy efficiency and lower CO2e emissions within individual HHLA companies was continued during the reporting year with a variety of measures. These include fitting and retrofitting equipment with more energy-efficient technologies such as adding another eleven units to the fleet of battery-operated automated guided vehicles (AGVs), the commissioning of eight further hybrid straddle carriers (hybrid van carriers) at CTT and the expansion of the electrified warehouse crane system at CTB.

Audit with limited assurance

### Energy

|                                                  | 2023  | 2022  | 2021  | 2020  | 2019  |
|--------------------------------------------------|-------|-------|-------|-------|-------|
| Diesel, petrol and heating oil in million litres | 18.3  | 23.2  | 24.1  | 24.1  | 28.0  |
| Natural gas in million m3                        | 1.5   | 1.9   | 7.5   | 9.1   | 8.0   |
| Electricity (without traction) in million kWh    | 141.5 | 149.4 | 133.7 | 117.0 | 123.2 |
| thereof electricity from renewable energies      | 80.7  | 82.4  | 97.4  | 86.2  | 78.7  |
| Traction current in million kWh                  | 211.4 | 206.7 | 208.7 | 191.9 | 185.0 |
| thereof electricity from renewable energies      | 126.7 | 117.4 | 115.7 | 6.6   | –     |
| District heating in million kWh                  | 3.3   | 3.9   | 4.0   | 3.1   | 3.6   |
| thereof district heating from renewable energies | 2.4   | 2.8   | 2.5   | 2.2   | 2.6   |

District heating supply in million kWh 0 0 25.5 32.8 33.3

### Direct and indirect energy consumption and supply

Consumption of natural gas, traction current and district heating in 2023 is based on preliminary and estimated figures.

HHLA's climate protection goal can be achieved by increasing the proportion of renewables in the Group's energy mix. For substantial CO2e reductions, HHLA aims to electrify 

{114}------------------------------------------------

more of its equipment and machinery at the terminals, thus substituting fossil fuels with renewables. Such handling equipment and machinery produces fewer emissions and less noise and is also easier to service.

These advanced technologies not only lower emissions locally but also offer economic benefits, which are becoming increasingly important as energy prices rise. To this end, several projects in this area were successfully implemented during the reporting period:

- The number of all-electric cars in operational use grew to 131 (previous year: 117) in the reporting period. ■
- Eleven locally emission-free, battery-operated automated guided vehicles (AGVs) were put into operation at Container Terminal Altenwerder (CTA) in 2023 as we continued the expansion of our fleet of particularly energy-efficient and low-pollution heavy equipment. ■
- In 2023, work at Container Terminal Burchardkai (CTB) on four electrified storage blocks, each with three stacking cranes, was completed and the storage blocks put into operation. Work also got under way on three further storage blocks. ■
- Container Terminal Tollerort (CTT) put eight exceptionally energy-efficient hybrid straddle carriers (hybrid van carriers) into operation. ■
- At HHLA TK Estonia, the photovoltaic system generated more than 234 MWh of electricity in its first full year of operation. ■

The effectiveness of the existing energy management system, certified according to DIN ISO 50001:2018 and covering all HHLA companies with measurable energy consumption in Germany, was reaffirmed by a review audit during the reporting period.

HHLA is also continually searching for new options to help the company reach its goal of becoming climate-neutral by 2040. As a fuel source, hydrogen can play a key role in decarbonisation efforts, especially in port handling operations and in heavy goods logistics. For this reason, HHLA established the Clean Port & Logistics innovation cluster, a platform on which technologies powered primarily by hydrogen fuel cells are tested on port handling operations and heavy goods transportation and brought to market. More than 45 other companies from Europe, Asia as well as North and South America are involved in the cluster. The cluster commenced its work in 2022. Concepts for the changeover are in development and the necessary infrastructure is being established. Initial tests are planned for the first half of 2024.

HHLA also plays an active role in the H2Global Foundation and is one of 240 partners from science and industry involved in the TransHyDE project. In this context, it is working actively on the import and distribution of hydrogen and its derivatives. In 2023, a feasibility study was successfully completed that analysed the potential for HHLA in the area of hydrogen imports and evaluated its technical feasibility. At the same time, new and innovative transport technologies were examined and assessed. These initiatives, especially those focusing on the transport of hydrogen in containers, will be continued in 2024. Emissions

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Not audited

## Water consumption

The use of fresh water by the HHLA Group is mainly restricted to the cleaning of large-scale equipment and containers, as well as for employee hygiene and canteen operations. HHLA's Group-wide operations consumed 95,613 m<sup>3</sup> of water in 2023 (previous year: 106,693 m<sup>3</sup>). HHLA’s facilities draw water from the respective local public supply network.

#### Water consumption

Image /page/115/Figure/8 description: The image is a bar chart showing data from 2019 to 2023 in dam3. In 2019, the value is 99. In 2020, the value is 93. In 2021, the value is 96. In 2022, the value is 107. In 2023, the value is 96.

HHLA locations: 2022, 2023: Group-wide;

2021: Group-wide excluding Georgia;

2020: Group-wide excluding Italy, Slovenia and Hungary

2019: Germany, Estonia, Poland, Slovakia, Czech Republic, Hungary

Not audited

## Use of resources and circular economy

### Waste

HHLA's efforts to conserve resources are demonstrated by its waste management system and the use of recycled building materials for the maintenance of its terminal areas. With regard to waste management, HHLA reduces refuse and separates rubbish for recycling wherever possible so that reusable waste can be fed back into the resource cycle. Due to the fluctuation in throughput volumes at the various HHLA terminals, the quantities of each waste type can vary widely from one year to the next.

The total amount of waste produced at the German sites decreased by 1.1 % to 8,543 tonnes in the reporting period (previous year: 8,635 tonnes). HHLA distinguishes between non-hazardous and hazardous waste. The decrease in 2023 was mainly due to a lower volume of hazardous waste.

#### Non-hazardous waste

Fruit waste, which accounts for the largest percentage of waste at 44.8 %, increased by 13.6 % to 3,827 tonnes in the 2023 financial year (previous year: 3,369 tonnes). This type of waste includes fruit – such as bananas or pineapple – no longer suitable for consumption or processing. HHLA has no influence on the amount of such waste, as it relates to imports that are already unfit for sale when they arrive in Hamburg and have to be disposed of. Most of this waste, 2,561 tonnes (previous year: 2,804 tonnes), was used by an external biogas

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plant in order to generate electricity. In the reporting period, 491,269 kWh of electricity were produced without CO<sup>2</sup> in this way.

Mixed metals were the second-largest type of waste by volume in 2023. Their volume rose by 13.2 % to 831 tonnes (previous year: 734 tonnes). This includes items such as steel cables from container gantry cranes or yard cranes that are no longer fit for use. This type of waste is fully recycled. The third-largest waste type by volume was sludge from oil/water separators, which is classified as hazardous waste.

As the fourth-largest type of waste, packaging made from paper, cardboard and mixed paper decreased in the reporting year by 14.8 % to 449 tonnes (previous year: 527 tonnes). Commercial waste for pretreatment and mixed packaging was the fifth-largest type of waste. In 2023, the volumes fell by 16.8 % to 416 tonnes (previous year: 500 tonnes). The sixth-largest type of waste overall was sludge from the in-house waste water treatment system, whose volume rose by 14.4 % to 299 tonnes in the reporting year.

#### Waste volume

Image /page/116/Figure/8 description: The image is a line graph showing the amount of non-hazardous and hazardous waste in thousand tonnes from 2019 to 2023. The y-axis ranges from 0 to 8 in increments of 2. The x-axis shows the years 2019, 2020, 2021, 2022, and 2023. The non-hazardous waste line starts at approximately 6.5 in 2019, increases to approximately 7.5 in 2020, decreases to approximately 7 in 2021, decreases to approximately 6.2 in 2022, and increases to approximately 7 in 2023. The hazardous waste line starts at approximately 1.2 in 2019, increases to approximately 2 in 2020, decreases to approximately 1.6 in 2021, increases to approximately 1.9 in 2022, and decreases to approximately 1 in 2023.

#### Hazardous waste

The largest waste type by volume classified as hazardous was sludge from oil/water separators. This figure decreased by 19.1 % to 450 tonnes (previous year: 557 tonnes). This type of waste primarily results from the cleaning of straddle carriers (van carriers) and other large equipment with pressure washers and is the third-largest waste category overall. The other emulsions waste category resulting, for example, from removing oil spills, decreased by 24.2 % to 278 tonnes (previous year: 367 tonnes). This type of waste represents the seventh-largest waste category overall.

### Recycling

After energy – and excluding investments in equipment and machinery – construction materials are the largest direct material input at HHLA. Recycled building materials are also used to maintain existing terminal areas and to improve other existing areas. This minimises the consumption of resources and simultaneously reduces greenhouse gas emissions.

The volume of recycled building materials used rose year-on-year by 31.2 % to 49,259 tonnes (previous year: 37,547 tonnes). This increase is attributable to the preparation of the AGV areas and the expansion of the storage blocks at CTB. This work involved the use of 23,720 tonnes of slag from waste incineration (previous year: 2,816 tonnes). This equates to 48.2 % of all recycled building materials used.

At 26.3 %, or 12,949 tonnes, the use of asphalt recycling accounted for the second-largest proportion of recycled building materials used. This was used, among other things, for the preparation of the AGV areas and the expansion of the storage blocks at CTB. With a share

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of 18.7 % and a material input of 9,230 tonnes, slag bonded with cement was used for the expansion of the storage crane blocks. Moreover, a total of 3,360 tonnes of electric furnace slag were used for renovation of the quay road at CTB.

The use of retreaded tyres for container handling equipment and container chassis, or the on-site cleaning and reuse of used oils, also improves the utilisation of resources. These methods are utilised in various areas.

Audit with limited assurance

## EU taxonomy

## Framework and application of the EU taxonomy

### Aims of the EU taxonomy

As a community of states, the European Union (EU) has set itself the aim of becoming climate neutral by 2050. Within the scope of the EU Action Plan on Sustainable Finance, the channelling of capital flows into sustainable investments is a key objective. In order to support this goal, the EU Taxonomy Regulation came into force in mid 2020. It is a uniform and legally binding classification system that defines which economic activities in the EU can be deemed "environmentally sustainable". Company-specific information on the results of this classification must be reported annually. In June 2021, the Climate Delegated Act was adopted, which defines economic activities and technical screening criteria for the first two of the six environmental objectives. This was followed in June 2023 by the Environmental Delegated Act, which regulates these specifications for the subsequent classifications of environmental objectives three to six. The following six environmental objectives are listed in Section 9 of the Taxonomy Regulation:

- Climate change mitigation ■
- Climate change adaptation ■
- Sustainable use and protection of water and marine resources ■
- Transition to a circular economy ■
- Pollution prevention and control ■
- Protection and restoration of biodiversity and ecosystems ■

The requirements for sustainable economic activities within the meaning of the environmental objectives are set out in the delegated acts via the description of the economic activity; this lists those economic activities which can generally be considered sustainable.

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### Definition of sustainable economic activities

With regard to the classification of an economic activity as "environmentally sustainable" under the EU taxonomy, it is necessary to distinguish between taxonomy eligibility and taxonomy alignment. The first step is to check whether an economic activity is described in the Climate Delegated Act or in the Environmental Delegated Act and thus taxonomyeligible. Only economic activities which are taxonomy-eligible can then be identified as taxonomy-aligned and therefore sustainable. This requires that these economic activities fulfil three conditions: They must make a material contribution to one of the six environmental objectives and must not significantly harm any of the environmental objectives to which no significant contribution is made, i.e. have a negative impact on them. Furthermore, these activities must fulfil the specified minimum safeguards, such as compliance with human rights.

### Application of the EU taxonomy

In accordance with Section 315b (1) HGB and Article 8 (1) of the Taxonomy Regulation, HHLA is obliged to apply the provisions of the Taxonomy Regulation. In accordance with the Taxonomy Regulation, the shares of taxonomy-eligible economic activities in revenue, investments and operating expenses were already reported in the 2021 reporting year. Since the 2022 reporting year, the shares of taxonomy-aligned economic activities must be disclosed. In 2021 and 2022, the shares related to environmental targets 1 and 2. For the reporting year, the changes resulting from the legal acts amending the Climate Delegated Act (targets 1 and 2) and the economic activities of the Environmental Delegated Act for targets 3 to 6 must also be taken into account. All fully consolidated HHLA Group companies are included in this analysis.

Audit with limited assurance

## Analysis of economic activities of HHLA

### Taxonomy-eligible economic activities

The definitions of taxonomy-eligible economic activities ("eligibility") for the environmental objectives "climate change mitigation" and "climate change adaptation" can be found in Annexes 1 and 2 to the Climate Delegated Act. The definitions of economic activities for the environmental objectives "Sustainable use and protection of water and marine resources", "Transition to a circular economy", "Pollution prevention and control" and "Protection and restoration of biodiversity and ecosystems" can be found in Delegated Regulation (EU) 2023/2486, the Environmental Delegated Act.

After reviewing the definitions of economic activities in accordance with the Delegated Regulations, HHLA's taxonomy-eligible economic activities are to be assigned solely to the environmental objective "climate change mitigation":

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#### Taxonomy-eligible economic activities

| Environmental<br>objective   | Classification according to Climate Delegated Act                 | Activities of the HHLA Group                                                               |
|------------------------------|-------------------------------------------------------------------|--------------------------------------------------------------------------------------------|
| Climate change<br>mitigation | 4.1 Electricity generation using solar photovoltaic<br>technology | Installation and operation of a photovoltaic system                                        |
| Climate change<br>mitigation | 6.2 Freight rail transport                                        | Rail-bound container transport with trains                                                 |
| Climate change<br>mitigation | 6.6 Freight transport services by road                            | Road-bound container transport with trucks                                                 |
| Climate change<br>mitigation | 6.14 Infrastructure for rail transport                            | Operation of inland terminals for the transhipment of<br>goods between modes of transport  |
| Climate change<br>mitigation | 6.16 Infrastructure enabling low-carbon water transport           | Operation of seaport terminals for the transhipment of<br>goods between modes of transport |
| Climate change<br>mitigation | 7.7 Acquisition and ownership of buildings                        | Ownership and rental of real estate                                                        |

The taxonomy-eligible activities of container transport by rail and road, including the inland terminals, are carried out by HHLA's intermodal companies.

The Group's economic activities in container handling and the operation of HHLA seaport terminals were classed as taxonomy-eligible, as these activities facilitate low-carbon maritime transport.

In the Real Estate segment, the ownership and acquisition of property was classed as taxonomy-eligible. Real estate owned and let by HHLA primarily covers the Speicherstadt historical warehouse district in Hamburg – a landmarked UNESCO World Heritage Site – and Hamburg's fish market district.

Activities in the fields of consulting, automation, container repair and project logistics were mainly classed as taxonomy-non-eligible.

HHLA is not involved in economic activities as defined in 4.26-4.31 of the complementary delegated act EU 2022/1214 (gas and nuclear legal act). The corresponding templates from the aforementioned delegated act do not apply for these economic activities.

### Review of taxonomy alignment of economic activities

Taxonomy alignment was reviewed in a three-stage process:

- 1. Review of a material contribution to the environmental objective "climate change mitigation",
- 2. Review of the avoidance of significant adverse effects (DNSH do no significant harm) of the other environmental objectives and
- 3. Review of compliance with the minimum safeguards.

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#### Material contribution to the environmental objective "climate change mitigation"

The definitions of the corresponding technical screening criteria for the environmental objective "climate change mitigation" can be found in the annexes to the Climate Delegated Act. These served as the basis for the assessment.

Each of HHLA's economic activities identified as taxonomy-eligible was reviewed to determine whether it complies with the technical screening criteria for a material contribution to climate change mitigation. Economic activity "6.2 Freight rail transport" makes a significant contribution, as the trains and freight wagons used by HHLA largely cause no direct CO<sup>2</sup> exhaust emissions. The economic activities "6.14 Infrastructure for rail transport" and "6.16 Infrastructure enabling low-carbon water transport" enable the transfer of goods between modes of transport and thus make a significant contribution to climate change mitigation. See Reporting forms for EU taxonomy for the results.

#### Avoidance of significant adverse effects on environmental objectives

The definitions of the corresponding DNSH criteria for the environmental objective "climate change mitigation" can also be found in the annexes and appendices to the Climate Delegated Act.

The DNSH criteria were reviewed at the level of economic activities. HHLA's Intermodal segment, with its extensive terminal network in Central and Eastern Europe, led to comprehensive examinations of the technical screening criteria at site level, and the same applies to the seaport terminals. Compliance with the DNSH criteria is ensured through adherence to European and national laws, as well as voluntary environmental management certifications, for example. The robust climate risk and vulnerability assessment was conducted on the basis of the latest available climate data (using the RCP scenarios 2.6, 4.5 and 8.5) and on the smallest suitable scale. For the results, see Reporting forms for EU taxonomy. For the results of the robust climate risk and vulnerability assessment, see Management of risks and opportunities.

#### Compliance with minimum safeguards

The minimum safeguards are provided in Article 18 of the Taxonomy Regulation and relate to compliance with the OECD's Guidelines for Multinational Companies and the United Nation's Guiding Principles on Business and Human Rights, including the basic principles and rights under the eight fundamental conventions specified in the International Labour Organization's Declaration on Fundamental Principles and Rights at Work. The criteria also relate to the International Bill of Human Rights.

HHLA's taxonomy-eligible activities are limited to Europe. More than 95 % of HHLA's suppliers are based in the European Union, where human rights and workplace safety and the other areas listed in the minimum safeguards are enshrined in both local and European laws. Key aspects of the international standards in the aforementioned guidelines and norms are, for example, embedded within the Charter of Fundamental Rights of the European Union, in particular the prohibition of slavery and forced labour and the principle of non

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discrimination. Furthermore, EU law often has stricter requirements in relation to health, safety and social sustainability.

As a responsible company, HHLA conducts its actions on the basis of lawfulness and integrity as a basic principle. HHLA not only complies with the applicable laws, but in particular also respects the principles and standards that go beyond the legal requirements. Democratic principles and international standards

To this end, internal Group documents and measures lay down binding guidelines for activities and thus support respect for and compliance with the key criteria areas arising from Article 18 of the Taxonomy Regulation:

- Human rights, including workers' rights Respect for human rights ■
- Bribery/corruption Combating bribery and corruption ■
- Taxation Taxes ■
- Fair competition ■

Compliance with minimum safeguards has been assessed at Group level in order to ensure compliance with these requirements at the level of economic activities. This is because the corresponding management systems are embedded at Group level and therefore apply to all business activities. Information about corporate governance practices

Following a review of all the aforementioned minimum safeguards, no discrepancies were identified. The implemented management and prevention systems ensure compliance with Article 18. Compliance with the minimum safeguards within the meaning of the Taxonomy Regulation has therefore been confirmed.

### Taxonomy-aligned economic activities

The economic activities of HHLA that were identified as taxonomy-aligned focus on:

| Environmental<br>objective   | Classification according to Climate Delegated Act                 | Activities of the HHLA Group                                                               |
|------------------------------|-------------------------------------------------------------------|--------------------------------------------------------------------------------------------|
| climate change<br>mitigation | 4.1 Electricity generation using solar photovoltaic<br>technology | Installation and operation of a photovoltaic system                                        |
| Climate change<br>mitigation | 6.2 Freight rail transport                                        | Electrified rail-bound container transport with trains                                     |
| Climate change<br>mitigation | 6.14 Infrastructure for rail transport                            | Operation of inland terminals for the transhipment of<br>goods between modes of transport  |
| Climate change<br>mitigation | 6.16 Infrastructure enabling low-carbon water transport           | Operation of seaport terminals for the transhipment of<br>goods between modes of transport |

#### Taxonomy-aligned economic activities

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The activity "6.2 Freight rail transport", which is carried out using electric locomotives and is not used to transport fossil fuels, was classified as taxonomy-aligned. In addition, the activity "4.1 Electricity generation using solar photovoltaic technology" at the HHLA TK Terminal in Muuga, Estonia, the activity "6.14 Infrastructure for rail transport" (inland terminals) and the handling of goods at seaport terminals as part of the activity "6.16 Infrastructure enabling low carbon water transport" were classified as taxonomy-aligned. These four activities meet the technical screening criteria.

### Taxonomy-eligible but not taxonomy-aligned economic activities

#### Taxonomy-eligible but not taxonomy-aligned economic activities

| Environmental<br>objective   | Classification according to Climate Delegated Act | Activities of the HHLA Group                              |
|------------------------------|---------------------------------------------------|-----------------------------------------------------------|
| Climate change<br>mitigation | 6.2 Freight rail transport                        | Diesel-powered rail-bound container transport with trains |
| Climate change<br>mitigation | 6.6 Freight transport services by road            | Road-bound container transport with trucks                |
| Climate change<br>mitigation | 7.7 Acquisition and ownership of buildings        | Ownership and rental of real estate                       |

Low shares of activity "6.2 Freight rail transport" were assessed as taxonomy-eligible but not taxonomy-aligned. This refers to freight transport such as shunting runs that are operated on non-electrified railway lines using diesel-powered locomotives.

Activity "6.6 Freight transport services by road" was also assessed as taxonomy-eligible but not taxonomy-aligned.

The technical screening criteria of the Climate Delegated Act do not allow HHLA to classify container transport conducted by trucks on roads as taxonomy-aligned. The main reason is the outstanding market ramp-up for low-emission or emission-free semi-trailer trucks.

Activity "7.7 Acquisition and ownership of buildings" was also assessed as taxonomyeligible but not taxonomy-aligned.

The technical screening criteria of the Climate Delegated Act do not allow HHLA to classify the Real Estate segment as taxonomy-aligned. The real estate portfolio chiefly comprises the historic landmarked buildings of Hamburg's Speicherstadt historical warehouse district, a UNESCO World Heritage Site, meaning that landmarked building regulations always have to be taken into account when carrying out measures to improve energy efficiency. HHLA is working on projects to increase energy efficiency using engineering innovations that comply with landmark protection requirements. For the results, see Reporting forms for EU taxonomy.

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## Collection of key figures

Pursuant to Section 315e (1) HGB, the consolidated financial statements of HHLA are prepared in accordance with IFRS as at the closing date. The amounts used to calculate the relevant key performance indicators (KPIs) for revenue (revenue KPI), capital expenditure (CapEx KPI) and operating expenses (OpEx KPI) are based on the figures reported in the consolidated financial statements so that duplicate counting across economic activities can be avoided. In terms of collecting and calculating the KPIs using data located in other HHLA IT systems, the quality of the data was ensured by means of control mechanisms (doublechecking principle) and plausibility checks.

Based on the complete analysis of economic activities to determine taxonomy eligibility and alignment, the proportion of taxonomy-eligible and taxonomy-aligned revenue, capital expenditure (CapEx) and operating expenses (OpEx) of HHLA in the respective totals for the 2023 financial year is stated.

### Revenue KPI

#### Definition

Revenue includes the income disclosed in accordance with IAS 1.82a.

The revenue KPI is determined as a ratio of the numerator and denominator as defined below:

- The numerator of the revenue KPI is defined as Group revenue generated by products and services in connection with taxonomy-eligible and taxonomy-aligned commercial activities. ■
- The denominator of the revenue KPI is based on the HHLA Group's reported revenue in the income statement. ■

The revenue reported in HHLA's consolidated income statement was analysed across all Group companies to determine whether it was generated from taxonomy-eligible or taxonomyaligned economic activities for one of the six environmental objectives of the Climate Delegated Act. Analysis of economic activities

Following a detailed analysis of the items included in revenue, the respective revenue amounts are allocated to the taxonomy-eligible or taxonomy-aligned economic activities.

#### Revenue KPI

Image /page/123/Figure/17 description: The image shows a diagram with two boxes connected by a division symbol. The top box contains the text "Group revenue taxonomy-eligible or taxonomy-aligned". The bottom box contains the text "Total Group revenue".

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#### Revenue KPIs

The revenue KPIs calculated for the 2023 financial year are as follows:

#### Revenue key figures

| in € million                   | 2023    | in %  | 2022    | in %  |
|--------------------------------|---------|-------|---------|-------|
| Revenues                       | 1,446.8 | 100.0 | 1,578.4 | 100.0 |
| of which taxonomy-eligible     | 1,386.1 | 95.8  | 1,509.4 | 95.6  |
| of which taxonomy-aligned      | 1,147.1 | 79.3  | 1,273.6 | 80.7  |
| of which non-taxonomy-eligible | 60.6    | 4.2   | 68.9    | 4.4   |

HHLA generates most of its revenue from its seaport terminals and intermodal container transport in Central and Eastern Europe. Overall, 95.8 % of revenue was generated from taxonomy-eligible economic activities. This percentage was approximately the same as in the previous year.

The main components of taxonomy-eligible revenue were economic activities "6.16 Infrastructure enabling low carbon water transport" at 50.3 % and "6.2 Freight rail transport" at 24.6 %. Other components are detailed in the reporting forms for the EU taxonomy. Reporting forms for the EU taxonomy

The percentage of taxonomy-aligned activities of HHLA was 79.3 % in the reporting year. The main contributing activities were "6.16 Infrastructure enabling low carbon water transport" with 50.3 %, "6.2 Freight rail transport" with 23.8 % and "6.14 Infrastructure for rail transport" with 5.2 %. The majority of revenue resulted from customer contracts in the area of container handling and transport.

Only 16.5 % of HHLA's revenue in the 2023 financial year was taxonomy-eligible but not taxonomy-aligned.

### Capital expenditure (CapEx)

#### Definition

The basis for measuring capital expenditure (CapEx) is additions to property, plant and equipment and intangible assets during the financial year in question before depreciation and amortisation, and any remeasurements for the financial year in question and fair value changes. This also includes additions to property, plant and equipment and intangible assets resulting from business combinations (application of IFRS [IAS 16, 38, 40, 41, IFRS 16]). Acquired goodwill is not taken into account. Investments in non-current assets that are classified as held for sale or for distribution are only accounted for until the first time the relevant classification is made.

The CapEx KPI is determined as a ratio of the numerator and denominator as defined below:

The numerator of the CapEx KPI is the total capital expenditure that is taxonomy-eligible or taxonomy-aligned. ■

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The denominator of the CapEx KPI comprises all capital expenditure. It results from total capital expenditure disclosed in the investment analysis of the financial and asset position section, and the intangible assets (no. 22) and additions to property, plant and equipment which result from business combinations (no. 23) disclosed in the notes to the consolidated financial statements. ■

The CapEx KPI provides the share of capital expenditure associated with a taxonomy-eligible or taxonomy-aligned economic activity. Additions are made either in fully taxonomy-eligible or taxonomy-aligned individual companies or are directly attributable to taxonomy-eligible or taxonomy-aligned economic activities following an analysis of taxonomy eligibility or alignment and a comparison with the technical screening criteria. Analysis of economic activities

### CapEx KPI

| Capital expenditure<br>taxonomy-eligible or taxonomy-aligned        |  |
|---------------------------------------------------------------------|--|
| ÷                                                                   |  |
| Total capital expenditure<br>(according to the Taxonomy Regulation) |  |

#### Reconciliation of investments to the CapEx ratio

| in € million                                                  | 2023  |
|---------------------------------------------------------------|-------|
| Reported investments (incl. rights of use)                    | 314.0 |
| Addition of property, plant and equipment through acquisition | 36.1  |
| CapEx key figure                                              | 350.1 |

#### CapEx KPIs

The KPIs calculated for the proportion of taxonomy-eligible or taxonomy-aligned capital expenditure are as follows:

### CapEx key figures

| in € million                   | 2023  | in %  | 2022  | in %  |
|--------------------------------|-------|-------|-------|-------|
| CapEx                          | 350.1 | 100.0 | 220.5 | 100.0 |
| of which taxonomy-eligible     | 327.6 | 93.6  | 203.4 | 92.2  |
| of which taxonomy-aligned      | 303.8 | 86.8  | 179.8 | 81.6  |
| of which non-taxonomy-eligible | 22.5  | 6.4   | 17.1  | 7.4   |

In the 2023 financial year, 93.6 % of capital expenditure corresponded to the application area of the EU taxonomy and could thus be assigned as taxonomy-eligible. Most of the taxonomy-eligible investments were also taxonomy-aligned investments (86.8 %). This represents an increase in taxonomy-aligned investments of 5.2 percentage points compared to the previous year. In the breakdown of acquisition types, 77.6 % was accounted for by capital expenditure and 9.2 % by additions to property, plant and equipment through business combinations. The taxonomy-aligned investments were attributable to the economic activities "6.16 Infrastructure enabling low carbon water transport" with 58.1 %, "6.2 Freight rail transport" with 20.1 %, "6.14 Infrastructure for rail transport" with 8.6 % and "4.1 Elec

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tricity generation using solar photovoltaic technology" with 0.04 %. The absolute change compared to the previous year is partly due to the preparations for the introduction of battery-powered Automated Guided Vehicles (AGVs) at CTB. Reporting forms for EU the taxonomy

Furthermore, the Delegated Regulation on reporting requirements stipulates that capital expenditure can also be classified as taxonomy-aligned if

- it is part of a plan to expand taxonomy-aligned economic activities or convert taxonomy-eligible into taxonomy-aligned economic activities (CapEx plan) or ■
- it relates to the acquisition of production from taxonomy-aligned economic activities and to individual measures aimed at conducting the target activities on a low-carbon basis or reducing greenhouse gas emissions. ■

Capital expenditure in both of the aforementioned categories is of minor importance (<2 % of total capital expenditure) and is therefore not material.

### Operating expenses (OpEx)

#### Definition

The basis for measuring operating expenses are direct, non-capitalised costs for research and development, building renovation measures, short-term leases, maintenance and repairs, and any other direct expenditure for the day-to-day servicing of property, plant and equipment by the company or by third parties that are necessary to guarantee the continued and effective operation of these facilities.

The OpEx KPI is determined as a ratio of the numerator and denominator as defined below:

- The numerator of the OpEx KPI comprises the operating expenses that are taxonomy-eligible or taxonomy-aligned. ■
- The denominator comprises the total direct, non-capitalised costs for research and development, building renovations, short-term leases, maintenance and repairs, and all other direct expenditure for the ongoing maintenance of property, plant and equipment. ■

The OpEx KPI reveals the proportion of operating expenses as defined by the EU taxonomy that are associated with taxonomy-eligible or taxonomyaligned economic activities. The numerator is the result of an analysis of the assets associated with the expenditure recorded in the above accounts with regard to their taxonomy eligibility or taxonomy alignment on the basis of a comparison with the technical screening criteria. Analysis of economic activities

### OpEx KPI

Image /page/126/Figure/17 description: The image shows a mathematical expression. The numerator is "Operational expenditure taxonomy-eligible or taxonomy-aligned". The denominator is "Direct non-capitalised costs (R&D, building renovations, leasing, maintenance and repairs)". The division symbol is between the numerator and denominator.

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In order to determine the denominator, the accounts reflecting direct, non-capitalised costs for research and development, building renovations, short-term leases and maintenance and repair costs were considered and reviewed.

### OpEx KPIs

The KPIs calculated for operating expenditure are as follows:

#### OpEx key figures

| in € million                   | 2023  | in %  | 2022  | in %  |
|--------------------------------|-------|-------|-------|-------|
| OpEx                           | 183.8 | 100.0 | 174.4 | 100.0 |
| of which taxonomy-eligible     | 169.4 | 92.2  | 160.6 | 92.2  |
| of which taxonomy-aligned      | 150.6 | 81.9  | 143.3 | 82.2  |
| of which non-taxonomy-eligible | 14.4  | 7.8   | 13.7  | 7.8   |

In the 2023 financial year, operating expenses according to the definition of the EU taxonomy amounted to € 183.8 million. This mainly comprises workshop services for the container terminals and includes short-term leasing expenses, non-capitalised research and development expenses as well as personnel expenses incurred in the context of maintenance services. In total, 92.2 % of OpEx expenses were classified as taxonomy-eligible. This almost corresponds to the prior-year level and is at a similarly high level as the CapEx KPI. Most taxonomy-eligible operating expenses were also taxonomy-aligned. The biggest taxonomy-aligned operating expenditure related to economic activity "6.16 Infrastructure enabling low carbon water transport" at 69.6 %. Reporting forms for the EU taxonomy

Furthermore, the Delegated Regulation on reporting requirements provides for the classification of operating expenditure as taxonomy-aligned if

- it is part of the CapEx plan to expand taxonomy-aligned economic activities or it enables the conversion of taxonomy-eligible into taxonomy-aligned economic activities within a predefined period, or ■
- it relates to the acquisition of production from taxonomy-aligned economic activities, to individual measures aimed at conducting the target activities on a low-carbon basis or reducing greenhouse gas emissions or to individual building renovations. ■

The operating expenses in the two aforementioned categories are of minor significance.

Audit with limited assurance

## Result of the valuation

The very high percentages of the taxonomy-aligned revenue, CapEx and OpEx KPIs show that the business model is focused on sustainable activities as defined by the EU taxonomy.

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### Disclosure: Proportion of revenue from products or services associated with Taxonomy-aligned economic activities

| Disclosure covering financial year 2023                                                                                    |          | 2023 Substantial contribution criteria |                                           |                                                   |                                                   |                            |                                |                                       |                                    |                                          | DNSH criteria<br>("Do No Significant Harm") |                   | Proportion<br>of Tax-<br>onomy-<br>aligned<br>(A.1) or<br>eligible<br>(A.2)<br>revenue,<br>Year N-1<br>(18) | Category<br>enabling<br>activity<br>(19) | Category<br>transitional<br>activity<br>(20) | Disclosure covering financial year 2023 |      |   | Substantial contribution criteria |                                                                                                                |          |                 |                                     |                                  |                                  |               | DNSH criteria<br>("Do No Significant Harm") | Proportion<br>of Tax- onomy-<br>aligned<br>(A.1) or<br>eligible<br>(A.2)<br>CapEx,<br>Year N-1<br>(18) |                   |                                   | Disclosure covering financial year 2023 |            |                | Substantial contribution criteria |                   |                            |      |                                          |                                              |                                                                                                                        | DNSH criteria<br>("Do No Significant Harm") |                                    |                             |                                                 |                                                 |                          |                              | Proportion<br>of Taxonomy-<br>aligned<br>(A.1) or<br>eligible<br>(A.2)<br>OpEx,<br>Year N-1<br>(18) | Category<br>enabling<br>activity<br>(19) | Category<br>transitional<br>activity<br>(20) |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
|----------------------------------------------------------------------------------------------------------------------------|----------|----------------------------------------|-------------------------------------------|---------------------------------------------------|---------------------------------------------------|----------------------------|--------------------------------|---------------------------------------|------------------------------------|------------------------------------------|---------------------------------------------|-------------------|-------------------------------------------------------------------------------------------------------------|------------------------------------------|----------------------------------------------|-----------------------------------------|------|---|-----------------------------------|----------------------------------------------------------------------------------------------------------------|----------|-----------------|-------------------------------------|----------------------------------|----------------------------------|---------------|---------------------------------------------|--------------------------------------------------------------------------------------------------------|-------------------|-----------------------------------|-----------------------------------------|------------|----------------|-----------------------------------|-------------------|----------------------------|------|------------------------------------------|----------------------------------------------|------------------------------------------------------------------------------------------------------------------------|---------------------------------------------|------------------------------------|-----------------------------|-------------------------------------------------|-------------------------------------------------|--------------------------|------------------------------|-----------------------------------------------------------------------------------------------------|------------------------------------------|----------------------------------------------|------------------------------------------|-------------------|-----------------------|------------------------------|--------------------------|-----------------------------------|------|---|---|--|
| Economic activities (1)                                                                                                    | Code (2) | Revenue (3)<br>thou-<br>sand €         | Proportion of<br>revenue<br>2023 (4)<br>% | Climate change<br>mitigation (5)<br>Y; N;<br>N/EL | Climate change<br>adaptation (6)<br>Y; N;<br>N/EL | Water (7)<br>Y; N;<br>N/EL | Pollution (8)<br>Y; N;<br>N/EL | Circular economy (9)<br>Y; N;<br>N/EL | Biodiversity (10)<br>Y; N;<br>N/EL | Climate change<br>mitigation (11)<br>Y/N | Climate change<br>adaptation (12)<br>Y/N    | Water (13)<br>Y/N | Pollution (14)<br>Y/N                                                                                       | Circular economy (15)<br>Y/N             | Biodiversity (16)<br>Y/N                     | Minimum<br>safeguards (17)<br>Y/N       | %    | E |                                   | Economic activities (1)                                                                                        | Code (2) | CapEx (3)       | Proportion of<br>CapEx,<br>2023 (4) | Climate change<br>mitigation (5) | Climate change<br>adaptation (6) | Water (7)     | Pollution (8)                               | Circular economy (9)                                                                                   | Biodiversity (10) | Climate change<br>mitigation (11) | Climate change<br>adaptation (12)       | Water (13) | Pollution (14) | Circular economy (15)             | Biodiversity (16) | Minimum<br>safeguards (17) | %    | Category<br>enabling<br>activity<br>(19) | Category<br>transitional<br>activity<br>(20) | Economic activities (1)                                                                                                | Code (2)                                    | OpEx (3)<br>2023 (4)<br>thousand € | Proportion of<br>OpEx,<br>% | Climate change<br>mitigation (5)<br>Y; N/<br>EL | Climate change<br>adaptation (6)<br>Y; N/<br>EL | Water (7)<br>Y; N/<br>EL | Pollution (8)<br>Y; N/<br>EL | Circular economy (9)<br>Y; N/<br>EL                                                                 | Biodiversity (10)<br>Y; N/<br>EL         | Climate change<br>mitigation (11)<br>Y/N     | Climate change<br>adaptation (12)<br>Y/N | Water (13)<br>Y/N | Pollution (14)<br>Y/N | Circular economy (15)<br>Y/N | Biodiversity (16)<br>Y/N | Minimum<br>safeguards (17)<br>Y/N | %    | E |   |  |
| A. TAXONOMY-ELIGIBLE ACTIVITIES                                                                                            |          |                                        |                                           |                                                   |                                                   |                            |                                |                                       |                                    |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   |                                                                                                                |          | thou-<br>sand € | %                                   | Y; N;<br>N/EL                    | Y; N;<br>N/EL                    | Y; N;<br>N/EL | Y; N;<br>N/EL                               | Y; N;<br>N/EL                                                                                          | Y; N;<br>N/EL     | Y/N                               | Y/N                                     | Y/N        | Y/N            | Y/N                               | Y/N               | Y/N                        | %    | E                                        |                                              | <b>A. TAXONOMY-ELIGIBLE ACTIVITIES</b>                                                                                 |                                             |                                    |                             |                                                 |                                                 |                          |                              |                                                                                                     |                                          |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| A.1 Environmentally sustainable activities (Taxonomy-aligned)                                                              |          |                                        |                                           |                                                   |                                                   |                            |                                |                                       |                                    |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | A. TAXONOMY-ELIGIBLE ACTIVITIES                                                                                |          |                 |                                     |                                  |                                  |               |                                             |                                                                                                        |                   |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | A.1 Environmentally sustainable activities (Taxonomy-aligned)                                                          |                                             |                                    |                             |                                                 |                                                 |                          |                              |                                                                                                     |                                          |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| Electricity generation using solar photovoltaic technology                                                                 | CCM 4.1  | 6                                      | 0                                         | Y                                                 | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               | Y                                        | Y                                           | –                 | Y                                                                                                           | Y                                        | Y                                            | Y                                       | 0    | – | –                                 | A.1 Environmentally sustainable activities (Taxonomy-aligned)                                                  |          |                 |                                     |                                  |                                  |               |                                             |                                                                                                        |                   |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | Electricity generation using solar photovoltaic technology                                                             | CCM 4.1                                     | 0                                  | 0                           | Y                                               | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     | Y                                            | Y                                        | -                 | -                     | Y                            | Y                        | Y                                 | 0    | - | - |  |
| Freight rail transport                                                                                                     | CCM 6.2  | 344,423                                | 23.8                                      | Y                                                 | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               | Y                                        | Y                                           | –                 | Y                                                                                                           | Y                                        | Y                                            | Y                                       | 20.4 | – |                                   | Electricity generation using solar photovoltaic technology                                                     | CCM 4.1  | 138             | 0.0                                 | Y                                | N/EL                             | N/EL          | N/EL                                        | N/EL                                                                                                   | N/EL              | Y                                 | Y                                       | –          | Y              | J                                 | Y                 | Y                          | 0    | –                                        | –                                            | Freight rail transport                                                                                                 | CCM 6.2                                     | 16,550                             | 9.0                         | Y                                               | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     | Y                                            | Y                                        | -                 | Y                     | Y                            | -                        | Y                                 | 8.7  | - |   |  |
| Infrastructure for rail transport                                                                                          | CCM 6.14 | 74,829                                 | 5.2                                       | Y                                                 | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               | Y                                        | Y                                           | Y                 | Y                                                                                                           | Y                                        | Y                                            | Y                                       | 4.4  | E | –                                 | Freight rail transport                                                                                         | CCM 6.2  | 70,215          | 20.1                                | Y                                | N/EL                             | N/EL          | N/EL                                        | N/EL                                                                                                   | N/EL              | Y                                 | Y                                       | –          | Y              | Y                                 | –                 | Y                          | 24.4 | –                                        |                                              | Infrastructure for rail transport                                                                                      | CCM 6.14                                    | 6,073                              | 3.3                         | Y                                               | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     | Y                                            | Y                                        | Y                 | Y                     | Y                            | Y                        | Y                                 | 2.6  | E | - |  |
| Infrastructure enabling low carbon water transport                                                                         | CCM 6.16 | 727,794                                | 50.3                                      | Y                                                 | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               | Y                                        | Y                                           | Y                 | Y                                                                                                           | Y                                        | Y                                            | Y                                       | 55.8 | E | –                                 | Infrastructure for rail transport                                                                              | CCM 6.14 | 29,982          | 8.6                                 | Y                                | N/EL                             | N/EL          | N/EL                                        | N/EL                                                                                                   | N/EL              | Y                                 | Y                                       | Y          | Y              | Y                                 | Y                 | Y                          | 20.4 | E                                        | –                                            | Infrastructure enabling low carbon water transport                                                                     | CCM 6.16                                    | 127,986                            | 69.6                        | Y                                               | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     | Y                                            | Y                                        | Y                 | Y                     | Y                            | Y                        | Y                                 | 70.9 | E |   |  |
| Revenue of environmentally sustainable activities<br>(Taxonomy-aligned) (A.1)                                              |          | 1,147,052                              | 79.3                                      | 79.3                                              | 0.0                                               | 0.0                        | 0.0                            | 0.0                                   | 0.0                                | Y                                        | Y                                           | Y                 | Y                                                                                                           | Y                                        | Y                                            | Y                                       | 80.7 |   |                                   | Infrastructure enabling low carbon water transport                                                             | CCM 6.16 | 203,494         | 58.1                                | Y                                | N/EL                             | N/EL          | N/EL                                        | N/EL                                                                                                   | N/EL              | Y                                 | Y                                       | Y          | Y              | Y                                 | Y                 | Y                          | 36.7 | E                                        | –                                            | OpEx of environmentally sustainable activities<br>(Taxonomy-aligned) (A.1)                                             |                                             | 150,608                            | 81.9                        | 81.9                                            | 0.0                                             | 0.0                      | 0.0                          | 0.0                                                                                                 | 0.0                                      | Y                                            | Y                                        | Y                 | Y                     | Y                            | Y                        | Y                                 | 82.2 |   |   |  |
| Of which enabling activities                                                                                               |          | 802,623                                | 55.5                                      | 55.5                                              | 0.0                                               | 0.0                        | 0.0                            | 0.0                                   | 0.0                                | Y                                        | Y                                           | Y                 | Y                                                                                                           | Y                                        | Y                                            | Y                                       | 60.3 | E |                                   | CapEx of environmentally sustainable activities<br>(Taxonomy-aligned) (A.1)                                    |          | 303,829         | 86.8                                | 86.8                             | 0.0                              | 0.0           | 0.0                                         | 0.0                                                                                                    | 0.0               | Y                                 | Y                                       | Y          | Y              | Y                                 | Y                 | Y                          | 81.6 |                                          |                                              | Of which enabling activities                                                                                           |                                             | 134,059                            | 72.9                        | 72.9                                            | 0.0                                             | 0.0                      | 0.0                          | 0.0                                                                                                 | 0.0                                      | Y                                            | Y                                        | Y                 | Y                     | Y                            | Y                        | Y                                 | 73.5 | E |   |  |
| Of which transitional activities                                                                                           |          | 0                                      | 0                                         | 0                                                 |                                                   |                            |                                |                                       |                                    | Y                                        | Y                                           | Y                 | Y                                                                                                           | Y                                        | Y                                            | Y                                       |      |   | –                                 | Of which enabling activities                                                                                   |          | 233,476         | 66.7                                | 66.7                             | 0.0                              | 0.0           | 0.0                                         | 0.0                                                                                                    | 0.0               | Y                                 | Y                                       | Y          | Y              | Y                                 | Y                 | Y                          | 57.1 | E                                        |                                              | Of which transitional activities                                                                                       |                                             | 0                                  | 0                           | 0                                               |                                                 |                          |                              |                                                                                                     |                                          | Y                                            | Y                                        | Y                 | Y                     | Y                            | Y                        | Y                                 |      |   | - |  |
| A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)                     |          |                                        |                                           |                                                   |                                                   |                            |                                |                                       |                                    |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | Of which transitional activities                                                                               |          | 0               | 0.0                                 | 0                                |                                  |               |                                             |                                                                                                        |                   | Y                                 | Y                                       | Y          | Y              | Y                                 | Y                 | Y                          |      |                                          | –                                            | A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)                 |                                             |                                    |                             |                                                 |                                                 |                          |                              |                                                                                                     |                                          |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
|                                                                                                                            |          |                                        |                                           | EL;<br>N/EL                                       | EL;<br>N/EL                                       | EL;<br>N/EL                | EL;<br>N/EL                    | EL;<br>N/EL                           | EL;<br>N/EL                        |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)         |          |                 |                                     |                                  |                                  |               |                                             |                                                                                                        |                   |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              |                                                                                                                        |                                             |                                    |                             | EL;<br>N/EL                                     | EL;<br>N/EL                                     | EL;<br>N/EL              | EL;<br>N/EL                  | EL;<br>N/EL                                                                                         | EL;<br>N/EL                              |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| Freight rail transport                                                                                                     | CCM 6.2  | 11,125                                 | 0.8                                       | EL                                                | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         | 0.6  |   |                                   |                                                                                                                |          |                 |                                     | EL;<br>N/EL                      | EL;<br>N/EL                      | EL;<br>N/EL   | EL;<br>N/EL                                 | EL;<br>N/EL                                                                                            | EL;<br>N/EL       |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | Freight rail transport                                                                                                 | CCM 6.2                                     | 2,941                              | 1.6                         | EL                                              | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     |                                              |                                          |                   |                       |                              |                          |                                   | 2.6  |   |   |  |
| Freight transport services by road                                                                                         | CCM 6.6  | 168,280                                | 11.6                                      | EL                                                | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         | 10.6 |   |                                   | Freight rail transport                                                                                         | CCM 6.2  | 1,745           | 0.5                                 | EL                               | N/EL                             | N/EL          | N/EL                                        | N/EL                                                                                                   | N/EL              |                                   |                                         |            |                |                                   |                   |                            | 0.3  |                                          |                                              | Freight transport services by road                                                                                     | CCM 6.6                                     | 1,210                              | 0.7                         | EL                                              | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     |                                              |                                          |                   |                       |                              |                          |                                   | 0.8  |   |   |  |
| Infrastructure for rail transport                                                                                          | CCM 6.14 | 115                                    | 0.0                                       | EL                                                | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         | 0    |   |                                   | Freight transport services by road                                                                             | CCM 6.6  | 519             | 0.1                                 | EL                               | N/EL                             | N/EL          | N/EL                                        | N/EL                                                                                                   | N/EL              |                                   |                                         |            |                |                                   |                   |                            | 0.1  |                                          |                                              | Infrastructure for rail transport                                                                                      | CCM 6.14                                    | 1,859                              | 1.0                         | EL                                              | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     |                                              |                                          |                   |                       |                              |                          |                                   | 1.3  |   |   |  |
| Acquisition and ownership of buildings                                                                                     | CCM 7.7  | 59,557                                 | 4.1                                       | EL                                                | N/EL                                              | N/EL                       | N/EL                           | N/EL                                  | N/EL                               |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         | 3.7  |   |                                   | Acquisition and ownership of buildings                                                                         | CCM 7.7  | 21,535          | 6.2                                 | EL                               | N/EL                             | N/EL          | N/EL                                        | N/EL                                                                                                   | N/EL              |                                   |                                         |            |                |                                   |                   |                            | 10.3 |                                          |                                              | Acquisition and ownership of buildings                                                                                 | CCM 7.7                                     | 12,756                             | 6.9                         | EL                                              | N/EL                                            | N/EL                     | N/EL                         | N/EL                                                                                                | N/EL                                     |                                              |                                          |                   |                       |                              |                          |                                   | 6.0  |   |   |  |
| Revenue of Taxonomy-eligible but not<br>environmentally sustainable activities (not Taxonomy-<br>aligned activities) (A.2) |          | 239,078                                | 16.5                                      | 16.5                                              | 0.0                                               | 0.0                        | 0.0                            | 0.0                                   | 0.0                                |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | CapEx of Taxonomy-eligible but not environmentally<br>sustainable activities (not Taxonomy-aligned activities) |          |                 |                                     |                                  |                                  |               |                                             |                                                                                                        |                   |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | OpEx of Taxonomy-eligible but not environmentally<br>sustainable activities (not Taxonomy-aligned activities)<br>(A.2) |                                             | 18,766                             | 10.2                        | 10.2                                            | 0.0                                             | 0.0                      | 0.0                          | 0.0                                                                                                 | 0.0                                      |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| A. Revenue of Taxonomy-eligible activities (A.1+A.2)                                                                       |          | 1,386,130                              | 95.8                                      | 95.8                                              | 0.0                                               | 0.0                        | 0.0                            | 0.0                                   | 0.0                                |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | (A.2)                                                                                                          |          | 23,799          | 6.8                                 | 6.8                              | 0.0                              | 0.0           | 0.0                                         | 0.0                                                                                                    | 0.0               |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | A. OpEx of Taxonomy-eligible activities (A.1+A.2)                                                                      |                                             | 169,374                            | 92.2                        | 92.2                                            | 0.0                                             | 0.0                      | 0.0                          | 0.0                                                                                                 | 0.0                                      |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES                                                                                        |          |                                        |                                           |                                                   |                                                   |                            |                                |                                       |                                    |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | A. CapEx of Taxonomy-eligible activities (A.1+A.2)                                                             |          | 327,628         | 93.6                                | 93.6                             | 0.0                              | 0.0           | 0.0                                         | 0.0                                                                                                    | 0.0               |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | B. TAXONOMY-NON-ELIGIBLE ACTIVITIES                                                                                    |                                             |                                    |                             |                                                 |                                                 |                          |                              |                                                                                                     |                                          |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| Revenue of Taxonomy-non-eligible activities                                                                                |          | 60,641                                 | 4.2                                       |                                                   |                                                   |                            |                                |                                       |                                    |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | B. TAXONOMY-NON-ELIGIBLE ACTIVITIES                                                                            |          |                 |                                     |                                  |                                  |               |                                             |                                                                                                        |                   |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | OpEx of Taxonomy-non-eligible activities                                                                               |                                             | 14,409                             | 7.8                         |                                                 |                                                 |                          |                              |                                                                                                     |                                          |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| Total                                                                                                                      |          | 1,446,771                              | 100.0                                     |                                                   |                                                   |                            |                                |                                       |                                    |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   | CapEx of Taxonomy-non-eligible activities                                                                      |          | 22,471          | 6.4                                 |                                  |                                  |               |                                             |                                                                                                        |                   |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              | Total                                                                                                                  |                                             | 183,783                            | 100.0                       |                                                 |                                                 |                          |                              |                                                                                                     |                                          |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |
| Total                                                                                                                      |          | 350,099                                | 100.0                                     |                                                   |                                                   |                            |                                |                                       |                                    |                                          |                                             |                   |                                                                                                             |                                          |                                              |                                         |      |   |                                   |                                                                                                                |          |                 |                                     |                                  |                                  |               |                                             |                                                                                                        |                   |                                   |                                         |            |                |                                   |                   |                            |      |                                          |                                              |                                                                                                                        |                                             |                                    |                             |                                                 |                                                 |                          |                              |                                                                                                     |                                          |                                              |                                          |                   |                       |                              |                          |                                   |      |   |   |  |

Y - Yes, taxonomy-eligible activity that is aligned with the relevant environmental target, N - No, taxonomy-eligible activity that is not aligned with the relevant environmental target

EL - 'eligible', activity eligible for taxonomy for the relevant target, N/EL - 'not eligible', activity not eligible for taxonomy for the relevant target; CCM = Climate Change Mitigation

\* A very small number of runs are made with bi-mode locomotives, which can be considered as transitional activity.

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### Disclosure: Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities

Y - Yes, taxonomy-eligible activity that is aligned with the relevant environmental target, N - No, taxonomy-eligible activity that is not aligned with the relevant environmental target

EL - 'eligible', activity eligible for taxonomy for the relevant target, N/EL - 'not eligible', activity not eligible for taxonomy for the relevant target; CCM = Climate Change Mitigation

\* A very small number of runs are made with bi-mode locomotives, which can be considered as transitional activity.

{130}------------------------------------------------

### Disclosure: Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities

Y - Yes, taxonomy-eligible activity that is aligned with the relevant environmental target, N - No, taxonomy-eligible activity that is not aligned with the relevant environmental target

EL - 'eligible', activity eligible for taxonomy for the relevant target, N/EL - 'not eligible', activity not eligible for taxonomy for the relevant target; CCM = Climate Change Mitigation

\* A very small number of runs are made with bi-mode locomotives, which can be considered as transitional activity.

{131}------------------------------------------------

## Society

## Working world and employment

Not audited

### Strategic HR management

Fostering the skills and dedication of all employees represents a is a major pillar for the sustainable success of HHLA. Long-term qualitative and quantitative personnel planning and development strategies for the entire company have been established in Hamburg. The ongoing development of specialist, management and project careers, and the permeability between different career paths, are the central aims of our HR strategy. The numerous options to create a work–life balance according to the employee's current circumstances and the ongoing development of working-time systems form the cornerstone for long employee service at HHLA. Excellent working conditions and cooperation with employee representation bodies in a spirit of trust are fundamental to making HHLA an attractive and reliable employer and therefore also an important basis for HHLA's business success. Employee recruitment and retention

HR management is established as a central division at Executive Board level. This organisational structure ensures that strategic HR guidelines can also be implemented throughout the Group. The performance of both specialist staff and managers is systematically enhanced and developed and continuously overseen by the HR management team. The same applies to all organisational development measures.

#### Fields of activity of the HR strategy

The HR strategy of the German HHLA companies comprises five fields of activity: "Employer of Choice", "Develop Further", "Work Together", "Resource Management" and "Co-Determination". The fields of activity are based on the human resources end-to-end processes:

Employer of choice

Image /page/131/Picture/13 description: The image shows a blue thumbs-up icon on a light blue background. The thumbs-up is outlined in a darker blue, and the lines on the side of the thumb indicate the side of a hand.

We find and retain employees who bring HHLA forward. We offer attractive working conditions.

Further development

We create and develop potential and perspectives in a targeted manner.

Acting together

Image /page/131/Picture/18 description: The image shows a simple line drawing of three people standing side-by-side. The figures are drawn in blue lines and are against a light blue background. The figures are gender-neutral and appear to be of similar height. The drawing is a simple representation of a group of people.

We initiate networking and create places for responsibility and agility.

Resource management

Image /page/131/Picture/21 description: The image shows a blue icon of a calendar with a euro symbol superimposed on the lower left corner. The calendar has a grid pattern, suggesting dates, and the euro symbol indicates a financial or monetary aspect related to the calendar.

We use innovative technologies and strive for sustainable efficiency.

#### Co-determination process

Image /page/131/Picture/24 description: The image shows a blue icon of a person with a speech bubble next to them. The person is drawn with simple lines, and the speech bubble is positioned to the left of the person's head.

Together with our operational partners and unions, we are shaping futureoriented framework conditions.

{132}------------------------------------------------

The strategic HR objectives include key issues such as developing new recruitment strategies and enhancing HHLA as an employer brand. Participation-oriented co-determination processes are also to be further developed in cooperation with co-determination partners, managers and employees, in order to shape the future-oriented framework for HHLA's business success. Moreover, existing resources in the field of HR are to be optimally aligned in future with the aid of innovative technologies, methods and concepts, and the range of services offered is to be continuously expanded.

The personnel development measures, together with the fields of action "Develop Further" and "Work Together", help to enable HHLA employees perform their roles skilfully as they deal with current and future challenges. In this regard, the focus is on success-critical areas of expertise, structural networking and a connective corporate culture. In 2023, particular emphasis was placed on enhancing leadership skills with regard to the ongoing transformation. Challenges posed by digitalisation, pressure to innovate and the transformation of working and general conditions were discussed in the network and measures were elaborated.

#### Securing employment

The fundamental transformation process for the Hamburg container terminals has been named CTX. Innovation

Employees are offered extensive training and development opportunities. The programmes also provide for the implementation of socially acceptable personnel measures. These include early retirement, phased early retirement and more flexible staff deployment.

Audit with limited assurance

### Education and personnel development

HHLA invested a total of € 5.0 million in educating and training staff at its locations in Hamburg in 2023 (previous year: € 5.1 million). As an integral part of HHLA's HR strategy, the personnel development strategy plays a significant role in the areas of action "Develop Further" and "Work Together". This centres on four key action areas:

- Making employees fit for the future ■
- Identifying and further developing talent ■
- Promoting networking and cooperation ■
- Making a contribution to the organisation and corporate culture of the future ■

A key objective of HHLA's personnel development is to ensure that employees have the skills they need in the short, medium and long term. This is achieved through various apprenticeships and dual-study programmes, suitable qualifications by means of training tailored to both target groups and needs, and the establishment of underlying conditions that are conducive to learning. In addition, it is important to support and empower

{133}------------------------------------------------

employees and executives at the various subsidiaries with regard to strategic projects and transformation processes.

In 2023, HHLA's personnel development department further consolidated its role as a strategic partner for all parts of the company. Established talent and management development programmes (e.g. young leaders programme, international leadership programme, segment-specific leadership programmes) were continued and are now dovetailed more closely with strategic personnel planning programmes. As part of the IHATEC collaborative project "PortSkill 4.0 – Training hub of German port operators – establishment of a digital testing and training centre (DTTC) for the companies and employees of the German port sector", interim results were achieved and work got under way on the design and development of new training programmes for job profiles in technical areas and on the setting up of a digital testing and training centre. In terms of qualification management, Group-wide access to training and professional development programmes was significantly expanded through the roll-out of an SAP-based learning management system. The new learning platform "Lernen@HHLA" now incorporates multilingual and collaborative digital offerings, making it possible to manage offerings flexibly and in line with requirements while establishing a low-threshold range of qualifications as the "new normal".

#### Training and studying at HHLA

As of 31 December 2023, 50 apprentices and 26 students were receiving training in Germany in twelve different professions and eleven dual study courses. 30.3 % of the 76 apprentices and students were female. Among the students, the proportion of women was 42.3 % in 2023 (previous year: 46.2 %). The range of apprenticeships and study courses in the technical and IT division was further expanded to reflect needs, and the new study course "Technical Informatics" was introduced. This is intended to meet future personnel requirements at the interface between technology and informatics that will emerge in the context of increasing port digitalisation and automation.

Of the 30 apprentices who successfully completed their training in the course of the year, 27 were given permanent contracts. A total of 28 new apprenticeship contracts were signed in Germany in the 2023 training year, of which 25.0 % were female apprentices. In the commercial sector, the share of female apprentices for the start of training in 2023 was 66.7 %, in the technical sector 16.7 % and in dual study programmes 12.5 %.

In addition to the acquisition of professional qualifications, HHLA attaches great importance to the acquisition of interdisciplinary skills, e.g. social skills, during its education programmes and enables its trainees and dual students to get involved in various projects. For example, 2023 saw HHLA dual students take second place in the Diversity Challenge competition, organised by Charta der Vielfalt e.V., with a pop-up exhibition container. In this Germany-wide competition, young employees implemented a project to promote diversity and inclusion at their company.

{134}------------------------------------------------

#### Learning and further education at HHLA

The increasing intensity of change and continuing need for complexity management place demands on managers and employees alike. Specialist and leadership skills must be continuously expanded and adapted as a result, in order to meet new requirements and successfully shape transformation projects within HHLA.

In general, HHLA's heterogeneous employee groups require training programmes that are tailored to the specific needs of the target groups concerned. While training programmes for operational staff are designed and implemented via the HHLA Technical College for technical commercial further training including GHB (Gesamthafenbetriebs-Gesellschaft, personnel service provider for the Port of Hamburg) on a tried and trusted basis, strategic personnel development is dedicated primarily to development programmes for talented individuals and managers as well as the establishment of professional further training processes and structures. In addition, HHLA's personnel development assists with all major transformation programmes – e.g. through team workshops and coaching/advisory offerings – and is responsible for the resulting personnel development programmes. The company thus ensures that internal skills acquisition is in line with the common strategic objective and that a long-term culture of learning is fostered.

With regard to the training programmes, more than 698 events lasting one or more days were held in the reporting period. These included more than 484 in-house vocational courses conducted by HHLA's own trainers over 2,015 training days. In addition, 214 events lasting one or more days with 1,365 participant days were organised as part of the company's cross-segment seminar programme. Of the participants, 38.0 % were women.

In the reporting year, HHLA also successfully continued its range of management development programmes, newly developed in 2022. New content was added both to the programmes for new managers and to the modules for experienced managers in 2023. This included the addition of a module entitled "Basics of labour law" for new managers and a training programme on "Remote leadership" for experienced managers. As part of the transformation process in the Container segment, a multi-event series on successful leadership in change processes was also held for managers. To date, more than 50 % of all managers have participated in the various leadership development programmes and modules.

Moreover, the range of in-house seminars focuses on skillset clusters that are crucial for successfully handling current and future challenges as well as on basic skills with wide application possibilities. In addition to tried and trusted training programmes such as language courses, IT training and sector-specific knowledge, the portfolio of offers primarily comprises the issues of "Change, projects & strategy development", "Learning and problem-solving expertise", "Communication and cooperation", "Digital expertise" and "Leadership". The range of in-house seminars is supplemented by external training opportunities in cooperation with training providers and universities, which also specifically support networking with managers and experts at other companies.

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In order to meet the needs of HHLA's growing internationalisation, international seminars and talks, sometimes virtual, were held for the first time in 2023. In addition to the already established one-year international leadership programme for young managers at HHLA's international locations, these will further strengthen international development and networking. This is also supported by the consistently high number of language courses completed at the company's German locations.

Not audited

### Recruiting and retaining employees

#### Strategic measures

Staff recruitment continued to be a major challenge in the 2023 financial year. The ongoing scarcity of managers and experts with highly specialised skillsets, as well as demographic change and the challenging market environment, led to a further heightening of the competition for suitably qualified employees. In light of this trend, it is all the more important to take target group-specific, strategic and, above all, long-term measures to retain employees within the company on the one hand and, on the other, to find and attract new employees. On account of the situation on the labour market, highly skilled workers, in particular, are virtually free to take their pick. Companies must therefore put in place suitable conditions to meet the requirements and preferences of job applicants.

At present, the particular focus of recruitment is on highly specialised employees and managers with several years of professional experience and profound knowledge of project management, in areas such as digitalisation, logistics and IT. However, those starting out on their career path and people with some initial experience are also being sought and hired.

In order to attract talents in a fiercely competitive market and retain them in the company, HHLA took innovative approaches to recruitment and the strengthening of its internal and external employer brand in 2023, e.g. interactive social media formats and a pilot project "Using AI to write job ads". This enabled more precise communication with the existing target group and opened up new target groups – not only regionally, but also beyond the borders of Hamburg. The increased use of specific digital channels for recruitment and employer branding proved particularly effective and efficient.

#### New hires and turnover

A total of 157 new employees were hired in the 2023 financial year. The following table provides an overview of the age distribution and the percentage of women among the new hires at the HHLA companies in Germany.

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#### Recruitments 2023

|               | Total | thereof females | thereof females |
|---------------|-------|-----------------|-----------------|
| < 30 years    | 67    | 21              | 31.3 %          |
| 30 – 50 years | 76    | 25              | 32.9 %          |
| > 50 years    | 14    | 6               | 42.9 %          |
| HHLA Germany  | 157   | 52              | 33.1 %          |

Since 2013, HHLA has been employing a self-developed structured selection process (assessment centre) in Germany that not only considers the applicant's personal and professional suitability but also diversity aspects. The employees in the selection panels are specially trained for this. In addition, the selection panel must include at least one woman for all selection processes in which the pool of applicants includes women.

401 employees were hired by HHLA's foreign subsidiaries during the reporting period. 83.0 % of new hires were in the Intermodal segment. The proportion of women among the new employees was 24.2 %, while the proportion of under-30s was 34.2 %.

At 5.6 %, the staff turnover rate (excluding internal transfers within the Group) in Germany increased slightly year-on-year (previous year: 5.4 %). Of the 206 people who left the company, 33.0 % were retirees (previous year: 38.7 %). The staff turnover rate at our foreign subsidiaries was 9.3 % in the reporting year (previous year: 10.0 %). By comparison, the proportion of people leaving the company as retirees was comparatively low at 0.4 % (previous year: 0.5 %).

#### Contracts, remuneration and additional benefits

#### Collective bargaining agreements

Collective bargaining agreements governed pay and working conditions for 80.8 % of employees in Germany (previous year: 82.9 %). The proportion of employment contracts of indefinite duration (excluding apprenticeship contracts) was 96.3 % (previous year: 96.3 %).

Collective bargaining agreements governed pay and working conditions for 25.7 % (previous year: 26.0 %) of employees in the foreign subsidiaries. 91.5 % of all employment contracts were of indefinite duration (previous year: 89.6 %).

#### Appraisal and remuneration systems

The appraisal systems at the German companies contain both bottom-up and top-down components. Some of them are laid out in collective bargaining agreements, comprise variable remuneration components and are linked with training requirements for the company and staff.

The management assessment system at HHLA was realigned in 2020 and transferred to a performance management system that has been applied since 2021. In addition to the existing variable remuneration components, such as ROCE (return on capital employed), EBIT (earnings before interest and taxes) and individual targets, department- and companyspecific KPIs were adopted as new target categories.

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The realignment of the variable remuneration system aims to promote cross-functional cooperation alongside increased networking and interdepartmental process orientation in order to provide long-term support for the cultural shift at HHLA.

#### Flexible working models

A growing number of people across all employee groups and hierarchy levels in Germany are taking up the option of working part-time to tailor their working hours to different life stages. Offering part-time work is therefore an important way of retaining staff at the company. Allowing staff to adapt their working hours helps them to reconcile their professional and family commitments, look after close relatives or do charity work.

as of 31.12, part-time ratio in %

Part-time employees in Germany

Image /page/137/Figure/8 description: This image is a bar chart that shows the values for the years 2019, 2020, 2021, 2022, and 2023. The values for the bars are 245, 254, 287, 308, and 329, respectively. There is also a line graph that shows the values 6.8, 7.0, 7.8, 8.4, and 8.9 for the years 2019, 2020, 2021, 2022, and 2023, respectively.

In 2023, a total of 329 employees took up the option of working part-time (previous year: 308).

At the end of 2023, the share of part-time workers at HHLA in Germany increased to 8.9 % (previous year: 8.4 %) The percentage of men in part-time employment rose to 40.1 % (previous year: 39.3 %). At the holding company, where most roles are administrative, the percentage of part-time workers (excluding apprentices) was 17.8 % (previous year: 17.4 %). At HHLA's foreign subsidiaries, the share of part-time working was 1.1 % during the reporting year (previous year: 1.0 %).

#### Company pension scheme

Since the complete reorganisation and further development of company pension schemes in 2018, employees in Germany now have more flexibility in terms of shaping their working lifetimes. Both individual early retirement solutions and various options for lump-sum payouts upon retirement boost the appeal of company pension schemes for employees.

Existing claims from models such as the working lifetime account and what is known as the "port pension" have been transferred to the HHLA capital plan. By pooling these provisions within a single system, HHLA is addressing rising employee needs with regard to transparency. In 2023, 70.9 % (previous year: 69.3 %) of eligible employees were already taking advantage of this pension system.

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Not audited

### Diversity and inclusion

By signing the Diversity Charter in 2022, the Executive Board of HHLA strengthened the company's commitment to diversity and inclusion in the work environment and undertook to sustainably practise diversity and inclusion management within the company. A Diversity and Inclusion team, which reports directly to the Executive Board, has been in place since 1 January 2023.

Following an initial status review, the team developed a strategy for establishing a sustainably effective diversity and inclusion management system, which was agreed with the Executive Board. Based on this, initial measures were already initiated in 2023.

For example, the first management workshops were held and, following on from this, a training concept for knowledge-building measures was developed. In addition, two projects were carried out in order to raise more awareness of the topic. The first of these is the "Diversity Container" project, which was implemented as part of a Germany-wide competition held by the non-profit organisation "Charta der Vielfalt" and took second place. Inside the container was a travelling exhibition on the topic of diversity and inclusion that was shown at all Hamburg terminals as well as at certain international HHLA locations. The second project was the travelling exhibition "Innoklusio", which was shown for a week at HHLA's head office.

Currently, work is primarily being carried out to collect data on gender distribution, the percentage of people with disabilities and the number of nationalities represented at HHLA in Germany. Moreover, data will be regularly analysed in order to drive forward an evidencebased cultural transformation.

The share of women employed by HHLA in Germany (incl. apprentices) amounted to 16.9 % (previous year: 16.2 %). During the reporting period, the proportion of women working at the foreign subsidiaries was 22.3 % on average (previous year: 22.1 %).

The gender distribution on the Executive Board and in the two management levels below the Executive Board is governed by the German Act on the Equal Participation of Men and Women in Executive Positions in the Public and Private Sectors and by the targets agreed by the Supervisory Board and, where applicable, the Executive Board. Disclosures in accordance with Section 289f (2) (4) and (5) HGB

The percentage of employees with a severe disability (including persons of an equivalent status) in Germany was 8.3 % at the end of the reporting period (previous year: 8.6 %).

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### Headcount and personnel structure

The recruitment process used by the individual companies of HHLA in Germany is monitored by the HHLA manpower planning team. Proposals to create additional jobs are examined for their consideration in the planning, their necessity as well as other options for filling positions internally or taking alternative action. This ensures that recruitment does not exceed the strategic HR needs planning for individual companies approved by the Executive Board and that synergy effects can be utilised within the Group.

#### Number of employees

Employees by segment

HHLA had a total of 6,789 employees at the end of 2023. Compared with the previous year's total, the number of employees increased by 148, or 2.2 %. In addition, HHLA used an annual average of 530 employees of Gesamthafenbetriebs-Gesellschaft (GHB) (previous year: 705).

The three-year average headcount trend is one of the targets agreed with the Executive Board and is taken into account when determining Executive Board remuneration. Achieving the agreed target range triggers the payment of a corresponding bonus. Remuneration report and remuneration system

# as of 31.12 2019 2020 2021 2022 2023 6,641 6,296 6,312 6,444 6,789

### Employees at the HHLA Group

In the Container segment, the number of employees rose to 3,104 as of 31 December 2023. Total headcount was up by 32 year-on-year in the reporting period (previous year: 3,072). This was equivalent to an increase of 1.0 %. Due to the further expansion of services and the increase in vertical integration, headcount in the Intermodal segment rose by a further 165 employees in total to 2,720 (previous year: 2,555). Employee numbers in the Logistics segment, on the other hand, fell to 269 in the reporting period (previous year: 271). This was equivalent to a reduction of 0.7 %. The number of employees at the strategic management holding company decreased by 8.6 % to 596 (previous year: 652). In the Real Estate segment, headcount stood at 100 as of 31 December 2023 (previous year: 91). This figure includes employees from the management holding company

who are assigned to the Real Estate segment.

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#### Employees by segments

|                | 31.12.2023 | 31.12.2022 | Change  |
|----------------|------------|------------|---------|
| Container      | 3,104      | 3,072      | 1.0 %   |
| Intermodal     | 2,720      | 2,555      | 6.5 %   |
| Holding/Others | 596        | 652        | - 8.6 % |
| Logistics      | 269        | 271        | - 0.7 % |
| Real Estate    | 100        | 91         | 9.9 %   |
| HHLA Group     | 6,789      | 6,641      | 2.2 %   |

#### Employees by region

3,678 employees were based in Germany as of the end of the financial year (previous year: 3,682). This corresponds to a share of 54.2 % (previous year: 55.4 %). The number of staff employed abroad rose by 5.1 % to 3,111 (previous year: 2,959). In Central Europe, headcount increased year-on-year by 5.8 % to 2,009 (previous year: 1,899). The workforce in Estonia decreased marginally to 196 (previous year: 208) and in Ukraine to 379 (previous year: 412).

### Employees by region

Number of employees as of 31.12.2023: 6,789

1 Czech Republic, Slovakia, Hungary, Slovenia, Croatia

Image /page/140/Figure/10 description: This image is a donut chart showing the percentage of different countries. Germany is 54.2%, Central Europe is 29.6%, Ukraine is 5.6%, and other countries is 10.6%.

### Age structure

The average age of staff in Germany in the reporting period was 45.8 (previous year: 45.5).

The average age for men was 46.4, whereas women were 42.8 years old on average. Over half of all employees were aged between 30 and 50. As in the previous year, the average employee age at the foreign companies was 42.3.

#### Age structure of employees

| in %          | 31.12.2023 | thereof females | 31.12.2022 | thereof females |
|---------------|------------|-----------------|------------|-----------------|
| < 30 years    | 9.4        | 26.7            | 10.0       | 29.1            |
| 30 – 50 years | 51.5       | 17.7            | 51.2       | 15.9            |
| > 50 years    | 39.2       | 13.3            | 38.8       | 13.1            |
| HHLA Germany  | 100.0      | 16.9            | 100.0      | 16.2            |

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#### Length of service

The average length of service with the company in Germany was approximately 16.1 years. The figure outside Germany was 7.0 years.

#### Average employment period of employees

| in years      | 31.12.2023 | 31.12.2022 |
|---------------|------------|------------|
| < 30 years    | 5.5        | 4.5        |
| 30 – 50 years | 12.8       | 12.5       |
| > 50 years    | 22.9       | 23.0       |
| HHLA Germany  | 16.1       | 15.8       |

Not audited

### Dialogue with employee representatives

#### Worker co-determination at the HHLA Group

Co-determination and social partnership negotiations of employee interests have traditionally been a valuable asset at HHLA and its subsidiaries. In addition to Hamburger Hafen und Logistik AG, 14 other HHLA subsidiaries in Germany are managed on the basis of co-determination. These are represented by a total of nine works council committees and the Group works council. There is also employee representation (including that of the senior staff) on the Supervisory Board, which is composed equally of men and women, and representation for disabled people at the company and Group level.

HHLA is a member company of ZDS (Zentralverband der deutschen Seehafenbetriebe) and UVHH (Unternehmensverband Hafen Hamburg e.V.). Collective bargaining has a long tradition at HHLA, which is reflected in various sector and company wage agreements. As of 31 December 2023, 80.8 % (previous year: 82.9 %) of employees in Germany were covered by collective bargaining agreements. In the reporting period, there was, pursuant to the relevant agreements, no collective bargaining for the German seaports. The current collective bargaining agreement for port workers at German seaport operators ends on 31 May 2024 after a term of 24 months and can be terminated with to a two-month notice period.

At an international level, collective bargaining partnerships with various local trade unions at the Odessa and Trieste sites continue to be in place. At the company's location in Estonia, a representative elected by the employees negotiates all staff-related interests with the company.

In Germany, approx. 800 new co-determination proceedings were initiated in 2023. Of these, more than 20 Group works agreements and/or regulations were successfully concluded at Group level alone.

In the reporting period, numerous negotiations and other participation-oriented events were held at HHLA with regard to existing transformation processes and with the aim of putting the company on a secure footing for the future in line with market requirements. These

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included the agreement of fair and transparent interest settlements and life stage-appropriate working time models. Insofar as the underlying legal conditions are safeguarded, HHLA supports the right to freedom of association and collective bargaining.

Various informational options and formats, such as social intranet, info screens in the canteens and FAQs, are available to employees as the foundation for a participation-based partnership. On account of the exceptional situation due to the talks that have been ongoing since September 2023 concerning an investment of Mediterranean Shipping Company (MSC) in HHLA, additional informational events were offered, including a Group works meeting in November 2023 attended by approx. 1,200 HHLA employees and with the participation of the relevant senior managers and Executive Board members.

To enable employees to share ideas more effectively among themselves and with the company's management team, a series of workshops, the HHLA future labs, was developed. Interested employees took part in this dialogue format in small groups in the reporting period and jointly discussed the various issues and topics. These kinds of Echo workshops as well as the numerous project teams and working groups are set up on a participation basis and enable managers and employees to develop specific topics together.

The aim of all HHLA informational formats is to enable employees to understand the reasons for upcoming changes and to actively engage in shaping the transformation.

Audit with limited assurance

## Health and occupational safety

### Occupational safety

Numerous preventive measures and guidelines are in place to ensure that staff from both HHLA and external companies, customers, suppliers and visitors do not come to bodily harm, which is a key concern for HHLA.

By using modern technologies, HHLA strives to achieve constant improvements in occupational safety. When introducing new work equipment and methods at HHLA sites, the company's occupational safety organisation is closely integrated into planning processes in order to adapt them to changing conditions within the company and to reflect the latest safety-related findings.

A software-assisted occupational safety management system is used to verify the legally compliant and data protection-compliant documentation and organisation of all occupational safety measures.

HHLA implements various measures that promote safety awareness, safe behaviours and a culture of safety over the long term. To this end, a project on behavioural occupational safety was introduced at HHLA with the aim of promoting positive safety habits among the workforce. Special training sessions for all managers are designed to ensure that safe behaviour is successfully implemented in day-to-day working.

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Not audited

In addition to regular on-site training, employees are offered online courses giving practical advice on topics such as occupational safety, hazardous goods and ergonomics for remote working.

In 2023, as in the previous year, 89 reportable accidents (excluding accidents when commuting) occurred at the companies in Hamburg in which HHLA holds a stake of more than 50 %. The Lost Time Injury Rate (number of occupational accidents with more than three lost days per million working hours) stood at 11.8 for Germany in 2023, as in the previous year. The reasons for changes or fluctuations are carefully analysed in order to quickly initiate structured preventive measures.

### Occupational health

As part of its health promotion efforts, HHLA strives to develop a workable occupational health management system which reflects everyday needs and to systematically integrate these measures into company processes.

Furthermore, with the aid of targeted communication and information strategies, HHLA actively promotes existing health care services, such as social counselling and flu vaccinations. This has led to a significantly increased use of these services by employees.

In the reporting year, an assessment on the risks to mental health was carried out at HHLA companies. Particular attention will be paid in future to the impact of remote working. Based on these results, further training will be offered to managers on staff leadership, focusing on remote working.

## Corporate citizenship

### Regional responsibility

As by far the largest port in Germany, the Port of Hamburg is one of the most important economic factors in the whole of northern Germany and, as a hub for international goods traffic, plays an extremely important role for the entire economic system of Germany and Europe. According to a study commissioned by the Hamburg Port Authority (HPA) and published in 2021, the Port of Hamburg secures around 607,000 jobs across Germany. Of these, around 124,000 are in the Hamburg metropolitan region. According to the study, around 114,000 jobs are directly dependent on the port. The port and the interconnected economic sectors are thus central employers for the Hamburg metropolitan region. As a major company operating in the Port of Hamburg, HHLA regards itself as an integral part of economic development in the Hamburg metropolitan region and is well aware of its social responsibility here and at all its other sites.

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### Added value

Net added value serves as an indicator of the economic value creation of a business activity. It is calculated by taking the production value and deducting all intermediate inputs, depreciation and amortisation. Added value is shared between employees, shareholders, the state (in the form of taxes) and lenders. The largest proportion, € 570.1 million or 88.5 %, went to employees.

#### Source of added value

Image /page/144/Figure/7 description: This image is a donut chart that shows the production value for 2023 is € 1,505 million. The chart is divided into four categories: Added value (43%), Cost of materials (32%), Depreciation/amortisation (12%), and Other operating expenses (13%).

### Application of added value

Image /page/144/Figure/9 description: The image shows a donut chart of the net added value in 2023, which is €644 million. The chart shows the following distribution: Employees 89%, Shareholders 6%, Public authorities 3%, and Lenders 2%.

Net added value decreased during the 2023 financial year and fell 16.9 % year-on-year to € 644.0 million (previous year: € 774.6 million). At 42.8 %, the added value ratio was down year-on-year (previous year: 47.9 %).

#### Value added in the HHLA Group

| in € million       | 2023  | 2022  | Change   |
|--------------------|-------|-------|----------|
| Employees          | 570.1 | 574.6 | - 0.8 %  |
| Shareholders       | 42.4  | 133.1 | - 68.2 % |
| Public authorities | 21.4  | 61.1  | - 64.9 % |
| Lenders            | 10.1  | 5.9   | 72.4 %   |
| Net value added    | 644.0 | 774.6 | - 16.9 % |

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### Social dialogue and responsibility

HHLA engages in regular dialogue with its stakeholders. The company also promotes a number of educational projects focusing on the topics of port and logistics, thereby engaging in the transfer of knowledge.

#### Help for Odessa

HHLA actively supports its Ukrainian employees at Container Terminal Odessa (CTO) and their relatives who have fled to Hamburg. In total, the HHLA project team has helped 104 Ukrainians to find accommodation and furniture, as well as providing assistance with administrative matters when dealing with the local authorities. In addition, Christmas presents were sent to children of CTO employees in Ukraine, which were funded by donations from HHLA employees.

Some of the CTO employees took part in HHLA's training programmes and were able to find new work opportunities, e.g. through internships at the Hamburg site.

HHLA supports aid organisations with deliveries to Ukraine by rail and has transported containers with urgently required aid, such as medical consumables, baby food and furniture, to Odessa. Approx. € 78,000 was invested in transporting a total of 18 containers to Ukraine.

#### "Hafen-Scouts" educational programme

Recognising the link between the port, logistics and the water helps us understand the global division of labour and the importance of sustainable business activities. HHLA's support for educational projects focuses on the "Hafen-Scouts" in Hamburg. This project was successfully initiated by HHLA, the Hafenmuseum Hamburg and the State Institute for Teacher Training and School Development in 2015. It teaches fourth-grade schoolchildren about the transportation of goods around the world, how the port works and what careers the port offers. There were 1,478 participants in 2023 (previous year: 1,467), a record high since the project began. Since 2015, (HHLA) has organised Port Scout tours for a total of 10,120 fourth-grade pupils from Hamburg .

#### AlsterPort – Partnership with Evangelische Stiftung Alsterdorf

Under the slogan "Learning from each other", the AlsterPort service, a joint initiative of HHLA and ESA (Evangelische Stiftung Alsterdorf), has been promoting voluntary work in the region since 2021. In the reporting year, a range of social activities involving HHLA employees once again took place; these included the annual boccia tournament for people with and without disabilities, a Halloween crafts event at the youth club, a joint cooking event in a facility for assisted living and a Christmas wishing tree initiative for kids at the "Wohnheim Heidkoppel" children's home.

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## Corporate Governance

## Business ethics and integrity

Not audited

### Democratic principles and international standards

As a responsible company, HHLA conducts its actions on the basis of lawfulness and integrity as a basic principle. Accordingly, as a listed European company, HHLA respects and adheres to the laws and regulations of all the countries where it operates as a matter of course when conducting its business activities. These include laws and regulations with regard to environmental issues, anti-corruption, prevention of money laundering, data protection, information security, sanctions and embargoes, and tax matters as well as the Market Abuse Regulation, the German Securities Acquisition and Takeover Act (WpÜG) and the German Securities Trading Act (WpHG). Likewise, issues of significance to HHLA employees, such as freedom of association or the structuring of co-determination at work (including notification periods), are regulated by legislation in the German Works Constitution Act (BetrVG) and are actively promoted and adhered to by HHLA. Legal framework

In addition to compliance with legal requirements, international principles form a significant foundation for HHLA's actions and corporate culture. HHLA's activities are thus guided by the United Nations' Universal Declaration of Human Rights (UN) and the United Nations' Guiding Principles on Business and Human Rights (UNGP). Additional international standards and agreements such as the United Nations' Global Compact (UNGC) and the International Labour Organization's (ILO) core labour standards are also fundamental to the company's activities and corporate culture. By signing the Declaration of Principles for Diversity and against all Forms of Racism in June 2020, as well as the Diversity Charter in May 2022, the HHLA Executive Board also strengthened its commitment to diversity and an unbiased working environment.

Against this background, HHLA places great value on establishing compliance programmes within the Group. It has therefore established its own compliance management system with a Code of Conduct as its centrepiece. The HHLA Code of Conduct and other internal Group documents set out mandatory guidelines for activities, thereby helping to ensure that internationally recognised standards are observed and adhered to. The HHLA Code of Conduct is available online at [www.hhla.de/compliance](https://hhla.de/en/investors/corporate-governance/compliance) .

HHLA expects its employees to adhere to all applicable laws and internationally recognised principles. To maintain employee awareness, regular training is held on the Code of Conduct and the prevention of corruption, as well as other relevant issues such as occupational safety. Corporate governance declaration

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### Respect for human rights

Ensuring our employees act in a lawful fashion guided by integrity also means protecting human rights. Almost all of HHLA's locations are in Europe and the majority of HHLA's suppliers are based in the European Union, where human rights are a prime concern and enshrined in both local and European laws. Furthermore, the principles of the UN Global Compact are reflected in the Code of Conduct and HHLA's comprehensive guidelines, such as its health and safety guidelines. As an overarching set of rules, the Code of Conduct includes the following principles:

- integrity as a central value, a commitment to diversity and the rejection of all forms of discrimination in our interactions with one another ■
- guidance on lawful behaviour, particularly to prevent corruption in dealings with business partners and officials ■
- protecting the health and safety of employees in the workplace. Occupational safety is a priority for HHLA and we have set ourselves the goal of remaining a leader in this regard ■
- protecting the environment and sustainable business practices, promoting environmental awareness and accelerating the development and acceptance of environmentally-friendly technologies through HHLA's corporate and sustainability strategy ■

Moreover, HHLA actively encourages worker co-determination and safeguards both the freedom of association and the right to collective bargaining.

The risk-oriented business partner screening system that HHLA uses in the area of thirdparty compliance also contributes towards the early detection of potential human rights risks. The Supplier Code of Conduct used by HHLA for its suppliers specifically includes respect for human rights.

On the basis of the National Action Plan on Business and Human Rights, HHLA has issued a [Declaration of Principles for the Respect and Observance of Human Rights](https://hhla.de/fileadmin/download/investoren/corporategovernance/HHLA_General-declaration-on-human-rights.pdf) and for [Diver](https://hhla.de/fileadmin/download/investoren/corporategovernance/HHLA_Policy_statement-against-racism.pdf)[sity and the Condemnation of all Forms of Discrimination and Racism](https://hhla.de/fileadmin/download/investoren/corporategovernance/HHLA_Policy_statement-against-racism.pdf) . The new Diversity and Inclusion team started its work in 2023 and has already implemented various projects (including taking part in the Diversity Challenge, communication measures and training sessions). Another major focus area was the ongoing implementation of the requirements of the German Supply Chain Due Diligence Act (including risk analyses). On Diversity Day, HHLA signed the [Diversity Charter](https://hhla.de/en/career/hhla-as-a-company/we-are-diversity) , thereby reiterating its inherent commitment to equal opportunities within the company, among other things. Communication in the reporting period focused on the issues of diversity, inclusion, occupational safety and due diligence in the supply chain.

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### Combating corruption and bribery

A company can only achieve sustainable success if it behaves in a responsible and legally compliant manner. With this in mind, compliance with legal requirements and internal company guidelines is a key part of HHLA's corporate governance policy. Corporate governance declaration

HHLA strives to achieve this prime objective by establishing, coordinating and constantly enhancing its Group-wide compliance management system (CMS). It has also set itself the goal of identifying key compliance risks, assessing them on an ongoing basis, and minimising them by implementing suitable measures and processes. Furthermore, the CMS aims to raise awareness among HHLA Group employees regarding the need to comply with both the legal requirements relevant to their work and internal guidelines. By doing so, it sets out to foster an appropriate level of risk awareness within the workforce with a view to preventing compliance violations.

The functions of HHLA's CMS are carried out centrally by a Group Compliance Officer, who reports to the Executive Board member responsible for compliance – currently the Human Resources Officer or Labour Director – and the Supervisory Board's Audit Committee, as well as decentrally by local compliance contact partners and officers, who report to the Group Compliance Officer.

HHLA's CMS centres on a Code of Conduct that goes beyond the statutory requirements by formulating overriding principles on relevant topics for compliance, such as fair conduct in the competitive environment and dealing with conflicts of interest or sensitive corporate information. The HHLA Code of Conduct is available online at [www.hhla.de/compliance](https://hhla.de/en/investors/corporate-governance/compliance) .

Preventing corruption is another key issue addressed in the Code of Conduct. In the course of its activities, HHLA is constantly in contact with business partners and officials at different levels – especially in Germany, Central and Eastern Europe, and Asia. The aim of the in-depth anti-corruption guidelines is to help employees assess situations with potential corruption implications in their day-to-day work in order to effectively prevent corrupt behaviour and the associated consequences for both employees and the company. The anticorruption guidelines provide staff with the necessary knowledge about granting or accepting benefits to or from business partners and officials. Practical examples are used by way of illustration.

The Code of Conduct obliges employees to pass on any information they may have about misconduct at the company. Third parties can also report suspected violations to the compliance hotline (whistle-blower hotline). All information received is treated confidentially and callers can choose to remain anonymous. Moreover, the anti-corruption guidelines state that staff must seek advice or report violations if they have any doubts or suspicions.

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Training courses and internal corporate media constantly provide employees with information on important aspects of the Code of Conduct and associated issues, such as corruption prevention and how they are expected to behave in accordance with the anticorruption guidelines. During the reporting period, online training in anti-corruption topics was provided to employees in regular contact with business partners and officials. An awareness campaign was launched during the reporting period to raise employee awareness of the issue of drugs being illegally imported via seaports. HHLA works closely with the investigative authorities to help prevent and solve crime.

The number of incidents is constantly documented and monitored as part of the CMS using an internal reporting system. This enables the company to adjust its risk assessment or add more risk scenarios should there be an increase, for example, and to introduce appropriate measures, such as more communication and adapting processes in its internal control system.

The responsibility of each individual to comply with the provisions laid down by regulators, professional associations and the government, both within the company itself and in dealings with contractual partners, is also described in HHLA's in-house purchasing guidelines, in combination with HHLA's externally applicable purchasing guidelines. The focus here is on analysing and evaluating relationships with suppliers in terms of their reliability, quality, innovativeness, cost structures, economic stability, occupational safety, sustainability and compliance. Selecting suppliers on the basis of these criteria also helps to prevent corruption. Procurement and supplier management

HHLA continues to use a Supplier Code of Conduct. This is enshrined in the purchasing guidelines. The [Supplier Code of Conduct](https://hhla.de/fileadmin/download/zulieferer/HHLA_Supplier_Code_of_Conduct__English_version_1.0_2-20_.pdf) also includes anti-corruption regulations.

HHLA's IT-based business partner screening system also plays a part in preventing corruption by facilitating a risk-based assessment of HHLA's business partners, e.g. with regard to compliant behaviour in their international business dealings. Procurement and supplier management

The CMS – and in particular the area of anti-corruption – was audited and its effectiveness confirmed most recently in 2020/2021 by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, in accordance with IDW PS 980 and taking into account the requirements of ISO 19600.

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Not audited

### Supply chain

As a port and transport logistics company as well as a service provider, HHLA acts within the transport chains of its clients. HHLA's own supply chains are limited to procuring capital and consumer goods (e.g. locomotives and port handling equipment), which largely originate from countries within Europe. Procurement and supplier management

HHLA strives for a relationship characterised by integrity, fairness, responsibility and sustainability with its suppliers too and expects them to be guided by certain principles in their business activities. To enable this, HHLA has developed a Supplier Code of Conduct that sets out these principles and formulates what is clearly expected of suppliers – namely, that they adhere to legal requirements and that they conduct their activities in compliance with internationally recognised principles. Business partners and clients

HHLA's IT-based business partner screening system plays a part in reviewing that business partners conduct themselves with integrity by facilitating a risk-based assessment of HHLA's business partners, e.g. with regard to compliance and human rights components such as standards relating to occupational safety, prevention of corruption, environmental protection and sustainability.

This alignment with sustainability and compliance along the supply chain is an ongoing process and HHLA continuously enhances its guidelines and procedures accordingly. At the same time, HHLA ensures that the legal requirements are fulfilled and corresponding measures are implemented. To this end, HHLA continued to implement the requirements under the German Supply Chain Due Diligence Act (LkSG) during the reporting period.

Not audited

### Tax

#### Approach to taxation

Integrity and legally compliant conduct are firmly embedded within HHLA. This also applies to the fulfilment of its tax obligations. As a company with international activities, HHLA is subject to the tax laws of the respective national jurisdictions in which it operates. HHLA pays the taxes due in line with the relevant legal requirements of the countries in which the company operates. To this end, the Group has established structures and processes to ensure the continuous monitoring of and compliance with tax law requirements, and cultivates a transparent and open dialogue with the relevant tax authorities.

In 2023, the Group's effective tax rate stood at 33.6 % (previous year: 31.5 %). The income tax expense for the HHLA Group amounted to € 21.4 million in 2023 (previous year: € 61.1 million), of which around 37 % (previous year: 72 %) was attributable to Germany and around 63 % (previous year: 28 %) to the foreign subsidiaries.

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#### Tax compliance management system (TCMS)

An experienced team of tax experts in Hamburg and in the local subsidiaries ensures that potential tax risks are identified in good time. The monitoring process for compliance with tax requirements is an integral part of the internal control system (ICS). Risk and opportunity management

Tax risks may arise for HHLA as a result of tax audits, changes in tax legislation or other factors that may have an effect on the effective tax rate and liquidity. If tax burdens are expected by the company, they are taken into account – where they are quantifiable – by creating the relevant provisions.

In order to prevent potential tax risks, HHLA's tax processes are continually monitored and controlled by a tax compliance management system (TCMS). HHLA started implementing the TCMS in 2019. For domestic companies receiving tax consultancy services, it was completed and audited in 2023. The system is expected to be fully integrated, including in the foreign subsidiaries, in 2024. In doing so, the HHLA Group fulfils the requirement under German tax law for companies to implement such a compliance management system in order to protect the company and its legal representatives.

#### Reporting standards

As an international company with Group revenue of over € 750 million, HHLA is subject to the duty to report certain country-specific key figures. This is known as country-by-country reporting and is based on an initiative of the Organisation for Economic Cooperation and Development (OECD).

In this context, HHLA AG shares tax information every year with HGV for all Group companies located outside Germany as part of its legal requirement. This information includes revenue, earnings before taxes, income tax payments and the income taxes incurred, ensuring the transparent reporting of all company results and tax payments in the countries in which HHLA or its affiliated companies are active.

HHLA fully complies with the reporting and transparency requirements of the DAC6 reporting system introduced by the European Union (EU) and has implemented the relevant technical solutions.

HHLA started implementing a reporting system on global minimum taxation in 2023. The reporting system on global minimum taxation is expected to be fully integrated in 2024.

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Not audited

### Memberships and lobbying

HHLA's interests are mainly represented through memberships of associations such as Zentralverband der deutschen Seehafenbetriebe (ZDS), Hafen Hamburg Marketing (HHM), Unternehmensverband Hafen Hamburg (UVHH), Logistik-Initiative Hamburg (LIHH) and Industrieverband Hamburg (IVH). HHLA's lobbying activities are conducted transparently via the various EU, German and regional registers (where available).

Not audited

### Data protection

HHLA takes the protection of personal data very seriously and is committed to respecting every individual's right to informational self-determination. Within this context, HHLA complies with applicable data protection laws when processing the personal data of employees, customers, suppliers and other business partners.

Responsible behaviour is a prerequisite for data protection; for this reason, HHLA has implemented a data protection management system that aims to ensure compliance with legal regulations and its internal guidelines. The data protection unit is responsible for implementing and enhancing HHLA's data protection management system. Core elements include advising employees on all data protection-related queries and raising awareness about data protection issues. The data protection management system will continue to be optimised on an ongoing basis and adapted to any changes that may arise.

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## Corporate management declaration

The following section contains the joint corporate governance declaration by the Executive Board and Supervisory Board for HHLA and the Group in accordance with Section 289f and Section 315d of the German Commercial Code (HGB) in conjunction with Section 289f HGB.

### Implementation of the Code, declaration of compliance

Responsible and transparent corporate governance geared towards creating sustainable value added has always been a main foundation of HHLA's commercial success. HHLA therefore expressly supports the German Corporate Governance Code (hereinafter referred to as "the Code" or "GCGC") and the objectives that it pursues. The Executive Board and Supervisory Board once again carefully studied the recommendations and proposals of the Code in the 2023 financial year and submitted their annual declaration of compliance in accordance with Section 161 German Stock Corporation Act (AktG) on 14 December 2023. This confirms that the corporate governance and culture of HHLA and the Group comply with the recommendations and most of the proposals contained in the Code, with the exceptions outlined below.

The current declaration of compliance – as well as those of previous years – is available at [www.hhla.de/corporate-governance](https://hhla.de/en/investors/corporate-governance/compliance) and reads as follows:

"The Executive Board and Supervisory Board of Hamburger Hafen und Logistik AG hereby state after due examination that in the period starting 12 December 2022 (the date on which the previous declaration of compliance was issued), HHLA complied with the recommendations of the German Corporate Governance Code ("the Code" or "GCGC") in the version dated 28 April 2022 with the following exceptions. Furthermore, HHLA shall comply with the Code in the future with the following exceptions:

- a. Not all the members of the Executive Board and Supervisory Board currently comply with the limits on mandates as defined in recommendations C.4 and C.5 GCGC. When selecting candidates for the Executive Board and Supervisory Board, the Supervisory Board and the Personnel and Nomination Committees have always taken care to ensure that the individuals concerned have enough time to fulfil their commitments. This generally also means that they comply with the limits on mandates defined in recommendations C.4 and C.5. However, the Supervisory Board believes that the question of whether a member has sufficient time for their commitments must be answered according to the circumstances of the individual case. The number of mandates may be an indication, but should not be the only criterion, particularly since there may be added value for HHLA when its Board members hold other external mandates. The Supervisory Board therefore believes it is reasonable if members of the Supervisory Board or Executive Board exceed these limits in individual cases.
- b. With regard to the structure of Executive Board remuneration, the Code recommends, among other things, that the performance criteria for the variable remuneration components should be based primarily on strategic objectives and that the variable remuneration should consist of short- and long-term components, with the variable remuneration resulting from the achievement of long-term targets exceeding the share of short-term targets (G.1 second indent, G.6 and G.7). The long-term variable remuneration granted to each Executive Board member should largely be invested in

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company shares or otherwise based on the share price. The Executive Board member should only be able to access the long-term variable remuneration after four years (G.10). It is possible to withhold or claw back the variable remuneration in justified cases (G.11 sentence 2). If the service contract with an Executive Board member comes to an end, outstanding variable remuneration components for the period until the contract ends should be paid according to the originally agreed targets and comparative parameters and on the dates or after the holding periods defined in the contract (G.12). The remuneration system for the Executive Board of HHLA only complies with these recommendations to a limited degree. The variable remuneration for the HHLA Executive Board is essentially based on the achievement of certain key figures or targets – in particular, EBIT, ROCE and other ESG targets – for a three-year average comprising the current and the two previous financial years and does not therefore stipulate any subdivision into short-term and longterm components. There are no plans for share-based components, holding periods or withholding and clawback rights. The Supervisory Board is of the opinion that the variable remuneration of the HHLA Executive Board in its current form is already sufficiently geared towards the company's long-term performance. If any severance payment is made when a contract comes to a premature end, it is generally paid at the departure date. This enables a clear distinction to be made and avoids arguments at a later stage. The Annual General Meeting of 10 June 2021 approved the remuneration system for the Executive Board with a large majority (95.8 % of votes cast).

Hamburg, 14 December 2023

Hamburger Hafen und Logistik Aktiengesellschaft The Executive Board The Supervisory Board

### Remuneration report and remuneration system

The remuneration report for the 2023 financial year and the auditor's report in accordance with Section 162 AktG, the valid remuneration system in line with Section 87a (1) and (2) sentence 1 AktG and the most recent remuneration resolution in accordance with Section 113 (3) AktG are made publicly available at [www.hhla.de/corporategovernance](https://hhla.de/en/investors/corporate-governance/compliance) .

### Information about corporate governance practices

#### Structure and management of the Group

HHLA AG acts as the strategic management holding company for the Group. Its operating business is primarily conducted by domestic and foreign subsidiaries and associated firms. Compliance with the management's corporate governance requirements is ensured by internal company guidelines as well as provisions in the articles of association and rules of procedure for the subsidiaries and associated firms. Most subsidiaries also have their own supervisory or advisory boards that monitor and advise the executive boards of the respective companies. Group structure

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#### Governance systems

HHLA has internal control, risk and compliance management systems which are appropriate for the size of the company, the scope of its activities and its risk situation, and are focused on the continuous and systematic management of commercial risks and opportunities.

#### Governance systems of HHLA

Conceptual structure and overview

Image /page/155/Figure/8 description: The image shows a diagram of governance systems at HHLA. The diagram is divided into three lines of defense. The first line of defense consists of directors/organizational units, ICS (internal control system), RMS (risk management), and CMS (compliance management). The second line of defense consists of specifications, quality assurance, and implementation monitoring. The third line of defense consists of system monitoring. The diagram also shows the executive board, supervisory board/audit committee, internal audit, and auditor.

#### Compliance

Compliance with corporate guidelines and the statutory provisions relevant to the company's activities (hereinafter also referred to as "compliance") is regarded as an essential part of corporate governance at HHLA. The cornerstone of HHLA's compliance management system (CMS) is a Code of Conduct, which formulates overriding principles on topics with special relevance for compliance, such as conduct in the competitive environment, the prevention of corruption, discrimination and conflicts of interest, as well as the handling of sensitive corporate information and information subject to data privacy. The Code of Conduct is supplemented by further Group guidelines on such matters as corruption prevention and fair conduct. A Group-wide business partner screening system and a Supplier Code of Conduct also help to minimise compliance risks. The role of the Human Rights Officer (required by the German Supply Chain Due Diligence Act) is allocated by the Compliance department. [www.hhla.de/compliance](https://hhla.de/en/investors/corporate-governance/compliance)

#### Risk management system and internal control system

The risk management system (RMS) and the internal control system (ICS) are part of the entire planning, controlling and reporting process. The aim is to ensure that the company's management team can identify business-related risks at an early stage and implement measures to counteract them in a timely manner.

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The Internal Audit department conducts specific audits to ensure compliance with the legal requirements and company standards, and initiates appropriate measures where necessary. The elements of the ICS that are relevant for auditing the consolidated financial statements are also audited by external auditors as part of their audit of the financial statements. The external auditors also assess the early risk identification and monitoring system as part of their audit of the consolidated financial statements.

The HHLA Group's risk management system and internal control system are described in detail in the risk and opportunity report. Risk and opportunity management

Declaration of the appropriateness and effectiveness of the governance systems<sup>1</sup>

The Executive Board and Supervisory Board of HHLA regard the established internal control, risk and compliance management systems as appropriate and effective.

As part of the activities of the Internal Audit department, which examines all material business transactions on a regular basis, no contrary indications have been identified that give rise to the assumption that

- these corporate governance systems (individually or collectively) do not comply with German legal requirements in all material aspects, or ■
- the management report does not provide an accurate view of the company's position, or ■
- does not accurately present the risks regarding its future development. ■

The appropriateness and effectiveness is also confirmed by external audits of the individual system elements in accordance with the corresponding IDW standards. The CMS was audited in the 2021 reporting period and found to be appropriate and effective. The RMS was audited in accordance with IDW PS 981 during the 2022/2023 reporting period and found to be appropriate and effective. The documentation and monitoring processes for the ICS are currently being updated in line with extended regulatory requirements. These updates are due to be completed in March 2024. The regular ICS effectiveness audit in accordance with IDW PS 982 is planned for the 2024 financial year.

<sup>1</sup> This section provides information that does not fall within the scope of the management report and has not been audited as part of the annual report and consolidated financial statements.

#### Transparency

HHLA believes that informing shareholders and interested members of the public promptly about important issues is an integral part of good corporate governance. HHLA provides information about the company's economic position, as well as important company developments, particularly by means of its financial reporting (annual report, half-yearly financial report and interim statements), press conferences for analysts and financial press conferences, meetings with analysts and the press, press releases and ad hoc announcements as required, and its Annual General Meetings As a permanently available and up-to-date communication medium, the website [www.hhla.de](https://hhla.de/en/) provides all the relevant information in 

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both German and English. In addition to information about the HHLA Group and the HHLA share, it contains a financial calendar with an overview of the important dates. Furthermore, the Investor Relations department is available for all enquiries from shareholders, investors and analysts.

### The Executive Board of HHLA

#### Working methods of the Executive Board

In accordance with the stipulations of stock corporation law, HHLA has a dual system of management with an Executive Board as management body and a Supervisory Board as monitoring body. The Executive Board manages the company on its own responsibility. It determines the company's goals, corporate strategy, and Group policy and organisation. These tasks include, in particular, steering the Group and managing its planning and financing, implementing the HR strategy, appointing and developing managers while paying due consideration to diversity, and representing the company in respect of the capital markets and the general public. It also bears responsibility for appropriate and effective control systems (risk and opportunity management, the compliance management system and the internal control system including internal audit). Both the corporate strategy and Group planning include environmental and social objectives in addition to economic and financial objectives.

The Executive Board performs its duties as a collegial body. The members of the Executive Board work together as colleagues and inform each other on an ongoing basis of important developments in their respective areas of responsibility. Regardless of the overall responsibility to manage the company, the individual members of the Executive Board also bear responsibility for the departments assigned to them by Executive Board resolutions and pursuant to the schedule of responsibilities. Fundamental questions of organisation, business policy and corporate planning, as well as measures of greater significance, are discussed and decided upon by the full Executive Board. The Chairwoman of the Executive Board coordinates the work of the Executive Board. This is outlined in more detail in the Executive Board's rules of procedure.

The Executive Board works in a spirit of mutual trust with the Supervisory Board in the interests of the company. It provides the Supervisory Board with regular information on all matters that are relevant. These include, in particular, profitability, the current position and course of business, strategy, planning, the current risk position, risk management and compliance for both the Group and the company in each case. Certain measures and transactions that are particularly far-reaching – such as adopting the annual budget, initiating new areas of activity, acquiring or selling companies, and capital expenditure or financing measures above a certain amount – require the prior approval of the Supervisory Board. The Chairman of the Supervisory Board must be notified without undue delay of any important events of fundamental significance for the assessment of the position and development or the management of the company or the Group, including between meetings. The Chairman of the Supervisory Board is also regularly in touch with the Executive Board, especially the Chairwoman of the Executive Board, between meetings to discuss key issues and current

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developments, particularly questions of strategy and corporate development, as well as the company's risk position, risk management and compliance.

The members of the Executive Board are obligated to act in the company's interests and are bound by an extensive non-compete clause for the duration of their tenure. No member of the Executive Board is permitted to pursue personal interests when making decisions or to utilise business opportunities open to the company for personal gain. Other duties, especially Supervisory Board posts at companies outside the Group, require the approval of the Supervisory Board. Transactions of material importance between Group companies and members of the Executive Board and parties and companies related to them also require the approval of the Supervisory Board and must be performed on an arm's-length basis. Conflicts of interest concerning members of the Executive Board must be immediately disclosed to the Chairman of the Supervisory Board. The other members of the Executive Board must also be informed. There were no such transactions or conflicts of interest in the reporting year.

D&O insurance that meets the requirements of Section 93 (2) sentence 3 AktG has been taken out for the members of the Executive Board.

#### Composition and diversity

In accordance with Article 8 of the articles of association, HHLA's Executive Board must consist of at least two members. The Executive Board's members are appointed by the Supervisory Board. Together with the Executive Board, the Supervisory Board ensures there is a long-term succession plan in place and that diversity considerations are taken into account in the composition of the Executive Board. In the interests of outlining diversity aspects more precisely, the Supervisory Board has approved the following diversity concept for the Executive Board.

#### HHLA's current Executive Board

| Angela Titzrath                                                                                                                   | Jens Hansen                                       | Torben Seebold                                                                                                                                            | Annette Walter                                                                          |
|-----------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
| Chairwoman of the Executive<br>Board                                                                                              | Chairwoman of the Executive<br>Board              | Member of the Executive Board                                                                                                                             | Member of the Executive<br>Board1                                                       |
| Corporate development<br>Corporate communications<br>Sustainability<br>Container sales<br>Intermodal segment<br>Logistics segment | Operations2<br>Technology2<br>Information systems | Director of Labor Relations<br>Human resources<br>Purchasing and materials<br>management<br>Health and safety in the<br>workplace<br>Legal and insurance3 | Finance and controlling4<br>Investor relations<br>Internal audit<br>Real Estate segment |

1 Since 1 January 2024

2 Excluding Real Estate, for the Intermodal and Logistics segments in consultation with the Chairwoman of the Executive Board

3 Including Compliance

4 Including organisation

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#### Objective of the diversity concept

The Executive Board plays a central role in the ongoing development of HHLA and the Group. Along with the professional skills and experience of the Executive Board members, the Supervisory Board believes that diversity aspects play an important role in the sustainable development of the company. Different personalities, experiences and expertise prevent group thinking and facilitate a more holistic approach, thereby enriching the work of the Executive Board.

#### Diversity aspects

The Supervisory Board strives to ensure that the Executive Board is composed of members whose personal and professional backgrounds, experience and expertise complement one another so that the Executive Board as a whole can draw on the widest possible range of experience, knowledge and skills.

#### PROPORTION OF WOMEN ON THE EXECUTIVE BOARD

As HHLA's Executive Board comprises more than three people, its members must include at least one woman and one man in accordance with Section 76 (3a) AktG. Apart from this requirement, the Supervisory Board is guided by the principle of equal participation of women and men when appointing Executive Board members and actively pursues this objective, e.g. by specifically looking for female candidates to join the Executive Board.

#### QUALIFICATIONS AND PROFESSIONAL BACKGROUND

Diversity in the Executive Board is also reflected by members with different qualifications and career paths who can draw on a wide range of different experiences (such as industry background). Members with different qualifications, professional backgrounds and experiences are therefore actively welcomed. However, each Executive Board member must have the personal and professional skills and experience necessary to fulfil the responsibilities of an Executive Board member at an international, listed company and protect the HHLA Group's public image. Members of the Executive Board should also have an in-depth understanding of HHLA's business activities and are usually required to have several years of managerial experience.

Furthermore, with a view to HHLA's business model, at least one member should have specialist expertise in the following areas:

- strategy and strategic management; ■
- the logistics business, including the relevant markets and client needs; ■
- sales; ■
- operations and technology, including IT and digitalisation; ■
- the real estate business; ■
- sustainability/ESG (environmental, social, governance); ■
- legal affairs, corporate governance and compliance; ■
- human resources, especially HR management and staff development, as well as experience of codetermined structures; and ■

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finance, including financing, accounting, management control, risk management and internal control processes. ■

#### INTERNATIONAL ORIENTATION

As the Group's activities are international by their very nature, at least some of the members should have considerable international experience.

#### AGE

The age limit for Executive Board members is 67. There is no minimum age. However, Executive Board members are generally expected to have several years of managerial experience when they are appointed, which presupposes a certain amount of professional experience. Within this framework, a varied age structure within the Executive Board is targeted – in the interests of diversity and long-term succession planning – although age is deemed less important than the other criteria.

#### Progress of the implementation

The current composition of the Executive Board fulfils the targets set out above. The Executive Board currently comprises four people with different career paths, a wide range of experience and varying expertise, including members with considerable international experience. Through their training, professional background and experience, all members of the Executive Board have in-depth knowledge and expertise in the areas that are relevant to the company, especially the core areas of transport and logistics (specifically, port logistics), intermodal and real estate. The proportion of women was 33.3 % as of 31 December 2023 and is currently 50 % following the appointment of Annette Walter as of 1 January 2024. The age limit is not exceeded by any member.

#### Long-term succession planning for the Executive Board

Together with the Executive Board, the Supervisory Board develops long-term succession planning. With regard to the Supervisory Board, this duty is chiefly performed by the Personnel Committee. Based on the objectives for the composition and expertise of members set out in the diversity concept, a profile of requirements is compiled for each Executive Board position. The requirement profiles, the responsibilities and the performance of the Executive Board members are regularly reviewed by the Personnel Committee – following consultation with the Executive Board/individual Executive Board members – with regard to the current environment, the course of business, the corporate strategy and the areas of expertise represented on the Executive Board.

A further key component of long-term succession planning is the identification and further development of internal candidates for future management roles. It is the responsibility of the Executive Board to identify potential candidates at an early stage so that they can be systematically developed with increasing levels of responsibility and needs-based training. Ideally, there should always be internal candidates on the shortlist whenever new positions need to be filled.

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During specific appointment processes, the Personnel Committee and the Supervisory Board will consider not only the aforementioned diversity objectives but also all the circumstances of the individual case. Where necessary, the Supervisory Board will also draw on the support of HR consultants.

### The Supervisory Board of HHLA

#### Working methods of the Supervisory Board

The Supervisory Board decides on the composition of the Executive Board. It oversees the management of the company by the Executive Board and provides advice on corporate governance; in all cases, this also includes in particular matters relating to sustainability. The Supervisory Board is involved in fundamental and important decisions. Measures and transactions of fundamental importance require the approval of the Supervisory Board in accordance with the Executive Board's rules of procedure. Its other main tasks include the examination and adoption of the annual financial statements and the approval of the consolidated financial statements.

The tasks and internal organisation of the Supervisory Board and its committees are based on the law, the articles of association and the rules of procedure of the Supervisory Board, which are available on HHLA's website at [www.hhla.de/corporategovernance](https://hhla.de/en/investors/corporate-governance) and [www.hhla.de/supervisory-board](https://hhla.de/en/company/management/supervisory-board) . The GCGC also contains recommendations on the Supervisory Board's work. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board and represents its interests externally.

Supervisory Board members are obligated to act in the company's interests. No member of the Supervisory Board is permitted to pursue personal interests when making decisions or to utilise business opportunities open to the company for personal gain. Conflicts of interest must be immediately disclosed to the Chairman of the Supervisory Board. The Supervisory Board provides information on conflicts of interest and their treatment in its Report of the Supervisory Board. If a member of the Supervisory Board has significant conflicts of interest that are not merely temporary, this should result in the termination of their mandate. Consultancy agreements or any other contracts for services or works between a member of the Supervisory Board and the company require the approval of the Supervisory Board. There were no such agreements in the 2023 financial year.

The members of the Supervisory Board are covered by the company's existing directors' and officers' liability insurance (D&O insurance).

#### Committees

The Supervisory Board carries out its work both in full council and in committees. The standing committees and their responsibilities are set out in the Supervisory Board's rules of procedure. The chairpersons of the committees regularly report on the work of their respective committees at the following Supervisory Board meeting. The Supervisory Board currently has six standing committees: the Finance Committee, Audit Committee, Personnel Committee, Nomination Committee, Arbitration Committee and Real Estate Committee.

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Following the announcement by Port of Hamburg Beteiligungsgesellschaft SE that it would issue a voluntary public takeover bid to the shareholders of HHLA, the Supervisory Board also set up a Takeover Committee as a temporary body in September 2023.

#### Finance Committee

Members: Dr. Sibylle Roggencamp (Chair), Stefan Koop (Deputy Chair), Alexander Grant, Dr. Norbert Kloppenburg, Susana Pereira Ventura (until 17 January 2024), Prof. Dr. Burkhard Schwenker

Responsibilities: The Finance Committee prepares Supervisory Board meetings and resolutions of major financial importance, such as equity acquisitions/disposals, resolutions to be adopted concerning significant borrowing and lending, the assumption of guarantees for third-party liabilities, financial investments and other financial transactions. It also deals with the quarterly reports on the course of business and with planning and investment issues, such as the budget and medium-term planning.

#### Audit Committee

Members: Dr. Norbert Kloppenburg (Chair), Alexander Grant (Deputy Chair), Stefan Koop, Dr. Isabella Niklas (until 21 December 2023), Susana Pereira Ventura (until 17 January 2024), Prof. Dr. Burkhard Schwenker

Responsibilities: The Audit Committee is mainly concerned with auditing accounts and monitoring the accounting process, the effectiveness of the internal control system, the risk management system, the internal audit system and compliance. It monitors the auditing of the annual financial statements and its effectiveness, which includes checking the independence of the auditor and any non-audit services, and regularly evaluates the quality of the audit. It is also responsible for preparing the process of electing the auditor (including any shortlisting procedures) and deciding on external reviews of non-financial statements and reports.

#### Real Estate Committee

Members: Dr. Isabella Niklas (Chair) (until 31 December 2023), Franziska Reisener (Deputy Chair), Alexander Grant, Holger Heinzel, Dr. Sibylle Roggencamp, Prof. Dr. Burkhard Schwenker

Responsibilities: The Real Estate Committee is responsible for all issues, reports and decisions that relate either wholly or overwhelmingly to the Real Estate subgroup (S division). In particular, this includes decisions on transactions subject to an approval requirement, examining and preparing the Supervisory Board's decision on the adoption of the annual financial statements, as well as the approval of the consolidated financial statements, and the proposal on the appropriation of profit insofar as these relate to the Real Estate subgroup.

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#### Personnel Committee

Members: Prof. Dr. Rüdiger Grube (Chair), Berthold Bose (Deputy Chair), Stefan Koop, Franziska Reisener, Andreas Rieckhof, Dr. Sibylle Roggencamp

Responsibilities: The Personnel Committee prepares the personnel decisions to be taken by the Supervisory Board and, together with the Executive Board, ensures that a long-term succession plan is in place. It prepares the Supervisory Board resolution on the remuneration system for Executive Board members and the specification of remuneration for individual members, represents the company, where legally permissible, in other legal transactions with Executive Board members and decides on approving the appointment of authorised signatories.

#### Nomination Committee

Members: Prof. Dr. Rüdiger Grube (Chair), Andreas Rieckhof (Deputy Chair), Dr. Sibylle Roggencamp

Responsibilities: In line with the statutory requirements, the rules of procedure, the recommendations of the Code, the skills and requirements matrix for the Supervisory Board and the targets adopted regarding its composition, the Nomination Committee proposes suitable candidates to the Supervisory Board to stand for election at the Annual General Meeting as shareholder representatives on the Supervisory Board.

#### Arbitration Committee

Members: Prof. Dr. Rüdiger Grube (Chair), Berthold Bose (Deputy Chair), Stefan Koop, Andreas Rieckhof

Responsibilities: The Arbitration Committee performs the duties defined in Section 31 (3) of the German Co-Determination Act (MitbestG). This entails making proposals to the Supervisory Board for appointing members of the Executive Board if the statutory majority of two thirds of the Supervisory Board members' votes is not reached after the first round of voting.

#### Takeover Committee

Members: Prof. Dr. Rüdiger Grube (Chair), Berthold Bose (Deputy Chair), Holger Heinzel, Dr. Norbert Kloppenburg, Stefan Koop, Prof. Dr. Burkhard Schwenker

Responsibilities: The Takeover Committee is responsible for all matters and decisions in relation to the takeover bid by Port of Hamburg Beteiligungsgesellschaft SE. This includes, in particular, preparations and decisions relating to the reasoned statement to be issued in accordance with Section 27 WpÜG, the decision on the agreement to conclude a business 

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combination agreement with the bidder, and the decision on other resolutions that are solely or primarily concerned with the takeover bid (or any competing bids).

#### Composition and diversity

In accordance with the company's articles of association, Sections 95 and 96 AktG and Section 7 MitbestG, the Supervisory Board consists of six shareholder representatives elected by the Annual General Meeting and six employee representatives elected in accordance with MitbestG.

In view of the various requirements and recommendations relating to Supervisory Board composition, the Supervisory Board of HHLA regularly updates its requirement profile for the Supervisory Board. In addition to key legal requirements and the recommendations of the GCGC concerning the composition of the Supervisory Board, the requirement profile includes the Supervisory Board's own objectives for its composition, the skills profile for the Board as a whole in line with the GCGC, and the diversity concept for the Supervisory Board, including the disclosures pursuant to Section 289f (2) no. 6 HGB.

#### Requirement profile

Objective of the requirement profile

The Supervisory Board strives for a composition which ensures it is capable of monitoring and advising the Executive Board professionally at all times. The Supervisory Board believes that, in addition to professional and personal requirements, diversity aspects also play an important role for the effective work of the Supervisory Board, and thus for the sustainable development of the company. Different personalities, experiences and expertise prevent group thinking and facilitate a more holistic approach, thereby enriching the Supervisory Board's work. The objectives below therefore serve as guidelines for long-term succession planning and the selection of suitable candidates. They also provide transparency with regard to the key appointment criteria.

Requirements for individual members

#### GENERAL REQUIREMENTS

Each Supervisory Board member should have the personal and professional skills and experience necessary to fulfil the responsibilities of a Supervisory Board member at an international, listed company and protect the HHLA Group's public image. In view of this, each Supervisory Board member should fulfil the following requirements:

- sufficient professional knowledge, i.e. the ability to perform the duties which are normally handled by the Supervisory Board; ■
- commitment, integrity and personality; ■
- a general understanding of HHLA's business activities, including the market environment and clients' needs; ■
- corporate or operational experience for shareholder representatives, this should ideally take the form of experience from working in company management teams, occupying a managerial position or sitting on supervisory bodies. ■

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#### AVAILABLE TIME

Each Supervisory Board member ensures that they have enough time to fulfil their Supervisory Board commitments. In particular, it must be taken into account that there are usually four to six Supervisory Board meetings per year, which each need adequate preparation. Membership of one or more of the committees requires additional time for preparation and attendance of committee meetings. Lastly, additional extraordinary meetings of the Supervisory Board or the committees may become necessary to deal with special topics.

#### LIMITS ON MANDATES

Members of the HHLA Supervisory Board who sit on the executive board of a listed company should, as a rule, not serve on the supervisory boards of more than two listed non-Group companies or hold comparable positions and should not serve as the supervisory board chairman of a listed non-Group company. Members of the HHLA Supervisory Board who do not sit on the executive board of a listed company should, as a rule, not hold more than five such external mandates, with the role of supervisory board chairman counting twice in this regard. In particular, comparable positions are mandates in the supervisory bodies of foreign listed companies or mandates in the supervisory bodies of companies that are subject to statutory co-determination. On the other hand, membership of the supervisory or advisory boards of smaller companies usually requires a much smaller (time) commitment, meaning that mandates of this kind are generally not regarded as comparable positions.

#### AGE LIMIT AND DURATION OF MEMBERSHIP

Candidates proposed for election to the Supervisory Board should generally be under the age of 70 at the time of election. As a rule, members should not serve more than three full terms on the Supervisory Board.

Requirements and objectives for the Supervisory Board as a whole

With regard to the composition of the Supervisory Board as a whole, the Supervisory Board strives to ensure that it is composed of members whose personal and professional backgrounds, experience and expertise complement one another so that the Supervisory Board as a whole can draw on the widest possible range of experience and specialist knowledge. This also serves to promote diversity.

#### GENERAL REQUIREMENTS

The Supervisory Board of HHLA must always be composed in such a way that its members have the necessary knowledge, skills and industry expertise to fulfil the Supervisory Board's responsibilities properly. Furthermore, the members of the Supervisory Board as a whole must be familiar with the transport and logistics industries – especially the port logistics and intermodal sectors – and the real estate industry, and at least one member of the Supervisory Board must have expertise in the field of accounting and another must have expertise in the auditing of financial statements.

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#### SPECIFIC KNOWLEDGE AND EXPERIENCE

The Supervisory Board of HHLA as a whole should cover all the areas of expertise necessary to perform its duties effectively. In line with the company's business model, this specifically includes in-depth knowledge and experience in:

- managing a large or medium-sized listed company which operates internationally; ■
- the transport and logistics business, ideally in the port logistics and intermodal sectors, including the relevant markets and clients' needs; ■
- operations and technology, including IT systems, information technology and digitalisation; ■
- the real estate business, specifically letting office space in the Hamburg area; ■
- legal affairs, corporate governance and compliance; ■
- management control and risk management in the area of finance; ■
- the auditing of financial statements; ■
- accounting, including the application of accounting principles and internal control processes; ■
- sustainability/ESG (environmental, social, governance). ■

The Supervisory Board strives for a composition whereby at least one member is qualified to provide advice on each of the aspects listed above.

#### INDEPENDENCE AND CONFLICTS OF INTEREST

Given HHLA's specific commercial situation and ownership structure, the Supervisory Board regards it as appropriate that more than half of the shareholder representatives – including the Chairman of the Supervisory Board, the Chairman of the Audit Committee and the Chairman of the Personnel Committee – are independent of the company and of the Executive Board. Furthermore, the Supervisory Board should include at least two members from the Group of shareholder representatives – including the Chairman of the Audit Committee – who are also independent of the controlling shareholder (see recommendations C.6 to C.10 GCGC).

To prevent potential conflicts of interest, no more than two former Executive Board members should sit on the Supervisory Board. Moreover, the Supervisory Board should not include anyone who holds a seat on an executive body or performs an advisory role at any organisation in direct competition with the company or who has personal relations with a direct competitor. If a member of the Supervisory Board has significant conflicts of interest that are not merely temporary, this should result in the termination of their mandate.

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#### DIVERSITY

HHLA's Supervisory Board consists of at least 30 % women and 30 % men. Furthermore, the Supervisory Board has set itself the medium-term goal of ensuring that 50 % of its shareholder representatives are women.

In addition to this, diversity in the Supervisory Board is reflected by shareholder representatives with different career paths and fields of activity who can draw on a wide range of different experiences (such as training or industry background). In the interests of diversity, the Supervisory Board strives for a composition whereby its members complement one another with their backgrounds, experience and expertise. It also strives to ensure that some of its members have international experience.

#### Progress of the implementation

The Supervisory Board's current composition fulfils the targets set out above.

The Supervisory Board is composed of people with different career paths, a wide range of experience and varying expertise, including members with considerable international experience. Through their training, professional background and experience, all members of the Supervisory Board have in-depth knowledge and expertise in the areas that are relevant to the company, especially the core business areas of transport and logistics (specifically, port logistics), intermodal and real estate.

33.3 % of Supervisory Board members are women and thus the proportion exceeded 30 %. Only Prof. Dr. Rüdiger Grube exceeded the age limit at the last election. No member has served for more than twelve years on the Supervisory Board. Most members comply with the limits on mandates.

According to the Supervisory Board, all shareholder representatives are independent of the company and the Executive Board, although the Supervisory Board would like to mention as a precaution that HHLA maintains significant business relations with Hamburg Port Authority AöR, which, as an institution under public law, is regulated by the Hamburg Ministry of Finance and the Hamburg Ministry for Economics and Innovation, where the Supervisory Board members Dr. Sibylle Roggencamp and Andreas Rieckhof also hold posts. Furthermore, the Chairman of the Supervisory Board, Prof. Dr. Rüdiger Grube, the Chairman of the Audit Committee, Dr. Norbert Kloppenburg, and Prof. Dr. Burkhard Schwenker are also independent of the controlling shareholder. The Supervisory Board therefore has three fully independent members as per the GCGC; this corresponds to 50 % of the shareholder side or 25 % of the entire Supervisory Board. Moreover, the Supervisory Board is of the opinion that the two union representatives on the employee side are also to be seen as independent; on this basis, the proportion of independent members of the Supervisory Board amounts to 41.7 %.

The skills of individual Supervisory Board members are presented in the following qualifications matrix.

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To our stakeholders Management report Financial statements Further information

### Qualification matrix – skills and experience of the members of the Supervisory Board

|                                                 | General requirements & diversity |     |                                    |                                       |                    | Sector knowledge    |                 |                | Professional competences |                                           |                           |                                  |                             |                                                                  |                                                           |        |                   |                              |
|-------------------------------------------------|----------------------------------|-----|------------------------------------|---------------------------------------|--------------------|---------------------|-----------------|----------------|--------------------------|-------------------------------------------|---------------------------|----------------------------------|-----------------------------|------------------------------------------------------------------|-----------------------------------------------------------|--------|-------------------|------------------------------|
|                                                 | Length<br>of<br>service1         | Age | Manage-<br>ment<br>experi-<br>ence | Inter-<br>national<br>experi-<br>ence | Indepen-<br>dence2 | (Port)<br>Logistics | Inter-<br>modal | Real<br>estate | Strategy                 | Oper-<br>ations<br>and<br>techno-<br>logy | Marke-<br>ting &<br>sales | Investors<br>& capital<br>market | IT &<br>digitali-<br>sation | Legal,<br>Corpo-<br>rate<br>Gover-<br>nance &<br>Compli-<br>ance | Finance,<br>Control-<br>ling &<br>Risk<br>manage-<br>ment | Audit3 | Control-<br>ling3 | Sustain-<br>ability<br>/ESG4 |
| Prof. Dr. Rüdiger<br>Grube                      | 6.5                              | 72  | ✓                                  | ✓                                     | ✓                  | ✓                   | ✓               | –              | ✓                        | ✓                                         | ✓                         | ✓                                | ✓                           | ✓                                                                | ✓                                                         | –      | –                 | ✓                            |
| Berthold Bose                                   | 6.5                              | 60  | ✓                                  | ✓                                     | n.a.               | ✓                   | –               | –              | ✓                        | ✓                                         | –                         | –                                | ✓                           | –                                                                | –                                                         | –      | –                 | ✓                            |
| Alexander Grant                                 | 1.5                              | 42  | –                                  | –                                     | n.a.               | ✓                   | –               | ✓              | –                        | ✓                                         | –                         | ✓                                | ✓                           | –                                                                | ✓                                                         | –      | –                 | ✓                            |
| Holger Heinzel                                  | 1.5                              | 54  | ✓                                  | ✓                                     | n.a.               | ✓                   | ✓               | ✓              | ✓                        | –                                         | –                         | ✓                                | –                           | –                                                                | ✓                                                         | ✓      | ✓                 | ✓                            |
| Dr. Norbert<br>Kloppenburg                      | 11.5                             | 67  | ✓                                  | ✓                                     | ✓                  | ✓                   | ✓               | –              | ✓                        | –                                         | –                         | ✓                                | –                           | ✓                                                                | ✓                                                         | 5      | ✓                 | ✓                            |
| Stefan Koop                                     | 1.5                              | 44  | –                                  | –                                     | n.a.               | ✓                   | –               | –              | –                        | ✓                                         | –                         | –                                | –                           | ✓                                                                | ✓                                                         | –      | –                 | ✓                            |
| Bettina Lentz<br>(since 22.02.2024)             | 0                                | 62  | ✓                                  | ✓                                     | –                  | ✓                   | –               | ✓              | ✓                        | –                                         | –                         | –                                | ✓                           | ✓                                                                | ✓                                                         | –      | ✓                 | ✓                            |
| Dr. Isabella Niklas                             | 5.5                              | 51  | ✓                                  | ✓                                     | –                  | ✓                   | –               | ✓              | ✓                        | –                                         | –                         | –                                | ✓                           | ✓                                                                | ✓                                                         | –      | –                 | ✓                            |
| Franziska Reisener                              | 1.5                              | 37  | –                                  | –                                     | n.a.               | ✓                   | –               | ✓              | –                        | ✓                                         | –                         | –                                | ✓                           | –                                                                | ✓                                                         | –      | –                 | –                            |
| Andreas Rieckhof                                | 3.5                              | 64  | ✓                                  | ✓                                     | –                  | ✓                   | –               | ✓              | ✓                        | –                                         | ✓                         | –                                | ✓                           | ✓                                                                | ✓                                                         | –      | –                 | ✓                            |
| Dr. Sibylle<br>Roggencamp                       | 11.5                             | 56  | ✓                                  | –                                     | –                  | ✓                   | ✓               | ✓              | ✓                        | –                                         | –                         | ✓                                | –                           | ✓                                                                | ✓                                                         | –      | ✓                 | ✓                            |
| Prof. Dr. Burkhard<br>Schwenker                 | 4.5                              | 65  | ✓                                  | ✓                                     | ✓                  | ✓                   | ✓               | ✓              | ✓                        | –                                         | ✓                         | ✓                                | –                           | –                                                                | ✓                                                         | –      | 6                 | ✓                            |
| Maren Ulbrich<br>(since 22.02.2024)             | 0                                | 41  | ✓                                  | ✓                                     | n.a.               | ✓                   | –               | –              | –                        | ✓                                         | –                         | –                                | –                           | ✓                                                                | ✓                                                         | –      | –                 | ✓                            |
| Susana Pereira<br>Ventura<br>(until 17.01.2024) | 1.5                              | 38  | –                                  | ✓                                     | n.a.               | ✓                   | –               | –              | –                        | ✓                                         | –                         | –                                | ✓                           | –                                                                | ✓                                                         | –      | –                 | ✓                            |

1 As of 31. Dezember 2023

2 Independence in the sense of recommendations C.6 para. 2, i.e. independent of the company, the board and the controlling shareholder.

3 In each case within the meaning of § 100 para. 5 in conjunction with Sec 107 para. Sec 107 para. 4 AktG and recommendation D.3 DCGK.

4 See also Sustainability topics for the Management and Supervisory Board in this section.

5 Chairman of the Audit Committee, the expertise derives in particular from Dr Norbert Kloppenburg's many years of service on the Executive Board of of KfW Bankengruppe. Added to this is his many years of experience as Chairman of the Audit Committee of the HHLA Supervisory Board.

6 Member of the Audit Committee, the expertise derives in particular from Prof. Dr Burkhard Schwenker's many years of service as Chairman of the Supervisory Board and member of the Risk Committee of the Supervisory Board of Hamburger Sparkasse AG (Haspa) and as a member of the Supervisory Board of Bankhaus M.M. Warburg & CO.

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#### Self-assessment and further information

The most recent self-assessment with external assistance was carried out in summer 2023 with the aid of an independent consultant. Overall, cooperation was rated very good and efficient. Moreover, the Supervisory Board works continuously to further improve the efficiency of its activities.

#### Further information

Further information on the composition of the Supervisory Board, the activities of the Supervisory Board and its committees, as well as on the Supervisory Board's cooperation with the Executive Board in the reporting period, can be found in the Report of the Supervisory Board. The rules of procedure for the Supervisory Board and curricula vitae for the serving members of the Supervisory Board, which also contain information on the career path and other mandates/significant activities of the Supervisory Board member concerned and which are updated annually, are published on the company's website at [www.hhla.de](https://hhla.de/en/) .

#### Sustainability topics for the Executive Board and Supervisory Board

Sustainability has been an integral part of HHLA's business model since the company was established. Strategy and management and [www.hhla.de/sustainability](https://hhla.de/en/company/sustainability)

The evaluation of the impact of social and environmental factors on the company, the impact of business activities on people and the environment, the associated risks and opportunities and the definition of the sustainability strategy and its implementation are first and foremost matters for the Executive Board. Within the Executive Board, the Chairwoman is responsible for this topic. The Executive Board is supported in these matters by the corporate staff department Sustainability/Energy Management, which has Group-wide responsibility for sustainability topics, collects information centrally and reports directly to the Chairwoman of the Executive Board, who, in turn, informs the entire Executive Board.

A materiality analysis was conducted to systematically identify and measure the influence and impact of sustainability-related topics, as well as the relevant risks and opportunities. The risks and opportunities are also measured and updated on a continuous basis through the risk and opportunity management system.

Based on the results of the materiality analysis and the general business strategy, the Executive Board defines the corporate sustainability strategy, coordinates with the Supervisory Board and ensures that it is implemented. In line with the findings of the materiality analysis, the existing "Balanced Logistics" sustainability strategy aims to find the right balance between economic success, good working conditions, social responsibility, and environmental and climate protection. Major aspects include identifying and establishing sustainable business models, making a contribution towards climate protection – particularly in the form of reducing carbon emissions as well as expanding intermodal traffic as a climatefriendly mode of transport – maintaining good, safe working conditions and safeguarding compliance. Strategy and management

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In order to track the implementation of strategy, the Executive Board sets targets and determines relevant key performance indicators (KPIs). To date, the Executive Board has established three KPIs; namely, achieving climate-neutral status (Scope 1 and 2) by 2040 and, as interim targets, halving CO<sup>2</sup> emissions by 2030, increasing the proportion of goods transported by rail – the more climate-friendly option – to 2 million TEU by 2023, and maintaining the number of employees throughout the Group. The progress made in achieving these targets is regularly tracked using the KPIs before being reported to the Executive Board. Sustainability-related topics are also embedded in the remuneration plan for the Executive Board via the relevant sustainability components. [https://hhla.de/en/investors/corporate](https://hhla.de/en/investors/corporate-governance/remuneration)[governance/remuneration](https://hhla.de/en/investors/corporate-governance/remuneration)

Sustainability topics are also part of the Supervisory Board's remit to monitor and advise the Executive Board. The entire Supervisory Board is responsible for performing this task. To this end, it regularly discusses and coordinates the sustainability strategy with the Executive Board, which also includes the targets and KPIs. The Executive Board regularly reports to the Supervisory Board about the status of the target attainment. As part of this regular reporting, the Supervisory Board is also informed about the material impacts of social and environmental factors on the company, the impact of business activities on people and the environment, as well as the associated risks and opportunities. Unlike the Executive Board, the remuneration plan for the Supervisory Board does not include any sustainability-related components; instead, Supervisory Board members receive fixed remuneration.

As a result of their professional experience, the members of the Executive Board and Supervisory Board have in-depth expertise in matters relating to sustainability, particularly with regard to those topics identified as being of specific relevance to HHLA, such as climate protection and the shift towards carbon-neutrality, good and safe working conditions and ensuring compliance. Their expertise is continually developed and expanded through regular training on sustainability topics, most recently in a training session in November 2022 and an in-depth discussion of sustainability topics as part of the strategy meeting in September 2023. Furthermore, the Executive Board, and – if required – also the Supervisory Board, can call on internal expertise. In addition to the corporate staff department Sustainability/Energy Management, support is also available from the Corporate Sustainability Board in particular, which is made up of representatives from different departments to provide cross-functional advice on sustainability matters. Other specialist departments, such as Health and Safety, or Compliance, may also be consulted. Where necessary, or where it makes sense to do so, external expertise can also be called upon, such as in the context of certifications or market comparisons.

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### Disclosures in accordance with Section 289f (2) nos. 4 and 5 HGB

In accordance with Section 96 (2) AktG, the Supervisory Board of HHLA consists of at least 30 % women and 30 % men. There are currently four female members on the Supervisory Board, two of whom are shareholder representatives and two of whom are employee representatives. Women therefore now account for 33.3 % of both the shareholder representatives and the employee representatives on the Supervisory Board. The legal requirements, i.e. at least 30 % men and 30 % women, or four respectively (rounded off), are therefore met.

In accordance with Section 76 (3a) AktG, HHLA's Executive Board must include at least one woman and one man if it comprises more than three people. This requirement was met throughout the entire reporting period. With the appointment of Annette Walter on 1 January 2024, the proportion of women on the Executive Board is now 50 %.

In terms of the target quota for women at the two management levels below the Executive Board, the Executive Board set a target quota during the 2022 financial year – following the deadline for meeting the previous targets – of four women in the first management level below the Executive Board (corresponding to approximately 30 % of 13 positions) and ten women for the second management level (corresponding to approximately 33.3 % of 30 positions). The deadline for achieving both targets is 31 December 2026. As of 31 December 2023, there were five women on the first level and eight women on the second management level.

### Shareholders and the Annual General Meeting

Shareholders exercise their rights, in particular their voting rights, at the Annual General Meeting. The Annual General Meeting is held within the first eight months of each financial year. Each share entitles its holder to one vote at the Annual General Meeting. There are no shares with multiple voting rights, no preference shares and no caps on voting rights.

Shareholders may exercise their voting rights at the Annual General Meeting in person, by appointing a representative of their choice or by giving voting instructions to proxies designated by the company. The articles of association also authorise the Executive Board to hold the Annual General Meeting as a virtual AGM as defined in Section 118a AktG – i.e. without the physical attendance of shareholders or their proxies at the location of the meeting – and to allow shareholders to attend the Annual General Meeting and to exercise individual or all shareholder rights, even if they are not present at the venue of the Annual General Meeting and without naming a proxy, by means of electronic communication (online participation), and/or to cast their vote in writing or by means of electronic communication (postal vote). The invitation to the Annual General Meeting includes the type of Annual General Meeting (in-person or virtual), the participation conditions, the voting procedure (including proxy voting) and the rights of shareholders. In addition, the company has set up a hotline for shareholders' questions.

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The reports and documents required by law for the Annual General Meeting, including the Annual Report, are published on the company's website at [www.hhla.de/](https://hhla.de/en/investors/events/annual-general-meeting/annual-general-meeting-2023) [hauptversammlung](https://hhla.de/en/investors/events/annual-general-meeting/annual-general-meeting-2023) together with the agenda. Information on attendance at the Annual General Meeting and the voting results can likewise be found on the company's website after the Annual General Meeting.

### Accounting and auditing

The separate financial statements of HHLA (parent company) are prepared in line with the accounting regulations of the German Commercial Code (HGB). The consolidated financial statements and interim statements comply with the International Financial Reporting Standards (IFRS) applicable in the European Union and the additional requirements of German commercial law pursuant to Section 315e (1) HGB. This Annual Report provides further information on IFRS in the notes to the consolidated financial statements, General notes. The appropriation of profits is based solely on the separate financial statements of the parent company. The audit conducted includes an extended audit as stipulated under Section 53 of the German Budgetary Principles Act (HGrG). This requires an audit and assessment of the propriety of the company's management and its financial situation as part of the audit of the annual financial statements.

The choice and appointment of the auditing firm, the monitoring of its independence and the additional services it provides are all performed in accordance with the statutory provisions. In addition, arrangements have been made with the auditor of the separate financial statements and consolidated financial statements for the 2023 financial year – Pricewaterhouse-Coopers GmbH Wirtschaftsprüfungsgesellschaft, Hamburg – for the chairman of the Audit Committee to be informed immediately of any possible grounds for exclusion or bias arising during the audit, insofar as these are not rectified without delay. The auditor should also report immediately on any findings or incidents that are of significance for the Supervisory Board's remit which come to their attention during the audit of the financial statements. Furthermore, the auditor is obliged to inform the Supervisory Board and record in their report if – when conducting the audit – they identify facts that indicate that the declaration of compliance as per Section 161 AktG is incorrect.

## Additional information on takeover law and explanatory notes

1. The subscribed capital of the company amounts to € 75,219,438.00. It is divided into 75,219,438 registered no-par-value shares with a pro rata share of the company's share capital of € 1.00. Of this amount, 72,514,938 are class A shares and 2,704,500 are class S shares. The class S shares constitute only shareholdings in the net profit/loss and net assets of the S division, while the class A shares constitute only shareholdings in the net profit/loss and net assets of the A division. The S division comprises the part of the company that deals with the acquisition, holding, selling, letting, management and development of properties not specific to port handling (Real Estate subgroup). All other parts of the company make up the A division (Port Logistics subgroup). The dividend entitlement of holders of class S shares is

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based on the proportion of the distributable profit for the year attributable to the S division, and the dividend entitlement of holders of class A shares is based on the remaining proportion of distributable profit for the year (Article 4 (1) of the articles of association). Each share entitles the holder to one vote at the Annual General Meeting (Article 20 (1) of the articles of association) and gives the holder the rights and responsibilities laid down in the German Stock Corporation Act (AktG) and the articles of association. If the statutory provisions require a special resolution to be adopted by holders of a given class of shares, only the holders of that class of shares are entitled to vote.

2. To the Executive Board's knowledge there are no restrictions on voting rights or the transfer of shares, including those arising from agreements between shareholders.

3. Details on direct or indirect capital shareholdings which entitle the holder to more than 10 % of the voting rights can be found in the notes to the consolidated financial statements, no. 35 Equity and notes to the consolidated financial statements, no. 48 Related party disclosures

4. There are no shares with special rights granting powers of control.

5. Employees who hold stakes in the company's equity exercise their shareholders' rights at their own discretion. There is no control of the voting rights.

6.1 As per Article 8 sentence 1 of the company's articles of association, the Executive Board consists of two or more people. Members of the Executive Board are appointed and dismissed by the Supervisory Board in accordance with Section 84 AktG in conjunction with Section 31 MitbestG and Article 8 of the articles of association.

6.2 Amendments to the articles of association can be made by means of a resolution passed by the Annual General Meeting. In line with Sections 179 and 133 AktG and Article 22 of the articles of association, a simple majority of votes cast at the Annual General Meeting is sufficient for amending the articles of association. If a capital majority is required in addition to a majority of votes, a simple majority of the share capital represented when the resolution is passed is adequate. Where the law prescribes a larger voting or capital majority for specific amendments to the articles of association, the legally required majority applies. In accordance with Article 11 (4) of the articles of association, the Supervisory Board is authorised to decide on amendments to the articles of association that relate only to the wording. If an amendment to the articles of association in the event of a capital increase or steps taken in accordance with the German Reorganisation of Companies Act (UmwG) is designed to change the relationship between class A and class S shares, special resolutions by the class A and class S shareholders affected are required as per Section 138 AktG. Amendments to the articles of association become effective when they are recorded in the commercial register.

7.1 Subject to the approval of the Supervisory Board, the Executive Board is authorised under Article 3 (4) of the articles of association to increase the company's share capital until 15 June 2027 by up to € 36,257,469.00 by issuing up to 36,257,469 new registered class A shares by subscription in cash and/or in kind in one or more stages (Authorised Capital I, see Article 3 (4) of the articles of association). The statutory subscription rights of class

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S shareholders shall be excluded. The Executive Board is additionally authorised, subject to the approval of the Supervisory Board, to exclude the statutory subscription rights of class A shareholders in those cases covered in more detail in the resolution, such as issue for contributions in kind or issue in return for cash, provided the issue price is not substantially lower than the stock exchange price of those class A shares which are already listed at the time of the issue, and provided the new class A shares do not account for more than 10 % of the share capital. Furthermore, the issue of new class A shares, while excluding the subscription rights of class A shareholders, is limited to a total of 10 % of the share capital attributable to class A shares. All class A shares issued or that could be issued under other authorisations with the exclusion of subscription rights count towards this 10 % limit.

7.2 Subject to the approval of the Supervisory Board, the Executive Board is additionally authorised under Article 3 (5) of the articles of association to increase the company's share capital until 15 June 2027 by up to € 1,352,250.00 by issuing up to 1,352,250 new registered class S shares by subscription in cash and/or in kind in one or more stages (Authorised Capital II, see Article 3 (5) of the articles of association). The statutory subscription rights of holders of class A shares are excluded. The Executive Board is authorised, with the approval of the Supervisory Board, to exclude the statutory subscription rights of holders of class S shares as is necessary to equalise fractional amounts.

7.3 The Annual General Meeting on 18 June 2019 authorised the Executive Board, subject to the approval of the Supervisory Board, to issue on one or more occasions up to 17 June 2024 bearer or registered bonds with warrants or convertible bonds or combinations of these instruments (hereinafter known collectively as "debenture bonds") and to grant the bearers or creditors of the debenture bonds warrants or conversion rights for up to 10,000,000 new registered class A shares in the company, each representing € 1.00 of the share capital, subject to the detailed terms of the debenture bonds. The total nominal amount of the debenture bonds issued under this authorisation may not exceed € 300,000,000.00. The debenture bonds are to be divided into partial debentures of the same class, each with equal rights. The respective terms of the debenture bonds may also provide for a warrant or conversion obligation as well as an issuer put option to provide class A shares in the company as of the end of the term or at an earlier date. Class S shareholders' subscription rights are excluded. Subject to the approval of the Supervisory Board, class A shareholders' subscription rights to the debentures can also be excluded in full or in part in order to equalise fractional amounts, to grant subscription rights to the holders or creditors of outstanding warrants and/or debenture bonds and to the extent that debenture bonds are issued for cash, whereby debenture bonds with rights, options or obligations to convert them into class A shares or an issuer put option for class A shares may account for no more than 10 % of the share capital attributable to class A shares. Furthermore, the issue excluding the subscription rights of class A shareholders is limited to a total of 10 % of the share capital attributable to class A shares. All class A shares issued or that could still be issued under other authorisations with the exclusion of subscription rights count towards this 10 % limit. Conditional capital of € 10,000,000.00 is available to service warrants and conversion rights and obligations as well as any tender rights. This allows up to 10,000,000 new registered class A shares to be issued (see Article 3 (6) of the articles of association).

{175}------------------------------------------------

7.4 The Annual General Meeting on 10 June 2021 authorised the Executive Board, with the approval of the Supervisory Board, to purchase class A treasury shares for any permissible purpose up to a maximum of 10 % of the company's share capital attributable to class A shares at the time of the resolution – or, if lower, at the time that the authorisation is exercised, until 9 June 2026. At the discretion of the Executive Board, the purchase may be made via the stock exchange by way of a public offer made to all class A shareholders or by way of a public invitation to submit sales offers. In addition to selling class A shares in the company acquired under existing or prior authorisations via the stock exchange or offering them to all class A shareholders in proportion to their shareholdings, the Executive Board was also authorised – subject to the approval of the Supervisory Board – to use these shares for all legally permissible purposes. This includes in particular selling shares in exchange for a cash consideration at a price that is not significantly lower than the market price of shares in the company with the same rights at the time of the sale, using shares to settle rights or obligations of bearers or creditors resulting from convertible bonds or bonds with warrants issued by the company or by affiliated companies in accordance with Sections 15 et seqq. AktG, transferring or offering shares for sale to employees of the company or to employees or members of the executive bodies of an associated company under Sections 15 et seqq. AktG, the sale of shares in return for contributions in kind, as well as redeeming shares, even in a simplified process in accordance with Section 237 (3–5) AktG. In the above cases – excluding redemption – the rights of class A shareholders to tender or subscribe for treasury shares are also excluded; the tender and subscription rights of class S shareholders are generally excluded. With the exception of shares sold in return for contributions in kind or the redemption of shares, the class A shares sold or used while excluding subscription rights may not exceed 10 % of the share capital attributable to class A shares.

Further details of the authorisations described in sections 7.1 to 7.4, particularly the conditions for the purchase or issue of shares, the possibilities to exclude subscription rights and their limits, can be found in the corresponding authorisation resolutions and – for the authorisations listed in sections 7.1 to 7.3 – in Article 3 of the articles of association.

7.5 Under Article 6 of the articles of association and Section 237 (1) AktG, the company is authorised to redeem class A or S shares against payment of appropriate compensation if and to the extent that the shareholders whose shares are to be redeemed have given their consent.

8. The following material agreements include regulations that apply in the case of a change of control, as may result from a takeover bid:

In September 2015, the company took out several promissory note loans with a total volume of € 53 million and issued registered bonds with a combined nominal value of € 22 million. After the company repaid a total of € 33 million in promissory note loans in 2022 and 2023, partial repayments for the remaining promissory note loans will be due before 30 September 2025, and for the registered bonds repayments, before 30 September 2030. In October 2018, the company took out further promissory note loans with a total volume of € 80 million and issued further registered bonds with a combined nominal value of € 20 million. The individual promissory note loans will be due for repayment between

{176}------------------------------------------------

5 October 2025 and 5 October 2028. The registered bonds are due for repayment on 5 October 2033. Should there be a change of control at HHLA, the holders of registered bonds and the creditors of promissory note loans, or relevant tranches thereof, are entitled to demand early repayment. In the case of debenture bonds and loans, or relevant tranches thereof from 2015, however, the relevant bondholder or loan creditor is only entitled to demand such early repayment if it is deemed unreasonable to continue. A change of control can be said to have taken place if the Free and Hanseatic City of Hamburg directly or indirectly holds less than 50.1 % of the voting rights in HHLA.

The company concluded a loan agreement in September 2021 for a loan of € 60 million to finance the refurbishment and development of buildings in Hamburg's Speicherstadt historical warehouse district. If there is a change of control at HHLA, the lender is entitled to terminate the contract without notice. A change of control can be said to have taken place if the stake in the share capital of HHLA attributable to the Free and Hanseatic City of Hamburg (including via indirect interests) falls below 50 %.

The company concluded a loan agreement in September 2022 for a loan of € 90 million to finance capital expenditure in the Port Logistics subgroup. If there is a change of control at HHLA, the lender is entitled to terminate the contract without notice. A change of control can be said to have taken place if the Free and Hanseatic City of Hamburg directly or indirectly holds less than 50.1 % of the shares or voting rights in HHLA.

The company concluded a loan agreement in December 2023 for a syndicated, revolving loan of initially € 200 million for general financing, including the funding of capital expenditure in the Port Logistics subgroup. If there is a change of control at HHLA, the lenders are entitled to terminate the agreement without notice. A change of control can be said to have taken place if the Free and Hanseatic City of Hamburg no longer directly or indirectly holds more than 50.0 % of the shares or voting rights in HHLA.

Moreover, the service contracts of the Executive Board members include a provision that states they are entitled to severance pay if their Executive Board mandate is terminated due to a change of control or comparable circumstances. Section 9

9. The service contracts of the members of the Executive Board contain a clause that provides for the payment of compensation to the respective Executive Board member in the event of them losing their Executive Board seat without good cause – including termination due to a change of control which may happen, for instance, following a voluntary or mandatory takeover offer. The compensation is limited to a maximum of two annual salaries (including other benefits) and not more than the total remuneration for the remaining term of the service contract.

The provisions described above are standard practice at comparable listed companies. Their intention is not to complicate any possible takeover attempts.

{177}------------------------------------------------

## Statement of the Executive Board

Under the circumstances known to the Executive Board at the time the transactions listed in the related parties report in accordance with Section 312 AktG were carried out or actions were committed or omitted, the company received adequate consideration for the transactions and was not disadvantaged by committing or refraining from said actions.

In accordance with Article 4 of the articles of association, and with corresponding application of the provisions of Section 312 AktG, the Executive Board must prepare a report on the relationships between the A division and the S division. Under the circumstances known to the Executive Board at the time the transactions specified in the report on the relationships between the A division and the S division were completed, both divisions received appropriate consideration. Any expenses and income that could not be attributed directly to any one division were divided among the divisions in line with the articles of association. No steps were taken or omitted at the behest or in the interests of the other division in each case.

Hamburg, 26 February 2024 Hamburger Hafen und Logistik Aktiengesellschaft The Executive Board

A. Titzworth

J. Hansen

T. Qull

A. Walter

Angela Titzrath Jens Hansen Torben Seebold Annette Walter

Annette Walter

Some of the disclosures in the management report – including statements on revenue and earnings trends as well as on possible changes in the sector or the financial position – contain forward-looking statements. These statements are based on the current best estimates and assumptions of the company. Depending on whether uncertain events materialise, HHLA's actual results, including its earnings and financial position, may differ materially from those explicitly or implicitly assumed or described in these statements.

{178}------------------------------------------------

# Consolidated financial statements

| Income statement                               | 180 |
|------------------------------------------------|-----|
| Statement of comprehensive income              | 180 |
| Balance sheet                                  | 183 |
| Cash flow statement                            | 186 |
| Statement of changes in equity                 | 189 |
| Segment report                                 | 192 |
| Notes to the consolidated financial statements | 193 |
| Assurance of the legal representatives         | 289 |
| Annual financial statements of HHLA AG         | 290 |
| Independent auditor's report                   | 293 |
| Audit opinion                                  | 304 |

{179}------------------------------------------------

#### Income statement – HHLA Group

| in € thousand                                                              | Note | 2023      | 2022      |
|----------------------------------------------------------------------------|------|-----------|-----------|
| Revenue                                                                    | 8.   | 1,446,771 | 1,578,351 |
| Changes in inventories                                                     | 9.   | 483       | 3,338     |
| Own work capitalised                                                       | 10.  | 6,645     | 6,105     |
| Other operating income                                                     | 11.  | 73,602    | 46,374    |
| Cost of materials                                                          | 12.  | -485,119  | -484,581  |
| Personnel expenses                                                         | 13.  | -556,659  | -570,502  |
| Other operating expenses                                                   | 14.  | -197,932  | -182,831  |
| Earnings before interest, taxes, depreciation and<br>amortisation (EBITDA) |      | 287,790   | 396,254   |
| Depreciation and amortisation                                              | 15.  | -178,401  | -175,851  |
| Earnings before interest and taxes (EBIT)                                  |      | 109,389   | 220,403   |
| Earnings from associates accounted for using the equity method             | 16.  | 4,890     | 4,853     |
| Interest income                                                            | 16.  | 6,775     | 2,773     |
| Interest expenses                                                          | 16.  | -57,249   | -33,838   |
| Other financial result                                                     | 16.  | -4        | -         |
| Financial result                                                           | 16.  | -45,588   | -26,213   |
| Earnings before tax (EBT)                                                  |      | 63,802    | 194,190   |
| Income tax                                                                 | 18.  | -21,430   | -61,131   |
| Profit after tax                                                           |      | 42,372    | 133,059   |
| of which attributable to non-controlling interests                         | 19.  | 22,408    | 40,375    |
| of which attributable to shareholders of the parent company                |      | 19,964    | 92,685    |
| Earnings per share, basic and diluted, in €                                | 20.  |           |           |
| HHLA Group                                                                 |      | 0.27      | 1.23      |
| Port Logistics subgroup                                                    |      | 0.12      | 1.13      |
| Real Estate subgroup                                                       |      | 4.17      | 3.93      |

#### Statement of comprehensive income – HHLA Group

| in € thousand                                                  | Note | 2023     | 202      |
|----------------------------------------------------------------|------|----------|----------|
| Profit after tax                                               |      | 42,372   | 133,053  |
| Components which cannot be transferred to the income statement |      |          |          |
| Actuarial gains/losses                                         | 36.  | - 14,157 | 158,18   |
| Deferred taxes                                                 | 18.  | 4,457    | - 51,071 |
| Total                                                          |      | - 9,699  | 107,111  |
| Components which can be transferred to the income statement    |      |          |          |
| Cash flow hedges                                               | 47.  | - 11     | - 12     |
| Foreign currency translation differences                       |      | - 830    | - 8,141  |
| Deferred taxes                                                 | 18.  | - 2      | 10       |
| Other                                                          |      | 759      | 8        |
| Total                                                          |      | - 85     | - 8,081  |
| Income and expense recognised directly in equity               |      | - 9,784  | 99,021   |
| Total comprehensive income                                     |      | 32,588   | 232,081  |
| of which attributable to non-controlling interests             |      | 22,045   | 43,921   |
| of which attributable to shareholders of the parent company    |      | 10,543   | 188,161  |

{180}------------------------------------------------

#### Income statement – HHLA subgroups

|  | in € thousand; Port Logistics subgroup and |  |  |
|--|--------------------------------------------|--|--|
|  |                                            |  |  |

| Real Estate subgroup;<br>annex to the notes                                | 2023<br>Group | 2023<br>Port Logistics | 2023<br>Real Estate | 2023<br>Consolidation |
|----------------------------------------------------------------------------|---------------|------------------------|---------------------|-----------------------|
| Revenue                                                                    | 1,446,771     | 1,408,868              | 46,490              | - 8,587               |
| Changes in inventories                                                     | 483           | 483                    | 0                   | 0                     |
| Own work capitalised                                                       | 6,645         | 5,548                  | 0                   | 1,097                 |
| Other operating income                                                     | 73,602        | 67,727                 | 8,171               | - 2,296               |
| Cost of materials                                                          | - 485,119     | - 476,524              | - 9,398             | 803                   |
| Personnel expenses                                                         | - 556,659     | - 554,090              | - 2,569             | 0                     |
| Other operating expenses                                                   | - 197,932     | - 190,006              | - 16,911            | 8,985                 |
| Earnings before interest, taxes, depreciation and<br>amortisation (EBITDA) | 287,790       | 262,007                | 25,783              | 0                     |
| Depreciation and amortisation                                              | - 178,401     | - 169,105              | - 9,647             | 352                   |
| Earnings before interest and taxes (EBIT)                                  | 109,389       | 92,902                 | 16,136              | 352                   |
| Earnings from associates accounted for using the equity method             | 4,890         | 4,890                  | 0                   | 0                     |
| Interest income                                                            | 6,775         | 4,977                  | 1,957               | - 159                 |
| Interest expenses                                                          | - 57,249      | - 53,146               | - 4,262             | 159                   |
| Other financial result                                                     | - 4           | - 4                    | 0                   | 0                     |
| Financial result                                                           | - 45,588      | - 43,283               | - 2,305             | 0                     |
| Earnings before tax (EBT)                                                  | 63,802        | 49,619                 | 13,831              | 352                   |
| Income tax                                                                 | - 21,430      | - 18,537               | - 2,806             | - 87                  |
| Profit after tax                                                           | 42,372        | 31,082                 | 11,026              | 265                   |
| of which attributable to non-controlling interests                         | 22,408        | 22,408                 | 0                   |                       |
| of which attributable to shareholders of the parent company                | 19,964        | 8,674                  | 11,291              |                       |
| Earnings per share, basic and diluted, in €                                | 0.27          | 0.12                   | 4.17                |                       |

#### Statement of comprehensive income – HHLA subgroups

| in € thousand; Port Logistics subgroup and                        |          |                |             |               |
|-------------------------------------------------------------------|----------|----------------|-------------|---------------|
| Real Estate subgroup;                                             | 2023     | 2023           | 2023        | 2023          |
| annex to the notes                                                | Group    | Port Logistics | Real Estate | Consolidation |
| Profit after tax                                                  | 42,372   | 31,082         | 11,026      | 26,838        |
| Components which cannot be transferred to the<br>income statement |          |                |             |               |
| Actuarial gains/losses                                            | - 14,157 | - 13,884       | - 273       |               |
| Deferred taxes                                                    | 4,457    | 4,369          | 88          |               |
| Total                                                             | - 9,699  | - 9,514        | - 185       |               |
| Components which can be transferred to the<br>income statement    |          |                |             |               |
| Cash flow hedges                                                  | - 11     | - 93           | 82          |               |
| Foreign currency translation differences                          | - 830    | - 830          | 0           |               |
| Deferred taxes                                                    | - 2      | 24             | - 26        |               |
| Other                                                             | 759      | 759            | 0           |               |
| Total                                                             | - 85     | - 140          | 55          |               |
| Income and expense recognised directly in equity                  | - 9,784  | - 9,654        | - 130       |               |
| Total comprehensive income                                        | 32,588   | 21,427         | 10,896      | 26,802        |
| of which attributable to non-controlling interests                | 22,045   | 22,045         | 0           |               |
| of which attributable to shareholders of the parent company       | 10,543   | - 618          | 11,161      |               |

{181}------------------------------------------------

#### Income statement – HHLA subgroups

|  | in € thousand; Port Logistics subgroup and |  |  |
|--|--------------------------------------------|--|--|
|  |                                            |  |  |

| Real Estate subgroup;<br>annex to the notes                                | 2022<br>Group | 2022<br>Port Logistics | 2022<br>Real Estate | 2022<br>Consolidation |
|----------------------------------------------------------------------------|---------------|------------------------|---------------------|-----------------------|
| Revenue                                                                    | 1,578,351     | 1,542,253              | 44,138              | - 8,040               |
| Changes in inventories                                                     | 3,338         | 3,338                  | 0                   | 0                     |
| Own work capitalised                                                       | 6,105         | 4,870                  | 0                   | 1,235                 |
| Other operating income                                                     | 46,374        | 41,653                 | 6,581               | - 1,860               |
| Cost of materials                                                          | - 484,581     | - 476,345              | - 9,014             | 778                   |
| Personnel expenses                                                         | - 570,502     | - 567,846              | - 2,656             | 0                     |
| Other operating expenses                                                   | - 182,831     | - 178,291              | - 12,427            | 7,887                 |
| Earnings before interest, taxes, depreciation and<br>amortisation (EBITDA) | 396,254       | 369,632                | 26,621              | 0                     |
| Depreciation and amortisation                                              | - 175,851     | - 168,023              | - 8,179             | 351                   |
| Earnings before interest and taxes (EBIT)                                  | 220,403       | 201,609                | 18,442              | 351                   |
| Earnings from associates accounted for using the equity method             | 4,853         | 4,853                  | 0                   | 0                     |
| Interest income                                                            | 2,773         | 2,801                  | 54                  | - 82                  |
| Interest expenses                                                          | - 33,838      | - 31,376               | - 2,545             | 82                    |
| Other financial result                                                     | - 1           | - 1                    | 0                   | 0                     |
| Financial result                                                           | - 26,213      | - 23,722               | - 2,491             | 0                     |
| Earnings before tax (EBT)                                                  | 194,190       | 177,887                | 15,951              | 352                   |
| Income tax                                                                 | - 61,131      | - 55,447               | - 5,597             | - 87                  |
| Profit after tax                                                           | 133,059       | 122,440                | 10,354              | 265                   |
| of which attributable to non-controlling interests                         | 40,375        | 40,375                 | 0                   |                       |
| of which attributable to shareholders of the parent company                | 92,685        | 82,066                 | 10,619              |                       |
| Earnings per share, basic and diluted, in €                                | 1.23          | 1.13                   | 3.93                |                       |

#### Statement of comprehensive income – HHLA subgroups

| in € thousand; Port Logistics subgroup and                        |          |                |             |               |
|-------------------------------------------------------------------|----------|----------------|-------------|---------------|
| Real Estate subgroup;                                             | 2022     | 2022           | 2022        | 2022          |
| annex to the notes                                                | Group    | Port Logistics | Real Estate | Consolidation |
| Profit after tax                                                  | 133,059  | 122,440        | 10,354      | 265           |
| Components which cannot be transferred to the income<br>statement |          |                |             |               |
| Actuarial gains/losses                                            | 158,184  | 156,516        | 1,668       |               |
| Deferred taxes                                                    | - 51,072 | - 50,534       | - 538       |               |
| Total                                                             | 107,112  | 105,982        | 1,130       |               |
| Components which can be transferred to the<br>income statement    |          |                |             |               |
| Cash flow hedges                                                  | - 123    | 946            | - 1,069     |               |
| Foreign currency translation differences                          | - 8,147  | - 8,147        | 0           |               |
| Deferred taxes                                                    | 103      | - 242          | 345         |               |
| Other                                                             | 84       | 84             | 0           |               |
| Total                                                             | - 8,084  | - 7,360        | - 724       |               |
| Income and expense recognised directly in equity                  | 99,028   | 98,622         | 406         |               |
| Total comprehensive income                                        | 232,088  | 221,063        | 10,760      | 265           |
| of which attributable to non-controlling interests                | 43,923   | 43,923         | 0           |               |
| of which attributable to shareholders of the parent company       | 188,165  | 177,140        | 11,025      |               |

{182}------------------------------------------------

### Balance sheet – HHLA Group

| in € thousand                                    | Note | 31.12.2023       | 31.12.2022       |
|--------------------------------------------------|------|------------------|------------------|
| ASSETS                                           |      |                  |                  |
| Intangible assets                                | 22.  | 182,300          | 124,445          |
| Property, plant and equipment                    | 23.  | 1,927,085        | 1,814,607        |
| Investment property                              | 24.  | 232,917          | 226,834          |
| Associates accounted for using the equity method | 25.  | 17,614           | 18,672           |
| Non-current financial assets                     | 26.  | 31,816           | 19,759           |
| Deferred taxes                                   | 18.  | 99,868           | 74,065           |
| <b>Non-current assets</b>                        |      | <b>2,491,599</b> | <b>2,278,385</b> |
| Inventories                                      | 27.  | 34,478           | 34,520           |
| Trade receivables                                | 28.  | 164,598          | 206,127          |
| Receivables from related parties                 | 29.  | 50,481           | 86,884           |
| Current financial assets                         | 30.  | 4,416            | 4,360            |
| Other non-financial assets                       | 31.  | 40,801           | 39,214           |
| Income tax receivables                           | 32.  | 26,269           | 4,988            |
| Cash, cash equivalents and short-term deposits   | 33.  | 197,531          | 116,435          |
| Non-current assets held for sale                 | 34.  | 0                | 0                |
| <b>Current assets</b>                            |      | <b>518,573</b>   | <b>492,534</b>   |
| <b>Balance sheet total</b>                       |      | <b>3,010,172</b> | <b>2,770,919</b> |
|                                                  |      |                  |                  |
| <b>EQUITY AND LIABILITIES</b>                    |      |                  |                  |
| Subscribed capital                               |      | 75,220           | 75,220           |
| Port Logistics subgroup                          |      | 72,515           | 72,515           |
| Real Estate subgroup                             |      | 2,705            | 2,705            |
| Capital reserve                                  |      | 179,122          | 179,718          |
| Port Logistics subgroup                          |      | 178,616          | 179,212          |
| Real Estate subgroup                             |      | 506              | 506              |
| Retained earnings                                |      | 529,693          | 566,462          |
| Port Logistics subgroup                          |      | 463,645          | 505,754          |
| Real Estate subgroup                             |      | 66,048           | 60,708           |
| Other comprehensive income                       |      | - 32,076         | - 22,921         |
| Port Logistics subgroup                          |      | - 32,014         | - 22,988         |
| Real Estate subgroup                             |      | - 62             | 67               |
| Non-controlling interests                        |      | 55,344           | 74,835           |
| Port Logistics subgroup                          |      | 55,344           | 74,835           |
| Real Estate subgroup                             |      | 0                | 0                |
|                                                  |      |                  |                  |
| <b>Equity</b>                                    | 35.  | <b>807,302</b>   | <b>873,313</b>   |
| Pension provisions                               | 36.  | 358,148          | 336,735          |
| Other non-current provisions                     | 37.  | 134,357          | 151,756          |
| Non-current liabilities to related parties       | 40.  | 396,435          | 431,357          |
|                                                  |      |                  |                  |
| Non-current financial liabilities                | 38.  | 863,802          | 623,332          |
| Deferred taxes                                   | 18.  | 37,078           | 28,689           |
| <b>Non-current liabilities</b>                   |      | <b>1,789,820</b> | <b>1,571,869</b> |
| Other current provisions                         | 37.  | 27,737           | 29,512           |
| Trade liabilities                                | 39.  | 113,690          | 111,789          |
| Current liabilities to related parties           | 40.  | 91,278           | 49,988           |
| Current financial liabilities                    | 38.  | 115,501          | 81,434           |
| Other non-financial liabilities                  | 41.  | 62,031           | 51,220           |
| Income tax liabilities                           | 42.  | 2,813            | 1,794            |
| <b>Current liabilities</b>                       |      | <b>413,050</b>   | <b>325,737</b>   |
| Balance sheet total                              |      | 3,010,172        | 2,770,919        |

{183}------------------------------------------------

#### Balance sheet – HHLA subgroups

| in € thousand; Port Logistics subgroup and       |                     |                              |                           |                             |
|--------------------------------------------------|---------------------|------------------------------|---------------------------|-----------------------------|
| Real Estate subgroup;                            | 31.12.2023          | 31.12.2023                   | 31.12.2023                | 31.12.2023                  |
| annex to the notes                               | Group               | Port Logistics               | Real Estate               | Consolidation               |
| <b>ASSETS</b>                                    |                     |                              |                           |                             |
| Intangible assets                                | 182,300             | 182,275                      | 25                        | 0                           |
| Property, plant and equipment                    | 1,927,085           | 1,899,645                    | 15,660                    | 11,779                      |
| Investment property                              | 232,917             | 11,887                       | 242,595                   | - 21,566                    |
| Associates accounted for using the equity method | 17,614              | 17,614                       | 0                         | 0                           |
| Non-current financial assets                     | 31,816              | 27,640                       | 4,177                     | 0                           |
| Deferred taxes                                   | 99,868              | 112,550                      | 0                         | - 12,683                    |
| Non-current assets                               | 2,491,599           | 2,251,612                    | 262,457                   | - 22,470                    |
| Inventories                                      | 34,478              | 34,449                       | 30                        | 0                           |
| Trade receivables                                | 164,598             | 163,296                      | 1,302                     | 0                           |
| Receivables from related parties                 | 50,481              | 41,594                       | 12,361                    | - 3,474                     |
| Current financial assets                         | 4,416               | 3,946                        | 469                       | 0                           |
| Other non-financial assets                       | 40,801              | 39,998                       | 802                       | 0                           |
| Income tax receivables                           | 26,269              | 29,922                       | 0                         | - 3,653                     |
| Cash, cash equivalents and short-term deposits   | 197,531             | 141,618                      | 55,913                    | 0                           |
| Non-current assets held for sale                 | 0                   | 0                            | 0                         | 0                           |
| Current assets                                   | 518,573             | 454,824                      | 70,877                    | - 7,127                     |
| Balance sheet total                              | 3,010,172           | 2,706,435                    | 333,334                   | - 29,597                    |
| <b>EQUITY AND LIABILITIES</b>                    |                     |                              |                           |                             |
| Subscribed capital                               | 75,220              | 72,515                       | 2,705                     | 0                           |
| Capital reserve                                  | 179,122             | 178,616                      | 506                       | 0                           |
| Retained earnings                                | 529,693             | 463,645                      | 73,398                    | - 7,350                     |
| Other comprehensive income                       | - 32,076            | - 32,014                     | - 62                      | 0                           |
| Non-controlling interests                        | 55,344              | 55,344                       | 0                         | 0                           |
| Equity                                           | 807,302             | 738,106                      | 76,547                    | - 7,350                     |
| Pension provisions                               | 358,148             | 353,434                      | 4,714                     | 0                           |
| Other non-current provisions                     | 134,357             | 130,732                      | 3,625                     | 0                           |
| Non-current liabilities to related parties       | 396,435             | 388,673                      | 7,762                     | 0                           |
| Non-current financial liabilities                | 863,802             | 672,911                      | 190,891                   | 0                           |
| Deferred taxes                                   | 37,078              | 29,506                       | 22,691                    | - 15,120                    |
| Non-current liabilities                          | 1,789,820           | 1,575,257                    | 229,682                   | - 15,120                    |
| Other current provisions                         | 27,737              | 27,719                       | 18                        | 0                           |
| Trade liabilities                                | 113,690             | 101,275                      | 12,415                    | 0                           |
| in € thousand; Port Logistics subgroup and       |                     |                              |                           |                             |
| Real Estate subgroup;<br>annex to the notes      | 31.12.2022<br>Group | 31.12.2022<br>Port Logistics | 31.12.2022<br>Real Estate | 31.12.2022<br>Consolidation |
| ASSETS                                           |                     |                              |                           |                             |
| Intangible assets                                | 124,449             | 124,417                      | 31                        | 0                           |
| Property, plant and equipment                    | 1,814,607           | 1,785,893                    | 16,512                    | 12,202                      |
| Investment property                              | 226,834             | 18,359                       | 230,814                   | - 22,339                    |
| Associates accounted for using the equity method | 18,672              | 18,672                       | 0                         | 0                           |
| Non-current financial assets                     | 19,759              | 15,529                       | 4,230                     | 0                           |
| Deferred taxes                                   | 74,065              | 87,804                       | 0                         | - 13,739                    |
| Non-current assets                               | 2,278,385           | 2,050,674                    | 251,588                   | - 23,876                    |
|                                                  |                     |                              |                           |                             |
| Inventories                                      | 34,526              | 34,488                       | 38                        | 0                           |
| Trade receivables                                | 206,127             | 205,209                      | 918                       | 0                           |
| Receivables from related parties                 | 86,884              | 75,119                       | 12,966                    | - 1,201                     |
| Current financial assets                         | 4,360               | 4,203                        | 156                       | 0                           |
| Other non-financial assets                       | 39,214              | 38,355                       | 860                       | 0                           |
| Income tax receivables                           | 4,988               | 6,778                        | 0                         | - 1,790                     |
| Cash, cash equivalents and short-term deposits   | 116,435             | 115,511                      | 924                       | 0                           |
| Non-current assets held for sale                 | 0                   | 0                            | 0                         | 0                           |
| Current assets                                   | 492,534             | 479,663                      | 15,862                    | - 2,991                     |
| Balance sheet total                              | 2,770,919           | 2,530,337                    | 267,450                   | - 26,868                    |
|                                                  |                     |                              |                           |                             |
| EQUITY AND LIABILITIES                           |                     |                              |                           |                             |
| Subscribed capital                               | 75,220              | 72,515                       | 2,705                     | 0                           |
| Capital reserve                                  | 179,718             | 179,212                      | 506                       | 0                           |
| Retained earnings                                | 566,462             | 505,754                      | 68,322                    | - 7,615                     |
| Other comprehensive income                       | - 22,921            | - 22,988                     | 67                        | 0                           |
| Non-controlling interests                        | 74,835              | 74,835                       | 0                         | 0                           |
| Equity                                           | 873,313             | 809,328                      | 71,600                    | - 7,615                     |
|                                                  |                     |                              |                           |                             |
| Pension provisions                               | 336,735             | 332,254                      | 4,481                     | 0                           |
| Other non-current provisions                     | 151,756             | 148,107                      | 3,650                     | 0                           |
| Non-current liabilities to related parties       | 431,357             | 422,594                      | 8,763                     | 0                           |
| Non-current financial liabilities                | 623,332             | 501,923                      | 121,409                   | 0                           |
| Deferred taxes                                   | 28,689              | 21,077                       | 23,873                    | - 16,261                    |
| Non-current liabilities                          | 1,571,869           | 1,425,955                    | 162,175                   | - 16,261                    |
|                                                  |                     |                              |                           |                             |
| Other current provisions                         | 29,512              | 29,492                       | 20                        | 0                           |
| Trade liabilities                                | 111,789             | 102,554                      | 9,235                     | 0                           |
| Current liabilities to related parties           | 49,988              | 46,567                       | 4,621                     | - 1,201                     |
| Current financial liabilities                    | 81,434              | 64,690                       | 16,745                    | 0                           |
| Other non-financial liabilities                  | 51,220              | 50,328                       | 891                       | 0                           |
| Income tax liabilities                           | 1,794               | 1,423                        | 2,161                     | - 1,790                     |

Current liabilities to related parties 91,278 88,129 6,623 - 3,474 Current financial liabilities 115,501 112,777 2,724 0 Other non-financial liabilities 62,031 60,949 1,081 0 Income tax liabilities 2,813 2,222 4,244 - 3,653 Current liabilities 413,050 393,072 27,105 - 7,127 Balance sheet total 3,010,172 2,706,435 333,334 - 29,597

{184}------------------------------------------------

#### Balance sheet – HHLA subgroups

Balance sheet total 2,770,919 2,530,337 267,450 - 26,868

{185}------------------------------------------------

#### Cash flow statement – HHLA Group

| in € thousand                                                                                                                          | Note | 2023      | 2022      | in € thousand; Port Logistics subgroup and Real Estate subgroup;<br>annex to the notes                                                 | 2023<br>Group | 2023<br>Port Logistics | 2023<br>Real Estate | 2023<br>Consolidation | in € thousand; Port Logistics subgroup and Real Estate subgroup;<br>annex to the notes                                                 | 2022<br>Group | 2022<br>Port Logistics | 2022<br>Real Estate | 2022<br>Consolidation |
|----------------------------------------------------------------------------------------------------------------------------------------|------|-----------|-----------|----------------------------------------------------------------------------------------------------------------------------------------|---------------|------------------------|---------------------|-----------------------|----------------------------------------------------------------------------------------------------------------------------------------|---------------|------------------------|---------------------|-----------------------|
| 1. Cash flow from operating activities                                                                                                 |      |           |           | 1. Cash flow from operating activities                                                                                                 |               |                        |                     |                       | 1. Cash flow from operating activities                                                                                                 |               |                        |                     |                       |
| Earnings before interest and taxes (EBIT)                                                                                              |      | 109,389   | 220,403   | Earnings before interest and taxes (EBIT)                                                                                              | 109,389       | 92,902                 | 16,136              | 352                   | Earnings before interest and taxes (EBIT)                                                                                              | 220,403       | 201,610                | 18,442              | 351                   |
| Depreciation, amortisation, impairment and reversals on non-financial non-current<br>assets                                            |      | 178,401   | 175,851   | Depreciation, amortisation, impairment and reversals on non-financial non-<br>current assets                                           | 178,401       | 169,105                | 9,647               | - 352                 | Depreciation, amortisation, impairment and reversals on non-financial non-<br>current assets                                           | 175,851       | 168,023                | 8,179               | - 351                 |
| Increase (+), decrease (-) in provisions                                                                                               |      | - 31,143  | - 8,197   | Increase (+), decrease (-) in provisions                                                                                               | - 31,143      | - 30,629               | - 514               |                       | Increase (+), decrease (-) in provisions                                                                                               | - 8,197       | - 8,422                | 225                 |                       |
| Gains (-), losses (+) from the disposal of non-current assets                                                                          |      | - 12,826  | - 141     | Gains (-), losses (+) from the disposal of non-current assets                                                                          | - 12,826      | - 12,826               | 0                   |                       | Gains (-), losses (+) from the disposal of non-current assets                                                                          | - 141         | - 270                  | 129                 |                       |
| Increase (-), decrease (+) in inventories, trade receivables and other assets not<br>attributable to investing or financing activities |      | 50,621    | - 23,114  | Increase (-), decrease (+) in inventories, trade receivables and other assets<br>not attributable to investing or financing activities | 50,621        | 49,210                 | - 862               | 2,273                 | Increase (-), decrease (+) in inventories, trade receivables and other assets<br>not attributable to investing or financing activities | - 23,114      | - 22,629               | - 761               | 276                   |
| Increase (+), decrease (-) in trade payables and other liabilities not attributable to<br>investing or financing activities            |      | 8,891     | 15,317    | Increase (+), decrease (-) in trade payables and other liabilities not<br>attributable to investing or financing activities            | 8,891         | 7,461                  | 3,703               | - 2,273               | Increase (+), decrease (-) in trade payables and other liabilities not<br>attributable to investing or financing activities            | 15,317        | 14,833                 | 760                 | - 276                 |
| Interest received                                                                                                                      |      | 9,344     | 6,127     | Interest received                                                                                                                      | 9,344         | 7,546                  | 1,957               | - 159                 | Interest received                                                                                                                      | 6,127         | 6,155                  | 54                  | - 82                  |
| Interest paid                                                                                                                          |      | - 32,942  | - 27,178  | Interest paid                                                                                                                          | - 32,942      | - 29,817               | - 3,284             | 159                   | Interest paid                                                                                                                          | - 27,178      | - 24,572               | - 2,688             | 82                    |
| Income tax paid                                                                                                                        |      | - 55,949  | - 73,058  | Income tax paid                                                                                                                        | - 55,949      | - 54,107               | - 1,842             |                       | Income tax paid                                                                                                                        | - 73,058      | - 70,915               | - 2,143             |                       |
| Exchange rate and other effects                                                                                                        |      | 589       | - 6,691   | Exchange rate and other effects                                                                                                        | 589           | 589                    | 0                   |                       | Exchange rate and other effects                                                                                                        | - 6,691       | - 6,691                | 0                   |                       |
| Cash flow from operating activities                                                                                                    |      | 224,375   | 279,319   | Cash flow from operating activities                                                                                                    | 224,375       | 199,434                | 24,941              |                       | Cash flow from operating activities                                                                                                    | 279,319       | 257,122                | 22,197              | 0                     |
|                                                                                                                                        |      |           |           | 2. Cash flow from investing activities                                                                                                 |               |                        |                     |                       | 2. Cash flow from investing activities                                                                                                 |               |                        |                     |                       |
| 2. Cash flow from investing activities                                                                                                 |      |           |           | Proceeds from disposal of intangible assets, property, plant and equipment                                                             |               |                        |                     |                       | Proceeds from disposal of intangible assets, property, plant and equipment<br>and investment property                                  | 1,339         | 1,338                  | 1                   |                       |
| Proceeds from disposal of intangible assets, property, plant and equipment and<br>investment property                                  |      | 22,290    | 1,339     | and investment property                                                                                                                | 22,290        | 21,657                 | 633                 |                       | Payments for investments in property, plant and equipment and investment<br>property                                                   | - 165,508     | - 144,574              | - 20,934            |                       |
| Payments for investments in property, plant and equipment and investment property                                                      |      | - 258,422 | - 165,508 | Payments for investments in property, plant and equipment and investment<br>property                                                   | - 258,422     | - 241,726              | - 16,696            |                       | Payments for investments in intangible assets                                                                                          | - 13,600      | - 13,581               | - 19                |                       |
| Payments for investments in intangible assets                                                                                          | 22.  | - 18,613  | - 13,600  | Payments for investments in intangible assets                                                                                          | - 18,613      | - 18,609               | - 4                 |                       | Payments for investments in non-current financial assets                                                                               | - 2,506       | - 2,506                | 0                   |                       |
| Payments for investments in non-current financial assets                                                                               |      | 0         | - 2,506   | Payments for investments in non-current financial assets                                                                               | 0             | 0                      | 0                   |                       | Proceeds from the sale of interests in consolidated companies and other<br>business units (including funds sold)                       | 0             | 0                      | 0                   |                       |
| Proceeds from the sale of interests in consolidated companies and other business<br>units (including funds sold)                       |      | 90        | 0         | Proceeds from the sale of interests in consolidated companies and other<br>business units (including funds sold)                       | 90            | 90                     | 0                   |                       | Payments for acquiring interests in consolidated companies and other<br>business units (including funds purchased)                     | - 17,304      | - 17,304               | 0                   |                       |
| Payments for acquiring interests in consolidated companies and other business units<br>(including funds purchased)                     |      | - 16,811  | - 17,304  | Payments for acquiring interests in consolidated companies and other<br>business units (including funds purchased)                     | - 16,811      | - 16,811               | 0                   |                       | Proceeds (+), payments (-) for short-term deposits                                                                                     | 45,000        | 45,000                 | 0                   |                       |
| Proceeds (+), payments (-) for short-term deposits                                                                                     |      | 20,000    | 45,000    | Proceeds (+), payments (-) for short-term deposits                                                                                     | 20,000        | 20,000                 | 0                   |                       | Cash flow from investing activities                                                                                                    | - 152,579     | - 131,627              | - 20,952            | 0                     |
| Cash flow from investing activities                                                                                                    |      | - 251,466 | - 152,579 | Cash flow from investing activities                                                                                                    | - 251,466     | - 235,399              | - 16,067            |                       | 3. Cash flow from financing activities                                                                                                 |               |                        |                     |                       |
|                                                                                                                                        |      |           |           | 3. Cash flow from financing activities                                                                                                 |               |                        |                     |                       | Payments for capital procurement costs                                                                                                 | 0             | 0                      | 0                   |                       |
| 3. Cash flow from financing activities                                                                                                 |      |           |           | Payments for capital procurement costs                                                                                                 | - 283         | - 283                  | 0                   |                       | Payments for increases in interests in fully consolidated companies                                                                    | - 514         | - 514                  | 0                   |                       |
| Payments for capital procurement costs                                                                                                 |      | - 283     | 0         | Payments for increases in interests in fully consolidated companies                                                                    | - 8,000       | - 8,000                | 0                   |                       | Proceeds from reductions in interests in fully consolidated companies                                                                  | 0             | 0                      | 0                   |                       |
| Payments for increases in interests in fully consolidated companies                                                                    |      | - 8,000   | - 514     | Proceeds from reductions in interests in fully consolidated companies                                                                  | 47,128        | 47,128                 | 0                   |                       | Dividends paid to shareholders of the parent company                                                                                   | - 60,066      | - 54,386               | - 5,680             |                       |
| Proceeds from reductions in interests in fully consolidated companies                                                                  |      | 47,128    | 0         | Dividends paid to shareholders of the parent company                                                                                   | - 60,336      | - 54,386               | - 5,950             |                       | Dividends/settlement obligation paid to non-controlling interests                                                                      | - 35,239      | - 35,239               | 0                   |                       |
| Dividends paid to shareholders of the parent company                                                                                   | 21.  | - 60,336  | - 60,066  | Dividends/settlement obligation paid to non-controlling interests                                                                      | - 43,894      | - 43,894               | 0                   |                       | Payments for the redemption of lease liabilities                                                                                       | - 49,396      | - 46,348               | - 3,048             |                       |
| Dividends/settlement obligation paid to non-controlling interests                                                                      |      | - 43,894  | - 35,239  | Payments for the redemption of lease liabilities                                                                                       | - 51,185      | - 47,779               | - 3,406             |                       | Proceeds from the issuance of bonds and the raising of (financial) loans                                                               | 67,290        | 22,290                 | 45,000              |                       |
| Payments for the redemption of lease liabilities                                                                                       |      | - 51,185  | - 49,396  | Proceeds from the issuance of bonds and the raising of (financial) loans                                                               | 248,491       | 178,491                | 70,000              |                       | Payments for the redemption of (financial) loans                                                                                       | - 50,022      | - 17,881               | - 32,141            |                       |
| Proceeds from the issuance of bonds and the raising of (financial) loans                                                               |      | 248,491   | 67,290    | Payments for the redemption of (financial) loans                                                                                       | - 34,210      | - 18,710               | - 15,500            |                       | Cash flow from financing activities                                                                                                    | - 127,947     | - 132,078              | 4,131               | 0                     |
| Payments for the redemption of (financial) loans                                                                                       |      | - 34,210  | - 50,022  | Cash flow from financing activities                                                                                                    | 97,711        | 52,567                 | 45,144              |                       | 4. Financial funds at the end of the period                                                                                            |               |                        |                     |                       |
| Cash flow from financing activities                                                                                                    |      | 97,711    | - 127,947 | 4. Financial funds at the end of the period                                                                                            |               |                        |                     |                       | Change in financial funds (subtotals 1.-3.)                                                                                            | - 1,208       | - 6,584                | 5,376               | 0                     |
|                                                                                                                                        |      |           |           | Change in financial funds (subtotals 1.–3.)                                                                                            | 70,620        | 16,602                 | 54,018              |                       | Change in financial funds due to exchange rates                                                                                        | - 292         | - 292                  | 0                   |                       |
| 4. Financial funds at the end of the period                                                                                            |      |           |           | Change in financial funds due to exchange rates                                                                                        | 174           | 174                    | 0                   |                       | Financial funds at the beginning of the period                                                                                         | 173,016       | 164,655                | 8,361               |                       |
| Change in financial funds (subtotals 1.–3.)                                                                                            |      | 70,620    | - 1,208   | Financial funds at the beginning of the period                                                                                         | 171,516       | 157,779                | 13,737              |                       | Financial funds at the end of the period                                                                                               | 171,516       | 157,779                | 13,737              | 0                     |
| Change in financial funds due to exchange rates                                                                                        |      | 174       | - 292     | Financial funds at the end of the period                                                                                               | 242,310       | 174,555                | 67,755              |                       |                                                                                                                                        |               |                        |                     |                       |
| Financial funds at the beginning of the period                                                                                         |      | 171,516   | 173,016   |                                                                                                                                        |               |                        |                     |                       |                                                                                                                                        |               |                        |                     |                       |
| Financial funds at the end of the period                                                                                               | 43.  | 242,310   | 171,516   |                                                                                                                                        |               |                        |                     |                       |                                                                                                                                        |               |                        |                     |                       |

{186}------------------------------------------------

#### Cash flow statement – HHLA subgroups

{187}------------------------------------------------

#### Cash flow statement – HHLA subgroups

{188}------------------------------------------------

### Statement of changes in equity – HHLA Group

in € thousand

|                                                                                                                |                    |            | Parent company  |            |                      |                                                   |                     |                                                              |          |        |          | Non-<br>controlling<br>interests | Total<br>equity                |                                                                                                                   | Parent company     |                      |                                                   |                     |                            |                                                                        |          |          | Parent<br>company<br>interests | Non-<br>controlling<br>interests | Total<br>equity |
|----------------------------------------------------------------------------------------------------------------|--------------------|------------|-----------------|------------|----------------------|---------------------------------------------------|---------------------|--------------------------------------------------------------|----------|--------|----------|----------------------------------|--------------------------------|-------------------------------------------------------------------------------------------------------------------|--------------------|----------------------|---------------------------------------------------|---------------------|----------------------------|------------------------------------------------------------------------|----------|----------|--------------------------------|----------------------------------|-----------------|
|                                                                                                                |                    |            |                 |            |                      | Other comprehensive income                        |                     |                                                              |          |        |          |                                  |                                |                                                                                                                   |                    |                      |                                                   |                     | Other comprehensive income |                                                                        |          |          |                                |                                  |                 |
|                                                                                                                |                    |            |                 |            |                      |                                                   |                     | Deferred<br>taxes<br>on changes<br>recognised<br>directly in |          |        |          |                                  |                                |                                                                                                                   |                    |                      |                                                   |                     |                            | Deferred<br>taxes<br>on changes<br>recognised<br>directly in<br>equity |          |          |                                |                                  |                 |
|                                                                                                                |                    |            |                 |            |                      | Reserve<br>for foreign<br>currency<br>translation | Cash flow<br>hedges | Actuarial<br>gains/losses                                    | equity   | Other  |          |                                  |                                | Subscribed<br>capital                                                                                             | Capital<br>reserve | Retained<br>earnings | Reserve<br>for foreign<br>currency<br>translation | Cash flow<br>hedges | Actuarial<br>gains/losses  | Other                                                                  |          |          |                                |                                  |                 |
|                                                                                                                | Subscribed capital |            | Capital reserve |            | Retained<br>earnings |                                                   |                     |                                                              |          |        |          |                                  | Balance as of 31 December 2021 | 72,515                                                                                                            | 179,212            | 485,302              | - 70,328                                          | 442                 | - 87,896                   | 28,288                                                                 | 11,431   | 618,966  | 27,621                         | 646,587                          |                 |
|                                                                                                                | A division         | S division | A division      | S division |                      |                                                   |                     |                                                              |          |        |          |                                  | Dividends                      |                                                                                                                   |                    | - 54,386             |                                                   |                     |                            |                                                                        |          | - 54,386 | - 1,805                        | - 56,191                         |                 |
| Balance as of 31 December 2021                                                                                 | 72,515             | 2,705      | 179,212         | 506        | 541,070              | - 70,328                                          | 442                 | - 88,396                                                     | 28,450   | 11,431 | 677,606  | 27,621                           | 705,227                        | Acquisition of non-controlling interests in<br>consolidated companies                                             |                    |                      | - 1,602                                           |                     |                            |                                                                        |          |          | - 1,602                        | 1,088                            | - 514           |
| Dividends                                                                                                      |                    |            |                 |            | - 60,066             |                                                   |                     |                                                              |          |        | - 60,066 | - 1,805                          | - 61,871                       | Deconsolidation of shares in affiliated companies                                                                 |                    |                      | - 5,525                                           |                     |                            |                                                                        |          |          | - 5,525                        | 4,008                            | - 1,517         |
| Acquisition of non-controlling interests in consolidated<br>companies                                          |                    |            |                 |            | - 1,602              |                                                   |                     |                                                              |          |        | - 1,602  | 1,088                            | - 514                          | Total comprehensive income subgroup                                                                               |                    |                      | 82,066                                            | - 8,232             | 805                        | 151,592                                                                | - 49,178 | 86       | 177,140                        | 43,923                           | 221,063         |
| Deconsolidation of shares in affiliated companies                                                              |                    |            |                 |            | - 5,525              |                                                   |                     |                                                              |          |        | - 5,525  | 4,008                            | - 1,517                        | Other changes                                                                                                     |                    |                      | - 100                                             |                     |                            |                                                                        |          |          | - 100                          | 0                                | - 100           |
| Total comprehensive income                                                                                     |                    |            |                 |            | 92,685               | - 8,232                                           | - 264               | 153,260                                                      | - 49,371 | 86     | 188,165  | 43,923                           | 232,088                        | Balance as of 31 December 2022                                                                                    | 72,515             | 179,212              | 505,754                                           | - 78,560            | 1,247                      | 63,696                                                                 | - 20,889 | 11,518   | 734,493                        | 74,835                           | 809,328         |
| Other changes                                                                                                  |                    |            |                 |            | - 100                |                                                   |                     |                                                              |          |        | - 100    | 0                                | - 100                          | Balance as of 31 December 2022                                                                                    | 72,515             | 179,212              | 505,754                                           | - 78,560            | 1,247                      | 63,696                                                                 | - 20,889 | 11,518   | 734,493                        | 74,835                           | 809,328         |
| Balance as of 31 December 2022                                                                                 | 72,515             | 2,705      | 179,212         | 506        | 566,462              | - 78,560                                          | 178                 | 64,864                                                       | - 20,921 | 11,518 | 798,479  | 74,835                           | 873,313                        | Dividends                                                                                                         |                    |                      | - 54,386                                          |                     |                            |                                                                        |          |          | - 54,386                       | - 42,755                         | - 97,141        |
| Balance as of 31 December 2022                                                                                 | 72,515             | 2,705      | 179,212         | 506        | 566,462              | - 78,560                                          | 178                 | 64,864                                                       | - 20,921 | 11,518 | 798,479  | 74,835                           | 873,313                        | Sale of shares in fully consolidated companies less<br>capital procurement costs recognised directly in<br>equity |                    | - 596                | 43,271                                            |                     |                            | - 447                                                                  | 144      |          | 42,372                         | 1,600                            | 43,972          |
| Dividends                                                                                                      |                    |            |                 |            | - 60,336             |                                                   |                     |                                                              |          |        | - 60,336 | - 42,755                         | - 103,091                      | Settlement claim against / settlement obligation to<br>non-controlling interests                                  |                    |                      |                                                   |                     |                            |                                                                        |          |          | 0                              | - 188                            | - 188           |
| Sale of shares in fully consolidated companies less<br>capital procurement costs recognised directly in equity |                    |            | - 596           |            | 43,271               |                                                   |                     | - 447                                                        | 144      |        | 42,372   | 1,600                            | 43,972                         | Acquisition of non-controlling interests in<br>consolidated companies                                             |                    |                      | - 10,625                                          |                     |                            | 833                                                                    | - 271    | 6        | - 10,057                       | - 3,949                          | - 14,006        |
| Settlement claim against / settlement obligation to non-<br>controlling interests                              |                    |            |                 |            |                      |                                                   |                     |                                                              |          |        | 0        | - 188                            | - 188                          | Capital increase of shares in affiliated companies                                                                |                    |                      |                                                   |                     |                            |                                                                        |          | 0        | 6,986                          | 6,986                            |                 |
| Acquisition of non-controlling interests in consolidated<br>companies                                          |                    |            |                 |            | - 10,625             |                                                   |                     | 833                                                          | - 271    | 6      | - 10,057 | - 3,949                          | - 14,006                       | Put options granted/to be cancelled to non-<br>controlling interests                                              |                    |                      | - 28,991                                          |                     |                            |                                                                        |          |          | - 28,991                       | 0                                | - 28,991        |
| Capital increase of shares in affiliated companies                                                             |                    |            |                 |            |                      |                                                   |                     |                                                              |          |        | 0        | 6,986                            | 6,986                          | First-time consolidation of shares in affiliated<br>companies                                                     |                    |                      | 0                                                 |                     |                            |                                                                        |          |          | 0                              | - 3,228                          | - 3,228         |
| Put options granted/to be cancelled to non-controlling<br>interests                                            |                    |            |                 |            | - 28,991             |                                                   |                     |                                                              |          |        | - 28,991 | 0                                | - 28,991                       | Total comprehensive income subgroup                                                                               |                    |                      | 8,674                                             | - 820               | - 77                       | - 13,392                                                               | 4,244    | 754      | - 618                          | 22,045                           | 21,427          |
| First-time consolidation of shares in affiliated companies                                                     |                    |            |                 |            | 0                    |                                                   |                     |                                                              |          |        | 0        | - 3,228                          | - 3,228                        | Other changes                                                                                                     |                    |                      | - 52                                              |                     |                            |                                                                        |          |          | - 52                           | 0                                | - 52            |
| Total comprehensive income                                                                                     |                    |            |                 |            | 19,964               | - 820                                             | 5                   | - 13,665                                                     | 4,306    | 754    | 10,543   | 22,045                           | 32,588                         | Balance as of 31 December 2023                                                                                    | 72,515             | 178,616              | 463,645                                           | - 79,380            | 1,170                      | 50,690                                                                 | - 16,772 | 12,278   | 682,762                        | 55,344                           | 738,106         |
| Other changes                                                                                                  |                    |            |                 |            | - 52                 |                                                   |                     |                                                              |          |        | - 52     | 0                                | - 52                           |                                                                                                                   |                    |                      |                                                   |                     |                            |                                                                        |          |          |                                |                                  |                 |
| Balance as of 31 December 2023                                                                                 | 72,515             | 2,705      | 178,616         | 506        | 529,693              | - 79,380                                          | 183                 | 51,585                                                       | - 16,742 | 12,278 | 751,958  | 55,344                           | 807,302                        |                                                                                                                   |                    |                      |                                                   |                     |                            |                                                                        |          |          |                                |                                  |                 |

{189}------------------------------------------------

To our stakeholders Management report Financial statements Further information

### Statement of changes in equity – HHLA Port Logistics subgroup (A division)

in € thousand; annex to the notes

{190}------------------------------------------------

To our stakeholders Management report Financial statements Further information

### Statement of changes in equity – HHLA Real Estate subgroup (S division)

in € thousand; annex to the notes

|                                            |                       |                    |                      | Other comprehensive income |                           |                                                                        | Total   |
|--------------------------------------------|-----------------------|--------------------|----------------------|----------------------------|---------------------------|------------------------------------------------------------------------|---------|
|                                            | Subscribed<br>capital | Capital<br>reserve | Retained<br>earnings | Cash flow<br>hedges        | Actuarial<br>gains/losses | Deferred<br>taxes<br>on changes<br>recognised<br>directly in<br>equity | equity  |
| Balance as<br>of 31<br>December<br>2021    | 2,705                 | 506                | 63,647               | 0                          | - 500                     | 161                                                                    | 66,520  |
| Dividends                                  |                       |                    | - 5,679              |                            |                           |                                                                        | - 5,679 |
| Total comprehensive income subgroup        |                       |                    | 10,354               | - 1,069                    | 1,668                     | - 193                                                                  | 10,760  |
| Balance as<br>of 31<br>December<br>2022    | 2,705                 | 506                | 68,322               | - 1,069                    | 1,168                     | - 32                                                                   | 71,600  |
| Plus income statement consolidation effect |                       |                    | 265                  |                            |                           |                                                                        | 265     |
| Less balance sheet consolidation effect    |                       |                    | - 7,879              |                            |                           |                                                                        | - 7,879 |
| Total effects of consolidation             |                       |                    | - 7,615              |                            |                           |                                                                        | - 7,615 |
| Balance as<br>of 31<br>December<br>2022    | 2,705                 | 506                | 60,708               | - 1,069                    | 1,168                     | - 32                                                                   | 63,986  |
| Balance as<br>of 31<br>December<br>2022    | 2,705                 | 506                | 68,322               | - 1,069                    | 1,168                     | - 32                                                                   | 71,600  |
| Dividends                                  |                       |                    | - 5,950              |                            |                           |                                                                        | - 5,950 |
| Total comprehensive income subgroup        |                       |                    | 11,026               | 82                         | - 273                     | 62                                                                     | 10,896  |
| Balance as<br>of 31<br>December<br>2023    | 2,705                 | 506                | 73,398               | - 987                      | 895                       | 30                                                                     | 76,547  |
| Plus income statement consolidation effect |                       |                    | 265                  |                            |                           |                                                                        | 265     |
| Less balance sheet consolidation effect    |                       |                    | - 7,615              |                            |                           |                                                                        | - 7,615 |
| Total effects of consolidation             |                       |                    | - 7,350              |                            |                           |                                                                        | - 7,350 |
| Balance as<br>of 31<br>December<br>2023    | 2,705                 | 506                | 66,048               | - 987                      | 895                       | 30                                                                     | 69,197  |

{191}------------------------------------------------

### Segment report – HHLA Group

| in €<br>thousand;<br>business segments;<br>annex to the notes               | Port Logistics subgroup |           |            |         |           |        |               |         | Real Estate<br>subgroup |         | Total     |           | Consolidation and<br>reconciliation with<br>Group |          | Group     |           |
|-----------------------------------------------------------------------------|-------------------------|-----------|------------|---------|-----------|--------|---------------|---------|-------------------------|---------|-----------|-----------|---------------------------------------------------|----------|-----------|-----------|
|                                                                             | Container               |           | Intermodal |         | Logistics |        | Holding/Other |         | Real Estate             |         |           |           |                                                   |          |           |           |
|                                                                             | 2023                    | 2022      | 2023       | 2022    | 2023      | 2022   | 2023          | 2022    | 2023                    | 2022    | 2023      | 2022      | 2023                                              | 2022     | 2023      | 2022      |
| Segment revenue from<br>non-affiliated third<br>parties                     | 704,541                 | 856,976   | 619,158    | 593,431 | 62,737    | 67,470 | 16,451        | 18,893  | 43,885                  | 41,581  | 1,446,771 | 1,578,351 | 0                                                 | 0        | 1,446,771 | 1,578,351 |
| Inter-segment revenue                                                       | 4,305                   | 7,227     | 1,298      | 2,011   | 15,503    | 10,129 | 126,136       | 146,903 | 2,605                   | 2,557   | 149,847   | 168,826   | -149,847                                          | -168,826 | 0         | 0         |
| Total segment revenue                                                       | 708,846                 | 864,203   | 620,456    | 595,442 | 78,240    | 77,599 | 142,587       | 165,796 | 46,490                  | 44,138  | 1,596,618 | 1,747,177 |                                                   |          |           |           |
|                                                                             |                         |           |            |         |           |        |               |         |                         |         |           |           |                                                   |          |           |           |
| EBITDA                                                                      | 146,637                 | 257,053   | 124,774    | 143,942 | 10,581    | 4,949  | -18,983       | -35,657 | 25,783                  | 26,621  | 288,792   | 396,908   | -1,002                                            | -654     | 287,790   | 396,254   |
| EBITDA margin                                                               | 20.7 %                  | 29.7 %    | 20.1 %     | 24.2 %  | 13.5 %    | 6.4 %  | -13.3 %       | -21.5 % | 55.5 %                  | 60.3 %  |           |           |                                                   |          |           |           |
| EBIT                                                                        | 47,235                  | 157,264   | 72,865     | 95,338  | 568       | -6,852 | -28,361       | -45,102 | 16,136                  | 18,442  | 108,443   | 219,090   | 947                                               | 1,314    | 109,389   | 220,403   |
| EBIT margin                                                                 | 6.7 %                   | 18.2 %    | 11.7 %     | 16.0 %  | 0.7 %     | -8.8 % | -19.9 %       | -27.2 % | 34.7 %                  | 41.8 %  |           |           |                                                   |          |           |           |
| Segment assets                                                              | 1,495,779               | 1,355,323 | 679,301    | 741,245 | 200,298   | 73,324 | 350,056       | 158,152 | 277,370                 | 266,475 | 3,002,803 | 2,594,518 | 7,369                                             | 176,401  | 3,010,172 | 2,770,919 |
| Investments in property,<br>plant and equipment<br>and investment property  | 166,778                 | 74,082    | 42,640     | 81,685  | 112,242   | 9,893  | 6,085         | 1,177   | 21,198                  | 22,701  | 348,943   | 189,538   | -53,555                                           | 0        | 295,388   | 189,538   |
| Investments in<br>intangible assets                                         | 17,770                  | 6,359     | 1,509      | 939     | 10,029    | 4,238  | 2,291         | 2,972   | 4                       | 19      | 31,603    | 14,527    | -12,990                                           | -926     | 18,613    | 13,601    |
| <b>Total investments</b>                                                    | 184,548                 | 80,441    | 44,149     | 82,624  | 122,271   | 14,131 | 8,376         | 4,149   | 21,202                  | 22,720  | 380,546   | 204,065   | -66,545                                           | -926     | 314,001   | 203,139   |
| Depreciation of property,<br>plant and equipment<br>and investment property | 96,699                  | 97,136    | 51,672     | 48,294  | 7,918     | 7,392  | 7,476         | 7,701   | 9,636                   | 8,159   | 173,401   | 168,683   | -1,581                                            | -1,759   | 171,821   | 166,924   |
| thereof impairment                                                          | 0                       | 85        | 0          | 0       | 0         | 1,831  | 0             | 0       | 0                       | 0       | 0         | 1,916     | 0                                                 | 0        | 0         | 1,916     |
| Amortisation of<br>intangible assets                                        | 2,704                   | 2,653     | 237        | 310     | 2,095     | 4,409  | 1,902         | 1,743   | 11                      | 20      | 6,948     | 9,135     | -368                                              | -208     | 6,580     | 8,927     |
| thereof impairment                                                          | 0                       | 0         | 0          | 0       | 0         | 2,072  | 0             | 0       | 0                       | 0       | 0         | 2,072     | 0                                                 | 0        | 0         | 2,072     |
| <b>Total amortisation and<br/>depreciation</b>                              | 99,403                  | 99,789    | 51,909     | 48,604  | 10,013    | 11,801 | 9,378         | 9,444   | 9,647                   | 8,179   | 180,349   | 177,818   | -1,949                                            | -1,967   | 178,401   | 175,851   |
| Equity investment result                                                    | 829                     | 701       | 0          | 0       | 4,061     | 4,152  | 0             | 0       | 0                       | 0       | 4,890     | 4,853     | 0                                                 | 0        | 4,890     | 4,853     |
| Non-cash items                                                              | -933                    | 15,578    | 3,020      | 1,957   | 1,448     | 3,834  | 10,441        | 15,016  | 745                     | 1,653   | 14,721    | 38,039    | -34                                               | 172      | 14,687    | 38,211    |
| Container throughput<br>in<br>thousand<br>TEU                               | 5,917                   | 6,396     | –          | –       |           |        |               |         |                         |         |           |           |                                                   |          |           |           |
| Container transport<br>in<br>thousand TEU                                   | –                       | –         | 1,602      | 1,694   |           |        |               |         |                         |         |           |           |                                                   |          |           |           |

{192}------------------------------------------------

## Notes to the consolidated financial statements

| General notes                                                     | 194 |
|-------------------------------------------------------------------|-----|
| 1. Basic information on the Group                                 | 194 |
| 2. Consolidation principles                                       | 196 |
| 3. Make-up of the Group                                           | 197 |
| 4. Foreign currency translation                                   | 204 |
| 5. Effects of new accounting standards                            | 205 |
| 6. Accounting and valuation principles                            | 207 |
| 7. Significant assumptions and estimates                          | 220 |
| Notes to the income statement                                     | 224 |
| 8. Revenue                                                        | 224 |
| 9. Changes in inventories                                         | 224 |
| 10. Own work capitalised                                          | 224 |
| 11. Other operating income                                        | 224 |
| 12. Cost of materials                                             | 225 |
| 13. Personnel expenses                                            | 225 |
| 14. Other operating expenses                                      | 226 |
| 15. Depreciation and amortisation                                 | 227 |
| 16. Financial result                                              | 227 |
| 17. Research and development costs                                | 228 |
| 18. Income tax                                                    | 228 |
| 19. Share of results attributable to non-controlling<br>interests | 231 |
| 20. Earnings per share                                            | 231 |
| 21. Dividend per share                                            | 232 |
| Notes to the balance sheet                                        | 233 |
| 22. Intangible assets                                             | 233 |
| 23. Property, plant and equipment                                 | 235 |
| 24. Investment property                                           | 238 |
| 25. Associates accounted for using the equity method              | 240 |
| 26. Non-current financial assets                                  | 241 |
|                                                                   |     |
| 27. Inventories                                                   | 241 |
| 28. Trade receivables                                             | 242 |
| 29. Receivables from related parties                              | 242 |
| 30. Current financial assets                                      | 242 |
| 31. Other non-financial assets                                    | 243 |
| 32. Income tax receivables                                        | 243 |
| 33. Cash, cash equivalents and short-term deposits                | 243 |
| 34. Non-current assets held for sale                              | 244 |
| 35. Equity                                                        | 244 |
| 36. Pension provisions                                            | 247 |
| 37. Other non-current and current provisions                      | 253 |
| 38. Non-current and current financial liabilities                 | 256 |
| 39. Trade liabilities                                             | 257 |
| 40. Non-current and current liabilities to related parties        | 258 |
| 41. Other non-financial liabilities                               | 259 |
| 42. Income tax liabilities                                        | 259 |
| Notes to the cash flow statement                                  | 260 |
| 43. Notes to the cash flow statement                              | 260 |
| Notes to the segment report                                       | 262 |
| 44. Notes to the segment report                                   | 262 |
| Other notes                                                       | 266 |
| 45. Leases                                                        | 266 |
| 46. Contingent liabilities and other financial obligations        | 269 |
| 47. Management of financial risks                                 | 270 |
| 48. Related party disclosures                                     | 278 |
| 49. Board members and mandates                                    | 284 |
| 50. German Corporate Governance Code                              | 287 |
| 51. Auditing fees                                                 | 287 |

{193}------------------------------------------------

## General notes

### 1. Basic information on the Group

The Group's parent company (hereinafter also referred to as "HHLA" or "the HHLA Group") is Hamburger Hafen und Logistik Aktiengesellschaft, Bei St. Annen 1, 20457 Hamburg, Germany (HHLA AG), registered in the Hamburg Commercial Register under HRB 1902. The holding company above the Group is HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg (HGV).

The object of the company is, first and foremost, to manage and participate in companies which are active in the provision of services in the areas of transport and logistics, particularly in the economic sectors of sea transport and hinterland traffic, as well as in the acquisition, maintenance, sale, lease, management and development of real estate, and particularly real estate in Hamburg's historical Speicherstadt warehouse district and its fish market. In order to support the core area of business described, the company is also authorised to offer and perform services, and to develop and manufacture products, systems, installations and solutions (including software), as well as associated applications, both in this area of business and in the additive manufacturing business and information technology as well as related fields. Moreover, the company is authorised to carry out all auxiliary transactions and ancillary business related to the object of the company.

Since 1 January 2007, the Group has consisted of the Port Logistics subgroup (A division) and the Real Estate subgroup (S division). The part of the Group that deals with the property in Hamburg's Speicherstadt historical warehouse district and Fischmarkt Hamburg-Altona GmbH is allocated to the Real Estate subgroup (S division). All other parts of the company are allocated together to the Port Logistics subgroup (A division). Individual financial statements are prepared for each division to determine the shareholders' dividend entitlements; these, in line with the company's articles of association, form part of the Notes to the Annual Financial Statements of the parent company.

On 13 September 2023, Port of Hamburg Beteiligungsgesellschaft SE (the "bidder"), a whollyowned indirect subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (MSC), notified HHLA of its decision to submit a voluntary public takeover bid in relation to the class A shares. A total of 69.3 % of the class A shares (equal to 50,215,336 class A shares) were, at that time, held by HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV) and 30.7 % (equal to 22,299,602 class A shares) were in free float. The takeover bid was made in the form of a cash offer in return for payment of a consideration of € 16.75 in cash per class A share to the shareholders of HHLA. In relation to this, the bidder stated that MSC and the Free and Hanseatic City of Hamburg (FHH) entered into a binding agreement on 13 September 2023 in connection with the takeover bid, which establishes the basic parameters and terms of the takeover bid as well as the mutual intentions and understandings of the parties with respect to the company.

{194}------------------------------------------------

Moreover, a binding preliminary contract for a Business Combination Agreement was concluded on 5 November 2023 between HHLA, the bidder and its sole shareholder at the time, SAS Shipping Agencies Services S.à r.l. (SAS), as well as HGV, that sets out the common understanding of the key points regarding the long-term preservation of HHLA and its business model and contains key commitments vis-à-vis HHLA.

In a joint reasoned opinion as per Section 27 of the German Securities and Takeover Act (WpÜG) on the takeover bid, dated 6 November 2023, the Executive Board and Supervisory Board of HHLA recommended that the shareholders accept the bid.

On 12 December 2023, an announcement was made that, by the end of the extended acceptance period on 7 December 2023, the bidder had been proffered 9.7 % of the class A shares in free float. As of 31 December 2023, the bidder now holds a total of 12.4 % of the HHLA nominal capital in shares acquired on the market.

Information concerning the segments in which the HHLA Group operates is provided in Note 44.

When determining the shareholders' dividend entitlements, the expenses and income of HHLA which cannot be attributed directly to one subgroup are divided between the two subgroups according to their share of revenue. All transfer pricing for services between the two subgroups is carried out on an arm's-length basis. Interest must be paid at market rates on liquid funds exchanged between the two subgroups. A notional taxable result is calculated for each subgroup to allocate the taxes paid. The resulting notional tax payment represents the amount of tax which would have been paid had each of the subgroups been separately liable for tax.

To illustrate the results of the operations, net assets and financial position of the subgroups, the annex to these Notes contains the income statement, the statement of comprehensive income, the balance sheet, the cash flow statement and the statement of changes in equity for each subgroup.

HHLA's consolidated financial statements for the 2023 financial year were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as applicable in the European Union. The provisions contained in Section 315e (1) of the German Commercial Code (HGB) were also taken into account along with additional commercial law regulations. The IFRS requirements have been met in full and result in a true and fair view of the results of operations, net assets and financial position of the Group.

For the most part, the accounting and valuation policies, as well as the notes and disclosures regarding the consolidated financial statements for the 2023 financial year are based on the same accounting and valuation principles used for the 2022 consolidated financial statements. Exceptions are the effects of new IFRS accounting standards stated in Note 5. Use of the latter became mandatory for the Group on 1 January 2023. The accounting and valuation principles applied are explained in Note 6.

The financial year as reported by HHLA and its consolidated subsidiaries is the calendar year. The consolidated financial statements and the disclosures in the Notes have been

{195}------------------------------------------------

prepared in euros. Unless otherwise stated, all amounts are in thousands of euros (€ thousand). Due to the use of rounding procedures, it is possible that some figures may not add up to the stated sums.

These HHLA consolidated financial statements for the financial year ending 31 December 2023 were approved by the Executive Board on 26 February 2024 for presentation to the Supervisory Board. It is the Supervisory Board's responsibility to examine the consolidated financial statements and to state whether or not it approves them.

### 2. Consolidation principles

The consolidated financial statements include the financial statements of HHLA and its significant subsidiaries as of 31 December of each financial year. The total of all subsidiaries not included in the consolidated financial statements does not exceed 1 % of the overall value of the balance sheet total, revenue, annual net profit and Group equity. They are recognised under non-current financial assets. The assets and liabilities of the domestic and foreign companies consolidated in full or using the equity method are recognised in accordance with the uniform accounting and valuation principles applied in the HHLA Group.

Capital is consolidated at the time of acquisition by offsetting the acquisition costs of the investment against the pro rata fair values of the assets acquired and the liabilities and contingent liabilities assumed by the subsidiaries. Previously unreported intangible assets, which can be included in the accounts under IFRS 3 in conjunction with IAS 38, and contingent liabilities are recognised at fair value.

Any positive difference arising in the course of this initial consolidation is capitalised as goodwill and subjected to an annual impairment test. Following a critical assessment, any negative difference is posted to profit and loss. For a detailed explanation of the impairment testing procedure used, please refer to Note 6 and Note 7.

Equity interests held by third parties outside the Group are shown in the balance sheet under the item non-controlling interests within equity capital; see also Note 3 and Note 35.

Non-controlling interests are valued at the time of acquisition using the relevant share of the acquired company's identifiable net assets. Changes in the Group's shareholding in a subsidiary which do not lead to a loss of control are recorded in the balance sheet as equity transactions and gains or losses are recognized directly in equity without affecting profit and loss.

If there is a loss of control, a profit or loss is recognised from the disposal of the subsidiary and the remaining shares are recognised at fair value at the time of the loss of control. They are then recognised either at fair value or at equity in subsequent periods.

The effects of intragroup transactions are eliminated in full.

{196}------------------------------------------------

### 3. Make-up of the Group

#### Group of consolidated companies

The number of domestic and foreign companies belonging to the HHLA Group of consolidated companies can be seen in the table below. For a complete list of equity investments in accordance with Section 313 (2) HGB, see also Note 48. Information required under IFRS 12.10 a) and IFRS 12.21 a) is included here.

#### Consolidated companies

|                                            | Domestic | Foreign | Total |
|--------------------------------------------|----------|---------|-------|
| HHLA AG and fully consolidated companies   |          |         |       |
| 1 January 2023                             | 25       | 27      | 52    |
| Additions                                  | 1        | 4       | 5     |
| Disposals                                  | 0        | 0       | 0     |
| 31 December 2023                           | 26       | 31      | 57    |
| Companies reported using the equity method |          |         |       |
| 1 January 2023                             | 11       | 0       | 11    |
| 31 December 2023                           | 11       | 0       | 11    |
| Total 31 December 2023                     | 37       | 31      | 68    |

#### Subsidiaries

The consolidated financial statements comprise the financial statements for HHLA AG and its significant subsidiaries. Subsidiaries are companies controlled by the Group. The Group is deemed to control a company if it has a risk exposure or right to fluctuating returns resulting from its involvement in the investee, and if it can also use its power over the investee to impact these returns. In particular, HHLA AG controls an investee if – and only if – all of the characteristics listed in IFRS 10.7 apply. Subsidiaries' financial statements are included in the consolidated financial statements from the time control begins until the time control ends.

Subsidiaries with substantial non-controlling interests are defined under HHLA AG's internal criteria as follows:

#### Subsidiaries with substantial non-controlling interests

| Subsidiary                               | Headquarters | Segment   | Equity stake |        |
|------------------------------------------|--------------|-----------|--------------|--------|
|                                          |              |           | 2023         | 2022   |
| HHLA Container Terminal Altenwerder GmbH | Hamburg      | Container | 74.9 %       | 74.9 % |

{197}------------------------------------------------

### Financial information about the subsidiaries with substantial non-controlling interests

|                                                                    |         | HHLA Container Terminal<br>Altenwerder GmbH |  |
|--------------------------------------------------------------------|---------|---------------------------------------------|--|
| in € thousand                                                      | 2023    | 2022                                        |  |
| Percentage of non-controlling interests                            | 25.1 %  | 25.1 %                                      |  |
| Non-current assets                                                 | 193,813 | 190,454                                     |  |
| Current assets                                                     | 142,888 | 191,865                                     |  |
| Non-current liabilities                                            | 172,206 | 179,036                                     |  |
| Current liabilities                                                | 45,671  | 50,319                                      |  |
| Net assets                                                         | 118,824 | 152,964                                     |  |
| Book value of non-controlling interests                            | 43,596  | 60,896                                      |  |
| Revenue                                                            | 265,615 | 300,158                                     |  |
| Annual net profit                                                  | 49,369  | 73,596                                      |  |
| Other comprehensive income                                         | - 968   | 10,086                                      |  |
| Total comprehensive income                                         | 48,401  | 83,682                                      |  |
| of which attributable to non-controlling interests                 | 24,441  | 39,330                                      |  |
| of which attributable to shareholders of the parent company        | 23,960  | 44,352                                      |  |
| Cash flow from operating activities                                | 78,247  | 85,978                                      |  |
| Settlement obligation to shareholders of non-controlling interests | 41,270  | 0                                           |  |

#### Interests in joint ventures

The Group holds interests in joint ventures. As per IFRS 11, a joint venture is subject to a joint contractual agreement between two or more parties to carry out an economic activity which is subject to joint control. Joint control is the contractually agreed division of managerial responsibilities for this arrangement. It only exists if the decisions associated with this business activity require the unanimous consent of the parties involved in joint management. More detailed information is available in Note 25.

#### Interests in associated companies

Companies designated as associated companies are those over which the shareholder has a material influence. At the same time, it is neither a subsidiary nor an interest in a joint venture. A material influence is assumed when it is possible to be involved in the associated company's financial and commercial decisions without exercising a controlling influence. This is generally the case when 20 to 50 % of the voting rights are held, either directly or indirectly.

HHLA does not provide information on joint companies or associated companies as per IFRS 12 because the relevant companies are of minor importance overall for the Group. HHLA does not believe that this has a negative impact on the statement concerning the nature of interests in other companies and the associated risks. The effects of these interests on the results of operations, net assets and financial position of the HHLA Group are insignificant.

{198}------------------------------------------------

#### Accounting for interests in joint ventures and associates

Interests in joint ventures and associates are accounted for using the equity method. With the equity method, the share in each joint venture and/or associated company is initially stated at acquisition cost. Instead of being amortised, any goodwill recognised within the carrying amount of the investment when it is reported in the balance sheet for the first time is subject to an impairment test for the entire carrying amount of the investment if there are any indications of possible impairment.

As from the acquisition date, HHLA's interest in the results of the joint venture or associated company is recorded in the consolidated income statement, while its interest in changes in equity is recorded directly in equity. These cumulative changes affect the carrying amount of the interest in the joint venture or associated company. As soon as HHLA's share in the company's losses exceeds the carrying amount of the investment, however, HHLA records no further shares in the losses unless HHLA has entered into obligations to that effect or has made payments for the joint venture or associated company.

Significant results from transactions between HHLA and the joint venture or associated company are eliminated in proportion to the interest in the company.

### Acquisitions, disposals, changes to shares in subsidiaries and other changes to the consolidated group

With the share purchase and transfer agreement dated 22 December 2022, HHLA Next GmbH, Hamburg, Germany, acquired a 51.0 % stake in Survey Compass GmbH, Treben, Germany. The object of the company is the provision of online content, the transfer of software and hardware and consultancy in the logistics and transport industry (focusing on railways, ships, aircraft and trucks) as well as associated industries. The closing of the transaction (corresponding to the acquisition date) was tied to various conditions and took place on 17 January 2023. The first-time consolidation of the company took place on the acquisition date. The company is assigned to the Logistics segment. The company was incorporated into HHLA's group of consolidated companies as of 31 March 2023. The purchase price (transferred consideration) was paid in euros.

A capital increase in the amount of € 2,000 thousand was carried out in connection with the acquisition of the shares and added to subscribed capital and the capital reserve.

The following tables depict the consideration transferred for the acquisition of the company as well as the values of the assets identified, and liabilities acquired, on the date of acquisition based on the acquisition of 100.0 % of the shares:

### Composition of the consideration transferred

| in € thousand                              |       |
|--------------------------------------------|-------|
| Base purchase price                        | 2,975 |
| Fair value of the contingent consideration | 1,061 |
| Capital increase (proportionate)           | 980   |
| Transferred consideration                  | 5,016 |

{199}------------------------------------------------

The amount of the contingent consideration, with a maximum amount of € 1,500 thousand, is based on the achievement of individual targets (milestone payments primarily for new customer acquisition, for profit performance and for product development/positioning in the market) that are independent of each other and measured at a respective partial amount. The fair value of the contingent consideration was discounted at a discount rate of 12.5 to 12.8 % and totals € 1,061 thousand.

### Fair value of assets and liabilities (identifiable net assets) and derivation of goodwill

| in € thousand                                                  | 100 %   | HHLA stake<br>51.0 % |
|----------------------------------------------------------------|---------|----------------------|
| Cash and cash equivalents                                      | 0       | 0                    |
| Intangible assets                                              | 3,956   | 2,018                |
| Carrying amount of other acquired net assets                   | - 104   | - 53                 |
| Deferred taxes                                                 | - 1,120 | - 571                |
| Fair value of assets and liabilities (identifiable net assets) | 2,732   | 1,393                |
| Plus derived goodwill                                          |         | 3,623                |
| Transferred consideration                                      |         | 5,016                |

The derived goodwill in the amount of € 3,623 thousand reflects the opportunities for further expansion and therefore the future development of the company as well as the exploitation of synergies for the business of HHLA Next GmbH. The goodwill is allocated to the Logistics segment. It is not anticipated that a portion of the recorded goodwill will be tax deductible.

The intangible assets acquired essentially related to the software solutions developed by the company in the course of container asset management which were measured using capital value-based procedures with the licence price analogy method.

The fair value of trade receivables amounts to € 54 thousand and is collectable in full.

The proportionate net assets of the non-controlling interests recognised in the course of the business combination amount to € 1,339 thousand based on the acquisition of 51.0 % of the shares. This valuation is based on the same criteria used to value the acquired assets and liabilities.

Between 1 January and 31 December 2023, the acquired business operations contributed to the HHLA Group's result with revenue of € 164 thousand and a loss after tax of € 417 thousand.

The transaction costs associated with the acquisition were immaterial.

With a share purchase and transfer agreement dated 2 March 2023, the subsidiary METRANS a.s., Prague, Czech Republic, acquired a 51.0 % stake in Adria Rail d.o.o., Rijeka, Croatia. This company has two subsidiaries (Adria Rail operator d.o.o., Rijeka, Croatia, and DRUŠTVO ZA INTERMODALNI PREVOZ I USLUGE ADRIA RAIL DOO INDIJA, Indija, Serbia); in each case with a shareholding of 100 %. The purpose of the company is to provide forwarding and transport services with daily rail operations between the port of Rijeka and Serbia. The closing of the transaction (corresponding to the acquisition date) took 

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place on 2 March 2023. The first-time consolidation of the company took place on the acquisition date. The company has been assigned to the Intermodal segment. The company was incorporated into HHLA's group of consolidated companies as of 31 March 2023.

The transferred consideration (basic purchase price) was € 2,000 thousand and was paid in euros.

The following table depicts the consideration transferred for the acquisition of the company as well as the values of the assets identified and liabilities acquired on the date of acquisition based on the acquisition of 100 % of the shares:

### Fair value of assets and liabilities (identifiable net assets) and derivation of goodwill

|                                                                |         | HHLA stake |
|----------------------------------------------------------------|---------|------------|
| in € thousand                                                  | 100 %   | 51.0 %     |
| Cash and cash equivalents                                      | 284     | 145        |
| Property, plant and equipment                                  | 653     | 333        |
| Customer relationships and other intangible assets             | 406     | 207        |
| Non-current assets                                             | 52      | 27         |
| Current assets                                                 | 2,520   | 1,285      |
| Non-current liabilities                                        | - 118   | - 60       |
| Current liabilities                                            | - 1,906 | - 972      |
| Deferred taxes                                                 | - 162   | - 83       |
| Fair value of assets and liabilities (identifiable net assets) | 1,729   | 882        |
| Plus derived goodwill                                          |         | 1,118      |
| Transferred consideration                                      |         | 2,000      |

The derived goodwill as of 31 December 2023 in the new amount of € 1,118 thousand reflects the opportunities for further expansion and therefore the future development of the company as well as the exploitation of synergies and new entry points for the METRANS Group's existing network. The goodwill has been allocated to the Intermodal segment, and specifically to the METRANS cash-generating unit. It is not anticipated that a portion of the recorded goodwill will be tax deductible.

The fair value of trade receivables amounts to € 2,044 thousand and is collectable in full.

The proportionate net assets of the non-controlling interests recognised in the course of the business combination amount to € 847 thousand based on the acquisition of 51.0 % of the shares. This valuation is based on the same criteria used to value the acquired assets and liabilities.

Between 2 March and 31 December 2023, the acquired business operations contributed to the HHLA Group's result with revenue of € 8,151 thousand and a loss after tax of € 298 thousand. Had the acquisition taken place on 1 January 2023, consolidated revenue of € 10,021 thousand and a consolidated loss of € 237 thousand would have been recognised in the consolidated income statement. When calculating these amounts, management has assumed that the adjustments to fair values performed as of the acquisition date would still have remained valid in the event of an acquisition on 1 January 2023.

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The transaction costs associated with the acquisition were immaterial.

Due to the course of business of the company DRUŠTVO ZA INTERMODALNI PREVOZ I USLUGE ADRIA RAIL DOO INDIJA, Indija, Serbia, in the fourth quarter of 2023, this company was incorporated into HHLA's group of consolidated companies as of 31 December 2023. The company has been assigned to the Intermodal segment.

As of 31 March 2023, METRANS Rail sp. z.o.o., Gadki, Poland, which was newly established in the 2022 financial year, was incorporated into HHLA's group of consolidated companies in full for the first time as part of the Intermodal segment.

The company HHLA Container Terminal Altenwerder GmbH, Hamburg (CTA), in which HHLA AG holds 74.9 % of the shares, transferred all its shares in SCA Service Center Altenwerder GmbH, Hamburg, Germany, (SCA), to HHLA AG effective 1 January 2023. The indirect shareholding in SCA's capital thus increased from 74.9 % to a direct shareholding of 100 %.

The disposal date of the share disposal agreement for a non-controlling interest of 24.99 % in HHLA Container Terminal Tollerort GmbH, Hamburg (CTT) concluded on 19 June 2023 between HHLA AG and Grand Dragon Investment Enterprise Limited, Hong Kong, China, a subsidiary of COSCO SHIPPING Ports Limited, Hong Kong, China (CSPL), is 20 June 2023. This change in the HHLA Group's shareholding in a subsidiary is recognised directly in equity as an equity transaction as it does not lead to a loss of control. The transaction costs of this equity transaction are likewise to be recognised directly in equity as a deduction from the capital reserve.

A profit transfer agreement is in place between HHLA AG and CTT until 31 December 2023. On the basis of the purchase agreement, HHLA AG pledges to pay a pro rata settlement liability to the non-controlling shareholder in the event of a positive annual result and likewise is entitled to a pro rata settlement receivable in the event of a negative annual result for the 2023 financial year. HHLA AG's entitlement to a receivable for the expected negative annual result in 2023 was recognised directly in equity at the time of the disposal in the amount of € 951 thousand and, as a financial receivable, increased the non-controlling interests in equity accordingly. More detailed information is available in Note 35.

The recognition of the disposal of the shares directly in equity is reported separately in the statement of changes in equity.

In connection with the sale of the shares, an existing shareholder loan of HHLA AG was assumed on a pro rata basis by the non-controlling shareholder in the amount of € 19,992 thousand, see Note 38.

With the share purchase and transfer agreement dated 31 July 2023, HHLA PLT Italy S.r.l., Trieste, Italy (PLT), acquired a 100.0 % stake in Logistica Giuliana S.r.l., Trieste, Italy (LG). The purpose of the company is business operations as a port enterprise, which mainly comprises the land and seaborne handling and storage of goods as well as the provision of other related port logistics services. The closing of the transaction (corresponding to the acquisition date) was tied to various conditions and took place on 14 December 2023. With this transaction, the interest held by HHLA International GmbH, Hamburg (HIG), in PLT

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increased from 50.01 to 75.00 %. The first-time consolidation of the company took place on the acquisition date. The company is assigned to the Container segment. The company was incorporated into HHLA's group of consolidated companies as of 31 December 2023.

The following tables depict the consideration transferred for the acquisition of the company as well as the values of the assets identified, and liabilities acquired, on the date of acquisition based on the acquisition of 100.0 % of the shares:

#### Composition of the consideration transferred

| in € thousand                             |        |
|-------------------------------------------|--------|
| Basic purchase price                      | 10     |
| Assumption of liabilities to shareholders | 11,545 |
| Transferred consideration                 | 11,555 |

### Preliminary fair value of assets and liabilities (identifiable net assets) and derivation of the thus preliminary goodwill

| in € thousand                                                              | 100 %    | Indirect HHLA<br>stake 75.0 % |
|----------------------------------------------------------------------------|----------|-------------------------------|
| Cash and cash equivalents                                                  | 15       |                               |
| Intangible assets                                                          | 21,255   |                               |
| Property, plant and equipment                                              | 7,438    |                               |
| Other assets                                                               | 1,247    |                               |
| Non-current liabilities                                                    | - 17,924 |                               |
| Current liabilities                                                        | - 21,258 |                               |
| Preliminary fair value of assets and liabilities (identifiable net assets) | - 9,227  |                               |
| Plus preliminary derived goodwill                                          | 20,782   | 15,587                        |
| Transferred consideration                                                  | 11,555   |                               |

The fair values of the acquired assets and assumed debts have only been determined on a provisional basis. The final measurement has yet to be completed and may lead to changes in the fair values of the assets and liabilities. This would result in a change in goodwill.

With 75.00 % attributed to HIG and thus the parent company on a pro rata basis, the provisionally derived goodwill of € 15,587 thousand reflects the opportunities for further expansion at the Trieste site and the exploitation of synergies within the network and with the neighbouring PLT terminal, as well as with other companies within the HHLA Group. The goodwill has been allocated to the Container segment. PLT and LG form a cash-generating unit in this regard. It is not anticipated that a portion of the recorded goodwill will be tax deductible.

The intangible assets acquired item includes the capitalisation of demolition costs from the as yet incomplete demolition of a steelworks on a land concession.

The property, plant and equipment acquired mainly covers right-of-use assets represented by the concession for the operation of the port terminal.

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The non-current liabilities acquired pertain both to loans associated with the property, plant and equipment acquired, and to leases.

The current liabilities assumed mainly relate to an outstanding purchase price payment.

The fair value of trade receivables amounts to € 327 thousand and is collectable in full.

Between 14 December and 31 December 2023, the acquired business operations contributed to the HHLA Group's result with revenue of € 0 thousand and a loss after tax of € 111 thousand. Had the acquisition taken place on 1 January 2023, consolidated revenue of € 0 thousand and a consolidated loss of € 316 thousand would have been recognised in the consolidated income statement. When calculating these amounts, management has assumed that the adjustments to fair values performed as of the acquisition date would still have remained valid in the event of an acquisition on 1 January 2023.

The transaction costs associated with the acquisition came to € 629 thousand.

There were no other significant company acquisitions, company disposals, changes to shares in subsidiaries or other changes to the consolidated group.

### 4. Foreign currency translation

Monetary assets and liabilities in the separate financial statements for the consolidated companies, which are prepared in local currency, are converted to a foreign currency at the rate applicable on the balance sheet date. The resulting currency differences are recognised in the result for the period.

Non-monetary items held at historical cost in a foreign currency are translated at the applicable rate on the transaction date. Non-monetary items held at fair value in a foreign currency are translated at the rate applicable on the date fair value was measured.

Exchange rate gains and losses recognised in the income statement on foreign currency items resulted in a profit of € 2,432 thousand in the financial year (previous year: € 1,268 thousand), largely due to the exchange rate development of the Czech koruna.

The concept of functional currency according to IAS 21 is applied when translating annual financial statements of foreign affiliates prepared in a foreign currency. As the subsidiaries in question are generally independent in terms of their financial, economic and organisational activities, the functional currency is the respective national currency. As of the balance sheet date, the assets and liabilities of these subsidiaries are converted to euros at the rate prevailing on the reporting date. Income and expenses are translated at the weighted average rate for the financial year. Equity components are converted at their respective historical rates when they occur. Any translation differences are recognised as a separate component of equity outside profit or loss. If Group companies leave the group of consolidated companies, the associated translation difference is reversed through profit and loss.

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The proportion of equity attributable to shareholders of the parent company fell, with the change recognised directly in equity, by € 819 thousand (previous year: a decrease of € 8,232 thousand), largely due to the depreciation of the Ukrainian currency in the amount of € 1,499 thousand (previous year: depreciation of the Ukrainian currency in the amount of € 8,260 thousand).

### Foreign currency translation

|                   |          | Spot rate = 1€ |            | Average annual rate = 1€ |         |
|-------------------|----------|----------------|------------|--------------------------|---------|
| Currency          | ISO-Code | 31.12.2023     | 31.12.2022 | 2023                     | 2022    |
| Australian dollar | AUD      | 1.626          | 1.569      | 1.629                    | 1.517   |
| Canadian dollar   | CAD      | 1.464          | 1.444      | 1.460                    | 1.370   |
| Czech crown       | CZK      | 24.724         | 24.116     | 23.987                   | 24.559  |
| Georgian lari     | GEL      | 2.975          | 2.884      | 2.854                    | 3.102   |
| Hungarian forint  | HUF      | 382.800        | 400.870    | 382.148                  | 391.030 |
| Polish zloty      | PLN      | 4.340          | 4.681      | 4.536                    | 4.678   |
| Ukrainian hryvnia | UAH      | 42.208         | 38.951     | 39.713                   | 34.125  |
| US dollar         | USD      | 1.105          | 1.067      | 1.081                    | 1.053   |

### 5. Effects of new accounting standards

Revised and new IASB/IFRIC standards and interpretations that were mandatory for the first time in the financial year under review. First-time application had no material impact on the consolidated financial statements.

#### IFRS 17 Insurance Contracts including amendments to IFRS 17

On 23 November 2021, the European Union published and thus adopted its regulation on the amendment to IFRS 17 Insurance Contracts dated 18 May 2017, including the amendments dated 25 June 2020. Accordingly, entities may exempt themselves from applying IFRS 17.22 in the case of contracts with profit participation.

Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates ■

The amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors issued by the IASB on 12 February 2021 clarifies how entities can better distinguish between changes in accounting policies and changes in accounting estimates. It includes the definition that an accounting estimate is always related to a measurement uncertainty for a financial figure in the financial statements. The European Union published and adopted these amendments on 3 March 2022.

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies ■

On 3 March 2022, the European Union published and adopted the IASB amendments from 12 February 2021 to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2. The amendments require an entity to present only its "material" accounting policies in the Notes. 

{205}------------------------------------------------

To be "material", the accounting policy must be connected with material transactions or other events and there must be a reason for the presentation. The guidance in Practice Statement 2 has been adapted accordingly.

Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) ■

On 12 August 2022, the European Union published and adopted the amendments to IAS 12 that were issued by the IASB on 7 May 2021. This removed uncertainties concerning how deferred taxes are accounted for with regard to leases and decommissioning obligations. The amendments mean that deferred taxes should be recognised, for example, on leases accounted for by the lessee and on decommissioning obligations.

Amendments to IFRS 17 Insurance Contracts: First-time Application of IFRS 17 and IFRS 9 – Comparative Information ■

On 9 September 2022, the European Union published and adopted the IASB's amendments from 9 December 2021 to IFRS 17. The marginal amendment introduces the option to apply a classification overlay approach, provided certain conditions are met. This means that the comparative information about the financial instruments can be made more meaningful in the year prior to the first-time application of IFRS 17.

Amendments to IAS 12 Income Taxes: International Tax Reform – Pillar Two Model Rules On 9 November 2023, the European Union published and adopted the amendments to IAS 12 International Tax Reform – Pillar Two Model Rules issued by the IASB on 23 May 2023. This amendment will include a temporary exemption from the obligation to report deferred taxes resulting from the implementation of the Pillar Two regulations, as well as specific mandatory disclosures for affected companies in IAS 12. ■

Amendments to standards that can be applied on a voluntary basis for the financial year under review but were not adopted by HHLA: the impact on the consolidated financial statements would be immaterial.

Amendments to IFRS 16 Leases: Lease Liabilities from Sale and Leaseback Transactions On 21 November 2023, the European Union published and adopted the amendments to IFRS 16 dated 22 September 2022 that affect how lease liabilities from sale and leaseback transactions are accounted for. Following a sale, a lessee must now measure the lease liability in such a way that no amount relating to the retained right of use is recognised in profit or loss. The amendments apply to financial years beginning on or after 1 January 2024. ■

Amendments to IAS 1 Presentation of Financial Statements: Classification of debt that is subject to covenants as current or non-current On 20 December 2023, the European Union published and adopted the amendments to IAS 1 dated 31 October 2022. The amendment concerns the classification of debt that is subject to covenants. The IASB clarifies that covenants which should be adhered to before or on the balance sheet date may affect whether the debt is classified as current or non-current. By contrast, covenants which should merely be adhered to after the balance sheet date have no impact on this classification and should be disclosed in the Notes to the financial statements. This amendment ■

{206}------------------------------------------------

thus supplements the two amendments to IAS 1 regarding the same issue from January and July 2020. The amendments are mandatory for financial years beginning on or after 1 January 2024.

Standards and interpretations that have been passed by the IASB but not yet adopted by the EU and are not applied by HHLA. Early adoption would, however, require an EU endorsement.

#### Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements ■

The International Accounting Standards Board (IASB) published Supplier Finance Arrangements with the amendments to IAS 7 and IFRS 7 on 25 May 2023. The amendments relate to disclosure regulations in connection with supplier finance arrangements – also known as supply chain financing, the financing of trade liabilities or reverse factoring agreements. The supplements relate in particular to additional mandatory disclosures in the notes that aim to increase transparency regarding reverse factoring agreements and their impact on a company's liabilities, cash flow and liquidity risk. The amendments apply to financial years beginning on or after 1 January 2024. Early adoption is permitted.

#### Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability ■

The IASB published its amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates on 15 August 2023. The amendment relates to the determination of the exchange rate in cases where it is not possible to convert currency over the long term and supplements IAS 21 with regulations on exchange rate conversions to be applied if one currency cannot be converted into another. The amendments apply to financial years beginning on or after 1 January 2025. Early adoption is permitted.

### 6. Accounting and valuation principles

The annual financial statements of the companies included in the consolidated financial statements are based on uniform accounting and valuation principles. Specifically, the following accounting and valuation principles have been applied.

#### Intangible assets

Intangible assets are capitalised if the assets are identifiable, a future inflow of benefits can be expected and the acquisition and production costs can be ascertained reliably. Intangible assets acquired in return for payment are recognised at acquisition cost. Intangible assets with a finite useful life are amortised over their economic life on a straight-line basis. The Group reviews the underlying amortisation methods and the useful lives of its intangible assets with a finite useful life as of each balance sheet date.

Intangible assets with an indefinite useful life are subjected to an impairment test at least once a year. If necessary, value adjustments are made in line with future expectations. In the 

{207}------------------------------------------------

reporting period, there were no intangible assets with an indefinite useful life, with the exception of derivative goodwill.

Internally generated intangible assets are recognised at the costs incurred in their development phase from the time when technological and economic feasibility is determined until completion. Production costs include all directly attributable costs incurred during the development phase.

The capitalised amount of development costs is subject to an impairment test at least once per year if the asset is not yet in use or if there is evidence of impairment during the course of the year.

#### Useful life of intangible assets

| in years                      | 2023   | 2022   |
|-------------------------------|--------|--------|
| Software                      | 3 – 10 | 3 – 10 |
| Internally developed software | 5 – 10 | 5 – 10 |
| Other intangible assets       | 3 – 30 | 3 – 30 |

#### Property, plant and equipment

Property, plant and equipment is reported at cost less accumulated depreciation, amortisation and impairment losses. The costs of ongoing maintenance are recognised immediately in profit and loss. Production costs include specific expenses and appropriate portions of attributable production overheads. Demolition obligations are included in the acquisition or production costs at the present value of the obligation as of the time when it arises, with an equivalent provision recognised at the same time. The HHLA Group does not use the revaluation method of accounting. The carrying amounts for property, plant and equipment are tested for impairment if there is evidence that the carrying amount of an asset exceeds its recoverable amount.

Depreciation is carried out on a straight-line basis over an asset's economic life.

The following table shows the principal useful lives which are assumed:

#### Useful life of property, plant and equipment

| in years                                    | 2023    | 2022    |
|---------------------------------------------|---------|---------|
| Buildings and structures                    | 10 – 70 | 10 – 70 |
| Technical equipment and machinery           | 5 – 25  | 5 – 25  |
| Other plant, operating and office equipment | 3 – 20  | 3 – 20  |

Land has an indefinite useful life. It is only subject to unscheduled value adjustments as necessary.

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#### Borrowing costs

According to IAS 23, borrowing costs which can be directly attributed to the acquisition or production of a qualifying asset are capitalised as a component of the acquisition or production cost of the asset in question. For HHLA, an asset is deemed a qualifying asset if a significant period of time (generally at least six months) is required in order to bring it into a usable condition. Borrowing costs which cannot be directly attributed to a qualifying asset are recognised as an expense at the time they are incurred.

#### Investment property

Investment property consists of buildings held for the purpose of generating rental income or for capital gain, and not used for supplying goods or services, for administrative purposes or for sale as part of normal business operations.

IAS 40 stipulates that investment property be held at cost less accumulated depreciation and impairment losses. Subsequent expenses are capitalised if they result in an increase in the investment property's value in use. The useful lives applied are the same as those for property, plant and equipment used by the Group.

The fair values of these properties are disclosed separately in Note 24.

The carrying amounts for investment property are tested for impairment if there is evidence that the carrying amount of an asset exceeds its recoverable amount.

#### Impairment of assets

As of each balance sheet date, the Group determines whether there are any indications that an asset may be impaired. If there are such indications, or if an annual impairment test is required (as in the case of goodwill or capitalised development costs that have not yet been used), the Group estimates the recoverable amount. This is ascertained as the higher of the fair values of the asset less selling costs and its value in use. The recoverable amount must be determined for each asset individually unless the asset does not generate cash inflows which are largely independent of those generated by other assets or groups of assets. In this case, the recoverable amount of the smallest cash-generating unit (CGU) must be determined. If the carrying amount of an asset exceeds its recoverable amount, the asset is deemed to be impaired and is written down to its recoverable amount. At HHLA, the recoverable amount is generally calculated based on the fair value less selling costs of the cashgenerating unit or asset, thereby applying the discounted cash flow method. This involves discounting estimated future cash flows to their present value using a discount rate after tax which reflects current market expectations of the interest curve and the specific risks of the asset. The measurement of fair value minus costs to sell is categorised at Level 3 of the fair value hierarchy under IFRS 13.

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The following table shows the discount rate for each group of cash-generating units:

#### Discount rate per cash generating unit

| in %                        | 2023 | 202  |
|-----------------------------|------|------|
| CTT/Rosshafen               | 5.8  | 6.1  |
| HCCR                        | 5.8  | 6.1  |
| METRANS                     | 6.6  | 7.0  |
| EUROPORT                    | 6.8  | 7.2  |
| HHLA TK Estonia             | 6.7  | 7.3  |
| PLT/LG (previous year: PLT) | 8.1  | 8.7  |
| iSAM                        | 8.8  | 9.3  |
| CTO                         | 12.6 | 13.8 |
| Survey Compass              | 9.0  | –    |

The cash flow forecasts in the Group's current plans, which are usually for the next five years, are used to determine future cash flows. For PLT/LG, the cash flow forecasts relate to the next ten years, while the next nine years are used for Survey Compass. If new information is available when the financial statements are produced, this will be taken into account. A growth factor of 1.0 % (previous year: 1.0 %) was applied in the reporting year. When forecasting cash flows, the Group takes account of future market and sector expectations as well as past experience in its planning. Cash flows are primarily determined on the basis of anticipated volumes and income along with the cost structure arising from the level of capacity utilisation achieved and the technology used.

As part of its risk and opportunity management system, the Group also conducts an assessment of climate risks and, in connection with climate change, a risk assessment for floods and extreme weather events. At the same time, the Group creates the framework for the long-term growth of its enterprise value through its sustainability strategy. The Group plans underpinning the impairment test take this environment into account in its detailed planning horizon. The growth factor of 1.0 % applied throughout is still seen as appropriate.

Having reviewed whether there could be indications of an impairment of assets, the picture for individual CGUs was as follows:

As the company's earnings development was below the original expectations at the time of its acquisition, primarily as a result of the Russia-Ukraine war, management performed a supplementary impairment test on the assets of CL EUROPORT Sp. Z o.o., based in Malaszewicze, Poland (EUROPORT CGU) as of 31 December 2022. Based on current planning, there was no need to recognise an impairment loss; the recoverable amount was sufficiently higher than the carrying amount for valuation purposes. An interest rate of 7.2 % was applied for the impairment test.

As a result of the ongoing Russia-Ukraine war, another impairment test was carried out for EUROPORT CGU on 31 December 2023. An interest rate of 6.8 % was applied for the impairment test. Based on current planning, there was still no need to recognise an impair

{210}------------------------------------------------

ment loss; the recoverable amount was sufficiently higher than the carrying amount for valuation purposes.

As of the measurement date of 31 December 2022, a recoverable amount for the cashgenerating unit HHLA PLT Italy S.r.l., Trieste, Italy (PLT CGU) was calculated as part of the annual testing of goodwill. This amount was approximately € 9.1 million higher than the carrying amount for valuation purposes. As the recoverable amount was close to the carrying amount, management considered it possible as of the measurement date of 31 December 2022 that there could be a change in material assumptions which would lead to the carrying amount exceeding the recoverable amount.

The management regarded the fact that the recoverable amount was close to the carrying amount as indicative of the need to conduct further impairment tests for the PLT CGU as of the measurement dates of 30 June 2023 and 30 September 2023. The estimate of cash flows in the detailed planning period was updated on the basis of the option to expand the existing terminal. With a discount rate of 8.5 % or 8.6 % and an unchanged growth factor of 1.0 %, there was no need to recognise an impairment loss and the recoverable amounts were both sufficiently higher than the carrying amount for valuation purposes.

As of the measurement date of 31 December 2023, PLT and Logistica Giuliana S.r.l., Trieste, Italy (LG), which had recently been included in the group of consolidated companies, formed one CGU. The inclusion of LG in the group of consolidated companies is linked to the option of expanding the existing terminal. Assuming a discount rate after taxes of 8.1 % and maintaining the cash flow estimate applied on 30 September 2023 for the detailed planning period and the growth factor of 1.0 %, the recoverable amount is sufficiently higher than the carrying amount for valuation purposes.

Due to the Russia-Ukraine war, management conducted an impairment test of the assets of SC Container Terminal Odessa in Odessa, Ukraine (CTO CGU), as of 31 December 2022. There was no need to recognise an impairment loss because the recoverable amount was sufficiently higher than the carrying amount for valuation purposes.

Due to the ongoing Russia-Ukraine war, management conducted further impairment tests of the assets of the CTO CGU on 30 June and 30 September 2023. For this purpose, management developed updated scenarios. These scenarios also assume the continued existence of the container terminal. For both scenarios, it was assumed that seaborne container handling would not resume in 2023. As for the subsequent years, one scenario envisages a medium-term recovery and a return to the original volumes planned before the Russia-Ukraine war; the other scenario envisages a recovery in the short term. Both scenarios envisage the upper and lower points of possible developments based on current information; for this reason, they were taken as equally probable for the impairment test. The weighted cash flows were discounted at a rate of 13.6 % or 13.1 %, while a growth factor of 1.0 % was applied. Based on the assumptions described, there was no need to recognise an impairment loss; the recoverable amount was sufficiently higher than the carrying amount for valuation purposes.

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On 31 December 2023, the discount rate for the CTO CGU was 12.6 %. Maintaining the scenarios applied on 30 September 2023, and a growth factor of 1.0 %, the recoverable amount was higher than the carrying amount for valuation purposes.

Material risks (expropriation, destruction, breach of contract) continue to be largely hedged by German government guarantees. It has been possible to expand hedging to include shareholder loans additionally granted in the meantime.

On the measurement date of 31 December 2022, the goodwill for the cash-generating unit HHLA TK Estonia AS, Tallinn, Estonia (HHLA TK Estonia CGU), underwent mandatory impairment testing. There was no need to recognise an impairment loss.

As of 31 December 2023, the discount rate after taxes was 6.7 %. Based on the estimate used for the cash flow in the detailed planning period and the growth factor of 1.0 %, the recoverable amount was € 4.3 million higher than the carrying amount for valuation purposes.

Management therefore still considered it possible that there could be a change in material assumptions that could lead to the carrying amount exceeding the recoverable amount.

The overview below shows the necessary change in the various material valuation parameters as at 31 December which would lead to the recoverable amount being the same as the carrying amount:

#### Valuation parameters

| in % / pp     | Necessary change |
|---------------|------------------|
| Discount rate | + 0.15 pp        |
| Growth factor | - 0.30 pp        |
| EBIT1         | - 3.0 %          |

1 Change applies to the detailed planning for the first 5 years and the going concern value.

The cash flows at the HHLA TK Estonia CGU are calculated using the expected figures for volume and revenue growth and the cost structure. For this purpose, average revenue growth p.a. in the high single figures is assumed for the detailed planning period. A significant increase in EBIT margin is expected thanks to improvements in capacity utilisation.

The Group capitalised development costs that have not yet been used amounting to approximately € 43.7 million (previous year: € 32.6 million). These primarily relate to the development of software for the management of operations at the container terminals and developments relating to the growth initiatives in the Logistics segment. Now that their development and commissioning is complete, these assets can only generate cash in conjunction with other assets. Correspondingly, the recoverable amount was determined for the smallest CGU in accordance with the system described above. There was no need to recognise an impairment loss for the smallest CGUs in each case; the recoverable amount was sufficiently higher than the carrying amount for valuation purposes.

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The CGUs PLT/LG, CTO and TK Estonia showed pro rata development costs amounting to € 4.4 million.

The amounts of € 21.3 million for the CTB CGU and € 10.1 million for the CTA CGU are recognised for the development of software to control operations. A discount rate of 5.75 % was applied for both CGUs.

A total of € 5.5 million was allocated to the growth initiatives in the Logistics segment. Depending on the CGU, the discount rates varied between 9.0 % and 26.0 %.

The remaining assets can mainly be attributed to the Intermodal segment.

On each reporting date, an assessment is made as to whether an impairment loss recognised in prior periods either no longer exists or has decreased. If there are such indications, the recoverable amount is estimated. Where there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised, previously recognised impairment losses are reversed. In this case, the carrying amount of the asset is raised to its recoverable amount. This higher carrying amount may not exceed the amount which would have been determined, less depreciation or amortisation, had no impairment losses been recognised in prior years. Any such reversals must be recognised immediately in profit and loss for the period. Following a reversal, the amount of depreciation or amortisation must be adjusted in subsequent periods in order to systematically write down the adjusted carrying amount of the asset, less any residual value, over its remaining useful life.

Impairment losses on goodwill are not reversed.

#### Financial assets

Depending on the business model under which significant amounts of assets are held, and depending on the composition of related payment flows, financial assets are classified at amortised cost, at fair value through other comprehensive income or at fair value through profit and loss.

#### Business models

IFRS 9 distinguishes between three kinds of business model:

#### HOLD TO COLLECT

The objective of this business model is to hold debt instruments, generate contractual cash flows (e.g. interest income) and, upon maturity, collect the nominal value. In this business model, subsequent measurement is performed at amortised cost, applying the effective interest rate method.

#### HOLD TO COLLECT AND SELL

If debt instruments are held under this business model, the objective is to collect contractual cash flows or sell the debt instruments. The debt instruments are measured at fair value, with market value fluctuations recorded in equity.

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#### HOLD FOR TRADING

If debt instruments are held primarily to generate short-term price gains, they are assigned to this business model. This category includes financial assets that do not meet the requirements of the two business models outlined above. Consequently, the debt instruments are measured at fair value through profit and loss.

#### Nature of payment flows

Alongside the business model, the nature of the contractual cash flows is material. If these are not solely comprised of interest and repayments – and thus reflect not only the fair value of the cash and the credit risk of the counterparty – the debt instruments concerned are measured at fair value through profit and loss. These debt instruments are automatically assigned to the "Hold for trading" business model.

#### Classification of financial assets

The following table shows the financial assets recognised by HHLA and their assigned business models on which the corresponding measurement categories are based. The cash flows of all the financial assets belonging to the "Hold to collect" and "Hold to collect and sell" business models are solely comprised of interest and repayments.

#### Classification in accordance with IFRS 9

|                                                | Business model           | Measurement categories                                            |
|------------------------------------------------|--------------------------|-------------------------------------------------------------------|
| Financial assets                               | Hold to collect and sell | Fair value through other comprehensive<br>income (with recycling) |
| Financial assets                               | Hold for trading         | Fair value through profit or loss                                 |
| Financial assets                               | Hold to collect          | Amortised cost                                                    |
| Trade receivables                              | Hold to collect          | Amortised cost                                                    |
| Receivables from related parties               | Hold to collect          | Amortised cost                                                    |
| Cash, cash equivalents and short-term deposits | Hold to collect          | Amortised cost                                                    |

For further information about compensatory receivables from a minority shareholder that has been categorised with the "Hold for trading" business model under IFRS 9, please refer to Note 3.

#### Impairment of financial assets

Pursuant to IFRS 9, losses will be recorded not only once they occur but also when they are expected, depending on whether the default risk of financial assets has worsened significantly since their acquisition. If there is a significant deterioration and the default risk is not classified as "low" on the balance sheet date, all expected losses over the entire term will be recorded from this point. Otherwise, it is only necessary to take account of the expected losses over the term of the instrument that result from potential future loss events within the next twelve months.

Exceptions apply in respect of trade receivables and leasing receivables. For these assets, all expected losses over the entire term must (if they do not contain any significant financing 

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components) or may (if they do contain significant financing components) be taken into account, regardless of the change in the default risk.

On each balance sheet date, the Group determines whether a financial asset or a portfolio is impaired. For a detailed description of this method, please see Note 47.

#### Inventories

Inventories include raw materials, consumables and supplies, work in progress, finished products and merchandise. They are initially recognised at acquisition or production cost. Measurement at the balance sheet date is made at the lower of cost and net realisable value. Standard sequences of consumption procedures are not used for valuation. Work in progress is performed over a period stipulated in the relevant contract. Input-based methods are used to determine the level of progress. As such, HHLA recognises revenues on the basis of the endeavours or inputs of the company to fulfil its performance obligation (e.g. hours worked or costs incurred) in relation to the total inputs expected to fulfil this performance obligation. HHLA only recognises the income of a performance obligation fulfilled over a certain period of time where progress towards complete fulfilment of the performance obligation can be deemed appropriate.

#### Financial liabilities

Financial liabilities are classified by measurement category. As soon as HHLA becomes a contracting party, financial liabilities must be recognised. The liability is measured at fair value at the time of acquisition, with acquisition costs constituting the most suitable valuation benchmark. Subsequent measurement of financial liabilities is performed at amortised cost, applying the effective interest rate method. A liability is derecognised as a result of repayment, buy-back or debt relief.

If the company can be obliged to buy back the shares of shareholders outside the Group on the basis of written put options, the potential purchase price liability is measured at the present value of the exercise price of the put option on the balance date in accordance with the contractual regulations, and recognised in financial liabilities. Obligations are discounted using an interest rate of 4.9 %. A reserve of the same amount is recognised in equity for the parent company. The subsequent measurement is not recognised in profit or loss, provided that the risks and opportunities from equity to the non-controlling interests was not transferred to the parent company at the time the liability was recognised.

Share of earnings attributable to non-controlling interests

#### BACKGROUND

A profit and loss transfer agreement was concluded on 5 December 2023 between the subsidiaries HHLA Next GmbH, Hamburg (HHLA Next) and iSAM AG, Mülheim an der Ruhr (iSAM) with retroactive effect as of 1 January 2023. On the basis of this profit and loss transfer agreement, HHLA Next pledges to pay a financial settlement to the non-controlling shareholder of iSAM for the duration of the agreement. The agreement was concluded for a fixed term of five years for the financial years 2023 to 2027. Regular termination is excluded 

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until the end of the fixed term. Unless the profit and loss transfer agreement is terminated, it will be extended for a further year at the end of this period.

#### CLASSIFICATION AS A COMPOUND FINANCIAL INSTRUMENT

As a profit and loss transfer agreement has been concluded, the interest held by the noncontrolling shareholder is classified as a compound financial instrument as per IAS 32.28 because it contains both debt and equity components. These components must be split and entered as either equity or borrowed capital depending on their classification.

#### INITIAL MEASUREMENT DURING THE REPORTING YEAR

When it was first recognised in 2023, the amount of equity to be reported for the noncontrolling interests was calculated by deducting the fair value of the debt component. The fair value of the debt component in the form of these financial settlements was established by discounting the anticipated resulting cash outflows during the five-year term of the profit and loss transfer agreement with a discount rate of 9.4 %.

When this debt component was first recorded under current and non-current financial liabilities in the amount of € 1,139 thousand, it was recognised directly in equity and reduced non-controlling interests within equity as a result, see Note 35.

#### Provisions

A provision is formed if the Group has a present (legal or factual) obligation arising from past events, settlement of which is likely to result in an outflow of resources embodying economic benefits, and if the amount required to settle the obligation can be estimated reliably. The provision is formed for the amount expected to be necessary to settle the obligation, including future increases in prices and costs. If the Group anticipates at least a partial reimbursement of an amount made as a provision (e.g. in the case of an insurance contract), the reimbursement is recognised as a separate asset only if it is virtually certain. The expenses arising from recognising the provision are disclosed in the income statement after the reimbursement has been deducted. If the interest effect is substantial, non-current provisions are discounted before tax at an interest rate which reflects the specific risks associated with the liability. In the event of discounting, the increase in the amount of the provision over time is recognised under interest expenses.

#### Pensions and other post-employment benefits

#### Pension obligations

Pensions and similar obligations include the Group's benefit obligations under defined benefit obligations. Provisions for pension obligations are calculated in accordance with IAS 19 (revised 2011) using the projected unit credit method. Actuarial gains and losses are taken directly to equity and recognised in other comprehensive income, after accounting for deferred taxes. Service cost affecting net income is recognised in personnel expenses, with the interest proportion of the addition to provisions recognised in the financial result.

Actuarial opinions are commissioned annually to measure pension obligations.

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#### Phased early retirement obligations

The compensation to be paid in the release phase of the "block model" is recognised as provisions for phased early retirement (pro rata over the working period over which the entitlements accrue). Since 1 January 2013 and in accordance with IAS 19 (revised 2011), provisions for supplementary amounts have only been accrued pro rata over the required service period, which regularly ends when the passive phase begins.

Actuarial opinions are commissioned annually to measure compensation obligations in the release phase of the block model as well as supplementary amounts.

If payment obligations do not become payable until after twelve months' time because of entitlements in the block model or in supplementary amounts, they are recognised at their present value.

#### Leases

A lease is a contract that entitles one party to use an identifiable asset of the other party for a certain period of time in exchange for payment of a fee.

#### As the lessee

Pursuant to IFRS 16, the Group generally recognises assets for the usage rights of the leased assets, and liabilities for the payment obligations entered into, for all leases on the balance sheet at their present value. The lessee makes the following payments over the course of the usage period for the leased asset:

- Fixed payments without lease incentives ■
- Variable lease payments that are pegged to an index or interest rate ■
- Anticipated residual value payments from residual value guarantees ■
- The exercise price of a purchase option, provided exercise thereof is deemed sufficiently certain ■
- Compensation payments incurred where the lessee exercises a termination option ■

Lease payments are discounted using the interest rate on which the lease is based, insofar as this rate can be determined. Otherwise, the incremental borrowing rate of the lessee (HHLA Group) will be included in the discounting. This interest rate is calculated on the basis of the following components: reference interest rates available, taking into account actual financial transactions, country risks and the matching of maturities.

During initial measurement, right-of-use assets are valued at cost on the date of provision.

This includes:

- the amount arising from initial measurement of the lease liability; ■
- lease payments made at the time of, or prior to, provision, less any lease incentives received; ■
- any initial direct costs incurred by the lessee; and
- costs arising from demolition obligations. ■

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Subsequent measurements are based on amortised cost. Amortisation on right-of-use assets is recognised on a straight-line basis over the expected useful life or the term of the lease agreement, whichever is the shorter. Lease liabilities are measured at their carrying amount using the effective interest rate method.

Lease payments arising from short-term leases, leases for low-value assets and variable lease payments are recognised on a straight-line accrual basis as an expense on the income statement. For more information, see Note 45.

#### As the lessor

The HHLA Group lets properties in and around the Port of Hamburg as well as office properties, warehouses and other commercial space. Rental contracts are classified as operating leases, as the main risks and potential rewards of the properties remain with the Group. Properties are therefore held as investment properties at amortised cost.

Rental income from investment properties is recognised on a straight-line basis over the term of the leases.

#### Recognition of income and expenses

Income is recognised when it is probable that the economic benefit will flow to the Group and the amount of income can be determined reliably. The following criteria must also be met for income to be recognised:

#### Provision of services

Income from services is recognised according to the extent to which the service has been provided over time or, if not applicable, at a given point in time. If recorded over time, the extent to which the service has been provided is determined by the number of hours worked as of the balance sheet date, as a percentage of the total number of hours estimated for the project. If the result of a service transaction cannot be estimated reliably, income is recognised only to the extent that the expenses incurred are eligible for reimbursement. For a detailed description of the provision of services in the respective segments, please see Note 44.

#### Sale of goods and merchandise

A five-step model – in which the contract with a customer, the performance obligation and the transaction price are identified – is used to determine the time and amount at which revenue is to be recorded pursuant to IFRS 15. The model stipulates that revenue is to be recorded at the time control over the goods or services passes from the company to the buyer, and at the amount to which the company can expected to be entitled (acquisition of power of disposal). The HHLA Group only engages in the sale of goods and merchandise on a small scale.

#### Interest

Interest income and interest expenses are recognised when accrued or incurred.

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#### Dividends

Income from dividends is recognised in profit and loss when the Group has a legal right to payment. This does not apply to dividends distributed by companies accounted for using the equity method.

#### Income and expenses

Operating expenses are recognised in profit or loss when the service is rendered or the expense is incurred. Income and expenses resulting from identical transactions or events are recognised in the same period. Rental expenses are recognised on a straight-line basis over the lease term.

#### Government grants

Government grants are recognised when there is reasonable certainty that they will be granted and the company fulfils the necessary conditions. Grants paid as reimbursement for expenses are recognised as income over the period necessary to offset them against the expenses for which they are intended to compensate. If grants relate to an asset, they are generally deducted from the asset's cost of purchase and recognised in profit and loss on a straight-line basis by reducing the depreciation for the asset over its useful life. The conditions for the subsidies include obligations to operate subsidised equipment for a retention period of five to 20 years, observe certain operating criteria and provide the subsidising body with evidence for the use of the funds.

There is sufficient certainty that all the conditions have been or will be fulfilled for the government grants totalling € 81,618 thousand which were paid to the HHLA Group between 2001 and 2023. These grants have been deducted from the cost of purchasing the subsidised investments. The HHLA Group received € 15,218 thousand in public subsidies (previous year: € 1,536 thousand) in the year under review.

#### Taxes

#### Current claims for tax rebates and tax liabilities

Current claims for tax rebates and tax liabilities for the financial year and prior periods are measured at the amount for which a rebate is expected from, or payment must be made to, the tax authorities. The tax rates and tax legislation in force as of the balance sheet date are used to determine the amount.

#### Deferred taxes

Deferred taxes are recognised by applying the balance sheet liabilities method to all temporary differences as of the reporting date between the carrying amount of an asset or liability in the balance sheet and the amount for tax purposes, as well as to tax loss carry-forwards.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences and unused tax loss carry-forwards proportionate to the probability that taxable income will be available to offset against the deductible temporary differences and the unused tax loss carry-forwards. 

{219}------------------------------------------------

The carrying amount of deferred tax assets is reviewed on each balance sheet date and reduced to the extent that it is no longer likely that sufficient taxable profits will be available to use against the deferred tax asset. Unrecognised deferred tax assets are reviewed on each balance sheet date and recognised proportionate to the likelihood that future taxable profits will make it possible to use deferred tax assets.

Deferred tax assets and liabilities are measured using the tax rates expected to apply in the period in which the asset is realised or the liability is met. Tax rates and tax regulations are applied if they have already been enacted as of the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity, likewise not affecting net income.

Deferred tax assets and liabilities are netted only if the deferred taxes relate to income taxes for the same tax authority and the current taxes may also be offset against one another.

#### Derivative financial instruments and hedging transactions

As in the previous year, the Group conducted currency hedging transactions to hedge future cash flows in foreign currency. As these are not in a hedging relationship in accordance with IFRS 9, the instruments were measured at fair value through profit and loss. Forward interest rate swaps were designated in hedge accounting according to IFRS 9. The effective changes in fair value are thus initially recognised in other comprehensive income. Any ineffective component would be recognised through profit or loss. The amount accumulated in equity from the hedging transactions remains in equity until future cash flows occur. It is reclassified as interest expenses through profit or loss when the underlying transaction occurs. By contrast, there were no hedging transactions to hedge fair value or net investments in a foreign operation.

### 7. Significant assumptions and estimates

Preparing the consolidated financial statements in accordance with IFRS requires management to make estimates and assess individual facts and circumstances. The estimates are made a going concern basis, based on past experience and other relevant factors.

The amounts which actually arise may differ from those resulting from estimates and assumptions.

The accounting and valuation principles applied are explained in Note 6. Material assumptions and estimates affect the following issues:

#### Business combinations

The fair value of the assets acquired and liabilities and contingent liabilities assumed as a result of business combinations must be estimated. For this purpose, HHLA either relies on the opinions of independent external experts or calculates the fair value internally using suitable calculation models which are normally based on discounted cash flows. Depending on the nature of the assets or the availability of information, market price, capital value and cost-oriented valuation methods may be applied.

{220}------------------------------------------------

#### Impairment of assets

The Group tests goodwill and capitalised development costs that have not yet been used for impairment at least once a year. This requires an estimate of the fair value generally used at HHLA less the selling costs of the cash-generating units to which the goodwill has been allocated. To estimate the fair value less selling costs, the Group must forecast likely future cash flows from the cash-generating unit and choose an appropriate discount rate with which to calculate the present value of these cash flows. Unforeseeable changes may mean that the assumptions used during planning are no longer appropriate, making it necessary to adjust plans. An impairment loss could be incurred as a result. For more information, please refer to Note 6 and Note 22.

#### Investment property

The fair value of investment property must be disclosed in the Notes. HHLA carries out its own calculations to determine the fair value of this property. Industry-standard discounted cash flow methods are applied. The calculations are based on assumptions about applicable interest rates and the amount and timeframe of cash flows which these assets are expected to generate. Detailed information is available in Note 24.

#### Pension provisions

Actuarial opinions are commissioned annually to determine the expenses for pensions and similar obligations. These calculations include assumptions regarding demographic changes, salary and pension increases as well as interest, inflation and fluctuation rates. Since these assumptions are long-term in nature, the observations are assumed to be characterised by material uncertainties. More detailed information is available in Note 36.

#### Provisions for demolition obligations

Provisions for demolition obligations result from obligations to be met at the end of lease terms under long-term lease agreements with the Free and Hanseatic City of Hamburg. All HHLA Group companies in the Port of Hamburg are obliged to return leased land free of all buildings owned by them at the end of the lease term. To calculate the amount of the provision, it was assumed that the obligation would be carried out in full for all leased property, with the exception of buildings designated as historical landmarks in the Speicherstadt historical warehouse district. The calculations are based on assumptions concerning the amount of demolition work necessary, interest rates and inflation. For more information, please refer to Note 37.

{221}------------------------------------------------

#### Provisions for restructuring

HHLA has formed provisions for restructuring as part of an efficiency programme in the Container segment. The measures reflected in the provision comprise the conclusion of phased early retirement contracts with a leave of absence during the active phase. The start of the active phase is contingent on a minimum length of service of five years. The measurement of the provision is largely determined by the number of employees to be considered, the overall scope of the phased early retirement model (which is structured as a block model) and the leave of absence period during the active phase. HHLA has made estimates based on announcements and implementation plans. More detailed information is available in Note 37.

#### Provisions for part-time early retirement

All employees who have signed, or are expected to sign, an agreement are taken into consideration when recognising and measuring provisions for phased early retirement. The number of employees expected to sign is an estimate. The appraisal reports are also based on actuarial assumptions. For more information, please refer to Note 37.

#### Leases

Some lease agreements include renewal options. When determining contractual terms, all facts and circumstances offering an economic incentive to exercise renewal options are taken into consideration. Changes to the contractual term arising from the exercise of such options are factored into the contractual term if they are sufficiently certain. For more information, please refer to Note 45.

#### Non-current and current financial liabilities

This item includes liabilities from leases.

In addition, it also includes financial settlement obligations to shareholders with non-controlling interests in consolidated subsidiaries. These liabilities arose because HHLA had entered into a profit and loss transfer agreement with a subsidiary with retroactive effect as of 1 January 2023, which entitled non-controlling shareholders to receive financial settlements. The parameters used to calculate this amount are subject to significant uncertainties which can cause figures to fluctuate accordingly. More detailed information is available in Note 6.

This item also includes a potential obligation from a put option granted to non-controlling shareholders that is to be recognised at the present value of the exercise price at the balance sheet date. As is the case for likely future cash flows from the cash-generating unit, the parameters used to calculate this amount are subject to significant uncertainties which can cause figures to fluctuate accordingly if planning assumptions have to be updated. More detailed information is available in Note 6 and Note 38.

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#### Calculating fair value

The Group regularly reviews the fair value measured for financial and non-financial assets and liabilities.

It also regularly reviews key unobservable input factors and valuation adjustments. When the fair value of an asset or liability is calculated, the Group uses observable market data whenever possible. Based on the input factors used during valuation, the fair values calculated are classified as belonging to different levels of the fair value hierarchy:

#### Fair value hierarchy

|         | Content and significance                                                                                                                                                                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Level 1 | Quoted prices (unadjusted) in active markets for identical assets and liabilities                                                                                                                      |
| Level 2 | Valuation parameters that are not quoted prices included in Level 1, but are observable for the asset or<br>liability either directly (i.e. as a price) or indirectly (i.e. as a derivative of prices) |
| Level 3 | Valuation parameters for assets or liabilities that are not based on observable market data                                                                                                            |

The Group records any transfers between the various levels of the fair value hierarchy at the end of the reporting period in which the amendment was made.

For details of the valuation methods and input parameters used to measure the fair value of the various assets and liabilities, please see Note 24 and Note 47.

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## Notes to the income statement

### 8. Revenue

In the segment report, the revenue is broken down by segment, including inter-segment revenue. Revenue is broken down by region in Note 44 of the notes to the segment report. This note also contains segment-specific details on the type of revenue.

## 9. Changes in inventories

### Changes in inventories

| in € thousand | 2023 | 2022  |
|---------------|------|-------|
|               | 483  | 3,338 |

Changes in inventories relate to changes in the inventories of finished products and work in progress.

### 10. Own work capitalised

#### Own work capitalised

| in € thousand | 2023  | 2022  |
|---------------|-------|-------|
|               | 6,645 | 6,105 |

As in the previous year, own work capitalised results mainly from development activities and technical work capitalised in the course of construction work.

### 11. Other operating income

### Other operating income

| in € thousand                                            | 2023   | 2022   |
|----------------------------------------------------------|--------|--------|
| Gains from the disposal of property, plant and equipment | 13,404 | 0      |
| Income from reimbursements                               | 10,480 | 9,515  |
| Income from reversal of other provisions                 | 3,863  | 714    |
| Income from exchange rate differences                    | 3,717  | 3,534  |
| Income from compensation                                 | 2,012  | 2,521  |
| Other                                                    | 40,126 | 30,090 |
|                                                          | 73,602 | 46,374 |

The profit resulting from the sale of property, plant and equipment largely includes earnings from the sale of a logistics property with the relevant surfacing.

As in the previous year, income from reimbursements relates primarily to costs passed on in connection with leases.

{224}------------------------------------------------

The increase in the income from the reversal of other provisions results from the reversal of provisions for demolition costs being higher than in the previous year. This was primarily linked to the sale of the logistics property described above.

Other operating income includes income from the outsourcing of personnel of € 5,909 thousand (previous year: € 5,888 thousand) and income from staff catering of € 3,356 thousand (previous year: € 3,015 thousand). Compared with the previous year, income from the derecognition of liabilities recognised in previous periods was higher. Furthermore, other operating income includes numerous smaller individual items.

### 12. Cost of materials

#### Cost of materials

| in € thousand                           | 2023    | 2022    |
|-----------------------------------------|---------|---------|
| Raw materials, consumables and supplies | 140,423 | 132,082 |
| Purchased service                       | 343,203 | 350,88  |
| Leasing costs                           | 1,493   | 1,618   |
|                                         | 485,119 | 484,58  |

Expenses for purchased services mainly consist of the cost of rail services and road trans-

port services purchased by the Intermodal segment.

For further details of leases, please refer to Note 45.

### 13. Personnel expenses

#### Personnel expenses

| in € thousand                              | 2023    | 2022    |
|--------------------------------------------|---------|---------|
| Wages and salaries                         | 422,725 | 405,725 |
| Social security contributions and benefits | 67,680  | 72,945  |
| Staff deployment                           | 61,401  | 79,174  |
| Service expense                            | 4,041   | 11,927  |
| Other retirement benefit expenses          | 812     | 735     |
|                                            | 556,659 | 570,502 |

More details on direct remuneration paid to the members of the Executive Board and the Supervisory Board for the reporting year and the previous year can be found in Note 48.

The rise in wages and salaries in the reporting year is essentially due to increases in union wage rates and additions to the group of consolidated companies.

Expenses for staff deployment decreased year-on-year due to the lower storage load at the Hamburg container terminals and the lower container throughput.

As in the previous year, social security contributions and benefits include a partial reversal of a provision for restructuring as part of an efficiency programme. Social security contributions 

{225}------------------------------------------------

include payments towards the public pension scheme amounting to € 35,388 thousand (previous year: € 33,729 thousand) and payments to the German pension insurance scheme.

Service cost includes payments from defined benefit pension commitments and similar obligations; see Note 36.

#### Average number of employees of fully consolidated companies

|                           | 2023  | 202  |
|---------------------------|-------|------|
| Employees receiving wages | 3,411 | 3,41 |
| Salaried staff            | 3,245 | 3,11 |
| Trainees                  | 66    | 7    |
|                           | 6,722 | 6,61 |

In addition, the Group used an annual average of 530 employees (previous year: 705) of Gesamthafenbetriebs-Gesellschaft m.b.H., Hamburg (GHB).

### 14. Other operating expenses

#### Other operating expenses

| in € thousand                                           | 2023    | 2022    |
|---------------------------------------------------------|---------|---------|
| Consultancy, services, insurance and auditing expenses  | 75,646  | 66,472  |
| External maintenance services                           | 58,541  | 48,712  |
| Leasing costs                                           | 15,251  | 16,213  |
| Travel expenses, advertising and promotional costs      | 8,149   | 6,472   |
| Other personnel expenses                                | 4,644   | 4,625   |
| Other taxes                                             | 3,259   | 2,930   |
| External and internal cleaning costs                    | 2,762   | 2,573   |
| Other venture expenses                                  | 2,029   | 1,805   |
| Postage and telecommunications costs                    | 1,874   | 2,012   |
| Impairment losses on financial assets                   | 1,548   | 2,021   |
| Expenses from exchange rate differences                 | 1,280   | 1,925   |
| Losses on the disposal of property, plant and equipment | 578     | 374     |
| Other                                                   | 22,371  | 26,697  |
|                                                         | 197,932 | 182,832 |

Expenses for consultancy, services, insurance and auditing increased, mainly due to an increased need for issuing expert opinions and reports.

Expenses for external maintenance services increased due to higher real estate-related maintenance expenses and higher maintenance expenses for equipment and facilities.

For details of lease expenses, see Note 45.

The HHLA Group regards the impairment losses on financial assets listed above as immaterial and has therefore decided not to show them separately in the income statement.

Other operating expenses include numerous smaller individual items.

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### 15. Depreciation and amortisation

#### Depreciation and amortisation

| in € thousand                 | 2023    | 2022    |
|-------------------------------|---------|---------|
| Intangible assets             | 6,580   | 8,927   |
| Property, plant and equipment | 164,109 | 159,284 |
| Investment property           | 7,712   | 7,640   |
|                               | 178,401 | 175,851 |

A classification of depreciation and amortisation by asset category is shown in the fixed asset movement schedule; see Note 22, Note 23 and Note 24.

### 16. Financial result

#### Financial result

| in € thousand                                                                                                                        | 2023     | 2022     |
|--------------------------------------------------------------------------------------------------------------------------------------|----------|----------|
| Earnings from associates accounted for using the equity method                                                                       | 4,890    | 4,853    |
| Interest income from bank balances                                                                                                   | 2,542    | 249      |
| Interest income from non-affiliated companies and non-consolidated affiliated companies                                              | 2,198    | 623      |
| Income from exchange rate differences                                                                                                | 1,766    | 227      |
| Interest portion of other provisions                                                                                                 | 72       | 72       |
| Income from currency hedging instruments at fair value                                                                               | 0        | 1,602    |
| Other                                                                                                                                | 197      | 0        |
| Interest income                                                                                                                      | 6,775    | 2,773    |
| Interest included in lease payments                                                                                                  | 19,995   | 19,970   |
| Interest portion of pension provisions                                                                                               | 13,406   | 4,097    |
| Interest expenses on bank liabilities                                                                                                | 10,089   | 5,851    |
| Interest portion of other provisions                                                                                                 | 5,851    | 1,876    |
| Interest expenses to non-affiliated companies and non-consolidated affiliated companies                                              | 2,854    | 1,476    |
| Expenses from hedging transactions measured at fair value                                                                            | 2,522    | 0        |
| Expenses from exchange rate differences                                                                                              | 1,771    | 568      |
| Expenses from the adjustment of settlement claims against / settlement obligations to<br>shareholders with non-controlling interests | 761      | 0        |
| Interest expenses                                                                                                                    | 57,249   | 33,838   |
| Net interest income                                                                                                                  | - 50,474 | - 31,065 |
| Depreciation and amortisation on financial assets                                                                                    | - 4      | - 1      |
| Other financial result                                                                                                               | - 4      | - 1      |
|                                                                                                                                      | - 45,588 | - 26,213 |

Earnings from companies accounted for using the equity method relate to the pro rata annual earnings of the joint ventures and associates; see also Note 25.

For details of the interest component included in relation to the lease payments, please refer to Note 45.

For information on liabilities related to interest expenses associated with liabilities to banks, see Note 38.

{227}------------------------------------------------

For details of the interest component included in other provisions, see Note 37.

For information on expenses from the adjustment of compensatory receivables/settlement obligations to shareholders with non-controlling interests, see Note 3 and Note 6.

### 17. Research and development costs

Research and development costs of € 2,567 thousand were incurred in the 2023 financial year (previous year: € 932 thousand). These primarily relate to research on technologies for the transportation of hydrogen (TransHyDE).

### 18. Income tax

Paid or outstanding income taxes and deferred taxes are shown under the item income taxes. Income taxes are made up of corporation tax, a solidarity surcharge and trade tax. Companies domiciled in Germany pay corporation tax of 15.0 % and a solidarity surcharge of 5.5 % of the corporation tax expense. These companies and German-based subsidiaries with the legal form of limited partnerships are also liable for trade tax, which is imposed at different local rates. Trade tax does not reduce the amount of a limited company's profits on which corporation tax is payable.

#### Income tax

| In € thousand                            | 2023     | 2022    |
|------------------------------------------|----------|---------|
| Deferred taxes on temporary differences  | 12,914   | 1,799   |
| of which domestic                        | 9,067    | 2,805   |
| of which foreign                         | 3,847    | - 1,006 |
| Deferred taxes on losses carried forward | - 27,200 | 3,049   |
| of which domestic                        | - 27,200 | 1,539   |
| of which foreign                         | 0        | 1,510   |
| Total deferred taxes                     | - 14,286 | 4,848   |
| Current income tax expense               | 35,716   | 56,283  |
| of which domestic                        | 26,141   | 39,552  |
| of which foreign                         | 9,575    | 16,731  |
|                                          | 21,430   | 61,131  |

Current income tax expenses include tax income from other accounting periods amounting to € 3,816 thousand (previous year: tax expenditure of € 554 thousand).

Deferred tax assets and liabilities result from temporary differences and tax loss carryforwards.

{228}------------------------------------------------

#### Deferred taxes recognised in the balance sheet

|                               |            | Deferred tax assets |            | Deferred tax liabilities |  |
|-------------------------------|------------|---------------------|------------|--------------------------|--|
| in € thousand                 | 31.12.2023 | 31.12.2022          | 31.12.2023 | 31.12.2022               |  |
| Intangible assets             | 5,817      | 0                   | 7,276      | 4,025                    |  |
| Property, plant and equipment | 1,784      | 0                   | 47,080     | 34,683                   |  |
| Investment property           | 0          | 0                   | 8,385      | 8,786                    |  |
| Other assets                  | 1,942      | 1,701               | 3,917      | 2,881                    |  |
| Pension and other provisions  | 57,648     | 57,607              | 2,270      | 1,059                    |  |
| Other liabilities             | 41,117     | 40,158              | 3,112      | 1,977                    |  |
| Off-balance sheet items       | 27,600     | 0                   | 1,078      | 679                      |  |
|                               | 135,908    | 99,466              | 73,118     | 54,090                   |  |
| Netted amounts                | - 36,040   | - 25,401            | - 36,040   | - 25,401                 |  |
|                               | 99,868     | 74,065              | 37,078     | 28,689                   |  |

### Reconciliation between the income tax and hypothetical tax based on the IFRS result and the Group's applicable tax rate

| in € thousand                                                                          | 2023    | 2022     |
|----------------------------------------------------------------------------------------|---------|----------|
| Earnings before tax (EBT)                                                              | 63,802  | 194,190  |
| Income tax expense at hypothetical income tax rate of 32.28 % (previous year: 32.28 %) | 20,595  | 62,685   |
| Tax income (-), tax expenses (+) for prior years                                       | 7,593   | 1,040    |
| Effect of tax rate change                                                              | - 78    | 0        |
| Tax-free income                                                                        | 246     | 2,895    |
| Non-deductible expenses                                                                | - 6,091 | 2,591    |
| Trade tax additions and reductions                                                     | - 1,584 | 2,037    |
| Permanent differences                                                                  | - 2,808 | - 3,621  |
| Differences in tax rates                                                               | - 7,699 | - 14,320 |
| Impairment losses in deferred tax assets                                               | 8,057   | 7,219    |
| Other tax effects                                                                      | 3,199   | 605      |
| Income tax                                                                             | 21,430  | 61,131   |

Deferred taxes are calculated on the basis of the tax rates currently in force in Germany or those expected to apply at the time of realisation. A tax rate of 32.28 % was used for the calculations in both the reporting year and the previous year. This comprises corporation tax at 15.0 %, a solidarity surcharge of 5.5 % of corporation tax and the trade tax payable in Hamburg of 16.45 %. Limited partnerships are also liable for trade tax. Due to special rules, property management companies do not generally pay trade tax. Due to rules on minimum taxation, tax loss carry-forwards are only partially usable in Germany. Tax losses of up to € 1 million can be offset against taxable profits without restriction, and higher tax losses up to a maximum of 60 %.

Permanent differences only include items for which no deferred taxes are recognised due to their permanent nature.

The effects of tax rates for domestic and foreign taxes that diverge from the Group parent company's tax rate are reported in offsetting and reconciliation under differences in tax rates.

{229}------------------------------------------------

Deferred tax assets are recognised on tax loss carry-forwards and temporary differences where it is sufficiently certain that they can be realised in the near future. The Group has corporation tax loss carry-forwards of € 65,892 thousand and trade tax loss carry-forwards of € 104,393 thousand (previous year: € 0 thousand) for which deferred tax assets of € 27,600 thousand (previous year: € 0 thousand) are recognised. Deferred taxes of € 13,454 thousand (previous year: € 0 thousand) are recognised on foreign tax loss carryforwards of € 3,754 thousand (previous year: € 0 thousand). No deferred tax assets are recognised for domestic corporation tax loss carry-forwards of € 37,273 thousand (previous year: € 15,601 thousand), domestic trade tax loss carry-forwards of € 36,859 thousand (previous year: € 55,357 thousand) and foreign tax loss carry-forwards of € 36,845 thousand (previous year: € 28,328 thousand). Under current legislation, tax losses can be carried forward in Germany without restriction.

Deferred tax assets of € - 18,469 thousand (previous year: € 22,924 thousand) recognised directly in equity without effect on profit and loss come from actuarial gains and losses on pension provisions, cash flow hedges and unrealised gains/losses arising from financial assets measured at fair value.

|                                                                                                   | Gross    |         | Taxes |          | Net     |         |
|---------------------------------------------------------------------------------------------------|----------|---------|-------|----------|---------|---------|
| in € thousand                                                                                     | 2023     | 2022    | 2023  | 2022     | 2023    | 2022    |
| Actuarial gains/losses                                                                            | - 14,157 | 158,184 | 4,457 | - 51,072 | - 9,700 | 107,112 |
| Cash flow hedges                                                                                  | - 11     | - 123   | 243   | 130      | 232     | 7       |
| Unrealised gains/losses from financial<br>assets measured at fair value through<br>profit or loss | 759      | 84      | - 245 | - 27     | 514     | 57      |
|                                                                                                   | - 13,409 | 158,145 | 4,455 | - 50,969 | - 8,954 | 107,176 |

#### Deferred taxes recognised in the statement of comprehensive income

### Disclosure regarding minimum taxation (Pillar 2)

In December 2022, the EU Member States agreed to implement the OECD's model provisions for global minimum taxation (Pillar 2). The implementation was decided under German law in December 2023 and will apply for the first time to financial years starting after 30 December 2023.

For the 2023 financial year, the minimum taxation law does not yet apply and no applicable laws have been passed for the foreign companies. No actual tax loss/gain from the implementation of the global minimum taxation regulations therefore needs to be taken into account.

The HHLA Group, which is active worldwide, would have fallen within the scope of the minimum taxation regulations for the 2023 financial year had these regulations been applicable for the 2023 financial year.

Based on the latest tax returns, country-specific reporting and annual financial statements for the individual companies, an indicative assessment of the potential burden of the Safe

{230}------------------------------------------------

Harbour guidelines was conducted for the 2023 financial year as per Section 84 et seqq. of the German Minimum Taxation Law (MinStG).

Based on these assessments, the countries of Hungary, Estonia and Georgia, which each have a nominal tax rate (accumulated) of under 15 % in particular fulfil at least one of the preconditions for the CbCR Safe Harbour according to Section 84 MinStG. This would not result in any actual tax gain/loss for the HHLA Group from the German Minimum Taxation Law or foreign minimum taxation laws.

The HHLA Group exercised the option to be exempt from reporting deferred taxes associated with the minimum taxation rate according to IAS 12.4A.

### 19. Share of results attributable to non-controlling interests

Profits attributable to non-controlling shareholders amounting to € 22,408 thousand (previous year: € 40,375 thousand) mainly relate to non-controlling shareholders of HHLA Container Terminal Altenwerder GmbH, Hamburg (CTA). Their share of earnings decreased due to CTA's lower share of earnings during the reporting year.

### 20. Earnings per share

#### Basic earnings per share in €

|                                                                                                   | Group      |            | Port Logistics subgroup |            | Real Estate subgroup |           |
|---------------------------------------------------------------------------------------------------|------------|------------|-------------------------|------------|----------------------|-----------|
|                                                                                                   | 2023       | 2022       | 2023                    | 2022       | 2023                 | 2022      |
| Share of consolidated net profit attributable to shareholders of the parent company in € thousand | 19,964     | 92,685     | 8,674                   | 82,066     | 11,291               | 10,619    |
| Number of common shares in circulation (weighted average)                                         | 75,219,438 | 75,219,438 | 72,514,938              | 72,514,938 | 2,704,500            | 2,704,500 |
|                                                                                                   | 0.27       | 1.23       | 0.12                    | 1.13       | 4.17                 | 3.93      |

Basic earnings per share are calculated in accordance with IAS 33, by dividing the profit after tax and minority interests attributable to the shareholders of the parent company by the average number of shares.

The diluted earnings per share are identical to the basic EPS as there were no conversion or option rights in circulation during the financial year.

{231}------------------------------------------------

### 21. Dividend per share

The dividend entitlement for the share classes is based on the portion of distributable profit attributable to the relevant division.

At the Annual General Meeting held on 15 June 2023, shareholders approved the proposal by the Executive Board and Supervisory Board to distribute a dividend of € 0.75 per share to the shareholders of the Port Logistics subgroup and of € 2.20 per share to the shareholders of the Real Estate subgroup. The total dividend of € 60,336 thousand was paid accordingly on 20 June 2023. For further information, please refer to Note 35.

The remaining undistributed profit was carried forward to the new account.

For the reporting period, the Executive Board and the Supervisory Board will propose to the Annual General Meeting scheduled for 13 June 2024 the distribution of a cash dividend of € 0.08 per dividend-entitled listed class A share. Meanwhile, a cash dividend of € 2.20 is proposed per non-listed class S share. Based on the number of dividend-entitled shares as of 31 December 2023, this is equivalent to a distribution of € 5,801 thousand for the Port Logistics subgroup and of € 5,950 thousand for the Real Estate subgroup.

{232}------------------------------------------------

## Notes to the balance sheet

### 22. Intangible assets

#### Development of intangible assets

| in € thousand                                           | Goodwill | Software | Internally developed software | Other intangible assets | Payments made on account | Total   |
|---------------------------------------------------------|----------|----------|-------------------------------|-------------------------|--------------------------|---------|
| Carrying amount as of 1 January 2022                    | 61,462   | 5,708    | 29,921                        | 14,109                  | 8,699                    | 119,899 |
| Acquisition or production cost                          |          |          |                               |                         |                          |         |
| 1 January 2022                                          | 70,481   | 65,314   | 78,164                        | 21,213                  | 8,699                    | 243,871 |
| Additions                                               | 1,780    | 1,353    | 6,132                         | 63                      | 6,053                    | 15,381  |
| Disposals                                               | - 9,019  | - 9      |                               | - 73                    | - 3                      | - 9,104 |
| Reclassifications                                       |          | 6,148    |                               | 39                      | - 7,797                  | - 1,610 |
| Changes in scope of consolidation/consolidation method  |          | - 70     |                               | - 4,001                 | - 59                     | - 4,130 |
| Effects of changes in exchange rates                    |          | - 651    |                               | - 76                    | - 20                     | - 747   |
| 31 December 2022                                        | 63,242   | 72,085   | 84,296                        | 17,165                  | 6,873                    | 243,661 |
| Accumulated depreciation, amortisation and impairment   |          |          |                               |                         |                          |         |
| 1 January 2022                                          | 9,019    | 59,606   | 48,243                        | 7,104                   | 0                        | 123,972 |
| Additions                                               |          | 2,918    | 2,015                         | 3,994                   |                          | 8,927   |
| Disposals                                               | - 9,019  | - 9      |                               | - 33                    |                          | - 9,061 |
| Reclassifications                                       |          |          |                               |                         |                          | 0       |
| Changes in scope of consolidation/consolidation method  |          | - 70     |                               | - 4,001                 |                          | - 4,071 |
| Effects of changes in exchange rates                    |          | - 551    |                               | - 4                     |                          | - 555   |
| 31 December 2022                                        | 0        | 61,894   | 50,258                        | 7,060                   | 0                        | 119,212 |
| Carrying amount as of 31 December 2022                  | 63,242   | 10,191   | 34,038                        | 10,105                  | 6,873                    | 124,449 |
|                                                         |          |          |                               |                         |                          |         |
| Carrying amount as of 1 January 2023                    | 63,242   | 10,191   | 34,038                        | 10,105                  | 6,873                    | 124,449 |
| Acquisition or production cost                          |          |          |                               |                         |                          |         |
| 1 January 2023                                          | 63,242   | 72,085   | 84,296                        | 17,165                  | 6,873                    | 243,661 |
| Additions                                               | 20,329   | 1,962    | 5,531                         | 122                     | 10,998                   | 38,942  |
| Disposals                                               |          | - 286    |                               | - 7                     |                          | - 293   |
| Reclassifications                                       |          | 4,704    |                               | 2                       | - 4,787                  | - 81    |
| Changes in scope of consolidation/consolidation method  |          | 3,434    |                               | 22,183                  |                          | 25,617  |
| Effects of changes in exchange rates                    |          | - 145    |                               | 114                     | - 6                      | - 37    |
| 31 December 2023                                        | 83,571   | 81,754   | 89,827                        | 39,579                  | 13,078                   | 307,809 |
| Accumulated depreciation, amortisation and impairment   |          |          |                               |                         |                          |         |
| 1 January 2023                                          | 0        | 61,894   | 50,258                        | 7,060                   | 0                        | 119,212 |
| Additions                                               |          | 3,065    | 1,984                         | 1,531                   |                          | 6,580   |
| Disposals                                               |          | - 166    |                               | - 7                     |                          | - 173   |
| Reclassifications                                       |          |          |                               |                         |                          | 0       |
| Changes in scope of consolidations/consolidation method |          |          |                               |                         |                          | 0       |
| Effects of changes in exchange rates                    |          | - 130    |                               | 20                      |                          | - 110   |
| 31 December 2023                                        | 0        | 64,663   | 52,242                        | 8,604                   | 0                        | 125,509 |
| Carrying amount as of 31 December 2023                  | 83,571   | 17,091   | 37,585                        | 30,975                  | 13,078                   | 182,300 |

{233}------------------------------------------------

#### Carrying amounts for goodwill by segments

| in € thousand | 31.12.2023 | 31.12.2022 |
|---------------|------------|------------|
| Container     | 69,079     | 53,492     |
| Intermodal    | 4,411      | 3,292      |
| Logistics     | 10,081     | 6,458      |
|               | 83,571     | 63,242     |

The goodwill of the cash-generating unit (CGU) CTT/Rosshafen in the amount of € 35,525 thousand, the CGU PLT in the amount of € 8,487 thousand, the CGU HHLA TK Estonia in the amount of € 7,587 thousand and the CGU HCCR in the amount of € 1,893 thousand is attributable to the Container segment. During the reporting year, goodwill in the amount of € 15,587 thousand was recorded in the Container segment as a result of the acquisition of the stake in Logistica Giuliana S.r.l., Trieste, Italy (LG), see Note 3. PLT and LG form one CGU.

The goodwill newly recorded in the Intermodal segment is due to the acquisition of shares in Adria Rail d.o.o., Rijeka, Croatia, in the amount of € 1,118 thousand; see Note 3.

The goodwill of the CGU iSAM in the amount of € 6,458 thousand and the addition of the goodwill of the CGU Survey Compass in the amount of € 3,623 thousand during the reporting year is attributable to the Logistics segment, see Note 3.

Additions of internally developed software and payments made on account in the reporting period mainly relate to the migration of new terminal management and administration software.

The changes in the group of consolidated companies during the reporting year primarily relate to the subsidiary Logistica Giuliana S.r.l. based in Trieste, Italy, which was included in the consolidated financial statements for the first time, see Note 3.

The obligations arising from open orders for capital expenditure on intangible assets are reported under Note 46.

{234}------------------------------------------------

### 23. Property, plant and equipment

#### Development of property, plant and equipment

| in € thousand                                             | Land, buildings<br>and structures | Technical<br>equipment and<br>machinery | Other plant,<br>operating and<br>office<br>equipment | Payments on<br>account and<br>plants under<br>construction | Total            |
|-----------------------------------------------------------|-----------------------------------|-----------------------------------------|------------------------------------------------------|------------------------------------------------------------|------------------|
| Carrying amount as of 1 January 2022                      | 938,832                           | 375,795                                 | 392,908                                              | 93,512                                                     | 1,801,047        |
| Acquisition or production cost                            |                                   |                                         |                                                      |                                                            |                  |
| 1 January 2022                                            | 1,515,505                         | 1,033,835                               | 797,005                                              | 93,512                                                     | 3,439,857        |
| Additions                                                 | 20,863                            | 9,135                                   | 49,495                                               | 90,304                                                     | 169,797          |
| Disposals                                                 | - 9,783                           | - 2,637                                 | - 8,686                                              | - 102                                                      | - 21,208         |
| Reclassifications                                         | 10,839                            | 10,675                                  | 19,551                                               | - 40,003                                                   | 1,062            |
| Changes in scope of<br>consolidation/consolidation method | 13,004                            | - 722                                   | 510                                                  | 512                                                        | 13,304           |
| Effects of changes in exchange rates                      | - 8,159                           | - 4,759                                 | - 448                                                | - 3,022                                                    | - 16,388         |
| <b>31 December 2022</b>                                   | <b>1,542,269</b>                  | <b>1,045,527</b>                        | <b>857,427</b>                                       | <b>141,201</b>                                             | <b>3,586,424</b> |
| Accumulated depreciation, amortisation<br>and impairment  |                                   |                                         |                                                      |                                                            |                  |
| 1 January 2022                                            | 576,673                           | 658,040                                 | 404,097                                              | 0                                                          | 1,638,810        |
| Additions                                                 | 64,560                            | 47,912                                  | 45,801                                               | 1,011                                                      | 159,284          |
| Disposals                                                 | - 7,553                           | - 2,060                                 | - 8,138                                              |                                                            | - 17,751         |
| Reclassifications                                         | 95                                | - 95                                    |                                                      |                                                            | 0                |
| Changes to scope of<br>consolidation/consolidation method | - 459                             | - 1,391                                 | - 343                                                | - 1,011                                                    | - 3,204          |
| Effects of changes in exchange rates                      | - 2,107                           | - 2,976                                 | - 239                                                |                                                            | - 5,322          |
| <b>31 December 2022</b>                                   | <b>631,209</b>                    | <b>699,430</b>                          | <b>441,178</b>                                       | <b>0</b>                                                   | <b>1,771,817</b> |
| <b>Carrying amount as of 31 December 2022</b>             | <b>911,060</b>                    | <b>346,097</b>                          | <b>416,249</b>                                       | <b>141,201</b>                                             | <b>1,814,607</b> |
| <b>Carrying amount as of 1 January 2023</b>               | <b>911,060</b>                    | <b>346,097</b>                          | <b>416,249</b>                                       | <b>141,201</b>                                             | <b>1,814,607</b> |
| Acquisition or production cost                            |                                   |                                         |                                                      |                                                            |                  |
| 1 January 2023                                            | 1,542,269                         | 1,045,527                               | 857,427                                              | 141,201                                                    | 3,586,424        |
| Additions                                                 | 35,228                            | 32,309                                  | 83,266                                               | 126,113                                                    | 276,916          |
| Disposals                                                 | - 20,238                          | - 14,330                                | - 14,606                                             | - 1,229                                                    | - 50,403         |
| Reclassifications                                         | 18,463                            | 13,628                                  | - 926                                                | - 31,084                                                   | 81               |
| Changes in scope of<br>consolidation/consolidation method | 9,149                             | 758                                     | 0                                                    | 574                                                        | 10,481           |
| Effects of changes in exchange rates                      | - 336                             | - 1,079                                 | - 801                                                | - 900                                                      | - 3,116          |
| <b>31 December 2023</b>                                   | <b>1,584,535</b>                  | <b>1,076,813</b>                        | <b>924,360</b>                                       | <b>234,675</b>                                             | <b>3,820,383</b> |
| Accumulated depreciation, amortisation<br>and impairment  |                                   |                                         |                                                      |                                                            |                  |
| 1 January 2023                                            | 631,209                           | 699,430                                 | 441,178                                              | 0                                                          | 1,771,817        |
| Additions                                                 | 65,071                            | 46,228                                  | 52,810                                               |                                                            | 164,109          |
| Disposals                                                 | - 15,278                          | - 13,251                                | - 13,127                                             |                                                            | - 41,656         |
| Reclassifications                                         |                                   | 100                                     | - 100                                                |                                                            | 0                |
| Changes to scope of<br>consolidation/consolidation method |                                   |                                         |                                                      |                                                            | 0                |
| Effects of changes in exchange rates                      | 359                               | - 616                                   | - 715                                                |                                                            | - 972            |
| <b>31 December 2023</b>                                   | <b>681,361</b>                    | <b>731,891</b>                          | <b>480,046</b>                                       | <b>0</b>                                                   | <b>1,893,298</b> |
| Carrying amount as of 31 December 2023                    | 903,174                           | 344,922                                 | 444,314                                              | 234,675                                                    | 1,927,085        |

{235}------------------------------------------------

See Note 45 for further details regarding existing restrictions in connection with leases.

Additions in the reporting period primarily comprise capital expenditure for the procurement of handling equipment and the expansion of warehouse capacities at the Hamburg container terminals, as well as the capital expenditure of the METRANS Group for the acquisition of locomotives and container wagons and the development of existing and new hinterland terminals.

Disposals in the reporting period with material residual book values mainly relate to the termination of leases for land, buildings and structures.

The changes in the group of consolidated companies during the reporting year primarily relate to the subsidiary Logistica Giuliana S.r.l. based in Trieste, Italy, which was included in the consolidated financial statements for the first time, see Note 3.

The effects of changes in exchange rates mainly include the exchange rate changes of the Ukrainian currency.

No impairment losses on property, plant and equipment were recognised in the reporting year (previous year: € 1,916 thousand).

Payments on account and plants under construction include prepayments of € 114,207 thousand (previous year: € 48,672 thousand).

Buildings, surfacing and movable non-current assets with a carrying amount of € 53,557 thousand (previous year: € 58,051 thousand) have been pledged as collateral for loans granted to Group companies.

Obligations arising from open orders for capital expenditure on property, plant and equipment are reported under Note 46.

{236}------------------------------------------------

#### Development of rights of use included in property, plant and equipment

|                                                        | Land, buildings<br>and structures | Technical<br>equipment and<br>machinery | Other plant,<br>operating and<br>office<br>equipment | Total   |
|--------------------------------------------------------|-----------------------------------|-----------------------------------------|------------------------------------------------------|---------|
| in € thousand                                          |                                   |                                         |                                                      |         |
| Carrying amount as of 1 January 2022                   | 610,632                           | 14,341                                  | 52,084                                               | 677,058 |
| Acquisition or production cost                         |                                   |                                         |                                                      |         |
| 1 January 2022                                         | 722,457                           | 22,490                                  | 100,463                                              | 845,411 |
| Additions                                              | 9,323                             | - 730                                   | 10,229                                               | 18,822  |
| Disposals                                              | - 6,049                           | - 1                                     | - 2,292                                              | - 8,342 |
| Reclassifications                                      | - 3,349                           | - 3,689                                 |                                                      | - 7,038 |
| Changes in scope of consolidation/consolidation method | 2,840                             |                                         | 320                                                  | 3,160   |
| Effects of changes in exchange rates                   | - 3,499                           | 8                                       | 536                                                  | - 2,956 |
| 31 December 2022                                       | 721,723                           | 18,078                                  | 109,256                                              | 849,057 |
| Accumulated depreciation, amortisation and impairment  |                                   |                                         |                                                      |         |
| 1 January 2022                                         | 111,825                           | 8,149                                   | 48,379                                               | 168,353 |
| Additions                                              | 34,876                            | 2,000                                   | 13,387                                               | 50,263  |
| Disposals                                              | - 3,922                           |                                         | - 1,992                                              | - 5,914 |
| Reclassifications                                      | 95                                | - 1,195                                 |                                                      | - 1,100 |
| Changes to scope of consolidation/consolidation method | - 459                             |                                         | - 88                                                 | - 547   |
| Effects of changes in exchange rates                   | - 420                             | 8                                       | 472                                                  | 60      |
| 31 December 2022                                       | 141,995                           | 8,962                                   | 60,158                                               | 211,115 |
| Carrying amount as of 31 December 2022                 | 579,728                           | 9,116                                   | 49,098                                               | 637,942 |
|                                                        |                                   |                                         |                                                      |         |
| Carrying amount as of 1 January 2023                   | 579,728                           | 9,116                                   | 49,098                                               | 637,942 |
| Acquisition or production cost                         |                                   |                                         |                                                      |         |
| 1 January 2023                                         | 721,723                           | 18,078                                  | 109,256                                              | 849,057 |
| Additions                                              | 21,217                            | 790                                     | 10,717                                               | 32,724  |
| Disposals                                              | - 5,209                           | - 46                                    | - 2,859                                              | - 8,114 |
| Reclassifications                                      |                                   | 2,985                                   | - 100                                                | 2,885   |
| Changes in scope of consolidation/consolidation method | 9,149                             |                                         |                                                      | 9,149   |
| Effects of changes in exchange rates                   | - 284                             | - 21                                    | - 706                                                | - 1,011 |
| 31 December 2023                                       | 746,596                           | 21,786                                  | 116,308                                              | 884,690 |
| Accumulated depreciation, amortisation and impairment  |                                   |                                         |                                                      |         |
| 1 January 2023                                         | 141,995                           | 8,962                                   | 60,158                                               | 211,115 |
| Additions                                              | 35,607                            | 1,742                                   | 16,227                                               | 53,576  |
| Disposals                                              | - 1,163                           | - 35                                    | - 2,838                                              | - 4,036 |
| Reclassifications                                      |                                   | - 669                                   | - 100                                                | - 769   |
| Changes to scope of consolidation/consolidation method |                                   |                                         |                                                      | 0       |
| Effects of changes in exchange rates                   | 120                               | - 6                                     | - 618                                                | - 504   |
| 31 December 2023                                       | 176,559                           | 9,994                                   | 72,829                                               | 259,382 |
| Carrying amount as of 31 December 2023                 | 570,037                           | 11,792                                  | 43,479                                               | 625,308 |

{237}------------------------------------------------

### 24. Investment property

#### Development of investment property

|                                                       |                        | Payments on<br>account and<br>plants under<br>construction |          |
|-------------------------------------------------------|------------------------|------------------------------------------------------------|----------|
|                                                       | Investment<br>property |                                                            |          |
| in € thousand                                         |                        |                                                            | Total    |
| Carrying amount as of 1 January 2022                  | 172,845                | 39,742                                                     | 212,587  |
| Acquisition or production cost                        |                        |                                                            |          |
| 1 January 2022                                        | 356,417                | 39,742                                                     | 396,159  |
| Additions                                             | 13,316                 | 8,151                                                      | 21,467   |
| Disposals                                             |                        | - 128                                                      | - 128    |
| Reclassifications                                     | 31,616                 | - 31,068                                                   | 548      |
| 31 December 2022                                      | 401,349                | 16,697                                                     | 418,046  |
| Accumulated depreciation, amortisation and impairment |                        |                                                            |          |
| 1 January 2022                                        | 183,572                | 0                                                          | 183,572  |
| Additions                                             | 7,640                  |                                                            | 7,640    |
| Disposals                                             |                        |                                                            | 0        |
| Reclassifications                                     |                        |                                                            | 0        |
| 31 December 2022                                      | 191,212                | 0                                                          | 191,212  |
| Carrying amount as of 31 December 2022                | 210,136                | 16,697                                                     | 226,834  |
|                                                       |                        |                                                            |          |
| Carrying amount as of 1 January 2023                  | 210,136                | 16,697                                                     | 226,834  |
| Acquisition or production cost                        |                        |                                                            |          |
| 1 January 2023                                        | 401,349                | 16,697                                                     | 418,046  |
| Additions                                             | 2,183                  | 16,289                                                     | 18,472   |
| Disposals                                             | - 25,443               | - 228                                                      | - 25,671 |
| Reclassifications                                     | 538                    | - 538                                                      | 0        |
| 31 December 2023                                      | 378,627                | 32,220                                                     | 410,847  |
| Accumulated depreciation, amortisation and impairment |                        |                                                            |          |
| 1 January 2023                                        | 191,212                | 0                                                          | 191,212  |
| Additions                                             | 7,712                  |                                                            | 7,712    |
| Disposals                                             | - 20,994               |                                                            | - 20,994 |
| Reclassifications                                     |                        |                                                            | 0        |
| 31 December 2023                                      | 177,930                | 0                                                          | 177,930  |
| Carrying amount as of 31 December 2023                | 200,697                | 32,220                                                     | 232,917  |

Investment property mainly relates to warehouses converted to office space and other commercial real estate in Hamburg's Speicherstadt historical warehouse district, as well as logistics warehouses and surfaced areas.

The additions in the reporting period relate mainly to conversion costs in connection with changes of use.

Disposals during the reporting period are generally associated with the sale of a logistics property including the relevant surfacing.

{238}------------------------------------------------

Rental income from investment property at the end of the financial year was € 59,760 thousand (previous year: € 58,477 thousand). The direct operating expenses for investment property, which are fully attributable to rental income, amounted to € 15,456 thousand in the reporting year (previous year: € 15,851 thousand).

There are no contractual obligations to buy, erect or develop investment property, or to repair, maintain or improve such property.

Fair value is calculated and measured annually by HHLA's Real Estate segment. The associated inputs are classified as level 3 in the fair value hierarchy; see Note 7.

#### Fair value reconciliation

| in € thousand                       | 2023     | 2022    |
|-------------------------------------|----------|---------|
| As of 1 January                     | 584,432  | 588,038 |
| Change in fair value (not realised) | - 23,734 | - 3,606 |
| As of 31 December                   | 560,698  | 584,432 |

### The valuation method used to measure the fair value of investment property as well as the key unobservable input factors applied

| Valuation method                                                                                                                                                                                                                                                                                                                                                       | Key unobservable input factors                     | Relationship between key unobservable input factors<br>and fair value measurement:<br>The estimated fair value would increase (decrease) if |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
| The fair values are determined on                                                                                                                                                                                                                                                                                                                                      | Contractual rental income                          | the contractual rental income would be higher (lower)                                                                                       |
| the basis of the projected net cash                                                                                                                                                                                                                                                                                                                                    | Expected rent increases                            | expected rent increases would be higher (lower)                                                                                             |
| flows from the management of the<br>properties using the discounted                                                                                                                                                                                                                                                                                                    | Vacancy periods                                    | the vacancy periods would be shorter (longer)                                                                                               |
| cash flow method (DCF method). A                                                                                                                                                                                                                                                                                                                                       | Occupancy rate                                     | the occupancy rate would be higher (lower)                                                                                                  |
| detailed planning period of ten years<br>or until the end of the useful life is<br>assumed for properties with a<br>remaining useful life of less than ten<br>years. The discounting of the cash<br>flows is based on customary market<br>discount rates. The determination is<br>made on a property-specific basis<br>using property-specific assessment<br>criteria. | Rent-free periods                                  | the rent-free periods would be shorter (longer)                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                        | Possible terminations of the tenancy<br>agreement  | possible terminations would not (occur)                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                        | Follow-up renting                                  | the follow-up renting would occur sooner (later)                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                        | Operating, administrative and<br>maintenance costs | the operating, administration and maintenance costs<br>would be lower (higher)                                                              |
|                                                                                                                                                                                                                                                                                                                                                                        | Rent for the land                                  | the rent would be lower (higher)                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                        | Discount rate<br>(5.47 to 9.00 % p. a.)            | the risk-adjusted discount rate would be lower (higher)                                                                                     |

Regarding existing restrictions on the disposal and use of buildings in connection with the renting of associated properties from the Free and Hanseatic City of Hamburg, see the explanatory remarks on leases in Note 45.

{239}------------------------------------------------

### 25. Associates accounted for using the equity method

#### Associates accounted for using the equity method

| in  € thousand                    | 31.12.2023 | 31.12.2022 |
|-----------------------------------|------------|------------|
| Interests in joint ventures       | 12,397     | 13,913     |
| Interests in associates companies | 5,217      | 4,759      |
|                                   | 17,614     | 18,672     |

Interests in joint ventures include Hansaport Hafenbetriebsgesellschaft mit beschränkter Haftung, ARS-UNIKAI GmbH, Kombi-Transeuropa Terminal Hamburg GmbH, Spherie GmbH, Third Element Aviation GmbH and Hyperport Cargo Solutions GmbH i. G; they also include HHLA Frucht- und Kühl-Zentrum GmbH, Ulrich Stein Gesellschaft mit beschränkter Haftung and HVCC Hamburg Vessel Coordination Center GmbH. The HHLA Group holds more than half of the voting rights in these companies, yet has no controlling influence as the companies are effectively jointly managed. This is due in principle to the equal representation of the main governing bodies (shareholders' meeting, supervisory board and/or management).

#### Aggregate financial information about individually not material joint ventures

| in € thousand                             | 2023  | 2022  |
|-------------------------------------------|-------|-------|
| Group share of profit or loss             | 4,119 | 4,191 |
| Group share of other comprehensive income | - 124 | 607   |
| Group share of comprehensive income       | 3,995 | 4,798 |

No material unrecorded losses relating to joint ventures were incurred either in the reporting year or on a cumulative basis.

Interests in associated companies include the shares in CuxPort GmbH and the shares in DHU Gesellschaft Datenverarbeitung Hamburger Umschlagsbetriebe mbH.

The interests reported are lower than in the previous year due to the earnings recorded in financial income for the various companies at equity – see Note 16 – less the dividends received.

{240}------------------------------------------------

### 26. Non-current financial assets

#### Non-current financial assets

| in € thousand                      | 31.12.2023 | 31.12.2022 |
|------------------------------------|------------|------------|
| Securities                         | 2,491      | 3,460      |
| Shares in affiliated companies     | 298        | 119        |
| Other equity investments           | 12,746     | 187        |
| Other non-current financial assets | 16,281     | 15,993     |
|                                    | 31,816     | 19,755     |

In the reporting year, the securities relating to insolvency insurance for phased early retirement entitlements and working age entitlements were netted out against the corresponding obligations because they fulfil the conditions for plan assets as per IAS 19 (revised 2011). The securities portfolios recognised as plan assets in the financial year amounted to € 4,466 thousand (previous year: € 2,665 thousand); see Note 37. Before offsetting, this results in securities portfolios of € 6,958 thousand (previous year: € 6,126 thousand).

Shares in affiliated companies include shares in companies which are of minor importance in terms of giving a true and fair view of the Group's results of operations, net assets and financial position and are therefore not consolidated.

Other long-term equity investments include shares in companies where the shareholding is below 20 % or where there is a shareholding of up to 50 % as a result of its minor importance. These shares in companies are not included in the consolidated financial statements either as an affiliate or using the equity method. An increase of € 12,532 thousand relates to a shareholding in Fernride GmbH, Munich, the acquisition of which resulted in the use of a convertible loan totalling € 2,000 thousand attributed to other non-current financial assets in the previous year. For further information, please refer to Note 47.

Other non-current financial assets primarily include receivables from a graduated rent totalling € 4,331 thousand (previous year: € 4,795 thousand), as well as receivables from relief funds totalling € 1,674 thousand (previous year: € 2,015 thousand).

### 27. Inventories

#### Inventories

| in € thousand                           | 31.12.2023 | 31.12.2022 |
|-----------------------------------------|------------|------------|
| Raw materials, consumables and supplies | 26,780     | 27,311     |
| Work in progress                        | 4,517      | 3,969      |
| Finished products and merchandise       | 3,180      | 3,246      |
|                                         | 34,478     | 34,526     |

Impairment losses on inventories recognised as an expense amount to € 1,183 thousand (previous year: € 1,098 thousand). This expense is reported under cost of materials; see Note 12.

{241}------------------------------------------------

### 28. Trade receivables

#### Trade receivables

| in € thousand | 31.12.2023 | 31.12.2022 |
|---------------|------------|------------|
|               | 164,598    | 206,127    |

Trade receivables are receivables from customers that are fulfilled in connection with normal business operations. In respect of the overwhelming majority of customers, they are usually due within 30 days and are therefore classed as current.

No trade receivables were assigned as collateral for financial liabilities, either in the year under review or in the previous year. Collateral for trade receivables is only held to a minor extent (e. g. rental guarantees).

Details of the structure and valuation allowances for trade receivables can be found in Note 47.

### 29. Receivables from related parties

#### Receivables from related parties

| in € thousand                                                                                      | 31.12.2023 | 31.12.2022 |
|----------------------------------------------------------------------------------------------------|------------|------------|
| Receivables from HGV Hamburger Gesellschaft für Vermögens- und<br>Beteiligungsmanagement mbH (HGV) | 44,940     | 75,08      |
| Receivables from Kombi-Transeuropa Terminal Hamburg GmbH                                           | 3,560      | 1,32       |
| Receivables from Free and Hanseatic City of Hamburg (FHH)                                          | 748        | 8,85       |
| Receivables from HHLA Frucht- und Kühl-Zentrum GmbH                                                | 600        | 47         |
| Receivables from other related parties                                                             | 633        | 1,14       |
|                                                                                                    | 50,481     | 86,88      |

Receivables from HGV include € 44,800 thousand (previous year: € 75,000 thousand) from existing cash clearing.

Receivables from FHH in the previous year essentially comprised receivables arising from a trilateral agreement for carrying out the modification measures necessary to maintain operations at the same level at the O'Swaldkai terminal in the amount of € 8,308 thousand; for more details see Note 48.

### 30. Current financial assets

### Current financial assets

| in € thousand                                 | 31.12.2023 | 31.12.2022 |
|-----------------------------------------------|------------|------------|
| Current receivables from employees            | 1,541      | 1,334      |
| Current reimbursement claims against insurers | 435        | 552        |
| Other current financial assets                | 2,440      | 2,474      |
|                                               | 4,416      | 4,360      |

{242}------------------------------------------------

### 31. Other non-financial assets

#### Other non-financial assets

| in € thousand                                  | 31.12.2023 | 31.12.2022 |
|------------------------------------------------|------------|------------|
| Current tax credit                             | 21,640     | 24,049     |
| Payments on account                            | 3,992      | 4,174      |
| Credits issued due to contractual arrangements | 995        | 2,065      |
| Other                                          | 14,174     | 8,926      |
|                                                | 40,801     | 39,214     |

Other non-financial assets include numerous smaller individual items.

### 32. Income tax receivables

#### Income tax receivables

| in € thousand | 31.12.2023 | 31.12.2022 |
|---------------|------------|------------|
|               | 26,269     | 4,988      |

Income tax receivables comprise tax receivables resulting from tax assessments and advance tax payments, as well as withholding capital gains tax on dividends.

### 33. Cash, cash equivalents and short-term deposits

#### Cash, cash equivalents and short-term deposits

| in € thousand                                        | 31.12.2023 | 31.12.2022 |
|------------------------------------------------------|------------|------------|
| Short-term deposits with a maturity up to 3 months   | 67,520     | 32,922     |
| Short-term deposits with a maturity of 4 – 12 months | 0          | 20,000     |
| Bank balances and cash in hand                       | 130,011    | 63,513     |
|                                                      | 197,531    | 116,435    |

Cash, cash equivalents and short-term deposits comprise cash in hand and various bank balances in different currencies.

Cash and short-term deposits of € 527 thousand (previous year: € 264 thousand) are subject to foreign exchange outflow restrictions.

As of the balance sheet date, the Group had unused credit facilities amounting to € 173,682 thousand (previous year: € 171,339 thousand) and had met all the conditions for their use. In the financial year under review, a syndicated loan of € 200,000 thousand was taken out as a credit line for operating equipment; as of the balance sheet date, € 164,000 thousand remained undrawn. The Group drew on credit facilities not used in the previous year in the amount of € 160,000 thousand in the financial year.

{243}------------------------------------------------

### 34. Non-current assets held for sale

There were no non-current assets held for sale either on the balance sheet date of the reporting year or on the balance sheet date of the previous year.

### 35. Equity

Changes in the individual components of equity for the reporting year and the previous year are shown in the statements of changes in equity.

#### Subscribed capital

As of the balance sheet date, HHLA AG's share capital consists of two different share classes: class A shares and class S shares. Subscribed capital totals € 75,220 thousand (31 December 2022: € 75,220 thousand), divided into 72,514,938 class A shares (31 December 2022: 72,514,938 class A shares) and 2,704,500 class S shares (31 December 2022: 2,704,500 class S shares); each no-par-value share represents € 1.00 of share capital on paper. The share capital has been fully paid in.

In the course of the stock flotation on 2 November 2007, 22,000,000 class A shares were placed on the market, corresponding to a free float of approx. 30 % of the company's share capital. As of the balance sheet date, the Free and Hanseatic City of Hamburg holds 70.35 % of the voting rights through the company HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg (31 December 2022: 70.35 %).

#### Authorised capital

As of the balance sheet date, the company has Authorised Capital I for the issue of class A shares and Authorised Capital II for the issue of class S shares.

#### Authorised Capital I

Using Authorised Capital I (cf. Article 3 (4) of the articles of association), the Executive Board is authorised, subject to the approval of the Supervisory Board, to increase the company's share capital until 15 June 2027 by up to € 36,257,469.00 by issuing up to 36,257,469 new registered class A shares for subscription in cash and/or in kind in one or more stages. The statutory subscription rights of holders of class S shares are excluded. The Executive Board is additionally authorised, subject to the approval of the Supervisory Board, to exclude the statutory subscription rights of holders of class A shares in those cases covered in more detail in the resolution, as in the issuance of contributions in kind. Furthermore, the issue of new class A shares, while excluding the subscription rights of class A shareholders, is limited to a total of 10 % of the share capital attributable to class A shares. All class A shares issued, or which could be issued under other authorisations with the exclusion of subscription rights, count towards this 10 % limit.

{244}------------------------------------------------

#### Authorised Capital II

Using Authorised Capital II (cf. Article 3 (5) of the articles of association), the Executive Board is authorised, subject to the approval of the Supervisory Board, to increase the company's share capital until 15 June 2027 by up to € 1,352,250.00 by issuing up to 1,352,250 new registered class S shares for subscription in cash and/or in kind in one or more stages. The statutory subscription rights of holders of class A shares are excluded. The Executive Board is authorised, with the approval of the Supervisory Board, to exclude the statutory subscription rights of holders of class S shares as is necessary to equalise fractional amounts.

#### Other authorisations

The Annual General Meeting of HHLA AG held on 18 June 2019 authorised the Executive Board, subject to the approval of the Supervisory Board, to issue on one or more occasions up to 17 June 2024 bearer or registered bonds with warrants and/or convertible bonds or combinations of these instruments (hereinafter collectively referred to as "debenture bonds") with a total nominal value of up to € 300,000,000.00, and to grant the bearers or creditors of the debenture bonds warrants or conversion rights for up to 10,000,000 new registered class A shares in the company, each representing € 1.00 of the share capital, subject to the detailed terms of the bonds with warrants and/or convertible bonds. The respective terms may also provide for a warrant or conversion obligation as well as an issuer put option to provide class A shares in the company as of the end of the term or at an earlier date. The detailed terms of the resolution state that shareholders' subscription rights may also be excluded when the debenture bonds are issued. As per Article 3 (6) of the articles of association, conditional capital of € 10,000,000.00 is available to service warrants and conversion rights and obligations as well as any tender rights. This is made up of 10,000,000 new registered class A shares.

The Annual General Meeting held on 10 June 2021 authorised the company's Executive Board to purchase class A treasury shares up to a maximum of 10 % of the portion of the company's share capital accounted for by class A shares at the time of the resolution or, if lower, at the time the authorisation is exercised. In addition to being sold on the stock exchange or offered to all shareholders in line with their shareholdings, the class A treasury shares acquired under this authorisation or previous authorisations may – subject to the approval of the Supervisory Board – be used in the cases stipulated by the resolution excluding other shareholders' subscription rights and/or be redeemed either in whole or in part without the need for an additional resolution by the Annual General Meeting. This authorisation expires on 9 June 2026. The authorisation may be used for any legally permissible purpose, except for trading in treasury shares.

HHLA AG does not currently hold any treasury shares. There are no plans to buy back shares.

{245}------------------------------------------------

#### Capital reserve

The Group's capital reserve includes premiums from share issues, from capital increases at non-controlling subsidiaries, from a reserve increase through an employee participation programme and from capital increases in the context of dividend distributions with the option to reinvest them as a contribution in kind of class A shares. The associated issue costs were deducted from the capital reserve.

#### Retained earnings

Retained earnings include net profits from prior years for companies included in the consolidated financial statements, insofar as these were not distributed as dividends. This item also includes differences between HGB and IFRS as of 1 January 2006 (the transitional date).

#### Other comprehensive income

In accordance with the currently applicable version of IAS 19 (revised 2011), the HHLA Group's other comprehensive income includes all actuarial gains and losses from defined benefit pension plans. This item also includes changes in the fair value of hedging instruments (cash flow hedges) and the corresponding tax effects.

The reserve for translation differences enables the recognition of differences arising from the translation of financial statements for foreign subsidiaries.

#### Non-controlling interests

Non-controlling interests comprise outside interests in the Group companies' consolidated equity.

During the reporting year, non-controlling interests decreased largely due to the distribution of dividends in the amount of € 42,755 thousand. The profit after tax attributable to the noncontrolling interests had an opposing effect.

As per the provisions of IAS 32, non-controlling interests are reduced mainly by the reclassification of a minority shareholder's future estimated entitlements to financial settlements as financial liabilities for the term of the profit and loss transfer agreement concluded in the reporting year, see Note 6.

HHLA AG's entitlement to a receivable for the expected negative annual result in 2023 was also recognised directly in equity and, as a financial receivable, increased the non-controlling interests in equity accordingly, see Note 3.

#### Notes on capital management

Capital management at the HHLA Group aims to ensure the Group's long-term financial stability and flexibility in order to safeguard the Group's growth from a financial viewpoint while enabling shareholders to participate in its success to a reasonable degree. Balance sheet equity is the primary benchmark in this regard. The key value-oriented performance indicator at the HHLA Group is the return on capital employed (ROCE). ROCE decreased to 

{246}------------------------------------------------

4.6 % during the reporting year (previous year: 9.7 %). The equity ratio is also monitored in order to maintain a stable capital structure.

#### Equity ratio

| in %                       | 31.12.2023 | 31.12.2022 |
|----------------------------|------------|------------|
| Equity in € thousand       | 807,302    | 873,313    |
| Total assets in € thousand | 3,010,172  | 2,770,919  |
|                            | 26.8 %     | 31.5 %     |

The reduction in equity was mainly due to the distribution of dividends in the amount of € 103,091 thousand and a reserve of the same amount of € 28,991 thousand relating to the put option granted to non-controlling interests, see Note 38. The positive figure for total comprehensive income during the reporting period, as well as the revenue gains and losses from the change in the Group's shareholding in a subsidiary that did not lead to a loss of control (recognised directly in equity as an equity transaction from the sale of shares to a fully consolidated company) had an opposing effect in the amount of € 43,972 thousand, see Note 3. By way of the acquisition of the stake in Logistica Giuliana S.r.l., Trieste, Italy, by HHLA PLT Italy S.r.l., Trieste, Italy (PLT), for a purchase price of € 8,000 thousand, HHLA International GmbH, Hamburg, increased its shareholding in PLT and implemented a capital increase of € 24,022 thousand in which the non-controlling shareholder of PLT participated in the amount of € 6,006 thousand. The purchase price and capital increase of the non-controlling shareholder are recognised as a loss under equity as the acquisition of noncontrolling interests in consolidated companies in the amount of € 14,006 thousand. The capital increase of shares in affiliated companies, primarily as a result of the transaction described above, results in a corresponding increase in the non-controlling interests. More detailed information in this regard can be found in Note 3.

External minimum capital requirements were fulfilled at all agreed audit points throughout the reporting year. See Note 38 for more information.

### 36. Pension provisions

#### Pension provisions

Provisions for pensions and similar obligations are formed for commitments arising from both vested rights to future pension payments and current payments to current and former members of HHLA Group companies in Germany, plus any surviving dependants who are entitled to receive such benefits. A distinction is made between defined benefit and defined contribution company pension plans.

{247}------------------------------------------------

#### Defined benefit pension plans

In the case of defined benefit plans, the Group is obliged to make the agreed payments to current and former employees. HHLA's pension scheme is financed by both provisions and funds.

Company retirement benefits are paid on the basis of various entitlements. Alongside individual agreements, this primarily means the collective company pension agreement (BRTV). As part of the harmonisation of existing pension schemes, the "HHLA capital plan" labour agreement was also introduced with effect from 1 January 2018.

The BRTV is a total benefit plan (final salary pension). HHLA guarantees participating employees a certain amount of benefits, which are made up of the statutory pension and the company pension. The amount of total benefits is determined by a variable percentage (according to years of service) of a notional net payment in the final wage or salary band, based on applicable social security data contribution levels for the year 1999. The current contribution assessment ceiling is always taken into account.

The HHLA capital plan provides employees with a uniform and transparent pension scheme offering a high degree of flexibility, both in terms of paying in and in the payout/benefit phase. Payments made into the HHLA capital plan are funded from gross income (deferred compensation). As such, employees forgo a part of their untaxed income at the time they pay into the scheme in favour of future retirement savings. A total of 27.50 % is added to the contributions paid in as part of the deferred compensation scheme. An annual interest rate of 3.00 % is also guaranteed in respect of the contributions. Various payout options are available to employees for the payout/benefit phase. In the event that an employee takes early retirement and chooses the monthly instalment payment option, a value adjustment is granted for components of retirement assets anchored in collective agreements.

Based on these pension plans, the Group forms provisions for pensions and similar obligations for the amount of expected future retirement and surviving dependants' pensions and/ or savings for future retirement and surviving dependants. External actuaries calculate the amount of the obligation using the projected unit credit method.

#### Amounts recognised for pension commitments

| in € thousand                              | 31.12.2023 | 31.12.2022 |
|--------------------------------------------|------------|------------|
| Present value of pension obligations       | 358,019    | 336,611    |
| Obligations from working lifetime accounts | 129        | 123        |
|                                            | 358,148    | 336,734    |

{248}------------------------------------------------

#### Pension obligations

The balance sheet shows the full present value of pension obligations, including actuarial gains and losses. The reported pension obligation relates to an unfinanced plan.

#### Development of the present value of pension obligations

| in € thousand                                                                        | 2023     | 2022      |
|--------------------------------------------------------------------------------------|----------|-----------|
| Present value of pension obligations as of 1 January                                 | 336,612  | 488,960   |
| Contributions of HHLA capital plan participants                                      | 10,413   | 9,782     |
| Current service expense                                                              | 4,041    | 11,924    |
| Interest expense                                                                     | 13,469   | 4,110     |
| Pension payments                                                                     | - 20,435 | - 20,420  |
| Actuarial gains (-), losses (+)<br>due to amendments in experience-based assumptions | - 5,678  | - 9,257   |
| Actuarial gains (-), losses (+)<br>due to amendments in financial assumptions        | 21,353   | - 149,668 |
| Actuarial gains (-), losses (+)<br>due to amendments in demographic assumptions      | - 1,756  | 1,168     |
| Present value of pension obligations as of 31 December                               | 358,019  | 336,612   |

### Present value of the defined benefit pension obligations split by various groups of beneficiaries

| in %              | 2023  | 2022  |
|-------------------|-------|-------|
| Current employees | 36.8  | 37.1  |
| Former employees  | 1.7   | 1.5   |
| Pensioners        | 61.5  | 61.4  |
|                   | 100.0 | 100.0 |

As of 31 December 2023, the weighted average term of the defined benefit obligation was 9.8 and 13.9 years respectively (previous year: 9.6 and 12.1 years respectively).

In addition, reimbursement rights of € 1,674 thousand (previous year: € 1,676 thousand) were concluded to cover the corresponding pension obligations. The expected income from these reimbursement rights amounts to € 66 thousand in the year under review, whereas the actual income amounts to € 125 thousand. In the 2023 financial year, € 127 thousand was paid out in reimbursement rights.

#### Pension obligations recognised in the income statement

| in € thousand           | 2023   | 2022  |
|-------------------------|--------|-------|
| Current service expense | 4,041  | 11,92 |
| Interest expenses       | 13,469 | 4,11  |
|                         | 17,510 | 16,04 |

{249}------------------------------------------------

#### Development of actuarial gains / losses from pensions obligations

| in € thousand                                                                   | 2023     | 2022     |
|---------------------------------------------------------------------------------|----------|----------|
| Actuarial gains (+), losses (-) as of 1 January                                 | 68,275   | - 89,482 |
| Changes in the financial year due to amendments in experience-based assumptions | 5,678    | 9,257    |
| Changes in the financial year due to amendments in financial assumptions        | - 21,353 | 149,668  |
| Changes in the financial year due to amendments in demographic assumptions      | 1,756    | - 1,168  |
| Actuarial gains (+), losses (-) as of 31 December                               | 54,356   | 68,275   |

At the time the HHLA capital plan was introduced, no statistical precedents with regard to the likelihood of individual payout options being selected were available. The value adjustment mentioned above was therefore applied in full to the measurement of this provision. Given recent experiences, a reassessment was conducted of the likelihood of the various payout options being selected, which affects the amount of the value adjustment to be applied. As a result, actuarial gains arose during the reporting year resulting from changes in demographic assumptions.

### Key actuarial assumptions to determine the present value of the pension obligations

| in %                                                                                    | 31.12.2023 | 31.12.2022 |
|-----------------------------------------------------------------------------------------|------------|------------|
| Discount rate (HHLA capital plan)                                                       | 3.60       | 4.20       |
| Discount rate (others)                                                                  | 3.50       | 4.10       |
| Projected salary increase                                                               | 3.00       | 3.00       |
| Adjustment of current pensions (excluding BRTV)                                         | 2.30       | 2.30       |
| Adjustment of social security pension according to pension insurance report of the year | 2023       | 2022       |

Biometric data is drawn from the 2018 G mortality tables compiled by Professor Klaus Heubeck.

For measurements based on international financial reporting standards, the interest rate should be determined in accordance with the maturity of the liability on the basis of highquality corporate bonds. For this reason, standard setters, auditors and actuaries generally use corporate bonds with AA ratings as high-quality corporate bonds. In the euro area, the assessor Mercer generates a spot rate yield curve based on bonds from the Refinitiv index. As the interest rate should only represent the "time value of money" in accordance with IAS 19.78, which by definition does not incorporate any greater risk of default, only bonds with no interest rate-distorting options are used, as would be the case with call or put options, for example. Bonds that offer much higher or lower interest rates in their risk categorisation compared to the other bonds are not considered either.

{250}------------------------------------------------

#### Sensitivity analysis: pension obligations

|                                                    | Change in parameter |            |                    | Effect on present value |            |
|----------------------------------------------------|---------------------|------------|--------------------|-------------------------|------------|
|                                                    | 31.12.2023          | 31.12.2022 | in € thousand      | 31.12.2023              | 31.12.2022 |
| Discount rate                                      | Increase of         | 1.0 pp     | 0.5 pp Decrease of | 34,911                  | 15,871     |
|                                                    | Decrease of         | 1.0 pp     | 0.5 pp Increase of | 41,828                  | 17,302     |
| Payment trend                                      | Increase of         | 0.5 pp     | 0.5 pp Increase of | 131                     | 119        |
|                                                    | Decrease of         | 0.5 pp     | 0.5 pp Decrease of | 130                     | 114        |
| Adjustment of current pensions<br>(excluding BRTV) | Increase of         | 0.5 pp     | 0.5 pp Increase of | 1,953                   | 381        |
|                                                    | Decrease of         | 0.5 pp     | 0.5 pp Decrease of | 1,800                   | 356        |
| Adjustment to social security                      | Decrease of         | 20.0 %     | 20.0 % Increase of | 115                     | 178        |
| Expected mortality                                 | Decrease of         | 10.0 %     | 10.0 % Increase of | 9,087                   | 8,521      |

Actuarial calculations for the valuation parameters classed as material are performed in isolation, i.e. if several parameters change simultaneously, the individual effects are not cumulative due to correlation. In the case of a change to the parameters, a linear trend for the defined benefit obligation cannot be derived from the sensitivities stated.

#### Payments for pension obligations

In the 2023 financial year, HHLA made pension payments for plans totalling € 20,435 thousand (previous year: € 20,420 thousand). HHLA anticipates the following payments for pension plans over the next five years:

#### Expected pension payments

| in years in € thousand |         |
|------------------------|---------|
| 2024                   | 20,587  |
| 2025                   | 21,027  |
| 2026                   | 21,755  |
| 2027                   | 20,176  |
| 2028                   | 21,511  |
|                        | 105,056 |

#### Obligations from working lifetime accounts

In the 2006 financial year, the affiliated companies in Germany undertook to set up working lifetime accounts due to collective labour agreements. Staff could elect to have time and remuneration components deposited in money market or investment funds by the Group until 31 December 2013. Capital has been invested within the company since 1 January 2014. The funds saved in the employee's account are used to give them paid leave before they enter retirement. The amount of pay to which employees are entitled during their early retirement depends on the amount of funds saved, which in turn depends on the performance of the fund assets – based on the model for contributions up to 31 December 2013 and taking the 3.00 % return guaranteed in the collective labour agree

{251}------------------------------------------------

ment into account for contributions as of 1 January 2014 – plus other contractually agreed social benefits during the early retirement phase.

The portion of the obligation covered by the funds saved is reported at the funds' fair value. The additional benefits arising from collective labour agreements not covered by the funds saved are reported at the full present value of the obligation, including actuarial gains and losses.

As part of the harmonisation of existing pension schemes, which was completed in 2018, the existing funds from working lifetime accounts were largely transferred to the HHLA capital plan. The obligations arising from the remaining existing funds will fall steadily over time, with relevant disclosures following for reasons of materiality.

#### Allocation of benefit commitments from working lifetime accounts

| in € thousand                                                             | 31.12.2023 | 31.12.2022 |
|---------------------------------------------------------------------------|------------|------------|
| Present value of obligations from working lifetime accounts               | 207        | 198        |
| Present value of plan assets from working lifetime accounts (fund shares) | - 78       | - 75       |
| Uncovered allocations                                                     | 129        | 123        |

As of 31 December 2023, the weighted average term of the defined benefit obligation was 2.0 years (previous year: 3.0 years). The plan assets consist solely of shares in money market and investment funds.

#### Defined contribution pension plans

In the case of defined contribution plans, the relevant companies merely make payments to dedicated funds. There are no further obligations. HHLA does not incur any financial or actuarial risks from these commitments.

The costs incurred in connection with pension funds regarded as defined contribution pension plans amounted to € 2,460 thousand in the reporting year (previous year: € 2,785 thousand).

HHLA paid € 35,388 thousand into the state pension system as its employer's contribution (previous year: € 33,729 thousand).

{252}------------------------------------------------

### 37. Other non-current and current provisions

|                                    | Non-current provisions |            | Current provisions |            | Total      |            |
|------------------------------------|------------------------|------------|--------------------|------------|------------|------------|
| in € thousand                      | 31.12.2023             | 31.12.2022 | 31.12.2023         | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Demolition obligations             | 86,548                 | 86,196     | 0                  | 0          | 86,548     | 86,196     |
| Restructuring reserve              | 28,474                 | 45,963     | 7,656              | 9,970      | 36,130     | 55,934     |
| Bonuses and single payments        | 1,373                  | 1,373      | 10,964             | 10,555     | 12,337     | 11,928     |
| Insurance excesses                 | 0                      | 0          | 4,157              | 3,972      | 4,157      | 3,972      |
| Anniversaries                      | 3,076                  | 2,730      | 142                | 133        | 3,218      | 2,863      |
| Legal fees and litigation expenses | 0                      | 0          | 1,815              | 645        | 1,815      | 645        |
| Phased early retirement            | 140                    | 118        | 65                 | 57         | 205        | 175        |
| Other                              | 14,746                 | 15,376     | 2,938              | 4,180      | 17,684     | 19,555     |
|                                    | 134,357                | 151,756    | 27,737             | 29,512     | 162,094    | 181,268    |

#### Other non-current and current provisions

#### Demolition obligations

The demolition obligations relate to HHLA's Container, Logistics and Real Estate segments and are discounted at a rate of 4.0 % p.a. (previous year: 4.0 % p.a.). In the reporting year, an anticipated price increase of 2.8 % (previous year: 2.8 %) was used to calculate the provisions shown. This rate is derived from the German construction cost index. The effects of these changes are shown under additions. The outflow of these resources is expected in the period 2025–2045.

### Restructuring

The provisions for restructuring relate to the reorganisation in the Logistics segment and organisational restructuring in the Container segment. Based on the current degree of implementation for the organisational restructuring in the Container segment, HHLA remeasured the restructuring provision as of 31 December 2023. The remeasurement was primarily based on an updated estimate of the measures to be implemented, in conjunction with a shift in the time they will be implemented. As a result of this remeasurement, the provision decreased by around € 18.8 million compared with 31 December 2022. The securities holdings acquired in connection with this are classified as plan assets under IAS 19 (revised 2011). They were thus netted out against the obligations contained in the provision amount. The corresponding figure of € 3,706 thousand (previous year: € 1,886 thousand) therefore reduces the provisions reported; see Note 26. A discount rate of 3.4 % p.a. (previous year: 3.7 % p.a.) was used for the calculation. The outflow of funds will take place between 2024 and 2031.

{253}------------------------------------------------

#### Bonuses and single payments

Current provisions for bonuses and single payments largely consist of provisions for Executive Board members and other senior staff. The outflow of funds for the current part will become payable in the 2024 financial year.

Non-current provisions for bonuses and single payments include stock appreciation rights granted to the management of a subsidiary. The management participates in the long-term development of the company on a percentage basis, within a range of 0.5 % to 1.0 % where a certain threshold value is exceeded. The threshold value is the enterprise value at the time of the commitment. Stock appreciation rights are granted by means of cash settlement. The payment is non-forfeitable insofar as the contractual provisions are complied with. An option pricing model (binomial model) is used to value the stock appreciation rights. The company's performance and the threshold value are used to determine the fair value of these stock appreciation rights, taking into account expected volatility and a risk-free interest rate corresponding to the remaining term of the stock appreciation rights. Expected dividends were not taken into account when determining the fair value. The provision to be recognised on the basis of the currency of the stock appreciation rights was determined on the basis of the proportionate service rendered. No expense was recorded in the reporting period. HHLA assumes a term until 2030.

#### Insurance excesses

This obligation relates to provisions largely created by the Group's parent company to allow for potential cases of damage or loss which exceed the existing insurance cover. The funds will become payable in the 2024 financial year.

#### Anniversaries

Provisions for anniversaries relate to Group employees' contractual entitlement to anniversary gratuities. The amount recognised is determined by an actuarial opinion. A discount rate of 3.5 % p.a. (previous year: 4.1 % p.a.) was used for the calculation. The outflow of these resources is expected to take place in the period 2024–2063.

#### Legal fees and litigation expenses

Provisions for legal fees and litigation expenses mainly consist of obligations arising from provisions for legal risks associated with pending proceedings. The outflow of these resources is expected in the 2024 financial year.

{254}------------------------------------------------

#### Phased early retirement

Provisions for phased early retirement consist of HHLA's obligations from the entitlements accrued during the beneficiaries' working period, plus a supplementary amount added pro rata temporis. The securities holdings acquired in connection with phased early retirement contracts are classified as plan assets under IAS 19 (revised 2011). They were thus netted out against the phased early retirement obligations contained in the provision amount. The corresponding figure of € 280 thousand (previous year: € 202 thousand) therefore reduces the provisions reported; see Note 26. In addition, pledged bank balances serve to cover the obligations in existence as of the balance sheet date. The amount of the provision was determined using a discount rate of 3.4 % p.a. (previous year: 3.6 % p.a.). The outflow of these resources is expected in the period 2024–2029.

#### Other

Other provisions largely relate to obligations arising from individual contractual agreements with members of staff. The securities holdings acquired in connection with this are classified as plan assets under IAS 19 (revised 2011). They were thus netted out against the obligations included in the amount of the provision. The corresponding figure of € 402 thousand (previous year: € 502 thousand) therefore reduces the provisions reported; see Note 26. The main outflow of funds will take place between 2024 and 2028.

| in € thousand                         | 01.01.2023 | Additions | Changes in<br>scope of<br>consolidation | Accured<br>interest | Used   | Reversed | Effects of<br>changes in<br>exchange<br>rates | 31.12.2023 |
|---------------------------------------|------------|-----------|-----------------------------------------|---------------------|--------|----------|-----------------------------------------------|------------|
| Demolition obligations                | 86,196     | 2,077     |                                         | 3,469               | 1,383  | 3,811    |                                               | 86,548     |
| Restructuring reserve                 | 55,934     | 2,788     |                                         | 2,133               | 3,524  | 21,202   |                                               | 36,130     |
| Bonuses and single<br>payments        | 11,928     | 10,964    |                                         |                     | 9,914  | 641      |                                               | 12,337     |
| Insurance excesses                    | 3,972      | 2,189     |                                         |                     | 1,988  | 16       |                                               | 4,157      |
| Anniversaries                         | 2,863      | 547       |                                         | 115                 | 307    |          |                                               | 3,218      |
| Legal fees and litigation<br>expenses | 645        | 1,170     |                                         |                     |        |          |                                               | 1,815      |
| Phased early retirement               | 175        | 151       |                                         | 13                  | 134    |          |                                               | 205        |
| Other                                 | 19,555     | 3,793     | 126                                     | 49                  | 5,709  | 129      |                                               | 17,684     |
|                                       | 181,268    | 23,679    | 126                                     | 5,779               | 22,959 | 25,799   | 0                                             | 162,094    |

#### Development of other non-current and current provisions

{255}------------------------------------------------

### 38. Non-current and current financial liabilities

#### Non-current and current financial liabilities as of 31 December 2023

| in € thousand                                       | Maturity<br>up to 1 year | Maturity<br>1 to 5 years | Maturity<br>over 5 years | Total   |
|-----------------------------------------------------|--------------------------|--------------------------|--------------------------|---------|
| Liabilities from bank loans                         | 51,871                   | 218,753                  | 288,988                  | 559,612 |
| Lease liabilities                                   | 41,820                   | 38,979                   | 224,564                  | 305,363 |
| Other loans                                         | 0                        | 9,032                    | 28,492                   | 37,524  |
| Liabilities towards employees                       | 11,407                   | 0                        | 0                        | 11,407  |
| Liabilities arising from settlement obligations     | 280                      | 859                      | 0                        | 1,139   |
| Other non-current and current financial liabilities | 10,123                   | 54,132                   | 3                        | 64,258  |
|                                                     | 115,501                  | 321,755                  | 542,047                  | 979,303 |

#### Non-current and current financial liabilities as of 31 December 2022

| in € thousand                                       | Maturity<br>up to 1 year | Maturity<br>1 to 5 years | Maturity<br>over 5 years | Total   |
|-----------------------------------------------------|--------------------------|--------------------------|--------------------------|---------|
| Liabilities from bank loans                         | 33,798                   | 134,960                  | 186,029                  | 354,787 |
| Lease liabilities                                   | 20,184                   | 60,115                   | 204,300                  | 284,599 |
| Other loans                                         | 0                        | 3,065                    | 13,000                   | 16,065  |
| Liabilities towards employees                       | 10,820                   | 0                        | 0                        | 10,820  |
| Other non-current and current financial liabilities | 16,632                   | 21,705                   | 158                      | 38,495  |
|                                                     | 81,434                   | 219,845                  | 403,487                  | 704,766 |

Amounts due to banks include interest of € 1,656 thousand accrued up to the balance sheet date (previous year: € 73 thousand); these are almost entirely in euros. The proportion of these liabilities with fixed interest lending conditions is € 440,222 thousand; the proportion with variable lending conditions is € 117,734 thousand.

#### Maturity of bank loans

| in € thousand      |         |
|--------------------|---------|
| Up to 1 year       | 50,508  |
| 1 year to 2 years  | 53,330  |
| 2 years to 3 years | 36,611  |
| 3 years to 4 years | 31,698  |
| 4 years to 5 years | 101,077 |
| Over 5 years       | 284,732 |
|                    | 557,956 |

As a result of borrowing, certain affiliates have covenants linked to key balance sheet figures and collateral. Violating these covenants would authorise the lender to demand additional collateral, a change to the conditions or repayment of the loan. To prevent such steps, HHLA continually monitors compliance with the covenants and, where required, implements measures to ensure all conditions of the loan are met. These covenants were met at all

{256}------------------------------------------------

agreed audit points throughout the reporting year. As of the balance sheet date, the corresponding borrowings totalled € 128,351 thousand (previous year: € 138,706 thousand).

The liabilities from leases represent the discounted value of future payments for non-current assets. For more information, please refer to Note 45.

Loans received by companies with non-controlling interests are recognised as other loans in the amount of € 28,024 thousand (previous year: € 6,565 thousand). This change is linked to an existing shareholder loan of HHLA AG, which was assumed by a non-controlling shareholder in the amount of € 19,992 thousand. More detailed information regarding this is available in Note 3. Furthermore, this item includes promissory note loans of € 9,500 thousand granted to other creditors (previous year: € 9,500 thousand).

Liabilities towards employees primarily consist of wages and salaries.

More information on liabilities resulting from settlement obligations can be found in Note 6.

Other non-current and current financial liabilities include a potential obligation of € 49,991 thousand (previous year: € 20,970 thousand) arising from a put option associated with the first-time consolidation of HHLA PLT Italy S.r.l., Trieste, Italy, in 2021.

Buildings, land, surfacing and movable non-current assets with a carrying amount of € 53,557 thousand (previous year: € 58,051 thousand) have been pledged as collateral for interest-bearing loans. The collateral agreements provide for assets to be transferred to the banks until the loans and interest have been repaid in full; they also give these banks a right to dispose of the assets if the borrower is in arrears with payments of interest and principal.

#### Financial liabilities for which fair value is not equivalent to the carrying amount

|                              | Carrying amount |            | Fair value |            |
|------------------------------|-----------------|------------|------------|------------|
| in € thousand                | 31.12.2023      | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Fixed-interest bearing loans | 440,222         | 307,702    | 413,138    | 269,323    |

Interest rates adequate to the risk and terms were used to measure the fair value of fixed interest-bearing loans. These are based on the risk-free rate depending on maturity plus a premium according to the credit rating and maturity.

For more details of the liquidity risk, please refer to Note 47.

### 39. Trade liabilities

#### Trade liabilities

| in € thousand | 31.12.2023 | 31.12.2022 |
|---------------|------------|------------|
|               | 113,690    | 111,789    |

Trade liabilities from the financial year are only owed to third parties. As in the previous year, the total amount is due within one year.

{257}------------------------------------------------

### 40. Non-current and current liabilities to related parties

#### Non-current and current liabilities to related parties as of 31 December 2023

| in € thousand                                                                                              | Maturity<br>up to 1 year | Maturity<br>1 to 5 years | Maturity<br>over 5 years | Total   |
|------------------------------------------------------------------------------------------------------------|--------------------------|--------------------------|--------------------------|---------|
| Liabilities from leases to HPA                                                                             | 26,319                   | 101,297                  | 287,269                  | 414,885 |
| Liabilities from leases to the „Stadt und Hafen" special fund of the Free<br>and Hanseatic City of Hamburg | 213                      | 107                      | 0                        | 320     |
| Liabilities from leases to FEG Fischereihafenentwicklungs-<br>gesellschaft mbH & Co. KG                    | 971                      | 4,033                    | 0                        | 5,004   |
| Liabilities from leases to Landesbetrieb Immobilienmanagement und<br>Grundvermögen                         | 1,332                    | 3,470                    | 259                      | 5,061   |
| Liabilities from leases to related parties                                                                 | 28,835                   | 108,907                  | 287,528                  | 425,270 |
| Other liabilities to FHH                                                                                   | 31,204                   | 0                        | 0                        | 31,204  |
| Other liabilities to HHLA Frucht- und Kühl-Zentrum GmbH                                                    | 12,174                   | 0                        | 0                        | 12,174  |
| Other liabilities to HPA                                                                                   | 10,253                   | 0                        | 0                        | 10,253  |
| Other liabilities to Kombi-Transeuropa Terminal Hamburg GmbH                                               | 2,243                    | 0                        | 0                        | 2,243   |
| Other liabilities to Ulrich Stein GmbH                                                                     | 2,240                    | 0                        | 0                        | 2,240   |
| Other liabilities to other related parties                                                                 | 4,329                    | 0                        | 0                        | 4,329   |
| Other liabilities to related parties                                                                       | 62,443                   | 0                        | 0                        | 62,443  |
|                                                                                                            | 91,278                   | 108,907                  | 287,528                  | 487,713 |

#### Non-current and current liabilities to related parties as of 31 December 2022

|                                                                                                            | Maturity<br>up to 1 year | Maturity<br>1 to 5 years | Maturity<br>over 5 years | Total   |
|------------------------------------------------------------------------------------------------------------|--------------------------|--------------------------|--------------------------|---------|
| in € thousand                                                                                              |                          |                          |                          |         |
| Liabilities from leases to HPA                                                                             | 25,120                   | 102,772                  | 319,503                  | 447,395 |
| Liabilities from leases to the "Stadt und Hafen" special fund of the Free<br>and Hanseatic City of Hamburg | 211                      | 320                      | 0                        | 531     |
| Liabilities from leases to FEG Fischereihafenentwicklungs-<br>gesellschaft mbH & Co. KG                    | 957                      | 3,973                    | 1,031                    | 5,961   |
| Liabilities from leases to Landesbetrieb Immobilienmanagement und<br>Grundvermögen                         | 1,113                    | 3,482                    | 276                      | 4,871   |
| Liabilities from leases to related parties                                                                 | 27,401                   | 110,547                  | 320,810                  | 458,758 |
| Other liabilities to FHH                                                                                   | 0                        | 0                        | 0                        | 0       |
| Other liabilities to HHLA Frucht- und Kühl-Zentrum GmbH                                                    | 10,848                   | 0                        | 0                        | 10,848  |
| Other liabilities to HPA                                                                                   | 5,155                    | 0                        | 0                        | 5,155   |
| Other liabilities to Kombi-Transeuropa Terminal Hamburg GmbH                                               | 2,428                    | 0                        | 0                        | 2,428   |
| Other liabilities to Ulrich Stein GmbH                                                                     | 1,177                    | 0                        | 0                        | 1,177   |
| Other liabilities to other related parties                                                                 | 2,979                    | 0                        | 0                        | 2,979   |
| Other liabilities to related parties                                                                       | 22,587                   | 0                        | 0                        | 22,587  |
|                                                                                                            | 49,988                   | 110,547                  | 320,810                  | 481,345 |

The decline in recognised lease liabilities is primarily due to the planned redemption of lease liabilities and the expiry of lease terms. For more details, see also Note 45 and Note 48.

Other liabilities to FHH relate to other liabilities in the form of prepaid compensation resulting from the urban development of the Grasbrook district in the amount of € 31,204 thousand (previous year: receivables of € 8,308 thousand). For further information, please see Note 48. 

{258}------------------------------------------------

For more details of the liquidity risk, please refer to Note 47.

### 41. Other non-financial liabilities

### Other non-financial liabilities

| in € thousand                           | 31.12.2023 | 31.12.2022 |
|-----------------------------------------|------------|------------|
| Liabilities to employees                | 19,480     | 19,220     |
| Tax liabilities                         | 18,569     | 11,047     |
| Advance payments received for orders    | 7,557      | 7,008      |
| Employers' liability insurance premiums | 5,202      | 5,589      |
| Social security payables                | 3,700      | 3,334      |
| Port workers' welfare fund (Hafenfonds) | 1,238      | 1,276      |
| Other                                   | 6,285      | 3,746      |
|                                         | 62,031     | 51,220     |

Liabilities to employees include liabilities arising from accrued leave.

The year-on-year change in tax liabilities is essentially due to increases in value added tax liabilities.

All other non-financial liabilities have a remaining term of up to one year.

### 42. Income tax liabilities

#### Income tax liabilities

| in € thousand | 31.12.2023 | 31.12.2022 |
|---------------|------------|------------|
|               | 2,813      | 1,794      |

Income tax liabilities result from expected additional payments for corporation tax, solidarity surcharge and trade tax.

When preparing the annual financial statements, the relevant income tax liabilities are calculated and recognised in the form of corporation tax, solidarity surcharge and trade tax on the basis of the tax and legal situation known at the time of preparation.

{259}------------------------------------------------

## Notes to the cash flow statement

### 43. Notes to the cash flow statement

#### Free cash flow

The balance of the cash inflow from operating activities and the cash outflow from investing activities makes up the free cash flow, which indicates the cash resources available for dividend distribution or the redemption of existing loans. The free cash flow fell year-on-year by € 153,831 thousand to € - 27,091 thousand. Significant changes resulted from both cash flow from operating activities and cash flow from investing activities. The fall in cash flow from operating activities was mainly due to a year-on-year increase in provisions, lower income tax payments and a year-on-year decrease in the operating result (EBIT). The cash outflow from investing activities was higher than in the previous year. This increase was largely due to higher payments for investments in fixed assets and lower proceeds from short-term deposits.

#### Change in liabilities from financing activities

The balance of the proceeds from the issuance of bonds and the taking out of (financial) loans, as well as the balance of payments for the redemption of (financial) loans, produces the change in liabilities from financing activities pursuant to IAS 7. In the reporting year, the Group made payments for the redemption of (financial) loans in the amount of € 34,210 thousand (previous year: € 50,022 thousand). The drawdown of (financial) loans produced proceeds of € 248,491 thousand (previous year: € 67,290 thousand). This change in the liabilities from financing activities is reflected in the increase in liabilities to banks in the amount of € 204,825 thousand (previous year: € 20,219 thousand) and the increase in liabilities from other loans in the amount of € 21,459 thousand (previous year: decrease of € 3,851 thousand); see also Note 38. Exchange rate effects and other effects are insignificant.

Lease liabilities, see also Note 38 and Note 40, decreased during the reporting year by € 12,723 thousand (previous year: € 32,618 thousand), including the net effects in particular of new non-cash contracts in the amount of € 32,725 thousand (previous year: € 18,822 thousand) and cash repayments in the amount of € 51,185 thousand (previous year: € 49,396 thousand).

{260}------------------------------------------------

#### Financial funds

Financial funds include cash in hand and bank balances with a remaining term of up to three months, and receivables and liabilities relating to HGV. Receivables from HGV are overnight deposits available on demand. They are recognised at nominal value.

#### Financial funds

| in € thousand                                        | 31.12.2023 | 31.12.2022 |
|------------------------------------------------------|------------|------------|
| Short-term deposits with a maturity up to 3 months   | 67,520     | 32,922     |
| Short-term deposits with a maturity of 4 – 12 months | 0          | 20,000     |
| Bank balances and cash in hand                       | 130,011    | 63,513     |
| Cash, cash equivalents and short-term deposits       | 197,531    | 116,435    |
| Receivables from HGV                                 | 44,800     | 75,089     |
| Overdrafts                                           | - 21       | - 8        |
| Short-term deposits with a maturity of 4 – 12 months | 0          | - 20,000   |
| Financial funds at the end of the period             | 242,310    | 171,516    |

{261}------------------------------------------------

## Notes to the segment report

### 44. Notes to the segment report

The segment report is presented as an annex to the Notes to the consolidated financial statements.

The Group's segment report is prepared in accordance with the provisions of IFRS 8 and requires reporting on the basis of the internal reports to the Executive Board for the purpose of controlling commercial activities. The segment performance indicator used is the internationally customary key figure of EBIT (earnings before interest and taxes), which serves to measure success in each segment and therefore aids internal control.

The accounting and valuation principles applied to internal reporting comply with the principles applied by the Group described in Note 6 "Accounting and valuation principles".

In line with the Group's reporting structure for management purposes and in accordance with the definition in IFRS 8, the following four independently organised and managed segments were identified:

#### Container

The Container segment pools the Group's container handling operations. The Group's services in this segment primarily consist of handling container ships and transferring containers to other carriers (e.g. rail, truck or feeder ship). HHLA operates three container terminals in Hamburg (Altenwerder, Burchardkai and Tollerort) and further container terminals in Odessa, Ukraine, in Tallinn, Estonia and in Trieste, Italy. The portfolio is rounded off by supplementary container services, such as maintenance and repairs provided by the subsidiary HCCR.

The Container segment mainly generates handling revenue generated at a point in time. After carrying out the handling service, the client has control over the container and there is a payment obligation for HHLA. It also generates rental income over time. Furthermore, individual HHLA customers have contractual rebate entitlements arising from income generated at a point in time.

With effect from 1 January 2023, HHLA-Personal-Service GmbH, Hamburg, Germany, was transferred to the Container segment (previously: Holding/Other). The figures for the previous year have not been restated in the Segment Report. If this transfer had not occurred, revenue in the Container segment as of 31 December 2023 would have been higher by € 3,097 thousand, EBIT by € 3,185 thousand and EBITDA by € 3,086 thousand.

{262}------------------------------------------------

#### Intermodal

As a core element of HHLA's business model, which is vertically integrated along the transportation chain, the Intermodal segment provides a comprehensive seaport-hinterland – and increasingly continental – rail and truck network. The rail company METRANS and the trucking firm CTD complete HHLA's range of services in this field.

As transport income, the revenue of this segment is generated over time. The client benefits during the time the transportation service is provided. If the container does not reach the destination during the reporting period, the revenue is differentiated using the input method. There are also rebate obligations in respect of individual customers.

#### Logistics

The Logistics segment encompasses specialist handling services, digital business activities and consulting. Its service portfolio comprises stand-alone logistics services as well as entire process chains for the international procurement and distribution of merchandise. The segment also provides consulting and management services for clients in the international port and transport sectors. Business activities in process automation, digital and airborne logistics services and other services, particularly for the intermodal field, round off the range.

The revenue generated from special handling services is classed as revenue generated at a point in time. As soon as the special handling service has been provided, the customer has control over the handled cargo and HHLA is entitled to claim payment. This segment also generates income over time, chiefly from consultancy and letting services. Immaterial rebate obligations apply in respect of individual customers.

#### Real Estate

This segment is equivalent to the Real Estate subgroup. Its business activities include services such as the development, letting and management of properties. These properties include real estate in the Speicherstadt historical warehouse district and on the northern banks of the river Elbe (fishmarket area). Furthermore, industrial logistics properties and land in and around the Port of Hamburg are managed by the Holding/Other division.

The revenue from this segment is rental income generated over time.

The Holding/Other division used for segment reporting does not represent an independent business segment under IFRS 8. However, it has been allocated to the segments within the Port Logistics subgroup in order to provide a complete and clear picture.

The structure of the Group makes it necessary to issue a large number of invoices for intersegmental services. These predominantly relate to the use of real estate, IT services, administrative services, workshop services and staff provided by the holding company. As a rule, services are valued at cost price. Transfer prices may not exceed the market price of the service in question. If the company providing the service predominantly sells the relevant service on the market outside the Group, it may charge the market price, even if the cost price is lower.

{263}------------------------------------------------

The reconciliation of segment variables with the corresponding Group variables are as follows:

#### Revenue and earnings

The reconciliation of segment revenue with Group revenue includes the elimination of revenue between the segments and subgroups that must be consolidated.

The reconciliation of the segment variable EBIT to consolidated earnings before taxes (EBT) incorporates transactions between the segments and subgroups for which consolidation is mandatory, along with the proportion of companies accounted for using the equity method, net interest income and the other financial result.

### Reconciliation of the segment EBIT with consolidated earnings before taxes (EBT)

| in € thousand                                                    | 2023     | 2022     |
|------------------------------------------------------------------|----------|----------|
| Total segment earnings (EBIT)                                    | 108,443  | 219,090  |
| Elimination of business relations between segments and subgroups | 947      | 1,314    |
| Group earnings (EBIT)                                            | 109,389  | 220,403  |
| Earnings from associates accounted for using the equity method   | 4,890    | 4,853    |
| Net interest                                                     | - 50,474 | - 31,065 |
| Other financial result                                           | - 4      | - 1      |
| Earnings before tax (EBT)                                        | 63,802   | 194,190  |

#### Segment assets

The reconciliation of segment assets to Group assets incorporates not only items and financial investments for which consolidation is mandatory, but also claims arising from current and deferred income taxes and financial funds not assigned to segment assets.

#### Reconciliation of the segment assets with Group assets

| in € thousand                                                    | 31.12.2023 | 31.12.2022 |
|------------------------------------------------------------------|------------|------------|
| Segment assets                                                   | 3,002,803  | 2,594,518  |
| Elimination of business relations between segments and subgroups | - 931,414  | - 771,189  |
| Current assets before consolidation                              | 584,456    | 733,125    |
| Financial assets                                                 | 30,659     | 18,977     |
| Deferred tax assets                                              | 99,868     | 74,065     |
| Tax receivables                                                  | 26,269     | 4,988      |
| Cash, cash equivalents and short-term deposits                   | 197,531    | 116,435    |
| Group assets                                                     | 3,010,172  | 2,770,919  |

{264}------------------------------------------------

#### Other segment information

The reconciliation to Group investments totalling € - 66,545 thousand (previous year: € - 926 thousand) eliminates the internal invoices for services to transfer property, plant and equipment between segments in the amount of € - 53,555 thousand (previous year: € 0 thousand) and to generate intangible assets in the amount of € - 12,990 thousand (previous year: € - 926 thousand).

In relation to the reconciliation of depreciation and amortisation amounting to € - 1,949 thousand (previous year: € - 1,967 thousand), the entire amount is attributable to the elimination of inter-company profits between the segments and the subgroups.

The reconciliation of non-cash items amounts to € - 34 thousand (previous year: € 172 thousand).

#### Information on geographical regions

For information by region, the segment revenue and disclosures on non-current segment assets are broken down in accordance with the affiliates' respective locations.

#### Information about geographical regions

|                                                  | Germany   |           | EU      |         | Outside EU |        | Total     |           | Reconciliation<br>with Group assets |         | Group     |           |
|--------------------------------------------------|-----------|-----------|---------|---------|------------|--------|-----------|-----------|-------------------------------------|---------|-----------|-----------|
| in € thousand                                    | 2023      | 2022      | 2023    | 2022    | 2023       | 2022   | 2023      | 2022      | 2023                                | 2022    | 2023      | 2022      |
| Segment income                                   | 807,800   | 961,253   | 629,711 | 605,283 | 9,260      | 11,815 | 1,446,771 | 1,578,351 | 0                                   | 0       | 1,446,771 | 1,578,351 |
| Non-current<br>segment assets                    | 1,356,048 | 1,274,816 | 964,439 | 866,983 | 40,586     | 43,544 | 2,361,073 | 2,185,343 | 649,099                             | 585,576 | 3,010,172 | 2,770,919 |
| Investments in non-<br>current segment<br>assets | 195,146   | 117,120   | 118,089 | 82,403  | 766        | 3,616  | 314,001   | 203,139   | 0                                   | 0       | 314,001   | 203,139   |

The reconciliation of long-term segment assets to Group assets includes, in addition to consolidation items between the segments, in particular current assets, financial assets as well as current and deferred income taxes.

### Information on key clients

Revenue of € 257,799 thousand (previous year: € 276,062 thousand) from a single client exceeds 10 % of Group revenue and relates to the Container and Intermodal segments.

{265}------------------------------------------------

## Other notes

### 45. Leases

#### Leases as a lessee

For further information on leases within the HHLA Group, please see Note 6, Note 12, Note 14, Note 16, Note 23, Note 38 and Note 40.

#### Basic recognition of leases

Pursuant to IFRS 16, all leases must be recognised on the balance sheet. The following significant leases currently exist within the HHLA Group:

The Group has concluded various lease agreements for a number of properties and technical facilities as well as operating and office equipment. Among other things, these agreements relate to land, quay walls, lifting and ground-handling vehicles, container wagons and chassis, as well as IT hardware. In some cases, they include renewal and put options. The renewal options are always for the lessee; the put options can be exercised by the respective lessor. There were no put options during the reporting year.

#### LEASES RECOGNISED UNDER LIABILITIES TO RELATED PARTIES

The Group rents mega-ship berths from the Hamburg Port Authority (HPA), the owner of the port areas which is also a related party; see Note 48. While the fixed lease initially runs until 2036, HHLA anticipates that the lease terms of these assets will extend over 50 years (as in the past). The agreements make provisions for the allocation of liability in the event of nullity and the associated premature termination of the lease as a result of conflict with EU law. The Executive Board of HHLA currently regards the risk of a conflict with EU law as very low. In both 2021 and 2022, adjustments were made to lease obligations for mega-ship berths as a result of the contractually agreed change in refinancing interest rates.

Agreements exist between the Free and Hanseatic City of Hamburg and/or HPA and the HHLA Group regarding the lease of land and quay walls in the Port of Hamburg and the Speicherstadt historical warehouse district by companies in the HHLA Group. The main contracts expire between 2025 and 2036. Under the terms of the agreements, lease payments are generally reviewed every five years on the basis of price developments in relevant competing ports or based on appropriate rental indices. The expected interest rate increases for the past periods and the expected interest rate increases up until 2026 have been taken into consideration accordingly in these consolidated financial statements. Leasing expenses for space in the Speicherstadt historical warehouse district are partly linked to the development of Group income from subletting these buildings.

Without the prior approval of the lessor, leased areas may not be re-let and the buildings on them belonging to HHLA may not be sold or let. Major changes to the terms of subletting agreements also require the prior approval of the lessor.

{266}------------------------------------------------

#### LEASES RECOGNISED UNDER NON-CURRENT AND CURRENT FINANCIAL LIABILITIES

Leases relating to real estate and movable property are in place at HHLA PLT Italy S.r.l., Trieste, Italy. On the whole, the rents payable for this are fixed and will only change during the course of the agreement as a result of any future inflation. The company does not have purchase options at the end of the lease agreements. The respective lease agreements have remaining terms of between three and 41 years. The concession agreement was extended until 2064.

Logistica Giuliana S.r.l., Trieste, Italy, holds property leases. On the whole, the rents payable for this are fixed and will only change during the course of the agreement as a result of any future inflation. The company does not have purchase options at the end of the lease agreements. The remaining term of the concession agreement is 44 years. The concession agreement was extended until 2067.

In addition, leases relating to real estate and movable property are in place at the container terminal in Odessa, Ukraine. On the whole, the rents payable for this are fixed and will only change during the course of the agreement as a result of future inflation. The company does not have purchase options at the end of the lease agreements. The respective lease agreements have terms of between one and 33 years and end in 2044 at the latest.

There are also significant leases for real estate at the container terminal in Tallinn, Estonia. On the whole, the rents payable for this are fixed and will only change during the course of the agreement as a result of future inflation. The company does not have purchase options at the end of the lease agreements. The respective lease agreements will expire in 2062.

The METRANS Group has concluded lease agreements for various items of movable property. These leases have an average term of three to ten years, and some include renewal options. The leases concluded for individual items of real estate have a term of up to 30 years, and some of them also include renewal options. The lessee accepts no obligations whatsoever when signing these leases. The METRANS Group also rents terminal facilities for periods of between ten and 30 years as part of concession agreements.

#### Short-term lease agreements and leases for low-value assets

The Group rents technical equipment, motor vehicles, IT equipment, office furniture, etc. for terms of between one and three years. These lease agreements are either short term and/or pertain to items of low value. In such cases, HHLA reports neither the rights of use nor lease liabilities. The following table shows the effects of leases on the income statement and other comprehensive income:

{267}------------------------------------------------

#### Leases in the income statement

| in € thousand                                  | 2023   | 2022   |
|------------------------------------------------|--------|--------|
| Cost of materials and other operating expenses |        |        |
| Expenses from non-current leases               | 14,801 | 16,011 |
| Expenses from leases for low-value assets      | 1,458  | 1,035  |
| Expenses from variable lease payments          | 485    | 783    |
| Amortisation and depreciation                  |        |        |
| Amortisation and depreciation of rights of use | 53,576 | 50,264 |
| Financial result                               |        |        |
| Interest expenses from leasing liabilities     | 19,995 | 19,970 |

#### Future unrecognised cash outflows

The table below shows the future cash outflows which may be incurred by the lessee and which may not have been recognised when measuring the lease liability:

#### Future unrecognized cash outflows

| in € thousand                     | 31.12.2023 | 31.12.2022 |
|-----------------------------------|------------|------------|
| Future variable lease payments    | 13,196     | 10,80      |
| Extension and termination options | 0          | 0          |
| Residual value guarantees         | 21         | 21         |
| Leases not yet begun              | 0          | 3,090      |
|                                   | 13,217     | 13,91      |

#### Leases as a lessor

The Group has signed lease agreements for letting its investment properties on a commercial basis; see Note 24. HHLA categorises these leases as operating leases because virtually none of the risks and potential rewards associated with ownership are transferred to the Group. The investment properties consist of office space, facilities and one commercial property not used by the Group. These leases have remaining non-cancellable lease terms of between one and twelve years. At the end of the non-cancellable lease period, some contracts give tenants the option of extending the lease for a period of between one year and a maximum of three times five years. Some leases contain a clause under which the rent can be increased in line with market conditions.

During the financial year, income of € 68,004 thousand (previous year: € 66,021 thousand) was earned from letting property, plant and equipment and investment property.

The table below is a maturity analysis of the receivables from operating leases. It shows the undiscounted lease payments to be received at the end of the reporting period.

{268}------------------------------------------------

#### Due dates of receivables from operating leases

| in € thousand      | 31.12.2023 | 31.12.2022 |
|--------------------|------------|------------|
| Up to 1 year       | 38,479     | 38,215     |
| 1 year to 2 years  | 33,268     | 33,638     |
| 2 years to 3 years | 28,936     | 28,895     |
| 3 years to 4 years | 20,468     | 24,589     |
| 4 years to 5 years | 5,544      | 17,194     |
| Over 5 years       | 32,418     | 27,404     |
|                    | 159,113    | 169,935    |

From the lessor's perspective, there are no lease agreements categorised as finance leases.

### 46. Contingent liabilities and other financial obligations

No provisions were formed for the following contingent liabilities because it was deemed highly unlikely that they would be utilised.

#### Contingent liabilities

| in € thousand   | 31.12.2023 | 31.12.2022 |
|-----------------|------------|------------|
| Guarantees      | 28,140     | 29,249     |
| Comfort letters | 0          | 0          |
|                 | 28,140     | 29,249     |

Within a one-year period from 31 December 2023, HHLA can make use of existing guarantees up to a maximum amount of € 65,981 thousand.

The following other financial obligations were in place on the reporting date:

#### Other financial obligations

| in € thousand                    | 31.12.2023 | 31.12.2022 |
|----------------------------------|------------|------------|
| Outstanding purchase commitments | 306,065    | 224,987    |
| Other                            | 25,916     | 14,244     |
|                                  | 331,981    | 239,231    |

Of the obligations from outstanding purchase commitments, € 223,923 thousand (previous year: € 155,627 thousand) is attributable to investments in property, plant and equipment and € 9,165 thousand (previous year: € 3,830 thousand) is attributable to investments in intangible assets.

{269}------------------------------------------------

### 47. Management of financial risks

To finance its business activities, the Group uses short, medium and long-term bank loans and lease and hire-purchase agreements as well as cash and short-term deposits. The Group has access to various other financial assets and liabilities, including trade payables and receivables arising directly from its business.

#### Interest rate and market price risk

As a result of its financing activities, the Group is exposed to an interest rate risk principally stemming from medium- to long-term borrowing at floating rates of interest.

Managing the Group's interest expenses involves a combination of fixed and floating-rate debt, depending on the market.

Forward interest rate swaps were used in the previous year to hedge the interest rate level for the planned drawdown of fixed-interest loans to finance investments. These hedging transactions were designated in hedge accounting according to IFRS 9. The hedging rate is 100 % as the full amount of the hedging transactions serves to hedge the underlying transactions at the same amount. The default risk does not have a dominant influence on changes in value. No ineffectiveness is expected. The changes in the market value of hedging transactions were recognised directly and in full in other comprehensive income. With the fixing of conditions in the corresponding loans in 2022, the interest rate swaps were terminated by financial settlement.

As of the balance sheet date, two fully consolidated companies held interest rate swaps for hedging variable-interest rate loans. Due to the minor scope of these instruments, the risk is deemed insignificant.

As of the balance sheet date, 78.9 % (previous year: 86.7 %) of the Group's borrowing was at fixed interest rates.

Since the fixed-interest financial instruments are not held at fair value, they are not subject to market price risks on the balance sheet.

A change in the variable interest rate affects the interest expenses arising from floating-rate loans as well as the interest income from overnight deposits and time deposit investments.

If the variable interest rate had been 1.0 percentage points higher as of the balance sheet date, interest expenses arising from floating-rate loans would have been € 1,177 thousand p.a. higher (previous year: € 470 thousand p.a.) and interest income from overnight deposits and time deposit investments would have been up to € 2,446 thousand p.a. higher (previous year: € 1,907 thousand p.a.).

Market price risks can, however, affect securities and equity investments in particular.

{270}------------------------------------------------

#### Exchange rate risk

Due to investments in countries outside the eurozone, changes in exchange rates can affect the balance sheet. Foreign currency risks on individual transactions are hedged by currency futures or currency options if required by a market analysis. The hedging transactions are in the same currencies as the hedged item. The Group only concludes currency futures contracts when specific claims or obligations exist, or can be expected with reasonable assurance.

On the balance sheet date, currency hedging instruments comprised a volume of € 37,500 thousand (previous year: € 40,500 thousand) and maturities of up to 25 months. As of 31 December 2023, the market value was € - 295 thousand (previous year: € 2,228 thousand). In the reporting year, changes in value from these currency hedging transactions, which constitute financial assets and/or liabilities held at fair value through profit and loss, were recognised in the income statement under Note 16. These transactions are not included in hedge accounting in accordance with IFRS 9.

Revenue in the HHLA Group is predominantly invoiced in euros, or in the national currencies of the European affiliates. Investments in these countries are largely transacted in euros.

#### Commodity price risk

The Group is primarily exposed to a commodity price risk when purchasing fuel. Depending on the market situation, the Group can arrange price hedges for part of its fuel requirements. This was not the case at the balance sheet date or on 31 December 2022.

In addition to the market risks mentioned, there are financial risks in the form of credit and liquidity risks.

#### Credit risk/default risk

The Group only maintains customer relationships on a credit basis with recognised, creditworthy third parties. Clients who wish to complete transactions with the Group on a credit basis are subject to a credit check. Receivables are also monitored on an ongoing basis, with impairment allowances made if risks are identified. Therefore, the Group is not exposed to any additional significant default risks on receivables. The maximum default risk for the trade receivables and other financial assets is theoretically the carrying amount for the individual receivable. There is no significant concentration of default risks with individual customers.

In respect of some receivables, the Group may obtain securities in the form of guarantees that may be drawn upon as part of contractual arrangements if the counterparty falls into payment default.

The Group applies the simplified approach pursuant to IFRS 9 in order to measure expected credit losses, i.e. the expected lifetime credit losses are applied for trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets are consolidated on the basis of shared credit risk characteristics and the number of days overdue.

{271}------------------------------------------------

If this is the case at all, the contract assets or liabilities held by HHLA are deemed insignificant, as was the case in the previous year. These contracts would have a term of less than one year.

The expected losses given default are based on the payment profiles of the transactions over a period of twelve months prior to 31 December 2023 and the corresponding historic defaults in this period. HHLA also factors anticipated changes to the economic environment into its calculations of these losses given default. Furthermore, HHLA has observed trade receivables on a case-by-case basis and made valuation allowances where necessary. The impact on the consolidated financial statements is immaterial. On this basis, the following impairment was calculated on trade receivables as of the balance sheet date and as of 31 December 2022:

#### Determination of impairment on trade receivables as of 31 December 2023

| in € thousand                       | not due | 1 - 90<br>days<br>overdue | 91 - 180<br>days<br>overdue | 181 - 270<br>days<br>overdue | 271 - 360<br>days<br>overdue | more than<br>360 days<br>overdue | Total   |
|-------------------------------------|---------|---------------------------|-----------------------------|------------------------------|------------------------------|----------------------------------|---------|
| Trade receivables before impairment | 130,645 | 30,777                    | 3,787                       | 685                          | 345                          | 1,570                            | 167,809 |
| Expected losses                     | 0.09 %  | 0.71 %                    | 7.24 %                      | 100.00 %                     | 100.00 %                     | 100.00 %                         |         |
| Impairment of the reporting year    | 119     | 218                       | 274                         | 685                          | 345                          | 1,570                            | 3,211   |
| Trade receivables after impairment  |         |                           |                             |                              |                              |                                  | 164,598 |

#### Determination of impairment on trade receivables as of 31 December 2022

| in € thousand                       | not due | 1 - 90<br>days<br>overdue | 91 - 180<br>days<br>overdue | 181 - 270<br>days<br>overdue | 271 - 360<br>days<br>overdue | more than<br>360 days<br>overdue | Total   |
|-------------------------------------|---------|---------------------------|-----------------------------|------------------------------|------------------------------|----------------------------------|---------|
| Trade receivables before impairment | 143,210 | 53,745                    | 5,836                       | 2,810                        | 1,829                        | 2,728                            | 210,158 |
| Expected losses                     | 0.21 %  | 0.77 %                    | 9.97 %                      | 19.54 %                      | 33.79 %                      | 57.51 %                          |         |
| Impairment of the reporting year    | 299     | 414                       | 582                         | 549                          | 618                          | 1,569                            | 4,031   |
| Trade receivables after impairment  |         |                           |                             |                              |                              |                                  | 206,127 |

Impairments on trade receivables showed the following trends:

#### Development of the valuation allowances on trade receivables

| in € thousand                                           | 2023    | 2022  |
|---------------------------------------------------------|---------|-------|
| Valuation allowances as of 1 January                    | 4,031   | 3,016 |
| Additions (valuation allowances recognised as expenses) | 1,548   | 2,026 |
| Used                                                    | - 235   | - 365 |
| Reversals                                               | - 2,133 | - 976 |
| Valuation allowances as of 31 December                  | 3,211   | 4,036 |

Trade receivables are derecognised when a reasonable assessment indicates that there is no prospect of them being realised. The indicators pointing to no prospect of realisation following a reasonable assessment include the failure of a debtor to commit to a repayment

{272}------------------------------------------------

plan agreed with the Group and, provided there is no information to the contrary, the failure to make contractually agreed payments after being in arrears for 360 days.

Impairment losses on trade receivables are shown as other operating expenses in the operating result. Amounts that have been written off and are then generated in subsequent periods are recognised as other operating income.

The default risk in the case of derivative financial instruments and cash, cash equivalents and short-term deposits is, in theory, that of counterparty default and is therefore equivalent to the carrying amounts of the individual instruments. The risk of default is considered very low since, as a rule, the Group only conducts derivative financial transactions and liquid investments with counterparties with good and regularly reviewed credit ratings. In addition, credit risks may arise if the contingent liabilities listed in Note 46 are incurred.

#### Liquidity risk

The Group guarantees sufficient liquidity at all times through medium-term liquidity planning, diversifying the maturities of loans and leases, and through existing lines of credit and funding commitments. If covenants have been agreed for individual loans, they are continually monitored to ensure compliance. HHLA will introduce measures it deems necessary to ensure that the covenants are met.

For details of the maturities of financial liabilities and liabilities to related parties, please refer to the table of residual maturities for non-current and current financial liabilities under Note 38 and the summary of non-current and current liabilities to related parties under Note 40.

### Expected liquidity outflows due to future interest payments for loans and for liabilities from leases

|                                                                                 | Up to 1 year |            | 1 to 5 years |            | Over 5 years |            | Total      |            |
|---------------------------------------------------------------------------------|--------------|------------|--------------|------------|--------------|------------|------------|------------|
| in € thousand                                                                   | 31.12.2023   | 31.12.2022 | 31.12.2023   | 31.12.2022 | 31.12.2023   | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Outflow of liquidity for<br>future interest payments<br>on fixed-interest loans | 7,504        | 4,700      | 39,136       | 15,314     | 33,380       | 7,926      | 80,020     | 27,940     |
| Outflow of liquidity for<br>future interest payments<br>on floating-rate loans  | 2,566        | 1,562      | 9,105        | 4,684      | 7,862        | 4,677      | 19,533     | 10,923     |
| For liabilities from leases                                                     | 22,140       | 21,626     | 64,431       | 70,555     | 180,437      | 190,143    | 267,008    | 282,324    |
|                                                                                 | 32,210       | 27,888     | 112,672      | 90,553     | 221,679      | 202,746    | 366,561    | 321,187    |

For other non-current financial liabilities, an outflow of liquidity is expected for liabilities with a maturity over five years. The discounting amount is calculated at approximately € 13.5 million.

As of the balance sheet date, two fully consolidated companies held interest rate swaps. Due to the minor scope of these instruments, the risk is deemed insignificant.

{273}------------------------------------------------

#### Financial instruments

Carrying amounts and fair values

The tables below show the carrying amounts and fair values of financial assets and financial liabilities, as well as their level in the fair value hierarchy; see also Note 6 and Note 7.

For financial assets and financial liabilities not held at fair value, there is no disclosure of the fair value in the fair value hierarchy where the carrying amount serves as a reasonable approximation of the fair value.

#### Financial assets as of 31 December 2023

|                                                | Carrying amount |                                                     |                                               |                                                        |                     | Fair value |         |         |        |
|------------------------------------------------|-----------------|-----------------------------------------------------|-----------------------------------------------|--------------------------------------------------------|---------------------|------------|---------|---------|--------|
|                                                |                 | Balance sheet recognition in accordance with IFRS 9 |                                               |                                                        |                     |            |         |         |        |
| in € thousand                                  | Amortised cost  | Fair value through profit or loss                   | Fair value through other comprehensive income | Balance sheet regognition according to other standards | Balance sheet value | Level 1    | Level 2 | Level 3 | Total  |
| Financial assets measured at fair value        |                 |                                                     |                                               |                                                        |                     |            |         |         |        |
| Financial assets                               | 0               | 1,802                                               | 15,023                                        | 513                                                    | 17,338              | 3,004      | 1,802   | 12,532  | 17,338 |
|                                                |                 | 1,802                                               | 15,023                                        | 513                                                    | 17,338              |            |         |         |        |
| Financial assets not measured at fair value    |                 |                                                     |                                               |                                                        |                     |            |         |         |        |
| Financial assets                               | 17,220          |                                                     |                                               | 1,674                                                  | 18,894              |            |         |         |        |
| Trade receivables                              | 164,598         |                                                     |                                               |                                                        | 164,598             |            |         |         |        |
| Receivables from related parties               | 50,481          |                                                     |                                               |                                                        | 50,481              |            |         |         |        |
| Cash, cash equivalents and short-term deposits | 197,531         |                                                     |                                               |                                                        | 197,531             |            |         |         |        |
|                                                | 429,830         | 0                                                   | 0                                             | 1,674                                                  | 431,504             |            |         |         |        |

{274}------------------------------------------------

#### Financial liabilities as of 31 December 2023

|                                                        | Carrying amount                                        |                                               |                                                                  |                                                                       |                           |         | Fair value |         |         |  |
|--------------------------------------------------------|--------------------------------------------------------|-----------------------------------------------|------------------------------------------------------------------|-----------------------------------------------------------------------|---------------------------|---------|------------|---------|---------|--|
|                                                        | Balance sheet recognition in<br>accordance with IFRS 9 |                                               |                                                                  |                                                                       |                           |         |            |         |         |  |
| in € thousand                                          | Amortised<br>cost                                      | Fair<br>value<br>through<br>profit<br>or loss | Fair<br>value<br>through<br>other<br>compre<br>hensive<br>income | Balance<br>sheet<br>regognition<br>according<br>to other<br>standards | Balance<br>sheet<br>value | Level 1 | Level 2    | Level 3 | Total   |  |
| Financial liabilities measured at                      |                                                        |                                               |                                                                  |                                                                       |                           |         |            |         |         |  |
| fair value                                             |                                                        |                                               |                                                                  |                                                                       |                           |         |            |         |         |  |
| Financial liabilities                                  |                                                        |                                               |                                                                  | 295                                                                   | 295                       |         | 295        |         | 295     |  |
|                                                        | 0                                                      | 0                                             | 0                                                                | 295                                                                   | 295                       |         |            |         |         |  |
| Financial liabilities not measured at<br>fair value    |                                                        |                                               |                                                                  |                                                                       |                           |         |            |         |         |  |
| Financial liabilities                                  | 611,109                                                |                                               |                                                                  | 356,492                                                               | 967,601                   |         |            |         |         |  |
| Liabilities from bank loans                            | 559,612                                                |                                               |                                                                  | 0                                                                     | 559,612                   | 532,528 |            |         | 532,528 |  |
| Liabilities from leases                                |                                                        |                                               |                                                                  | 305,362                                                               | 305,362                   |         |            |         |         |  |
| Liabilities from Settlement obligation,<br>non-current |                                                        |                                               |                                                                  | 859                                                                   | 859                       |         |            | 859     | 859     |  |
| Liabilities from Settlement obligation,<br>current     |                                                        |                                               |                                                                  | 280                                                                   | 280                       |         |            |         |         |  |
| Other financial liabilities, non-current               | 41,388                                                 |                                               |                                                                  | 49,991                                                                | 91,379                    | 41,388  |            | 49,991  | 91,379  |  |
| Other financial liabilities, current                   | 10,109                                                 |                                               |                                                                  |                                                                       | 10,109                    |         |            |         |         |  |
| Trade liabilities                                      | 113,690                                                |                                               |                                                                  |                                                                       | 113,690                   |         |            |         |         |  |
| Liabilities to related parties                         | 62,444                                                 |                                               |                                                                  | 425,269                                                               | 487,713                   |         |            |         |         |  |
| Liabilities from leases                                |                                                        |                                               |                                                                  | 425,269                                                               | 425,269                   |         |            |         |         |  |
| Other Liabilities to related parties                   | 62,444                                                 |                                               |                                                                  |                                                                       | 62,444                    |         |            |         |         |  |
|                                                        | 787,243                                                | 0                                             | 0                                                                | 781,761                                                               | 1,569,004                 |         |            |         |         |  |

{275}------------------------------------------------

#### Financial assets as of 31 December 2022

|                                                    | Carrying amount                                        |                                               |                                                              |                                                                       |                           | Fair value |         |         |       |
|----------------------------------------------------|--------------------------------------------------------|-----------------------------------------------|--------------------------------------------------------------|-----------------------------------------------------------------------|---------------------------|------------|---------|---------|-------|
|                                                    | Balance sheet recognition in<br>accordance with IFRS 9 |                                               |                                                              |                                                                       |                           |            |         |         |       |
| in € thousand                                      | Amortised<br>cost                                      | Fair<br>value<br>through<br>profit or<br>loss | Fair<br>value<br>through<br>other<br>comprehensive<br>income | Balance<br>sheet<br>recognition<br>according<br>to other<br>standards | Balance<br>sheet<br>value | Level 1    | Level 2 | Level 3 | Total |
| Financial assets measured at<br>fair value         |                                                        |                                               |                                                              |                                                                       |                           |            |         |         |       |
| Financial assets                                   |                                                        | 2,964                                         | 3,460                                                        | 2,533                                                                 | 8,957                     | 3,766      | 5,191   |         | 8,957 |
|                                                    | 0                                                      | 2,964                                         | 3,460                                                        | 2,533                                                                 | 8,957                     |            |         |         |       |
| Financial assets not measured at<br>fair value     |                                                        |                                               |                                                              |                                                                       |                           |            |         |         |       |
| Financial assets                                   | 13,147                                                 |                                               |                                                              | 2,015                                                                 | 15,162                    |            |         |         |       |
| Trade receivables                                  | 206,127                                                |                                               |                                                              |                                                                       | 206,127                   |            |         |         |       |
| Receivables from related parties                   | 86,884                                                 |                                               |                                                              |                                                                       | 86,884                    |            |         |         |       |
| Cash, cash equivalents and short-<br>term deposits | 116,435                                                |                                               |                                                              |                                                                       | 116,435                   |            |         |         |       |
|                                                    | 422,593                                                | 0                                             | 0                                                            | 2,015                                                                 | 424,608                   |            |         |         |       |

{276}------------------------------------------------

#### Financial liabilities as of 31 December 2022

|                                                        | Carrying amount                                        |                                               |                                                              |                                                                       |                           |         | Fair value      |        |  |  |
|--------------------------------------------------------|--------------------------------------------------------|-----------------------------------------------|--------------------------------------------------------------|-----------------------------------------------------------------------|---------------------------|---------|-----------------|--------|--|--|
|                                                        | Balance sheet recognition in<br>accordance with IFRS 9 |                                               |                                                              |                                                                       |                           |         |                 |        |  |  |
| in € thousand                                          | Amortised<br>cost                                      | Fair<br>value<br>through<br>profit<br>or loss | Fair<br>value<br>through<br>other<br>comprehensive<br>income | Balance<br>sheet<br>recognition<br>according<br>to other<br>standards | Balance<br>sheet<br>value | Level 1 | Level 2 Level 3 | Total  |  |  |
| Financial liabilities measured at<br>fair value        |                                                        |                                               |                                                              |                                                                       |                           |         |                 |        |  |  |
| Financial liabilities                                  |                                                        |                                               |                                                              |                                                                       | 0                         |         |                 |        |  |  |
|                                                        | 0                                                      | 0                                             | 0                                                            | 0                                                                     | 0                         |         |                 |        |  |  |
| Financial liabilities not measured at<br>fair value    |                                                        |                                               |                                                              |                                                                       |                           |         |                 |        |  |  |
| Financial liabilities                                  | 399,198                                                |                                               |                                                              | 305,568                                                               | 704,766                   |         |                 |        |  |  |
| Liabilities from bank loans                            | 354,787                                                |                                               |                                                              |                                                                       | 354,787                   | 316,408 | 316,408         |        |  |  |
| Liabilities from leases                                |                                                        |                                               |                                                              | 284,598                                                               | 284,598                   |         |                 |        |  |  |
| Liabilities from Settlement obligation,<br>non-current |                                                        |                                               |                                                              |                                                                       | 0                         |         |                 |        |  |  |
| Liabilities from Settlement obligation,<br>current     |                                                        |                                               |                                                              |                                                                       | 0                         |         |                 |        |  |  |
| Other financial liabilities, non-current               | 16,958                                                 |                                               |                                                              | 20,970                                                                | 37,928                    | 37,928  |                 | 37,928 |  |  |
| Other financial liabilities, current                   | 27,453                                                 |                                               |                                                              |                                                                       | 27,453                    |         |                 |        |  |  |
| Trade liabilities                                      | 111,789                                                |                                               |                                                              |                                                                       | 111,789                   |         |                 |        |  |  |
| Liabilities to related parties                         | 22,587                                                 |                                               |                                                              | 458,758                                                               | 481,345                   |         |                 |        |  |  |
| Liabilities from leases                                |                                                        |                                               |                                                              | 458,758                                                               | 458,758                   |         |                 |        |  |  |
| Other Liabilities to related parties                   | 22,587                                                 |                                               |                                                              |                                                                       | 22,587                    |         |                 |        |  |  |
|                                                        | 533,574                                                | 0                                             | 0                                                            | 764,326                                                               | 1,297,900                 |         |                 |        |  |  |

Where no material differences between the carrying amounts and fair values of the financial instruments are reported under non-current financial liabilities with details of fair value, they are recognised at their carrying amount. Otherwise, the fair value must be stated.

HHLA applied the option to measure financial assets as equity instruments not held for trading at their fair value directly in equity in accordance with IFRS 9. These assets are categorised as level 3 in the fair value hierarchy. No direct stock market or fair value is available for these interests in a corporation amounting to approximately € 12.5 million. The carrying amounts of the interests are regularly tested once a year to counteract the risk of impairment. There is no intention to dispose of the interests reported as of 31 December 2023.

Valuation methods and key unobservable input factors for calculating fair value

The table below shows the valuation methods used for level 2 and level 3 fair value measurement along with the key unobservable input factors utilised.

{277}------------------------------------------------

#### Financial instruments not measured at fair value

| Type                                                                                                                        | Valuation method      | Key unobservable input factors             |
|-----------------------------------------------------------------------------------------------------------------------------|-----------------------|--------------------------------------------|
| Financial liabilities<br>(liabilities from bank loans and other financial liabilities, non-<br>current, without put option) | Discounted cash flows | Not applicable                             |
| Financial liabilities<br>(liabilities arising from settlement obligation, non-current)                                      | Discounted cash flows | Annual result<br>(estimated)               |
| Financial liabilities<br>(put option)                                                                                       | Discounted cash flows | Fair value Enterprise value<br>(estimated) |

There was no reclassification between the individual valuation levels in the reporting year.

### 48. Related party disclosures

IAS 24 defines related parties as companies and individuals which directly or indirectly control or exert significant influence over the Group or over which the Group has control, joint control or significant influence.

The shareholder HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg (HGV), its shareholder, the Free and Hanseatic City of Hamburg (FHH), companies over which the shareholder or the Free and Hanseatic City of Hamburg has control or significant influence, the members of HHLA's Executive and Supervisory Boards and their close relatives, and the subsidiaries, associates and joint ventures in the Group are therefore defined as related parties. HGV is the parent company of HHLA, which publishes consolidated financial statements. These are published in the German Federal Gazette under HRB 16106. HHLA AG is the parent company of the Group.

|                                          | Income |        |  | Expenses |        | Receivables |            |            | Liabilities |  |
|------------------------------------------|--------|--------|--|----------|--------|-------------|------------|------------|-------------|--|
| in € thousand                            | 2023   | 2022   |  | 2023     | 2022   | 31.12.2023  | 31.12.2022 | 31.12.2023 | 31.12.2022  |  |
| Companies with control<br>over the Group | 1,835  | 262    |  | 766      | 821    | 45,688      | 83,940     | 0          | 0           |  |
| Non-consolidated<br>subsidiaries         | 26     | 22     |  | 493      | 470    | 117         | 4          | 275        | 28          |  |
| Joint ventures                           | 20,722 | 21,004 |  | 16,199   | 14,314 | 4,447       | 1,946      | 18,134     | 15,464      |  |
| Associated companies                     | 805    | 410    |  | 0        | 4      | 23          | 3          | 0          | 8           |  |
| Other related parties                    | 8,942  | 9,781  |  | 13,133   | 10,734 | 206         | 991        | 469,304    | 465,509     |  |
|                                          | 32,330 | 31,479 |  | 30,591   | 26,343 | 50,481      | 86,884     | 487,713    | 481,345     |  |

#### Transactions with not fully consolidated related parties

The receivables from companies with a controlling interest in the Group mainly relate to receivables from cash clearing with HGV; see Note 29. HHLA's receivables accrued interest at a rate of 0.20 % p.a. until May 2023 and at a reference interest rate of €STR p.a. from June (previous year: 0.00 % p.a. until August and €STR + 0.20 % p.a. from September) in the reporting period.

Transactions with joint ventures pertain to transactions with companies accounted for using the equity method. This primarily affects the companies HHLA Frucht- und Kühl-Zentrum GmbH and 

{278}------------------------------------------------

Kombi-Transeuropa Terminal Hamburg GmbH with transactions mainly from handling services and personnel accounting.

Lease liabilities, primarily for the lease of land and quay walls from the Hamburg Port Authority (HPA), are included in transactions with other related parties. For more details, see also Note 40 and Note 45.

Furthermore, HGV and the Free and Hanseatic City of Hamburg as parties related to HHLA have provided various comfort letters and guarantees to lender banks for loans granted to companies in the Group. The nominal amount of the associated liabilities from bank loans is € 60,000 thousand (previous year: € 60,000 thousand), of which € 26,471 thousand was outstanding on the balance sheet date (previous year: € 30,000 thousand) plus interest.

With effect from 18 October 2007, a partial loss compensation agreement was concluded between HHLA and HGV. HGV hereby undertakes to assume each annual deficit posted by the HHLA Real Estate subgroup as per commercial law during the term of the agreement. This applies insofar as the deficit is not compensated for by transferring amounts from retained earnings, other revenue reserves or the capital reserve which were carried forward as profit or transferred to these reserves during the term of the contract in accordance with Section 272 (2) (4) HGB.

Expenses and income from related parties are on standard market terms. The amounts outstanding at year-end are not secured and do not attract interest (with the exception of overnight funds in the context of clearing).

On 28 December 2020, HHLA concluded two agreements related to spaces leased by HHLA from HPA in the O'Swaldkai terminal. These were a three-party agreement ("Trilateral Agreement") with HPA and FHH and an amendment contract to an existing lease contract between HHLA and HPA ("Amendment Contract"). HHLA's Supervisory Board has given its consent to both the Trilateral Agreement and the Amendment Contract.

The Trilateral Agreement and Amendment Contract regulate the following:

As a result of FHH's planned urban development of the Grasbrook district and with the aim of securing the location for HHLA for the long term, the areas that HHLA leases at the O'Swaldkai terminal will be reduced in size; in exchange, the lease agreement for the remaining areas will be extended ahead of time until 2049. In the process, there will also be a (partially retroactive) future adjustment of the annual net basic lease fee. Taking into account the reduction in area, the present value of lease payments for the term of the amended lease agreement is € 96.6 million. HHLA will receive financial compensation, especially for the early return of sub-areas and to carry out necessary modification measures to ensure that its operations at the O'Swaldkai terminal can be maintained at the same level. The compensation is capped at € 120 million, including value added tax. Under certain circumstances, this amount may be increased by up to € 10 million, including value added tax. The precise amount will be determined by an independent appraiser. The Trilateral Agreement and Amendment Contract are contingent upon conditions precedent being met.

No loans or comparable benefits were granted to the members of the Executive and Supervisory Boards in the reporting year or the previous year.

{279}------------------------------------------------

#### List of HHLA's shareholdings by business sector as of 31 December 2023

| Name and headquarters of the company                                                     | Share of capital held<br>directly in % | indirectly in %                          |
|------------------------------------------------------------------------------------------|----------------------------------------|------------------------------------------|
| <b>Port Logistics subgroup</b>                                                           |                                        |                                          |
| <b>Container segment</b>                                                                 |                                        |                                          |
| HCCR Hamburger Container- und Chassis-Reparatur-Gesellschaft mbH, Hamburg1, 4b, 5        | 100.0                                  |                                          |
| HHLA Container Terminal Burchardkai GmbH, Hamburg1, 4b, 5                                | 100.0                                  |                                          |
| Service Center Burchardkai GmbH, Hamburg1, 4c, 5                                         |                                        | 100.0                                    |
| HHLA International GmbH, Hamburg1, 4b, 5                                                 | 100.0                                  |                                          |
| HHLA TK Estonia AS, Tallinn/Estland1                                                     |                                        | 100.0                                    |
| SC Container Terminal Odessa, Odessa/Ukraine1                                            |                                        | 100.0                                    |
| HHLA PLT Italy S.r.l., Triest/Italien1                                                   |                                        | 75.0                                     |
| Logistica Giuliana S.r.l., Triest/Italien1                                               |                                        | 75.0                                     |
| HHLA-Personal-Service GmbH, Hamburg1, 4b, 5                                              | 100.0                                  |                                          |
| SCA Service Center Altenwerder GmbH, Hamburg1, 4b, 5                                     | 100.0                                  |                                          |
| HHLA Container Terminal Tollerort GmbH, Hamburg1, 5                                      | 75.01                                  |                                          |
| HHLA Rosshafen Terminal GmbH, Hamburg1, 5                                                |                                        | 75.01                                    |
| HHLA Container Terminal Altenwerder GmbH, Hamburg1                                       | 74.9                                   |                                          |
| Kombi-Transeuropa Terminal Hamburg GmbH, Hamburg2                                        |                                        | 37.5                                     |
| HVCC Hamburg Vessel Coordination Center GmbH, Hamburg2                                   | 66.0                                   |                                          |
| Cuxcargo Hafenbetrieb GmbH & Co. KG, Cuxhaven3                                           | 50.0                                   |                                          |
| Cuxcargo Hafenbetrieb Verwaltungs-GmbH, Cuxhaven3                                        | 50.0                                   |                                          |
| DHU Gesellschaft Datenverarbeitung Hamburger Umschlagsbetriebe mbH, Hamburg2             | 40.4                                   |                                          |
| CuxPort GmbH, Cuxhaven2                                                                  | 25.1                                   |                                          |
| <b>Intermodal segment</b>                                                                |                                        |                                          |
| CTD Container-Transport-Dienst GmbH, Hamburg1, 4c, 5                                     | 100.0                                  |                                          |
| HHLA Project Logistics LLC, Poti/Georgien1                                               |                                        | 75.0                                     |
| TOO „HHLA Project Logistics Kazakhstan", Almaty/Kasachstan1, 3                           |                                        | 75.0                                     |
| LLC „HHLA Intermodal Ukraine", Odessa/Ukraine1                                           |                                        | 100.0                                    |
| LLC „Ukrainian Intermodal Company", Odessa/Ukraine1                                      |                                        | 100.0                                    |
| METRANS a.s., Prag/Tschechien1                                                           | 100.0                                  |                                          |
| METRANS Adria D.O.O., Koper/Slowenien1                                                   |                                        | 100.0                                    |
| METRANS (Danubia) a.s., Dunajská Streda/Slowakei1                                        |                                        | 100.0                                    |
| METRANS (Danubia) Kft., Budapest (vormals: Györ)/Ungarn1                                 |                                        | 100.0                                    |
| METRANS Danubia Krems GmbH, Krems an der Donau/Österreich1                               |                                        | 100.0                                    |
| METRANS D.O.O., Rijeka/Kroatien1, 3                                                      |                                        | 100.0                                    |
| METRANS DYKO Rail Repair Shop s.r.o., Prag/Tschechien1                                   |                                        | 100.0                                    |
| METRANS İSTANBUL STI, Istanbul/Türkei1                                                   |                                        | 100.0                                    |
| METRANS Konténer Kft., Budapest/Ungarn1                                                  |                                        | 100.0                                    |
| METRANS (Polonia) Sp.z o.o, Warschau/Polen1                                              |                                        | 100.0                                    |
| METRANS Rail s.r.o., Prag/Tschechien1                                                    |                                        | 100.0                                    |
| METRANS Rail (Deutschland) GmbH, Leipzig1                                                |                                        | 100.0                                    |
| METRANS Rail Netherlands B.V., Rotterdam/Niederlande1,3                                  |                                        | 100.0                                    |
| METRANS Rail sp. z o.o., Gadki/Polen1                                                    |                                        | 100.0                                    |
| METRANS Rail Slovakia s.r.o., Dunajská Streda/Slowakei1, 3                               |                                        | 100.0                                    |
| METRANS Railprofi Austria GmbH, Krems an der Donau/Österreich1                           |                                        | 100.0                                    |
| METRANS Szeged Kft., Budapest/Ungarn1                                                    |                                        | 100.0                                    |
| METRANS Umschlagsgesellschaft mbH, Hamburg1                                              |                                        | 100.0                                    |
| METRANS Zalaegerszeg Kft., Budapest/Ungarn1                                              |                                        | 100.0                                    |
| Name and headquarters of the company                                                     | Share of capital held<br>directly in % | Share of capital held<br>indirectly in % |
| CL EUROPORT Sp. z o.o., Malaszewicze/Polen1                                              |                                        | 100.0                                    |
| CL EUROPORT s.r.o., Prag (vormals: Plzen)/Tschechien1                                    |                                        | 100.0                                    |
| TIP Žilina, s.r.o., Dunajská Streda/Slowakei1                                            |                                        | 100.0                                    |
| UniverTrans Kft., Budapest/Ungarn1                                                       |                                        | 100.0                                    |
| Adria Rail d.o.o., Rijeka/Kroatien1                                                      |                                        | 51.0                                     |
| Adria Rail operator d.o.o., Rijeka/Kroatien1, 3                                          |                                        | 51.0                                     |
| DRUŠTVO ZA INTERMODALNI PREVOZ I USLUGE ADRIA RAIL DOO INDIJA, Indija/Serbien1           |                                        | 51.0                                     |
| Umschlagsgesellschaft Königs Wusterhausen mbH, Königs Wusterhausen1, 3                   |                                        | 50.0                                     |
| EMA RAIL S.R.L., Arad/Rumänien2, 3                                                       |                                        | 33.3                                     |
| M-RAIL doo za železnički prevoz robe Krnješevci, Krnješevci/Serbien2, 3                  |                                        | 33.3                                     |
| IPN Inland Port Network Verwaltungsgesellschaft mbH, Hamburg3                            | 50.0                                   |                                          |
| IPN Inland Port Network GmbH & Co. KG, Hamburg3                                          | 50.0                                   |                                          |
| Logistics segment                                                                        |                                        |                                          |
| CERP Solution a.s., Prag/Tschechien1                                                     | 100.0                                  |                                          |
| HHLA Next GmbH, Hamburg1                                                                 | 100.0                                  |                                          |
| HHLA Digital Next GmbH, Hamburg1                                                         |                                        | 100.0                                    |
| HHLA Sky GmbH, Hamburg1                                                                  |                                        | 100.0                                    |
| Avielo AG, Muri bei Bern/Schweiz3                                                        |                                        | 100.0                                    |
| Third Element Aviation GmbH, Bielefeld2                                                  |                                        | 29.7                                     |
| modility GmbH, Hamburg1                                                                  |                                        | 100.0                                    |
| İSAM AG, Mülheim an der Ruhr1, 5                                                         |                                        | 80.0                                     |
| ISAM Asia Pacific Pty Ltd, Paddington, Queensland/Australien1                            |                                        | 80.0                                     |
| ISAM Automation Canada Corp., Port Moody, British Columbia/Kanada1                       |                                        | 80.0                                     |
| iSAM Automation Switzerland AG i.L., Freienbach/Schweiz1, 3                              |                                        | 80.0                                     |
| ISAM North America Corp., Mobile, Alabama/USA1                                           |                                        | 80.0                                     |
| ISAM HWS Holding GmbH i.L., Mülheim an der Ruhr1, 3                                      |                                        | 40.0                                     |
| Survey Compass GmbH, Treben1                                                             |                                        | 51.0                                     |
| SURVEY COMPASS DIGITAL+ S.R.L., Bukarest/Rumänien1,3                                     |                                        | 51.0                                     |
| Spherie GmbH, Hamburg2                                                                   |                                        | 22.7                                     |
| HPC Hamburg Port Consulting GmbH, Hamburg1, 4a, 5                                        | 100.0                                  |                                          |
| omoqo GmbH, Hamburg1                                                                     |                                        | 100.0                                    |
| Bionic Production GmbH, Lüneburg6                                                        | 85.0                                   |                                          |
| UNIKAI Lagerei- und Speditionsgesellschaft mbH, Hamburg, Hamburg1                        | 51.0                                   |                                          |
| ARS-UNIKAI GmbH, Hamburg2                                                                |                                        | 25.5                                     |
| HHLA Frucht- und Kühl-Zentrum GmbH, Hamburg2                                             | 51.0                                   |                                          |
| Ulrich Stein Gesellschaft mit beschränkter Haftung, Hamburg2                             | 51.0                                   |                                          |
| Hyperport Cargo Solutions GmbH i.G., Hamburg2                                            | 50.0                                   |                                          |
| Hansaport Hafenbetriebsgesellschaft mit beschränkter Haftung, Hamburg2, 4b               | 49.0                                   |                                          |
| Holding/other                                                                            |                                        |                                          |
| GHL Zweite Gesellschaft für Hafen- und Lagereiimmobilien-Verwaltung mbH, Hamburg1, 4c, 5 |                                        | 100.0                                    |
| Name and headquarters of the company                                                     | directly in %                          | indirectly in %                          |
| Real Estate subgroup                                                                     |                                        |                                          |
| Real Estate segment                                                                      |                                        |                                          |
| Fischmarkt Hamburg-Altona Gesellschaft mit beschränkter Haftung, Hamburg1, 4a, 5         | 100.0                                  |                                          |
| HHLA Immobilien Speicherstadt GmbH, Hamburg1, 3                                          | 100.0                                  |                                          |
| HHLA 1. Speicherstadt Immobilien GmbH & Co. KG, Hamburg1, 4d                             | 100.0                                  |                                          |
| HHLA 2. Speicherstadt Immobilien GmbH & Co. KG, Hamburg1, 4d                             | 100.0                                  |                                          |

{280}------------------------------------------------

{281}------------------------------------------------

Share of capital held

1 Controlled companies.

2 Companies recognised using the equity method.

3 Due to the overall minor importance of these companies, they are not recognised in the consolidated financial statements or accounted for using the equity method, instead, they are reported as shares in affiliated companies or as other participations.

4a The non-disclosure option provided for in section 264 (3) of the German Commercial Code (HGB) was used for these companies.

4b The non-disclosure option and the option of non-inclusion in the Management Report provided for in section 264 (3) of the German Commercial Code (HGB) were used for these companies.

4c The non-disclosure option and the option of non-inclusion in the Management Report and the notes provided for in section 264 (3) of the German Commercial Code (HGB) were used for these companies.

4d The non-disclosure option provided for in section 264b of the German Commercial Code (HGB) was used for these companies.

5 Profit and loss transfer agreements existed with these companies in 2023.

6 Deconsolidation in the 2022 financial year.

#### Remuneration for key management personnel

IAS 24 requires the remuneration of key management personnel to be disclosed. This relates to the active Executive Board and the Supervisory Board. Apart from the details provided below, there were no notifiable transactions with related parties or their close relatives in the 2023 financial year.

Remuneration for active members of the Executive and Supervisory Boards

#### Remuneration for active members of the Executive and Supervisory Boards

|                                                |  | Executive Board |       | Supervisory Board |      |
|------------------------------------------------|--|-----------------|-------|-------------------|------|
| in € thousand                                  |  | 2023            | 2022  | 2023              | 2022 |
| Short-term remuneration                        |  | 3,456           | 3,252 | 350               | 328  |
| of which is non-perfomance-related             |  | 2,190           | 1,653 | –                 | –    |
| of which is perfomance-related                 |  | 1,266           | 1,599 | –                 | –    |
| Benefits due after termination of the contract |  | 571             | 1,437 | –                 | –    |
|                                                |  | 4,027           | 4,689 | 350               | 328  |

Approximately half of a performance-related bonus is based on EBIT and the other half on the target ranges within the sustainability component. This total variable remuneration is capped at 100 % of the fixed salary. The performance-related portion of the Executive Board's remuneration had not been paid as of the balance sheet date.

In the 2023 financial year, the short-term benefits payable to the Supervisory Board totalled € 350 thousand (previous year: € 328 thousand). Of this, fixed basic salaries accounted for € 196 thousand (previous year: € 200 thousand), remuneration for committee work made up € 76 thousand (previous year: € 75 thousand) and meeting fees amounted to € 78 thousand

{282}------------------------------------------------

(previous year: € 53 thousand). Employees elected to the Supervisory Board are still entitled to a regular salary under their employment contract. The amount of the salary reflects an appropriate amount remuneration for the role or activity within the company.

The past service cost resulting from pension provisions for active members of the Executive Board is reported as post-employment benefits. As of the reporting date, the associated obligation stood at € 3,495 thousand (previous year: € 6,705 thousand).

The Executive Board members' individual pension entitlements as per HGB are as follows:

### Individual pension claims of members of the management board in accordance with German Commercial Code (HGB)

| in € thousand     | 31.12.2023 | 31.12.2022 |
|-------------------|------------|------------|
| Angela Titzrath   | 4,886      | 4,278      |
| Dr. Roland Lappin | 0          | 5,724      |
|                   | 4,886      | 10,002     |

#### Former members of the Executive Board

Benefits totalling € 1,356 thousand (previous year: € 1,162 thousand) were paid to former members of the Executive Board and their surviving dependants. The defined benefit obligation for current pensions amounts to € 26,931 thousand (previous year: € 21,732 thousand).

{283}------------------------------------------------

### 49. Board members and mandates

#### The Executive Board members and their mandates

#### ANGELA TITZRATH

Chairwoman of the Executive Board

Economist (MA), Hamburg

First appointed: 2016 Current appointment: until 30.09.2029

Other mandates<sup>1</sup>

- Bionic Production GmbH, Lüneburg 2 (Chair) ■
- CTD Container-Transport-Dienst GmbH<sup>2</sup> (Chair) ■
- Deutsche Lufthansa AG, Cologne <sup>3</sup>
- Evonik Industries AG, Essen <sup>3</sup>
- Fischmarkt Hamburg-Altona GmbH<sup>2</sup> (Chair) (since 01.08.2023) ■
- GHL Zweite Gesellschaft für Hafen- und ■
- Lagereiimmobilien-Verwaltung mbH<sup>2</sup> (Chair) (since 01.08.2023)
- HDI V. a. G. ■
- HHLA Digital Next GmbH<sup>2</sup> (Chair) ■
- HHLA Frucht- und Kühl-Zentrum GmbH<sup>2</sup> (Chair) ■
- HHLA Immobilien Speicherstadt GmbH<sup>2</sup> (Chair) (since 01.08.2023) ■
- HHLA International GmbH<sup>2</sup> (Chair) ■
- HHLA Next GmbH<sup>2</sup> (Chair) ■
- HHLA Sky GmbH<sup>2</sup> (Chair) ■
- HPC Hamburg Port Consulting GmbH<sup>2</sup> (Chair) ■
- METRANS a.s., Prag<sup>2</sup> , (Chair) ■
- modility GmbH<sup>2</sup> (Chair) ■
- Talanx AG, Hanover <sup>3</sup>
- Ulrich Stein GmbH<sup>2</sup> (Chair) ■
- UNIKAI Lagerei- und Speditionsgesellschaft mbH<sup>2</sup> (Chair) ■

#### TANJA DREILICH

Member of the Executive Board (01.01.2023 until 30.06.2023)

Fully qualified business administration manager, International Executive Master of Business Administration, Vienna

First appointed: 2023

Other mandates<sup>1</sup>

- Fischmarkt Hamburg-Altona GmbH<sup>2</sup> (20.02.2023 until 30.06.2023) ■
- GHL Zweite Gesellschaft für Hafen- und Lagereiimmobilien-Verwaltung mbH<sup>2</sup> (Chair) (20.02.2023 until 30.06.2023) ■
- Hansaport Hafenbetriebsgesellschaft mbH<sup>4</sup> (since 20.02.2023) ■
- HHLA Frucht- und Kühl-Zentrum GmbH<sup>2</sup> (20.02.2023 until 30.06.2023) ■
- HHLA Immobilien Speicherstadt GmbH<sup>2</sup> (Chair) (20.02.2023 until 30.06.2023) ■
- HHLA International GmbH<sup>2</sup> (20.02.2023 until 30.06.2023) ■
- HHLA Rosshafen Terminal GmbH<sup>2</sup> (Chair) (20.02.2023 until 30.06.2023) ■
- IPN Inland Port Network GmbH & Co. KG<sup>4</sup> (20.02.2023 until 30.06.2023) ■
- IPN Inland Port Network Verwaltungsgesellschaft mbH<sup>4</sup> (20.02.2023 until 30.06.2023) ■
- METRANS a.s., Prague<sup>2</sup> (01.02.2023 until 30.06.20323) ■
- Ulrich Stein GmbH<sup>2</sup> (20.02.2023 until 30.06.2023) ■
- UNIKAI Lagerei- und Speditionsgesellschaft mbH<sup>2</sup> (20.02.2023 until 30.06.2023) ■
- Wieland-Werke AG, Ulm (since 27.01.2023) ■

#### JENS HANSEN

Member of the Executive Board

Fully qualified engineer, fully qualified business administration manager, Elmshorn

First appointed: 2017

Current appointment: until 31.03.2025

Other mandates<sup>1</sup>

- Cuxcargo Hafenbetrieb GmbH & Co. KG, Cuxhaven<sup>4</sup> (Chair) ■
- Cuxcargo Hafenbetrieb Verwaltungs-GmbH, Cuxhaven<sup>4</sup> (Chair) ■
- DAKOSY Datenkommunikationssystem AG<sup>4</sup> (Chair) ■
	- HCCR Hamburger Container- und Chassis-Reparatur-Gesellschaft mbH<sup>2</sup> (Chair) ■
	- HHLA Container Terminal Altenwerder GmbH<sup>2</sup> (Chair) ■
	- HHLA Container Terminal Burchardkai GmbH<sup>2</sup> (Chair) ■
	- HHLA Container Terminal Tollerort GmbH<sup>2</sup> (Chair) ■
	- HHLA International GmbH<sup>2</sup> (since 01.08.2023) ■
	- HHLA Rosshafen Terminal GmbH <sup>2</sup>
	- HHLA TK Estonia AS, Tallinn<sup>2</sup> (Chair) ■
	- HPC Hamburg Port Consulting GmbH <sup>2</sup>
	- HVCC Hamburg Vessel Coordination Center GmbH <sup>2</sup>
	- Hyperport Cargo Solutions GmbH i. Gr. ■ 4
	- iSAM AG, Mülheim an der Ruhr (Chair) ■
	- SCA Service Center Altenwerder GmbH<sup>2</sup> (Chair) ■
	- Service Center Burchardkai GmbH<sup>2</sup> (Chair) ■

#### TORBEN SEEBOLD

Member of the Executive Board

#### Fully qualified lawyer, Hamburg

First appointed: 2019 Current appointment: until 31.03.2027

#### Other mandates<sup>1</sup>

- Berliner Hafen- und Lagerhausgesellschaft mbH (since 20.06.2022) ■
- Gesamthafenbetriebs-Gesellschaft mbH, Hamburg (Chair) ■
- Hansaport Hafenbetriebsgesellschaft mbH<sup>4</sup> (since 22.08.2023) ■
- HHLA Frucht- und Kühl-Zentrum GmbH<sup>2</sup> (since 20.07.2023) ■
- HHLA-Personal-Service GmbH<sup>2</sup> (Chair) ■
- Ulrich Stein GmbH<sup>2</sup> (20.07.2023) ■
- UNIKAI Lagerei- und Speditionsgesellschaft mbH<sup>2</sup> (since 05.09.2023) ■
- Verwaltungsausschuss für den Hafenfonds der Gesamthafen betriebs-Gesellschaft, Hamburg ■

#### ANNETTE WALTER

Member of the Executive Board (since 01.01.2024)

Fully qualified business administration manager, Kaarst

First appointed: 2024

Current appointment: until 31.12.2026

Other mandates<sup>1</sup>

None ■

{284}------------------------------------------------

#### The Supervisory Board members and their mandates

#### PROF. DR. RÜDIGER GRUBE (CHAIRMAN)

Fully qualified engineer, Hamburg

Managing Partner of Rüdiger Grube International Business Leadership GmbH

Supervisory Board member since: June 2017

Other mandates<sup>1</sup>

- Alstom Transportation Deutschland GmbH, Berlin (Chair) (formerly, until November 2022, Bombardier Transportation (Bahntechnologie) Holding Germany GmbH, Berlin, and Bombardier Transportation GmbH, Berlin) ■
- Deufol SE, Hofheim am Taunus ■
- EUREF AG, Berlin (Chair) (since 01.01.2024) ■
- Meta Wolf AG, Kranichfeld (since 01.10.2022) ■
- Vantage Towers AG, Düsseldorf<sup>3</sup> (Chair) (until 27.07.2023) ■
- Vodafone GmbH, Düsseldorf (Chair) (since 01.12.2023) ■
- Vossloh AG, Werdohl<sup>3</sup> (Chair) ■

#### BERTHOLD BOSE (VICE CHAIRMAN)

Automotive electrician, Marburg

Trade union secretary, ver.di Hamburg

Supervisory Board member since: June 2017

Other mandates<sup>1</sup>

- Asklepios Kliniken Hamburg GmbH, Hamburg ■
- HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH<sup>5</sup> (until 30.09.2023) ■

#### ALEXANDER GRANT

IT specialist, Welle

IT application developer

Supervisory Board member since: July 2022

- Other mandates<sup>1</sup>
- None ■

#### HOLGER HEINZEL

Fully qualified business administration manager, Seevetal

Director of Finance and Management Control, HHLA

Supervisory Board member since: July 2022

#### Other mandates<sup>1</sup>

- HHLA Container Terminal Altenwerder GmbH, Hamburg ■ 2
- HHLA Container Terminal Burchardkai GmbH, Hamburg ■ 2
- HCCR Hamburger Container- und Chassis-Reparatur Gesellschaft mbH, Hamburg 2 ■
- HHLA Container Terminal Tollerort GmbH, Hamburg ■ 2
- HHLA Digital Next GmbH, Hamburg ■ 2
- HHLA Next GmbH, Hamburg ■ 2
- HHLA Rosshafen Terminal GmbH<sup>2</sup> (since 22.08.2023) ■
- METRANS a.s., Prague<sup>2</sup> (since 20.06.2023) ■
- SCA Service Center Altenwerder GmbH, Hamburg ■ 2
- Service Center Burchardkai GmbH, Hamburg ■ 2
- Member of the Management Committee for the port workers' welfare fund of GHB (Gesamthafen-Betriebsgesellschaft mbH) ■

#### DR. NORBERT KLOPPENBURG

Fully qualified agricultural engineer, Hamburg

International investment and financing consultant

Supervisory Board member since: June 2012

Other mandates<sup>1</sup>

Voith GmbH & Co. KGaA, Heidenheim (until 06.12.2023) ■

#### STEFAN KOOP

M. Sc. Economist (MA), Hamburg

Group Works Council Officer of HHLA

Supervisory Board member since: July 2022

Other mandates<sup>1</sup>

None ■

#### BETTINA LENTZ

Fully qualified economist, Hamburg

State Secretary of the Hamburg Ministry of Finance, Free and Hanseatic City of Hamburg

Supervisory Board member since: February 2024

Other mandates<sup>1</sup>

- Hamburg Port Authority AöR ■
- Gasnetz Hamburg GmbH

#### FRANZISKA REISENER

Port specialist, Tiste

Quayside employee, member of the joint works council of HHLA

Supervisory Board member since: July 2022

Other mandates<sup>1</sup>

None ■

#### ANDREAS RIECKHOF

MA in history, political science and social/economic history, Hamburg

State Secretary of the Hamburg Ministry for Economic and Labour Affairs

Supervisory Board member since: August 2020

Other mandates<sup>1</sup>

- FHG Flughafen Hamburg GmbH<sup>5</sup> (Chair) ■
- HHT Hamburg Tourismus GmbH<sup>5</sup> (Chair) ■
- HIW Hamburg Invest Wirtschaftsförderungsgesellschaft mbH<sup>5</sup> (Chair) ■
- HMC Hamburg Messe und Congress GmbH<sup>5</sup> (Chair) ■
- Life Science Nord Management GmbH<sup>5</sup> (Chair in even years) ■
- ReGe Hamburg Projekt-Realisierungsgesellschaft mbH<sup>5</sup> (Chair) ■
- ZAL Zentrum für Angewandte Luftfahrtforschung GmbH<sup>5</sup> (Chair) ■

{285}------------------------------------------------

#### DR. SIBYLLE ROGGENCAMP

Fully qualified economist, Molfsee

Head of the Office for Asset and Investment Management at the Hamburg Ministry of Finance

Supervisory Board member since: June 2012

Other mandates<sup>1</sup>

- Elbphilharmonie und Laeiszhalle Service GmbH <sup>5</sup>
- Flughafen Hamburg GmbH <sup>5</sup>
- Hamburg Musik GmbH <sup>5</sup>
- Hamburger Hochbahn AG<sup>5</sup>
- Hamburgischer Versorgungsfonds AöR <sup>5</sup>
- HSH Portfoliomanagement AöR, Kiel<sup>5</sup> (Chair in even years) (until 30.09.2023) ■
- Universitätsklinikum Hamburg-Eppendorf (UKE) KöR, Hamburg ■ 5

#### PROF. DR. BURKHARD SCHWENKER

Fully qualified business administration manager, Hamburg

Chairman of the Advisory Council of Roland Berger GmbH

Supervisory Board member since: June 2019

Other mandates<sup>1</sup>

- Flughafen Hamburg GmbH <sup>5</sup>
- Hamburger Sparkasse AG (HASPA), Hamburg (Chair) ■
- HASPA Finanzholding (President of the Board of Directors) ■
- Hensoldt AG, Taufkirchen<sup>3</sup> (until 21.09.2022) ■
- M.M. Warburg & Co. KGaA, Hamburg ■

#### MAREN ULBRICH

Political scientist, M.A., Berlin

Political secretary in the ver.di trade union Bundesfachbereich B (B group), Aviation and Maritime Economy

Supervisory Board member since: February 2024

Other mandates<sup>1</sup>

Deloitte Consulting GmbH, Düsseldorf ■

#### Members who departed in 2023

#### DR. ROLAND LAPPIN

Member of the Executive Board (until 31.01.2023)

Fully qualified industrial engineer, Hamburg

First appointed: 2003

#### Other mandates<sup>1</sup>

- Fischmarkt Hamburg-Altona GmbH<sup>2</sup> (Chair) (until 31.01.2023) ■
- GHL Zweite Gesellschaft für Hafen- und Lagereiimmobilien-Verwaltung mbH<sup>2</sup> (Chair) (until 31.01.2023) ■
- Hansaport Hafenbetriebsgesellschaft mbH<sup>4</sup> (until 31.01.2023) ■
- HHLA Frucht- und Kühl-Zentrum GmbH<sup>2</sup> (until 31.01.2023) ■
- HHLA Immobilien Speicherstadt GmbH<sup>2</sup> (Chair) (until 31.01.2023) ■
- HHLA International GmbH<sup>2</sup> (until 31.01.2023) ■
- HHLA Rosshafen Terminal GmbH<sup>2</sup> (Chair) (until 31.01.2023) ■
- IPN Inland Port Network GmbH & Co. KG<sup>4</sup> (until 31.01.2023) ■
- IPN Inland Port Network Verwaltungsgesellschaft mbH<sup>4</sup> (until 31.01.2023) ■
- METRANS a.s., Prague<sup>2</sup> (until 31.01.2023) ■
- Ulrich Stein GmbH<sup>2</sup> (until 31.01.2023) ■
- UNIKAI Lagerei- und Speditionsgesellschaft mbH<sup>2</sup> (until 31.01.2023) ■

#### DR. ISABELLA NIKLAS

Doctorate in law, Hamburg

Management spokeswoman for HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH

Supervisory Board member until: 31.12.2023

#### Other mandates<sup>1</sup>

- GMH Gebäudemanagement Hamburg GmbH <sup>5</sup>
- GNH Gasnetz Hamburg GmbH <sup>5</sup>
- HADAG Seetouristik und Fährdienst AG<sup>5</sup>
- Hanseatische Wertpapierbörse Hamburg ■
- Hapag-Lloyd AG3, 6
- SBH Schulbau Hamburg ■ 5
- SNH Stromnetz Hamburg GmbH <sup>5</sup>
- Hamburger Energiewerke GmbH <sup>5</sup>

#### SUSANA PEREIRA VENTURA

#### Journalist, M.A., Berlin

Head of the Contract Office of the ITF Low-Cost Carrier Campaign, Maritime Economy group, ver.di Bund

Supervisory Board member until: 17.01.2024

Other mandates<sup>1</sup>

#### None ■

1 Seats on statutory supervisory boards and comparable supervisory bodies of domestic and foreign companies

2 HHLA holds a non-controlling interest (directly or indirectly). Registered office in Hamburg unless otherwise stated

#### 3 Listed

4 HHLA holds a non-controlling or equal interest (directly or indirectly). Registered office in Hamburg unless otherwise stated

5 Company associated with the Free and Hanseatic City of Hamburg (excluding HHLA Group companies). Registered office in Hamburg unless otherwise stated

6 The Free and Hanseatic City of Hamburg (excluding HHLA Group companies) holds a non-controlling interest. Registered office in Hamburg unless otherwise stated

{286}------------------------------------------------

### 50. German Corporate Governance Code

HHLA has based its corporate governance on the recommendations of the German Corporate Governance Code (the Code) as published on 28 April 2022. The Executive Board and Supervisory Board discussed matters of corporate governance in 2023. On 14 December 2023, the Boards issued the 2023 declaration of compliance in accordance with Section 161 AktG, which is permanently available to shareholders on the company's website at [www.hhla.de/corporategovernance](https://hhla.de/en/investors/corporate-governance) .

Information on corporate governance at HHLA plus a detailed report on the amount and structure of remuneration paid to the Supervisory Board and Executive Board are publicly available on the company website at [www.hhla.de/corporategovernance](https://hhla.de/en/investors/corporate-governance) .

### 51. Auditing fees

In both the reporting year and the previous year, the list of fees for auditing the financial statements mainly comprises the fees for the audit of the consolidated financial statements, the audits of the financial statements of HHLA AG and its domestic subsidiaries, and the review of the interim financial statements. The other certification services primarily encompass the review of the non-financial report pursuant to ISAE 3000 (revised) and the review of the remuneration report. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft was appointed as the auditor for the 2023 financial year, as in the previous year.

#### Auditing fees

| in € thousand                 | 2023 | 2022 |
|-------------------------------|------|------|
| Audit of financial statements | 706  | 659  |
| Other certification services  | 101  | 166  |
| Tax advisory services         | 0    | 0    |
| Other services                | 0    | 0    |
|                               | 807  | 825  |

The fees paid to companies in the PwC network or payable for auditing the financial statements for the financial year from 1 January to 31 December 2023 amount to € 993 thousand. For the period to which the consolidated financial statements apply, the fees invoiced by the companies in the PwC network to HHLA and all affiliated companies over which HHLA has control and which feature in the consolidated financial statements amounted to € 101 thousand for other certification services, € 0 thousand for tax advisory services and € 10 thousand for other services.

{287}------------------------------------------------

### 52. Events after the balance sheet date

Annette Walter was appointed as a member of the Executive Board effective 1 January 2024 and took on the role of Chief Financial Officer.

There were no other events of special significance after the balance sheet date of 31 December 2023.

Hamburg, 26 February 2024

Hamburger Hafen und Logistik Aktiengesellschaft The Executive Board

A. Titzmath

J. Hansen

T. Gully

A. Walter

Angela Titzrath Jens Hansen Torben Seebold Annette Walter

{288}------------------------------------------------

## Assurance of the legal representatives

To the best of our knowledge, and in accordance with the applicable accounting principles for financial reporting, the consolidated financial statements give a true and fair view of the net assets, financial and earnings position of the Group, and the Group 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 material opportunities and risks associated with the expected development of the Group for the coming financial year.

Hamburg, 26 February 2024 Hamburger Hafen und Logistik Aktiengesellschaft

The Executive Board

A. Fitzmoth

J. Hansen

T. Qullf

A. Walter

Angela Titzrath Jens Hansen Torben Seebold Annette Walter

{289}------------------------------------------------

## Annual financial statements of HHLA AG

The Annual Financial Statements and Combined Management Report of Hamburger Hafen und Logistik Aktiengesellschaft, Hamburg, for the 2023 financial year have been prepared according to the provisions of German commercial law and have been endorsed with an unqualified auditor's opinion by the auditors of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.

### Income statement for the period from 1 January to 31 December 2023

| in €                                                                                       | 2023            | 2022           |
|--------------------------------------------------------------------------------------------|-----------------|----------------|
| Revenue                                                                                    | 141,361,096.46  | 138,516,938.87 |
| Increase or decrease in work in progress                                                   | 97,525.74       | - 71,425.77    |
| Own work capitalised                                                                       | 530,376.68      | 601,191.43     |
| Other operating income                                                                     | 59,742,583.40   | 13,711,038.22  |
| of which income from translation differences                                               | 49,016.74       | 57,953.23      |
| Cost of materials                                                                          | 11,734,865.72   | 11,028,576.14  |
| Expenses for raw materials, consumables, supplies and purchased merchandise                | 6,257,979.55    | 5,472,180.98   |
| Expenses for purchased services                                                            | 5,476,886.17    | 5,556,395.16   |
| Personnel expenses                                                                         | 114,324,788.25  | 109,269,903.33 |
| Wages and salaries                                                                         | 98,352,679.64   | 95,011,318.81  |
| Social security contributions and expenses for pension and similar benefits                | 15,972,108.61   | 14,258,584.52  |
| of which for pensions                                                                      | - 131,858.26    | - 1,220,282.66 |
| Depreciation and amortisation on intangible fixed assets and property, plant and equipment | 4,470,746.57    | 3,826,161.91   |
| Other operating expenses                                                                   | 63,943,977.08   | 64,990,835.16  |
| of which expenses from translation differences                                             | 38,348.91       | 61,416.80      |
| Income from profit transfer agreements                                                     | 17,092,329.31   | 41,649,658.19  |
| Income from equity participations                                                          | 107,377,179.96  | 77,359,416.93  |
| of which from affiliated companies                                                         | 101,623,998.02  | 73,750,869.41  |
| Other interest and similar income                                                          | 32,310,170.38   | 7,007,367.46   |
| of which from affiliated companies                                                         | 29,739,383.29   | 6,765,041.23   |
| of which income from discounting                                                           | 130,129.01      | 0.00           |
| Depreciation and amortisation on financial assets                                          | 1,375.78        | 6,424,202.02   |
| Expenses from assumed losses                                                               | 56,609,956.41   | 4,130,748.04   |
| Interest and similar expenses                                                              | 17,553,318.58   | 13,727,097.69  |
| of which to affiliated companies                                                           | 5,404,104.40    | 381,303.38     |
| of which from accrued interest                                                             | 4,648,329.14    | 9,703,986.98   |
| Taxes on income                                                                            | - 15,317,766.68 | 18,088,010.56  |
| of which income (previous year: expense) from the change recognised deferred taxes         | 11,754,791.44   | 17,496,876.49  |
| Profit after tax                                                                           | 105,190,000.22  | 47,288,650.48  |
| Other taxes                                                                                | 126,297.79      | 125,944.23     |
| Net profit for the year                                                                    | 105,063,702.43  | 47,162,706.25  |
| Profit carried forward                                                                     | 126,310,312.42  | 139,483,709.67 |
| Unappropriated profit                                                                      | 231,374,014.85  | 186,646,415.92 |

{290}------------------------------------------------

#### Balance sheet as of 31 December 2023

| in €                                                                           | 31.12.2023       | 31.12.2022       |
|--------------------------------------------------------------------------------|------------------|------------------|
| ASSETS                                                                         |                  |                  |
|                                                                                |                  |                  |
| Intangible assets                                                              |                  |                  |
| Internally generated industrial and similar rights and values                  | 5,125,689.91     | 6,114,262.07     |
| Purchased software                                                             | 747,863.71       | 951,718.58       |
| Assets in development                                                          | 20,716,190.42    | 19,270,092.19    |
|                                                                                | 26,589,744.04    | 26,336,072.84    |
| Property, plant and equipment                                                  |                  |                  |
| Land, equivalent land rights and buildings, including buildings on leased land | 2,260,131.37     | 2,277,315.77     |
| Technical equipment and machinery                                              | 720,077.16       | 7,499.69         |
| Other plant, operating and office equipment                                    | 6,077,237.17     | 3,624,340.44     |
| Payments made on account and plant under construction                          | 844,987.63       | 1,018,689.88     |
|                                                                                | 9,902,433.33     | 6,927,845.78     |
| Financial assets                                                               |                  |                  |
| Interests in affiliated companies                                              | 508,593,258.68   | 443,947,235.85   |
| Loans to affiliated companies                                                  | 407,579,093.00   | 17,120,000.00    |
| Equity investments                                                             | 7,969,407.35     | 7,961,436.14     |
| Non-current securities                                                         | 849,322.98       | 816,175.94       |
|                                                                                | 924,991,082.01   | 469,844,847.93   |
| Non-current assets                                                             | 961,483,259.38   | 503,108,766.55   |
| Inventories                                                                    |                  |                  |
| Raw materials, consumables and supplies                                        | 135,020.17       | 174,933.15       |
| Work in progress                                                               | 458,188.85       | 360,663.11       |
|                                                                                | 593,209.02       | 535,596.26       |
| Receivables and other assets                                                   |                  |                  |
| Trade receivables                                                              | 606,219.72       | 851,260.25       |
| Receivables from the Free and Hanseatic City of Hamburg                        | 357.00           | 8,333,302.49     |
| Receivables from the HGV Hamburger Gesellschaft für Vermögens- und             |                  |                  |
| Beteiligungsmanagement mbH, Hamburg                                            | 44,940,435.64    | 75,089,097.51    |
| Receivables from affiliated companies                                          | 337,164,673.42   | 616,189,542.88   |
| Receivables from investee companies                                            | 30,064.91        | 10,140.00        |
| Other assets                                                                   | 22,448,167.00    | 8,104,381.81     |
| thereof with a maturity of more than one year                                  | 0.00             | 55,364.00        |
|                                                                                | 405,189,917.69   | 708,577,724.94   |
| Cash and cash equivalents                                                      | 120,447,698.30   | 59,720,707.01    |
| Current assets                                                                 | 526,230,825.01   | 768,834,028.21   |
| Accruals and deferrals                                                         | 2,801,520.94     | 3,330,570.68     |
| Deferred tax assets                                                            | 88,006,663.95    | 75,869,760.43    |
| Excess of plan assets over pension liability                                   | 18,374.00        | 0.00             |
| Balance sheet total                                                            | 1,578,540,643.28 | 1,351,143,125.87 |
| in €                                                                           | 31.12.2023       | 31.12.2023       |
| EQUITY AND LIABILITIES                                                         |                  |                  |
| Equity                                                                         |                  |                  |
| Subscribed capital                                                             |                  |                  |
| Port Logistics subgroup                                                        | 72,514,938.00    | 72,514,938.00    |
| Real Estate subgroup                                                           | 2,704,500.00     | 2,704,500.00     |
|                                                                                | 75,219,438.00    | 75,219,438.00    |
| Capital reserve                                                                |                  |                  |
| Port Logistics subgroup                                                        | 176,573,426.91   | 176,573,426.91   |
| Real Estate subgroup                                                           | 506,206.26       | 506,206.26       |
|                                                                                | 177,079,633.17   | 177,079,633.17   |
| Statutory reserve                                                              |                  |                  |
| Port Logistics subgroup                                                        | 5,125,000.00     | 5,125,000.00     |
| Real Estate subgroup                                                           | 205,000.00       | 205,000.00       |
|                                                                                | 5,330,000.00     | 5,330,000.00     |
| Other earnings reserves                                                        |                  |                  |
| Port Logistics subgroup                                                        | 57,218,380.36    | 57,218,380.36    |
| Real Estate subgroup                                                           | 1,322,353.86     | 1,322,353.86     |
|                                                                                | 58,540,734.22    | 58,540,734.22    |
| Retained earnings                                                              | 63,870,734.22    | 63,870,734.22    |
| Unappropriated profit                                                          |                  |                  |
| Port Logistics subgroup                                                        | 181,998,768.70   | 142,248,998.61   |
| Real Estate subgroup                                                           | 49,375,246.15    | 44,397,417.31    |
|                                                                                | 231,374,014.85   | 186,646,415.92   |
| Equity                                                                         | 547,543,820.24   | 502,816,221.31   |
| Provisions                                                                     |                  |                  |
| Provisions for pensions and similar obligations                                | 323,317,688.00   | 334,796,878.00   |
| Other provisions                                                               | 57,420,451.55    | 76,176,658.23    |
|                                                                                | 380,738,139.55   | 410,973,536.23   |
| Liabilities                                                                    |                  |                  |
| Liabilities from bank loans                                                    | 408,836,970.18   | 213,298,880.01   |
| Payments on account                                                            | 418,188.85       | 360,663.11       |
| Trade liabilities                                                              | 7,591,370.09     | 5,333,503.13     |
| Liabilities towards the Free and Hanseatic City of Hamburg                     | 31,210,238.51    | 2,750.00         |
| Liabilities towards affiliated companies                                       | 144,806,664.92   | 180,154,063.17   |
| Liabilities towards investee companies                                         | 15,539,717.03    | 13,353,442.44    |
| Other liabilities                                                              | 22,942,329.06    | 13,492,409.80    |
| of which from taxes                                                            | 9,086,179.18     | 1,967,617.24     |
| of which for social security                                                   | 182,949.18       | 190,640.38       |
|                                                                                | 631,345,478.64   | 425,995,711.66   |
| Accruals and deferrals                                                         | 7,838,481.16     | 665,045.06       |
| Deferred tax liabilities                                                       | 11,074,723.69    | 10,692,611.61    |
| Balance sheet total                                                            | 1,578,540,643.28 | 1,351,143,125.87 |

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## Independent auditor's report

To Hamburger Hafen und Logistik Aktiengesellschaft, Hamburg

## Report on the audit of the consolidated financial statements and of the group management report

### Audit Opinions

We have audited the consolidated financial statements of Hamburger Hafen und Logistik Aktiengesellschaft, Hamburg, and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2023, and the consolidated statement of comprehensive income, consolidated statement of profit or loss, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from 1 January to 31 December 2023, and notes to the consolidated financial statements, including material accounting policy information. In addition, we have audited the group management report of Hamburger Hafen und Logistik Aktiengesellschaft, which is combined with the Company's management report, for the financial year from 1 January to 31 December 2023. In accordance with the German legal requirements, we have not audited the content of those parts of the group management report listed in the "Other information" section of 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 § [Article] 315e Abs. [paragraph] 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 2023, and of its financial performance for the financial year from 1 January to 31 December 2023, and ■
- the accompanying group management report as a whole provides an appropriate view of the Group's position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the group management report does not cover the content of those parts of the group management report listed in the "Other Information" section of our auditor's report. ■

Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the group management report.

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### Basis for the Audit Opinions

We conducted our audit of the consolidated financial statements and of the group management report in accordance with § 317 HGB and the EU Audit Regulation (No. 537/2014, referred to subsequently as "EU Audit Regulation") 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 the Consolidated Financial Statements and of the Group Management Report" section of our auditor's report. We are independent of the group entities in accordance with the requirements of 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) point (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 the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group management report.

## Key Audit Matters in the Audit of the Consolidated Financial Statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from 1 January to 31 December 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters.

In our view, the matters of most significance in our audit were as follows:

- 1. Recoverability of goodwill
- 2. Recognition and measurement of pension obligations and other termination benefits as well as plan assets
- 3. Provisions for restructuring measures

Our presentation of these key audit matters has been structured in each case as follows:

- 1. Matter and issue
- 2. Audit approach and findings
- 3. Reference to further information

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Hereinafter we present the key audit matters:

#### 1. Recoverability of goodwill

1. In the Company's consolidated financial statements goodwill amounting in total to EUR 83,571 thousand (2.8 % of total assets) is reported under the "Intangible assets" balance sheet item. Goodwill is tested for impairment by the Company once a year or when there are indications of impairment to determine any possible need for write-downs. The impairment tests are carried out at the level of the groups of cash-generating units to which the relevant goodwill is allocated. The carrying amount of the relevant cash-generating units, including goodwill, is compared with the corresponding recoverable amount in the context of the impairment test. The recoverable amount is generally determined on the basis of fair value less costs of disposal. The present value of the future cash flows from the respective group of cash-generating units normally serves as the basis of valuation. Present values are calculated using discounted cash flow models. For this purpose, the adopted medium-term business plan of the Group forms the starting point which is extrapolated based on assumptions about long-term rates of growth. Expectations relating to future market developments and assumptions about the development of macroeconomic factors are also taken into account. The discount rate used is the weighted average cost of capital for the respective group of cash-generating units. The impairment test determined that no write-downs were necessary.

The outcome of this valuation is dependent to a large extent on the estimates made by the executive directors with respect to the future cash inflows from the respective group of cash-generating units, the discount rate used, the rate of growth and other assumptions, and is therefore subject to considerable uncertainty. Against this background and due to the complex nature of the valuation, this matter was of particular significance in the context of our audit.

2. As part of our audit, we assessed the methodology used for the purposes of performing the impairment tests, among other things. After matching the future cash inflows used for the calculation against the adopted medium-term business plan of the Group, we assessed the appropriateness of the calculation, in particular by reconciling it with general and sectorspecific market expectations. In addition, we assessed the appropriate consideration of the costs of Group functions. In the knowledge that even relatively small changes in the discount rate applied can have a material impact on the value of the entity calculated in this way, we focused our testing in particular on the parameters used to determine the discount rate applied, and assessed the calculation model.

In order to reflect the uncertainty inherent in the projections, we evaluated the sensitivity analysis performed by the Company. Taking into account the information available, we determined that the carrying amounts of the cash-generating units, including the allocated goodwill, were adequately covered by the discounted future cash flows.

Overall, the valuation parameters and assumptions used by the executive directors are in line with our expectations and are also within the ranges considered by us to be reasonable.

3. The Company's disclosures on goodwill are contained in the section entitled "Intangible assets" of the notes to the consolidated financial statements.

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### 2. Recognition and measurement of pension obligations and other termination benefits as well as plan assets

1. In the consolidated financial statements of the Company obligations from pensions, capital plans and working lives amounting to EUR 358,148 thousand (11.9 % of total assets) are reported under the "Pension provisions" balance sheet item, comprising the net amount of the obligations from various pension plans and obligations from capital plans and working lives amounting to EUR 358,226 thousand and the fair value of plan assets amounting to EUR 78 thousand. The majority of these provisions relate to old-age and transitional pension commitments in Germany. Obligations under defined benefit plans are measured using the projected unit credit method. This requires assumptions to be made in particular about longterm rates of growth in salaries and pensions, average life expectancy, and staff turnover. The average life expectancy was calculated as of 31 December 2023 based on the mortality tables published by Heubeck-Richttafeln GmbH (Heubeck 2018 G mortality tables). Furthermore, the discount rate must be determined by reference to markets yields on high-quality corporate bonds with matching currencies and consistent maturities. This usually requires the data to be extrapolated, since sufficient long-term corporate bonds with longer maturities do not exist. The plan assets are measured at fair value, which in turn involves making estimates that are subject to estimation uncertainties.

From our point of view, these matters were of particular significance in the context of our audit because the recognition and measurement of this significant item in terms of its amount are based to a large extent on estimates and assumptions made by the Company's executive directors.

2. As part of our audit we evaluated the actuarial expert reports obtained and the professional qualifications of the external experts. We also examined the specific features of the actuarial calculations and assessed the numerical data, the actuarial parameters and the valuation methods on which the valuations were based for compliance with the standard and appropriateness, in addition to other procedures. In addition, we analyzed the development of the obligation and the cost components in accordance with actuarial expert reports in the light of changes occurring in the valuation parameters and the numerical data, and assessed their plausibility. For the purposes of our audit of the fair value of the plan assets, we obtained bank and fund confirmations.

Based on our audit procedures, we were able to satisfy ourselves that the estimates and assumptions made by the executive directors are substantiated and sufficiently documented.

3. The Company's disclosures relating to pension obligations and other post-employment benefits as well as plan assets are contained in the section entitled "Pension provisions" of the notes to the consolidated financial statements.

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#### 3. Provisions for restructuring measures

1. The Company resolved restructuring measures, and recognized them in profit or loss for the first time, in financial year 2020 as part of an efficiency program to enhance its competitiveness. In the consolidated financial statements restructuring provisions amounting to EUR 32,072 thousand (1.1 % of total assets) in respect of these measures are reported under the "Other provisions" balance sheet item. This efficiency program is designed to permanently reduce personnel expenses. Among other measures set out in the program, the number of employees will be reduced. The Company aims to implement the program in a socially responsible manner by means of partial retirement arrangements. These partial retirement arrangements, with pro rata release from duties while still in the active phase, form the basis of the Company's planned staff reductions. The restructuring measures will take place between 2020 and 2026. In order for a restructuring provision to be recognized, the general recognition criteria for provisions pursuant to IAS 37.14 must be satisfied, which are further specified for restructuring measures within the meaning of IAS 37.10 by the regulations in IAS 37.70 et seq. The requirements of IAS 19.153 et seq. apply to the measurement of the partial retirement arrangements underlying the restructuring. As a result of an update on the plans to be implemented and general changes to the entitlements, there was a reversal totaling EUR 19,150 thousand. The main reason for this is the postponement of the implementation dates and the currently expected lower impact on central functions. The reversal amount was recognised in personnel expenses in 2023. From our point of view, this matter was of particular significance in the context of our audit because the recognition of restructuring provisions is based to a large extent on estimates and assumptions made by the executive directors and these have a significant influence on the recognition and/or amount of any provisions to be recognized.

2. As part of our audit, we assessed whether the individual recognition criteria were met and whether the measurement of the restructuring provision was appropriate. To that end, we obtained and evaluated relevant evidence from the executive directors of the Company. In addition, we considered the measurements of the individual components of provisions carried out by the Company with respect to their appropriateness and methodology and the transparency of the values determined. At the same time, we obtained an understanding of the underlying source data, value parameters and assumptions made, evaluated those factors critically and assessed whether they lay within a reasonable range. We furthermore reviewed on a test basis the correctness of the source data input into the calculations. We were able to satisfy ourselves that the matter and the estimates and assumptions made by the executive directors in connection with the recognition and measurement of a restructuring provision were sufficiently documented and substantiated. Overall, the valuation parameters and assumptions used by the executive directors are in line with our expectations and are also within the ranges considered by us to be reasonable.

3. The Company's disclosures relating to restructuring provisions are contained in the section entitled "Other non-current and current provisions" in the notes to the consolidated financial statements.

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### Other Information

The executive directors are responsible for the other information. The other information comprises the following non audited parts of the group management report:

- the statement on corporate governance pursuant to § 289f HGB and § 315d HGB included in section "Corporate management declaration" of the group management report ■
- the non-financial statement to comply with §§ 289b to 289e HGB and with §§ 315b to 315c HGB included in various sections of the group management marked with blue or grey brackets ■
- the section "Declaration of the appropriateness and effectiveness of the governance systems" of the group management report ■

The other information comprises further all remaining parts of the annual report – excluding cross-references to external information – with the exception of the audited consolidated financial statements, the audited group management report and our auditor's report.

Our audit opinions on the consolidated financial statements and on the group management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information mentioned above and, in so doing, to consider whether the other information

- is materially inconsistent with the consolidated financial statements, with the group management report disclosures audited in terms of content or with our knowledge obtained in the audit, or ■
- otherwise appears to be materially misstated. ■

## Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report

The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition the executive directors are 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 misappropriation of assets) or error.

In preparing the consolidated financial statements, the executive directors are responsible for assessing 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

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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 directors are responsible for the preparation of the group 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 directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report.

The supervisory board is responsible for overseeing the Group's financial reporting process for the preparation of the consolidated financial statements and of the group management report.

## Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group 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 group management report as a whole provides an appropriate view of the Group'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 audit opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements 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 basis of these consolidated financial statements and this group management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements and of the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. ■

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- 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 group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems. ■
- Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures. ■
- Conclude on the appropriateness of the executive directors' use of the going concern basis of 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 group management report or, if such disclosures are inadequate, to modify our respective audit 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 the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB. ■
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express audit opinions on the consolidated financial statements and on the group management report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinions. ■
- Evaluate the consistency of the group 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 directors in the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and 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, the planned 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 with the relevant independence requirements and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of 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 Group Management Report Prepared for Publication Purposes in Accordance with § 317 Abs. 3a HGB

### Assurance Opinion

We have performed assurance work in accordance with § 317 Abs. 3a HGB to obtain reasonable assurance as to whether the rendering of the consolidated financial statements and the group management report (hereinafter the "ESEF documents") contained in the electronic file HHLA\_AG\_KA\_ESEF-2023-12-31.zip and prepared for publication purposes complies in all material respects with the requirements of § 328 Abs. 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 group management report into the ESEF format and therefore relates neither to the information contained within these renderings nor to any other information contained in the electronic file identified above.

In our opinion, the rendering of the consolidated financial statements and the group management report contained in the electronic file identified above and prepared for publication purposes complies in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinion on the accompanying consolidated financial statements and the accompanying group management report for the financial year from 1 January to 31 December 2023 contained in the "Report on the Audit of the Consolidated Financial Statements and on the Group Management Report" above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the electronic file identified above.

### Basis for the Assurance Opinion

We conducted our assurance work on the rendering of the consolidated financial statements and the group management report contained in the electronic file identified above in accordance with § 317 Abs. 3a HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering, of Financial Statements and Management Reports, Prepared for Publication Purposes in Accordance with § 317 Abs. 3a HGB (IDW AsS 410 (06.2022)) and the International Standard on Assurance Engagements 3000 (Revised). Our responsibility in accordance therewith is further described in the "Group Auditor's Responsibilities for the Assurance Work on the ESEF Documents" section. Our audit firm applies the IDW Standard on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)).

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## Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Documents

The executive directors of the Company are responsible for the preparation of the ESEF documents including the electronic renderings of the consolidated financial statements and the group management report in accordance with § 328 Abs. 1 Satz 4 Nr. [number] 1 HGB and for the tagging of the consolidated financial statements in accordance with § 328 Abs. 1 Satz 4 Nr. 2 HGB.

In addition, the executive directors of the Company are responsible for such internal control as they have considered necessary to enable the preparation of ESEF documents that are free from material non-compliance with the requirements of § 328 Abs. 1 HGB for the electronic reporting format, whether due to fraud or error.

The supervisory board is responsible for overseeing the process for preparing the ESEF documents as part of the financial reporting process.

Group Auditor's Responsibilities for the Assurance Work on the ESEF Documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error. We exercise professional judgment and maintain professional skepticism throughout the assurance work. We also:

- Identify and assess the risks of material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance opinion. ■
- Obtain an understanding of internal control relevant to the assurance work on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for 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 electronic file containing the ESEF documents meets the requirements of the Delegated Regulation (EU) 2019/815 in the version in force at the date of the consolidated financial statements on the technical specification for this electronic file. ■
- Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the audited consolidated financial statements and to the audited group 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, in the version in force at the date of the consolidated financial statements, enables an appropriate and complete machine-readable XBRL copy of the XHTML rendering. ■

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### Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as group auditor by the annual general meeting on 15 June 2023. We were engaged by the supervisory board on 29 September 2023. We have been the group auditor of the Hamburger Hafen und Logistik Aktiengesellschaft, Hamburg, without interruption since the financial year 2016.

We declare that the audit 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).

## Reference to an other matter– use of the auditor's report

Our auditor's report must always be read together with the audited consolidated financial statements and the audited group management report as well as the assured ESEF documents. The consolidated financial statements and the group management report converted to the ESEF format – including the versions to be filed in the company register – are merely electronic renderings of the audited consolidated financial statements and the audited group management report and do not take their place. In particular, the "Report on the Assurance on the Electronic Rendering of the Consolidated Financial Statements and the Group Management Report Prepared for Publication Purposes in Accordance with § 317 Abs. 3a HGB" and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form.

## German public auditor responsible for the engagement

The German Public Auditor responsible for the engagement is Marko Schipper.

Hamburg, 14 March 2024

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

sgd. Marko Schipper Wirtschaftsprüfer (German Public Auditor) sgd. ppa. Sebastian Hoffmann Wirtschaftsprüfer (German Public Auditor)

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## Audit opinion

## Independent Practitioner's Report on a Limited Assurance Engagement on Non-financial Reporting<sup>1</sup>

## To Hamburger Hafen and Logistik Aktiengesellschaft (HHLA), Hamburg

We have performed a limited assurance engagement on the combined non-financial statement of HHLA AG, Hamburg, (hereinafter the "Company") for the period from 1 January to 31 December 2023 (hereinafter the "Combined Non-financial Statement") included and identified in various sections of the combined management report.

Not subject to our assurance engagement are the external sources of documentation or expert opinions mentioned in the Combined Non-financial Statement or the voluntary additional information marked as unaudited.

#### Responsibility of the Executive Directors

The executive directors of the Company are responsible for the preparation of the Combined Non-financial Statement in accordance with §§ (Articles) 315c in conjunction with 289c to 289e HGB ("Handelsgesetzbuch": "German Commercial Code") and Article 8 of REGULA-TION (EU) 2020/852 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 June 2020 on establishing a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 (hereinafter the "EU Taxonomy Regulation") and the Delegated Acts adopted thereunder, as well as for making their own interpretation of the wording and terms contained in the EU Taxonomy Regulation and the Delegated Acts adopted thereunder, as set out in section EU taxonomy of the Combined Non-financial Statement.

This responsibility includes the selection and application of appropriate non-financial reporting methods and making assumptions and estimates about individual non-financial disclosures of the Company that are reasonable in the circumstances. Furthermore, the executive directors are responsible for such internal controls as the executive directors consider necessary to enable the preparation of a Combined Non-financial Statement that is free from material misstatement whether due to fraud or error.

The EU Taxonomy Regulation and the Delegated Acts issued thereunder contain wording and terms that are still subject to considerable interpretation uncertainties and for which clarifications have not yet been published in every case. Therefore, the executive directors have disclosed their interpretation of the EU Taxonomy Regulation and the Delegated Acts adopted thereunder in section EU taxonomy of the Combined Non-financial Statement. They are responsible for the defensibility of this interpretation. Due to the immanent risk that indeterminate legal terms may be interpreted differently, the legal conformity of the interpretation is subject to uncertainties.

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#### Audit Firm's Independence and Quality Management

We have complied with the German professional provisions regarding independence as well as other ethical requirements.

Our audit firm applies the national legal requirements and professional standards – in particular the Professional Code for German Public Auditors and German Chartered Auditors ("Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer": "BS WP/vBP") as well as the Standard on Quality Management 1 published by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany; IDW): Requirements to quality management for audit firms (IDW Qualitätsmanagementstandard 1: Anforderungen an das Qualitätsmanagement in der Wirtschaftsprüferpraxis – IDW QMS 1 (09.2022)), which requires the audit firm to design, implement and operate a system of quality management that complies with the applicable legal requirements and professional standards.

#### Responsibility of the Assurance Practitioner

Our responsibility is to express a conclusion with limited assurance on the Combined Nonfinancial Statement based on our assurance engagement.

We conducted our assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised): Assurance Engagements other than Audits or Reviews of Historical Financial Information, issued by the IAASB. This Standard requires that we plan and perform the assurance engagement to obtain limited assurance about whether any matters have come to our attention that cause us to believe that the Company's Combined Non-financial Statement, other than the external sources of documentation or expert opinions mentioned in the Combined Non-financial Statement, are not prepared, in all material respects, in accordance with §§ 315c in conjunction with 289c to 289e HGB and the EU Taxonomy Regulation and the Delegated Acts issued thereunder as well as the interpretation by the executive directors disclosed in section EU taxonomy of the Combined Non-financial Statement.

In a limited assurance engagement the procedures performed are less extensive than in a reasonable assurance engagement, and accordingly a substantially lower level of assurance is obtained. The selection of the assurance procedures is subject to the professional judgement of the assurance practitioner.

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In the course of our assurance engagement, we have, amongst other things, performed the following assurance procedures and other activities:

- Gain an understanding of the structure of the Company's sustainability organisation and stakeholder engagement ■
- Inquiries of the executive directors and relevant employees involved in the preparation of the Combined Non-financial Statement about the preparation process, about the internal control system relating to this process and about disclosures in the Combined Non-financial Statement ■
- Identification of likely risks of material misstatement in the Combined Non-financial Statement ■
- Analytical procedures on selected disclosures in the Combined Non-financial Statement ■
- Reconciliation of selected disclosures with the corresponding data in the consolidated financial statements and management report ■
- Evaluation of the presentation of the Combined Non-financial Statement ■
- Evaluation of the process to identify taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Combined Non-financial Statement ■
- Inquiries on the relevance of climate-risks ■
- Evaluation of CO<sup>2</sup> compensation certificates exclusively with regard to their existence, but not with regard to their impact ■

In determining the disclosures in accordance with Article 8 of the EU Taxonomy Regulation, the executive directors are required to interpret undefined legal terms. Due to the immanent risk that undefined legal terms may be interpreted differently, the legal conformity of their interpretation and, accordingly, our assurance engagement thereon are subject to uncertainties.

#### Assurance Opinion

Based on the assurance procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that the Combined Non-financial Statement of the Company for the period from 1 January to 31 December 2023 is not prepared, in all material respects, in accordance with §§ 315c in conjunction with 289c to 289e HGB and the EU Taxonomy Regulation and the Delegated Acts issued thereunder as well as the interpretation by the executive directors disclosed in section EU taxonomy of the Combined Non-financial Statement.

We do not express an assurance opinion on the external sources of documentation or expert opinions mentioned in the Combined Non-financial Statement.

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#### Restriction of Use

We draw attention to the fact that the assurance engagement was conducted for the Company's purposes and that the report is intended solely to inform the Company about the result of the assurance engagement. Consequently, it may not be suitable for any other purpose than the aforementioned. Accordingly, the report is not intended to be used by third parties for making (financial) decisions based on it. Our responsibility is to the Company. We do not accept any responsibility to third parties. Our assurance opinion is not modified in this respect.

Frankfurt, 14 March 2024

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft Nicolette Behncke Wirtschaftsprüferin German public auditor

ppa. Meike Beenken

1 PricewaterhouseCoopers GmbH has performed a limited assurance engagement on the German version of the combined nonfinancial statement and issued an independent practitioner`s report in German language, which is authoritative. The following text is a translation of the independent practitioner`s report.

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Image /page/307/Picture/4 description: The image is a geometric design with white lines forming triangles and other polygons against a blue gradient background. The lines are thin and crisp, creating a network of shapes that vary in size and orientation. The blue background transitions from a lighter shade at the top to a darker shade at the bottom, providing a subtle gradient effect. The overall composition is abstract and modern, with a focus on geometric patterns and color gradients.

# Further information

| Multi-year overview | 309 |
|---------------------|-----|
| Glossary            | 310 |
| Editorial notes     | 315 |
| Financial calendar  | 316 |
| Imprint             | 317 |

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## Multi-year overview

#### Key figures

| in € million                                         | 2023    | 2022    | 2021    | 2020    | 2019    |
|------------------------------------------------------|---------|---------|---------|---------|---------|
| Revenue                                              |         |         |         |         |         |
| Port Logistics subgroup                              | 1,408.9 | 1,542.3 | 1,435.8 | 1,269.3 | 1,350.0 |
| Real Estate subgroup                                 | 46.5    | 44.1    | 38.1    | 38.1    | 40.2    |
| Consolidation                                        | - 8.6   | - 8.0   | - 8.4   | - 7.6   | - 7.6   |
| HHLA Group                                           | 1,446.8 | 1,578.4 | 1,465.4 | 1,299.8 | 1,382.6 |
| EBITDA                                               |         |         |         |         |         |
| Port Logistics subgroup                              | 262.0   | 369.6   | 384.1   | 269.4   | 358.1   |
| Real Estate subgroup                                 | 25.8    | 26.6    | 22.6    | 20.0    | 23.9    |
| Consolidation                                        | 0.0     | 0.0     | 0.0     | 0.0     | 0.0     |
| HHLA Group                                           | 287.8   | 396.3   | 406.7   | 289.4   | 382.0   |
| EBITDA margin in %                                   | 19.9    | 25.1    | 27.8    | 22.3    | 27.7    |
| EBIT                                                 |         |         |         |         |         |
| Port Logistics subgroup                              | 92.9    | 201.6   | 212.6   | 110.3   | 204.4   |
| Real Estate subgroup                                 | 16.1    | 18.4    | 15.3    | 12.9    | 16.5    |
| Consolidation                                        | 0.4     | 0.4     | 0.4     | 0.4     | 0.3     |
| HHLA Group                                           | 109.4   | 220.4   | 228.2   | 123.6   | 221.2   |
| EBIT margin in %                                     | 7.6     | 14.0    | 15.6    | 9.5     | 16.0    |
| Profit after tax                                     | 42.4    | 133.1   | 132.9   | 74.1    | 137.1   |
| Profit after tax and after non-controlling interests | 20.0    | 92.7    | 112.3   | 42.6    | 103.3   |
| Cash flow/investments/depreciation and amortisation  |         |         |         |         |         |
| Cash flow from operating activities                  | 224.4   | 279.3   | 315.9   | 291.2   | 322.7   |
| Cash flow from investing activities                  | - 251.5 | - 152.6 | - 227.4 | - 177.3 | - 193.8 |
| Cash flow from financing activities                  | 97.7    | - 127.9 | - 84.9  | - 150.9 | - 176.9 |
| Investments                                          | 314.0   | 203.1   | 231.6   | 196.3   | 224.9   |
| Depreciation and amortisation                        | 178.4   | 175.9   | 178.5   | 165.8   | 161.4   |
| Assets and liabilities                               |         |         |         |         |         |
| Non-current assets                                   | 2,491.6 | 2,278.4 | 2,294.0 | 2,150.9 | 2,124.4 |
| Current assets                                       | 518.6   | 492.5   | 507.9   | 440.2   | 485.7   |
| Equity                                               | 807.3   | 873.3   | 705.2   | 567.0   | 578.9   |
| Equity ratio in %                                    | 26.8    | 31.5    | 25.2    | 21.9    | 22.2    |
| Pension provisions                                   | 358.1   | 336.7   | 489.3   | 531.1   | 503.2   |
| Other non-current assets                             | 1,431.7 | 1,235.1 | 1,240.9 | 1,193.6 | 1,246.6 |
| Current liabilities                                  | 413.1   | 325.7   | 366.5   | 299.4   | 281.3   |
| Dynamic gearing ratio                                | 5.5     | 3.4     | 3.6     | 5.1     | 4.0     |
| Total assets                                         | 3,010.2 | 2,770.9 | 2,801.9 | 2,591.1 | 2,610.0 |
| Employees                                            |         |         |         |         |         |
| Employees as of 31.12.                               | 6,789   | 6,641   | 6,444   | 6,312   | 6,296   |
| Performance data                                     |         |         |         |         |         |
| Container throughput in million TEU                  | 5.9     | 6.4     | 6.9     | 6.8     | 7.6     |
| Container transport in million TEU                   | 1.6     | 1.7     | 1.7     | 1.5     | 1.6     |

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## Glossary

## Specialist terminology

## Automated guided vehicle (AGV)

A fully automatic, driverless transport vehicle which carries containers back and forth between the container gantry cranes on the quayside and the block storage yard at the HHLA Container Terminal Altenwerder.

## Block storage

Automated block storage is used at the HHLA Container Terminals Altenwerder and Burchardkai to stack containers in a compact and efficient manner. Containers are stacked in several storage blocks. Rail-mounted gantry cranes are used to transport and stow the boxes.

## CO2e (CO<sup>2</sup> equivalent – carbon dioxide equivalent)

CO2e equivalent (CO2e) is a unit of measurement for the climate impact of various greenhouse gases. In addition to the dominant greenhouse gas CO2, CO2e includes other gases with a climate impact such as methane (CH4) and nitrous oxide (N2O). The CO<sup>2</sup> and CO2e values are characterised by the energy HHLA's energy sources are almost comparable.

## ConRo ship

A vessel which can transport both containers and rolling cargo (see "RoRo").

### Container gantry crane

A crane system used to load and discharge container ships. As ships are becoming larger and larger, the latest container gantry cranes have much higher, longer jibs to match.

## Feeder/Feeder ship

Vessels which carry smaller numbers of containers to ports. From Hamburg, feeders are primarily used to transport boxes to the Baltic region.

### Hinterland

A port's catchment area.

## Hub terminal (Hinterland)

A terminal which bundles and distributes consignments as handling hub. HHLA's rail companies operate hub terminals like this in Ceska Trebova, Budapest, Dunajska Streda, Poznan and Prague.

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### Intermodal/Intermodal systems

Transportation via several modes of transport (water, rail, road) combining the specific advantages of the respective carriers.

### North range

Northern European coast on which, in a broader geographical sense, all Northern European overseas ports from Le Havre to Hamburg. The four largest ports are Rotterdam, Antwerp-Bruges, Hamburg and Bremerhaven.

### Portal crane (also called a rail gantry crane or storage crane)

Crane units spanning their working area like a gantry, often operating on rails. Also called a storage crane when used at a block storage facility, or a rail gantry crane when used to handle rail cargo.

### RoRo

Short for "roll on, roll off", RoRo is a means of loading cargo which can simply be rolled or driven onto or off a ship. Most rolling cargo consists of cars of trucks, but project cargo is also transported in this way on special trailers.

### Shuttle train

A train which travels back and forth on one route with the same arrangement of wagons, eliminating the need for time-consuming shunting. HHLA's rail subsidiaries operate shuttle trains between the seaports and the hub terminals (hinterland).

### Spreader

Weighing several tonnes, the spreader is the part of a container gantry crane or other crane used to grip then lift or lower containers.

### Standard container

A TEU is a 20-foot standard container, used as a unit for measuring container volumes. A 20-foot standard container is 6.06 metres long, 2.44 metres wide and 2.59 metres high.

### Straddle carrier (also called a van carrier or VC)

A vehicle used to transport containers at the terminals. The driver manoeuvres their straddle carrier into position above a container and lifts it up. The vehicles can stack containers up to four high.

### Tandem gantry crane

A highly efficient container gantry crane capable of unloading or loading two 40-foot containers or four 20-foot containers in a single movement. HHLA uses gantry cranes of this kind at the Container Terminal Burchardkai.

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### Terminal

In maritime logistics, a terminal is a facility where freight transported by various modes of transport is handled.

### TEU (twenty-foot equivalent unit)

A TEU is a 20-foot standard container, used as a unit for measuring container volumes. A 20-foot standard container is 6.06 metres long, 2.44 metres wide and 2.59 metres high.

### Traction

The action of a locomotive pulling a train.

### Transport performance

A performance indicator used for rail traffic, calculated as the product of the volume transported and the distance covered.

### Ultra large vessel (ULV)

A mega-ship that is at least 330 metres long and/or 45 metres wide. This type of vessel is increasingly being used on routes between the Far East and Northern Europe in particular.

## Financial terms

### At-equity earnings

Proportionate profit after tax attributable to a joint venture or an associated company, reported in the income statement under financial income.

### Average operating assets

Average net non-current assets (intangible assets, property, plant and equipment, investment property) + average net current assets (inventories + trade receivables – trade liabilities).

### Cost of capital

Expenses associated with the use of funds as equity or borrowed capital.

### DBO (defined benefit obligation)

Defined benefit pension obligation relating to the pension entitlements of active and former employees, including probable future changes to pensions and salaries, earned and measured as of the reporting date.

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### Dynamic gearing ratio

Financial debt (pension provisions + non-current and current liabilities to related parties + non-current and current financial liabilities – cash, cash equivalents, short-term deposits and receivables from HGV [cash pooling]) / EBITDA.

### EBIT

Earnings before interest and taxes.

### EBITDA

Earnings before interest, taxes, depreciation and amortisation.

### EBT

Earnings before tax.

### Economy of scale

A rule of economics which says that higher production quantities go hand in hand with lower unit costs.

### Equity ratio

Equity / balance sheet total.

### EU taxonomy

The EU taxonomy is a legally binding classification system that defines which economic activities of a company are considered sustainable. This is linked to specific requirements for the performance of business activities and the calculation methods of various key figures. The aim is to channel more investment into sustainable companies and technologies and thus support the European Union's 2050 climate neutrality target.

### Financial result

Interest income – interest expenses +/– earnings from companies accounted for using the equity method +/– other financial result.

### IAS

International accounting standards.

### IFRS

International financial reporting standards.

### Impairment test

Assessment of an asset's value in accordance with IFRS.

{313}------------------------------------------------

### Investments

Payments for investments in property, plant and equipment, investment property and intangible assets.

### Operating cash flow

According to literature on IFRS key figures: EBIT – taxes + depreciation and amortisation – write-backs +/– changes in non-current provisions (excl. interest portion) +/– gain/loss on the disposal of property, plant and equipment + changes in working capital.

### Revenue

Revenue from sales or lettings and from services rendered, less sales deductions and VAT.

### ROCE (return on capital employed before taxes)

EBIT / Average operating assets.

### Value added

Production value – intermediate inputs (cost of materials, depreciation and amortisation, and other operating expenses); the value added generated is shared between the HHLA Group's stakeholders, such as employees, shareholders, lenders and the local community.

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## Editorial notes

## Forward-looking statements

Unless otherwise stated, the key figures and information in this report concern the entire Group, including associated companies in which the company has a majority holding. Some sections contain forward-looking statements. These estimates and statements were made to the best of our knowledge and in good faith. Future global economic conditions, legislation, market conditions, competitors' activities and other factors are not within the control of HHLA.

## Inclusive language

In many places in the report, we have opted to forego the use of separate masculine and feminine forms in the interest of legibility. The masculine form is substituted for all genders.

## Rounding and differences

The key figures in the report are rounded in accordance with standard commercial practice. In individual cases, rounding may result in values in this report not adding up precisely to the amount stated, with corresponding percentages not tallying.

## Publication date

This Annual Report was published on 21 March 2024. It is available in German and English. In the event of any discrepancies between the two versions, the German version shall take precedence.

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## Financial calendar

## 21 March 2024

Annual Report 2023, Analyst Conference Call

## 15 May 2024

Interim Statement January–March 2024, Analyst Conference Call

## 13 June 2024

Annual General Meeting

## 14 August 2024

Half-Yearly Financial Report January–June 2024, Analyst Conference Call

## 14 November 2024

Interim Statement January–September 2024, Analyst Conference Call

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## Imprint

## Published by

Hamburger Hafen und Logistik AG Bei St. Annen 1 20457 Hamburg Phone +49 40 3088 – 0 [info@hhla.de](mailto:info@hhla.de) [www.hhla.de](https://hhla.de/en/home.html)

### Investor relations

Phone +49 40 3088 – 3100 [investor-relations@hhla.de](mailto:investor-relations@hhla.de)

### Corporate communications

Phone +49 40 3088 – 3520 [unternehmenskommunikation@hhla.de](mailto:unternehmenskommunikation@hhla.de)

### Sustainability

Phone +49 40 3088 – 8453 [nachhaltigkeit@hhla.de](mailto:nachhaltigkeit@hhla.de)

### Design and implementation

nexxar gmbh, Vienna [www.nexxar.com](http://www.nexxar.com/)

### Photography

Thies Rätzke, Nele Martensen

## Legal Note

This document contains forward-looking statements that are based on the current assumptions and expectations of the Hamburger Hafen und Logistik Aktiengesellschaft (HHLA) management team. Forward-looking statements are indicated through the use of words such as expect, intend, plan, anticipate, assume, believe, estimate and other similar formulations. These statements are not guarantees that these predictions will prove to be correct. The future development and the actual results achieved by HHLA and its affiliated companies are dependent on a wide range of risks and uncertainties and may therefore deviate greatly from the forwardlooking statements. Many of these factors are outside of HHLA's control and therefore cannot be accurately estimated, such as the future economic environment and the actions of competitors and others involved in the marketplace. HHLA neither plans nor undertakes any special obligation to update the forward-looking statements.

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Hamburger Hafen und Logistik Aktiengesellschaft Bei St. Annen 1, 20457 Hamburg Telephone: +49 40 3088-0, Fax: +49 40 3088-3355, www.hhla.de, info@hhla.de