289 (4) and Section 315 (4) of
the German Commercial Code
(HGB) and Explanatory Notes
1. The subscribed capital of the company is now € 72,753,334.00. It is divided into 72,753,334 no-par- value shares, including 70,048,834 Class A shares and 2,704,500 Class S shares (classes of shares). The Class S shares constitute only shareholdings in the net profi t/loss and net assets of the S div ision, and the Class A shares constitute only shareholdings in the net profi t/loss and net assets of the remainder of the company (A division). That part of the company which deals with the acquisition, holding, selling, let- ting, management and development of properties not specifi c to port handling (Real Estate subgroup) is known as the S division. All other parts of the com- pany (Port Logistics subgroup) are known as the A division. The dividend entitlement of holders of Class S shares is based on the proportion of the distributable profi t 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 distribut- able profi t 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). If the statutory provi- sions require a special resolution to be adopted by holders of a given class of shares, only the holders of that class of shares shall be 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. For details on direct or indirect capital sharehold- ings which entitle the holder to more than 10 % of the voting rights, see the Notes to the Consolidated Financial Statements, Note 35 and Note 48
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 of those employees who hold shares.
6. Members of the Executive Board are appointed and dismissed in accordance with Section 84 of the German Stock Corporation Act (AktG) in conjunction with Section 31 of the German Co-Determination Act (MitbestG) and Article 8 of the articles of associ- ation. These stipulate that the Supervisory Board is responsible for appointing and dismissing members of the Executive Board. According to Article 8 (1) of the articles of association of Hamburger Hafen und Logistik Aktiengesellschaft, the Executive Board consists of two or more people.
Amendments to the articles of association can be made by means of a resolution of the Annual General Meeting. Any such amendment becomes effective when it is recorded in the commercial register. In line with Sections 179 and 133 of the German Stock Cor- poration Act (AktG) and Article 22 of the articles of association, a simple majority of the votes cast at the Annual General Meeting is suffi cient for amendments to the articles of association. If a capital majority is required in addition to a majority of the votes, a simple majority of the share capital represented when the resolution is passed is adequate. Exceptions to this rule are amendments to the articles of association for which the law requires a larger majority. In accordance with Article 11 (4) of the articles of association, the Supervisory Board is authorised to carry out amend- ments to the articles of association which 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 share- holders affected are required as per Section 138 of the German Stock Corporation Act (AktG).
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 com- pany’s share capital until 13 June 2017 by up to € 35,024,417.00, by issuing up to 35,024,417 new registered Class A shares for subscription in cash and/ or kind in one or more stages (Authorised Capital I). The statutory subscription right of the holders of Class S shares shall be excluded. The new shares may also be purchased by one or more banks chosen by the Executive Board together with the obligation to offer them for sale to Class A shareholders (indirect subscription right). The Executive Board was further authorised – with the approval of the Supervisory Board – to exclude the statutory subscription rights of holders of Class A shares,
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Additional Information in Accordance with Section 289 (4) and Section 315 (4) of the German Commercial Code (HGB) and Explanatory Notes
7.1.1 as necessary for equalising fractional amounts or;
7.1.2 if the Class A shares are issued in return for a contribution in kind, especially in connection with the acquisition of companies, parts of companies or equity stakes in companies, as part of company mer- gers and/or for the purpose of acquiring other assets, including rights and receivables; subscription rights may only be excluded on Class A shares accounting for up to 20 % of the share capital attributable to Class A shares in conjunction with this authorisation (i. e. up to the amount of € 14,009,766.00);
7.1.3 if the company’s Class A shares are issued in return for cash and the issue price per share is not signifi cantly lower than the price of similar Class A shares in the company already listed on the stock exchange at the time of the share issue. However, subscription rights can only be excluded in this case if the number of shares thus issued together with the number of treasury shares sold during the term of this authorisation for which subscription rights were excluded as per Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) and the number of Class A shares which can be created by exercising warrants and/or conversion rights or fulfi lling conver- sion obligations arising from warrants, convertible bonds and/or participation rights issued during the term of this authorisation for which subscription rights were excluded as per Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) does not exceed a total of 10 % of the company’s share capital at the time this authorisation comes into effect or – if the total is lower – at the time the authorisation is exercised;
7.1.4 if the Class A shares are offered to persons employed by the company or one of its associates as defi ned in Section 15 of the German Stock Corpor- ation Act (AktG) or are transferred to them; 7.1.5 to the extent necessary to grant the bearers of warrants, convertible bonds and/or conversion obliga- tions those subscription rights to new Class A shares
to which they would be entitled as shareholders after exercising the warrant or conversion right or fulfi lling their conversion obligation.
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 13 June 2017 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 kind in one or more stages (Authorised Capital II). The statutory subscription right of the holders of Class A shares shall be excluded. The Executive Board is further authorised, with the approval of the Super- visory 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 13 June 2013 authorised the Executive Board, subject to the approval of the Supervisory Board, to issue on one or more occasions up to 12 June 2016 bearer or registered bonds with warrants or convertible bonds (hereinafter known collectively as “debenture bonds”) and to grant the bearers or creditors of the debenture bonds war- rants or conversion rights for new Class A company shares subject to the detailed terms of the debenture bonds. The total nominal amount of the debenture bonds issued under this authorisation may not exceed € 200,000,000.00. Option and conversion rights may only be issued for Class A company shares accounting for up to € 6,900,000.00 of the company’s total share capital accounted for by Class A shares. The debenture bonds are to be divided into separate securities, each with equal rights. Class S shareholders’ subscription rights are excluded. The Executive Board is authorised, subject to the approval of the Supervisory Board, to exclude Class A shareholders’ subscription rights to the separate securities in full or in part in order to equalise fractional amounts, to grant subscription rights to the holders or creditors of warrants and/or convertible bonds and to the extent that debenture bonds are issued for cash, whereby separate securities with rights, options or obligations to convert them into shares may account for no more than 10 % of share capital.
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Additional Information in Accordance with Section 289 (4) and Section 315 (4) of the German Commercial Code (HGB) and Explanatory Notes
Even if the conversion ratio, exercise price or conver- sion price are variable, the conversion or exercise price set for one Class A company share (issue price) must be equivalent to either
at least 80 % of the volume-weighted average closing price for Class A company shares in the Xetra trading system on the Frankfurt Stock Exchange (or a similar successor system) (i) on the ten trading days before the Executive Board adopts a resolution to issue the bonds or (ii) on the fi ve trading days immediately before an offer to subscribe for the bonds is publicly announced or (iii) on the fi ve trading days immediately before the company declares its acceptance follow- ing a public invitation to apply for subscription or
at least 80 % of the volume-weighted average closing price for Class A company shares in the Xetra trading system on the Frankfurt Stock Exchange (or a similar successor system) in the time from the beginning of the subscription period up to (and including) the day before the publication of the fi nal conditions in accordance with Section 186 (2) sentence 2 of the German Stock Corporation Act (AktG).
As per Article 3 (6) of the articles of association, con- ditional capital of € 6,900,000.00 is available to service warrants and conversion rights. This is made up of 6,900,000 new registered Class A shares.
7.4.1 The Annual General Meeting held on 16 June 2011 authorised the company until 15 June 2016 to acquire Class A shares in the company amounting to up to 10 % of the current nominal capital attributable to Class A shares. This authorisation may be used for any legally permissible purpose, except for trading in treasury shares.
7.4.2 The Executive Board was also authorised, sub- ject to the approval of the Supervisory Board, to use Class A shares purchased under the authorisation to acquire the company’s own Class A shares for any legally permissible purpose, including the following:
(1) The Class A shares can be resold by means other than the stock exchange or an offer to all Class A shareholders, provided these Class A shares are resold at a price which is not signifi cantly lower than the price of shares in the company of the same rights at the time of the sale. The defi ning market price for the purposes of this regulation is the average share price of the company’s Class A shares in the Xetra fi nal auction (or a similar successor system) on the Frankfurt Stock Exchange over the last fi ve trading days before the sale of the company’s own shares. In these cases, the number of shares to be sold, together with the new shares issued under Section 186 (3) sentence 4 AktG since this authorisation came into effect, excluding subscription rights, must not exceed 10 % of the company’s share capital in the form of Class A shares at the time this authorisation comes into effect and is exercised.
(2) The Class A shares can be sold as payment in kind to third parties, particularly in the course of mergers with other companies or in order to acquire com- panies, equity stakes or parts of companies. (3) The Class A shares can be used to settle rights or obligations held by bearers or creditors under con- vertible bonds or bonds with warrants issued by the company or by companies in which the company holds a majority stake.
(4) The Class A shares can be transferred or offered for purchase to people employed by the company or companies affi liated to it.
(5) The Class A shares can be redeemed in full or in part without a further resolution by the Annual General Meeting. They can be redeemed in a simplifi ed pro- cess in accordance with Section 237 (3 – 5) of the German Stock Corporation Act. The authorisation to redeem shares can be made use of multiple times. If the shares are redeemed in a simplifi ed process in accordance with Section 237 (3) (3) of the German Stock Corporation Act (AktG), the Executive Board is authorised to adjust the number of no-par-value shares in the articles of association.
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Combined Management Report
Additional Information in Accordance with Section 289 (4) and Section 315 (4) of the German Commercial Code (HGB) and Explanatory Notes