Annual Report | Hapag-Lloyd AG

March 20, 2025

# Annual Report 2024

# SUMMARY OF KEY FIGURES

| | | 2024 | 2023 | Change absolute |
| :--: | :--: | :--: | :--: | :--: |
| Liner Shipping segment | | | | |
| Total vessels ${ }^{1}$ | | 299 | 266 | 33 |
| Aggregate capacity of vessels ${ }^{1}$ | TTEU | 2,346 | 1,972 | 374 |
| Aggregate container capacity ${ }^{1}$ | TTEU | 3,654 | 2,975 | 679 |
| Freight rate (average for the period) | USD/TEU | 1,492 | 1,500 | $-8$ |
| Transport volume | TTEU | 12,467 | 11,907 | 560 |
| Revenue | million EUR | 18,754 | 17,762 | 992 |
| EBITDA | million EUR | 4,510 | 4,415 | 95 |
| EBIT | million EUR | 2,511 | 2,513 | $-1$ |
| Terminal \& Infrastructure segment ${ }^{2}$ | | | | |
| Revenue | million EUR | 401 | 187 | 214 |
| EBITDA | million EUR | 139 | 46 | 94 |
| EBIT | million EUR | 66 | 16 | 50 |
| Group financial figures ${ }^{2}$ | | | | |
| Revenue | million EUR | 19,112 | 17,930 | 1,182 |
| EBITDA | million EUR | 4,649 | 4,461 | 188 |
| EBIT | million EUR | 2,577 | 2,529 | 48 |
| Group profit/loss | million EUR | 2,392 | 2,949 | $-556$ |
| Earnings per share | EUR | 13.57 | 16.70 | $-3.13$ |
| Cash flow from operating activities | million EUR | 4,365 | 4,966 | $-601$ |
| Group return figures ${ }^{2}$ | | | | |
| EBITDA margin | $\%$ | 24.3 | 24.9 | $-0.6 \mathrm{ppt}$ |
| EBIT margin | $\%$ | 13.5 | 14.1 | $-0.6 \mathrm{ppt}$ |
| ROIC | $\%$ | 14.1 | 15.6 | $-1.5 \mathrm{ppt}$ |
| Group balance sheet figures ${ }^{1,2}$ | | | | |
| Equity | million EUR | 20,723 | 18,763 | 1,961 |
| Equity ratio | $\%$ | 61.6 | 64.7 | $-3.1 \mathrm{ppt}$ |
| Financial debt and lease liabilities | million EUR | 6,608 | 5,064 | 1,544 |
| Cash and cash equivalents | million EUR | 5,481 | 5,810 | $-329$ |
| Net liquidity ${ }^{3}$ | million EUR | 910 | 2,592 | $-1,681$ |

1 Figures as at 31 December of the respective financial year
2 The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.
3 Including the financial investments recognised in other financial assets (strategic liquidity reserve)
For computational reasons, rounding differences may occur in some of the tables and charts of this financial report.
This report was published on 20 March 2025.

# MAIN DEVELOPMENTS IN THE 2024 FINANCIAL YEAR

- Hapag-Lloyd recorded a positive business performance in the 2024 financial year that significantly exceeded the initial expectations at the beginning of the year, despite increased transport expenses.
- Group revenue increased by 6.6\% to EUR 19.1 billion in the 2024 financial year (2023: EUR 17.9 billion) due to the positive demand development in both business segments.
- Group EBITDA improved slightly to EUR 4.6 billion (2023: EUR 4.5 billion) and Group EBIT to EUR 2.6 billion (2023: EUR 2.5 billion). The increase in revenue was partially offset by higher transport and terminal expenses.
- The Liner Shipping segment generated EBITDA of EUR 4.5 billion in the 2024 financial year (2023: EUR 4.4 billion) and EBIT of EUR 2.5 billion (2023: EUR 2.5 billion).
- Transport volume increased by 4.7\% to 12.5 million TEU (2023: 11.9 million TEU), while the average freight rate of USD 1,492/TEU was on a par with the previous year (2023: USD 1,500/TEU). At the same time, the necessary rerouting of ships around the Cape of Good Hope in particular led to a disproportionate increase in transport expenses of $7.3 \%$ to EUR 12.8 billion (2023: EUR 11.9 billion).
- In the Terminal \& Infrastructure segment, EBITDA rose to EUR 139.5 million (2023: EUR 46.0 million) due to several acquisitions in the course of the previous financial year. At EUR 66.3 million, EBIT was also significantly higher than the previous year's figure (2023*: EUR 16.5 million).
- Despite a slight increase in the operating result, the Group net result declined to EUR 2.4 billion in 2024 (2023: EUR 2.9 billion). This was due to lower net interest income and higher tax expenses. Accordingly, earnings per share fell to EUR 13.57, compared to EUR 16.70 in the same period of the previous year.
- Free cash flow was again positive at EUR 2.4 billion (2023: EUR 3.3 billion).
- As at 31 December 2024, the Hapag-Lloyd Group had net liquidity of EUR 0.9 billion (31 December 2023: EUR 2.6 billion) despite a dividend payout of EUR 1.6 billion and investments in the vessel and container fleet of EUR 2.2 billion.
- In line with the existing dividend policy, the Executive Board and Supervisory Board propose to the Annual General Meeting on 30 April 2025 that a dividend of EUR 8.20 per share be distributed for the past financial year (previous year: EUR 9.25). This corresponds to a payout ratio in relation to Group profit of 60\% (previous year: 55\%).
- For the 2025 financial year, the Executive Board expects Group EBITDA in a range of EUR 2.4 to 3.9 billion (previous year: EUR 4.6 billion) and Group EBIT in a range of EUR 0.0 to 1.5 billion (previous year: EUR 2.6 billion). In the light of very volatile freight rates and major geopolitical challenges, the outlook is subject to a high degree of uncertainty.

[^0]
[^0]: * The comparative information has been marginally adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

# CONTENTS

INTERVIEW Page 4
AT A GLANCE $\gg$ Page 10

## EXECUTIVE BOARD Page 8

STRATEGY 2030 Page 12

TEAM $\gg$ Page 16


# You can find our online report here: https://hlag-2024.corporate-report.net/en/home.html

# INTERVIEW

## "QUALITY IS AND WILL CONTINUE TO BE OUR TOP PRIORITY."

Rolf Habben Jansen, CEO

## Michael Kastl, Managing Director Treasury, Finance \& Investor Relations, speaks with the Chief Executive Officer of Hapag-Lloyd AG about business developments in 2024


Michael Kastl: Rolf, how do you view the 2024 financial year?
Rolf Habben Jansen: Overall, 2024 was a very successful year for us. Thanks to the unexpectedly strong demand, we increased our transport volume by 5\% and thereby achieved an operating result of EUR 2.6 billion, despite the higher transport costs. This is not only slightly above the previous year's level, but also clearly above the expectations we expressed at the beginning of the year. At the same time, with an equity ratio of $62 \%$ and net liquidity of EUR 0.9 billion, we continue to have a very strong balance sheet. Our shareholders should also benefit from the very good business performance. For this reason, our Executive Board and our Supervisory Board will jointly propose to the Annual General Meeting on 30 April 2025, to pay out a dividend of EUR 8.20 per share - which corresponds to a total payout of EUR 1.4 billion, which once again makes the Hapag-Lloyd share one of the most attractive dividend-bearing stocks in Germany.

## How did the tense security situation in the Red Sea impact operations in 2024?

It had a big impact on the year. We rerouted our ships around the Cape of Good Hope to keep our seafarers and our customers' cargo safe. This led to longer transit times and
"We have significantly expanded our vessel and container fleet." higher transport costs. Other major challenges included the low water level in the Panama Canal and numerous port strikes, particularly on the US East Coast. To keep our supply chains largely intact and continue to offer our customers a reliable service, we have significantly expanded our vessel and container fleets.

# What were the strategic highlights for you in the past financial year?

First of all, I am once again very pleased with the high level of satisfaction among our customers. In addition, we have made good progress with the establishment of our terminal holding company in Rotterdam and have further honed our market presence with the Hanseatic Global Terminals brand. We have also enhanced our digital services, such as LIVE Position, which gives our customers greater transparency when tracking their shipments. At the same time, we have significantly strengthened our expertise in data and artificial intelligence. Another milestone was our order for 24 new vessels, which will enable us to expand our capacities in a targeted manner and further modernize and decarbonize our fleet. Last year, we already sold over 200,000 TEU of our low-emission transport solution "Ship Green," and by winning the Zero Emission Maritime Buyers Alliance (ZEMBA) tender, the proportion of green transport solutions in our portfolio will grow. But to do that, the green fuels first have to be available. By concluding a long-term offtake agreement for green methanol, we will be able to save up to 400,000 metric tons of $\mathrm{CO}_{2}$ e emissions per year in our fleet operations compared to using conventional fuels - which represents yet another step toward more climate-friendly shipping.

## One important milestone was the agreement on a new operational cooperation with Maersk, which was launched in February 2025. How satisfied are you with the start of "Gemini Cooperation"?

This was definitely an extremely important step for us. With Gemini Cooperation, we aim to set new standards in the liner shipping industry in terms of reliability, connectivity, and sustainability. Our operational collaboration on the main east-west trades has gotten off to a very good start, and we are very satisfied with the demand from our customers so far. We are currently pressing ahead with the gradual shifting of our services to the new network and getting the network fully phased in. Then we will make another significant leap forward in terms of quality this year, as a key component is our ambitious customer promise to achieve schedule reliability of $90 \%$.

At the beginning of 2025, there are still a number of unresolved geopolitical challenges. How confident is Hapag-Lloyd about the current financial year?
We continue to keep a very close eye on the situation in the Middle East, and some developments give us cause for hope. But we won't change our network again until passage through the Red Sea is safe. Another issue is new trade restrictions in the form of tariffs. It isn't fully foreseeable yet how these will ultimately impact global trade relations. But one thing is already certain: Global trade will continue to be of vital importance in the future and will find its way, even if individual flows of goods are to shift. For this reason, most experts expect moderate growth in global container transportation in the current financial year, as well. Nevertheless, container shipping is and will remain a highly competitive industry. So we will continue to work hard to reduce our per-unit costs and thereby strengthen our competitive position.

# "We want to set new standards in terms of schedule reliability and our digital services."

## What will be the strategic focus in the current financial year?

Quality is and will continue to be our top priority. We want to set new standards in terms of schedule reliability and with our digital services. Our colleagues around the world will play a decisive role in this, and their engagement and expertise will be the key to our success. That's why we will continue to invest in enhancing the expertise of our workforce. We will benefit from the opportunities offered by attractive growth markets, win over our customers with the right offerings, and continue to expand our business. At the same time, sustainability will continue to be a key issue. We remain committed to the Paris Agreement and will continue to intensify our efforts to decarbonize our fleet. In this way, in addition to living up to our ecological responsibility by working step by step toward our goal of being climate-neutral by 2045, we will also secure Hapag-Lloyd's long-term competitiveness.

# EXECUTIVE BOARD

## CFO\&CPO

## MARK FRESE

"We have stuck to our prudent financial policy and worked hard to continue improving our competitiveness and cost position. At the same time, we have made significant improvements in our procurement processes and continued to advance our financial transformation."

## CIO\&CHRO DONYA-FLORENCE AMER

"We have achieved remarkable progress with our employee strategy, backed by substantial investments to elevate our skills, capabilities and tech stack. In addition, we have accelerated our digitalization transformation by launching a series of impactful projects and significantly strengthened our expertise in data and artificial intelligence."

The Executive Board in the engine room of the "Hamburg Express." The dual-fuel engine, which can be seen in the background, has an output of around 79,000 hp and can be operated with both conventional bunker oil and liquid gas. This enables the ship to transport over 200,000 metric tons of cargo.



# TERMINAL \&INFRASTRUCTURE



# Regional headquarters

Terminal holdings
$\bigvee$ SAAM Terminals $\bigvee$ Other investments
$\bigvee$ Gruppo Spinelli $\bigvee$ Under construction
J M Baxi

# STRATEGY 2030

In 2024, we presented our new "Strategy 2030." While we are remaining true to our core business of liner shipping, we are expanding and strengthening it as part of our "Pure Play Plus" model by establishing the new Terminal \& Infrastructure business segment, with the aim of providing even better connections from port to port or door to door. In addition, we have ambitious growth targets in both areas of business. To achieve this goal and live up to our claim of being the "undisputed number one for quality," we put our customers at the center of everything we do.

## The Pillars of Strategy 2030

Our Strategy 2030 is based on five pillars: With Pure Play Plus, we are not only strengthening our core container shipping business by investing in our fleet, but also expanding our terminal portfolio and extending our door-to-door transports. As a Top 5 Global Container Line, we aim to strengthen our position among the leading shipping companies and grow in key markets. We have defined three success factors for this:

With Undisputed Number One for Quality, we are focusing on operational excellence, customer satisfaction and our on-time delivery rate. As a Sustainability Driver, we are reducing our fleet emissions by around a third by 2030 and aiming to achieve net-zero fleet operations by 2045. As a Top-Performing Carrier, we are boosting our productivity and cost efficiency by focusing on expanding our team's expertise and strengthening our IT infrastructure. Together, we will deliver quality, sustainability and long-term success.

# TOP 5 GLOBAL CONTAINER LINE

In 2024, we were able to increase our transport volume by $5 \%$ compared to the prior year despite the challenging security situation in the Red Sea and the associated rerouting of our ships. In the reporting year, our fleet grew significantly - by $19 \%$ - to 2.3 million TEU. By expanding the fleet, we have laid the foundation for our volume to further increase in addition to strengthening our position among the top 5 carriers, with a global market share of $10 \%$.

Development of the capacity of our vessel fleet

In addition, in 2024, we were able to further increase the share of our direct customers (BCOs) as well as to expand our hinterland business with door-to-door transports by improving our service level. Our terminal business - under the brand name Hanseatic Global Terminals (HGT) - has also made significant progress. HGT currently has equity stakes in over 21 terminals in 11 countries and on five continents. By 2030, we aim to expand our portfolio to over 30 terminals.

## QUALITY

Quality is the most important factor that sets us apart from our competitors. In 2024, we were once again able to achieve top customer satisfaction ratings. Close interaction with our customers enables us to continuously boost our service quality and expand the range of products we offer. To furtherstrenghten our leading position as the "undisputed number one for quality," we also worked in the reporting year on a far-reaching program to optimize our liner network, which was launched in February 2025 together with our new partner Maersk as "Gemini Cooperation".

The teams in our Global Capability Centers and Quality Service Centers play a crucial role in helping us deliver on our Quality Promises.

# GEMINI COOPERATION

In January 2024, we signed an agreement with Maersk to enter into a new, long-term operational collaboration - known as "Gemini Cooperation" - which was launched in February 2025. The goal of this cooperation is to establish a fast and robust service network with industry-leading reliability in maritime transport. With a total capacity of 3.7 million TEU, "Gemini Cooperation" covers seven trades with 57 liner services. The new hub\&spoke network combines intercontinental mainliner services with dedicated regional shuttle networks and feeder services. Once fully phased in, the network aims to achieve schedule reliability of over $90 \%$.

The aim of the new "Gemini Cooperation" with Maersk is to establish a fast and flexible ocean network with industry-leading reliability.

## SUSTAINABILITY

Sustainability is a key pillar of our Strategy 2030. In the reporting year, we expanded our fleet by adding five highly efficient dual-fuel ships and launched an extensive newbuild program involving 24 additional dual-fuel ships, making it the largest in the company's history. In addition, we have vigorously advanced the modernization of our existing fleet and implemented effective efficiency measures, such as installing new ship propellers, which directly contribute to considerable reductions in emissions.

At the same time, we have decided to convert five ships to methanol propulsion by 2026 and have secured 250,000 tons of green methanol per year through a long-term offtake agreement, which will save us up to 400,000 metric tons of $\mathrm{CO}_{2}$ e. Our low-emission transport solution "Ship Green" is also becoming increasingly popular with our customers - with more than 200,000 TEU sold, we were able to achieve a significant increase in sales and save 158,000 metric tons of $\mathrm{CO}_{2}$ e through the use of biofuels.

# $\mathrm{CO}_{2}$ e reduction targets for Hapag-Lloyd's entire fleet


1 The weighted average Well-to-Wake Average Efficiency Ratio ("AER") of the operated fleet in $\mathrm{g} \mathrm{CO}_{2}$ e/dwt $\times$ NM

## TOP PERFORMING CARRIER

In pursuit of our goal of being one of the best-performing and most profitable shipping companies, during the reporting year, we optimized our procurement system and increased our investments in our employees, such as with the Hapag-Lloyd Academy. At the same time, we are systematically modernizing our IT infrastructure in order to boost the efficiency of processes and make better use of data. By using artificial intelligence to manage our ships and containers in conjunction with the data from the newly installed tracking devices on almost all containers, we are able to carry out more precise analyses and make intelligent decisions in real time. At the same time, our customers are increasingly benefiting from our new digital offerings, with which we are significantly increasing transparency in the supply chains.

Tracking devices make it possible to monitor our containers in real time.

# TEAM

The Hapag-Lloyd family includes around 17,000 dedicated individuals across the world - both on land and at sea. Together, we represent more than 100 nationalities and embody the diversity that makes us strong. Our corporate values - "We Care. We Move. We Deliver." - are at the heart of everything we do and inspire us to give our very best every day - for our customers, our business partners and our shareholders.

## HAPAG-LLOYD ACADEMY

In 2024, we made significant investments in enhancing our expertise - not only by expanding our Hapag-Lloyd Academy, but also by raising it to a higher level with several new training courses. Our objective is clear: to become the undisputed number one for quality. With their passion and engagement, our employees are the ones who make this possible every day.

The Hapag-Lloyd Academy offers an expanding range of online and in-person courses.


As part of Hapag-Lloyd Cares, we support local social and ecological projects.

# WE CARE

As an internationally active liner shipping company, we operate in a highly competitive environment and have to quickly adapt to the geopolitical developments that impact us. At the same time, keeping our customers' supply chains intact demands a great deal from our employees. As a company, we are committed not only to delivering quality service to our customers, but also to fostering a fair and appreciative working environment for our team as well as being socially engaged. Our top priority is ensuring the well-being and safety of our colleagues. For this reason, in 2024, we stood by our decision not to sail any more ships through the Red Sea as long as the safety of our seafarers cannot be guaranteed.

We also supported local social and ecological projects last year as part of our Hapag-Lloyd Cares initiative. Our teams around the world are committed to supporting educational programmes, humanitarian aid and the protection of the oceans.

# REPORT OF THE SUPERVISORY BOARD

## Dear Shareholders,

In the 2024 financial year, the Supervisory Board of Hapag-Lloyd AG properly and conscientiously performed all of the tasks for which it is responsible in accordance with the applicable laws, articles of association and rules of procedure. The Supervisory Board monitored the Executive Board as it managed the Company and diligently advised it on a regular basis. Its main priority at all times was to protect the interests of Hapag-Lloyd AG, the primary operating unit responsible for the Group's performance.

## Cooperation between the Supervisory Board and the Executive Board

In the 2024 financial year, the Executive Board informed the Supervisory Board regularly, comprehensively and promptly about the competitive environment, the planned business policies, all strategic and fundamental operating decisions, and the risk management system. The Executive Board also discussed with the Supervisory Board the most important financial indicators as a means of assessment for the Company's economic position and additionally explained operational performance indicators. The reports and discussions focused in particular on the dangers to shipping in the Red Sea and the resulting need to reroute vessels around the Cape of Good Hope. The Executive Board reported both orally and in writing to the Supervisory Board at its meetings, providing comprehensive responses to all of the Supervisory Board's questions. Outside of the meetings, regular reports on the Group's performance and on the most important transactions at Hapag-Lloyd AG also ensured that the Supervisory Board was kept well informed. Furthermore, frequent discussions on the current business environment took place between the Chair of the Supervisory Board and the Chief Executive Officer. The Chair of the Supervisory Board also attended Executive Board meetings on a regular basis in the 2024 financial year. As a result, the Supervisory Board was fully up to date at all times. The reports by the Executive Board complied with legal requirements and those of the Supervisory Board and adhered to the principles of good corporate governance.

The Executive Board involved the Supervisory Board at an early stage in decisions with a significant influence on the position and performance of the Company. The Supervisory Board thus monitored the Executive Board's management of the Company at all times on the basis of legality, correctness, appropriateness and viability.


Michael Behrendt (Chairman of the Supervisory Board)

# Meetings of the Supervisory Board and matters addressed

The Supervisory Board met four times in the reporting period. These meetings were held on 13 March 2024, 30 April 2024, 18 September 2024 and 13 November 2024. The average attendance rate at Supervisory Board meetings and committee meetings was as follows:

- Meetings of the Supervisory Board: 96.9\%
- Meetings of the Presidential and Personnel Committee: 92.6\%
- Meetings of the Audit and Financial Committee: 97.9\%
- Meeting of the Nomination Committee: 100\%

# Attendance of the Supervisory Board members in the 2024 financial year


- Meeting attendance
O Did not attend the meeting
Was not a member of the Supervisory Board or the committee at the time of the meeting

Based on a circular resolution, the Supervisory Board elected Mr Klaus Schroeter as the First Deputy Chairman of the Supervisory Board on 16 February 2024 and filled the vacant positions on the Meditation Committee, the Presidential and Personnel Committee and the Audit and Financial Committee.

# Supervisory Board meeting on 13 March 2024

In its meeting on 13 March 2024, the Supervisory Board began by adapting the existing competence profile of the Supervisory Board following a recommendation by the Presidential and Personnel Committee. Based on the recommendation of the Presidential and Personnel Committee, the Supervisory Board decided to newly appoint Mr Rolf Habben Jansen, to reappoint Donya-Florence Amer and to establish the amount of the integration bonus of the Executive Board members. The Supervisory Board subsequently focused primarily on the annual financial statements. Following its own review and the recommendation of the Audit and Financial Committee, it approved the annual and consolidated financial statements as well as the combined management report for the 2023 financial year. In addition, the Supervisory Board decided to propose to the Annual General Meeting that a dividend be paid, and also decided to follow the recommendation of the Audit and Financial Committee regarding its proposal for the selection of the external auditors of the annual and consolidated financial statements for the 2024 financial year. The Supervisory Board went on to approve the agenda for the Company's Annual General Meeting on 30 April 2024 and adopted its proposed resolutions regarding the other agenda items. The Supervisory Board also reviewed and adopted the non-financial report prepared in accordance with Sections 289b (3) and 315b (3) of the German Commercial Code (HGB) and the Declaration of Conformity with the German Corporate Governance Code (GCGC) in accordance with Section 161 of the German Stock Corporation Act (AktG). The Supervisory Board subsequently discussed the current business environment, in particular with regard to the dangers to shipping in the Red Sea and the resulting need to reroute vessels around the Cape of Good Hope. In addition, it followed the recommendation of the Audit and Financial Committee and approved an additional investment budget for the conversion of five chartered vessels, the extension of the current time charter agreements of these vessels and for incremental right-ofuse additions in relation to charter agreements.

## Supervisory Board meeting on 30 April 2024

At the start of the meeting, the Executive Board informed the Supervisory Board about the current business environment and the earnings forecast for the 2024 financial year. This was followed by reports on the technological transformation and on the fleet development. The Supervisory Board concluded the meeting by preparing for the Company's Annual General Meeting, which took place immediately after the meeting.

Based on a circular resolution, the Supervisory Board elected Mr Michael Behrendt as Chairman and Mr Oscar Hasbún as Second Deputy Chairman on 3 May 2024.

On 16 May 2024, the Supervisory Board approved a supplementary container investment budget based on a circular resolution and in accordance with a recommendation of the Audit and Financial Committee.

Based on a circular resolution, on 4 July 2024 the Supervisory Board decided on an additional investment budget for incremental right-of-use additions in relation to charter agreements.

# Supervisory Board meeting on 18 September 2024

At the start of the meeting, the Supervisory Board elected Ms Maren Ulbrich as a new member of the Presidential and Personnel Committee. The Executive Board subsequently reported on the current business environment, in particular on an economically solid first half-year, which continued to be characterized operationally by the dangers to shipping in the Red Sea. The remaining discussions focused on the report of the Terminal \&Infrastructure segment, the revision of the earnings outlook for the 2024 financial year and the main planning assumptions for 2025. As part of the discussions on the earnings outlook for the 2024 financial year, the Supervisory Board decided on an additional container investment budget. In addition, the Executive Board reported on planned fleet investments. The Supervisory Board decided accordingly to follow the recommendation of the Audit and Financial Committee and approve the commissioning of the construction, subsequent acquisition and financing of 24 container vessel newbuilds. The meeting concluded with the report of the Chief Compliance Officer.

## Supervisory Board meeting on 13 November 2024

At the start of the meeting, the Executive Board reported on the current business environment against the backdrop of the continuing positive market conditions. The Supervisory Board subsequently discussed a terminal investment in Italy. The meeting then focused on the third forecast for the 2024 financial year as well as the annual budget for 2025, including the business plan of Hapag-Lloyd AG. The Executive Board presented the corresponding plans in detail and explained the underlying assumptions in depth. On the recommendation of the Audit and Financial Committee, the Supervisory Board approved the Executive Board's annual budget for 2025, including the financial and investment planning. Finally, the Labour Director provided a report.

## Meetings of the committees and matters addressed

The work of the Supervisory Board was prepared and supported by its committees. The specific tasks assigned to these committees are described in detail as part of the declaration by the Executive Board and Supervisory Board on corporate governance. The following committees, with the members listed beside them, were active in the reporting year:

Presidential and Personnel Committee: Michael Behrendt (Chairman), Felix Albrecht (from 16 February), Turqi Alnowaiser, Karl Gernandt, Peter Graeser (from 16 February), Sabine Nieswand (from 16 February), Dr Isabella Niklas, José Francisco Pérez Mackenna, Klaus Schroeter (from 16 February), Maya Schwiegershausen-Güth (from 16 February, until 30 June), Maren Ulbrich (from 18 September).

The Presidential and Personnel Committee met three times in 2024: on 13 March, 18 September and 13 November.

Besides preparing for the Supervisory Board meeting on the same day, on 13 March 2024 the committee discussed the adaptation of the existing competence profile as well as the new appointment of Mr Rolf Habben Jansen, the reappointment of Donya-Florence Amer and the establishment of the integration bonus of the Executive Board members.

In its meetings on 18 September 2024 and 13 November 2024, the Presidential and Personnel Committee dealt with the preparation of the subsequent Supervisory Board meeting.

Audit and Financial Committee: Oscar Hasbún Martínez (Chairman until 30 April), Karl Gernandt (Chairman from 3 May), Sheikh Ali bin Jassim Al-Thani, Annabell Kröger (from 16 February), Silke Lehmköster (from 16 February), Martina Neumann (from 16 February), Dr Isabella Niklas, Klaus Schroeter (from 16 February).

The Audit and Financial Committee met six times in the 2024 financial year: on 12 March, 14 May, 13 August, 5 September, 12 November and 12 December.

In the meeting on 12 March 2024, the discussions centred on issues relating to the annual financial statements, including the external auditors' report on the annual and consolidated financial statements for the 2023 financial year (see also "Annual and consolidated financial statements 2023" in the 2023 annual report). The dependency report was discussed, and a corresponding recommendation to the Supervisory Board was passed (see also "Review of the report by the Executive Board on relationships with affiliated companies" in the 2023 annual report). In addition, the Audit and Financial Committee dealt with the proposal for the selection of the external auditors for the 2024 financial year as well as with investment proposals.

Based on a circular resolution, the Audit and Financial Committee elected Mr Karl Gernandt as Chairman on 3 May 2024.

The second meeting on 14 May 2024 centred on the discussion of the financial report for the first quarter and the first forecast for the 2024 financial year. The internal control system (ICS) was also discussed, and an overview of current acquisition projects was provided.

In the meeting on 13 August 2024, the discussion centred on the half-year financial report and the forecast for the second half of the year. The Audit and Financial Committee also dealt with the planned fleet investments, the hedging transactions within the Group, the report by the Corporate Audit department and the current acquisition projects.

The meeting on 5 September 2024 focused primarily on the planned fleet investments.

In its fifth meeting on 12 November 2024, the focus was on the presented 2025 annual budget, including Hapag-Lloyd AG's business plan. The quarterly financial report for the third quarter, the focal points of the financial statement audit and the risk management system were also discussed.

In its sixth meeting on 12 December 2024, the Audit and Financial Committee discussed the current status of a terminal investment in Italy.

Nomination Committee: Michael Behrendt (Chairman), Turqi Alnowaiser, Karl Gernandt, Dr Isabella Niklas, José Francisco Pérez Mackenna.

The Nomination Committee met on 13 March 2024 and recommended that the Supervisory Board propose re-electing Mr Michael Behrendt to the Supervisory Board at the 2024 Annual General Meeting.

Mediation Committee pursuant to Section 27 (3) of the German Co-Determination Act (MitbestG): Michael Behrendt (Chairman), Sabine Nieswand (from 16 February), José Francisco Pérez Mackenna, Klaus Schroeter (from 16 February).

The Mediation Committee did not meet in the 2024 financial year.

# Training and development measures for members of the Supervisory Board

Members of the Supervisory Board participate in independent training and development measures that are useful for the performance of their tasks; the Company supports them in this.

Informational events are held to present the business model of Hapag-Lloyd AG to new members of the Supervisory Board.

## Personnel changes in the Supervisory Board and the Executive Board

Ms Maren Ulbrich was court-appointed as an employee representative to the Supervisory Board with effect from 14 August 2024, as Ms Schwiegershausen-Güth resigned from the Supervisory Board for personal reasons as at 30 June 2024.

## Corporate governance

The Supervisory Board is committed to the principles of good corporate governance and dealt with them continuously in the 2024 financial year. An essential basis of our corporate governance was the recommendations and suggestions of the German Corporate Governance Code in the version of 28 April 2022 and published in the official section of the Federal Gazette (Bundesanzeiger) on 27 June 2022 (GCGC 2022). Good corporate governance does not preclude deviating from the recommendations of the Code in individual justified aspects. As a listed company, Hapag-Lloyd AG is subject to the obligation to declare, in accordance with Section 161 of the German Stock Corporation Act (AktG), that the recommendations of the GCGC have been and are being complied with or which recommendations have not been or are not being applied and why not (Declaration of Conformity). The Executive Board and Supervisory Board adopted a Declaration of Conformity in March 2024, which is available on the company's website at https:// www.hapag-lloyd.com/en/company/ir/corporate-governance/compliance-statement.html. Further details on corporate governance can be found in the declaration on corporate governance.

The members of the Supervisory Board of Hapag-Lloyd AG are obliged to disclose to the Chairman of the Supervisory Board any conflicts of interest, in particular those that might arise as a result of consulting or board functions with customers, suppliers, lenders or other third parties. In accordance with the recommendation of the GCGC, the Supervisory Board provides information in its report to the Annual General Meeting on any conflicts of interest that have arisen and how they have been dealt with. There were no indications of actual or potential conflicts of interest in the 2024 financial year.

# Audit of the 2024 annual and consolidated financial statements

The Executive Board submitted the annual financial statements, the consolidated financial statements and the combined management report of Hapag-Lloyd AG and the proposal on the appropriation of profits to the Supervisory Board within the specified time.

KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg, audited the annual financial statements as at 31 December 2024 prepared by the Executive Board in accordance with the provisions of the German Commercial Code (HGB), the consolidated financial statements prepared in accordance with Section 315e HGB on the basis of the International Financial Reporting Standards (IFRS), as applicable in the European Union, as well as the combined management report and issued each of them with an unqualified auditor's opinion.

Before the Audit and Financial Committee made a decision on its recommendation to the Supervisory Board regarding the proposal of the external auditors to the Annual General Meeting, the external auditors declared that there were no business, financial, personal or other relationships between the auditors, their corporate bodies and their lead auditors on one side and the Company and the members of its corporate bodies on the other side that could raise doubts about the auditors' independence. This declaration also disclosed the extent to which other services had been provided to the Company in the previous financial year or contractually agreed for the following year. Within this context, the Audit and Financial Committee verified and confirmed that the required independence exists. The Supervisory Board was informed of the result of this verification process before making its decision on the proposal of the external auditors to the Annual General Meeting.

The audit engagement for the annual financial statements of the Company and the Group was awarded by the Chairman of the Supervisory Board's Audit and Financial Committee in accordance with the resolution of the Annual General Meeting on 30 April 2024.

The documents relating to the annual and consolidated financial statements and the appropriation of retained earnings were examined and discussed at length at the meeting of the Audit and Financial Committee on 18 March 2025 in preparation for the audit and the handling of these documents by the Supervisory Board in the presence of the external auditors, who gave an account of the results of their audit, and in the presence of the Executive Board; this included questions to the external auditors regarding the manner and scope of the audit as well as the audit result. As a result, the Audit and Financial Committee was convinced of the correctness of the audit and the audit report. In particular, it was also satisfied that the audit report - as well as the audit performed by the external auditors themselves - complied with all legal requirements. Within this context, the external auditors also confirmed to the Audit and Financial Committee that no circumstances existed which would lead to concerns about their impartiality.

Furthermore, the Audit and Financial Committee obtained a report from the external auditors on the audit of the risk early-warning system. The external auditors stated that the Executive Board has appropriately implemented the measures required under Section 91 (2) of the German Stock Corporation Act (AktG), in particular regarding the establishment of a monitoring system, and that the monitoring system is suitable in all material respects to provide reasonable assurance about the early identification of developments that may affect the Company's ability to continue as a going concern. The Audit and Financial Committee agrees with this assessment. The Audit and Financial Committee made a recommendation to the Supervisory Board to acknowledge and approve the result of the audit performed by the external auditors, and since it had no objections of its own to the documents for the annual financial statements and consolidated financial statements along with the combined management report submitted by the Executive Board, to approve the annual financial statements, the consolidated financial statements and the combined management report.

The aforementioned financial statement documents, the Executive Board's proposal on the appropriation of retained earnings and the audit reports of the external auditors were provided to all members of the Supervisory Board in time to prepare for the Supervisory Board's meeting on 18 March 2025.

In its meeting on 19 March 2025, the Supervisory Board discussed the result of the audit performed by the external auditors and the recommendation of the Audit and Financial Committee and conducted its own in-depth review of them after the Executive Board had explained the documents submitted. This meeting was also attended by the external auditors, who reported on the main results of their audit and answered questions from the Supervisory Board about the manner and scope of the audit and the audit results. The discussion also included the risk early-warning system. The Supervisory Board agrees with the Audit and Financial Committee's understanding of the effectiveness of this system. It also obtained a report from the Audit and Financial Committee on its monitoring of the external auditors' independence, taking into account the non-audit services provided, and its assessment that the external auditors continue to have the necessary independence. The Supervisory Board fully observed its increased monitoring duties, in particular with regard to the independence of the external auditors, using its corresponding guideline for the approval of non-auditing services provided by the external auditors.

The Supervisory Board was satisfied that the external auditors had correctly performed the audit and that both the audit and the audit reports complied with the legal requirements. Following its own thorough review of the annual financial statements, the consolidated financial statements and the combined management report (including the declaration on corporate governance), the Supervisory Board declares that it has no objections to the annual financial statements and consolidated financial statements or the combined management report. Following the recommendation of the Audit and Financial Committee, the Supervisory Board acknowledged and agreed with the external auditors' findings. The Supervisory Board therefore approved the annual financial statements and the consolidated financial statements in its meeting on 19 March 2025.

The annual financial statements of Hapag-Lloyd AG have thereby been adopted. The Supervisory Board agrees with the Executive Board's assessment of the state of the Company and the Group as expressed in the combined management report. The Supervisory Board discussed the Executive Board's proposal on the appropriation of retained earnings, which includes a dividend of EUR 8.20 per dividend-eligible share, from the perspectives of the dividend policy and the shareholders' interests. The remaining retained earnings of EUR 12,429.9 million will be carried forward to the subsequent year. The Supervisory Board concurred with the Executive Board's proposal on the appropriation of retained earnings on 19 March 2025.

# Review of the Executive Board report on relationships with affiliates

The Executive Board submitted its report on relationships with affiliated companies in the 2024 financial year (dependency report) to the Supervisory Board in a timely manner.

The external auditors audited the dependency report and issued the following unqualified auditor's opinion:
"Following our mandatory audit and assessment, we hereby confirm that:

1. the actual disclosures in this report are accurate
2. the payments made by the Company for the legal transactions detailed in the report were not unreasonably high."

The audit report of the external auditors was also submitted to the Supervisory Board. The dependency report and the corresponding audit report were sent to all members of the Supervisory Board in a timely manner to enable them to prepare for the discussions in the Supervisory Board meeting on 19 March 2025.

In preparation for the Supervisory Board's review and decision-making process, the Audit and Financial Committee assessed the aforementioned documents in detail. The members of the Executive Board explained the dependency report to the Audit and Financial Committee in detail in its meeting on 18 March 2025. They also answered questions from committee members. The meeting was also attended by the external auditors, who reported on their audit, in particular their audit focal points and the main results of their audit and explained their audit report. The members of the Audit and Financial Committee took note of the audit report and the auditor's opinion, critically examined them, and discussed these documents as well as the audit itself with the external auditors. This included questions about the manner and scope of the audit and the audit results. Consequently, the Audit and Financial Committee was able to satisfy itself of the correctness of the audit and the audit report. In particular, it was satisfied that the audit report - as well as the audit performed by the external auditors themselves - complied with all legal requirements. The Audit and Financial Committee made a recommendation to the Supervisory Board to approve the result of the audit performed by the external auditors, and since it had no objections to the Executive Board's statement on the dependency report, to decide on a corresponding assessment.

The Supervisory Board performed the final review in its meeting on 19 March 2025, taking into consideration the resolution and recommendation of the Audit and Financial Committee as well as the audit report of the external auditors. The Executive Board explained the dependency report in this meeting and answered questions from Supervisory Board members. The external auditors also attended this meeting, reported on their audit of the dependency report and their main audit results, explained their audit report, and answered questions from Supervisory Board members, in particular regarding the manner and scope of the dependency report audit and the audit results. Based on this, the Supervisory Board reviewed the legal transactions detailed in the report on the relationships with affiliates to determine whether the payments made by the Company were not unreasonably high in consideration of the circumstances that were known at the time they were made or whether disadvantages had been offset. To enable this, the Supervisory Board obtained an explanation of the most important legal transactions, which formed the basis for the payments made by the Company and the services received in return. In doing so, and on the basis of the report provided by the Audit and Financial Committee, the Supervisory Board was convinced of the correctness of the dependency report audit and the audit report. In particular, it was satisfied that the audit report - as well as the audit performed by the external auditors themselves - complied with all legal requirements. The Supervisory Board reviewed the dependency report with regard to its accuracy in particular and also verified that the affiliates were identified with the necessary diligence and that all precautions necessary for recording legal transactions and measures which are subject to reporting requirements were taken. This review did not identify any reasons for objections to the dependency report. Following the recommendation of the Audit and Financial Committee, the Supervisory Board agreed with the result of the dependency report audit by the external auditors. Based on the final results of the Supervisory Board's own review of the dependency report, there are no objections to the Executive Board's statement on the dependency report.

The Supervisory Board thus performed its own review of the Executive Board's dependency report and the external auditors' audit report.

# Audit of the combined non-financial statement 2024

The Executive Board submitted the non-financial statement of Hapag-Lloyd AG and the Group for the 2024 financial year (hereinafter referred to as the "combined non-financial statement") contained in the combined management report 2024 to the members of the Supervisory Board in good time for them to prepare their own audit. The statement supplements the financial reporting by requirements of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 (Corporate Sustainability Reporting Directive, CSRD) and Article 8 of Regulation (EU) 2020/852 (hereinafter the "EU Taxonomy") as well as Sections 315b and 315c in conjunction with 289b to 289e of the German Commercial Code (HGB)

The Supervisory Board commissioned an external audit of the content of the combined nonfinancial statement within the context of obtaining limited assurance. KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg, performed an external audit of the combined non-financial statement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised) within the context of providing limited assurance and issued an unqualified auditor's opinion. After conducting its own independent review of the combined non-financial statement, the Supervisory Board raised no objections.

In its meeting on 19 March 2025, the Supervisory Board addressed the result of the audit of the combined non-financial statement and conducted its own in-depth review of it after the Executive Board had explained the documents submitted and in the presence of the auditors, who gave an account of the results of their audit. Consequently, the Supervisory Board was able to satisfy itself of the correctness of the audit and the audit opinion. It thus acknowledged and agreed with the auditors' findings and adopted the combined non-financial statement in its meeting on 19 March 2025.

# Acknowledgement

The Supervisory Board would like to express its sincere thanks to the employees and the Executive Board of the Hapag-Lloyd Group for their great personal commitment and their very successful work over the last financial year.

## Adoption of the report

The Supervisory Board adopted this report by a resolution on 19 March 2025 in accordance with Section 171 (2) AktG.

Hamburg, 19 March 2025

For the Supervisory Board

## Michael Behrendt

(Chairman of the Supervisory Board)

# Comblined management



BASIC PRINCIPLES OF THE GROUP
Operating activities
Group structure
Business and competitive environment
Corporate management
Principles and performance indicators
Research and development
Employees
Shareholder structure and dividend

ECONOMIC REPORT
General economic conditions
Sector-specific conditions
Earnings, financial and net asset position
Group earnings position
Group financial position
Group net asset position
Accuracy of forecast
Executive board's statement on overall economic performance

OUTLOOK-, RISK- AND OPPORTUNITY REPORT
Outlook
Risk and opportunity report

DECLARATION ON CORPORATE GOVERNANCE
Principles of corporate governance and corporate structure
Information on corporate management and corporate governance

OTHER MANDATORY DISCLOSURES
Disclosures and notes relevant to the takeover

SUSTAINABILITY STATEMENT
1. General Information (ESRS 2)
2. Environmental Information
3. Social Information
4. Governance Information
5. Annexes to the sustainability statement

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS OF HAPAG-LLOYD AG
General principles/preliminary remarks
Economic report
Outlook, risk and opportunity report
Report by the executive board on relationships with affiliated companies

# BASIC PRINCIPLES OF THE GROUP

The management report of Hapag-Lloyd AG and the Group management report have been combined in accordance with Section 315 (5) in conjunction with Section 298 (2) of the German Commercial Code (HGB). The disclosures specific to Hapag-Lloyd AG are presented in the chapter "Notes to the individual financial statements of Hapag-Lloyd AG (German Commercial Code (HGB))".

## OPERATING ACTIVITIES

The Hapag-Lloyd Group is one of the world's leading container liner shipping companies. The Group's core business encompasses the shipping of containers from port to port using both owned and chartered vessels as well as the associated hinterland transport from door to door. In addition, Hapag-Lloyd has continuously expanded its activities in the terminal sector in recent years. Since the acquisition of SAAM Ports S.A. and SAAM Logistics S.A. and the associated real estate portfolio (together SAAM Terminals) in August 2023, the business activities have been divided into the Liner Shipping and Terminal\&Infrastructure segments.

## Liner Shipping segment

As at 31 December 2024, Hapag-Lloyd's fleet consisted of 299 container vessels (31 December 2023: 266) with a transport capacity of 2.3 million TEU (31 December 2023: 2.0 million TEU). The segment has 397 sales offices in 139 countries ( 31 December 2023: 403 sales offices in 140 countries) and offers its customers access to a network of 113 services ( 31 December 2023: 113 services) worldwide. In the 2024 financial year, the segment served approximately 29,200 customers around the world (2023: approximately 30,900).

Network of Hapag-Lloyd services

# Terminal \& Infrastructure segment

Hapag-Lloyd is the majority owner of five seaport terminals in the USA and Latin America. In addition, Hapag-Lloyd has holdings in terminals in Latin America, Europe, North Africa and India. Along with the terminal activities, complementary logistics services are offered at some locations. With effect from 1 July 2024, the business unit operates under the brand name Hanseatic Global Terminals.

Hapag-Lloyd terminals and terminal holdings

## Functional currency of the Group

The Hapag-Lloyd Group operates in an international business environment. Transactions are invoiced mainly in US dollars and payment procedures are handled in US dollars. This relates not only to operating business transactions, but also to investment activities and the corresponding financing of investments. The functional currency of the Hapag-Lloyd is therefore the US dollar. The reporting currency of the consolidated financial statements of Hapag-Lloyd AG is, however, the euro.

# GROUP STRUCTURE

Hapag-Lloyd AG is the parent company of the Hapag-Lloyd Group and also the largest single operating company within the Group. In terms of operations, the Group structure of Hapag-Lloyd AG as at 1 January 2024 is as follows:

The organisational structures of all six regions in the Liner Shipping segment are identical. The "blueprint organisational structure", used together with a uniform IT system that covers the entire transport chain, allows for standardised exchange of information between head office and the regions.

The Group's terminal activities were combined into the new Terminal \& Infrastructure segment in the third quarter of 2023 and are managed by Hapag-Lloyd Terminal Holding, which is based in Rotterdam. Since 1 January 2024, Dheeraj Bhatia has been responsible for the segment as a member of Hapag-Lloyd AG's Executive Board.

## BUSINESS AND COMPETITIVE ENVIRONMENT

## Liner Shipping segment

The liner shipping industry is essentially dominated by ten large container liner shipping companies that operate globally and have a combined market share of approximately $85 \%$ of the world's total capacity (31 December 2023: approximately 85\%). In addition, there are also a large number of medium-sized and small competitors that specialise primarily in intra-continental routes.

Fleet capacity and market share of the top container liner shipping companies in TTEU in 2024

Source: Drewry Q4 2024, MD5 Transmodal, Januar 2025

Vessel sharing agreements and alliances are an important part of container liner shipping, as they enable a more comprehensive range of liner services and help to reduce unit costs and greenhouse gas emissions through better capacity utilisation. Until 31 January 2025, Hapag-Lloyd worked together with ONE, HMM and Yang Ming on the central East-West trades as part of "THE Alliance". From 1 February 2025, this partnership was replaced by the "Gemini Cooperation", in which Hapag-Lloyd now cooperates with Maersk on the major East-West trades.

Following the dissolution of the "2M Alliance", consisting of the market leaders MSC and Maersk, on 31 January 2025, there are two other major alliances: the "Ocean Alliance", which comprises CMA CGM, COSCO (including its subsidiary OOIL) and Evergreen, and the "Premier Alliance" of ONE, HMM and Yang Ming, which was founded out of "THE Alliance".

# Terminal \& Infrastructure segment

Through their globally active terminal companies, such as China COSCO Shipping, APM Terminals (Maersk) or TIL (MSC), the largest container liner shipping companies are also among the largest operators of container terminals. There are also a few large, global terminal operators such as PSA International, Hutchinson Ports and DP World, as well as a large number of smaller private and state-owned providers, most of which are only active in one country or on one continent.

The demand for container transport and therefore container handling at the terminals is heavily dependent on the performance of the global economy and global trade, as well as the import and export market in the relevant hinterland. The competitive position of the individual terminals is furthermore affected by a range of local factors, such as the number of competitors in the region, the depth of the port basin and access, the distance to the main recipients of the goods transported, and the quality of the hinterland connections by rail, road and inland waterways.

## Regulatory framework

Hapag-Lloyd's business is subject to multiple international and country-specific regulatory and legal provisions. In order to engage in business operations, it is necessary to have authorisations, licences and certificates.

## Liner Shipping segment

With regard to liner shipping, compliance with the ISM Code (International Safety Management), which regulates the measures required for ensuring safe ship operations, the ISPS Code (International Ship and Port Facility Security) and the MLC (Maritime Labour Convention) must be given particular emphasis. The ISPS stipulates what measures are to be taken to prevent hazards on board vessels and in ports, thereby contributing to supply chain security. The MLC sets out basic employment and social rights of marine personnel. There are also numerous country-specific rules, such as "advance manifest rules", which stipulate certain disclosure obligations in relation to the vessel's cargo. Compliance with international regulations and provisions, such as embargo and sanctions regulations, is a basic requirement for the provision of services.

The business is also subject to a large number of national and international environmental regulations, in particular to protect the oceans and reduce greenhouse gases. The most important new regulations include the energy efficiency regulations that have been in force worldwide since 2023, which provide for a continuous reduction in the $\mathrm{CO}_{2}$ intensity of commercial ships (Carbon Intensity Indicator). The EU has also decided to gradually include commercial shipping in the European Emissions Trading System (ETS) between 2024 and 2026. This covers greenhouse gas emissions from voyages within the European Economic Area (EEA) and 50\% of the distance between an EEA port and a non-EEA port. In 2025, the FuelEU Maritime Regulation also came into force, which stipulates a continuous reduction in the greenhouse gas intensity of the fuels used by ships calling at EU ports.

In order to sustainably reduce $\mathrm{CO}_{2} \mathrm{e}$ emissions, Hapag-Lloyd has therefore initiated measures that lead to a reduction in fuel consumption. These include the use of new, efficient vessels, the modernisation of the existing fleet through technical measures and the increase of network efficiencies, for example by reducing the vessel speeds. In addition, the proportion of low- $\mathrm{CO}_{2} \mathrm{e}$ or carbon-neutral fuels is to be gradually increased.

# Terminal \& Infrastructure segment

The relevant legal framework and regulations for container terminals are often made at a national or even local level. An important exception to this is the ISPS Code (International Ship and Port Facility Security), which is also applicable to international shipping and which regulates the measures needed to organise a safe and secure maritime transport chain.

In the individual countries where the terminals are located, there are legal frameworks whose purpose is to regulate the industry, promote investment and ensure the productivity and competitiveness of the sector. An important aspect here is the concession system for private operators that exists in many countries. Under this system, the terminals operate based on the landlord model, as it is called, whereby the port, the port administration or the state is the owner of the port areas and takes charge of the construction, development and maintenance of the infrastructure. The private terminal operators, on the other hand, are responsible for the development and maintenance of the suprastructure (buildings and facilities). Port and state authorities oversee the concessionaires, particularly in matters of free competition and non-discriminatory access to the terminals for shipping companies. Other important legal requirements pertain to workplace safety as well as environmental and climate protection.

## CORPORATE MANAGEMENT

## Key performance indicators

The financial key performance indicators for the Group as well as for both segments are EBITDA and EBIT. While EBIT is an important indicator for measuring sustainable earnings, EBITDA is an important indicator for measuring gross cash flows and is also used as an important key performance indicator for investment and financial decisions.

Earnings before interest, taxes, depreciation and amortisation (EBITDA) are calculated by adding the revenue, the other operating income, the earnings from companies accounted for using the equity method and earnings from investments and securities generated within a certain period less operating expenses, not including depreciation and amortisation. To calculate earnings before interest and taxes (EBIT), EBITDA is adjusted for depreciation and amortisation.

The main factors influencing the development of operating earnings are the transport volume and freight rate in the Liner Shipping segment and the handling volume in the Terminal \&Infrastructure segment, operating costs such as transport and personnel expenses and the US dollar/euro exchange rate.

Freight rates in the Liner Shipping segment can only be controlled to a limited extent due to the strong dependence on market capacity and market demand. The transport volume depends both on the competitive situation in liner shipping and on global economic developments and the resulting demand for transport services. Efficient cost management is therefore a key lever for the important performance indicators EBITDA and EBIT. This is supported by integrated information technology, which provides the necessary data at an early stage to manage, implement and monitor cost-cutting measures. The cost base in liner shipping is significantly influenced by external factors, in particular the development of bunker prices, which correlate closely with the development of crude oil prices and are subject to strong fluctuations. To compensate for these costs, a bunker surcharge is usually levied on the freight rate. However, the enforceability of such surcharges depends on the respective market situation. The risk of bunker price fluctuations is only hedged using derivatives in exceptional cases. No such hedging transactions were carried out in the 2024 financial year. Due to the global nature of operating business activities, exchange rate fluctuations also have a significant impact on the level of costs.

# PRINCIPLES AND PERFORMANCE INDICATORS

## FINANCIAL PERFORMANCE INDICATORS

The important financial performance indicators for the Hapag-Lloyd Group and the segments are EBITDA and EBIT. The development of the financial performance indicators in the 2024 financial year is presented in the section "Group earnings position and earnings position in the segments".

## Return on invested capital

Hapag-Lloyd aims to be profitable throughout the entire economic cycle, i. e., to achieve a return on invested capital that is at least equal to the company's weighted average cost of capital. For this reason, return on invested capital (ROIC) is used as an additional strategic performance indicator.

ROIC compares net operating profit after tax (NOPAT), defined as EBIT less related taxes, with the average invested capital for the reporting period. To facilitate comparison with other international shipping and terminal companies, the return on invested capital is calculated and presented exclusively on the basis of the functional currency, the US dollar.

Calculation of return on invested capital on a Group basis

| | million EUR | | million USD | |
| :--: | :--: | :--: | :--: | :--: |
| | 2024 | $\begin{gathered} 2023 \\ \text { (adjusted) } \end{gathered}$ | 2024 | $\begin{gathered} 2023 \\ \text { (adjusted) } \end{gathered}$ |
| Non-current assets ${ }^{1}$ | 22,588.3 | 18,758.8 | 23,477.2 | 20,777.8 |
| Inventory | 630.6 | 454.3 | 655.4 | 503.2 |
| Accounts receivables | 2,447.1 | 1,657.0 | 2,543.4 | 1,835.4 |
| Other current assets ${ }^{1}$ | 432.6 | 468.8 | 449.7 | 519.2 |
| Assets | 26,098.7 | 21,338.9 | 27,125.7 | 23,635.6 |
| Provisions | 1,795.3 | 1,447.2 | 1,865.9 | 1,603.0 |
| Accounts payable | 2,765.9 | 2,487.4 | 2,874.8 | 2,755.2 |
| Other liabilities | 1,724.4 | 1,233.1 | 1,792.3 | 1,365.5 |
| Liabilities | 6,285.6 | 5,167.7 | 6,533.0 | 5,723.7 |
| Invested Capital | | | | |
| at end of period | 19,813.1 | 16,171.2 | 20,592.7 | 17,912.0 |
| at beginning of period | 16,171.2 | 15,324.0 | 17,912.0 | 16,358.4 |
| Average Invested Capital | 17,992.1 | 15,747.6 | 19,252.4 | 17,135.2 |
| EBIT | 2,577.5 | 2,529.2 | 2,788.1 | 2,735.3 |
| Income Taxes (EBIT related) ${ }^{2}$ | 70.3 | 58.2 | 76.0 | 63.0 |
| Net Operating Profit after Tax (NOPAT) | 2,507.2 | 2,471.0 | 2,712.1 | 2,672.3 |
| Return on Invested Capital <br> (ROIC, annualised, in \%) | | | 14.1 | 15.6 |

1 Excluding interest-bearing assets
2 Excluding taxes related to income from interest-bearing assets

* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

The return on invested capital (ROIC) in the 2024 financial year was 14.1\%, following 15.6\% in 2023. The return on invested capital was therefore once again significantly higher than the average cost of capital after income taxes of 9.6\% (31 December 2023: 9.4\%) ${ }^{1}$. The increase in the weighted cost of capital can be attributed to an increase in the average equity ratio of the liner shipping peer group companies.

# NON-FINANCIAL PRINCIPLES

The non-financial principles listed below provide important information for understanding Hapag-Lloyd as a liner shipping company and terminal operator, but are not used by the Company as performance indicators.

## Fleet and capacity development

As at 31 December 2024, Hapag-Lloyd's fleet comprised a total of 299 container vessels (31 December 2023: 266). All of the vessels are certified in accordance with the ISM (International Safety Management) Code and have a valid ISSC (ISPS) certificate. The majority of the vessels are certified as per ISO 9001 (quality management) and ISO 14001 (environmental management).

[^0]
[^0]: 1 The cost of capital corresponds to the estimated weighted average cost of capital for the liner shipping industry.

The TEU capacity of the entire Hapag-Lloyd fleet as at 31 December 2024 was 2,346 TTEU and is thus 19\% higher than as at 31 December 2023 (1,972 TTEU). Based on the TEU capacities, $58 \%$ of the fleet was owned by the Group as at 31 December 2024 (31 December 2023: 61\%). In the 2024 financial year, seven newbuilds with a total capacity of 145 TTEU were commissioned, including five 23.664 TEU vessels with a high-pressure dual-fuel engine that can run on both LNG and conventional fuel. As at 31 December 2024, Hapag-Lloyd operated a total of nine vessels with high-pressure dual-fuel engines.

In the 2024 financial year, Hapag-Lloyd signed two orders for the construction of a total of 24 container vessels with a total capacity of 312 TTEU, which are to be delivered between 2027 and 2029. Together with previous orders, Hapag-Lloyd's order book as at 31 December 2024 comprises 28 newbuilds with a total capacity of 407 TTEU.

The capacity-weighted average age of Hapag-Lloyd's total vessel fleet remained unchanged at 11 years as of 31 December 2024 (31 December 2023: 11 years), in line with the average age of the ten largest container liner shipping companies.

In the 2024 financial year, the Hapag-Lloyd fleet's bunker consumption totalled 4.7 million tonnes, $18.9 \%$ above the previous year's level (prior year period: 4.0 million tonnes). The increase in bunker consumption is due in particular to the tense security situation in the Red Sea and the resulting need to reroute vessels around the Cape of Good Hope. In addition, the increased transport volume also led to higher consumption. Bunker consumption per TEU transported increased by $13.5 \%$ from 0.33 tonnes per TEU in 2023 to 0.38 tonnes in 2024. Compared to the reference year 2009, bunker consumption per TEU was reduced by $37 \%$.

To reduce $\mathrm{CO}_{2}$ emissions and increase slot capacity, Hapag-Lloyd initiated a fleet upgrade programme for its existing fleet in 2022. Since then, 109 vessels have been modernised.

As at 31 December 2024, Hapag-Lloyd owned and rented 2.1 million containers (31 December 2023: 1.7 million) with a capacity of 3.7 million TEU (31 December 2023: 3.0 million TEU) for shipping cargo. The capacity-weighted share of owned containers as of 31 December 2024 was 65\% (31 December 2023: 60\%). In the 2024 financial year, new containers with a total capacity of 655,100 TEU were ordered.

Hapag-Lloyd's service network comprised 113 services as at 31 December 2024 (31 December 2023: 113 services).

Structure of Hapag-Lloyd's ship and container fleets

| | 31.12 .2024 | 31.12 .2023 | 31.12 .2022 | 31.12 .2021 |
| :--: | :--: | :--: | :--: | :--: |
| Number of vessels | 299 | 266 | 251 | 253 |
| thereof | - | - | - | - |
| Own vessels ${ }^{1}$ | 131 | 123 | 121 | 113 |
| Chartered vessels | 168 | 143 | 130 | 140 |
| Aggregate capacity of vessels (TTEU) | 2,346 | 1,972 | 1,797 | 1,769 |
| Aggregate container capacity (TTEU) | 3,654 | 2,975 | 2,972 | 3,058 |
| Number of services | 113 | 113 | 119 | 126 |

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

# Customers and customer orientation

Hapag-Lloyd's aim in its liner shipping activities is to maintain a diversified customer portfolio consisting of direct customers and freight forwarders, with the latter ensuring a permanent regular supply of cargo volumes. Contractual relationships of up to 36 months generally exist with direct customers. Direct customers allow Hapag-Lloyd to plan the required transport capacity better because of the framework agreements concluded with them. Hapag-Lloyd has a balanced customer base, as demonstrated by the fact that its 50 largest customers represent considerably less than 50\% of its cargo volume. In total, transports were completed for approximately 29,200 customers in the 2024 financial year (prior year period: approximately 30,900 customers).

A breakdown of the goods shipped according to product category shows a relatively balanced distribution. No individual product category accounted for a share of over 12\% during the past financial year (prior year period: 12\%).

Transport volume by product category in 2024

| | Share 2024 | Share 2023 |
| :-- | :--: | :--: |
| Product category | in \% | in \% |
| Plastics \&rubber | 12 | 12 |
| Machinery | 10 | 10 |
| Foodstuff and beverages | 9 | 10 |
| Agricultural products | 9 | 9 |
| Chemicals | 8 | 8 |
| Metals and minerals | 8 | 8 |
| Textiles | 7 | 7 |
| Paper and forest products | 7 | 6 |
| Automotive | 6 | 6 |
| Furniture | 6 | 5 |
| Electronics | 5 | 5 |
| Other products | 14 | 13 |
| Total | $\mathbf{1 0 0}$ | $\mathbf{1 0 0}$ |

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

Customers in the Terminal \&Infrastructure segment are primarily the globally operating container shipping companies as well as large importers and exporters. Hapag-Lloyd's Liner Shipping segment is therefore one of the biggest customers of the Terminal \&Infrastructure segment.

# RESEARCH AND DEVELOPMENT

Hapag-Lloyd's development activities focus on the liner shipping segment and can be divided into the areas of IT\&digitalisation, ship technology and the testing of new fuels and propulsion technologies as part of the decarbonisation strategy. The Fleet Innovation \& Technology department is responsible for the development and implementation of efficiency-enhancing technical solutions, such as new propeller designs, for the fleet. In addition, the use of new fuels and propulsion technologies to reduce $\mathrm{CO}_{2} \mathrm{e}$ emissions is being tested in coordination with the Sustainability department. The comprehensive approach to continuously improving the carbon footprint for the fulfilment of the transport task also includes increasing loading capacities and flexibility in stowing and handling cargo.

Digital transformation is a strategic priority for Hapag-Lloyd and runs through all business areas. The IT department works closely with other specialist departments to develop integrated solutions using modern technologies such as artificial intelligence, robotic process automation and the cloud, right through to the use of blockchain platforms. The necessary capacity and expertise are being continuously expanded at the IT sites in Hamburg, Gdansk and Chennai as well as with partners. With the majority of the reefer container fleet already equipped with remote monitoring technology, Hapag-Lloyd began equipping all standard containers with GPS tracking devices in 2022. As at 31 December 2024, around 1.7 million of the approximately 1.9 standard and special containers were equipped with tracking devices. The tracking devices are capable of transmitting container data in real time, making the supply chain more transparent and efficient. They can provide GPS-based location data, measure the ambient temperature and monitor sudden shocks to the container.

## EMPLOYEES

As at 31 December 2024, the Hapag-Lloyd Group employed a total of 16,905 people (31 December 2023: 16,295). The Liner Shipping segment accounted for 13,988 of these employees (31 December 2023: 13,426). The increase in the Liner Shipping segment is mainly due to the expansion of hinterland transport and customer service. The Terminal \&Infrastructure segment employed 2,917 people (31 December 2023: 2,869).

Number of employees

| | $31.12 .2024$ | 31.12 .2023 |
| :-- | --: | --: |
| Liner Shipping | 13,988 | 13,426 |
| thereof land-based personnel | 12,638 | 12,121 |
| thereof marine personnel | 1,350 | 1,305 |
| Terminal \&Infrastructure | 2,917 | 2,869 |
| Total | $\mathbf{1 6 , 9 0 5}$ | $\mathbf{1 6 , 2 9 5}$ |

# SHAREHOLDER STRUCTURE AND DIVIDEND

## Shareholder structure of Hapag-Lloyd AG

The shareholder structure of Hapag-Lloyd AG is dominated by its five major shareholders, which hold $96.4 \%$ of the company's share capital between them. As at 31 December 2024, the shareholder structure of Hapag-Lloyd AG was unchanged compared to 31 December 2023:

| in \% | 31.12 .2024 |
| :-- | --: |
| Kühne Holding AG and Kühne Maritime GmbH | 30.0 |
| CSAV Germany Container Holding GmbH | 30.0 |
| HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH | 13.9 |
| Qatar Holding Germany GmbH | 12.3 |
| Public Investment Fund of the Kingdom of Saudi Arabia | 10.2 |
| Free float | 3.6 |
| Total | $\mathbf{1 0 0 . 0}$ |

The shareholders CSAV, Kühne Maritime GmbH and HGV have agreed in a shareholders' agreement valid until 31 December 2026 to exercise their voting rights in the shares of Hapag-Lloyd AG by granting a joint voting proxy. In the past financial year, CSAV and Kühne Maritime GmbH extended the shareholders' agreement bilaterally until 31 December 2030.

## Dividend policy and dividend proposal

Hapag-Lloyd aims to distribute a dividend of at least 30\% of the Group's profit for the year as far as legally and financially possible. Hapag-Lloyd AG's retained earnings under German commercial law form the basis for determining the distribution of dividends. Under German law, the Annual General Meeting decides how the retained earnings are to be used. For the 2024 financial year, the Executive Board and Supervisory Board of Hapag-Lloyd AG propose to the Annual General Meeting that a dividend of EUR 8.20 per share be paid (previous year: EUR 9.25 per share). This represents a distribution ratio in relation to Group profits of approximately 60\% (previous year: approximately 55\%).

# ECONOMIC REPORT

## GENERAL ECONOMIC CONDITIONS

The rate of global economic growth and the development of world trade are of great importance for the demand for container transport and terminal services.

In 2024, the global economy recorded growth of $3.2 \%$, slightly below the previous year's $3.3 \%$ and still below the historical average of $3.7 \%$ (2000-2019). The decline in inflation in many countries gave central banks room for manoeuvre for monetary easing, which supported economic growth. China's economic output grew by $5.0 \%$. Higher exports also contributed to this, increasing by $7.1 \%$, while imports rose by $2.3 \%$ (National Bureau of Statistics of China, January 2025). The main buyers of Chinese goods are primarily the USA and Europe. At 2.8\%, economic growth in the USA in 2024 was almost on a par with the previous year (2023: 2.9\%). Growth was driven by private consumption and higher government spending. Imports of goods rose by $4.9 \%$ (previous year: $\sim 1.8 \%$ ) and exports by $2.2 \%$ (previous year: $2.3 \%$ ).

With growth of $0.8 \%$, the European Union once again recorded only moderate economic growth (previous year: $0.4 \%$ ), primarily due to the ongoing recession in Germany. Exports of goods from the EU rose by $1.1 \%$ in 2024 compared to the previous year, while imports fell by $3.5 \%$. The latter is also due to more favourable energy prices (Eurostat, February 2025).

Due to the tensions in the Middle East, crude oil and bunker prices rose in the first five months of 2024, but then fell again due to lower demand for energy resources. The price of Brent crude oil was quoted at USD 74.64 per barrel as at 31 December 2024, 3.1\% below the 2023 year-end price of USD 77.04 per barrel. Low sulphur bunker (MFO 0.5\%, FOB Rotterdam) was quoted at USD 504/t as at 31 December 2024, 3.7\% lower than the 2023 year-end price of USD 523/t (S\&P Global Commodity Insights, Bloomberg).

## SECTOR-SPECIFIC CONDITIONS

The Liner Shipping and Terminal \&Infrastructure segments are both fundamentally affected by the same economic developments, in particular in international trade.

The global container transport volume increased by $6.2 \%$ in 2024 compared to the same period of the previous year (CTS, February 2025). Exports from the Far East in particular recorded significant growth. Transport volumes in the major trade lanes from the Far East to North America increased by $15.0 \%$ and from the Far East to Europe by $8.3 \%$. Transport volumes between Europe and North America increased by $5.2 \%$, while exports from Europe to Asia declined.

Monthly global container transport volumes (in million TEU)

Source: CTS, February 2025

The Shanghai Containerized Freight Index (SCFI), which tracks spot freight rate developments on the main trade routes from Shanghai, was significantly higher in 2024 than in the previous year. At the end of December 2024, the index stood at USD 2,460/TEU (previous year: USD 1,760/TEU). This development is due in particular to a rebound in demand coupled with a shortage of shipping capacity. Due to the tense security situation in the Red Sea, many container shipping companies rerouted their vessels around the Cape of Good Hope in the past financial year. The longer voyage times led to a reduction in the effectively available transport capacity and to higher transport costs.

Development of the Shanghai Containerized Freight Index (in USD/TEU)

Source: Shanghai Shipping Exchange, January 2025

# EARNINGS, FINANCIAL AND NET ASSET POSITION

GROUP EARNINGS POSITION

## Business performance of Hapag-Lloyd Group

In the 2024 financial year, Hapag-Lloyd's transport volume increased slightly, mainly due to increasing market demand and the transport capacity provided. By contrast, the average freight rate in the reporting year was at the previous year's level. This had a correspondingly positive effect on the Group's revenue and operating earnings performance in the 2024 financial year.

Consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to EUR 4,649.2 million in the reporting period, up from EUR 4,460.9 million in the prior year period. Consolidated earnings before interest and taxes (EBIT) also increased to EUR 2,577.5 million (prior year period*: EUR 2,529.2 million). At EUR 2,392.1 million, however, the Group's net profit was down on the prior year result* of EUR 2,948.6 million.

Consolidated income statement

| million EUR | 1.1.-31.12.2024 | 1.1.-31.12.2023 (adjusted) * |
| :--: | :--: | :--: |
| Revenue | 19,111.8 | 17,929.5 |
| Transport - and terminal expenses | 12,865.4 | 11,928.9 |
| Personnel expenses | 1,154.4 | 1,029.7 |
| Depreciation, amortisation and impairment | 2,071.7 | 1,931.8 |
| Other operating result | $-441.8$ | $-526.2$ |
| Operating result | 2,578.5 | 2,513.0 |
| Share of profit of equity-accounted investees | 0.2 | 13.9 |
| Result from investments | $-1.2$ | 2.2 |
| Earnings before interest and taxes (EBIT) | 2,577.5 | 2,529.2 |
| Interest result and other financial result | 53.7 | 351.5 |
| Other financial items | $-9.3$ | 151.6 |
| Income taxes | 229.8 | 83.7 |
| Group profit/loss | 2,392.1 | 2,948.6 |
| thereof profit/loss attributable to shareholders of Hapag-Lloyd AG | 2,385.5 | 2,934.3 |
| thereof profit/loss attributable to non-controlling interests | 6.6 | 14.2 |
| Basic/diluted earnings per share (in EUR) | 13.57 | 16.70 |
| EBITDA | 4,649.2 | 4,460.9 |
| EBITDA margin (\%) | 24.3 | 24.9 |
| EBIT | 2,577.5 | 2,529.2 |
| EBIT margin (\%) | 13.5 | 14.1 |

[^0]
[^0]: * The comparative information has been marginally adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

# Revenue in the Group

The Hapag-Lloyd Group's revenue rose by EUR 1,182.2 million to EUR 19,111.8 million (prior year period: EUR 17,929.5 million) in the 2024 financial year, representing an increase of 6.6\%. This development was mainly due to the increased demand for container transportation and the associated rise in transport volumes.

## Operating expenses in the Group

In the 2024 financial year, transport and terminal expenses increased by EUR 936.5 million to EUR 12,865.4 million (prior year period: EUR 11,928.9 million). This corresponds to an increase of $7.9 \%$. Further information on transport and terminal expenses can be found in the section "Earnings position in the segments".

Personnel expenses rose by EUR 124.7 million to EUR 1,154.4 million in the 2024 financial year (prior year period: EUR 1,029.7 million). The increase is mainly due to the higher expenses for the employees taken over as a result of the acquisition of the SAAM Terminals companies in the third quarter of the previous year. In addition, salary increases contributed to the increase.

In the 2024 financial year, depreciation and amortisation amounted to EUR 2,071.7 million, an increase of EUR 139.9 million over the previous year (prior year period*: EUR 1,931.8 million). The increase is mainly due to additional depreciation for acquired vessels and containers and to the addition of depreciation resulting from the acquisition of SAAM Terminals in the previous year. The scheduled depreciation of the rights of use for leased assets (mainly vessels and containers) led to depreciation of EUR 1,081.9 million (prior year period*: EUR 1,036.3 million).

## Other operating result

The other operating result of EUR -441.8 million (prior year period: EUR -526.2 million) comprises net other operating expenses and income. Other operating expenses amounted to EUR 621.0 million (prior year period: EUR 638.9 million) in the 2024 financial year. The main expenses related to IT and communication costs (EUR 290.2 million; prior year period: EUR 282.4 million), expenses for fees, charges, consulting and expert opinions (EUR 65.2 million; prior year period: EUR 114.6 million), office and administrative costs (EUR 47.9 million; prior year period: EUR 50.2 million) and expenses for training and other personnel costs (EUR 37.1 million; prior year period: EUR 47.6 million).

## Interest result and other financial result

In the 2024 financial year, the interest result and other financial result amounted to EUR 53.7 million (prior year period: EUR 351.5 million). The decline in interest income and other financial income to EUR 370.5 million (prior year period: EUR 593.8 million) was mainly due to the lower volume of money market transactions. Money market transactions generated interest income of EUR 230.7 million (prior year period: EUR 508.5 million). Interest income from the financial instruments of the special fund "HLAG Performance Express" amounted to EUR 70.5 million (prior year period: EUR 41.5 million). This rise in interest expenses to EUR 316.1 million (prior year period: EUR 243.3 million) was essentially due to increased interest expenses from charter, lease and service concession arrangements in the amount of EUR 164.2 million (prior year period: EUR 107.5 million).

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# Other financial items

The result for other financial items amounted to EUR -9.3 million in the 2024 financial year (prior year period: EUR 151.6 million). Other financial items in the previous year, which amounted to EUR 151.6 million, primarily comprised the realised exchange rate effects arising from currency forward contracts for the euro dividend distributed in May 2023, alongside the realised foreign currency gains from the corresponding dividend payment.

## Income taxes

Income tax expenses increased by EUR 146.0 million to EUR 229.8 million in the current financial year (prior year period": EUR 83.7 million). While current income taxes fell to EUR 13.8 million in the financial year (prior year period: EUR 201.6 million), mainly as a result of currency effects in the area of investments not subject to tonnage tax, there was a significant increase in expenses for deferred income taxes to EUR 216.0 million (prior year period": deferred tax income of EUR 117.9 million). Here too, the main driver is the investment area in Germany The adjustment of the tax treatment of expenses and income from investments in previous periods led to a reduction of EUR 53.2 million in current income tax expenses relating to other periods and an increase of EUR 39.3 million in deferred income tax expenses relating to other periods. The increase in deferred income tax expenses in the current financial year is mainly due to the recognition of deferred income tax liabilities on temporary differences in the area of exchange rate effects on investments and the reversal of deferred income tax assets from the previous year in this area. In addition, part of the deferred income tax expense results from the recognition of deferred income tax liabilities on valuation differences of a special fund held.

## Group profit

Overall, Group profit for the year was lower than in the previous year at EUR 2,392.1 million (prior year period": EUR 2,948.6 million). Earnings after taxes consist of the earnings attributable to shareholders of the parent company of EUR 2,385.5 million (prior year period": EUR 2,934.3 million) and the earnings attributable to non-controlling interests of EUR 6.6 million (prior year period": EUR 14.2 million).

The total comprehensive income of EUR 3,601.2 million (prior year period": EUR 1,886.5 million) comprises Group profit of EUR 2,392.1 million (prior year period": EUR 2,948.6 million) and other comprehensive income of EUR 1,209.1 million (prior year period": EUR -1,062.0 million). Other comprehensive income mainly includes a gain of EUR 1,211.1 million from currency translation (prior year period": loss of EUR 1,033.4 million), gains and losses from hedging instruments in cash flow hedges totalling EUR -12.7 million (prior year period: EUR -17.1 million) and from the remeasurement of defined benefit pension plans due to an increased market interest rate of EUR 11.5 million (prior year period: EUR -18.6 million).

[^0]
[^0]: The comparative information has been marginally adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

# Earnings position in the segments

## Liner Shipping segment

In the 2024 financial year, earnings in the Liner Shipping segment were on a level with the prior year period. Earnings before interest, taxes, depreciation and amortisation (EBITDA) for Liner Shipping amounted to EUR 4,509.9 million, compared with EUR 4,414.9 million in the prior year period, while earnings before interest and taxes (EBIT) amounted to EUR 2,511.3 million (prior year period: EUR 2,512.6 million).

Income statement for Liner Shipping

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Revenue | $18,754.3$ | $17,762.3$ |
| Transport expenses | $12,783.0$ | $11,909.3$ |
| thereof: | | |
| Bunker and emissions | $2,649.2$ | $2,253.9$ |
| Handling and haulage | $6,305.1$ | $5,630.1$ |
| Equipment and repositioning ${ }^{1}$ | $1,632.5$ | $1,526.3$ |
| Vessels and voyages (excluding bunker) ${ }^{1}$ | $2,161.2$ | $2,430.4$ |
| Change in transport expenses for pending voyages ${ }^{2}$ | $-35.0$ | $-68.6$ |
| Depreciation, amortisation and impairment | $1,998.5$ | $1,902.3$ |
| Other income and expenses | $-1,461.4$ | $-1,438.1$ |
| EBIT | $\mathbf{2 , 5 1 1 . 3}$ | $\mathbf{2 , 5 1 2 . 6}$ |
| EBIT margin (\%) | 13.4 | 14.1 |
| EBITDA | $\mathbf{4 , 5 0 9 . 9}$ | $\mathbf{4 , 4 1 4 . 9}$ |
| EBITDA margin (\%) | 24.0 | 24.9 |

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

## Operating performance of Liner Shipping

Transport volume per trade ${ }^{1}$

| TTEU | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Asia - Europe | 3,547 | 3,606 |
| Pacific | 3,378 | 2,994 |
| Atlantic | 2,733 | 2,615 |
| Africa\&Intraregional Trades | 2,808 | 2,691 |
| Total | $\mathbf{1 2 , 4 6 7}$ | $\mathbf{1 1 , 9 0 7}$ |

[^0]
[^0]: 1 Since the fourth quarter of 2024, the Far East and Middle East trades have been combined into the "Asia - Europe" trade, the Transpacific trade and all other Asia-related services into the "Pacific" trade, the Atlantic trade and all other Europe-related services into the "Atlantic" trade and the Africa trade and all intraregional trades into the "Africa \& Intraregional Trades".
The adjustment was made for reasons of relevance. The comparative information was adjusted accordingly.

The transport volume in the 2024 financial year was 12,467 TTEU, 4.7\% above the prior-year level (prior year period: 11,907 TTEU). The transport volume in the Pacific trade increased mainly due to higher vessel capacity and increased market demand. The slight increase in the Atlantic and Africa\&Intraregional Trades was due in particular to increased demand for container transport.

Freight rates per trade ${ }^{1}$

| USD/TEU | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Asia - Europe | 1,509 | 1,189 |
| Pacific | 1,713 | 1,630 |
| Atlantic | 1,468 | 2,006 |
| Africa\&Intraregional Trades | 1,226 | 1,283 |
| Total (weighted average) | $\mathbf{1 , 4 9 2}$ | $\mathbf{1 , 5 0 0}$ |

1 Since the fourth quarter of 2024, the Far East and Middle East trades have been combined into the "Asia - Europe" trade, the Transpacific trade and all other Asia-related services into the "Pacific" trade, the Atlantic trade and all other Europe-related services into the "Atlantic" trade and the Africa trade and all intraregional trades into the "Africa \& Intraregional Trades".
The adjustment was made for reasons of relevance. The comparative information was adjusted accordingly.

The average freight rate in the 2024 financial year was on prior year period's level ( $-0.6 \%$ ) at USD 1,492/TEU (prior year period: USD 1,500/TEU).

The almost unchanged average freight rate compared to the prior year period is mainly due to a balanced supply and demand situation in connection with container transports.

# Result performance of Liner Shipping

## Revenue

In the 2024 financial year, revenue in the Liner Shipping segment increased by EUR 992.0 million to EUR 18,754.3 million (prior year period: EUR 17,762.3 million), which corresponds to an increase of $5.6 \%$. This is mainly due to a higher transport volume ( $+4.7 \%$ ) compared to the prior year period at an average freight rate at the prior year period's level.

Revenue per trade ${ }^{1}$

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Asia - Europe | $4,946.8$ | $3,963.2$ |
| Pacific | $5,351.6$ | $4,511.5$ |
| Atlantic | $3,710.0$ | $4,850.0$ |
| Africa\&Intraregional Trades | $3,182.6$ | $3,193.5$ |
| Revenue not assigned to trades | $1,563.3$ | $1,244.2$ |
| Total | $\mathbf{1 8 , 7 5 4 . 3}$ | $\mathbf{1 7 , 7 6 2 . 3}$ |

[^0]
[^0]: 1 Since the fourth quarter of 2024, the Far East and Middle East trades have been combined into the "Asia - Europe" trade, the Transpacific trade and all other Asia-related services into the "Pacific" trade, the Atlantic trade and all other Europe-related services into the "Atlantic" trade and the Africa trade and all intraregional trades into the "Africa \& Intraregional Trades".
The adjustment was made for reasons of relevance. The comparative information was adjusted accordingly.

The item for revenue not assigned to trades mainly comprises income from demurrage and detention for containers and compensation payments for shipping space. Income from demurrage and detention decreased due to easing disruptions in global supply chains in particular. At the same time, revenue for pending voyages already generated is recognised under revenue not assigned to trades.

# Transport expenses

In the 2024 financial year, transport expenses increased by EUR 873.7 million to EUR 12,783.0 million (prior year period: EUR 11,909.3 million). This corresponds to an increase of $7.3 \%$.

The increase in expenses for bunker and emissions was mainly due to the increase in expenses for bunker of EUR 311.0 million to EUR 2,649.2 million compared to the prior year period (prior year period: EUR 2,253.9 million). While the average bunker consumption price in the 2024 financial year was USD 588/t, USD 26/t lower than the figure of USD 614/t for the corresponding prior year period, increased bunker consumption, particularly due to rerouting vessels around the Cape of Good Hope, contributed to higher bunker expenses. In addition, the expenses for $\mathrm{CO}_{2}$ emission certificates, recognised for the first time in 2024, led to an increase in expenses for bunker and emissions of EUR 84.4 million (prior year period: EUR 0.0 million). With the inclusion of vessel emissions in the EU emissions trading system, Hapag-Lloyd has been obliged to purchase and submit EU Allowances (EUAs) for $\mathrm{CO}_{2}$ emissions since the 2024 financial year.

Expenses for container handling increased by EUR 675.0 million to EUR 6,305.1 million in the reporting year (prior year period: EUR 5,630.1 million). This increase is due in particular to higher expenses for transshipment of containers and higher detention and demurrage charges for containers in connection with the conflict in the Red Sea.

Expenses for containers and repositioning rose year on year, primarily due to the higher transport volume and the associated transshipment activities for empty containers due to the tense security situation in the Red Sea.

The decline in expenses for vessels and voyages (excluding fuel) in the reporting period of EUR 269.2 million to EUR 2,161.2 million (prior year period: EUR 2,430.4 million) resulted primarily from lower canal costs associated with the avoidance of the Suez Canal. By contrast, expenses for vessels chartered at short notice in particular have increased compared to the previous year.

## Depreciation, amortisation and impairment

In the 2024 financial year, depreciation increased by EUR 96.3 million year on year to EUR 1,998.5 million (prior year period: EUR 1,902.3 million). They resulted primarily from the depreciation of vessels and containers in the amount of EUR 1,840.3 million (prior year period: EUR 1,752.0 million).

## Operating result

Earnings before interest and taxes (EBIT) of EUR 2,511.3 million were achieved in the Liner Shipping segment in the 2024 financial year (prior year period: EUR 2,512.6 million).

# Terminal \& Infrastructure segment

The earnings position figures of the Terminal \&Infrastructure segment for the financial year can only be compared with those of the prior year period to a limited extent. As part of the segmentation that has been in place since the third quarter of 2023, activities that were only of limited scope in the prior year period were reclassified to this segment. As a result, the presentation of operating performance in the Terminal \&Infrastructure segment is also omitted.

Earnings before interest, taxes, depreciation and amortisation (EBITDA) in the Terminal \&Infrastructure segment amounted to EUR 139.5 million, significantly above the prior year period's figure of EUR 46.0 million. Earnings before interest and taxes (EBIT) also increased to EUR 66.3 million (prior year period*: EUR 16.5 million).

Income statement for Terminal \&Infrastructure

| | | |
| :-- | --: | --: |
| million EUR | 1.1.-31.12.2024 | 1.1.-31.12.2023 <br> (adjusted) * |
| Revenue | 401.1 | 187.1 |
| Terminal expenses | 123.4 | 44.2 |
| Personnel expenses | 120.9 | 64.1 |
| Depreciation, amortisation and impairment | 73.2 | 29.5 |
| Share of profit of equity-accounted investees | 25.0 | 17.9 |
| Other income and expenses | -42.2 | -50.8 |
| EBIT | $\mathbf{6 6 . 3}$ | $\mathbf{1 6 . 5}$ |
| EBIT margin (\%) | 16.5 | 8.8 |
| EBITDA | $\mathbf{1 3 9 . 5}$ | $\mathbf{4 6 . 0}$ |
| EBITDA margin (\%) | 34.8 | 24.6 |

* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

## Result performance of Terminal \&Infrastructure

## Revenue

In the 2024 financial year, revenue of EUR 401.1 million (prior year period: EUR 187.1 million) was generated in particular by the handling of containers and other cargo and was mainly attributable to the SAAM Terminals companies included in the group of consolidated companies since the third quarter of 2023.

## Operating expenses

In the 2024 financial year, operating expenses in the Terminal \&Infrastructure segment resulted in particular from expenses for the operation of terminals and the handling of containers in the amount of EUR 123.4 million (prior year period: EUR 44.2 million), as well as personnel expenses in the amount of EUR 121.0 million (prior year period: EUR 64.1 million).

## Operating result

Earnings before interest and taxes (EBIT) of EUR 66.3 million were achieved in the Terminal \& Infrastructure segment in the 2024 financial year (prior year period*: EUR 16.5 million).

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# GROUP FINANCIAL POSITION

## Principles and objectives of financial management

The Hapag-Lloyd Group's financial management is conducted on a centralised basis by Hapag-Lloyd AG and aims to ensure the permanent solvency of the company and thus its ability to maintain financial stability at all times. In addition, to making sure there is a sufficient supply of liquidity, financial risks are limited by means of the hedging of net positions in foreign currency, the use of derivative financial instruments (currencies and interest), the implementation of a cash pooling system and the optimisation of loan conditions.

Maintaining an appropriate minimum liquidity level is a deciding factor. Efficient financial management is primarily based on optimising short and medium-term cash outflows. This is based on budgetary planning for a number of years and a rolling monthly liquidity plan that spans a period of one year. Hapag-Lloyd AG secures its short-term liquidity reserve by means of syndicated credit facilities and bilateral bank credit lines, as well as its portfolio of cash and cash equivalents. In addition, there is a risk-optimised investment strategy for excess liquidity with diversified counterparties of high creditworthiness. Liquidity is invested on a rolling and staggered basis for periods of up to six months using standard money market instruments (time deposits, money market funds, etc.). To reduce counterparty/concentration risks, investments are broadly diversified with banks and financial institutions in the "investment grade" rating category. Each counterparty is allocated a maximum investment limit, the amount of which is determined by various creditworthiness parameters. The development of these parameters is monitored daily.

The Hapag-Lloyd Group is an international company that is active around the world. It is exposed to operational financial transaction risks which result from the business operations of Hapag-Lloyd AG. In particular, these risks include bunker price change risk, currency risk and interest rate risk.

Changes in commodity prices have an impact on the Hapag-Lloyd Group, particularly with regard to the cost of procuring fuel such as bunker oil. Insofar as it is possible, the risk of bunker price changes is passed on to the customer based on contractual agreements.

The transactions of the Group companies are conducted mainly in US dollars. The euro, Canadian dollar (CAD), Chinese renminbi (CNY) and Singapore dollar (SGD) are also significant currencies. Transactional risks also exist from the financial debt denominated in euros (particularly issued bonds).

Derivative hedging transactions are entered into to partially hedge against these euro exchange rate risks. Interest rate risks which arise as a result of liquidity procurement on the international money and capital markets are centrally managed within the scope of interest rate management and are partly limited using derivative interest rate hedging instruments.

The use of derivative hedging is strictly transaction-related; derivatives are not used for speculation purposes.

Other disclosures about hedging strategies and risk management, as well as financial transactions and their scope as at the reporting date, can be found in the risk report contained within the combined management report, and in Note (28) Financial instruments in the Notes to the consolidated financial statements.

Issuer ratings

| Rating/Outlook | $31.12 .2024$ | $31.12 .2023$ |
| :-- | :--: | :--: |
| Standard\&Poor's | $\mathrm{BB}+/$ Stable | $\mathrm{BB}+/$ Stable |
| Moody's | $\mathrm{Ba} 1 /$ Stable | $\mathrm{Ba} 2 /$ Positive |

The international rating agencies Standard\&Poor's and Moody's regularly assess the financial strength of Hapag-Lloyd. In the 2024 financial year, the rating agency Standard\&Poor's continued to rate the Hapag-Lloyd Group as 'BB+/Stable'. On 19 December 2024, Moody's raised its corporate family rating for Hapag-Lloyd from 'Ba2/Positive' to 'Ba1/Stable'.

# Financing

The Group covers its financing requirements with cash inflows from operating activities and by assuming short-, medium- and long-term financial debt.

The financing mix in terms of borrowing is designed to optimise financing conditions, create a balanced range of maturities and achieve investor diversification.

Financing activities in the 2024 financial year essentially comprised the drawdown of financing under concluded financing agreements in connection with the delivery of newbuilds.

Further disclosures about the maturity profile of existing financing arrangements, as well as financial transactions and their scope as at the reporting date, can be found in Note (29) Financial instruments in the Notes to the consolidated financial statements.

## Financing and investing activities

The Group executed the following major financing and investing activities in the Liner Shipping and Terminal \&Infrastructure segments in the 2024 reporting year:

## Liner Shipping segment

Containers

- During the 2024 financial year, Hapag-Lloyd AG purchased new containers and container equipment amounting to EUR 1,201.9 million (prior year period: EUR 729.2 million). The containers were delivered to Hapag-Lloyd by the end of the reporting year.
- The investments in containers and container equipment in the 2024 financial year were financed using the free liquidity of Hapag-Lloyd AG.

# Vessels

- The purchase obligation (nominal value) as at 31 December 2024 for investments in the new construction and acquisition of 28 container vessels was EUR 3,873.7 million (31 December 2023: EUR 770.4 million). These are mainly loan commitments totalling EUR 3,625.6 million in the form of mortgage financing and sale-and-leaseback financing, which are utilised upon acceptance of the vessels. The vessels are scheduled for delivery in 2025, 2027, 2028 and 2029.
- A total of seven new container ships were delivered in the 2024 financial year. As part of the delivery of four new container ships, loans totalling EUR 406.3 million were taken out under existing financing agreements.

## Other

- In the 2024 financial year, Hapag-Lloyd AG carried out capital increases at Norcoast Logistica S.A. totalling BRL 195.0 million (EUR 34.8 million) in line with its percentage shareholding.

## Terminal \& Infrastructure segment

- In August 2024, Hapag-Lloyd AG increased its stake in the Indian company J M Baxi Ports \&Logistics Private Limited by $8 \%$ to a total of $48 \%$.
- In May 2024, Hapag-Lloyd AG participated in a capital increase of USD 30.7 million (EUR 28.4 million) at Damietta Alliance Container Terminals S.A. in line with its percentage shareholding.
- In the 2024 financial year, Hapag-Lloyd AG increased the capital of EUROGATE Container Terminal Willhelmshaven GmbH\&Co. KG totalling EUR 9.4 million in line with its percentage holding.

The investments made in the Terminal \&Infrastructure segment in the financial year totalled EUR 156.1 million (prior year period: EUR 1,633.1 million).

Across all segments, Hapag-Lloyd had bank loans as well as lease and service concession liabilities totalling EUR 6,608.2 million as at the reporting date (31 December 2023*: EUR 5,063.8 million). The majority of this amount is attributable to vessels and container financing.

Covenant clauses of a type customary on the market have been arranged for the existing financing of Hapag-Lloyd AG. These clauses primarily concern the equity, liquidity and certain loan-to-value ratios for the financing of ship investments. All of the covenants were complied with for the 2024 financial year.

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# Net liquidity

## Financial solidity

| million EUR | 31.12 .2024 | 31.12 .2023 (adjusted) * |
| :--: | :--: | :--: |
| Financial debt and lease and service concession liabilities | $6,608.2$ | $5,063.8$ |
| Cash and cash equivalents | $5,480.6$ | $5,809.8$ |
| Money market transactions as well as special fund securities (other financial assets) | 2,037.8 | $1,845.5$ |
| Net liquidity ${ }^{1}$ | 910.1 | 2,591.5 |
| Unused credit lines | 697.6 | 654.5 |
| Equity ratio (\%) | 61.6 | 64.7 |

${ }^{1}$ Cash and cash equivalents plus money market transactions as well as assets of the special funds (other financial assets) less financial debt and lease and service concession liabilities

* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

As at 31 December 2024, the Group's net liquidity fell by EUR 1,681.4 million to EUR 910.1 million (31 December 2023*: EUR 2,591.5 million). The decline was mainly due to new and extended lease and charter agreements and the raising of financing for investments in new ships and containers. The dividend payment also contributed to the decline. This was offset by a positive operating cash flow.

Despite the increase in equity to EUR 20,723.2 million (31 December 2023*: EUR 18,762.7 million), the equity ratio fell to $61.6 \%$ compared to $64.7 \%$ as at 31 December 2023. This is due to the increase in financial debt and lease and service concession liabilities by EUR 1,544.4 million to EUR 6,608.2 million, which contributed to an overall increase in total assets to EUR 33,617.1 million (31 December 2023*: EUR 28,994.2 million). A detailed overview of the change in equity can be found in the consolidated statement of changes in equity in the consolidated financial statements. Please refer to section (25) of the Notes to the consolidated financial statements for the changes in financial debt and lease and service concession liabilities.

## Liquidity analysis

The Hapag-Lloyd Group's solvency was guaranteed at all times in the last financial year by cash inflows from operating activities, a portfolio of cash and cash equivalents, and bilateral and syndicated loan agreements with banks. The Company had a liquidity reserve (cash and cash equivalents, money market transactions as well as assets of the special funds and unused credit lines) totalling EUR 8,215.9 million (previous year: EUR 8,309.8 million). Notes regarding restrictions on cash and cash equivalents can be found in Note (17) Cash and cash equivalents in the Notes to the consolidated financial statements.

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

Statement of cash flows and capital expenditure
Condensed statement of cash flows

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| EBITDA | $4,649.2$ | $4,460.9$ |
| Working capital changes | -141.9 | 720.4 |
| Other effects | -142.4 | -215.3 |
| Cash flow from operating activities | $4,364.9$ | $4,966.0$ |
| Cash flow from investing activities | $-1,977.5$ | $-1,648.2$ |
| Free cash flow | $2,387.4$ | $3,317.8$ |
| Cash flow from financing activities | $-3,083.0$ | $-12,176.5$ |
| Cash-effective changes in cash | | |
| and cash equivalents | $\mathbf{- 6 9 5 . 6}$ | $\mathbf{- 8 , 8 5 8 . 7}$ |

The statement of cash flows shows the development of cash and cash equivalents, with a separate presentation of cash inflows and outflows from operating, investing and financing activities.

# Cash flow from operating activities

Hapag-Lloyd generated an operating cash flow of EUR 4,364.9 million in the 2024 financial year (prior year period: EUR 4,966.0 million). The decrease in the cash flow from operating activities was primarily due to lower group profit and the change of working capital in the 2024 financial year.

## Cash flow from investing activities

In the 2024 financial year, the cash outflow from investing activities totalled EUR 1,977.5 million (prior year period: EUR 1,648.2 million). This includes payments for investments, mainly for vessels, vessel equipment and for new containers, of EUR 2,166.3 million (prior year period: EUR 1,704.6 million). In addition, cash outflows for the acquisition of companies and investments as well as capital contributions to existing companies that continue to be accounted for using the equity method totalled EUR 216.4 million (previous year: EUR 1,636.4 million). This was mainly offset by cash inflows from interest received of EUR 336.0 million (previous year: EUR 587.0 million). The cash inflows in the same period of the previous year mainly resulted from the change in cash and cash equivalents for money market transactions with a term of more than three months.

Cash flow from financing activities
Financing activities resulted in a net cash outflow of EUR 3,083.0 million in the financial year (prior year period: EUR 12,176.5 million). The cash outflow essentially resulted from the dividend payment to the shareholders of Hapag-Lloyd AG of EUR 1,625.8 million (prior year period: EUR 11,072.9 million). The interest and redemption payments from lease and service concession liabilities in accordance with IFRS 16 totalled EUR 1,200.7 million in the current financial year (prior year period: EUR 1,133.9 million). In the financial year, EUR 596.9 million was paid for interest and redemption payments for vessel and container financing (prior year period: EUR 532.8 million). This was offset by cash inflows from loans taken out to finance the addition of newbuilds amounting to EUR 402.7 million (prior year period: EUR 476.3 million).

Developments in cash and cash equivalents

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Cash and cash equivalents at beginning of period | $\mathbf{5 , 8 0 9 . 8}$ | $\mathbf{1 5 , 2 3 6 . 1}$ |
| Changes due to exchange rate fluctuations | 366.4 | -567.6 |
| Net changes | -695.6 | -8,858.7 |
| Cash and cash equivalents at end of period | $\mathbf{5 , 4 8 0 . 6}$ | $\mathbf{5 , 8 0 9 . 8}$ |

Overall, cash outflow totalled EUR 695.6 million in the 2024 financial year, with the result that, after accounting for exchange rate-related effects in the amount of EUR 366.4 million, cash and cash equivalents of EUR 5,480.6 million were reported at the end of the reporting period on 31 December 2024 (31 December 2023: EUR 5,809.8 million). The cash and cash equivalents dealt with in the statement of cash flows correspond to the balance sheet item "Cash and cash equivalents". In addition, there are unused credit lines of EUR 697.6 million (31 December 2023: EUR 654.5 million) and money market transactions as well as assets of the special funds including interest (other financial assets) of EUR 2,037.8 million (31 December 2023: EUR 1,845.5 million), resulting in a total liquidity reserve of EUR 8,215.9 million (31 December 2023: EUR 8,309.8 million).

The detailed statement of cash flows is contained in the consolidated financial statements.

# Off-balance-sheet obligations

Information about off-balance-sheet obligations can be found in Note (32) Other financial obligations in the Notes to the consolidated financial statements.

# GROUP NET ASSET POSITION

Changes in the asset structure

| million EUR | 31.12 .2024 | 31.12 .2023 (adjusted)* |
| :--: | :--: | :--: |
| Assets | | |
| Non-current assets | 22,591.2 | 18,761.6 |
| of which fixed assets | $22,427.2$ | $18,492.8$ |
| Current assets | $11,025.8$ | $10,232.5$ |
| of which cash and cash equivalents | $5,480.6$ | $5,809.8$ |
| Total assets | 33,617.1 | 28,994.2 |
| Equity and liabilities | | |
| Equity | 20,723.2 | 18,762.7 |
| Borrowed capital | $12,893.8$ | $10,231.5$ |
| of which non-current liabilities | $5,731.9$ | $4,330.9$ |
| of which current liabilities | $7,162.0$ | $5,900.6$ |
| of which financial debt and lease and service concession liabilities | $6,608.2$ | $5,063.8$ |
| of which non-current financial debt and lease and service concession liabilities | $5,086.6$ | $3,808.0$ |
| of which current financial debt and lease and service concession liabilities | $1,521.6$ | $1,255.8$ |
| Total equity and liabilities | 33,617.1 | 28,994.2 |

* The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

As at 31 December 2024, the Group's total assets increased to EUR 33,617.1 million (31 December 2023: EUR 28,994.2 million). The change was mainly due to newly received and extended rights of use for lease assets, investments in vessels and containers, a corresponding increase in financial debt and lease and service concession liabilities as well as an increase in equity as a result of the generated Group profit. The USD/EUR exchange rate was quoted at 1.04 on 31 December 2024 (31 December 2023: 1.11).

Within non-current assets, the carrying amounts of fixed assets increased by a total of EUR 3,934.5 million to EUR 22,427.2 million (31 December 2023*: EUR 18,492.8 million), in particular due to newly received and extended rights of use for lease assets of EUR 2,318.3 million, investments in vessels, vessel equipment and containers including payments on accounts and assets under construction in the amount of EUR 2,311.1 million. Exchange rate effects of EUR 1,254.2.0 million as at the reporting date contributed to the increase. Scheduled depreciation and amortisation amounting to EUR 2,071.7 million had an offsetting effect. This includes an amount of EUR 1,082.1 million for the depreciation of capitalised rights of use relating to lease assets.

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

The increase in deferred tax assets of EUR 62.4 million compared to the previous year (31 December 2023: EUR 186.5 million) mainly resulted from the reduction in temporary differences relating to exchange rate effects on investments from the prior year. Additionally, the adjustment of the tax treatment of expenses and income from investments led to a release of deferred tax assets for prior years amounting to EUR 39.3 million. Deferred tax assets of EUR 17.8 million on domestic tax losses from realised exchange rate effects from the prior year partially offset this decrease.

Within the current assets, the balance of cash and cash equivalents totalling EUR 5,480.6 million remained nearly unchanged compared to year end 2023 (31 December 2023: EUR 5,809.8 million). The decrease resulting from the dividend payment for the 2023 financial year in the amount of EUR 1,625.8 million was largely offset by the positive operative cash flow. Trade accounts receivable increased by EUR 790.1 million to EUR 2,447.1 million (31 December 2023: EUR 1,657.0 million) because of higher freight rates in the second half of 2024 and as of the reporting date compared to prior year.

On the liabilities side, equity (including non-controlling interests) increased by EUR 1,960.6 million to EUR 20,723.2 million. Despite the dividend paid from the previous year's retained earnings in the amount of EUR 9.25 (previous year: EUR 63.0) per dividend-eligible individual share, i. e. a total of EUR 1,625.8 million (prior year: EUR 11,072.9 million), the Group profit of EUR 2,392.1 million (prior year period*: EUR 2,948.6 million) recognised in the retained earnings, and the unrealised gains from currency translation recognised in other comprehensive income in the amount of EUR 1,211.1 million (prior year period: losses of EUR 1,033.4.3 million) led to an increase.

The Group's borrowed capital rose by EUR 2,662.3 million in comparison to 31 December 2023. This results from an increase in financial liabilities and lease and service concession liabilities primarily due to newly added or extended charter and lease agreements of EUR 2,298.2 million, exchange rate effects as at the reporting date in the amount of EUR 356.5 million and from construction instalments of EUR 273.1 million drawn under existing financing commitments in the form of Chinese leases (sale-and-leaseback transactions) in connection with the delivery of three newbuilds. Moreover, increase in contract liabilities by EUR 471.5 million, as a result of higher freight rates for transport orders on unfinished voyages as at the reporting date, contributed to the development. This was partially offset by redemption payments totalling EUR 1,523.5 million.

The increase in other current provisions to EUR 1,397.8 million (31 December 2023: EUR 1,101.2 million) primarily relates to legal risks arising from country-specific matters.

The increase in deferred tax liabilities of EUR 255.1 million compared to the previous period (31 December 2023*: EUR 153.7 million) is mostly an effect of the recognition of deferred tax liabilities on the increased valuation difference of the special fund in the amount of EUR 61.0 million and on unrealised exchange rate effects on investments of the 2024 financial year in the amount of EUR 49.4 million. The decrease of deferred tax liabilities of several foreign subsidiaries amounting to EUR 13.9 million partially compensated these effects.

For further information on significant changes in individual balance sheet items, please refer to Notes (10) to (29) in the Notes to the consolidated statement of financial position.

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

# ACCURACY OF FORECAST

Earnings in the 2024 financial year significantly exceeded initial expectations and reached the upper end of the revised forecast issued on 24 October 2024. The main reasons for this positive development were the average freight rate, which was on a par with the previous year and thus above expectations, and a $4.7 \%$ increase in volume in the Liner Shipping segment.

Overview of forecasts and target achievement in 2024

| | Actual <br> 2023 | Forecast <br> 2024 <br> (from <br> 14 March <br> 2024) | Forecast <br> 2024 <br> (from <br> 15 May <br> 2024) | Forecast <br> 2024 <br> (from <br> 9 July <br> 2024) | Forecast <br> 2024 <br> (from <br> 24 October <br> 2024) | Actual <br> 2024 |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Transport volume ${ }^{1}$ | 11.9 m TEU | Increasing <br> slightly | Increasing <br> slightly | Increasing <br> moderately | Increasing <br> moderately | 12.5 m TEU |
| Average freight rate ${ }^{1}$ | USD <br> $1,500 /$ TEU | Decreasing clearly | Decreasing moderately | Decreasing slightly | At previous year's level | USD <br> $1,492 /$ TEU |
| Average bunker consumption price ${ }^{1}$ | USD614/t | At previous year's level | At previous year's level | Decreasing slightly | Decreasing slightly | USD588/t |
| Group EBITDA | EUR 4.5 bn | EUR <br> $1.0-3.0$ bn | EUR <br> $2.0-3.0$ bn | EUR <br> $3.2-4.2$ bn | EUR <br> $4.2-4.6$ bn | EUR 4.6 bn |
| Group EBIT | EUR 2.5 bn | EUR <br> $-1.0-1.0$ bn | EUR <br> $0.0-1.0$ bn | EUR <br> $1.2-2.2$ bn | EUR <br> $2.2-2.6$ bn | EUR 2.6 bn |

${ }^{1}$ Liner Shipping segment

## EXECUTIVE BOARD'S STATEMENT ON OVERALL ECONOMIC PERFORMANCE

Financial year 2024 was characterized by strong demand for container transport. This is reflected in Hapag-Lloyd's higher transport volume. The average freight rate was on par with the previous year. Compared with the prior year, the trend improved in the second half of the year but weakened in the first half of the year. Group EBITDA and Group EBIT were slightly higher than in the previous year and at the upper end of the forecast ranges that was adjusted in October of the 2024 financial year. By contrast, Hapag-Lloyd's Group net result fell in the reporting year compared with the previous year.

Geopolitical tensions in the Middle East continued to have a direct impact on developments in the industry environment. Due to the conflict in the Red Sea, vessels continued to be rerouted around the Cape of Good Hope, which led to a shortage of vessel capacity on certain routes. In addition, spot freight rates fluctuated sharply over the course of the year, transportation expenses rose and there were repeated disruptions to global supply chains, especially in the second half of the year.

The Executive Board considers the financial year 2024 to be positive, with increased transport volumes and an average freight rate at the previous year's level.

# OUTLOOK-, RISK- AND OPPORTUNITY REPORT

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

## OUTLOOK

## General economic outlook

The International Monetary Fund (IMF) is forecasting global economic growth of 3.3\% for 2025, a slight increase on the $3.2 \%$ of the previous year. Nevertheless, growth remains below the historical average of $3.7 \%$ in the years 2000 to 2019. This development is particularly influenced by ongoing uncertainties in monetary and fiscal policy, as well as structural challenges in several economies.

For the industrialised nations, the IMF expects economic growth of 1.9\% in 2025, up from 1.7\% in the previous year. A stable growth rate of $4.2 \%$ is forecast for developing and emerging market countries. Important markets for Hapag-Lloyd are the USA, Europe and China. For the United States, the IMF expects growth of $2.7 \%$ after $2.8 \%$ in the previous year. The economy should continue to be bolstered by the robust labour market and accelerating investments. In Europe, on the other hand, the economic challenges are set to continue, with the result that the IMF is only anticipating low economic growth of 1.0\% (previous year: 0.8\%). In Germany in particular, the recovery is likely to be modest, with growth forecast at 0.3\% (previous year: $-0.2 \%$ ). This is mainly due to the ongoing weakness in the manufacturing industry and sluggish export demand. Economic growth of $4.6 \%$ is expected in China (previous year: 4.8\%). Fiscal policy incentives are expected to cushion the problems in the property market and the negative consequences of trade policy uncertainties. The latter are also likely to weigh on the volume of world trade, which is expected to grow by $3.2 \%$ in 2025, lower than the historical average of $4.9 \%$.

Developments in global economic growth (GDP) and world trade volume

| in \% | 2026e | 2025e | 2024 | 2023 | 2022 |
| :-- | :--: | :--: | :--: | :--: | :--: |
| Global economic growth | 3.3 | 3.3 | 3.2 | 3.3 | 3.6 |
| Industrialised countries | 1.8 | 1.9 | 1.7 | 1.7 | 2.9 |
| Developing and newly <br> industrialised countries | 4.3 | 4.2 | 4.2 | 4.4 | 4.0 |
| World trade volume <br> (goods and services) | 3.3 | 3.2 | 3.4 | 0.7 | 5.7 |

Source: IMF World Economic Outlook, January 2025

# Sector-specific outlook

The Liner Shipping and Terminal \&Infrastructure segments are both fundamentally affected by the same economic developments, in particular in international trade.

Accenture Cargo, a maritime market intelligence service, projects that global container volumes will grow by $4.3 \%$ in 2025, following $6.2 \%$ the previous year according to CTS. Uniform growth of between $3 \%$ and $5 \%$ is expected for all submarkets of the international container transport market, with export routes in the Asia-Pacific region expected to see the strongest growth.

Global growth of container transport volume

| in \% | 2026e | 2025e | 2024 | 2023 | 2022 |
| :-- | --: | --: | --: | --: | --: |
| Growth rate | 3.4 | 4.3 | 6.2 | 0.4 | -4.5 |

Sources: CTS, February 2025; 2022-2024; Accenture Cargo, December 2024; 2025-2026

According to MDS Transmodal, the capacity of container ships on order rose to around 7.5 million TEU by the end of December 2024, compared with around 6.7 million TEU in the previous year. This corresponds to an orderbook-to-fleet ratio of $24.6 \%$ (end of 2023: $24.4 \%$ ). For 2025, Drewry expects vessel deliveries with a total capacity of 1.8 million TEU. Adjusted for scrapping, the fleet capacity would grow by $4.9 \%$ - significantly less than the $10.9 \%$ increase in the previous year.

Expected development of global container fleet capacity

| million TEU | 2026e | 2025e | 2024 | 2023 | 2022 |
| :-- | --: | --: | --: | --: | --: |
| Existing fleet (beginning of the year) | 32.4 | 30.9 | 27.8 | 25.8 | 24.7 |
| Planned deliveries | 1.6 | 2.0 | 3.2 | 2.5 | 1.0 |
| Expected scrappings | 0.9 | 0.3 | 0.1 | 0.2 | 0.0 |
| Postponed deliveries and other changes | 0.2 | 0.2 | 0.1 | 0.3 | -0.1 |
| Net capacity growth | $\mathbf{0 . 6}$ | $\mathbf{1 . 5}$ | $\mathbf{3 . 0}$ | $\mathbf{2 . 1}$ | $\mathbf{1 . 0}$ |
| Net capacity growth (in \%) | 1.8 | 4.9 | 10.9 | 8.1 | 4.2 |

Source: Drewry Container Forecaster Q4 2024

## Expected business development of Hapag-Lloyd

Hapag-Lloyd recorded a positive business performance in the 2024 financial year that exceeded the initial expectations at the beginning of the year, despite increased transport expenses. The main drivers of this development were higher transport volumes and a stable average freight rate compared to the previous year. This was primarily due to increased demand coupled with a shortage of shipping capacity. The tense security situation in the Red Sea led many container shipping companies to reroute their vessels around the Cape of Good Hope. The resulting longer transit times reduced the effectively available transport capacity and increased transport costs.

At the time of forecast preparation, it remained unclear when safe passage through the Red Sea would be possible again. Additionally, the impact of announced tariff increases in the U.S. and potential countermeasures by key export nations could not be reliably assessed. Both factors could significantly influence the supply and demand dynamics in container shipping and, consequently, the financial performance of Hapag-Lloyd.

Based on the demand situation and freight rate trends at the beginning of the year, the Executive Board expects operating earnings to be below last year's level. Group EBITDA for the current 2025 financial year is projected to be in the range of USD 2.5 to 4.0 billion (previous year: USD 5.0 billion) and Group EBIT in the range of USD 0.0 to 1.5 billion (previous year: USD 2.8 billion). In euros, this corresponds to an expected Group EBITDA of EUR 2.4 to 3.9 billion (previous year: EUR 4.6 billion) and Group EBIT of EUR 0.0 to 1.5 billion (previous year: EUR 2.6 billion).

The earnings expectations for the 2025 financial year are based on the assumption that the Red Sea passages will be gradually resumed in the second half of 2025. At the same time, transport volumes are expected to increase clearly, mainly due to expanded vessel capacity and the new "Gemini Cooperation". In contrast, a moderate decline in the average freight rate is anticipated. The high share of long-term contracts is expected to have a stabilizing effect, partially offsetting the volatility of spot freight rates. Transport costs are likely to remain elevated in 2025, with the bunker consumption price projected to remain at the previous year's level. The earnings forecast is also based on the assumption of an average exchange rate of 1.03 USD/EUR (financial year 2024: 1.08 USD/EUR).

In the light of very volatile freight rates and major geopolitical challenges, the outlook is subject to a high degree of uncertainty. The earnings outlook does not take into account impairments on goodwill, other intangible assets and property, plant and equipment as well as for companies accounted for using the equity method in the course of the 2025 financial year, which are currently not expected but cannot be ruled out.

Key benchmark figures for the 2025 Outlook

| | Actual 2024 | Forecast 2025 |
| :-- | :-- | :-- |
| Transport volume ${ }^{1}$ | $12.5 m$ TEU | Increasing clearly |
| Average freight rate ${ }^{1}$ | USD 1,492/TEU | Decreasing moderately |
| Average bunker consumption price ${ }^{1}$ | USD 588/t | At previous year's level |
| Group EBITDA | EUR 4.6 bn | EUR 2.4-3.9 bn |
| Group EBIT | EUR 2.6 bn | EUR 0.0-1.5 bn |

[^0]
[^0]: 1 Liner Shipping segment

The most significant risks and opportunities that could cause business development to deviate from the forecast are described in detail below in the risk and opportunity report. The main risks to the Group's sales and earnings performance are, in particular, a slowdown in the growth of the global economy and global trade volumes, also due to international crises, and the resulting lower growth in transport volumes as well as a sustained decline in the average freight rate beyond the decline assumed in the forecast. Geopolitical disputes, especially an escalation of the conflicts in the Middle East, could have an additional negative impact on the transport volume development. In addition, potential operational start-up difficulties in the early phase of the "Gemini Cooperation" are also one of the most significant risks.

The occurrence of one or more of these risks could have a significant negative impact on the industry and thus also on the business performance of Hapag-Lloyd in the 2025 financial year, resulting in negative effects on liquidity and also impairments of goodwill and other intangible assets and property, plant and equipment as well as for companies accounted for using the equity method.

# RISK AND OPPORTUNITY REPORT

Risk management and the strategic focus on business opportunities contribute to the steady and sustainable enhancement of the Company's value, the attainment of its medium- and long-term goals and to safeguarding its permanent existence as a going concern. The risk management system (RMS) comprises potential risks and opportunities, though it focuses primarily on risks.

## OPPORTUNITIES

At Hapag-Lloyd, recognising and exploiting opportunities are integral elements of strategic management. The basis for the identification of opportunities is the systematic observation and analysis of developments on the markets relevant to the Group and general economic, sector-specific and also sustainability-related trends from which opportunities can be derived and assessed. This analysis and assessment form the basis for the adoption of measures which are geared towards long-term sustainable growth and are designed to contribute to a sustainable increase in the Company's value. As one of the world's leading container liner shipping companies, Hapag-Lloyd is subject to a wide range of developments in regional and international markets. The general conditions described in this management report and the information regarding market, competition and business developments reveal a diversity of potential opportunities.

By utilising and enhancing its own strengths and competitive advantages, Hapag-Lloyd strives to exploit any potential opportunities that arise to the greatest possible extent.

# RISK MANAGEMENT

The objective of risk management is to recognise and analyse risks at an early stage and to develop and implement adequate risk responses to lower the risk to an acceptable risk level and therefore secure the achievement of Hapag-Lloyd's business and sustainability objectives. Thanks to monitoring and control systems installed throughout the Group, business developments and associated risks are regularly recorded, assessed and monitored with regard to their effects on Hapag-Lloyd. Risk management is decentralised in accordance with Hapag-Lloyd's organisational structure. The structure of the iterative risk management process is an adaptation of the internationally recognised risk management standard "COSO (Committee of Sponsoring Organizations of the Treadway Commission) Enterprise Risk Management - Integrating with Strategy and Performance".

Segregation of duties and the associated role concept have been designed based on the Three Lines Model of the Institute of Internal Auditors. These and other principles, roles and responsibilities, processes and thresholds of risk management are defined in a Group guideline which is valid for the entire Group. Within the context of the decentralised structure of risk management, risk managers are appointed across the Group and are responsible for continuously identifying, assessing, managing and monitoring risks in the various business and central departments. These risk managers document the risks identified and their assessment, including the risk responses as part of quarterly risk reporting.

The risk assessment by the decentralised roles is carried out based on at least one scenario. Further scenarios can optionally be added to enhance the risk quantification. The quantitative description of the scenarios includes an assessment of the probability of occurrence as well as the potential impacts. At the beginning of the reporting year, the assessment approach of the group-wide RMS was modified to also take into account sustainability-related impacts alongside the financial impact already considered. Starting with the initial gross assessment, the net assessment is derived, taking account of the risk responses already implemented that influence the risks. Based on this, the risks are divided into standardised size categories, which are then used to divide the risks internally into relevance classes and to monitor them. The relevance class definitions were revised to also consider sustainability-related impacts in accordance with the extension of the impact assessment as described above. Risk reports are usually submitted on a quarterly basis to the risk management function in the central Accounting department. The unscheduled reporting to the risk management function is mandatory if risks are newly identified or newly assessed, with the result that reporting thresholds are exceeded, or extraordinary events occur which could cause potentially critical damage (ad hoc reports).

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


In risk management, the methods and systems are adapted according to the type of risk and are regularly checked, enhanced and adapted to the constantly changing business and regulatory conditions. The Corporate Audit department audits the risk management processes including the risk early-warning system annually, focusing on different aspects each time.

Insurance policies are concluded to cover claims and various other risks that arise in everyday business activity, insofar as these are economically justifiable. The Group also holds a number of insurance policies which are customary in the industry and tailored to the requirements of Hapag-Lloyd. These include third-party liability, property and personal insurance, as well as shipping insurance. The policies are examined regularly and adjusted if required.

# RISKS AND OPPORTUNITIES

The key risks and opportunities and their potential financial impact on the earnings, financial and net asset position of Hapag-Lloyd, including their probability of occurrence, are listed in the following section "Summarised overview of group risks and opportunities". The subsequent sections provide qualitative descriptions of these and other relevant events that are subject to a high degree of uncertainty and could influence business developments, although the probability of their occurrence and their effects have not been assessed for risk management purposes, unless otherwise stated. Taking the current outlook into consideration, no new key risks have been identified in comparison with the risk reporting in the previous year.

# Summarised overview of group risks and opportunities

In the view of Hapag-Lloyd's Executive Board, the key risks relate to a possible decline in transport volume growth and a noticeably negative trend in the average freight rate. The key risks also include potential operational difficulties in the early phase of the launch of the "Gemini Cooperation" as well as an impairment of goodwill and other intangible assets and property, plant and equipment as well as for companies accounted for using the equity method.

In the opinion of Hapag-Lloyd's Executive Board, the key opportunities relate to a positive trend in the average freight rate and a sharper than forecast increase in transport volume.

These and further potential for opportunities are regularly analysed and discussed in Hapag-Lloyd's management bodies as an integral part of corporate management and in regard to the implementation of the strategic objectives. The Executive Board informs the Supervisory Board about the potential impact of the opportunities on corporate development in its scheduled meetings and in individual discussions.

Risks are assigned to internally defined relevance classes according to the net perspective of their financial impact and probability of occurrence, i. e. after including the effect of risk responses. Opportunities are categorised on the basis of the same relevance classes.

| The financial net impact on the Group's targets, mainly EBIT, in the 2025 financial year is classified as follows: | Risk impact class | Opportunity impact class | Financial impact ranges |
| :--: | :--: | :--: | :--: |
| | Bearable | Low | $\leq$ USD 100 million |
| | Severe | Medium | $>$ USD 100 million <br> $\leq$ USD 250 million |
| | Critical | High | $>$ USD 250 million |

| The net probability of risks and opportunities occurring based on the planning assumptions for the 2025 financial year as at the time of preparation of the combined management report is classified as follows: | Probability class | Probability ranges |
| :--: | :--: | :--: |
| | Remote | $<10 \%$ |
| | Low | $\geq 10 \% \leq 25 \%$ |
| | Medium | $>25 \% \leq 50 \%$ |
| | High | $>50 \%$ |

In addition, the probability of occurrence for the risks and opportunities was compared with the previous year's assessment.

| The assessment of the risks and opportunities compared to the previous year results from the change in the probability of occurrence: | Change class | Change probability of occurrence |
| :--: | :--: | :--: |
| | Lower | significant lower |
| | Equal | unchanged |
| | Higher | significant higher |

Key risks and opportunities

| Risks and opportunities | Risks | | | Opportunities | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Potential impact | Probability of occurrence | Probability of occurrence in 2025 in comparison to the previous year | Potential impact | Probability of occurrence | Probability of occurrence in 2025 in comparison to the previous year |
| Fluctuation in average freight rate | Critical | Medium | Equal | High | Low | Equal |
| Fluctuation in transport volume | Critical | Medium | Equal | Medium | Low | Equal |
| Impairment of goodwill and other intangible assets | Critical | Low | Equal | - | - | - |
| Launch of the "Gemini Cooperation" | Critical | Low | New | - | - | - |
| Risks arising from investments | Critical | Low | Equal | - | - | - |

# Economic risks and opportunities

## General economic development

Container transport services are heavily dependent on the general prevailing conditions within and between economies worldwide and are subject to a high level of uncertainty of being affected to an above-average degree by fluctuations in the economic climate and crisis events. The development of freight rates, which has a significant influence on Hapag-Lloyd's financial and earnings position, is particularly dependent on the demand for container transport services and capacity supply on trades. The location and condition of the port infrastructure and the quality of the hinterland connections are essential factors, which can also be influenced by the economic developments in individual regions.

Developments in the global economy and, by extension, the expected volumes of container transport remain subject to a high degree of uncertainty in 2025. A detailed forecast can be found in the "General economic conditions" chapter as well as in the "Outlook" section.

The pace at which the global economy grows and the resulting increase in global trade is a significant factor that influences demand for container shipping services and thus the development of the container shipping companies' cargo volumes and the terminal operators' throughput volumes. Local crises and extraordinary global events could have a sustained negative impact on growth expectations, but also have a temporary positive commercial impact on container shipping. At the start of 2025, the prospect of a worldwide economic upturn remains subdued, especially because of the ongoing geopolitical centres of conflict such as the Russia-Ukraine war and the conflict in the Middle East, against the backdrop of which the high level of raw material prices and cost of living worldwide has not noticeably eased. The resulting uncertainties regarding further economic development cannot be estimated conclusively for the remainder of the year.

Accenture Cargo believes that the volume of global container shipments will rise by $4.3 \%$ in 2025. If the economic upturn and, by extension, the demand for container shipping services progresses at a faster rate than forecast in the current year, this would present an opportunity to achieve additional transport volume growth together with positive impacts on the earning's position.

# Trade flows and changes in general political conditions

The utilisation of the Group's transport and container capacities is influenced by the development of trade flows between the various geographic regions. In the case of transport between regions comprising net exporters and regions comprising net importers, capacity utilisation in the two directions is divergent. This results in empty legs and associated costs. An increasing imbalance in global trade could further push up the costs associated with empty legs and therefore have a negative impact on the earnings position. In addition, tighter import restrictions and escalating trade disputes could lead to a temporary weakening and relocation of Asian, as well as central and north American imports and exports. As a consequence, this could result in a downturn in transport volumes together with negative impacts on the earnings position.

H apag-Lloyd is active in many countries around the world. Its commercial activities can be hindered by political tension, wars, terrorism, and economic and social crises such as raw materials shortages and supply bottlenecks. This can result in disruptions to the production and supply chains of its customers or have adverse effects on its own liner services as well as terminal and infrastructure activities. As a further consequence of such disruptions, the use of ports and major waterways, in particular shipping channels like the Panama Canal or the Suez Canal, might be restricted. Individual countries could, as a consequence of financial or economic crises, resort to protectionist measures, for example by introducing import or foreign exchange restrictions. Other countries could initiate countermeasures, thereby prompting the fragmentation of global trade relationships and encouraging protectionism. This would have a negative impact on the development of container shipping, resulting in a negative effect on H apag-Lloyd's net asset, financial and earnings position.

The increasing industrialisation of the emerging economic regions in Latin America, Asia and Africa, and the rising prosperity in these countries may result in more goods being exchanged among these countries and with industrialised nations. This could offer additional opportunities for growth in liner shipping and terminal operations in 2025 as a result of new economic and trade agreements coming into force. H apag-Lloyd is endeavouring to participate in these growth markets with a suitable service network, which could have a positive impact on the transport volume beyond the expectation considered in the outlook as well as on the throughput volumes.

# Sector- and company-specific risks and opportunities

Fluctuation in average freight rate and transport volume
In respect of the development of freight rates and transport volumes in the Liner Shipping segment, there are differences between the various trades in which Hapag-Lloyd is active. Freight rates and transport volumes in container shipping are traditionally subject to sharp seasonal fluctuations. Freight rate developments are largely determined by the transport capacities available and in demand within a trade. Utilising resources of other liner shipping companies, for example in the form of alliances, cooperations or container slots aboard vessels is beneficial to cover all the key trades and to offer a global service network. This means the Company is better able to capitalise on opportunities arising from developments in transport volumes and vessel capacities. The development of transport volumes depends heavily on economic activity in the regions linked together by the trades. Hapag-Lloyd is working continuously on the further development of IT-based forecast models in order to minimise empty legs and reduce the costs incurred because of them. This results in cost advantages if efforts to reduce the empty leg ratio to below the market average prove to be successful, which could have a positive effect on the earnings position.

In view of the fact that transport capacities in the market are set to increase, due to new vessel orders among other things, intensified competition between shipping companies and stagnating demand for transport services may again lead to greater price competition in individual trades. If freight rates or transport volumes do not deliver the expected contribution to earnings, this could have a negative effect on Hapag-Lloyd's earnings position and liquidity.

A possible expansion of the services, for example into hinterland transport, could provide additional growth opportunities and therefore have a positive impact on Hapag-Lloyd's earnings position.

## Launch of the "Gemini Cooperation"

With the replacement of the "THE Alliance" partnership by the "Gemini Cooperation" starting from February 2025 onward, Hapag-Lloyd is implementing significant changes to processes, schedules and routes. In the event of operational start-up difficulties in the early stage of the cooperation, the new network may not fully realise network synergies, transportation volumes might be lost or additional costs might occur. Considering the operational challenges, the negative impact on Hapag-Lloyd's earnings position and liquidity is classified as critical and the probability of occurrence as low.

## Fluctuation in bunker consumption price

The Liner Shipping segment's business activity exposes it to market price risks arising from the procurement of fuels (bunker fuel) for the container vessel fleet. Bunker fuel expenditure accounts for a substantial proportion of overall operating costs. Fluctuations in bunker consumption prices have a delayed effect on transport expenses, depending on when the bunker fuel was purchased and subsequently consumed. The bunker consumption price is the most important factor influencing fuel costs, which is one of the main cost components for the container shipping industry. In the 2024 financial year, the cost of the vessels' fuel amounted to $14.1 \%$ of the Hapag-Lloyd Group's revenue.

As a rule, changes in the price of bunker fuel are usually aligned with the price of crude oil, which has been subject to substantial fluctuations and influenced by a number of economic and geopolitical factors in the past. After relatively stable bunker prices in the first half of 2024, prices decreased until the end of the year. In view of the changing political landscape and the resulting expectations for economic growth, the development of crude oil prices and thus bunker prices in the rest of the year is subject to uncertainties. Should the downward trend in bunker prices continue, there is a possibility that fuel costs will be more stable or lower than previously forecast. Conversely, an increase in bunker prices would result in increased fuel costs and potentially have the opposite effect. The negative impact on the earnings and financial position is classified as bearable and the probability of occurrence as low.

To limit the effect that rising bunker consumption prices have on its shipping costs, Hapag-Lloyd is endeavouring to offset a portion of the fluctuations in raw materials prices by means of the Marine Fuel Recovery (MFR) mechanism on freight rates. In addition to various parameters, the MFR mechanism takes account of price fluctuations with an optimised coverage of upward and downward movements in fuel market prices. However, the extent to which this can be implemented depends heavily on the prevailing market situation. If the cost increases cannot be passed on to customers, or can only be passed on in part, this will have a negative impact on earnings. In general, price risks emanating from fuel procurement can be hedged by means of hedging transactions in accordance with the internal strategy. However, these hedging transactions do not exist at present.

# Information technology and security

Information and communication technologies are indispensable to Hapag-Lloyd for executing, managing, documenting and developing its business processes globally. The availability of IT systems enables continuous processing of data to ensure efficient management of business processes and costs.

An IT systems failure, for example due to defective hardware and software components as well as network configuration, or also a temporary total failure of the IT infrastructure due to a cyberattack could hinder business processes and lead to higher costs as a result of business interruptions. To respond to these risks, the IT systems are protected in several ways. Hapag-Lloyd also maintains an information security management system. Accounting for these and other risk responses, the negative impact on the financial and earnings position both from cyberattacks as well as from an unplanned, restricted availability of central IT systems is considered severe and the probability of occurrence of such events is classified as medium.

## Digital transformation projects

To continue to be able to offer innovative products and attractive services in the future, efficient processes and high-performance technologies are essential. Hapag-Lloyd pursues the further development of existing IT systems and the expansion and modernisation of the digital infrastructure within the scope of various initiatives and projects. The, in part, high complexity due to the interdependencies of different systems and technologies, but also due to constantly changing customer and user needs, can result in delays and unplanned cost increases in transformation projects.

#### Abstract

Risks from capacity bottlenecks at ports and in regional logistics chains Over the past few years, capacities in container shipping have grown more quickly than the number of available berths at the ports. If transport and container capacities were increased further, the loss of time at the ports concerned could be even greater. Furthermore, imbalances in trade flows could culminate in regional bottlenecks in the availability of vessel and container capacities. This, along with temporary (partial) closures of container terminals due to crisis events, could lead to waiting times at the ports in question and result in a sometimes considerable amount of lost time during loading and unloading of the vessels as well as higher warehousing costs. If these cost increases for longer dwell times of containers cannot be fully passed on to customers and the delays in the transport chains cannot be reduced, this will have a negative impact on earnings and on transport volumes.

Labour disputes at the ports could likewise make it difficult to adhere to schedules and possibly result in substantial additional costs, with negative effects on Hapag-Lloyd's earnings position. This could put pressure on Hapag-Lloyd's operating result and financial position.

# Fluctuation in charter rates

Within the framework of a charter contract, a vessel owner puts a vessel at the disposal of a container liner shipping company for a contractually agreed period. The owner usually also provides the crew, insures the vessel and takes responsibility for maintenance. As charter rates are subject to severe fluctuations influenced by how market participants anticipate that supply of and demand for vessel capacities will develop in the future - especially for short-term contracts chartering vessels in periods of increasing demand can be more expensive than operating own vessels.

As a rule, charter rates shadow the trend in freight rates, which are dependent on expectations regarding the future development of the supply of and demand for transport capacities, with a time lag of several months. This time lag in adjusting charter rates is caused by the contractual bond between the vessel's owner and the liner shipping company. This means that in the event of increasing demand, the owner cannot raise their charter rates before the contract expires. If demand is weakening, on the other hand, the shipping company cannot reduce its charter rates before existing contracts expire. In this case, because of price competition among other factors but also due to a decrease of the transport volume as a consequence of declining demand for transport services, falling freight rates accompanied by fixed charter rates can lead to a decrease in revenue, particularly after a phase of high demand for transport services and vessel chartering. As a result, Hapag-Lloyd may be unable to reduce its portfolio of chartered vessels with above-average charter rates in comparison to the spot market for several months as a response to falling freight rates.

It cannot be ruled out that rising charter rates and corresponding cost increases cannot be fully passed on to customers in the form of higher freight rates. The market fluctuations between the supply of and demand for transport services can lead to opportunities as a result of the achievement of cost advantages and increasing freight rates. If there is a large inventory of chartered vessels, there may be cost advantages lasting several months if vessels are chartered at favourable rates and the freight rates increase as a result of higher demand. This could have a positive effect on the Liner Shipping segment's earnings position.

# Risks from the operation of vessels and terminals

The operation of vessels and terminals involves particular risks which include accidents, collisions, total loss of a vessel, environmental damage, fire, explosions, loss of or damage to the cargo, damage caused by material defects, human error, war, terrorism, piracy, political activities in individual countries, loss of certification of vessels, difficult weather conditions and delays resulting from strikes by the crews or dock workers.

The points listed above can prevent vessels from operating, impede a shipment's progress or lead to the death or injury of people as well as to pollution of the environment and the loss of or damage to property such as port facilities and terminal equipment. This could damage the reputation of the Company and put pressure on customer relationships. As far as possible, Hapag-Lloyd has concluded economically appropriate insurance policies to counter these risks. However, it cannot be ruled out that the existing insurance policies do not cover the full amount of all types of financial damage. This could have a significant negative impact on Hapag-Lloyd's net asset, financial and earnings position.

## Risks arising from the loss of the US flag business

Hapag-Lloyd is one of three international container liner shipping companies that provide container transport services for the governmental organisations of the USA (US flag business). If Hapag-Lloyd no longer meets the requirements for this, it could have a negative impact on its earnings position. The US flag business is operated through the company Hapag-Lloyd USA LLC.

## Financial risks and opportunities

## Management of financial risks

Within the scope of its ordinary, global business activities, Hapag-Lloyd is primarily exposed to currency risks and liquidity risks, which can have a significant impact on its net asset, financial and earnings position. Further information on the Group's financial position and the management of financial risks can be found in the economic report.

Liquidity and access to capital markets
The financial management is managed centrally at Hapag-Lloyd and aims to ensure the permanent solvency of the Group and thus its ability to maintain financial stability at all times. The Company pursues the goal of securing a sufficient liquidity reserve for itself by means of syndicated credit facilities and bilateral bank loan credit facilities, as well as its portfolio of cash and cash equivalents. In addition, lending limits (so-called loan-to-value ratios) are typically agreed in vessel loans, which are reviewed continuously (usually every six months) by the lenders. Failure to meet these loan-to-value ratios generally means that adequate replacement collateral has to be procured or a corresponding unscheduled repayment has to be made under the loan. Should this not be possible, failing to meet the ratios could have a negative impact on the liquidity supply and the financial position of Hapag-Lloyd. As at the reporting date, the used-market prices for vessels provide a sufficient buffer in the loan-to-value ratios of the Company's vessel loans. Covenant clauses of a type customary on the market have been arranged for existing financing through bonds or loans. These clauses primarily concern equity and liquidity of the Hapag-Lloyd Group along with certain loan-to-value ratios. Compliance with any equity and liquidity indicators is monitored on regular basis. Non-compliance with the agreed reporting covenants would lead to a tightening of reporting requirements. Non-compliance with the agreed minimum covenant would also entitle the financial institutions concerned to call in the outstanding loan amounts immediately. This would have a negative impact on liquidity supply and Hapag-Lloyd's financial position. The probability of occurrence of this risk in the outlook period is classified as very remote.

Any change to Hapag-Lloyd AG's rating or that of the bond it issues could result in modified conditions for raising new funds and could adversely affect the price and the fungibility of the securities it has already issued. A downgrade of the rating could therefore have negative effects on the financing costs of Hapag-Lloyd, which in turn would adversely affect the Group's earnings position. A rating upgrade would have the opposite effect.

Risks arising from the impairment of goodwill and other intangible assets In the event that an impairment test identifies the need to recognise an impairment charge for goodwill or for other intangible assets, this could have a significant negative effect on Hapag-Lloyd's earnings position and equity base. The impairment tests as at 31 December 2024 did not identify any need for an impairment charge. Against the background of the uncertainties in the macroeconomic environment, for example changes in the interest rate level, the probability of a potential need for an impairment of goodwill or other intangible assets is classified as low at the time of reporting.

# Risks arising from investments

Hapag-Lloyd holds stakes in various companies and joint ventures worldwide, particularly in the terminal and logistics industry, and has also entered into agreements to acquire further stakes in companies. The earnings position, and therefore the dividend distributions and investment value of the company holdings, are in part dependent on the demand for relevant services of the respective company. A demand decrease for example in container transport services in the terminal business would have a negative impact on the earnings position of the investments and therefore also on the earnings and net asset position of Hapag-Lloyd. The probability of occurrence of a need for an impairment of investments in equity-accounted investees is assessed as low.

## US dollar exchange rate fluctuations

In international container shipping, the US dollar is the currency in which the bulk of services are usually invoiced. This applies to freight and charter rates, fuel, and the financing of containers and vessels. The US dollar is the functional currency within the Hapag-Lloyd Group. However, the Group is a business which conducts its operations worldwide and because various currencies account for its income and expenses it is exposed to exchange rate fluctuations which offer both opportunity and risk potential. This also applies to financial debt assumed in euros.

The reporting currency for the Hapag-Lloyd Group and the individual financial statements of Hapag-Lloyd AG is the euro. Changes in the USD/EUR exchange rate thus have a bearable impact on the key financial indicators reported in the Group, annual and quarterly financial statements. As a result, the key financial indicators reported in euros can diverge significantly from the key financial indicators for the operating activities reported in US dollars. The probability of occurrence is classified as low.

The materiality of exchange rate fluctuations is monitored on an ongoing basis. If necessary, the Group hedges a portion of its net cash outflows using a rolling hedge with the aim of limiting currency risks in the consolidated financial statements. Despite this, fluctuations in exchange rates can have an influence on Hapag-Lloyd's earnings position.

## Interest rate fluctuations

Interest rate fluctuations may arise as a result of raising new funds or in the case of monetary investments. Potential interest rate increases for financial debt are reduced with a balanced portfolio of fixed and variable interest rate structures. Interest rate hedges can be implemented further, if necessary. In the case of monetary investments, however, an increase in the interest rate represents an opportunity, while a decrease in the interest rate would have a negative impact on the expected interest result. The probability of occurrence of this risk in the outlook period is classified as low and the impact on the earnings position and liquidity as bearable.

Credit default risks
To prevent or reduce bad debt losses, Hapag-Lloyd operates a uniform, centrally controlled receivables management system. Its components include a standardised approval procedure for granting loans, complete with a creditworthiness risk check, securing the customer receivables by means of credit insurance, and a centrally managed reporting system for monitoring the outstanding amounts, including their age structure and the guidelines and rules of receivables management. Please refer to Note (13) Trade accounts receivable and other financial assets of the consolidated financial statements for information on the scope and type of credit risks as at the balance sheet date.

Bank default risk management covers the Hapag-Lloyd Group's derivative financial instruments and financial investments. The maximum default risk of the derivative financial instruments concluded is restricted to the sum of the positive market values of all of these instruments because the financial damages in the event of their non-fulfilment by the contractual partners would not exceed this amount. No default risks are expected as derivative financial instruments have been concluded with different borrowers of impeccable credit standing. Nonetheless, the counterparty risk is managed by means of internal bank limits and monitored constantly to restrict the risk position by adjusting the limit if necessary.

# Legal risks and opportunities

Legal and regulatory frameworks
As a global container transport service provider and terminal operator, Hapag-Lloyd is subject to numerous regulations with domestic and international applicability. The alteration or broadening of such regulations and the necessity of obtaining further authorisations and the expansion of requirements in relation to documentation and proof could be a burden on the course of business and possibly increase the complexity of business processes due to the adjustments required.

These regulations include numerous safety, security and customs regulations in the respective countries of origin, transit and destination as well as monitoring, reporting and control regulations for example emission measurement systems. The Company could face considerable fines if it infringes applicable regulations.

In connection with this, customs duties could be levied or fines imposed on exporters, importers, terminal operators or the shipping company. Based on current and foreseeable regulatory frameworks, there are no discernible factors that could lead to restrictions affecting the Group's commercial activity.

Against the background of the extraordinary market conditions in container shipping during the COVID-19 pandemic and their impact on global supply chains, regulatory measures could be taken to promote transparency and ensure fair conditions of competition especially regarding the passing of detention and demurrage charges. A financial risk as a consequence of investigations into potential distortions of competition exists in the form of costs for legal disputes, the ordering of fines as well as possible retroactive claims from customers.

In the age of digitalisation, data protection and data security are crucial in maintaining confidence between customers and companies. The introduction of the General Data Protection Regulation (GDPR) has bolstered the trend towards more stringent data protection regulations and stricter penalties, particularly in Asia, Latin America and the Middle East. In addition to conventional data protection regulation, some countries and multinational organisations are seeking greater standardisation in the area of IT security and the regulation of data sovereignty.

Furthermore, the increasing digitalisation and automation of business processes is altering Hapag-Lloyd's risk exposure, which means that the additional risks relating to data protection law must be continuously assessed and managed. The probability of occurrence of such risks is classified as low and the net impact on Hapag-Lloyd's earnings and financial position as bearable.

# Sustainability-related risks

Achieving the 1.5-degree target of the Paris climate protection agreement involves major research and investment efforts. The maritime industry has invested in climate and environmental protection in recent years and will intensify such activities in the future. To ensure standardised and effective instruments, the specification of existing regulations and the development of further measures by the International Maritime Organization (IMO) and supranational institutions are to be expected.

A tightening of existing legal requirements or regulatory timeframes to reduce greenhouse gas emissions could entail transition risks, including in the form of higher costs and a need for greater investment in technological innovations. This, in turn, could have a negative impact on the earnings, financial and net asset position.

The legal anchoring of corporate due diligence obligations with respect to international supply chains entails an expansion of the scope of responsibility of companies as well as increasing requirements, among other things, for the integration of corresponding monitoring and risk mitigation processes for respecting human rights and compliance with labour rights standards. There is a risk that Hapag-Lloyd could face considerable fines in the event of a breach of due diligence obligations. In addition, with the entry into force of the European Directive on corporate due diligence with regard to sustainability, the requirements for corporate due diligence and liability claims will be expanded in the future. The associated increase in the range of fines would increase the risk exposure accordingly.

#### Abstract

Risks relating to legal disputes as well as tax and customs regulations Hapag-Lloyd AG and some of its subsidiaries are currently involved in legal disputes. These include disputes with foreign tax authorities, claims asserted by former employees and disputes arising from contractual relationships with suppliers, former agents and customers. Even if the Company is successful in legal disputes, they can involve higher expenses with a negative impact on the earning's position if uninsured and can damage the Company's reputation. The impact is classified as bearable and the probability of occurrence of these risks is classified as low from an overall perspective.

Hapag-Lloyd is also subject to regular tax audits in various countries where the Group conducts large-scale business activities (e.g. Germany, India, Turkey). These tax audits may lead to the payment of tax arrears. To the extent that the Company can expect to incur charges, and these charges are quantifiable, these have been accounted for by creating corresponding provisions. The impact is classified as bearable and the probability of occurrence of these risks is classified as low from an overall perspective.

# Strategic risks

In this section, those developments are described as strategic risks which, in addition to the aforementioned risks, could negatively affect the medium and long-term business development, i.e. after the outlook period, and in retrospect, could represent strategic inflection points in the industry. Depending on the manifestation of the underlying drivers, these strategic risks could negatively affect the earnings, financial and net asset position, and the achievement of both the corresponding core objectives of the strategy and the strategic financial and non-financial objectives included in it. To achieve the Company's strategic objectives, a catalogue of measures has been developed.

## Structural demand＆supply imbalance

Unlike the economic and sector-specific risks described above in connection with supply and demand for container transport services, this risk describes the manifestation of a systemic imbalance of supply and demand. A sudden increase in transport and container capacities could, on the one hand, be limited in its effectiveness by the fact that transport infrastructures on land are not created and expanded to the same extent. On the other hand, a simultaneous onset of structurally stagnant or declining transport demand could result, for example, from the reorganisation of supply chains due to shifts in sourcing and production locations against the backdrop of geopolitical conflicts and macro- and microeconomic deterioration in leading and emerging economies.

Viability of core liner business model
Hapag-Lloyd's business model as globally operating liner shipping company is dependent on various internal, but also external influencing factors, whose technological as well as regulatory reform harbours uncertainty. The ability to respond quickly to customer needs for technological innovations and process improvements is a critical success factor, as is the rapid adoption of disruptive transport technologies and technological innovations. In addition, further consolidation among liner shipping companies and ongoing consolidation of the transport sector, e.g. in the form of vertical transport chain integration, could have an equally negative impact on Hapag-Lloyd's business development as the fragmentation of the competitive field due to the market entry of new, non-traditional competitors. Furthermore, the equal tax treatment of container transport services in the competitive environment, both locally and globally, also contributes to the viability of Hapag-Lloyd's business model. A change in the existing legal framework with regard to the continuation of the tonnage tax or even the introduction of global minimum taxation could have a negative impact on the profitability of the liner shipping business model.

# Geopolitical conflicts and protectionism

Changes to the economic interactions between nations due, inter alia, to national security concerns, unilateralist tendencies or armed conflicts over territories and market access could have significant repercussions on Hapag-Lloyd's commercial activities. Perceived and actual threats in the form of tariff escalation, currency measures, controls over investments and trade restrictions as well as other protectionist actions and their potential negative impact on international relations, world trade and economic security could result for example in supply chain diversifications, retraction of investors or the withdrawal of investment commitments and limit the availability of goods, services, technologies and other resources.

## Response to global warming

Further global warming, the resilience of the implementation timeframe for climate change-related regulations and the potential acceleration of this timeframe as well as the possible inability of the Company's sustainability measures to contribute sufficiently to the achievement of climate-neutral business operations, could have a negative impact on Hapag-Lloyd's business performance. The resulting uncertainty is driven in particular both by climate change-related physical risks such as an increase in extreme weather events and by transition risks in the form of insufficient technological progress in the development and regional availability of climate-neutral fuels and also globally inconsistent regulations for the pricing and taxation of emissions.

Regulatory restrictions on cooperation between liner shipping companies Regulations such as the U.S. Ocean Shipping Act form a significant part of the legal framework for cooperation between container liner shipping companies in the form of alliances and other standard market practices of cooperation. A repeal or more restrictive reform of these and other competition law regulations, but also a strategic realignment of competitors and alliances could lead to restricted cooperation opportunities regionally and globally. This could have an indirect negative impact on cost efficiencies, business processes and operational structures.

Black swan
Black swan describes an extremely rare and unforeseen event that ripples through systems with complex dependencies and thus creates an impact of unexpected magnitude. Root causes for these events are diverse and can originate from natural hazards e.g., in the form of geological, meteorological, hydrological, and biological events, or could arise as a consequence of anthropogenic hazards, e.g. damage to the environment or other disaster events.

# OVERALL ASSESSMENT OF RISKS AND OPPORTUNITIES

The assessment of Hapag-Lloyd's overall risk picture is the result of a consolidated analysis of all of the Group's key individual risks and opportunities. After the reporting date of 31 December 2024, there are currently no indications of any risks, either alone or in combination with other risks, which endanger the continued existence of Hapag-Lloyd as a going concern. The occurrence of one or more of these risks could have a substantial negative impact on the industry and, by extension, on the business development of Hapag-Lloyd in the 2025 financial year, which could also lead to impairments on goodwill, other intangible assets and property, plant and equipment as well as for companies accounted for using the equity method.

The main risk facing Hapag-Lloyd in 2025 continues to be a market environment characterised by a strong level of competition and an imminent oversupply of transport capacities, which could lead to a further intensification of the pressure on freight rates and on transport volumes. This, in turn, could have a significant potential impact on the earnings position. The outlook for global economic performance is positive, and this should lead to increasing global trade and therefore to growing demand for container transport services. This outlook for the year is subject to uncertainties especially in view of the current situation in the Middle East and its consequences as well as due to the sustainable recovery of economic developments and therefore also on the development of the container transport volume, which still cannot be conclusively assessed.

## Description of the significant characteristics of the internal control system

## Concept and objectives

Hapag-Lloyd has established an internal control system (ICS) based on the internationally acknowledged framework "COSO (Committee of Sponsoring Organizations of the Treadway Commission) Internal Control - Integrated Framework" for its liner shipping operations. However, the topic of compliance is addressed separately in the Compliance Management System.

The primary objectives of the accounting-related ICS are, on the one hand, to decrease the risk of significant errors that have an impact on income, costs and liquidity, or to detect and correct such errors promptly if they occur as well as, on the other hand, to decrease the risk of material misstatements in financial and non-financial reporting, to detect substantially incorrect valuations and to ensure compliance with applicable accounting regulations.

The principles, procedures and measures implemented to this end are regularly checked and enhanced. Irrespective of its form or structure, however, an ICS cannot provide absolute assurance that these objectives will be achieved.

# Structure and monitoring

A central ICS coordination unit exists for the continuous further development and securing of the ICS. A central technical platform also exists.

The ICS platform contains the key controls defined for the ICS in a central risk control matrix. By defining the persons responsible for the controls and organisations, it also contains the organisational structure established for the ICS. In addition to controls to ensure that operational company objectives are achieved, this ICS also includes the accounting-related ICS.

Hapag-Lloyd has put in place an annual standard procedure to confirm the establishment of the ICS. During the year, both a global internal self-assessment of the controls in the ICS is conducted and an external assessment for a part of these controls. The results are recorded and the remediation of identified weaknesses is tracked.

On this basis, the status of the internal controls is evaluated for the main central departments of Hapag-Lloyd AG and its subsidiaries of the liner shipping operations by the responsible management as at the reporting date of 31 December 2024.

The ICS results are subsequently summarised and evaluated as part of the preparation of the annual ICS report, including an evaluation of the Compliance Management System. On this basis, the Executive Board informs the Hapag-Lloyd AG Finance and Audit Committee about the ICS.

For the terminal and infrastructure operations, internal controls are independently managed by the local entities' management. It is planned to start expanding the scope of the Hapag-Lloyd AG ICS to these subsidiaries in 2025. For 2024, the HL Terminal Holding B.V. (also known with its trade name Hanseatic Global Terminals), as well as its consolidated subsidiaries, are included in the annual ICS evaluation described above and reporting based on an ICS confirmation by their responsible management as at the reporting date of 31 December 2024.

## General internal control activities

Potential effects on the corporate objectives are often already taken into consideration in the organisational environment - e.g. before being approved by the Executive Board, significant investments and financing should already be agreed on, in particular with the Controlling department in light of their operational effects, and with the Accounting department in relation to their presentation in the financial statements - and are critically assessed.

Further risks are also identified and evaluated by having a broad participation of the heads of the central departments in the Risk Committee, so that significant developments or events within the Group and their potential operational and accounting-related effects can be identified and assessed at an early stage.

In concrete terms, monitoring is performed by means of internal controls. Some of these are integrated into processes, while others are established independently of them. These internal controls encompass preventive as well as detective activities.

Segregation of duties and a four-eye principle are established as fundamental process-integrated controls to ensure the effectiveness, efficiency and appropriateness of the main business processes and accounting. For example, financial entries and payments are authorised by internal approval and release procedures. The access controls that have been implemented in the IT systems shall ensure that the main business and booking systems can only be accessed by authorised employees. In addition, reports concerning changes and exceptions are verified, for example, as detective control activities for selected areas.

The Corporate Audit department has a fundamental monitoring role to play in the process-independent control measures. The Corporate Audit department reports to the CFO of Hapag-Lloyd AG and has a wide range of information, audit, and access rights to enable it to fulfil its role as an internal auditor and advisor. The subjects examined by the Corporate Audit department are systematically selected using a risk-based audit approach. They regularly include significant units, processes, and internal controls. The Corporate Audit department is subject to independent quality assessments in the commonly applied intervals of five years, examining compliance with the professional standards issued by the German Institute of Internal Auditors (DIIR), most recently in 2021. Within Hapag-Lloyd's terminal and infrastructure operations a similar audit function existed at SAAM Ports S.A. in 2024. It was centralised in the Corporate Audit department of Hapag-Lloyd AG at the beginning of 2025.

Organisation and significant processes in accounting and consolidation
Hapag-Lloyd AG prepares its annual financial statements in accordance with German accounting standards and its consolidated financial statements in accordance with the requirements of IFRS. An IFRS accounting guideline is applied. This is codified in the form of specific accounting instructions. Changes to the legal provisions and standards are constantly monitored and the accounting guidelines and instructions are examined promptly for any adjustments that might be required.

The central Accounting department has overall responsibility for the consolidation process, the preparation of the financial statements and the Group and of the individual reporting of Hapag-Lloyd AG. Information is obtained from other departments and processed in the course of preparing the financial statements. This includes information from the central Treasury\&Finance department for the reporting of hedge relationships and financial derivatives, and information on the business planning from the central Controlling department pertaining to Company planning in relation to the impairment tests.

Individual items are accounted for based on external advice and expert opinions, such as actuaries for pension valuation. The process of preparing the financial statements is carried out in accordance with a detailed time schedule (the financial statements calendar), which is agreed with the departments and subsidiaries. The central Accounting department is responsible for ensuring that these time limits are adhered to. Accounting throughout the Group is supported by means of suitable and commonly used accounting systems at Hapag-Lloyd AG and its subsidiaries. The subsidiaries send Group reporting packages needed for the preparation of the consolidated financial statements. The consolidated financial statements are prepared on the basis of these packages by using the SAP Financial Consolidations (FC) system. The necessary steps to be taken in the consolidation process are performed by the central Accounting department.

# DECLARATION ON CORPORATE GOVERNANCE

## PRINCIPLES OF CORPORATE GOVERNANCE AND CORPORATE STRUCTURE

Corporate governance comprises all principles relating to the management and monitoring of a company. Within this meaning, corporate governance is an expression of good and responsible corporate management and, as such, is an integral part of Hapag-Lloyd's management philosophy. In this declaration on corporate governance, Hapag-Lloyd therefore reports on the Company's governance in accordance with Sections 289 f (1) and 315 d of the German Commercial Code (HGB). The principles of corporate governance pertain, in particular, to cooperation within the Executive Board, the Supervisory Board, and between the two boards as well as between the corporate bodies and the shareholders, in particular, in the Annual General Meeting. They also pertain to the relationship between the Company and other persons and institutions that have a business relationship with Hapag-Lloyd.

## Commitment to the German Corporate Governance Code

Hapag-Lloyd AG is a listed corporation in accordance with German law. For Hapag-Lloyd, the starting point for ensuring responsible management and control of the Company that is geared towards sustainable appreciation is, in addition to compliance with the applicable laws, a commitment to the German Corporate Governance Code (GCGC).

As in the past, the Executive Board and Supervisory Board of Hapag-Lloyd AG gave a great deal of attention to the corporate governance system of the Company in the reporting year. The Executive Board and the Supervisory Board are committed to responsible corporate governance and identify with the objectives of the GCGC. The basis for this was the recommendations and suggestions of the German Corporate Governance Code in the version of 28 April 2022 that was published in the official section of the Federal Gazette (Bundesanzeiger) on 27 June 2022 (GCGC 2022). According to the preamble of the GCGC 2022, in the interests of good corporate management and an active corporate governance culture, responsible corporate governance does not preclude non-compliance with individual provisions of the code if the deviations are justified due to the specifics of the Company.

## INFORMATION ON CORPORATE MANAGEMENT AND CORPORATE GOVERNANCE

## Declaration of Conformity with the German Corporate Governance Code (GCGC) pursuant to Section 161 of the German Stock Corporation Act (AktG)

Section 161 of the German Stock Corporation Act (AktG) requires the Executive Board and Supervisory Board of Hapag-Lloyd AG to issue an annual statement indicating that the recommendations by the "Government Commission for the German Corporate Governance Code", published by the German Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette (Bundesanzeiger) were and are being complied with, or which recommendations were not or are not being followed and why. The statement must be made permanently available to the public on the Company's website.

Statement by the Executive Board and the Supervisory Board of Hapag-Lloyd Aktiengesellschaft on the recommendations of the German Corporate Governance Code Commission pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and the Supervisory Board of Hapag-Lloyd Aktiengesellschaft hereby declare that the Company has, since its last Declaration of Conformity in March 2023, complied and will in future comply with the Recommendations of the "Government Commission on the German Corporate Governance Code" in the version of 28 April 2022 (GCGC 2022) published in the official section of the Federal Gazette (Bundesanzeiger) on 27 June 2022 with the following exceptions:

- Purely as a precaution, a deviation from Recommendations C. 7 and C. 10 sentence 1 var. 2, sentence 2 GCGC 2022 is declared.

According to Recommendation C. 7 GCGC 2022, more than half of the shareholder representatives on the Supervisory Board shall be independent from the Company and its Executive Board. When assessing the independence of their members from the Company and its Executive Board, the shareholder representatives shall in particular take into account whether the Supervisory Board member (i) holding a position of responsibility at a company outside the group currently has or has had a significant business relationship with the Company or a company controlled by the latter or (ii) has been a member of the Supervisory Board for more than 12 years.

Of the eight shareholder representatives on the Supervisory Board of Hapag-Lloyd Aktiengesellschaft, five hold positions of responsibility in (group companies of) the core shareholders of Hapag-Lloyd Aktiengesellschaft: Dr Isabella Niklas being Spokesperson of the Management Board of HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH in Germany (HGV), José Francisco Pérez Mackenna being Chief Executive Officer of Quiñenco S.A. in Chile (Quiñenco), Oscar Eduardo Hasbún Martínez being Chief Executive Officer of Compañía Sudamericana de Vapores S.A. in Chile (CSAV), Karl Gernandt being President of Kühne Holding AG in Switzerland (Kühne) and Dr Andreas Rittstieg being member of the Board of Directors of Kühne. Hapag-Lloyd Aktiengesellschaft maintains a material business relationship with group companies of HGV, Quiñenco group, to which CSAV belongs, and the Kühne group. Moreover, Mr Gernandt has been a member of the Supervisory Board of Hapag-Lloyd Aktiengesellschaft for more than 12 years. These circumstances indicate that Dr Isabella Niklas, José Francisco Pérez Mackenna, Oscar Eduardo Hasbún Martínez, Karl Gernandt and Dr Andreas Rittstieg, respectively, lack independence from the Company within the meaning of the GCGC 2022. A deviation from Recommendation C. 7 GCGC 2022 is therefore declared as a precautionary measure.

Moreover, according to Recommendation C. 10 sentence 1 var. 2, sentence 2 GCGC 2022, the Chair of the Audit Committee shall be independent from the Company and the Executive Board as well as independent from the controlling shareholder.

The Chair of the Audit and Financial Committee of Hapag-Lloyd Aktiengesellschaft, Oscar Eduardo Hasbún Martínez, is also the managing director of a shareholder with a significant direct interest in Hapag-Lloyd Aktiengesellschaft, with whom, as described above, there exists also a significant business relationship. Against the background of the unclear prerequisites of the concept of independence from a controlling shareholder and the indicators of a lack of independence from the Company fulfilled in the present case, a deviation from Recommendation C. 10 sentence 1 var. 2, sentence 2 GCGC 2022 is declared as a precautionary measure as well. The Supervisory Board is convinced that the exercise of the office of Chair of the Audit and Financial Committee by Mr Hasbún Martínez is in the interest of the Company and all its shareholders, as Mr Hasbún Martínez is perfectly suited to chair the Audit and Financial Committee. In addition, it is to be assumed that other candidates for the Chair of the Audit and Financial Committee may lack the required independence within the meaning of Recommendation C. 10 sentence 1 var. 2, sentence 2 GCGC 2022 for similar reasons.

Besides, there are no doubts as to the independent exercise of their offices by the five aforementioned members of the Supervisory Board.

- Recommendations G. 6 and G. 7 sentence 1 GCGC 2022 are not complied with for financial year 2023. According to Recommendation G. 6 GCGC 2022, the variable compensation resulting from the achievement of long-term targets should exceed the share resulting from short-term targets. According to Recommendation G. 7 sentence 1 DCGK 2022, the Supervisory Board shall determine the performance criteria for all variable compensation components for each member of the Executive Board for the upcoming financial year, which - in addition to operational objectives - shall primarily be based on strategic objectives.

In the financial years 2022 and 2023, the focus was on the acquisition of various (inter-) national terminal operations. For the sustainable and long-term development of the Company, it is important to integrate these terminal operations (after a closing of the respective transaction currently still outstanding has occurred, as the case may be) into the Company in a timely manner. In order to reflect the strategic importance of this integration and the associated entrepreneurial challenge also in the remuneration, the Executive Board's remuneration is to be supplemented by a remuneration component limited in time to the financial year 2023 on the basis of a correspondingly amended remuneration system of the Executive Board approved by the Annual General Meeting on May 3, 2023. Taking this additional compensation component into account, the variable compensation from the pursuit of long-term goals will not make up the majority of the variable compensation if the targets are achieved in full. However, this is limited solely to the remuneration for the financial year 2023, whereby the relevant performance criteria were not defined until 2023 and therefore not before the start of the financial year.

- Recommendation G. 10 GCGC 2022 is not complied with. According to this Recommendation, the variable remuneration granted to the members of the Executive Board shall be predominantly invested in Company shares by the respective Executive Board member. Granted long-term variable remuneration components shall be accessible to Executive Board members only after a period of four years. Due to the low level of free float, the remuneration system of the Company's Executive Board does neither provide for any share-based remuneration nor for any multi-year holding obligation.

In the case of any inconsistency, the German version of this declaration prevails over the English one.

Hamburg, in March 2024
Executive Board and Supervisory Board
Hapag-Lloyd Aktiengesellschaft

The current Declaration of Conformity can be found at https://www.hapag-lloyd.com/en/ company/ir/corporate-governance/compliance-statement.html

In addition to compliance with these accepted principles, Hapag-Lloyd's own guidelines and standards contribute to good corporate management and sustainable corporate development of the Company as well.

Through the Global Code of Ethics Hapag-Lloyd articulates its commitment to act lawfully, sustainably and with integrity, and displays social responsibility. The Global Code of Ethics is subject to regular review and was last revised comprehensively in the financial year 2024. It is intended to serve employees as a guideline in performing their responsibilities and defines the basic values of the Company. It serves, in particular, as a guideline on how to treat customers, suppliers and competitors fairly and also addresses conduct within the Company.

Hapag-Lloyd believes that it is not only important that its employees are responsible and comply with high legal and ethical standards, but also views itself as a company that particularly values environmental protection, high quality standards, economic viability, and the health and safety of its employees.

This ethos is firmly anchored in the Company's sustainability policy. The Company's sustainability policy can be found at https://www.hapag-lloyd.com/en/company/responsibility/sustainability/ strategy.html

The significant importance of quality and environmental protection at Hapag-Lloyd is also reflected in the globally applicable integrated quality and environmental management system (ISO 9001 and ISO 14001). Hapag-Lloyd uses this system to cover all the activities along its global transportation chain. Detailed information about Hapag-Lloyd's quality and environmental protection programmes can be found at https://www.hapag-lloyd.com/en/company/responsibility/ sustainability/environment.html

Environmental responsibility and decarbonisation in addition to outstanding customer service and innovative digital solutions are the priority of our "Strategy 2030". More information on our "Strategy 2030" can be found at https://www.hapag-lloyd.com/en/company/about-us/ our-strategy.html

# Information on relevant corporate management practices

## Corporate governance

Apart from the exceptions mentioned and justified in the Declaration of Conformity, the Company follows the recommendations of the German Corporate Governance Code (see above).

## Compliance

At Hapag-Lloyd, compliance has top priority, as do high quality standards, proactive environmental protection and sustainability in management and all operational processes. The Company expressly commits to fair competition as well as compliance with all national and international laws that apply to Hapag-Lloyd, in particular with regard to corruption, bribery, sanctions, and embargoes as well as price fixing. Any internal or external violations of applicable law are strictly opposed and are not tolerated in any way. Hapag-Lloyd will under no circumstances accept any such legal violations and will legally pursue them. Hapag-Lloyd has a Global Code of Ethics which clearly spells out the respective conduct instructions (see above and below).

To prevent compliance-related breaches, the Executive Board has implemented a range of measures as part of the compliance management system. These include mandatory compliance trainings, which every employee worldwide must complete, as well as a whistle-blower system, which allows violations to be reported anonymously. Hapag-Lloyd's speak-up-line, as part of the whistle-blower system, in addition allows employees but also third parties to report on potential compliance-related violations. Hapag-Lloyd has an internal whistle-blower and non-retaliation policy in place that protects anyone who wants to report potential compliance-related concerns and ensures that all reported concerns are handled in an objective, fair, timely and confidential manner.

The compliance management system of Hapag-Lloyd AG, the implementation of which is seen to by the compliance organisation and the legal department, primarily consists of anti-competition and antitrust law, combating corruption, preventing fraud, and compliance with applicable embargoes and sanctions.

## Compliance organisation

The central Global Compliance team, which reports directly to the Chief Executive Officer of Hapag-Lloyd AG, as well as the compliance officers in the regional centres and the national affiliates, ensure that the Hapag-Lloyd compliance management system is implemented across the Group, for example through online as well as on-site training sessions. The Executive Board and the Supervisory Board are regularly updated via compliance reports.

The compliance organisation of Hapag-Lloyd makes it possible to fundamentally implement measures as part of the compliance management system which ensure that the Company complies with laws and internal and external guidelines.

During the 2024 financial year, the integration of the Terminal \&Infrastructure segment into the compliance management system was also started in order to ensure that regulatory requirements, transparent processes and an optimised risk monitoring can be complied with consistently. To strengthen this compliance strategy, a Compliance Officer of the segment is now part of the compliance organisation.

The compliance organisation is shown below:

Compliance organisation

Global Code of Ethics
The Global Code of Ethics reflects the corporate culture of Hapag-Lloyd and defines the basic values and expectations regarding the conduct of executives and employees, with regard to both internal and external relationships. This code summarises the principles governing fair dealings with each other as well as with the customers and business partners of Hapag-Lloyd (see above).

Statement on the appropriateness and effectiveness of the management systems geared to the company's risk situation
As described in the risk and opportunity report and the declaration on corporate governance, the process and organisational structure of the internal control system, the compliance and the risk management system are organised for the Group and are examined for improvement as part of regular monitoring. In addition, weaknesses identified on the basis of assessments by internal audit or external audits are also taken into account in the continuous development of the systems.

Due to the multi-layered process landscape and the introduction of data collection and reporting processes during the year as part of the implementation of the non-financial disclosure requirements, the maturity level of the internal control system regarding sustainability-related aspects does not yet correspond to that of the (Group) accounting-related internal control system. At the same time, the integration of non-financial risk reporting into the existing risk management system is currently being implemented.

At the time of the report, the Executive Board had no findings from its regular consultation of the internal control system, the compliance and risk management system in all material respects that would speak against the appropriateness and effectiveness of these systems in the 2024 reporting year.

None of the management systems geared to the Company's risk situation - even if they have been deemed as appropriate and effective - can rule out with absolute certainty circumstances which could impinge upon the early identification of risks or prevent erroneous statements in financial reporting, irrespective of their manifestation.

# Corporate responsibility

Hapag-Lloyd, with its long-standing tradition as a global company, bears a social responsibility towards its customers, employees, investors and the general public. Hapag-Lloyd therefore regards compliance with individual rights, laws and internal guidelines as the foundation of its own corporate and economic activities. The global focus and strategy of profitable growth require a common system of values and principles which serves as a code of conduct for all employees.

Hapag-Lloyd's compliance organisation helps to incorporate and permanently embed the aforementioned values in the corporate structure. It ensures that the compliance management system is implemented globally.

The important documents that outline the approach of the Hapag-Lloyd Group can be found online at https://www.hapag-lloyd.com/en/company/responsibility/compliance/overview.html

# Transparency

Informing the general public in a timely and consistent manner is an important element of good corporate governance for Hapag-Lloyd. The business development, corporate strategy and business model of Hapag-Lloyd are explained in particular in the financial reports, the annual report and investor relations presentations. In addition, details about the shareholder structure, Hapag-Lloyd's share and the terms and conditions of Hapag-Lloyd's issued bond are available. For this purpose, extensive information is available on the Hapag-Lloyd website in the Investor Relations section (https://www.hapag-lloyd.com/en/company/ir.html)

Our financial calendar provides a quick overview of the key publication dates. The most up-to-date financial calendar is available at https://www.hapag-lloyd.com/en/company/ir/calendar-events/ financial-calendar.html

Mandatory publications under capital market law - such as ad-hoc notifications, voting right notifications and information about managers' transactions - can be found at https://www.hapag-lloyd.com/en/company/ir/financial-news/financial-news.html

## Composition and functioning of the Executive Board and Supervisory Board

The German Stock Corporation Act (AktG) is the legal basis of the corporate governance of Hapag-Lloyd AG. It is further enhanced by the Company's articles of association and the provisions of the GCGC 2022 (see above).

The Executive Board manages the business of Hapag-Lloyd AG and represents the Company. It manages the Company under its own responsibility for the benefit of the Company, i. e. taking into consideration the interests of shareholders, employees and all other groups associated with the Company (stakeholders) and pursues the goal of sustainable value creation. It also develops the corporate strategy and controls and manages its implementation. The Executive Board ensures that the legal provisions and internal guidelines are complied with and that the Group companies follow them (compliance). It has also implemented an internal control and risk management system. It closely collaborates with the other corporate bodies for the benefit of the Company.

The Supervisory Board has issued rules of procedure for the Executive Board. These rules stipulate the division of responsibilities within the Executive Board and the transactions and measures that require a resolution by the entire Executive Board. The rules of procedure also include a list of transactions that may only be performed with the approval of the Supervisory Board.

The Executive Board members work together cooperatively and continually update each other about important measures and events in their business areas. In general, the Executive Board passes resolutions during regularly scheduled meetings. One member, Mr Rolf Habben Jansen, was appointed Chief Executive Officer. The Chief Executive Officer coordinates the work of the Executive Board members and the provision of information to the Supervisory Board. He also keeps in regular contact with the Chair of the Supervisory Board. Resolutions require a simple majority. If the vote is tied, the Chief Executive Officer has the casting vote.

As at 31 December 2024, the members of the Executive Board were:

| Name | Born | First appointment | Current appointment until |
| :-- | :--: | :--: | :--: |
| Rolf Habben Jansen | | | |
| Chief Executive Officer | 1966 | 2014 | 31 March 2029 |
| Donya-Florence Amer | | | |
| Chief Information Officer/ | | | |
| Chief Human Resources Officer | 1972 | 2022 | 31 January 2030 |
| Dheeraj Bhatia | | | |
| Chief Terminal \&Infrastructure Officer | 1973 | 2024 | 31 December 2026 |
| Mark Frese | | | |
| Chief Financial Officer/ | | | |
| Chief Procurement Officer | 1964 | 2019 | 30 November 2027 |
| Dr Maximilian Rothkopf | | | |
| Chief Operating Officer | 1980 | 2019 | 30 April 2027 |

Up-to-date information about the Executive Board members' responsibilities and their CVs can be found on the company website at https://www.hapag-lloyd.com/en/company/about-us/ management/overview.html

According to a resolution of the Supervisory Board on 13 September 2023, Mr Dheeraj Bhatia was appointed as a new Executive Board member with effect from 1 January 2024. Mr Bhatia took charge of the newly created Terminal \& Infrastructure ressort as of 1 January 2024.

The Supervisory Board works with the Executive Board to ensure that there is long-term succession planning for the Executive Board. When examining candidates for an Executive Board position, the Supervisory Board believes that the key suitability criteria are the candidates' specialist qualifications for the position in question, leadership qualities, previous performance and knowledge of the Company's business model. The Supervisory Board has adopted a diversity concept for the composition of the Executive Board that takes account of the recommendations of the GCGC 2022 and ensures that diversity is taken into consideration with regard to the composition of the Executive Board. For new appointments to Executive Board positions, most recently with the addition of the position of Chief Terminal \&Infrastructure Officer to the Executive Board in the 2023 financial year, the diversity concept adopted for the Executive Board has been taken into account. The current composition of the Executive Board reflects its diversity concept.

The diversity concept for the Executive Board comprises the following components:

- The target set by the Supervisory Board for the percentage of women on the Executive Board in accordance with Section 111 (5) of the German Stock Corporation Act (AktG);
- Appointments as a member of the Executive Board should end one year after the member's $65^{\text {th }}$ birthday as a rule. However, this age will increase in line with changes to the regulatory age limit in the statutory retirement pension system, and the Supervisory Board reserves the right to make exceptions in individual cases;
- Executive Board members should have long-standing managerial experience and, if possible, experience from a range of different professions;
- At least two Executive Board members should have international managerial experience;
- The Executive Board as a whole should have long-standing experience in the areas of finance and human resource management.

The Executive Board and the Supervisory Board of Hapag-Lloyd AG work together closely and in confidence for the benefit of the Company. The Executive Board and the Supervisory Board are jointly responsible for ensuring that the Supervisory Board is provided with adequate information. The Executive Board reports to the Supervisory Board pursuant to Section 90 of the German Stock Corporation Act (AktG) and in accordance with the rules of procedure of the Supervisory Board and Executive Board. It informs the Supervisory Board regularly, promptly and comprehensively about all questions relevant to the Company and the Group relating to strategy, planning, business development, the internal control and risk management system, and adherence to compliance guidelines. If the course of business deviates from the set plans and objectives, the Executive Board addresses this and provides reasons.

The Executive Board agrees the strategic orientation of the Company with the Supervisory Board and they regularly discuss the status of the strategy implementation. Furthermore, the Executive Board promptly submits to the Supervisory Board the transactions and measures that require the approval of the Supervisory Board pursuant to the articles of association or the rules of procedure of the Executive Board such as the Group's annual budget. The Supervisory Board may make other transactions and measures subject to its approval.

The Executive Board members must act in the interest of the Company. Members of the Executive Board may not pursue personal interests in their decision-making or use for their own advantage business opportunities that have arisen for the Company.

Executive Board members are subject to a comprehensive non-compete agreement while working for the Company. They may only enter into other commitments, especially positions on supervisory boards at companies that are not associated companies of Hapag-Lloyd AG, with the approval of the Supervisory Board. If they do accept such offices with the approval of the Supervisory Board, the Executive Board member in question performs the role in a personal capacity - adhering to their strict obligation of confidentiality and the strict separation of their activities as a member of the Company's Executive Board. Each Executive Board member is required to immediately disclose any conflict of interest to the Supervisory Board and the Chief Executive Officer and to inform the other Executive Board members as well.

No conflicts of interest arose among members of the Executive Board of Hapag-Lloyd AG in the 2024 financial year.

All transactions between the Company or one of its Group companies on one side and the Executive Board members and persons or undertakings close to them on the other side must adhere to customary industry standards (related party transactions). Related party transactions that require the approval of the Supervisory Board in accordance with Sections 111a et seq. of the German Stock Corporation Act (AktG) must be disclosed.

Hapag-Lloyd AG has taken out pecuniary damage liability insurance (D\&O insurance) for the members of the Executive Board and the Supervisory Board. For the Executive Board members, an excess of $10 \%$ of the damages up to 1.5 times the fixed annual remuneration of the Executive Board member in question has been agreed. Finally, a D\&O insurance policy is in place for the members of the Supervisory Board. This covers statutory liability arising from their Supervisory Board activities. A deductible is provided for the insured event.

The Supervisory Board of Hapag-Lloyd AG advises the Executive Board on the management of the Company and monitors its business administration. It appoints the members of the Executive Board, removes them if necessary, and appoints one of the members as the Chief Executive Officer. It determines the remuneration of the Executive Board members. It reviews the annual financial statements and the consolidated financial statements and is responsible for their approval and adoption. It also reviews the Executive Board's proposal on the appropriation of profits as well as the combined management report. The Supervisory Board has issued rules of procedure that govern its work. These can be found at https://www.hapag-lloyd.com/en/ company/ir/corporate-governance/rules-of-procedure-for-the-supervisory-board.html

The Supervisory Board regularly reviews how effectively it and its committees fulfil their tasks. Based on evaluation questionnaires completed in advance by the Supervisory Board members, an assessment is made of the achievement of the objectives and a self-assessment of the work of the plenary session and the committees is carried out in accordance with recommendations C. 1 and D. 12 of the GCGC. The Supervisory Board members received questionnaires to this end at the end of the financial year. The results of the evaluation of the work of the plenary assembly and the committees were discussed at the Supervisory Board meeting on 19 March 2025.

The Executive Board requires the approval of the Supervisory Board for decisions of an important and fundamental nature that are specified in a list of business transactions requiring approval. These include, for example:

- The approval of the business plan and annual budget;
- Investments of over EUR 100 million, unless already included in the annual budget;
- Access to assets with a value of more than EUR 75 million, unless already included in the annual budget;
- Legal transactions between the Company or a subsidiary of the Company and an affiliated company within the meaning of Section 15 et seq. of the German Stock Corporation Act (AktG), insofar as these are not part of regular business operations or are not conducted at arm's length;
- Borrowing outside of the annual budget with an amount of more than EUR 75 million;
- Acceptance of sureties, guarantees or similar liabilities as well as the provision of collateral, in each case for third-party liabilities outside of regular business operations, if the value in individual cases exceeds EUR 2 million;
- Conclusion, amendment or termination of contracts with businesses within the meaning of Sections 291 et seq. of the German Stock Corporation Act (AktG) in which the Company has an investment;
- Related party transactions that require approval within the meaning of Sections 111a et seq. of the German Stock Corporation Act (AktG).

The Supervisory Board currently consists of 16 members.

The Supervisory Board is subject to the German Co-Determination Act (MitbestG). Accordingly, the eight shareholder representatives are generally elected by the Annual General Meeting and the eight employee representatives are elected in accordance with the provisions of the German Co-Determination Act (MitbestG). As at the balance sheet date, one employee representative is court-appointed.

Each member of the Supervisory Board is required to act in the interest of the Company and may not pursue personal interests in their decision-making or use for their own advantage business opportunities that have arisen for the Company. Supervisory Board members must disclose any conflict of interest to the Chair of the Supervisory Board. This member is excluded from participating in resolutions at Supervisory Board meetings involving the matter where the conflict of interest exists. The Supervisory Board will outline any conflicts of interest that have arisen and how they were dealt with in its report to the Annual General Meeting. If a Supervisory Board member has a conflict of interest which is significant and not just temporary, this should lead to the termination of their position.

Any consulting agreements or other service agreements between a Supervisory Board member and the Company require the approval of the Supervisory Board. Such agreements and conflicts of interest among Hapag-Lloyd AG Supervisory Board members did not exist in the 2024 financial year. The Supervisory Board has issued rules of procedure that also govern the formation and responsibilities of the committees. The rules of procedure can be found on the Company's website. Two ordinary Supervisory Board meetings are held in every calendar half-year. In addition, Supervisory Board meetings may be convened as needed and/or resolutions passed by the Supervisory Board outside of meetings. If voting on the Supervisory Board is tied and a second vote results in another tie, the Chair of the Supervisory Board has the casting vote.

Composition goals and diversity concept for the Supervisory Board
The composition of the Supervisory Board must ensure that the body as a whole has the necessary knowledge, abilities and specialist experience to perform its roles properly. Each member of the Supervisory Board must ensure that they have enough time to perform their Supervisory Board role.

The Supervisory Board, in its meeting on 13 March 2024, amended the goals for its composition and adopted a revised competence profile for the body. Together with the statutory gender quota, these composition goals form the diversity concept, which ensures that the body has a diverse composition. When proposing resolutions to the Annual General Meeting for regular Supervisory Board elections and the election of a new Supervisory Board member, the composition goals and the diversity concept must be taken into consideration.

# Goals for the composition of the Supervisory Board

- At least one seat on the Supervisory Board on the shareholder side for one person with no potential conflicts of interest who is independent within the meaning of Recommendations C. 6 and C. 7 (1) GCGC 2022;
- The Supervisory Board should not have more than two former members of the Executive Board in accordance with Recommendation C. 11 GCGC 2022;
- In general, persons who have reached the age of 75 or who have been on the Supervisory Board of the Company for more than 20 years at the time of the election should not be considered for nomination.

# Competence profile for the Supervisory Board

- At least four Supervisory Board seats for individuals with in-depth knowledge of regions outside of Germany in which the Hapag-Lloyd Group conducts a substantial volume of business, due to their background and/or professional experience with an international relevance;
- At least one Supervisory Board seat for an individual who has expert knowledge within the field of accounting and at least one Supervisory Board seat for an individual who has expert knowledge within the field of auditing, each of which is therefore regarded as a financial expert in accordance with Section 100 (5) of the German Stock Corporation Act (AktG), whereas accounting and auditing also include sustainability reporting and its audit and assurance;
- At least two Supervisory Board seats for individuals with in-depth knowledge of and experience in the fields of risk management and controlling;
- At least two Supervisory Board seats for individuals with knowledge of the shipping sector, including the sustainability issues associated with this area and relevant to the Company;
- At least two Supervisory Board seats for individuals with sector knowledge in the area of port terminals and infrastructure, including the sustainability issues associated with this area and relevant to the Company;
- At least two Supervisory Board seats for individuals with experience in managing or controlling a major company;
- At least two Supervisory Board seats for individuals with knowledge and experience in the areas of corporate strategy development and implementation;
- At least two Supervisory Board seats for individuals with particular knowledge in the fields of corporate governance and compliance, including social and environmental corporate governance;
- At least two Supervisory Board seats for individuals with particular knowledge of human resources;
- At least one Supervisory Board seat for an individual with particular knowledge of information technology or digitalisation (including IT security).

## Diversity concept for the Supervisory Board

The diversity concept for the Supervisory Board comprises the following components:

- Goals for the composition of the Supervisory Board;
- Competence profile for the Supervisory Board;
- The gender quota of $30 \%$, which is already legally required for the composition of the Supervisory Board of Hapag-Lloyd AG in accordance with Section 96 (2) of the German Stock Corporation Act (AktG) and must be complied with accordingly.

As per a self-assessment by the Supervisory Board, it conformed with these goals for its composition on the reporting date of 31 December 2024. The implementation status of the competence profile as of 31 December 2024 is reflected in the qualification matrix below.

[^0]
[^0]: C Criterion is met, based on a self-assessment by the Supervisory Board. This means at least "good knowledge" and therefore the aptitude, on the basis of already existing qualifications and professional expertise, to understand and decide on the relevant issues within the tasks of the Supervisory Board.

1 In accordance with the German Corporate Governance Code, an indication of indepence for the employee representatives is not necessary.


In particular, the Supervisory Board fulfilled the goal requiring that at least one representative on the shareholder side be independent on the reporting date. In this regard, the shareholder representatives Mr Turqi Alnowaiser, H.E. Sheikh Ali bin Jassim Al-Thani and Mr Michael Behrendt were classified as independent within the meaning of GCGC 2022. Moreover, the Supervisory Board is in conformity with Recommendation D. 3 GCGC 2022, according to which at least one member of the Audit and Financial Committee must have expertise in the field of accounting, at least one other member of the Audit and Financial Committee must have expertise in the field of auditing and the chair of the Audit and Financial Committee shall have appropriate expertise in one of the two areas. Mr Karl Gernandt, currently chairing the Audit and Financial Committee, has expertise in the field of accounting as well as auditing, due to many years in management positions in companies, including management positions in a listed company. In addition, especially Oscar Eduardo Hasbún Martínez, member of the Audit and Financial Committee, has expertise in both fields, due to his long-standing position as Chief Executive Officer of a listed company as well as his positions in various supervisory bodies and other management functions. The expertise of the aforementioned Supervisory Board members extends to the reporting on sustainability as well as its auditing.

For the election proposals to the Annual General Meeting, the Supervisory Board and its Nomination Committee have and will ensure that the objectives continue to be fulfilled. The CVs of the Supervisory Board members can be found on the company website at https://www.hapag-lloyd.com/ en/company/about-us/management/supervisory-board.html

# Members of the Supervisory Board of Hapag-Lloyd AG:

Michael Behrendt<br>(Chair of the Supervisory Board)<br>Klaus Schroeter<br>Tariff Coordinator, Tariff Secretary for Additional Services, ver.di Vereinte Dienstleistungsgewerkschaft (service workers' union), Berlin (First Deputy Chair of the Supervisory Board since 16 February 2024)<br>Karl Gernandt<br>President of the Board of Directors<br>Kühne Holding AG, Schindellegi, Switzerland (Second Deputy Chair of the Supervisory Board until 30 April 2024)<br>Oscar Eduardo Hasbún Martínez<br>Chief Executive Officer<br>Compañía Sud Americana de Vapores S.A., Santiago de Chile, Chile (Second Deputy Chair of the Supervisory Board since 3 May 2024)<br>Felix Albrecht<br>Chair of the Marine Works Council<br>Hapag-Lloyd AG, Hamburg<br>Turqi Alnowaiser<br>Deputy Governor and Head of International Investments<br>Public Investment Fund, Riyadh, Kingdom of Saudi Arabia<br>H. E. Sheikh Ali bin Jassim Al-Thani<br>Advisor to the Chief Executive Officer<br>Qatar Investment Authority, Doha, Qatar<br>Peter Graeser<br>Marine Works Council<br>Hapag-Lloyd AG, Hamburg

Annabell Kröger
Commercial Clerk
Hapag-Lloyd AG, Hamburg
Silke Lehmköster
Head of Fleet
Hapag-Lloyd AG, Hamburg

Martina Neumann
Works Council
Hapag-Lloyd AG, Hamburg

## Sabine Nieswand

Chair of the Works Council
Hapag-Lloyd AG, Hamburg

Dr Isabella Niklas
Spokeswoman of the Management
HGV Hamburger Gesellschaft für Vermögensund Beteiligungsmanagement mbH, Hamburg

José Francisco Pérez Mackenna
Chief Executive Officer
Quiñenco S.A., Santiago de Chile, Chile

Dr Andreas Rittstieg
Lawyer, Hamburg

Maya Schwiegershausen-Güth
(until 30 June 2024)
Social Attaché
German Embassy Beijing, China

Maren Ulbrich (since 14 August 2024)
Head of Maritime Economy, ver.di Federal
Administration, Berlin

# Supervisory Board committees

During the past financial year, the Supervisory Board formed the following committees:

In order to efficiently handle its responsibilities, the Supervisory Board has set up a total of four committees that prepare the resolutions of the Supervisory Board and the topics to be discussed during board meetings. To the extent this is legally permitted, the Supervisory Board may in certain situations transfer decision-making authority to its committees. The Supervisory Board has established a Presidential and Personnel Committee, an Audit and Financial Committee, a Nomination Committee and a Mediation Committee in accordance with Section 27 (3) of the German Co-Determination Act (MitbestG) as permanent committees.

Supervisory Board and committees of Hapag-Lloyd AG
(1) The Presidential and Personnel Committee coordinates the work of the Supervisory Board and its committees. It generally prepares the Supervisory Board meetings and monitors the execution of the resolutions passed by the Supervisory Board. The Presidential and Personnel Committee also prepares the Supervisory Board's decisions on the appointment and dismissal of Executive Board members and on the Executive Board's remuneration and decides on the conclusion, amendment and termination of employment contracts with Executive Board members, although the decision on remuneration rests with the Supervisory Board.

## Members:

Michael Behrendt (Chair), Felix Albrecht (since 16 February 2024), Turqi Alnowaiser, Karl Gernandt, Peter Graeser (since 16 February 2024), Sabine Nieswand (since 16 February 2024), Dr Isabella Niklas, José Francisco Pérez Mackenna, Klaus Schroeter (since 16 February 2024), Maya Schwiegershausen-Güth (since 16 February 2024 and until 30 June 2024), Maren Ulbrich (since 18 September 2024)

(2) The Audit and Financial Committee of the Supervisory Board handles the financial planning and reviews the investment projects of the Hapag-Lloyd Group. It is responsible for performing the preliminary examination of the documents for the annual financial statements and the consolidated financial statements, including the respective management reports and the Executive Board's proposal on the appropriation of profits. It prepares the adoption of the annual financial statements and the approval of the consolidated financial statements by the Supervisory Board, as well as its decision on the Executive Board's proposed resolution on the appropriation of profits. The Audit and Financial Committee also submits a substantiated recommendation to the Supervisory Board for the selection of the external auditors at the Annual General Meeting and handles the awarding of the audit engagement to the external auditors and the fee agreement. It also monitors the external auditors' independence and regularly assesses the quality of the external audit. In addition to the above, it is responsible for monitoring the effectiveness of the internal control system, the risk management system, compliance and the internal auditing system.

# Members:

Oscar Eduardo Hasbún Martínez (Chair until 30 April 2024), Karl Gernandt (Chair since 3 May 2024), Sheikh Ali bin Jassim Al-Thani, Annabell Kröger (since 16 February 2024), Silke Lehmköster (since 16 February 2024), Martina Neumann (since 16 February 2024), Dr Isabella Niklas, Klaus Schroeter (since 16 February 2024)
(3) The Nomination Committee makes proposals to the Supervisory Board regarding suitable candidates to act as shareholder representatives on the Supervisory Board. In turn, the Supervisory Board submits proposals to the Annual General Meeting. In line with the recommendation of the GCGC, the Nomination Committee consists solely of shareholder representatives.

## Members:

Michael Behrendt (Chair), Turqi Alnowaiser, Karl Gernandt, Dr Isabella Niklas, José Francisco Pérez Mackenna
(4) There is also a Mediation Committee, which was established in accordance with Section 27 (3) of the German Co-Determination Act (MitbestG). This committee submits proposals to the Supervisory Board for the appointment of Executive Board members if the necessary two-thirds majority of votes by Supervisory Board members is not reached in the first round of voting.

## Members:

Michael Behrendt (Chair), Sabine Nieswand (since 16 February 2024), José Francisco Pérez Mackenna, Klaus Schroeter (since 16 February 2024)

The Mediation Committee and the Nomination Committee only meet when needed. All other committees meet regularly and also on specific occasions in accordance with their respective responsibilities as per the Supervisory Board's rules of procedure. The activities of the Supervisory Board and its committees in the last financial year are detailed in the Report of the Supervisory Board. It also provides information about the attendance of Supervisory Board members at meetings.

# Share transactions and shareholdings of members of the Executive Board and the Supervisory Board

In accordance with the Market Abuse Regulation (MAR) (Article 19 MAR), persons who perform management functions, in other words the members of executive boards and supervisory boards, as well as persons closely related to them (including spouses, registered partners and dependent children) are required to report any transactions of their own involving the shares of Hapag-Lloyd AG or any related financial instruments to Hapag-Lloyd AG, and the German Federal Financial Supervisory Authority (BaFin) if the total amount of the transactions of an executive board member or supervisory board member and persons closely related to them reaches or exceeds EUR 20,000.00 in the calendar year. The transactions reported have been published on the website of Hapag-Lloyd AG at https://www.hapag-lloyd.com/en/company/ir/ financial-news/managers-transactions.html

As at the reporting date, the total volume of shares in Hapag-Lloyd AG and related financial instruments held by all members of the Executive Board and Supervisory Board was less than $1 \%$ of issued shares.

## Executive Board and Supervisory Board remuneration

An important component of responsible corporate governance is a remuneration system structure for the Executive Board and the Supervisory Board that provides incentives and rewards good performance.

The basic features of the remuneration system and the Executive Board and Supervisory Board members' remuneration are outlined in the remuneration report. The remuneration report, the external auditors' opinion in accordance with Section 162 (3) of the German Stock Corporation Act (AktG) and the remuneration systems for the members of the Executive Board and Supervisory Board that were approved and confirmed by the Annual General Meeting, in addition to the resolutions passed by the Annual General Meeting, are publicly available at https://www.hapag-lloyd.com/en/company/ir/corporate-governance/remuneration.html

## Shareholders

The shareholders exercise their rights at the Annual General Meeting. The Annual General Meeting selects the external auditors, elects the shareholder representatives to the Supervisory Board and passes resolutions on the discharge of the members of the Executive Board and the Supervisory Board, the appropriation of profits, capital measures and changes to the articles of association. The shares are registered. Shareholders who are recorded in the share register and have registered in time before the Annual General Meeting are entitled to attend the Annual General Meeting and exercise their voting rights. Shareholders can either exercise their voting right at the Annual General Meeting themselves or have it exercised by a proxy of their choice or by a voting representative of the Company who is required to follow their instructions. Each share grants one vote.

In the 2024 financial year, the Company's Annual General Meeting was held as a virtual meeting. Properly registered shareholders or their proxies were able to follow the virtual Annual General Meeting live in picture and sound via the InvestorPortal and exercise their voting right as well as other shareholder rights. Shareholders who did not register also had the possibility to follow the Annual General Meeting live in picture and sound via the InvestorPortal.

As at 31 December 2024, the shareholders of Hapag-Lloyd AG were (unchanged from 31 December 2023):

| in \% | 31.12 .2024 |
| :-- | --: |
| Kühne Holding AG and Kühne Maritime GmbH | 30.0 |
| CSAV Germany Container Holding GmbH | 30.0 |
| HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH | 13.9 |
| Qatar Holding Germany GmbH | 12.3 |
| Public Investment Fund of the Kingdom of Saudi Arabia | 10.2 |
| Free float | 3.6 |
| Total | $\mathbf{1 0 0 . 0}$ |

# Accounting and auditing

The Executive Board prepares the annual financial statements of Hapag-Lloyd AG in accordance with the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). The consolidated financial statements are prepared in accordance with the principles of the International Financial Reporting Standards (IFRS), as applicable within the European Union, and the German legal provisions applicable in accordance with Section 315e (1) of the German Commercial Code (HGB). The combined management report is prepared in accordance with the provisions of the German Commercial Code (HGB). The annual and consolidated financial statements as well as the combined management report are examined by the external auditors and by the Supervisory Board.

At the proposal of the Supervisory Board, the Annual General Meeting on 30 April 2024 selected KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg (KPMG) as the external auditors of the annual and consolidated financial statements as well as the combined management report of Hapag-Lloyd AG for the 2024 financial year, among other publications. The Supervisory Board had previously verified the independence of the external auditors. The signatory auditors of the annual and consolidated financial statements of Hapag-Lloyd AG are Andreas Modder (since the 2022 financial year) and Markus Lippmann (since the 2023 financial year). The audits covered the risk early-warning system in addition to the accounting system.

## Risk management and internal control system (ICS)

The Hapag-Lloyd Group's risk management system as well as the ICS are detailed in the risk and opportunity report.

# Information on statutory diversity requirements

As a listed company which is also subject to the German Co-Determination Act (MitbestG), a fixed gender quota applies to the Supervisory Board of Hapag-Lloyd AG. This means that the Supervisory Board must consist of at least 30\% women and at least 30\% men. As at 31 December 2024, there were six women on the Supervisory Board of Hapag-Lloyd AG. This means that $38 \%$ of the Supervisory Board members were women as at the reporting date. The statutory requirements have thus been fulfilled.

Hapag-Lloyd will also take the statutory regulations into account for new appointments in the future so that it fulfils the corresponding requirements.

The Supervisory Board had decided on a target of 20\% for the Executive Board by 30 June 2027. This target is met. Furthermore, Hapag-Lloyd AG satisfies the requirements of Section 76 (3) of the German Stock Corporation Act (AktG), whereby at least one woman and at least one man must be a member of the Executive Board of a listed company if it has more than three members.

For the first two management levels below the Executive Board, the Executive Board set a target for the percentage of women of $25 \%$ for the first management level below the Executive Board and a target of $35 \%$ for the second management level by 30 June 2027.

## Offices held by members of the Executive Board in supervisory boards and other comparable supervisory bodies of commercial companies

Rolf Habben Jansen
J M Baxi Ports\&Logistics Private Limited
Royal Schiphol Group (since 9 April 2024)
Stolt-Nielsen Limited
World Shipping Council

## Donya-Florence Amer

Betersdorf AG (since 18 April 2024)
EA Technologies FZCO
Fiege Logistik Holding Stiftung\&Co. KG

## Dheeraj Bhatia

EA Technologies FZCO
J M Baxi Ports\&Logistics Private Limited
HHLA Container Terminal Altenwerder GmbH
Eurogate Container Terminal Wilhelmshaven GmbH\&Co. KG
Rail Terminal Wilhelmshaven GmbH
Texas Stevedoring Services LLC (since 1 October 2024)

Mark Frese
$x x$ bricks S.A.

Dr Maximilian Rothkopf
The Britannia Steam Ship Insurance Association Ltd.
Stiftelsen DNV - Det Norske Veritas

# Offices held by members of the Supervisory Board in other supervisory boards and other comparable supervisory bodies of commercial companies

H. E. Sheikh Ali bin Jassim Al-Thani<br>SCI Elysees 26<br>Libyan Qatari Bank - Deputy Chair<br>Qatar Insurance and Re-Insurance Co.<br>Al Rayan Bank

Turqi Alnowaiser
Lucid Motors - Chairman
Sanabil Investments
Saudi Information Technology Company (SITCO)
Manara Minerals Investment Company - Chairman
Uber Technologies, Inc.
Heathrow Airport Holdings Limited (since 12 December 2024)

Michael Behrendt
Barmenia Versicherungen a.G.
Gothaer Versicherungsbank VVaG (since 10 October 2024)
Barmenia.Gothaer Finanzholding AG (since 10 October 2024)
Barmenia Allgemeine Versicherungs-AG
Gothaer Allgemeine Versicherung AG (since 10 October 2024)
Barmenia Krankenversicherung AG
Gothaer Krankenversicherung AG (since 10 October 2024)
Barmenia Lebensversicherung a.G. (until 3 September 2024)
Gothaer Lebensversicherung AG (since 10 October 2024)
ExxonMobil Central Europe Holding GmbH
MAN Energy Solutions SE
MAN Truck\&Bus SE

Karl Gernandt
Hochgebirgsklinik Davos AG
Kühne + Nagel International AG - Deputy Chair
Kühne Holding AG - President/Chair
Kühne + Nagel (AG\&Co.) KG - Chair (until 1 April 2024)
Kühne\&Nagel A.G., Luxembourg - Chair (until 1 April 2024)
Kühne Logistics University
Kühne Real Estate AG - Chair (until 28 May 2024)
Signa Prime Selection AG (until 10 April 2024)
Deutsche Lufthansa AG

Oscar Eduardo Hasbún Martínez
Invexans S.A.
Nexans S.A.
SM-SAAM S.A. - Chair
Barú Offshore de México S.A.P.I. de C.V.
EOP Crew Management de México S.A. de C.V.
SAAM Towage Colombia S.A.S.
Intertug México S.A. de C.V.
Compañía Cervecerías Unidas S.A. (CCU)
Compañía Cervecera de Chile S.A.
Embotelladoras Chilenas Unidas S.A.

José Francisco Pérez Mackenna
Banchile Corredores de Seguros Limitada
Banco de Chile
Compañía Cervecerías Unidas S.A. (CCU)
Compañía Cervecerías Unidas Argentina S.A.
Cervecera CCU Limitada
Central Cervecera de Colombia SAS
Compañía Pisquera de Chile S.A.
Compañía Sud Americana de Vapores S.A. - Chair
Embotelladoras Chilenas Unidas S.A.
Empresa Nacional de Energía Enex S.A. - Chair
Enex Corporation Ltd
Enex CL Ltd
Invexans S.A. - Chair
Invexans Ltd.
Inversiones IRSA Limitada
Inversiones LQ-SM Limitada
Inversiones y Rentas S.A.
LQ Inversiones Financieras S.A.
Nexans S.A.
Sociedad Matriz SAAM S.A.
Tech Pack S.A. - Chair
Viña San Pedro Tarapacá S.A.
Zona Franca Central Cervecera S.A.S.

Dr Isabella Niklas
Exchange Council of the Hanseatic Stock Exchange Hamburg
Bucerius Law School
Gasnetz Hamburg GmbH (until 31 August 2024)
GMH Gebäudemanagement Hamburg GmbH
HADAG Seetouristik und Fährdienst AG
Stromnetz Hamburg GmbH (until 31 August 2024)
Hamburger Energiewerke GmbH
SBH Schulbau Hamburg
Hamburger Energienetze GmbH (prior Stromnetz Hamburg GmbH and Gasnetz Hamburg GmbH) (since 1 September 2024)

Dr Andreas Rittstieg
Brenntag SE - Deputy Chair
Hubert Burda Media Holding Geschäftsführung SE
Kühne Holding AG
Huesker Holding GmbH

Maya Schwiegershausen-Güth (until 30 June 2024)
EUROGATE Geschäftsführungs-GmbH\&Co. KGaA (until 30 June 2024)

Maren Ulbrich (since 14 August 2024)
HHLA Hamburger Hafen und Logistik AG (since 22 February 2024)

The Executive Board and Supervisory Board members not listed above do not hold any offices on other legally required supervisory boards or comparable supervisory bodies of commercial companies.

# OTHER MANDATORY DISCLOSURES

## DISCLOSURES AND NOTES RELEVANT TO THE TAKEOVER

## REPORT PURSUANT TO SECTION 315A AND SECTION 289A OF THE GERMAN COMMERCIAL CODE (HGB)

## 1. Composition of subscribed capital

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

## 2. Restrictions which affect voting rights or the transfer of shares

A shareholder agreement (the "Shareholders' Agreement") is in force between CSAV Germany Container Holding GmbH, Hamburg ("CG Hold Co"), HGV Hamburger Gesellschaft für Vermögensund Beteiligungsmanagement mbH, Hamburg ("HGV") and Kühne Maritime GmbH, Hamburg ("Kühne") (CG Hold Co, HGV and Kühne are referred to collectively as the "Anchor Shareholders"). Under the Shareholders' Agreement, the Anchor Shareholders have agreed to uniformly exercise their voting rights by issuing a common voting proxy and giving binding instructions to an agent. To ensure uniform voting, the Anchor Shareholders intend to pass a resolution on how the pooled votes shall be cast prior to Annual General Meetings. If the Anchor Shareholders are unable to pass a unanimous resolution on their voting for any agenda item, the decision will be transferred to the decision-makers of the Anchor Shareholders' ultimate shareholders. If the ultimate shareholders cannot pass a unanimous decision either, the Anchor Shareholders should cast the votes (a) against the measure with regard to resolutions requiring a $75 \%$ majority of the votes cast or of the subscribed capital present at the time of adoption of the resolution pursuant to mandatory law or the articles of association or (b) each at their own discretion regarding the respective shares of each of the Anchor Shareholders on resolution proposals which, pursuant to mandatory law or the articles of association, require a simple majority.

By coordinating their voting rights, the Anchor Shareholders will be in a position to exert a significant influence on the Annual General Meeting and, consequently, on matters decided by the Annual General Meeting, including the appointment of the shareholder representatives to the Company's Supervisory Board, the distribution of dividends or proposed capital increases.

Although the Shareholders' Agreement shall have a fixed term until 31 December 2026, the Anchor Shareholders are free to dispose of their shares. The parties to the Shareholders' Agreement have granted each other a right of first refusal in the event that one party would like to sell shares representing a certain portion of voting rights (over-the-counter).

# 3. Investments in capital which exceed $10 \%$ of the voting rights

At the time of preparation of the financial statements, the Company had received the following information about investments subject to mandatory disclosure pursuant to Section 160 (1) No 8 of the German Stock Corporation Act (AktG). The following voting right notifications from 2015 do not take account of the total number of voting rights at the end of the reporting period:

CSAV Germany Container Holding GmbH, Hamburg, Germany, notified us on 5 November 2015 pursuant to Section 21 (1a) of the German Securities Trading Act (WpHG) that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was $71.56 \%$ (corresponding to $84,524,291$ voting rights). $31.35 \%$ of the voting rights (corresponding to $37,032,743$ voting rights) are held directly by the Company. $40.21 \%$ of the voting rights (corresponding to $47,491,548$ voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögensund Beteiligungsmanagement mbH .

Compañía Sud Americana de Vapores S.A., Santiago, Chile, notified us on 5 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was $71.56 \%$ (corresponding to $84,524,291$ voting rights). $40.21 \%$ of the voting rights (corresponding to $47,491,548$ voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with Section 22 (1) (1) (1) WpHG, 31.35\% of the voting rights (corresponding to $37,032,743$ voting rights) are attributable to the Company through CSAV Germany Container Holding GmbH, of which $3 \%$ or more are assigned in each case.

The Luksburg Stiftung, Vaduz, Liechtenstein, notified us on 5 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was $71.56 \%$ (corresponding to $84,524,291$ voting rights). $40.21 \%$ of the voting rights (corresponding to $47,491,548$ voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with Section 22 (1) (1) (1) WpHG, 31.35\% of the voting rights (corresponding to $37,032,743$ voting rights) are attributable to the Company through CSAV Germany Container Holding GmbH, Compañía Sud Americana de Vapores S.A., Quiñenco S.A., Andsberg Inversiones Limitada, Ruana Copper A.G. Agencia Chile and Inversiones Orengo S.A., of which 3\% or more are assigned in each case.

Inversiones Orengo S.A., Santiago, Chile, notified us on 5 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was $71.56 \%$ (corresponding to $84,524,291$ voting rights). $40.21 \%$ of the voting rights (corresponding to $47,491,548$ voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with Section 22 (1) (1) (1) WpHG, 31.35\% of the voting rights (corresponding to $37,032,743$ voting rights) are attributable to the Company through CSAV Germany Container Holding GmbH, Compañía Sud Americana de Vapores S.A. and Quiñenco S.A., of which $3 \%$ or more are assigned in each case.

Ruana Copper A.G. Agencia Chile, Santiago, Chile, notified us on 5 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56\% (corresponding to 84,524,291 voting rights). $40.21 \%$ of the voting rights (corresponding to $47,491,548$ voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with Section 22 (1) (1) (1) WpHG, 31.35\% of the voting rights (corresponding to 37,032,743 voting rights) are attributable to the Company through CSAV Germany Container Holding GmbH, Compañía Sud Americana de Vapores S.A. and Quiñenco S.A., of which 3\% or more are assigned in each case.

Quiñenco S.A., Santiago, Chile, notified us on 5 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56\% (corresponding to 84,524,291 voting rights). 40.21\% of the voting rights (corresponding to $47,491,548$ voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with Section 22 (1) (1) (1) WpHG, 31.35\% of the voting rights (corresponding to 37,032,743 voting rights) are attributable to the Company through CSAV Germany Container Holding GmbH and Compañía Sud Americana de Vapores S.A., of which 3\% or more are assigned in each case.

Andsberg Inversiones Limitada, Santiago, Chile, notified us on 5 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56\% (corresponding to 84,524,291 voting rights). 40.21\% of the voting rights (corresponding to $47,491,548$ voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. In accordance with Section 22 (1) (1) (1) WpHG, 31.35\% of the voting rights (corresponding to 37,032,743 voting rights) are attributable to the Company through CSAV Germany Container Holding GmbH, Compañía Sud Americana de Vapores S.A. and Quiñenco S.A., of which 3\% or more are assigned in each case.

Kühne Maritime GmbH, Hamburg, Germany, notified us on 6 November 2015 pursuant to Section 21 (1a) of the German Securities Trading Act (WpHG) that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56\% (corresponding to 84,524,291 voting rights). 19.58\% of the voting rights (corresponding to $23,128,073$ voting rights) are held directly by the Company. 51.98\% of the voting rights (corresponding to 61,396,218 voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through CSAV Germany Container Holding GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH.

Mr Klaus-Michael Kühne, Switzerland, notified us on 6 November 2015 pursuant to Section 21 (1a) WpHG that his share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 72.20\% (corresponding to 85,274,291 voting rights). $51.98 \%$ of the voting rights (corresponding to 61,396,218 voting rights) are attributable to Mr Kühne pursuant to Section 22 (2) WpHG through CSAV Germany Container Holding GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. 20.22\%

of the voting rights (corresponding to 23,878,073 voting rights) are attributable to him pursuant to Section 22 (1) (1) (1) WpHG through Kühne Holding AG and Kühne Maritime GmbH, of which $3 \%$ or more are assigned in each case.

Kühne Holding AG, Schindellegi, Switzerland, notified us on 6 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 72.20\% (corresponding to 85,274,291 voting rights). $51.98 \%$ of the voting rights (corresponding to 61,396,218 voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through CSAV Germany Container Holding GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH. 19.58\% of the voting rights (corresponding to 23,128,073 voting rights) are attributable to the Company through Kühne Maritime GmbH pursuant to Section 22 (1) (1) (1) WpHG, of which 3\% or more are assigned.

HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg, Germany, notified us on 6 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56\% (corresponding to 84,524,291 voting rights). 20.63\% of the voting rights (corresponding to $24,363,475$ voting rights) are held directly by the Company. $50.94 \%$ of the voting rights (corresponding to 60,160,816 voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through CSAV Germany Container Holding GmbH and Kühne Maritime GmbH.

The Free and Hanseatic City of Hamburg, Germany, notified us on 6 November 2015 pursuant to Section 21 (1a) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany, as at 4 November 2015 was 71.56\% (corresponding to 84,524,291 voting rights). 50.94\% of the voting rights (corresponding to 60,160,816 voting rights) are attributable to the Company pursuant to Section 22 (2) WpHG through Kühne Maritime GmbH and CSAV Germany Container Holding GmbH. 20.63\% of the voting rights (corresponding to 24,363,475 voting rights) are attributable to the Company through HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH pursuant to Section 22 (1) (1) (1) WpHG, of which $3 \%$ or more are assigned.

The Public Investment Fund of the Kingdom of Saudi Arabia, Riyadh, Saudi Arabia, notified us on 24 May 2017 pursuant to Section 21 (1) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany as at 24 May 2017 was 10.14\% (corresponding to 16,637,197 voting rights).

The State of Qatar, acting through the Qatar Investment Authority, Doha, Qatar, notified us on 24 May 2017 pursuant to Section 21 (1) WpHG that its share of voting rights in Hapag-Lloyd AG, Ballindamm 25, 20095 Hamburg, Germany as at 24 May 2017 was 14.43\% (corresponding to 23,663,648 voting rights). All of the aforementioned voting rights are attributable to the State of Qatar, acting through the Qatar Investment Authority, Doha, Qatar pursuant to Section 22 (1) WpHG. The companies through which the voting rights are held are (starting with the top subsidiary): Qatar Holding LLC, Doha, Qatar, Qatar Holding Luxembourg II S.à.r.l., Luxembourg, Qatar Holding Netherlands B.V., Amsterdam, Netherlands, Qatar Holding Germany GmbH, Frankfurt am Main, Germany.

# 4. Holders of shares with special rights

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

## 5. Type of voting right control for employee investments

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

## 6. Rules on appointing and discharging members of the Executive Board and on amending the articles of association

The guidelines on the appointment and discharge of members of the Executive Board are based on Sections 84 and 85 of the German Stock Corporation Act (AktG) and on Section 31 of the German Co-Determination Act (MitbestG) in conjunction with Section 7 (1) of the articles of association. Pursuant to Section 7 (1) of the articles of association, the Executive Board shall comprise at least two members. The Supervisory Board determines the number of members of the Executive Board, taking into account the minimum required number of members, it may appoint one member of the Executive Board as the Chairperson and may appoint deputy members of the Executive Board.

The articles of association can only be amended by a resolution of the General Meeting in accordance with Section 179 of the German Stock Corporation Act (AktG). The resolution of the General Meeting requires a majority of at least three quarters of the share capital represented when the resolution is being adopted (insofar as the articles of association do not contain any stricter requirements); Sections 179 et seq. of the German Stock Corporation Act (AktG) are applicable. In accordance with Section 20 of the articles of association, the Supervisory Board is authorised to make amendments to the articles of association which only affect the wording. The Supervisory Board is also entitled to amend the wording of the articles of association after expiry of the authorisation period (2 May 2028).

## 7. Powers of the Executive Board, in particular regarding the option of issuing or buying back shares

In accordance with Section 5 (3) of the articles of association, the Executive Board, subject to the approval of the Supervisory Board, is authorised to increase the Company's share capital by up to EUR 6,000,000.00, fully or in partial amounts, on one or more occasion up to 2 May 2028 by issuing up to 6,000,000 new no-par registered shares against cash contributions and/or contributions in kind (Authorised Capital 2023).

Section 71 of the German Stock Corporation Act (AktG) includes rules regarding the acquisition of own shares. Furthermore, there is no authorisation of the Executive Board granted by the Annual General Meeting to buy back own shares.

## 8. Significant agreements of the Company which are subject to the condition of a change of control following a takeover bid, and the resulting effects

The following significant agreements which are subject to the condition of a change of control are in place at the Company:
a) As part of the bond issued by the Company with a value totalling EUR 300 million, the Company is obliged to offer to buy back the bonds from the bondholders at an amount equal to $101 \%$ of the respective nominal value plus interest accrued if, among other reasons, a third party who is not an Anchor Shareholder, IDUNA Vereinigte Lebensversicherung auf Gegenseitigkeit für

Handwerk, Handel und Gewerbe, HanseMerkur Krankenversicherung AG, HanseMerkur Lebensversicherung AG, M.M.Warburg\&CO Gruppe (GmbH\&Co) KGaA (jointly also referred to as the "Key Shareholders"), Qatar Holding LLC or the Public Investment Fund of the Kingdom of Saudi Arabia, directly or indirectly acquires more than 50\% of the voting rights of the Company's shares.
b) As part of various vessel, container and other bank financing arrangements with outstanding repayment amounts and the fixed financing commitments regarding the newbuilds with a value totalling approximately EUR 6,145 million (approximately USD 6,387 million), the respective lenders have an extraordinary right of termination and/or full mandatory repayment in the event of a qualified change of control at the Company. If the outstanding amounts after the termination and/or mandatory repayment that may be due cannot be settled or refinanced, the creditors will have, among other options, recourse to the financed assets if necessary.
c) As part of syndicated credit facilities not utilised as at the reporting date with a value totalling around EUR 698 million (around USD 725 million), the respective lenders are entitled to terminate the loan commitment and/or seek repayment of the amounts already utilised in the event of a qualified change of control at the Company. If the outstanding amounts after the termination and/or mandatory repayment that may be due cannot be settled or refinanced, the creditors will have recourse to the collateralised assets to a certain extent.

The qualified change of control mentioned in b) and c) occurs if:

- the voting percentage jointly held in the Company by the Key Shareholders ${ }^{1}$ and other shareholders who have entered into a voting agreement or a comparable agreement with a Key Shareholder² ("Other shareholders with a voting agreement") (i) falls to $25 \%$ or less, or (ii) falls below the percentage held by a third-party shareholder or by persons or groups acting together with this third-party shareholder within the meaning of Section 2 (5) of the German Securities Acquisition and Takeover Act (WpÜG); or
- the voting percentage jointly held by the Key Shareholders ${ }^{3}$ falls below the voting percentage held by another shareholder with a voting agreement; or
- one of the Anchor Shareholders (including all of its affiliated companies) individually (directly or indirectly) holds 50\% or more of the voting rights in the Company.

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

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

[^0]
[^0]: 1 For some of the financing, the voting percentage of TUI AG was added here.
2 For some of the financing, reference was made to TUI AG in addition to the Key Shareholders.
3 For some of the financing, the voting percentage of TUI AG was added here.

# SUSTAINABILITY STATEMENT

## 1. GENERAL INFORMATION (ESRS 2)

This section represents the consolidated sustainability statement of the Hapag-Lloyd AG (hereinafter also referred to as "Sustainability Statement" or "consolidated non-financial statement"). It has been prepared to meet the requirements of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December, 2022 (Corporate Sustainability Reporting Directive, CSRD) and Article 8 of Regulation (EU) 2020/852 (hereinafter the "EU Taxonomy") as well as Sections 315b and 315c in conjunction with 289b to 289e of the German Commercial Code (HGB) for a non-financial statement of the Hapag-Lloyd Group and Hapag-Lloyd AG.

In accordance with Sections 289b and 315b HGB, Hapag-Lloyd AG as the parent company has to prepare a (group) non-financial statement for the Hapag-Lloyd AG and the Hapag-Lloyd Group. The following contents represent the consolidated non-financial statement for Hapag-Lloyd AG and the Hapag-Lloyd Group (hereinafter "Hapag-Lloyd"). In accordance with Section 289d of the German Commercial Code (HGB), the consolidated non-financial statement was prepared on the basis of and in alignment with the European Sustainability Reporting Standards (ESRS) as framework. As all the aspects described apply equally to Hapag-Lloyd AG and the group, there was no separate application of a framework with regards to Section 289d HGB for the parent company. This consolidated non-financial statement relates to the period from 1 January to 31 December 2024.

The CSRD represents one of the European Union's (EU) principal instruments for implementing the "European Green Deal" programme, which as a whole is designed to achieve net-zero greenhouse gas (GHG) emissions in the EU by 2050. It was implemented in 2023 by the European parliament aiming to provide greater transparency and comparability for stakeholders of the sustainable reporting of companies within the EU. The precise form and implementation of the law are set out in the European Sustainability Reporting Standards (ESRS), which this Sustainability Statement follows.

To ensure an accurate comprehension of the following report, it is deemed relevant to emphasise that the ESRS employ specific terminology that differ from the conventional usage in the field of corporate governance. This applies in particular to the terms policy, action and target. While policies should address the management of identified material impacts, risks and opportunities (IROs), the declaration of actions and targets as such is conditional upon companies meeting the defined requirements or providing information regarding measurability, interim targets or financial resources.

# 1.1. General basis for preparation of sustainability statements (BP-1)

(ESRS 2 BP-1 5 a, b i) Hapag-Lloyd's Sustainability Statement has been created on a consolidated basis, with a scope of consolidation identical to that applied to the financial statements. It includes all significant subsidiaries and equity accounted investments. Specifically:

- Hapag-Lloyd AG and its subsidiaries included
- Investments accounted for using the equity method are reflected as part of Scope 3 GHG emissions in category 15

Scope of consolidation comprises besides the Hapag-Lloyd AG 132 fully consolidated companies and 21 companies accounted for using the equity method.
Subsidiaries are considered significant and fully consolidated, if Hapag-Lloyd exercises control, which is defined as having the power to direct strategic decisions through voting rights or other privileges, being exposed to variable returns, and being able to shape these returns. Conversely, when control is relinquished, these companies are deconsolidated from Hapag-Lloyd's financial reporting. A detailed overview of all consolidated and non-consolidated Group companies is provided within the Notes to the consolidated financial statements, the list of shareholdings in accordance with section 315e of the HGB.
(ESRS 2 BP-1 5 b ii) No subsidiaries of Hapag-Lloyd AG included in the consolidated sustainability statement were exempted from individual or consolidated sustainability reporting pursuant to Articles 19a(9) or 29a(8) of Directive 2013/34/EU because no subsidiaries were subject to the disclosure obligation.
(ESRS 2 BP-1.5 c. AR 1) This Sustainability Statement is based on a comprehensive double materiality assessment (DMA), which identifies the most significant IROs that shape Hapag-Lloyd's material topics. This assessment encompasses the entire value chain, from upstream to downstream, and incorporates insights gained through stakeholder engagement. Wherever necessary, this statement makes distinctions between the Liner Shipping segment and the Terminal \& Infrastructure segment, and, if relevant, provides further granularity at the individual company level. For the Terminal \&Infrastructure segment, given the economic materiality, the statements relate primarily to SAAM Terminals.

The Terminal \&Infrastructure segment is currently being built up including corresponding governance structures under the brand Hanseatic Global Terminals (HGT), which was launched in July 2024. Significant progress in this regard is expected in 2025. Against this background, most of the identified material IROs relate to the Liner Shipping segment. The Sustainability Statement provides a comprehensive analysis of the material sustainability matters by examining the entire value chain; however, the policies, actions, and targets generally apply only to the own operations of the Liner Shipping segment.
Whenever the scope of metrics extends to the upstream and downstream value chain data, this is indicated under the minimum disclosure requirements for metrics (MDR-M) of the respective metric. Basically, there are no quantitative data points that are subject to an external validation.

(ESRS 2 BP-1.5 a) In accordance with the ESRS phase-in regulations, Hapag-Lloyd has utilised the transitional provisions available to gradually integrate comprehensive sustainability metrics into Hapag-Lloyd's reporting framework. As this is Hapag-Lloyds first CSRD aligned Sustainability Statement, it generally does not include previous year's data, the only exception is the Climate change chapter, where the 2023 GHG emission data has been included to ensure transparency about the development of Hapag-Lloyd's GHG emissions over time. Additionally, value chain data has not been included in this report, as allowed under the phase-in provisions. For chapter "Own workforce" although phase-ins were available, Hapag-Lloyd opted to disclose selected data points voluntarily where it was already available and was considered helpful for reading comprehension in the overall context. (ESRS 2 BP-1.5 в) The Company also does not use the exemption from disclosures of impeding developments or matters in the course of negotiation, as provided for in articles 19a(3) and 29a(3) of Directive 2013/34/EU.

# 1.2. Disclosures in relation to specific circumstances (BP-2)

(ESRS 2 BP-2.9 в) (ESRS 2 SBM-3 48 c iII AR 16) Hapag-Lloyd uses the short, medium, and long-term time horizons defined by ESRS accordingly:

- Short-term (<1 year): Material impacts with a probability of occurrence higher than 0 within the next reporting period.
- Medium-term (1-5 years): Material impacts with a probability of occurrence higher than 0 during the four years following the next reporting period.
- Long-term (>5 years): Material impacts with a probability of occurrence higher than 0 over a long-term horizon of more than five years.

The Company deviates from this definition for its physical climate risk assessment, the short-term horizon is defined as the period from 2015 until 2044. The medium-term horizon encompasses 2035 until 2064, while the long-term horizon extends until 2099. Further, Hapag-Lloyd deviates from short, medium and long-term time horizons as defined by the ESRS for its resilience analysis, applying a time horizon until 2030.
(ESRS 2 BP-2.9 b) For the purpose of its climate risk assessment, Hapag-Lloyd deviated from standard medium- or long-term time horizons to accurately reflect its exposure to climate-related hazards. The time horizons selected are based on the authoritative guidance of the Intergovernmental Panel on Climate Change (IPCC) and represent the most recent understanding of climate science. The time horizon applied for the resilience analysis reflects the current strategic horizon at Hapag-Lloyd.

(ESRS 2 BP-2 10 a) Metrics displayed in the following that include upstream and/or downstream value chain data are estimated by Hapag-Lloyd using indirect sources, described under "Basis for preparation":

| Relevant metrics | Basis for preparation | Level of accuracy | Planned actions to improve accuracy (if applicable) |
| :--: | :--: | :--: | :--: |
| Consumption of purchased or acquired electricity, heat, steam and cooling from fossil sources | Based on available consumption data and corresponding square meters of locations, data is extrapolated segment specifically. | Medium | Currently not planned |
| Scope 3.1 <br> Purchased goods and services | Based on available financial spend data and corresponding square meters of locations, data is extrapolated segment specifically. | Medium | Currently not planned |
| Scope 3.4 <br> Upstream transportation and distribution | Relevant data encompasses e.g. origin and destination of transport, transport mode, transport volume and container type. All transports are calculated with EcoTransIT. Ocean transports based on Clean Cargo emission factors. Part of the input data originates from the 2023 reporting period. | High | Currently not planned |
| Scope 3.5 <br> Waste generated in operations | Based on available waste data and corresponding square meters of locations, data is extrapolated segment specifically. | Medium | Currently not planned |
| Scope 3.6 <br> Business travelling | Based on available financial spend data, distance and corresponding square meters of locations, data is extrapolated segment specifically. | Medium | Currently not planned |
| Scope 3.7 <br> Commuting | Based on available distance, transport modes and corresponding headcount, data is extrapolated segment specifically. | Low | Currently not planned |
| Scope 3.11 <br> Use of sold products | Based on berthing time of vessels and assumed fuel consumption per hour, data is extrapolated. | Medium | Currently not planned |
| Scope 3.13 <br> Downstream leased assets | Based on the actual fuel consumption for the previous year and the time chartered out during the reporting year, data is extrapolated. | Medium | Currently not planned |
| Scope 3.15 <br> Emissions from investments | Based on available emission data, industry-specific emission factors and respective revenues data is extrapolated. | Low | Currently not planned |

(ESRS 2 BP-2 11 a) The following quantitative metrics and monetary amounts are subject to a high level of measurement uncertainty:

| Relevant metrics/ monetary amounts | Sources of measurement uncertainty | Assumptions, approximations, and judgements made by Hapag-Lloyd |
| :--: | :--: | :--: |
| Fuel consumption from natural gas | Based on limited available consumption data for heating and corresponding square meters of locations, data is extrapolated segment specifically. | Activities at the different locations within each segment are similar and therefore suitable for extrapolation. |
| Fuel consumption other fossil sources | Based on limited available consumption data and corresponding square meters of locations, data is extrapolated segment specifically. | Activities at the different locations within each segment are similar and therefore suitable for extrapolation. |
| Emissions to air | Pollutants to air from ships have been calculated based on the amount of fuel consumed. HCFC amounts are based on reported consumption. | Emission factors per energy unit have been applied. |
| Emissions to water | Pollutants to water from ships have been calculated based on emission factors for scrubber-fitted ships and for a standard hull paint. | Emission factors per energy unit have been applied for scrubbers. Estimated wetted surface area and a paint loss rate per year have been estimated and literature-based emission factors have been applied to the amount of paint lost. |
| Number of total hours worked by own workers | When actual working hours are not available, contractual working hours are used. For sea personnel workings hours were extrapolated for the whole year based on actual working hours including overtime for October to December 2024. | Working hours for October to December 2024 can be applied for the whole reporting period. |
| Share of payments aligned with payment terms | The current value refers to the Hapag-Lloyd AG. It cannot be verified whether the Hapag-Lloyd AG is representative for the entire group. Group-wide performance may vary accordingly. | Hapag-Lloyd's systems are currently not yet designed to trigger a subsequent reconciliation against contractual payment targets. The payment parameters of various purchasing categories are collected from a large number of systems. In the current system, this data is not harmonized across all global subsidiaries of Hapag-Lloyd. |

(ESRS 2 BP-2 15) Hapag-Lloyd includes information from Article 8 of Regulation 2020/852 (EU Taxonomy) in this sustainability statement. The Company previously reported sustainability information in accordance with the Global Reporting Initiative (GRI) framework but has discontinued this practice due to the substantial overlap with the ESRS. Nevertheless, a transition document is included in the Appendix, providing a comparison between GRI and CSRD. This transition document is unaudited. (ESRS 2 BP-2 15) Disclosures related to Article 8 of Regulation 2020/852 (EU Taxonomy) are disclosed at the beginning of the environmental information chapter of this Sustainability Statement.
(ESRS 2 BP-2.16) Please note that no reference is made to any other sections of the annual report in response to the ESRS datapoints. Cross references to statements beyond the scope of the annual integrated report represent further information and are not part of the report.

# 1.3. The role of the administrative, management and supervisory bodies (GOV-1)

(ESRS 2 GOV-1 21 a) Hapag-Lloyd has five members in its Executive Board and 16 members in its Supervisory Board. The Company has no other administrative bodies. The Company's Executive Board has no non-executive members and its Supervisory Board includes 16 non-executive members.
(ESRS 2 GOV-1 21 b) The Supervisory Board of Hapag-Lloyd comprises eight members who represent the employees and workers, providing the employee perspective in the Company's governance structure. These are regarded as independent Supervisory Board members. (ESRS 2 GOV-1 21 c AR b) In order to provide information regarding the competencies of the Supervisory Board, the Company refers to its competence profile. For further information on the competencies of the Supervisory Board, reference is made to the competence profile in the declaration on corporate governance:

- At least four Supervisory Board seats for individuals with in-depth knowledge of regions outside of Germany in which the Hapag-Lloyd Group conducts a substantial volume of business, due to their background and/or professional experience with an international relevance;
- At least one Supervisory Board seat for an individual who has expert knowledge within the field of accounting and at least one Supervisory Board seat for an individual who has expert knowledge within the field of auditing, each of which is therefore regarded as a financial expert in accordance with Section 100 (5) of the German Stock Corporation Act (AktG), whereas accounting and auditing also include sustainability reporting and its audit;
- At least two Supervisory Board seats for individuals with in-depth knowledge of and experience in the fields of risk management and controlling;
- At least two Supervisory Board seats for individuals with knowledge of the shipping sector, including the sustainability issues associated with this area and relevant to the Company;
- At least two Supervisory Board seats for individuals with sector knowledge in the area of port terminals and infrastructure, including the sustainability issues associated with this area and relevant to the Company;
- At least two Supervisory Board seats for individuals with experience in managing or controlling a major company;
- At least two Supervisory Board seats for individuals with knowledge and experience in the areas of corporate strategy development and implementation;
- At least two Supervisory Board seats for individuals with particular knowledge in the fields of corporate governance and compliance, including social and environmental corporate governance;
- At least two Supervisory Board seats for individuals with particular knowledge of human resources;
- At least one Supervisory Board seat for an individual with particular knowledge of information technology (IT) or digitalisation (including IT security).
(ESRS 2 GOV-1 21 d) Board gender diversity ratio

| | 31.12 .2024 |
| :-- | --: |
| Share of female Executive Board members | $20.0 \%$ |
| Share of male Executive Board members | $80.0 \%$ |
| Share of Executive Board members identified as diverse | - |
| Share of female Supervisory Board members | $37.5 \%$ |
| Share of male Supervisory Board members | $62.5 \%$ |
| Share of Supervisory Board members identified as diverse | - |

(ESRS 2 GOV-1 21 a) Percentage of independent board members
31.12.2024

Share of independent Executive Board members
Share of independent Supervisory Board members
$68.8 \%$
(ESRS 2 GOV-1 22 a) (ESRS 2 GOV-1 22 b AR 3) Each Member of the Executive Board is accountable for the administration and management of IROs within their respective spheres of influence and expertise. The areas of responsibility are structured along the following departmental lines:

- CEO: Corporate Communications, Corporate Secretary/Compliance, Strategy Office, Regulatory Affairs\&Sustainability, Region Asia, Region Middle East, Region North Europe, Region South Europe, Region North America, Region Latin America, Global Sales, Global Commercial Development.
- COO: Trade Management, Network, Fleet, Cargo Service/Dangerous Goods, Vessel Portfolio Management.
- CIO/CHRO: IT, Data Insights \&AI, Chief Information Security Office, Global Human Resources, Hapag-Lloyd Academy, Global Capability Center.
- CFO/CPO: Digital Transformation Finance, Mergers\&Acquisitions, Accounting, Tax, Corporate Audit, Treasury \& Finance, Controlling, Legal, Global Procurement.
- CTIO: Terminal \&Infrastructure segment.

Governance of material impacts, risks and opportunities
(ESRS 2 GOV-1 22 c AR 4). (ESRS 2 GOV-1 22 c i) Hapag-Lloyd's Sustainability department coordinates the Company's sustainability activities. For the Liner Shipping segment, this also includes environmental management for sea and land-based operation as part of the Hapag-Lloyd Quality and Environmental Management (QEM) system.

The Sustainability Committee (SC) is chaired by the Sustainability department and is the key governance body overseeing and informing about material sustainability topics for both segments of Hapag-Lloyd. The committee comprises, among others, the most senior management level responsible for a material topic, defined through the DMA, and convenes normally at least twice a year, though in 2024 only one meeting was held. The Sustainability department informs the Committee's members about the results of the annual DMA validation and promotes the information across the organisation. The members of the SC are furthermore informed about the effectiveness of policies, actions and targets that had been set in relation to the material topic-related IROs.

Each department is responsible for reviewing the adequacy and effectiveness of the policies upfront. In case of deviations for reported Key Performance Indicators (KPIs), the respective departments are asked to present a brief explanation to the committee members. For all material topics where no numeric datapoints are reported, the progress is alternatively examined through the results of the annual materiality assessment. This progress is summarised by the Sustainability department and shared for the respective SC meeting. In case no targets or actions for material topics have been set so far, the respective department evaluates if implementing suitable actions and/or measurable outcome-oriented targets is necessary.
(ESRS 2 GOV-1 22 c ii) All Senior Management members who are responsible for a material topic report directly to the respective Executive Board member. Furthermore, all results discussed within the SC meetings are summarised and communicated to the Executive Board by the Sustainability department. (ESRS 2 GOV-1 22c iii) Hapag-Lloyd's specific controls and procedures for managing IROs were already explained at the beginning of this section in the context of the activities of the Sustainability Committee and the respective department.
(ESRS 2 GOV-1 22 d) In principle, the Executive Board and respective specialist departments are responsible for setting targets related to the material IROs and the latter for monitoring the progress. Additionally, the progress of targets is also reflected in the annual validation of the DMA. (ESRS 2 GOV-1 23 AR 5) (ESRS 2 GOV-1 23 a) (ESRS 2 GOV-1 23 b) Most of the material topics and underlying material IROs are closely tied to Hapag-Lloyd's core business operations, meaning for such, a significant degree of expertise already exists within the Company. This does not just include the Executive Board and their individual areas of responsibility but also includes expertise among operational management. The Executive Board of Hapag-Lloyd is responsible for determining whether the necessary skills and expertise are in place or need to be developed to effectively oversee sustainability matters. The fields of accounting and auditing as well as governance and compliance are understood to include sustainability issues related to the areas disclosed below and relevant to the company.
(G1.GOV-1.5a) The Executive Board is responsible for designing, implementing, and reviewing procedures and controls. Although operational procedures with respect to business conduct are delegated through the Hapag-Lloyd organisation, overall responsibility remains with the Executive Board. The Chief Compliance Officer (CCO), appointed by the Executive Board, is responsible for ensuring a functioning Group-wide compliance organisation and a compliance management system. The CCO reports quarterly to the Executive Board. Additionally, the CCO informs the Executive Board on an ad-hoc basis about serious compliance violations. The role of the supervisory bodies related to business conduct includes the issuance of rules of procedure for the Executive Board, evaluating how effectively the Executive Board and its committees fulfil tasks and review financial statements as well as verify the independence of the external auditors.
(G1.GOV-1.5b) The Executive Board members are expected to have long-standing managerial experience, and if possible, experience from a range of different professions, with at least two members having international managerial experience. The Executive Board collectively possesses extensive experience in the fields of finance and personnel management.

The Supervisory Board has established a comprehensive competence profile to ensure it possesses the necessary expertise to effectively oversee the Company on business conduct matters. The profile includes individuals with financial expertise in accordance with Section 100 (5) of the AktG, expertise in risk management and controlling as well as individuals with particular knowledge or experience in the shipping sector, port terminals and infrastructure, human resources, IT or digitalisation and corporate governance and compliance. Additionally, at least four Supervisory Board seats are reserved for individuals with in-depth knowledge of regions outside of Germany in which the Hapag-Lloyd Group conducts a substantial volume of business, due to their background and/or professional experience with an international relevance.

# 1.4. Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies (GOV-2)

(ESRS 2 GOV-2 26 a) Hapag-Lloyd's Executive Board is informed about material topics resulting from the yearly review and validation or new execution of a DMA. Information about the implementation of due diligence, and results and effectiveness of policies, actions, metrics and targets adopted to address such are communicated to the Executive Board by responsible departments. Sustainability-related risks and opportunities are also part of Hapag-Lloyd's integrated risk management and are thereby included in the quarterly risk reporting process. In accordance with the requirements of the German Supply Chain Act (GSCA), the Human Rights Officer reports at least once per year to the Executive Board. (ESRS 2 GOV-2 26 b) Sustainability topics are integrated into strategic oversight, major transaction decisions and risk management. This exemplifies the Company's ambition to drive sustainability and its commitment to decarbonising its fleet operations, where climate-related considerations are a key factor in strategic decisionmaking. Furthermore, the establishment of the Human Rights Office in 2023 demonstrates the Company's dedication to responsible business practices.

### 1.5. Integration of sustainability-related performance in incentive schemes (GOV-3)

(ESRS 2 GOV-3 29 a) The remuneration system for the Executive Board comprises both fixed and variable components, designed to equally promote short- and long-term development. The fixed component consists of an annual salary, disbursed in twelve equal instalments. The short-term variable remuneration is linked to Hapag-Lloyd's annual EBIT, while the currently effective long-term incentive plan since 2023 equally considers ROIC, EBITDA, EBIT and an environment, social and governance (ESG) component. Additionally, executive remuneration includes fringe benefits and pension provisions. Given the limited free float of Hapag-Lloyd shares, remuneration is not share-based at present. Instead, performance criteria pertinent to the intrinsic value of Hapag-Lloyd shares are utilised.

The remuneration system for the Supervisory Board only includes fixed components. Members of the Supervisory Board receive a fixed annual remuneration, including basic remuneration, supplements for specific functions, an attendance fee, and reimbursement of expenses. Members are also included in the directors' and officers' insurance maintained by Hapag-Lloyd.

(ESRS 2 GOV-3 29 AR 7) The incentive schemes and remuneration policies for the Executive Board of Hapag-Lloyd are linked to KPIs and a sustainability indicator, ensuring that executive compensation is directly linked to the Company's sustainability goals and outcomes. (ESRS 2 GOV-3 29 b) Their performance is measured against a specific sustainability KPI, namely the reduction of the annual efficiency ratio (AER) of Hapag-Lloyd's vessel fleet. Meanwhile, the Supervisory Board's performance is not currently evaluated based on specific sustainability targets or their impact on the Company's sustainability performance.
(ESRS 2 GOV-3 29 c) (ESRS 2 GOV-3 29 d) While the Executive Board's short-term variable remuneration is not directly tied to sustainability-related targets, the Company's currently effective long-term variable remuneration plan incorporates for them a significant sustainability component, with a weight of $25 \%$ allocated to ESG performance-related metrics. For this performance criterion, the Supervisory Board establishes a target value for each financial year that corresponds to a 100\% achievement rate. These values are derived from the framework conditions of the Hapag-Lloyd AG's sustainability bond programme (Sustainability Linked Bond Framework), dated 17 March 2021. The target achievement for each year of the measurement period can be seen on the basis of the target achievement curve.
The payment amount of the ESG component is calculated by multiplying the $25 \%$ of the allocation amount by the arithmetic average of the calculated percentages. 100\% of the target is achieved when a certain AER value is met. However, a maximum achievement value of $200 \%$ is set. AER quantifies the carbon intensity of vessels, measured based on the vessel's designed deadweight capacity and the distance covered.
(E1 GOV-3 13) In the 2024 financial year, 17\% of the variable remuneration of the total remuneration is linked to the AER reduction goal. Consequently, climate-related considerations are factored as an ESG component into the remuneration of the Executive Board, but not of the Supervisory Board members.
(ESRS 2 GOV-3 29 e) The Supervisory Board of Hapag-Lloyd holds the responsibility for proposing updates of remuneration systems. The proposals on the remuneration system are approved ultimately by the annual shareholders' meeting. Further information on the remuneration of the Executive Board can be found in the remuneration system and the remuneration report, which are publicly available on Hapag-Lloyd's website.

# 1.6. Statement on due diligence (GOV-4)

(ESRS 2 GOV-4 30; 32 AR 8 - AR 10) The following table provides an overview of Hapag-Lloyd's due diligence process regarding sustainability matters, which will help to facilitate a better understanding of this process:

| Core elements of due diligence | Paragraphs in the sustainability statement |
| :--: | :--: |
| a) Embedding due diligence in governance, strategy and business model | ESRS 2 GOV-2, G1-1 |
| b) Engaging with affected stakeholders in all key steps of the due diligence process | ESRS 2 IRO-1 53b ii-iii, ESRS 2 SBM-2, S1-2, S2-2, S3-2 |
| c) Identifying and assessing adverse impacts | ESRS 2 IRO-1, E1 IRO-1, E2 IRO-1, E4 IRO-1, E5 IRO-1 |
| d) Taking actions to address those adverse impacts | E1-3, E4-3, S1-4, S2-4, S3-4, Entity-Specific Chapter on Data Protection, G1-4 |
| e) Tracking the effectiveness of these efforts and communicating them | ESRS 2 GOV-2, E1-4, S1-5 |

# 1.7. Risk management and internal controls over sustainability reporting (GOV-5)

(ESRS 2 GOV-5 36 a AR 11) To manage risks and ensure accuracy in the sustainability reporting, Hapag-Lloyd uses the existing Risk Management and Internal Control Systems. Further information on both systems is described in more detail in the respective chapters of this combined management report. Since the risks associated with the sustainability reporting are largely related to the operational reporting process, they are managed mainly in Hapag-Lloyd's Internal Control System (ICS).
(ESRS 2 GOV-5 36 b AR 11) A dedicated cross-departmental project team was formed to meet the reporting requirements defined by the CSRD and the respective ESRS. Embedded in the overall context of the sustainability-reporting project, the risks regarding the sustainability reporting have been identified and discussed via process workshops. In these, the general process-related risk components were analysed within the framework of the overall sustainability reporting process and linked to associated overarching key controls, which are established within the sustainability reporting process.
(ESRS 2 GOV-5 36 c AR 11) Not ensuring the reliability, the timeliness and the transparency of Hapag-Lloyd's sustainability reporting including the non-conformity with regulations and standards have been identified in this context as relevant process-related risk components. Especially, establishing a CSRD handbook, implementing a central IT system, conducting a double materiality analysis and the corresponding catalogues including all material datapoints, embedding four-eyes-principle checks during the data collection and reporting process were leveraged as measures to reduce the identified process-related risks.
(ESRS 2 GOV-5 36 d AR 11) The key controls defined and implemented by the functions responsible for sustainability reporting are documented together with the other key controls of the ICS in the central ICS platform and assigned to the respective control owners. In addition, the control owners for the risks and controls relating to sustainability reporting are integrated into Hapag-Lloyd's regular ICS processes and formally assess and confirm the appropriateness and implementation of their controls together with the other control owners as part of the general annual ICS assessment. However, due to the first-time application in 2024, some of the controls were only carried out at an advanced stage of the reporting process.
(ESRS 2 GOV-5 36 e AR 11) The evaluation of the key controls over the sustainability reporting is an integral part of the overall, regular, consolidated annual ICS reporting to the Executive and Supervisory Board. The Executive Board is informed of the results of the double materiality analysis within the framework of a board meeting.

# 1.8. Strategy, business model and value chain (SBM-1)

(ESRS 2 SBM-1 40 a i AR 12-13) (ESRS 2 SBM-1 42 AR 14) Hapag-Lloyd is one of the world's leading container liner shipping companies and is divided into two main business units: Liner Shipping and Terminal \&Infrastructure.
The Liner Shipping segment incorporates the transport of containers from port to port using own and chartered vessels as well as the management of the associated door-to-door hinterland transport. Revenues are generated from container transportation services, demurrage and detention charges and other related services.
The Terminal \&Infrastructure segment focuses on the operation of port terminals, container handling and the provision of other related logistics services. It was established following the acquisition of SAAM Terminals in August 2023, and comprises all activities related to terminal and depot businesses. This segment runs as a fully owned but independent stand-alone business, providing streamlined terminal operations for all shipping lines.
(ESRS 2 SBM-1 40 a ii AR 12-13) The Liner Shipping segment operates a global network that covers over 600 ports across all continents, with 113 services in place, resulting in a well-balanced geographical exposure with sizeable market shares in all major deep sea trades.

The Terminal \&Infrastructure segment has equity stakes in eleven countries across Europe, Americas, Asia and Africa. The largest entity of the segment, SAAM Terminals, offers port terminal and logistics services in North, Central and Latin America and operates ten container, multipurpose or bulk terminals. SAAM Logistics offers multiple freight services, such as cargo storage, reefer container services, value-added cargo services, inspections or customs clearances in ten different operating facilities located in Chile.
The Liner Shipping operations strive to maintain a diversified customer base comprising both direct customers and freight forwarders, ensuring a stable flow of cargo volumes. The customer portfolio remains well-balanced, with its 50 largest customers accounting for less than $50 \%$ of total cargo volume. In 2024, the Company completed transports for around 29,200 customers, compared to approximately 30,900 customers in the prior year. The cargo composition is diversified, with no product category representing more than $14 \%$ of the total share within the financial year.
(ESRS 2 SBM-1 40 d i AR 12-13) (ESRS 2 SBM-1 40 d ii-iii AR 12-13) The Company's strategy and business model is dedicated to liner shipping and terminal and infrastructure operations, with no involvement in the fossil fuel industry, resulting in zero revenue from fossil fuel-related activities. Additionally, there are no activities in chemical production, tobacco or controversial weapons, and consequently, also no related revenues from these industries.
(ESRS 2 SBM-1 40 e AR 12-13) One of the Company's main sustainability objectives is to offer climate-neutral transportation solutions to customers, responding to growing market demand for decarbonised supply chains. (ESRS 2 SBM-1 40 f) In 2023, Ship Green was launched, offering a low-emission transportation option. It allows customers to order shipments with reduced emissions, thereby supporting the use of alternative fuels. In 2024, Hapag-Lloyd won the Zero Emission Maritime Buyers Alliance (ZEMBA) tender for the years 2025 and 2026. ZEMBA is a collaboration between the Aspen Institute and several cargo owners who aggregated their demand for decarbonised transport solutions. As part of this tender Hapag-Lloyd will generate low-emission transports using biomethane.

(ESRS 2 SBM-1 40 g ) In 2021, Hapag-Lloyd implemented its Sustainability Strategy, tailored to address global challenges and lead the shipping industry towards a cleaner future. It is divided into three main areas: "Clean Shipping and Sustainable Propulsion", "Diversity and Society" and "Compliance and Responsibility", focusing on eight key topics, which are also among the material topics identified in the DMA according to the ESRS. Since then, a significant number of the defined measures for these previously eight topics have been implemented.
Consequently, Sustainability is one of the key pillars of the corporate Strategy 2030, published in 2024. The ambition is to become the "Sustainability Driver" within the shipping industry by reducing the carbon emissions of the container fleet in line with the $1.5^{\circ} \mathrm{C}$ target of the Paris Agreement by one-third by 2030 compared to the base year 2022. The objective of achieving net-zero greenhouse gas emissions by 2045 underlines this plan.
Within the Terminal \&Infrastructure segment, SAAM Terminals stands out with an existing sustainability programme that encompasses environmental targets and social commitments in education and social development. A final analysis of the sustainability program with regards to the IROs identified in the CSRD reporting and corresponding policies, actions and targets to address the IROs adequately is still pending. A comprehensive segment sustainability strategy will be also developed in due course.

# The value chain

(ESRS 2 SBM-1 42 c) Hapag-Lloyd's position in the value chain is multifaceted. (ESRS 2 SBM-1 42 b) As a business-to-business logistics service provider, Hapag-Lloyd's key output is of non-physical nature. The offered services benefit customers directly and other stakeholders indirectly. Hapag-Lloyd's current benefits for customers include a global network, a modern fleet, customer-centric approach, and supply chain visibility, while expected benefits include further digitalisation of service products, increased efficiency, enhanced supply chain resilience, and new services and products. (ESRS 2 SBM-1 42 c) Hapag-Lloyd's upstream value chain is characterised by a range of key suppliers required for securing inputs to maintain the business model.

- Upstream supply chain: Actors upstream from the undertaking (for example suppliers) provide products or services that are used in the development of the undertaking's products or services. The upstream supply chain includes direct suppliers of goods and services to Hapag-Lloyd AG and all global affiliates where the Company has a controlling interest (> 50\% of shareholding or voting interest). Key suppliers are vessel owners, terminals, container maintenance and repair companies, fuel suppliers, shortsea and inland transport service providers as well as transport service providers for rail and truck.
- Downstream supply chain: Entities downstream from the undertaking (for example contract partners, customers) receive products or services from the undertaking. Hapag-Lloyd's downstream supply chain furthermore includes third parties offering vessel recycling services to Hapag-Lloyd.
(ESRS 2 SBM-1 42 a) Operational requirements impacting the business activity include container vessels, containers, retrofitting supplies, fuels, technical equipment, and upstream logistics services. A comprehensive ESG questionnaire is the basis for considering sustainability issues when awarding contracts. This questionnaire covers environmental, social, and compliance issues and aims to provide a structured overview of the status of its suppliers. Suppliers are evaluated using various processes and tools. Results are recorded in the annually updated Approved Supplier List. The Company maintains direct communication with suppliers to address any compliance issues and to jointly pursue ESG goals. High-risk suppliers, particularly those in sensitive locations or sectors, are subject to increased scrutiny to ensure human rights compliance. The supplier audits and risk management practices cover both operational and sustainability dimensions. These audits, supported by eProcurement software, supplement supplier self-disclosures with comprehensive internal assessments of various ESG factors. The approach to gathering, developing and securing inputs is based on long-term relationships and contracts with direct suppliers.

As for SAAM Terminals, the main categories in the upstream value chain managed by the Procurement Department include among others port equipment and main operational consumables such as tyres, wires and cables for cranes. Once a vendor is selected and awarded, a robust contractual process follows under the advisory of their Corporate Legal Department. After the contract is agreed upon, each terminal executes the respective procure-to-pay process under the contractual conditions negotiated by the Corporate Procurement Team.
(ESRS 2 SBM-1 40 a iv AR 12-13) Hapag-Lloyd's product and service offers are generally permitted. However, Hapag-Lloyd reserves the right to impose restrictions on its transportation services to specific regions, including war risk areas.
(ESRS 2 SBM-1 40 a iii) The total number of Hapag-Lloyd employees within the reporting period was 16,905, thereof 5,637 within the European Economic Area (EEA) and 11,268 outside of the EEA. (ESRS 2 SBM-1 40 b AR 12-13) The total revenue in the reporting period was EUR 19,111.8 million.

# 1.9. Interests and views of stakeholders (SBM-2)

(ESRS 2 SBM-2 45 a AR 16) Hapag-Lloyd engages with stakeholders through multiple formats to ensure their perspectives are thoroughly considered.

| Key stakeholders | Stakeholder type (internal/ external) | Stakeholder engagement occurred | Engagement formats |
| :--: | :--: | :--: | :--: |
| Customers | External | Yes | - Engagement through DMA stakeholder interview <br> - Dialogues such as the "Customer Connect Calls", which are quarterly virtual live conversations with Hapag-Lloyd's CEO and annual end-of-year meeting with selected customers <br> - Engagement through Customer Experience Survey |
| Suppliers | External | Yes | - Engagement through DMA stakeholder interview <br> - Sustainability workshops focusing on decarbonisation and human rights <br> - Regional supplier days organised by Procurement |
| Investors and banks | External | Yes | - One-to-one discussions and events such as Annual General Meeting, Investor Conferences and Capital Markets Days |
| Business partners | External | Yes | - Singular engagement through DMA stakeholder interview <br> - Sustainability workshops focusing on decarbonisation and human rights <br> - Dialogues such as the "Customer Connect Calls", which are quarterly virtual live conversations with Hapag-Lloyd's CEO and annual end-of-year meeting with select customers |
| Industry initiatives/ partners | External | Yes | - Member of various associations, working groups and institutions - Hapag-Lloyd participates in the meeting of the Responsible Sourcing Council and the Corporate Responsibility \& Sustainability Council (The Conference Board) |
| Classification society | External | Yes | - Singular engagement through DMA stakeholder interview |
| Local community | External | Yes | - Dialogue with local community during Heritage Day (Tag des offenen Denkmals) |
| Sustainability Council | External | Yes | - The Hapag-Lloyd Sustainability Council consists of members from science, politics, media, UN organisations and nongovernmental organisations as well as a climate activist. They convene twice a year and act as a sounding board on the progress of Hapag-Lloyd sustainability activities. |
| Policymakers | External | Yes | - As an international container liner shipping company, Hapag-Lloyd is actively involved in the political decision-making process at the EU level <br> - Collaborate in the "Sustainable Alternative Power and Ship Efficiency" sub-group of the ESSF (European Sustainable Shipping Forum) |
| Employees and other workers | Internal | Yes | - Annual Employee Engagement Survey <br> - Engagement through DMA stakeholder interview <br> - Annual employee reviews (for example Global Staff Dialogue (GSD)) <br> - Regular (virtual) townhalls and CEO updates <br> - Mid-year reviews between employees and management The Executive Board keeps in contact with all employees worldwide directly via email and video message and is also engaged in regular dialogue with the Works Council |
| Top management (Level 1-3) | Internal | Yes | - Engagement through DMA stakeholder interview |
| Supervisory <br> Board | Internal | Yes | - Engagement through DMA stakeholder interview <br> - Regular Supervisory Board meetings at least four times a year as well as meetings of the respective sub-committees (for example Audit\&Financial Committee) |

(ESRS 2 SBM-2 45 a iv AR 16) One of the purposes of these stakeholder engagement formats is to gain insights and inspiration regarding Hapag-Lloyd's improvement potential with respect to sustainability matters. Furthermore, additional engagement processes with different objectives are applied, such as the Company's capital markets day.
(ESRS 2 SBM-2 45 a v AR 16) Outcomes of stakeholder engagements are taken up individually by the responsible departments. In the context of the DMA, the outcomes were used to identify and evaluate potential and actual IROs as defined by the ESRS.
(ESRS 2 SBM-2 45 c ii) (ESRS 2 SBM-2 45 c iii) The stakeholder engagement formats shall continue and are currently considered as sufficient making modifications not necessary. At the moment, Hapag-Lloyd does not plan to implement further steps that are likely to modify relationships with and views of stakeholders.
(ESRS 2 SBM-2 45 b AR 16) The Company's compliance with contractual agreements and provision of services lies in the interests of the stakeholders, including employees, customers, and suppliers, depending on their respective roles. Through stakeholder engagement, the Company identifies individual needs, such as customers' demand for low-carbon transportation options, which can lead to the development of new products and services addressing these requirements, for example ShipGreen.
(ESRS 2 SBM-2 45 c) In 2024, Hapag-Lloyd launched its updated corporate strategy Strategy 2030, which has been developed based on insights from a variety of stakeholders including customers, employees, investors as well as employer and employee representatives of the Supervisory Board. (ESRS 2 SBM-2 45 c i) (S2 ESRS 2 SBM-2 9) There are currently no plans in place aiming at amending the strategy or the business model specifically based on interests and views of certain stakeholders. (ESRS 2 SBM-2 45 d) Stakeholder feedback is considered in strategic decision-making by the Executive and Supervisory Board if necessary. The Executive Board receives and discusses specific stakeholder feedback through direct reporting lines. Additionally, the results of stakeholder engagement in the materiality assessment were reviewed and recognised by the Executive Board.

# 1.10. Description of the processes to identify and assess material impacts, risks and opportunities (IRO-1)

(ESRS 2 IRO-1 53 a) (ESRS 2 IRO-1 53 b) According to the ESRS, companies are required to adopt two key perspectives when identifying material risks: their actual and potential impact on sustainability related matters, namely the impact materiality, and the potential financial consequences for their own operations, namely the financial materiality. The methodology to identify IROs includes the following steps:
a) Gap analysis and benchmark

Benchmark: Industry peers and terminal providers were reviewed for their published material topics to identify potential additions to the sustainable topics to be assessed. Gap analysis: A gap analysis of the last materiality assessment with the ESRS requirements was conducted.

b) ESG topic list and development of procedure

The topics to be considered under defined ESRS were used as a basis for the ESG topic long list of potentially material sustainable topics. Additionally, those arising from the 2022 materiality analysis were reviewed and adapted to the ESRS requirements. The topics identified in the industry benchmark were added subsequently.
In the next step, the assessment methodology for impact and financial materiality in accordance with ESRS requirements was defined. It includes the assessment of impacts based on severity, consisting of scope, scale, reversibility and likelihood.
c) Stakeholder interaction

To identify IROs, Hapag-Lloyd's key approach was to engage with both internal and external stakeholders, including affected stakeholders and users of the sustainability statement, to gain multiple perspectives. Interviews of 30-60 minutes were conducted with affected stakeholders and users of the sustainability statement, following a standardised questionnaire to identify IROs for the ESG topics included in the long list. The topics for the interviews were selected based on the responses received from a short pre-survey, assessing the relevance and performance on each defined ESG topic from the long list. This approach enabled an optimal use of the limited time available for the interview and underlined the need to only discuss the topics on which stakeholders could provide informed comments. The stakeholder engagement process led to the compilation of a comprehensive set of potentially relevant IROs. IROs from the 2022 materiality analysis were integrated into the final set of IROs.

Hapag-Lloyd's assumptions in the process were:

- Industry peers and terminal providers have already identified relevant and material ESG topics and reviewing these can highlight potential gaps and areas of improvement for Hapag-Lloyd.
- Engaging both internal and external stakeholders reveals valuable insights into the Company's ESG IROs, and their input is crucial for a holistic view.
- The use of a standardised questionnaire and a pre-survey result in structured and systematic data collection methods, yielding reliable and comparable insights from stakeholders.
- Prioritising topics based on pre-survey responses ensures efficient use of stakeholder and company resources while focusing on high relevance issues.
- Findings from the 2022 materiality analysis remain relevant, and incorporating these IROs provides continuity and builds on past work rather than starting from scratch.
(ESRS 2 IRO-1 53 b) (ESRS 2 IRO-1 53 c)
Assessment: Hapag-Lloyd's process to assess potential and actual impacts as well as risks and opportunities was developed in cooperation with Risk Management. The assessment methodology was based on the ESRS requirements, including the assessment of risks and opportunities based on financial magnitude and likelihood. Additionally, the assessment methodology was aligned with the current relevance classes to categorise risks and opportunities under the Risk Management System (RMS). Furthermore, Hapag-Lloyd took into account other risk analyses,

such as the Climate Risk\&Vulnerability Assessment (CRVA) and the risk analysis in connection with the Supply Chain Act, in order to identify and assess IROs. Each impact, risk and opportunity was assessed individually. The assessment methodologies are displayed in the graphics below:

Prioritisation: To prioritise the assessed ESG topics and IROs, a threshold for materiality was set. The IROs above the materiality threshold are prioritised.

Monitoring: A validation of Hapag-Lloyd's actual and potential impacts as part of an update of the materiality assessment has been carried out for the first time. Risks and opportunities are monitored in regular updates of the materiality assessment.
(ESRS 2 IRO-1 53 b ) The assessment adopted a comprehensive approach, reviewing the Hapag-Lloyd groups overall performance and issues rather than targeting specific high-risk areas, such as certain activities, business relationships, or geographic regions. (ESRS 2 IRO-1.53b i)) To consider the impacts Hapag-Lloyd is involved in through its own operations or as a result of its business relationships, the stakeholder engagement process included interviews with representatives from the following stakeholder groups:

- Employees and other workers
- Customers
- Suppliers
- Industry initiatives/partners
- Classification society
- Science\& academia

The selection of internal and external stakeholders was precisely defined in advance in order to illuminate as many different facets of the business of the Hapag-Lloyd group as possible, including business conduct matters.
(ESRS 2 IRO-1 53b iii) The process included consultation with stakeholders to understand potential consequences through engagement with representatives of employees and other workers. External experts were included through stakeholder engagement with industry initiatives and partners, classification societies, science and academia as well as customers and suppliers. (ESRS 2 IRO-1 53 b iv) The individual aspects of likelihood, scope, scale and reversibility were evaluated separately along scales of one to four. Reversibility was only considered for negative impacts. For negative impacts related to human rights, reversibility was always evaluated with the highest score, assuming that human rights impacts are always non-reversible.

An impact materiality score was calculated based on the combined evaluation of the individual aspects. Enabling a differentiation between material and non-material impacts, Hapag-Lloyd determined a threshold for the impact materiality score of two, out of a maximum score of four. Impacts with a total score below two are thereby considered not material.
(ESRS 2 IRO-1 53 c i) Hapag-Lloyd considered the connections of its impacts and dependencies with the risks and opportunities that may arise from those by considering interconnections between the IROs as part of the individual assessments and the topic evaluation once the assessment had been finalised. (ESRS 2 IRO-1 53c ii) The likelihood (as frequency within a year) of risks and opportunities was evaluated using the following scales:

- 4 - High (>50\%, ≤ 100\% ô More than 1 time in 2 years)
- 3 - Medium (>25\%, ≤50\% ô More than 1 time in 4 years)
- 2 - Low (>10\%, ≤25\% ô More than or exactly 1 time in 10 years)
- 1 - Remote ( $\leq 10 \%$ ô Less than 1 time in 10 years)

The Company assessed the magnitude and nature of risks and opportunities using the following scales:

- 4 - Critical (>USD 250 million)
- 3 - Severe ( $\leq$ USD 250 million, >USD 100 million)
- 2 - Bearable ( $\leq$ USD 100 million, >USD 1 million for risks/>USD 5 million for opportunities)
- 1 - Negligible ( $\leq$ USD 1 million/ $\leq$ USD 5 million for opportunities)
(ESRS 2 IRO-1 53 c iii) Sustainability-related risks are considered and evaluated alongside other types of risks. Prioritisation of risks happens independently of the sustainability relation of individual risks. (ESRS 2 IRO-1 53 d) The results of the materiality assessment were validated by the risk management function as well as by functional experts from Hapag-Lloyd and the subsidiaries in a top-down approach.
(ESRS 2 IRO-1 53 e) (ESRS 2 IRO-1 53 f) The assessment approach for risks and opportunities under the RMS considers both the financial as well as the sustainability-related impact categories environment, social and human rights, and governance. The assessment ranges for the sustainabilityrelated impacts are an aggregate of the severity assessment categories applied in the DMA.

In addition, the ESRS topics are integrated with event categories to which risks and opportunities are assigned, enabling the structured identification of such risks and opportunities. Insights from collections of risks and opportunities on particular topics such as data protection or compliance are shared with the governance entities, which are dedicated to overseeing or managing said topics.
(ESRS 2 IRO-1 53 g) Beside from stakeholder engagement, additional parameters such as the results of the previous materiality analysis, the risk inventory as well as the CRVA were taken into account for the identification of IROs. For the remaining steps of the materiality assessment, financial and non-financial data available to the functional departments was considered, but no separate data collection explicitly for the materiality assessment took place.
(ESRS 2 IRO-1 53 h) The previous materiality assessments at Hapag-Lloyd did not include the newly required double materiality perspective, using financial or impact materiality. As a result, the scope of material topics and IROs increased after the process has been changed accordingly. In the upcoming reporting periods, potential changes in severity and likelihood of all IROs will be reviewed and in case the assessment requires a repetition, it will be carried out accordingly. (E3.IRO-1 8 b) Apart from the DMA, further specific consultations regularly take place with key groups of interest such as the International Maritime Organization (IMO). (ESRS 2 GOV-2 26 c) As part of the preparatory activities for this sustainability statement the Executive Board of Hapag-Lloyd was informed of the results of the materiality analysis.

# 1.11. Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3)

(ESRS 2 SBM-3 48 a AR 17-18) In 2023, the Sustainability team conducted a materiality assessment which was validated in 2024, initially following the DMA requirements of the ESRS. Most of the topics identified align with the topics outlined in the ESRS. There are, however, two exceptions: water and marine resources (E3) and consumers and end-users (S4) were identified as not material. Due to the specific business operations, four additional topics were identified as material in addition to those covered by the ESRS: the entity-specific topics Transport of Dangerous Goods, Corporate Citizenship, Data Protection and Information\&Cyber Security. Furthermore, only SAAM Terminals has identified material impacts related to the sustainability matter of affected communities (S3) and as a result, this topic is only considered by the respective part of the Company. (ESRS 2 SBM-3 48 h AR 16) Details on the identified material IROs are provided at the beginning of each topical chapter of this Sustainability Statement.
(E3.IRO-1 8 a) As a container liner shipping company, water and marine resources represent an important element of Hapag-Lloyd's business model. Its materiality assessment process included engagement with key stakeholders to discuss potential IROs on water and marine resources. Thereby, Hapag-Lloyd has not identified any material IROs directly related to the specific disclosure requirements covered by E3 of the ESRS. Hapag-Lloyd's container vessels and its liner shipping activities are the obvious key assets and activities considered for potential related IROs in this process. Nevertheless, Hapag-Lloyd has identified material marine IROs, which are covered in detail in its disclosures on pollution and marine ecosystems. These can be found in the respective chapters.

(ESRS 2 SBM-3 48 b AR 18) Some of the material topics such as Dangerous Goods, Information\& Cyber Security, Data Protection are already reported within the corporate RMS. For all other outstanding IROs the Company is assessing plans to respond to those applying the ESRS requirements, with a focus on establishing concrete policies, actions and targets. Nevertheless, the governance process delineated above clarifies that all material IROs are already incorporated into the general management process for sustainability issues. This task is driven by the Sustainability department, in conjunction with relevant departments and the SC, aiming to deliver a thorough and effective response.
(ESRS 2 SBM-3 48 c i AR 18) The identified material impacts on the environment mainly stem from Hapag-Lloyd's liner shipping business activities, particularly through the burning of fossil fuels which contributes to climate change and pollution.
The identified material impacts on people mainly relate to Hapag-Lloyd's employees and workers in the value chain, as both positive and negative impacts can be caused through the respective working conditions of these groups. Near certain SAAM Terminals locations, impacts on people can potentially result from noise pollution. Furthermore, impacts on people and society are relevant in the context of potential corruption incidents.
(ESRS 2 SBM-3 48 c ii AR 18) The activities in relation to the identified material impacts are an inherent part of Hapag-Lloyd's business activities. Only the material impact related to the entityspecific topic corporate citizenship has no immediate connection to the business activities but has a mediate relation to the company values. As business activities are derived from the strategy and contribute to achieving its strategic targets, the material impacts are directly and indirectly connected to the Company's strategy. This connection is especially significant between the strategic core pillar of Hapag-Lloyd becoming a Sustainability Driver and the sustainability topic of climate change. (ESRS 2 SBM-3 48 c iii AR 18) Considering the time horizons of the impacts, the defined proposals of the ESRS have been adopted.
(ESRS 2 SBM-3 48 c iv AR 18) Hapag-Lloyd is involved in material impacts mainly by its own business activities in the Liner Shipping segment, but also through its business relationships.
(ESRS 2 SBM-3 48 d AR 18) The aggregated short-term financial effects of material opportunities on financial position, performance, and cash flows are classified as low, considering their probability of occurrence. The aggregated short-term financial effects of material risks on financial position, financial performance and cash flows are, considering their probability of occurrence, classified in the severe to critical range. Material risks and opportunities in the area of pollution and the transport of dangerous goods that is in case of accidents and incidents, could potentially cause material adjustment within the next reporting period to carrying amounts of assets or liabilities. However, significant impacts from such events are less likely than more likely.

(ESRS 2 SBM-3 48 f AR 18) Hapag-Lloyd considers the resilience of its strategy and business model to be robust. For the strategic time horizon until 2030, a change of its business model is not required to address material impacts and risks or to take advantage of material opportunities. The Company commits in its Strategy 2023 to its decarbonisation focus to keep global warming within the $1.5^{\circ} \mathrm{C}$ target of the Paris Agreement, and pledges to reduce GHG emissions from its fleet operations by around one third by 2030 as well as achieving net-zero fleet operations by 2045 .

# 1.12. Disclosure requirements in ESRS covered by the undertaking's sustainability statement (IRO-2)

(ESRS 2 IRO-2 56) No specific datapoints listed in this sustainability statement are derived from other EU legislations. However, disclosures related to Article 8 of Regulation 2020/852 (EU Taxonomy) are disclosed in chapter "2.1 Consolidated disclosures pursuant to Article. 8 of the taxonomy regulation" of this Sustainability Statement.
(ESRS 2 IRO-2 56 AR 19) Hapag-Lloyd compiled a list of ESRS disclosure requirements based on the outcome of the materiality assessment. The chapter for individual disclosure requirements in this Sustainability Statement can be found in the Content Index located in the annex. The list of material disclosure requirements comprises the following:

- All non-voluntary disclosure requirements from E1, except the specific datapoints on biogenic emissions (E1-6 AR 43 c, E1-6 AR 45 e, E1-6 AR 46 j)
- All non-voluntary disclosure requirements from E2, except the specific datapoints related to substances of concern and microplastics (E2-1 15 b AR 11, E2-3 23 d, E2-4 28b AR 20, E2-5 34, E2-5 35, E2-6 40 a)
- All non-voluntary disclosure requirements from E4, except the specific datapoints related to deforestation (E4-2 24 d), land/agriculture practices (E4-2 24 b) and land degradation, desertification and soil sealing (E4 SBM-3 16 b)
- All non-voluntary disclosure requirements from E5, except the specific datapoints related to waste (E5-3 24 e, E5-3 25, E5-5 35, E5-5 36 a, E5-5 36 b, E5-5 36 c, E5-5 37 a, E5-5 37 b AR 31, E5-5 37 c AR 32, E5-5 37 d, E5-5 38, E5-5 38 a, E5-5 38 b, E5-5 39, E5-5 40, E5-5 40 AR 33)
- All non-voluntary disclosure requirements from S1
- All non-voluntary disclosure requirements from S2
- All non-voluntary disclosure requirements from S3, except the specific datapoints related to rights of indigenous people (S3-1 15, S3-2 23)
- All non-voluntary disclosure requirements from G1, except the specific datapoints related to animal welfare (G1-1 10 f)
(ESRS 2 IRO-2 59) All material IROs were mapped to the ESRS sub-topics. Single IROs could relate to multiple ESRS sub-topics, and in case where no mapping to ESRS sub-topic was possible, an entity-specific topic was assigned. All sub-topics covered by any material IROs of Hapag-Lloyd are considered material information.
Individual data points from material subtopics can be categorised as immaterial. This is the case when they cover an aspect that is more detailed than the ESRS subtopic classification and when this aspect does not contain any material IROs for Hapag-Lloyd.

| | | Value Chain | | Time horizon | | | Number of single IROs that have been consolidated into this IRO Title |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| ESPG Chapters | IRO Title | | | | | | |
| E Transport of dangerous goods | [Potential negative impact] <br> Improper handling of dangerous goods could lead to negative impacts on environment and people | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| E Transport of dangerous goods | [Risk] <br> Accidents regarding transport of dangerous goods | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| E Transport of dangerous goods | [Opportunity] <br> Ensuring the safe and reliable transportation of dangerous goods | | $X$ | | $X$ | $X$ | 1 |
| E1 | [Actual negative impact] <br> Contribution to global warming through direct and indirect GHG emissions | $X$ | $X$ | $X$ | $X$ | $X$ | 7 |
| E1 | [Actual negative impact] <br> Continued reliance on fossil fuel-based technologies | $X$ | $X$ | $X$ | $X$ | $X$ | 3 |
| E1 | [Potential positive impact] <br> Researching alternative methods of fuel, propulsion and efficiency technologies | | $X$ | | $X$ | $X$ | 4 |
| E1 | [Risk] <br> Decreased profitability as a consequence of non-achieved decarbonisation targets | | $X$ | | $X$ | $X$ | 3 |
| E1 | [Risk] <br> Allocating research and investment resources improperly | $X$ | $X$ | $X$ | $X$ | $X$ | 2 |
| E1 | [Risk] <br> Rising volatility in customer demand for environmentally friendly/sustainable transport solutions | | $X$ | $X$ | $X$ | $X$ | 1 |
| E1 | [Risk] <br> Rising costs for environmentally friendly logistics services of suppliers | $X$ | $X$ | $X$ | | $X$ | 1 |
| E1 | [Risk] <br> Increasing pressure through climate-related regulations | | $X$ | | $X$ | $X$ | 1 |
| E1 | [Risk] <br> Rising costs due to higher energy prices | | $X$ | $X$ | $X$ | | 1 |
| E1 | [Opportunity] <br> Contributing to a successful climate-neutral transformation of the shipping industry through partnerships | $X$ | $X$ | $X$ | $X$ | $X$ | 2 |
| E1 | [Opportunity] <br> Researching alternative methods of fuel, propulsion and efficiency technologies | $X$ | $X$ | $X$ | $X$ | $X$ | 4 |
| E1 | [Risk] <br> Increasing occurrence of extreme weather events | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| E2 | [Actual negative impact] <br> Contributing to air and water pollution on transport routes | $X$ | $X$ | $X$ | $X$ | $X$ | 5 |
| E2 | [Risk] <br> Legal fines due to contribution to air and water pollution | | $X$ | | $X$ | $X$ | 1 |
| E4 | [Potential negative impact] <br> Impact on the marine ecosystem due to the operations of Hapag-Lloyd's vessel fleet | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |

| ESRS Chapters | IRO Title | Value Chain | | | Time horizon | | | Number of single IROs that have been consolidated into this IRO Title |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | | | | | | | | |
| E4 | [Opportunity] <br> Building trust through responsible practices regarding marine ecosystems, enhancing reputation and fostering strong stakeholder relationships | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| E5 | [Potential negative impact] <br> Environmental impacts due to recycling procedures of the vessels in the downstream value chain | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| E5 | [Opportunity] <br> Evaluating the use of circular economy principles | $X$ | | | $X$ | $X$ | $X$ | 1 |
| G | [Potential negative impact] <br> Breaching corruption or bribery legislation | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| G | [Actual positive impact] <br> Creating trusted relationships with suppliers | $X$ | | | $X$ | $X$ | $X$ | 1 |
| G | [Potential positive impact] <br> Enforcing sustainable and ethical mindset in corporate culture | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 3 |
| G | [Actual positive impact] <br> Promoting whistleblower protection | $X$ | $X$ | $X$ | $X$ | | | 1 |
| G | [Risk] <br> Impairing business success through improper governance | | $X$ | $X$ | $X$ | $X$ | $X$ | 3 |
| G | [Opportunity] <br> Considering ESG requirements in supplier relationships | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| G | [Opportunity] <br> Supporting business success through good governance | | $X$ | | $X$ | $X$ | $X$ | 1 |
| G | [Opportunity] <br> Incorporating sustainability in business decisions | | $X$ | | $X$ | $X$ | $X$ | 1 |
| S Corporate <br> Citizenship | [Actual positive impact] <br> Facilitating volunteering and sponsorship activities | $X$ | $X$ | | $X$ | $X$ | | 1 |
| S Corporate <br> Citizenship | [Opportunity] <br> Strengthening employee affiliation with the company through corporate citizenship | | $X$ | | $X$ | $X$ | $X$ | 1 |
| S Data Protection | [Potential negative impact] <br> Occurence of data breaches | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| S Data Protection | [Actual positive impact] <br> Ensuring high data protection standards | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| S Data Protection | [Risk] <br> Occurence of data breaches | | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| S Data Protection | [Opportunity] <br> Preventing data breaches | | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| S Information \& | [Potential negative impact] | | | | | | | |
| Cyber Security | Occurence of IT security hazards | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |
| S Information \& | [Actual positive impact] | | | | | | | |
| Cyber Security | Ensuring high IT security standards | $X$ | $X$ | $X$ | $X$ | $X$ | $X$ | 1 |


# 2. ENVIRONMENTAL INFORMATION

### 2.1. Consolidated disclosures pursuant to Article 8 of the taxonomy regulation

2.1.1. Background

The Taxonomy Regulation (Regulation (EU) 2020/852) is a core element of the European Commission's action plan to redirect capital flows to more sustainable economic activities. It represents an important step towards achieving climate neutrality by the year 2050 in line with the EU's targets.

The EU Taxonomy is a standardised classification system for environmentally sustainable economic activities and generally comprises the following six environmental objectives, which are governed by Article 9 of the Taxonomy Regulation:
(1) Climate change mitigation (CCM)
(2) Climate change adaptation (CCA)
(3) The sustainable use and protection of water and marine resources (WTR)
(4) The transition to a circular economy (CE)
(5) Pollution prevention and control (PPC)
(6) The protection and restoration of biodiversity and ecosystems (BIO)

An initial delegated act on sustainable climate change adaptation and mitigation measures (Delegated Act (EU) 2021/2139, hereinafter "Climate Delegated Act"), complements the Taxonomy Regulation and has been in effect since January 2022. A second delegated act for the remaining, non-climate related environmental objectives (Delegated Act (EU) 2023/2486, hereinafter "Environmental Delegated Act"), was published in November 2023 and has been applicable since January 2024.

In the following, Hapag-Lloyd as a non-financial parent company pursuant to Article 8 of the Taxonomy Regulation and the Delegated Act supplementing Article 8 of the Taxonomy Regulation (Delegated Act (EU) 2021/2178, hereinafter "Art. 8 Delegated Act"), presents the proportions of the Group revenue (The term ,turnover' in accordance with the EU Taxonomy includes only "revenue" at Hapag-Lloyd. Consequently, the term ,revenue' will be applied in the following sections), capital expenditure (CapEx) and operating expenses (OpEx) for the 2024 reporting period.

### 2.1.2. Definitions

According to Article 1, nos. 5 and 6 of the Art. 8 Delegated Act, a taxonomy-eligible economic activity is an economic activity that is described in the adopted delegated acts pursuant to the Taxonomy Regulation, irrespective of whether that economic activity meets any or all of the technical screening criteria set out in these delegated acts.
A non-taxonomy-eligible economic activity is any economic activity that is not described in the adopted delegated acts pursuant to the Taxonomy Regulation.
A taxonomy-aligned economic activity is an economic activity that meets all of the following requirements:
a) The economic activity contributes substantially to one or more of the environmental objectives (Substantial Contribution);
b) it does not significantly harm any of the environmental objectives pursuant to Article 17 of the Taxonomy Regulation (Do No Significant Harm);

c) it is carried out in compliance with the minimum safeguards as per Article 18 of the Taxonomy Regulation, which are intended to ensure that an economic activity can only be considered sustainable if it also meets international human rights standards. In addition to respect for human rights (including labour rights), the minimum safeguards also cover bribery and corruption, taxation and fair competition.

# 2.1.3. Own Economic activities

H apag-Lloyd examined the relevant taxonomy-eligible economic activities under the Delegated Acts on the basis of the activities carried out and attributed the activities relevant to revenue to the following economic activities. The following table shows the environmental objective to which the activities are relevant:

| Economic activity | Description | $\begin{gathered} \text { NACE } \\ \text { Code } \end{gathered}$ | Climate change mitigation | Climate change | Water and marine resources | Circular economy | Environmental pollution | Biodiversity |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| CCM 6.6 | | | | | | | | |
| Freight transport services by road | Road container transport by truck | H.49.4.1, <br> N.77.12 | $\checkmark$ | $X$ | $X$ | $X$ | $X$ | $X$ |
| CCM 6.10 | | | | | | | | |
| Sea and coastal freight water transport, vessels for port operations and auxiliary activities | Transport of containers by sea using own and chartered vessels | H50.2, <br> N77.34 | $\checkmark$ | $X$ | $X$ | $X$ | $X$ | $X$ |
| CCM 6.16 | | | | | | | | |
| Infrastructure enabling low carbon water transport | Building, upgrading, operation and maintenance of port structure | $\begin{aligned} & \text { F52.22.2, } \\ & \text { F52.24.0 } \end{aligned}$ | $\checkmark$ | $X$ | $X$ | $X$ | $X$ | $X$ |

H apag-Lloyd's core business is primarily the shipping of containers by sea using its own vessels and chartered vessels (Liner Shipping segment, economic activity CCM 6.10 "Sea and coastal freight water transport, vessels for port operations and auxiliary activities"). The business activities of the fully consolidated seaport terminals in the Terminal \& Infrastructure segment in the USA and Latin America need to be assigned to economic activity CCM 6.16 "Infrastructure enabling low carbon water transport".
Through the acquisition of the freight forwarding company ATL H aulage Contractors Limited (ATL), Stanford-Le-Hope, United Kingdom (UK) in the 2024 financial year, H apag-Lloyd provides road transportation services that can be carried out independently of vessel transport, among other things. The economic activity is included under economic activity CCM 6.6 "Freight transport services by road" and is part of the Liner Shipping segment.
Based on the analysis of economic activities under the EU taxonomy, H apag-Lloyd does not identify any activities that specifically address the environmental goal of climate change adaptation and are thus to be considered taxonomy-aligned for this environmental objective. In order to avoid double counting, the activities are also not considered taxonomy-eligible for this environmental objective.

No relevant H apag-Lloyd activities were identified in relation to non-climate-related environmental objectives.
As no key application has been identified for the economic activities described in the EU Commission's Delegated Act 2022/1214 and in Annex XII, the reporting pursuant to Annex XII of the Art. 8 Delegated Act also does not apply.

# Group definition

The analysis of economic activities was based on Hapag-Lloyd Group's revenue. Therefore, only economic activities of fully consolidated Group companies were taken into account.

Supply chain coverage in economic activity CCM 6.10
As part of economic activity CCM 6.10, Hapag-Lloyd offers, in particular, not only the transport of containers by sea but also door-to-door transport. The service offered by Hapag-Lloyd always involves the performance of a transport contract and comprises a number of different subcomponents. In addition to transportation by sea, these include transportation of the empty container from the depot to the customer or from the customer to the depot, transportation of the container from the customer to the port/terminal (pre-carriage) or transportation of the container from the port/terminal to the recipient (on-carriage).
In the context of external accounting in accordance with IFRS 15, the handling of a transport within the Hapag-Lloyd Group as a whole is treated as an integrated performance obligation. No distinction is therefore made between pre-carriage, on-carriage and sea transport when recording revenue. This assessment is also used for EU Taxonomy-related purposes. As most of this process of transporting containers is performed by sea, Hapag-Lloyd assigns the entire transport of the container from A to B to economic activity CCM 6.10. This is irrespective of the fact that parts of the transportation process are performed by road, rail and inland waterway under certain circumstances.

## Acquisition of production

In addition to the economic activities identified for Hapag-Lloyd's own activities, economic activities related to the acquisition of production from taxonomy-eligible economic activities of Hapag-Lloyd's suppliers have also been taken into account in the determination of the KPIs for taxonomy eligibility.
This includes the efficiency-enhancing retrofitting of ships, which is included under economic activity CCM 6.12 "Retrofitting of sea and coastal freight and passenger water transport" and is not considered a separate economic activity of Hapag-Lloyd. Reference is made to the explanations regarding the KPIs and accounting principles for further information.

The other economic activities summarised under "Acquisition of production" are:

- CCM 6.5 "Transportation by motorbikes, passenger cars and light commercial vehicles"
- CCM 7.2 "Renovation of existing buildings"
- CCM 7.7 "Acquisition and ownership of buildings"
- CCM 8.1 "Data processing, hosting and related activities"
2.1.4. Substantial contribution to climate change mitigation

Annex 1 to the Climate Delegated Act describes the technical screening criteria for determining the conditions under which an economic activity is considered to make a substantial contribution to climate change mitigation.

CCM 6.6 Freight transport services by road
For economic activity CCM 6.6 "Freight transport services by road", one of currently four substantial contribution criteria must be met with regard to the vehicles so that this economic activity can make a substantial contribution to climate change mitigation. The criteria relate to the direct carbon exhaust emissions per vehicle class in connection with the technically permissible maximum laden mass. Additionally, the vehicles must not be dedicated to the transport of fossil fuels. If vehicles produce direct carbon exhaust emissions but fulfil the remaining technical assessment criteria, the economic activity CCM 6.6 is generally classified as a transitional activity according to Article 10(2) of Regulation (EU) 2020/852.
For the assessment of compliance with the DNSH criteria of economic activity 6.6 at Hapag-Lloyd, please refer to the chapter "Do no significant harm (DNSH) - 6.6 Freight transport services by road".

CCM 6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities
For economic activity CCM 6.10 "Sea and coastal freight water transport, vessels for port operations and auxiliary activities", which is relevant to Hapag-Lloyd, currently at least one of four technical criteria must be met in regard to the vessels used.
Additionally, the vessels must not be dedicated to the transport of fossil fuels. The criteria take into account direct emissions at the funnel and do not evaluate the climate neutrality of a vessel's propulsion concept as a whole. However, propulsion systems operating on this basis are currently not market-ready or available for widespread practical use. There is currently no generation and supply infrastructure. If vessels produce direct carbon exhaust emissions but fulfil one of the other criteria, this is classified as a transitional activity according to Article 10(2) of the Taxonomy Regulation.

Against this backdrop, the vessels used within the Hapag-Lloyd Group fulfil the substantial contribution criteria if they achieve an Energy Efficiency Design Index (EEDI) that is 10\% below the EEDI requirements that were applicable on 1 April 2022 and can be powered using fuels from renewable sources. From Hapag-Lloyd's perspective, the Energy Efficiency Existing Ship Index (EEXI) can be considered a screening criterion that is equivalent to the EEDI. In practice, both indices measure the same thing, but the EEDI is used for new vessels while the EEXI applies to existing ones. The EEDI and EEXI have the same metric and reference values. Fuels from renewable sources mean hydrogen or hydrogen-based synthetic fuels as per section 3.10 and biogas or biofuels as per section 4.13 of Annex 1 of the Climate Delegated Act. The screening criteria only require that vessels can be powered using the appropriate fuels. Evidence that the vessels are actually powered using the appropriate fuels does not need to be provided.
For the assessment of compliance with the DNSH criteria of economic activity 6.10 at Hapag-Lloyd, please refer to the chapter "Do no significant harm (DNSH) -6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities", as well as the explanations in the chapters "Revenue KPI", "CapEx KPI" and "OpEx KPI".

CCM 6.16 Infrastructure enabling low carbon water transport
For economic activity CCM 6.16, at least one of five substantial contribution criteria must be met with regard to the seaport terminal so that this economic activity can make a substantial contribution to climate change mitigation. Additionally, the infrastructure must not be dedicated

to the transport or storage of fossil fuels. The criteria refer, firstly, to infrastructure for vessel operation without direct carbon exhaust emissions and, secondly, to infrastructure for onshore power supply to vessels at their berths. Hapag-Lloyd's fully consolidated terminals currently do not feature any infrastructure for operating vessels without direct carbon exhaust emissions or any onshore power solutions. However, the Hapag-Lloyd terminals do have infrastructure and equipment designed for loading and unloading freight or transferring it between different modes of transport. This makes economic activity CCM 6.16 fundamentally an enabling operation in accordance with Article 10(1)(i) of the Taxonomy Regulation.
For the assessment of compliance with the DNSH criteria of economic activity 6.16 at Hapag-Lloyd, please refer to the chapter "Do no significant harm (DNSH) -6.16 Infrastructure enabling low carbon water transport".

# 2.1.5. Do no significant harm (DNSH)

An economic activity can only be considered environmentally sustainable if it does not significantly harm any environmental objective (DNSH criteria). An economic activity significantly harms an environmental objective or several environmental objectives if it endangers the achievement of these objectives.

### 6.6 Freight transport services by road

Although this economic activity is taxonomy-eligible, it is not considered essential to Hapag-Lloyd's business activities in the current financial year; hence, no additional assessment was conducted regarding taxonomy-alignment.

### 6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities

In the reporting year, the DNSH criteria for economic activity CCM 6.10 were analysed with the support of cloud-based software that enables vessel owners and charterers to exchange vessel performance data. The analysis was carried out at the level of the individual vessels or at the level of the (external) shipowners or vessel managers. To obtain the relevant information, the shipowners or managers were asked to complete an online questionnaire using the software. The answers provided by the external shipowners or managers were only verified by obtaining suitable documentary evidence if the vessel concerned had been taken into account when determining taxonomy-alignment. In the following, Hapag-Lloyd presents its interpretation and the key analyses used to determine whether there was significant harm to the other environmental objectives.

## Climate change adaptation

Hapag-Lloyd has conducted a climate risk and vulnerability assessment to determine the materiality of physical climate risks that may impact the performance of the Groups activities. The economic activities were considered separately when identifying and evaluating physical climate risks. The analysis was conducted on a regional level. If high risks to Hapag-Lloyd's economic activities have been identified based on assessments of severity and probability of occurrence, adaptation solutions will be appraised.

## Sustainable use and protection of water and marine resources

With respect to the environmental objective of sustainable water use, activities that damage the condition or potential of water resources are considered to have a significant negative impact.

Hapag-Lloyd's economic activities were assessed with respect to sustainable use and protection of water and marine resources by carrying out the water risk analysis (maintaining water quality, preventing water stress). Potential impacts on the marine environment from maritime shipping may arise especially due to chemicals in vessel coatings, the introduction of non-native organisms through biofouling or ballast water, the discharge of wastewater and waste into the sea, pollutants from exhaust gases, and vessel noise. The possible adverse effects are already covered by the DNSH criteria of other environmental objectives.

# Transition to a circular economy

Activities involving significant inefficiencies in the use of natural resources, including in regard to the durability of products and their ability to be repaired, retrofitted, reused or recycled, cause significant harm to the environmental objective of achieving a circular economy. Waste management measures based on the waste hierarchy must therefore be in place during both the vessel's use phase and at the end of its service life.
The requirements for Hapag-Lloyd's economic activities in regard to the transition to a circular economy are to some extent monitored during the regular inspections carried out by flag states and port states (e.g. the review of oil and garbage record book). Analyses are also based on waste management plans, inventory of hazardous materials (IHM) and the shipboard management system, to name but a few examples. Furthermore, the Hapag-Lloyd vessel recycling policy was also taken into consideration. Hapag-Lloyd is one of the first major shipping companies in the world to recycle its own vessels in accordance with strict EU environmental standards.

## Pollution prevention and control

With respect to the environmental objective of pollution prevention and control, activities that result in a significant increase in pollutant emissions are considered to cause significant harm. In particular, the respective requirements define specifications with regard to sulphur oxide and nitrogen oxide emissions and particulate matter, discharges of black and grey water, and minimising the toxicity of anti-fouling paints and biocides.
The pollutant emission requirements that apply in regard to the pollution prevention and control environmental objective are also to some extent monitored during the regular checks carried out as part of the flag state or port state inspections or documented by the shipyard. Moreover, checks are performed, in particular, on the IMO requirements for nitrogen oxide emissions from vessel engines and the use of reliable fouling protection systems.

## Protection and restoration of biodiversity and ecosystems

Activities that damage biodiversity and ecosystems significantly harm the environmental objective of protecting and restoring biodiversity and ecosystems. The respective criteria therefore include the release of ballast water containing non-indigenous species, the introduction of non-indigenous species through the biofouling of hulls and niche areas, and noise and vibrations caused by shipping.
The respective vessels' ballast water management systems and plans, as well as biofouling prevention plans, noise reduction measures, measures to preserve the integrity of the seabed and point pressure measurements (change in the water pressure in relation to underwater noise) were analysed to ensure compliance with requirements in regard to biodiversity and ecosystems.

# 6.16 Infrastructure enabling low carbon water transport

Although this economic activity is taxonomy-eligible, it is not considered essential to Hapag-Lloyd's business activities in the current financial year; hence, no additional assessment was conducted regarding taxonomy-alignment.

### 2.1.6. Minimum Safeguards

Minimum safeguards are procedures designed to ensure that the requirements of specific frameworks for international human rights standards are met.
Minimum safeguard frameworks include the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises, the United Nations Guiding Principles on Business and Human Rights (UNGP), the International Labour Organisation (ILO) Core Labour Standards and the International Bill of Human Rights. The contents that are to be covered concern, in particular

- Human rights (including labour and consumer rights);
- efforts to combat bribery, demands for bribes and extortion of bribes;
- taxation and
- fair competition.

The principles in the frameworks mentioned above call for the creation of due diligence processes to ensure compliance with the UNGP. The minimum safeguard requirements cover the entire value chain.
As one of the world's leading container liner shipping companies, responsible corporate governance and respect for human rights are key concerns for Hapag-Lloyd. Hapag-Lloyd published a Policy Statement on Social Responsibility and Human Rights in 2023. The Executive Board of Hapag-Lloyd reaffirms its commitment to respecting human rights through the policy statement. In order to ensure adequate protection of human rights within its own business operations, Hapag-Lloyd has defined the necessary processes in corporate principles, guidelines and procedural instructions.

The overall responsibility for human rights due diligence lies with the Chief Executive Officer and Chief Human Resources Officer of Hapag-Lloyd. It includes the control and monitoring of the measures implemented to protect human rights at Hapag-Lloyd. The Executive Board is supported in monitoring the measures and making decisions regarding high-risk issues by Hapag-Lloyd's Human Rights Officer. The responsibility for coordinating the implementation of the human rights strategy lies with the Human Rights Office, which is part of the Global Procurement department. A key component of the human rights due diligence processes at Hapag-Lloyd is the performance of annual and ad hoc internal and external risk analyses. Hapag-Lloyd has comprehensive preventive measures to ensure respect for human rights and fair working conditions. For the risks prioritised based on the results of the risk analysis, specific measures for prevention and remedy have been taken.

In order to be able to react to potential and actual human rights violations at an early stage, the Speak Up Line was set up as a central complaints channel. Hapag-Lloyd fosters a "Speak Up" culture and encourages all internal and external stakeholders to report unethical

and illegal behavior. The Speak Up Line is available at all times. Hapag-Lloyd aims to ensure that all reported concerns are dealt with quickly, objectively, fairly and confidentially and does no tolerate any form of retaliation or reprisal against whistleblowers.
Hapag-Lloyd regularly reviews the implementation of its human rights due diligence obligations and pursues to continuously improve its commitment.

These statements currently apply primarily to the Hapag-Lloyd Group's Liner Shipping segment. In the Terminal \&Infrastructure segment, various processes are already in place, such as a whistleblower channel and a suppliers' code of conduct, which must be signed by terminal suppliers. The status quo in the segment is currently being analysed as part of a project to develop a target governance structure and implement the resulting requirements across the Group.
The review of the above-mentioned criteria for minimum safeguards did not lead to any nonconformities in relation to the relevant economic activity throughout the 2024 financial year. The implemented management and prevention systems ensure compliance with Article 18 and thus fulfill the minimum safeguard criteria of the EU taxonomy.

# 2.1.7. Key performance indicators and accounting principles

The most important indicators that are to be reported include the revenue KPI, CapEx KPI and OpEx KPI. The KPIs are calculated in accordance with Annex I of the Art. 8 Delegated Act.

The KPIs for the 2024 financial year are as follows:

| | 2024 | | | 2023 | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Denominator in EUR billion | Taxonomyeligible in \% | Taxonomyaligned in \% | Denominator in EUR billion | Taxonomyeligible in \% | Taxonomyaligned in \% |
| Revenues | 19 | 99.0 | 14.0 | 18 | 99.6 | - |
| Activity CCM 6.6 | 0.1 | - | | - | - | |
| Activity CCM 6.10 | 98.0 | 14.0 | | 99.0 | - | |
| Activity CCM 6.16 | 1.0 | - | | 0.6 | - | |
| CapEx | 5 | 96.9 | 36.0 | 3 | 97.2 | 6.5 |
| Activity CCM 6.6 | 0.2 | - | | - | - | |
| Activity CCM 6.10 | 96.6 | 36.0 | | 72.1 | 6.5 | |
| Activity CCM 6.16 | 1.3 | - | | 17.2 | - | |
| Acquisition of production | 0.7 | - | | 7.9 | - | |
| OpEx | 1 | 88.0 | 22.1 | 1 | 85.9 | - |
| Activity CCM 6.10 | 75.2 | 22.1 | | 73.5 | - | |
| Activity CCM 6.16 | 1.8 | - | | 0.8 | - | |
| Acquisition of production | 11.0 | - | | 11.6 | - | |

Below, Hapag-Lloyd sets out its accounting policies with respect to the relevant KPIs.

# 2.1.8. Revenue KPI

## Definition

The proportion of taxonomy-eligible or taxonomy-aligned economic activities in the total revenue was calculated as the portion of net revenue that is generated from products and services related to taxonomy-eligible or taxonomy-aligned economic activities (numerator) divided by the net revenue (denominator), in each case for the financial year from 1 January 2024 to 31 December 2024.
The denominator of the revenue KPI is based on the consolidated net revenue pursuant to IAS 1.82(a). Further details on the accounting principles for the consolidated net revenue can be found in Section "Fundamental accounting principles/Realisation of revenue and contract liabilities" within the Notes to the consolidated financial statements of the Annual Report 2024. The numerator of the revenue KPI is defined as the net revenue generated from products and services related to taxonomy-eligible or taxonomy-aligned economic activities.

## Reporting

The consolidated net revenue is EUR 19,111.8 million (previous year: EUR 17,929.5 million) and can be compared with the consolidated financial statements; see income statement in Section "Revenue" of the Annual Report 2024 ("Revenue").
The taxonomy-eligible revenue amounted to EUR 18,928.7 million or 99.0\% of Group revenue. Economic activity CCM 6.10 "Sea and coastal freight water transport, vessels for port operations and auxiliary activities" accounts for EUR 18,726.0 million or 98.0\% (previous year: EUR 17,758.1 or $99.0 \%$ ) of Group revenue. This includes revenue from net freight revenues, revenue from the occasional chartering of vessels and the chartering of slots under slot charter agreements as well as demurrage and detention fees. Economic activity CCM 6.6 "Freight transport services by road", which was newly added during the reporting year, accounts for EUR 18.3 million or $0.1 \%$ of Group revenue. Economic activity CCM 6.16 "Infrastructure enabling low carbon water transport" accounts for EUR 184.4 million or $1.0 \%$ of Group revenue.

Of the taxonomy-eligible revenues, EUR 2,682.0 million, which corresponds to 14.0\% of Group revenue, can be allocated to vessels that meet the technical screening criteria for economic activity CCM 6.10. In particular, container demurrage and detention fees and revenue from pending voyages cannot be allocated to individual vessels.
As already explained, no assessment was conducted regarding taxonomy alignment for economic activity CCM 6.6 and CCM 6.16.
As Hapag-Lloyd is able to demonstrate compliance with the minimum safeguards since 2024, the actual taxonomy-aligned revenue is EUR 2,682.0 million or 14.0\% (previous year: EUR 0.0 million or $0.0 \%$ ) of Group revenue.
Hapag-Lloyd not only transports containers using its own or chartered vessels, but also using third-party vessels obtained through alliance, vessel-sharing or slot charter agreements in a substantial number of cases. As reviewing the criteria for taxonomy alignment for these vessels is not feasible due to the large number of external vessel managers involved with whom no contractual relationship exists, these revenues are treated as non-taxonomy-aligned in their entirety. For the template for the "Revenue" KPI refer to section Overview of Revenue, CapEx and OpEx in accordance with the Taxonomy Regulation.

# 2.1.9. CapEx KPI <br> Definition

The CapEx KPI is defined as taxonomy-eligible or taxonomy-aligned CapEx (numerator) divided by total CapEx (denominator). Total CapEx comprises additions to property, plant and equipment and intangible assets during the financial year under review before depreciation, amortisation, impairments and remeasurements, including those which result from remeasurements and impairments for the financial year in question and without changes in the fair value. This comprises the acquisition of intangible assets (IAS 38), property, plant and equipment (IAS 16) and right-of-use assets (IFRS 16). Additions to intangible assets, property, plant and equipment and right-of-use assets that result from business combinations must be included in the numerator as well as the denominator. Goodwill is not included in the CapEx, as it is not defined as an intangible asset under IAS 38. Further details on the accounting principles with regard to the CapEx can be found in Section "Fundamental accounting principles/Property, plant and equipment" within the Notes to the consolidated financial statements of the Annual Report 2024. The numerator consists of the following categories of taxonomy-eligible or taxonomy-aligned CapEx:
a) CapEx related to assets or processes that are associated with taxonomy-eligible or taxonomy-aligned economic activities ("category a")
b) Investments which form part of a plan to expand taxonomy-aligned economic activities or convert taxonomy-eligible into taxonomy-aligned economic activities ("CapEx plan") ("category b")
c) Investments related to the acquisition of production from taxonomy-aligned economic activities and individual measures through which certain target activities are performed on a low-carbon basis or the emission of greenhouse gases is reduced ("category c")

## Reporting

In the financial year 2024, total CapEx in the Hapag-Lloyd Group amounted to

- EUR 32.6 million (previous year: EUR 466.8 million) on intangible assets
- EUR 4,639.2 million (previous year: EUR 2,834.4 million) on property, plant and equipment, including right-of-use.

The additions resulting from changes in the group of consolidated companies, which amounted to EUR 9.9 million in the financial year 2024 (previous year: EUR 737.8 million), are also included. The total CapEx therefore amounted to EUR 4,671.9 million (previous year: EUR 3,315.4 million). The total CapEx can be reconciled with the consolidated financial statements. See additions to intangible assets and property, plant and equipment in notes (10) and (11) of the Annual Report 2024.

Assets and processes are associated with taxonomy-eligible economic activities if they are essential components that are necessary for performing an economic activity. Consequently, CapEx with regard to vessels and containers, including right-of-use assets for chartered ships and leased containers from economic activity CCM 6.10 "Sea and coastal freight water transport, vessels for port operations and auxiliary activities", is included in the CapEx KPI numerator.

Economic activity CCM 6.16 "Infrastructure enabling low carbon water transport" also considers investments in port terminals, including concessions and customer base (for company acquisitions) and land, infrastructure and equipment for the loading, unloading and handling of goods (gantry cranes, portal cranes, straddle carriers or reach stackers, as well as forklifts and heavy goods vehicles). Economic activity CCM 6.6 includes all investments in property, plant and equipment and right-of-use assets, mainly trucks and chassis.
The taxonomy-eligible CapEx amounted to EUR 4,619.5 million or 98.9\% (previous year: EUR 3,221.5 million or 97.2\%) of Group CapEx. These are mainly (EUR 4,517.1 million or 96.7\% of Group capital expenditure) related to economic activity CCM 6.10 (category a and b). In addition, EUR 10.5 million or $0.2 \%$ of Group CapEx relates to the economic activity CCM 6.6, which was newly added during the reporting year, and EUR 59.0 million or 1.3\% of Group capital expenditure relates to economic activity CCM 6.16 (category a). CapEx amounting to EUR 32.9 million or $0.7 \%$ (previous year: EUR 261.5 million or 7.9\%) of Group CapEx associated with the acquisition of production from various taxonomy-eligible economic activities, particularly the acquisition or leasing of buildings and vehicles (economic activities CCM 6.5, 7.2 and 7.7 (category c)), is also included.

To prevent double counting, CapEx with regard to vessels was not taken into account again for economic activity CCM 6.12 "Retrofitting of sea and coastal freight and passenger water transport".
Within economic activity CCM 6.10, CapEx can always be directly attributed to an individual vessel. CapEx on containers cannot be clearly allocated to individual vessels and is therefore always taken into account on a proportionate basis using a distribution key based on the quantities actually transported per vessel.
CapEx with regard to vessels that meet the technical screening criteria for economic activity CCM 6.10 and the proportionate capital expenditure on containers amounted to EUR 1,425.4 million or 30.5\% (previous year: EUR 639.0 million or 19.3\%) of Group CapEx. As already explained, no assessment was conducted regarding taxonomy alignment for economic activity CCM 6.6 and CCM 6.16.

Plans to expand taxonomy-aligned economic activities include investing in the construction and acquisition of twelve 23,664 Twenty-Foot Equivalent Unit (TEU) dual-fuel container vessels. Three of these vessels were already completed and delivered in the 2023 financial year and a further seven in the 2024 financial year. The rest of the vessels will be delivered 2025 and are to be subsequently used for economic activity CCM 6.10. Investments in 24 further highly efficient dual-fuel and ammonia-powered container ships ordered in the 2024 financial year, are also included. This involves the construction of 12 newbuilds with a capacity of 16,800 TEU each and further 12 vessels with a capacity of 9,200 TEU each. The vessels will be delivered in the years 2027 to 2029. In addition, a contract was signed in 2024 for the conversion of five 10,100 TEU vessels to methanol propulsion and the installation of new propellers. This measure is scheduled to begin in 2026.

CapEx in 2024 for vessels that are expected to make a substantial contribution to "Climate change mitigation" and meet the relevant DNSH criteria when they enter service amounts to EUR 258.4 million or 5.5\% (previous year: EUR 214.8 million or 6.5\%) of Group CapEx, which are considered as taxonomy-aligned. The expected total CapEx throughout the term of the two CapEx plans is around EUR 6.0 billion.

CapEx on the acquisition of production from economic activity CCM 6.12 which complies with the technical screening criteria of this economic activity amounted to EUR 0.0 million or 0.0\% (previous year: EUR 43.6 million or 1.3\%) of Group CapEx. To avoid double counting, only CapEx on vessels that do not meet the technical screening criteria for economic activity CCM 6.10 was taken into account.
As Hapag-Lloyd meets the minimum safeguards since 2024 the taxonomy-aligned CapEx amounts to EUR 1,683.8 million or 36.0\% (previous year: EUR 214.8 million or 6.5\%) of Group CapEx.
For the template for the "CapEx" KPI refer to section Overview of Revenue, CapEx and OpEx in accordance with the Taxonomy Regulation.

# 2.1.10. OpEx KPI

Definition and reconciliation
The OpEx KPI is defined as taxonomy-eligible or taxonomy-aligned OpEx (numerator) divided by total taxonomy OpEx (denominator).
Total taxonomy OpEx consists of direct, non-capitalised costs related to research and development, building renovation measures, short-term leasing, maintenance and repair and all other direct expenses associated with the day-to-day maintenance of property, plant and equipment. This includes:

- Expenses for research and development which were recognised as expenses on the income statement in the reporting period. In accordance with the consolidated financial statements (IAS 38.126), these comprise all non-capitalised expenses that are directly assigned to research and development activities.
- The volume of non-capitalised leases was calculated in accordance with IFRS 16 and includes expenses for short-term leases and low-value leases (see Section "Other Notes/(29) Leasing" of the Annual Report 2024). Even though low-value leases are not explicitly mentioned in the Art. 8 Delegated Act, the legislation was interpreted in such a way that these leases are to be included.
- Maintenance and repair costs and other direct expenses associated with the day-to-day maintenance of property, plant and equipment were calculated on the basis of the nominal accounts as per the general ledger. The corresponding expenses can be found in the income statement both in transport expenses and in the other operating result. The maintenance and repair costs also include expenses for building renovation measures.

The OpEx taken into account usually include costs for services and material costs for day-to-day maintenance as well as for regular and unplanned maintenance and repair measures. These costs are directly allocated to property, plant and equipment.
The OpEx taken into account do not include expenses for the day-to-day operation of property, plant and equipment, such as expenses for fuel, handling \& haulage and personnel expenses. Direct costs for training and other adaptation requirements for employees are not included in either the denominator or the numerator. The reason for this is that Annex I of the Art. 8 Delegated Act only lists these costs in the numerator, which does not allow for a mathematically reasonable calculation of the OpEx KPI.
Like the CapEX KPI numerator, the OpEx KPI numerator is comprised of categories a) to c) of taxonomy-eligible or taxonomy-aligned OpEx. The relevant explanations regarding the categories of taxonomy-eligible or taxonomy-aligned CapEx apply accordingly in regard to OpEx.

Reporting
In the 2024 financial year, total taxonomy OpEx in the Hapag-Lloyd Group amounted to EUR 1,182.7 million (previous year: EUR 1,065.3 million).
The taxonomy-eligible OpEx amounted to EUR 1,041.1 million or 88.0\% (previous year: EUR 915.4 million or 85.9\%) of Group taxonomy OpEx. These are mainly (EUR 889.2 million or $75.2 \%$ ) related to economic activity CCM 6.10 "Sea and coastal freight water transport, vessels for port operations and auxiliary activities" (category a). In addition, EUR 21.4 million or $1.8 \%$ of Group OpEx relates to economic activity CCM 6.16 (category a). OpEx amounting to EUR 130.5 million or 11.0\% (previous year: EUR 124.1 million or 11.6\%) of Group OpEx associated with the acquisition of production from various taxonomy-eligible economic activities, particularly upgrading, the acquisition or leasing of buildings and vehicles, and data hosting and related activities (economic activities CCM 6.5, 7.2, 7.7 and 8.1) (category c), are also included. Of this, EUR 116.7 million or $9.9 \%$ was generated by the economic activity CCM 8.1 Data processing, hosting and related activities' (previous year: EUR 110.2 million or 10.3\%).

To avoid double counting, operating expenses with regard to vessels were not taken into account again for economic activity CCM 6.12 "Retrofitting of sea and coastal freight and passenger water transport".
OpEx with regard to vessels that meet the technical screening criteria for economic activity CCM 6.10 amounted to EUR 261.2 million or $22.1 \%$ of Group OpEx.

As already explained, no assessment was conducted regarding taxonomy alignment for economic activity CCM 6.6 and CCM 6.16.
As Hapag-Lloyd is able to demonstrate compliance with the minimum safeguards since 2024, the actual taxonomy-aligned OpEx are EUR 261.2 million or $22.1 \%$ (previous year: EUR 0.0 million or $0.0 \%$ ) of the Group OpEx.
For the template for the "OpEx" KPI refer to section Overview of Revenue, CapEx and OpEx in accordance with the Taxonomy Regulation.

2.1.11. Overview of Revenue, CapEx and OpEx in accordance with the Taxonomy Regulation
Revenue
Financial year 2024
Substantial
contribution criteria
A. TAXONOMY-ELIGIBLE ACTIVITIES

| A.1. Environmentally sustainable activities (Taxonomy-aligned) | | | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Sea and coastal freight water transport, vessels for port operations and auxiliary activities | CCM 6.10 | 2,682.0 | $14.0 \%$ | Y | N/EL | N/EL |
| Environmentally sustainable activities (Taxonomy-aligned) | | 2,682.0 | $14.0 \%$ | $14.0 \%$ | - | - |
| Of which enabling | | - | - | - | - | - |
| Of which transitional | | 2,682.0 | $14.0 \%$ | $14.0 \%$ | | |
| A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g) | | | | $\begin{aligned} & \text { EL; } \\ & \text { N/EL } \\ & \text { (f) } \end{aligned}$ | $\begin{aligned} & \text { EL; } \\ & \text { N/EL } \\ & \text { (f) } \end{aligned}$ | $\begin{aligned} & \text { EL; } \\ & \text { N/EL } \\ & \text { (f) } \end{aligned}$ |
| Transport of goods by road | CCM 6.6 | 18.3 | $0.1 \%$ | EL | N/EL | N/EL |
| Sea and coastal freight water transport, vessels for port operations and auxiliary activities | CCM 6.10 | 16,044.0 | $83.9 \%$ | EL | N/EL | N/EL |
| Infrastructure enabling low carbon water transport | CCM 6.16 | 184.4 | $1.0 \%$ | EL | N/EL | N/EL |
| Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2.) | | 16,246.7 | $85.0 \%$ | $85.0 \%$ | - | - |
| A. Turnover of Taxonomy-eligible activities (A.1. + A.2.) | | 18,928.7 | $99.0 \%$ | $99.0 \%$ | - | - |
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | | | | | | |
| Turnover of Taxonomy non-eligible activities (B) | | 183.1 | $1.0 \%$ | | | |
| Total | | 19,111.8 | $100.0 \%$ | | | |


CapEx
Financial year 2024
Substantial
contribution criteria
A. TAXONOMY-ELIGIBLE ACTIVITIES

| A.1. Environmentally sustainable activities (Taxonomy-aligned) | | | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Sea and coastal freight water transport, vessels for port operations and auxiliary activities | CCM 6.10 | 1,683.8 | $36.0 \%$ | Y | N/EL | N/EL |
| CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1.) | 1,683.8 | $36.0 \%$ | $36.0 \%$ | - | - | |
| Of which enabling | | | | | | |
| Of which transitional | | 1,683.8 | $36.0 \%$ | $36.0 \%$ | | |
| A.2.Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g) | | | | $\begin{aligned} & \text { EL; } \\ & \text { N/EL } \\ & \text { (f) } \end{aligned}$ | $\begin{aligned} & \text { EL; } \\ & \text { N/EL } \\ & \text { (f) } \end{aligned}$ | $\begin{aligned} & \text { EL; } \\ & \text { N/EL } \\ & \text { (f) } \end{aligned}$ |
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM 6.5 | 0.5 | - | EL | N/EL | N/EL |
| Transport of goods by road | CCM 6.6 | 10.5 | $0.2 \%$ | EL | N/EL | N/EL |
| Sea and coastal freight water transport, vessels for port operations and auxiliary activities | CCM 6.10 | 2,833.2 | $60.6 \%$ | EL | N/EL | N/EL |
| Retrofitting of ships for the transport of passengers and goods in maritime and coastal shipping | CCM 6.12 | - | - | EL | N/EL | N/EL |
| Infrastructure enabling low carbon water transport CCM | CCM 6.16 | 59.0 | $1.3 \%$ | EL | N/EL | N/EL |
| Renovation of existing buildings | CCM 7.2 | 8.1 | $0.2 \%$ | EL | N/EL | N/EL |
| Acquisition and ownership of buildings | CCM 7.7 | 24.3 | $0.5 \%$ | EL | N/EL | N/EL |
| CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2.) | | 2,935.7 | $62.8 \%$ | $62.8 \%$ | - | - |
| A. CapEx of Taxonomy-eligible activities (A.1. + A.2.) | | 4,619.5 | $98.9 \%$ | $98.8 \%$ | - | - |
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | | | | | | |
| CapEx of Taxonomy non-eligible activities (B) | | 52.3 | $1.1 \%$ | | | |
| Total | | 4,671.9 | $100.0 \%$ | | | |


OpEx
Financial year 2024
Substantial
contribution criteria
A. TAXONOMY-ELIGIBLE ACTIVITIES

| A.1. Environmentally sustainable activities (Taxonomy-aligned) | | | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Sea and coastal freight water transport, vessels for port operations and auxiliary activities | CCM 6.10 | 261.2 | $22.1 \%$ | Y | N/EL | N/EL |
| OpEx of environmentally sustainable activities (Taxonomy-aligned) | | 261.2 | 22.1\% | 22.1\% | $-$ | $-$ |
| Of which enabling | | - | - | | | |
| Of which transitional | | 261.2 | $22.1 \%$ | $22.1 \%$ | | |
| A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g) | | | | $\begin{gathered} \text { EL; } \\ \text { N/EL } \\ \text { (f) } \end{gathered}$ | $\begin{gathered} \text { EL; } \\ \text { N/EL } \\ \text { (f) } \end{gathered}$ | $\begin{gathered} \text { EL; } \\ \text { N/EL } \\ \text { (f) } \end{gathered}$ |
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM 6.5 | 4.2 | $0.4 \%$ | EL | N/EL | N/EL |
| Sea and coastal freight water transport, vessels for port operations and auxiliary activities | CCM 6.10 | 628.1 | $53.1 \%$ | EL | N/EL | N/EL |
| Infrastructure enabling low carbon water transport | CCM 6.16 | 21.4 | $1.8 \%$ | EL | N/EL | N/EL |
| Renovation of existing buildings | CCM 7.2 | 7.7 | $0.6 \%$ | EL | N/EL | N/EL |
| Acquisition and ownership of buildings | CCM 7.7 | 1.9 | $0.2 \%$ | EL | N/EL | N/EL |
| Data processing, hosting and related activities | CCM 8.1 | 116.7 | $9.9 \%$ | EL | N/EL | N/EL |
| OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2.) | | 780.0 | 65.9\% | 65.9\% | $-$ | $-$ |
| A. OpEx of Taxonomy-eligible activities (A.1. + A.2.) | | 1,041.1 | 88.0\% | 88.0\% | $-$ | $-$ |
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | | | | | | |
| OpEx of Taxonomy non-eligible activities (B) | | 141.5 | 12.0\% | | | |
| Total | | 1,182.7 | 100.0\% | | | |


# 2.1.12. Nuclear and fossil gas related activities

| | Nuclear energy related activities | |
| :--: | :--: | :--: |
| 1. | The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. | NO |
| 2. | The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. | NO |
| 3. | The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. | NO |
| | Fossil gas related activities | |
| 4. | The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. | NO |
| 5. | The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | NO |
| 6. | The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. | NO |

### 2.2. Climate change (E1)

The increasing frequency of extreme meteorological events, which affect millions of people around the globe, as well as the record temperatures observed in 2024 and previous years highlight the importance of addressing climate change.
In 2024, Hapag-Lloyd took a notable step forward in its commitment to climate change mitigation launching its updated decarbonisation strategy as part of the updated corporate "Strategy 2030", aiming to become a Sustainability Driver and that the operation of the vessel fleet in the Liner Shipping segment is compatible with limiting global warming.
The Company has defined a target to reduce absolute GHG emissions of its fleet operations to 10 million metric tons of carbon dioxide equivalent ( $\mathrm{t} \mathrm{CO}_{2} \mathrm{e}$ ) by 2030. This represents a reduction of approximately one third or 5.6 million $\mathrm{t} \mathrm{CO}_{2} \mathrm{e}$ compared to 2022. Furthermore, a relative target had been established to decrease the AER by more than 50\% against the same base year, with the goal of achieving a target AER of $4.3 \mathrm{~g} \mathrm{CO}_{2} \mathrm{e} / \mathrm{DWTnm}$. According to the independent technical assessment of Det Norske Veritas (DNV), this strategy is aligned with the $1.5^{\circ} \mathrm{C}$ global warming limit and underscores the commitment to reaching net-zero GHG emissions by 2045. According to DNV the targets are consistent with the $1.5^{\circ} \mathrm{C}$ global warming limit at medium confidence level and the identified decarbonisation levers are suitable and sufficient to achieve the targets.

In 2024, the fleet-related GHG emissions reached 17.7 million $\mathrm{t} \mathrm{CO}_{2} \mathrm{e}$, representing an increase of 2.1 million $\mathrm{t} \mathrm{CO}_{2} \mathrm{e}$ compared to 2022. This increase can be primarily attributed to the significant growth of the fleet, with a 31\% expansion in standing capacity as of 31 December 2024, compared to 31 December 2022. Combined with re-routings to avoid the Suez Canal during the Red Sea crisis this resulted in a 30\% increase in transport work in 2024 compared to 2022.

Notwithstanding these challenges, progress had been made in improving the vessels' efficiency, as reflected in the AER, which decreased by $13 \%$ to 7.96 in 2024 compared to 9.13 in 2022. This translates into an equivalent GHG reduction of 2.6 million $t \mathrm{CO}_{2}$ e assuming a constant level of transport work. This positive trend is also evident when compared to 2023, with a 2\% reduction from 8.14. These developments demonstrate the Company's commitment to reducing its environmental footprint and achieving the ambitious climate goals. In order to meet the Company's 2030 targets, an additional reduction of approximately 3.7 in AER is necessary to attain the target level of 4.3, as well as a GHG emission reduction of 7.7 million $t \mathrm{CO}_{2} \mathrm{e}$, which will enable Hapag-Lloyd to reach the goal of 10 million $t \mathrm{CO}_{2}$ e by 2030, excluding the impact of potential future growth due to the inherent uncertainty associated with such projections.

# 2.2.1. Material impacts, risks and opportunities (E1 IROs)

For Hapag-Lloyd, the highest number of environmental risks, identified through its materiality analysis, relate to the topic of climate change and the implications of the Company's corporate mitigation and climate change adaptation. It is a material topic, part of the corporate strategy agenda and the Company conducted a thorough examination of the impacts, risks and opportunities identified, as well as those risks and opportunities that may result from the implementation of corresponding measures.
(E1-1 17) The Company is actively advancing the development of a comprehensive transition plan, which shall provide a detailed roadmap for the climate change mitigation strategy, outlining both current initiatives and future ambitions. The document is expected to be published in 2026, marking an important step forward in the pursuit to achieving a decarbonised business model. (E1 IRO-1 20 a, AR 9 AR 10) Through the process of identifying material impacts on climate change, Hapag-Loyd identified both actual and potential impacts in its own operations as well as across the upstream and downstream value chain. No additional screening for a specific site or asset was conducted, as the location-specific CRVA has been carried out. In the DMA, it was deemed essential to screen the potential impacts for business activities related to climate change on a broader level.

## Material IROs related to energy, climate change mitigation and climate change adaptation

[^0]
[^0]: - [Actual negative impact] Contribution to global warming through direct and indirect GHG emissions Activities in Hapag-Lloyd's own operations as well as upstream and downstream value chain have an adverse impact on climate change mitigation by causing direct and indirect emissions.
- [Actual negative impact] Continued reliance on fossil fuel-based technologies The continued reliance on fossil fuel-based technologies due to the lack of technologically and economically feasible alternatives adversely effects the transition to a climate neutral society.
- [Potential positive impact] Researching alternative methods of fuel, propulsion and efficiency technologies
By adopting innovations and investing in research for sustainable transportation, Hapag-Lloyd drives the technological status quo forward and can accelerate the industry-wide decarbonisation.
- [Risk] Decreased profitability as a consequence of non-achieved decarbonisation targets The failure to meet decarbonisation targets and regulatory requirements can result in reputation losses, the inability to address the rising demand for green shipping as well as increased capital costs and legislative fines - ultimately resulting in a lowered profitability.
- [Risk] Allocating research and investments resources improperly
Investments into new vessels can carry a financial risk due to the high investment costs and long delivery period of several years posing the risk of not meeting regulatory requirements for GHG emission reductions in time.

# Material IROs related to energy, climate change mitigation and climate change adaptation

[Risk] Rising volatility in customer demand for environmentally friendly/sustainable transport solutions
Hapag-Lloyd faces a potential risk if customer demand for sustainable products is limited, which may hinder the Company's ability to invest into reducing greenhouse gas emissions, if customers are not willing to pay a premium for decarbonization efforts.
[Risk] Rising costs for environmentally friendly logistics services of suppliers
Hapag-Lloyd is exposed to a risk of increased costs for pre-carriage and on-carriage services due to potential price hikes from business partners for environmentally friendly transportation options (for example electric vehicles) which may be passed on to Hapag-Lloyd.

## [Risk] Increasing pressure through climate-related regulations

Increasing pressure through climate-related regulations poses a risk to Hapag-Lloyd, as stricter legal liabilities such as emissions certificate trading requirements can cause rising costs and increased bureaucratic effort.

## [Risk] Rising costs due to higher energy prices

Higher cost of logistics, caused by higher energy and fuel prices, might lead to lower customer demand of products.

## [Opportunity] Contributing to a successful climate-neutral transformation of the shipping industry through partnerships

By leveraging strategic partnerships and collaborations within the industry, Hapag-Lloyd can support the development of innovative solutions for decarbonization, thereby enabling the Company to offer competitive low-carbon transport solutions and enhancing brand value.

[Opportunity] Researching alternative methods of fuel, propulsion and efficiency technologies Investing in energy efficiency, digitalized route optimization, and alternative fuels can yield cost savings, boost operations, and enhance brand value.

## [Risk] Increasing occurrence of extreme weather events

Hapag-Lloyd may face the risk of extreme weather events as a consequence of climate change, potentially leading to disruptions of business operations.

### 2.2.2. Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3)

(E1 SBM-3 18) In light of the potential risks associated with this material topic, Hapag-Lloyd has identified specific climate-related risks, which further demonstrate the importance of a proactive approach to risk management and mitigation. (E1 SBM-3 19 b AR 7a, AR 13) Based on these risks identified in the DMA, Hapag-Lloyd conducted a CRVA in 2024. Building on the results from the CRVA, a resilience analysis was carried out to examine the resilience of the Company's business model and strategy. Material physical risks resulting from the following climate hazards were identified for certain locations: Coastal erosion, sea level rise, heavy rainfall, storms and forest and wildfires, all referring to certain locations of the Company's business sites. On the regional level, potential overarching physical risks were highlighted. No material transition risks were identified from the 17 transition events that have been considered.

## Material risks on specific locations (Physical risks)

[^0]
[^0]: - Coastal erosion for 9 locations
- Sea level rise for 1 location
- Heavy rain for 4 locations
- Storm for 5 locations
- Wildfire for 1 location

Material risks on regions (Physical risks)

```
- Drought within 6 regions
- Heat wave within 1 region
- Changing precipitation patterns and types within one region
- Heavy precipitation within 1 region
- Cold/wave frost within 1 region
- Precipitation or hydrological variability within one region
- Wildfire within 1 region
- Glacial lake outburst within 1 region
- Flood within 2 regions
```

(E1 SBM-3 19 b AR 7a, AR 13) Implications of identified risks were assessed from a financial, regulatory and market perspective. While no material transition risks have been identified throughout the climate risk assessment, implications of transition events are considered in the overall context. Hapag-Lloyd is organised internally to deal with transitory challenges that do not represent a risk at the present time. (E1 SBM-3 19 a AR 6, AR 1) The completed CRVA was followed by the resilience analysis, which was conducted in the same scope, considering the identified risks in order to examine the resilience of the Company's business model and strategy. (E1 SBM-3 19b AR 7 b) In alignment with Hapag-Lloyd's Strategy 2030 and its intermediate decarbonisation target, 2030 has been chosen as the time horizon applied in the resilience analysis. The baseline applied is the 1.5 degree scenario.

Results of resilience analysis and adaptation measures
(E1 SBM-3 19 c AR 8a, AR 13) Hapag-Lloyd's conclusion from the resilience analysis is that its strategy and business model demonstrate adaptability and resistance to climate-related risks, enabling the Company to navigate potential disruptions. Material physical risks are primarily associated with office locations and terminals, which are being proactively addressed through climate change adaptation initiatives within the specific area. As key assets, Hapag-Lloyd's vessels and containers demonstrate substantial resilience against climate-related hazards, meaning the company is relatively unaffected by potential physical climate risks. Exemplary actions include Hapag-Lloyd's active development of green shipping solutions to meet the future demand for low-carbon products.
Solutions like Ship Green offer Hapag-Lloyd's customers low-emission transports via usage of alternative/low carbon fuels in the Company's fleet operations. By using these low carbon fuels the GHG emission savings compared to operations on fuel-oil can be allocated to the customers transports.
Challenges are anticipated in matching the demand for green shipping with supply of alternative fuels. These challenges circumvent competition for alternative fuels and their technical deployment. Yet, measures are already in place to address these concerns and establish flexibility in the adoption of alternative fuel sources.
(E1 SBM-3 AR 8b) Moreover, the vessels possess the ability to adjust in light of climate change, as they undergo regular retrofits through the Fleet Upgrade Program (FUP) to enhance energy efficiency and meet decarbonisation targets. All fossil-fuel-powered vessels can in principle operate on specific alternative fuels or can be retrofitted to run on alternative fuels, allowing flexibility to

adapt to regulatory or market changes. Additionally, the Company's newbuild vessels comply with the EEDI of the IMO and alternative fuels such as liquefied gas, methanol or ammonia are actively being explored for future use in Hapag-Lloyd's fuel mix.
The Company can issue financial instruments such as sustainability-linked bonds under the Poseidon Principles framework. These instruments enable sustainable investments in the maritime shipping sector, facilitating access to financing. Hapag-Lloyd actively communicates its decarbonisation targets to the investment community and key stakeholders, ensuring transparency and alignment with its strategic goals.
Looking ahead, Hapag-Lloyd plans to increase the share of alternative fuels in their fleet operations in order to meet regulatory requirements, customer demand and reach its strategic targets. Long-term contracts can support a secure supply of alternative fuels necessary to meet this demand. The Company engages in proactive dialogue with its major customers, keeping them informed about the range of sustainable shipping solutions available, and supporting their own sustainability goals.

# Process description of CRVA

(E1 IRO-1 20 b AR 13-AR 14) When assessing climate-related physical risks, the Company's key locations, including terminals, shipping lanes, and offices, were prioritised based on their economic significance to the company. Using the Commission Delegated Regulation (EU) 2021/2139 hazard classification, Hapag-Lloyd's exposure to climate-related hazards was evaluated under three scenarios (Shared Socioeconomic Pathway (SSP) 1-2.6, SSP 2-4.5, SSP5-8.5) and three time horizons using 20 climate models. Climate scenarios used comply with information provided by the IPCC. The analysis included a differentiation in acute and chronic climate-related hazards. 60 specific locations were tested against their exposure to climate-related hazards. The climate risk assessment is limited due to the absence of evaluations for cyclone exposure, glacial lake outbursts, and ocean acidity resulting from a limited scope offered by the service provider used. Additionally, data availability gaps were identified for landslides, coastal erosion, and subsidence. Due to the mobility of vessels, such assets were not part of the location-based risk assessment. It was therefore expanded by an analysis on a regional level to identify implications for Hapag-Lloyd's transport routes. The following geographical regions were considered in the assessment: Africa, Asia, Australasia, Central \& South America, Europe and North America. For climate-related hazards, risk potential was determined along the dimensions of health, environment, and finance. In the regional assessment, climate-related hazards were evaluated based on the scenario Representative Concentration Pathway (RCP) 8.5, corresponding to SSP5-8.5.
(E1 IRO-1 AR 11 a AR 13-AR 14) For offices, own terminals and major shipping lanes, the Company identified climate-related hazards over short, medium and long-term time horizons. For vessels and upstream and downstream value chain activities no differentiation in short, medium and long-term time horizons was made. (E1 IRO-1 AR 11 a AR 13-AR 14) By assessing locations and their corresponding assets, Hapag-Lloyd screened for an exposure of its business activities towards climate-related hazards.

(E1 IRO-1 AR 11 b AR 13-AR 14) For the context of the physical climate risk assessment, the shortterm horizon is defined as the period from 2015 until 2044. The medium-term horizon encompasses 2035 until 2064, while the long-term horizon extends until 2099. The overlap from the short-term and medium-term horizon originates from the methodological approach selected by the external service provider, aiming to deliver accurate results. The time horizons used in the assessment constitute a deviation from standard time horizons as defined in ESRS 1 paragraph 77. This deviation is deemed necessary to reflect the risk exposure to climate hazards impacting the shipping industry in the long term as well, leading to an improved risk awareness and the possibility to adapt in time.
(E1 IRO-1 AR 11 c AR 13-AR 14) The assessment of locations considered basic vulnerabilities such as building type and elevation level, while additional precautionary measures such as flood walls were also taken into consideration at a later stage. Exposure of physical locations was assessed using a risk scale ranging from zero to three. While a risk rating of zero constitutes a negligible exposure, a rating of three indicates a material exposure to climate-related hazards. Locations were specified by geospatial coordinates using longitude and latitude information. As described, the exposure of vessels as well as of inland transport carriers as part of the supply chain was covered in the regional assessment due to their mobility. Major shipping lanes like the Suez Canal and Panama Canal were included due to their significant economic relevance. Since Hapag-Lloyd operates globally, all regions were in scope of this analysis. (E1 IRO-1 AR 11 d AR 13-AR 14) Ensuring a well-founded assessment reflecting challenging developments in climate change, the highemission scenario SSP5-8.5 (corresponding to RCP-8.5) was included in the climate risk assessment, assuming a fossil-fuelled development.
(E1 IRO-1 21 AR 13-AR 14) For each of the 60 locations analysed in the location-specific assessment, a screening identified whether material climate-related hazards exist. In case a significant hazard is found under any climate scenario and in any of the time horizons, the location is deemed at risk. This conservative approach ensures that physical risks are thoroughly accounted for. (E1 IRO-1 20 c AR 13-AR 14) During the process of identifying climate-related transition risks, Hapag-Lloyd assessed its exposure against transition events across its own operations and along its entire value chain. Climate-related transition risks were assessed based on a list of transition events, tailored for Hapag-Lloyd and the maritime shipping sector.
(E1 IRO-1 AR 12 b AR 13-AR 14) A pre-assessment compiled a shortlist of transition events covering the four dimensions Policy\&Legal, Market, Technology, and Reputation dimensions provided by the Task Force on Climate-Related Financial Disclosures (TCFD). These events were selected based on their relevance for Hapag-Lloyd and the maritime shipping industry.
(E1 IRO-1 AR 12 a AR 13-AR 14) Interviews with internal experts from five distinct departments were conducted to examine key transition events. These discussions focused on time horizons, both current and anticipated impacts on the Company's operations, existing mitigation strategies, and the exposure of various asset types. The identified events were categorised across short, medium, and long-term timeframes, reflecting a comprehensive assessment of their potential influence on the organisation's strategic objectives. (E1 IRO-1 AR 12 c AR 13-AR 14) The identification of

transition events was informed by a scenario consistent with the Paris Agreement and limiting climate change to $1.5^{\circ} \mathrm{C}$, as all transition events were discussed under the premise of Hapag-Lloyd's commitment to its $1.5^{\circ} \mathrm{C}$ aligned decarbonisation activities. By aiming to achieve net-zero GHG emissions by 2045, the future transition plan intends to cover emissions from vessel operations from Hapag-Lloyd's Liner Shipping segment that are consistent with the objective in Regulation (EU) 2021/1119 (European Climate Law) of achieving climate neutrality by 2050 with no or limited overshoot established.
(E1 IRO-1 21 AR 13-AR 14) Based on expert interviews, potential transition risks and opportunities were identified under a scenario consistent with a 1.5 degree target in line with the Paris Agreement. Apart from that, different scenarios were not considered while identifying transition risks. If a significant exposure to a transition event is found in any of the time horizons, the transition risk is considered material. (E1 IRO-1 AR 15 AR 13-AR 14) Further information on financial information can be found in section E1-3.
2.2.3. Policies related to climate change mitigation and adaptation (E1-2)
(E1-2 24) All the IROs, which are directly related to the decarbonisation efforts and target of the fleet, are managed through Hapag-Lloyd's implemented Strategy 2030. Besides, Hapag-Lloyd has not established a particular climate change policy that encompasses all material indirect risks and opportunities IROs identified. (E1-2 25 AR 16-AR 18) Climate change mitigation is one of the focus topics of Hapag-Lloyd's Strategy 2030, while climate change adaptation, energy efficiency beyond vessel optimisation, renewable energy deployment and other related areas are not explicitly addressed within the strategy's scope.

| IRO | Policy: <br> Strategy 2030 |
| :--: | :--: |
| [Actual negative impact] Contribution to global warming through direct and indirect GHG emissions | X |
| [Actual negative impact] Continued reliance on fossil fuel-based technologies | |
| [Potential positive impact] Researching alternative methods of fuel, propulsion and efficiency technologies | X |
| [Risk] Decreased profitability as a consequence of non-achieved decarbonisation targets | X |
| [Risk] Allocating research and investments resources improperly | |
| [Risk] Rising volatility in customer demand for environmentally friendly/sustainable transport solutions | X |
| [Risk] Rising costs for environmentally friendly logistics services of suppliers | |
| [Risk] Increasing pressure through climate-related regulations | X |
| [Risk] Rising costs due to higher energy prices | |
| [Opportunity] Contributing to a successful climate-neutral transformation of the shipping industry through partnerships | X |
| [Opportunity] Researching alternative methods of fuel, propulsion and efficiency technologies | X |
| [Risk] Increasing occurrence of extreme weather events | |

(E1 MDR-P 65 a) As one of the five key pillars within the Strategy 2030, Hapag-Lloyd sets out its approach to addressing IROs in relation to decarbonisation of the fleet operations, which is a key strategic goal. It sets a GHG reduction target for 2030 and for achieving net-zero GHG emissions

for the container vessel fleet by 2045. In particular, IROs related to effective GHG emission reduction are effectively managed through the implementation of the strategy that is carried out by multiple departments.

| Strategy 2030 | Description of policy |
| :--: | :--: |
| (E1 MDR-P 65 s) <br> Process for monitoring | The progress of the decarbonisation strategy is monitored by the Executive Board on a quarterly basis. <br> The actual performance against the target is reported based on absolute $\mathrm{CO}_{2} \mathrm{e}$ emissions and AER as part of the Strategy 2030 dashboard on a monthly basis. The KPIs are derived from live vessel performance data. Furthermore the expected performance is continuously being reviewed as part of the corporate budget and forecast processes. |
| (E1 MDR-P 65 b) <br> Scope | The provisions of the Strategy 2030 apply to all of Hapag-Lloyd, with the climate change commitment currently covering the liner shipping activities of Hapag-Lloyd's own fleet. |
| (E1 MDR-P 65 c) <br> Most senior level in organisation that is accountable for implementation of policy | Senior Managing Director Regulatory Affairs\&Sustainability |
| (E1 MDR-P 65 d) <br> Third-party standards or initiatives that are respected through implementation of policy | 1.5 Degree Paris Agreement <br> - DNV 1.5 ${ }^{\circ} \mathrm{C}$ Initiative - Decarbonization Trajectories for the Shipping Industry |
| (E1 MDR-P 65 e) <br> Description of consideration given to interests of key stakeholders in setting policy | A Global Strategy Summit was conducted to achieve an alignment of the most relevant stakeholders of the Company Prior to this meeting Challenger Sessions with respective senior management were held which included their view on customers' perspectives. <br> Development of the strategy was furthermore based on customer insights, stakeholder interviews and user experience research. |
| (E1 MDR-P 65 f) <br> Explanation of whether and how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it | Summaries of the Strategy 2030 and relevant elements are also available on both the Hapag-Lloyd Intranet and publicly on the website. |

(E1 MDR-P ESRS 2 62) Hapag-Lloyd is actively working on expanding its policies to also cover IROs beyond its Strategy 2030. The Company plans to introduce a dedicated policy for these IROs in due course, further strengthening its commitment to responsible and sustainable operations. Nevertheless, many of the identified risks are managed as part of its general business risks through established risk management processes. With respect to the general adherence of quality and environmental standards within the business operations, the QEM includes an established manual within the Liner Shipping segment.
2.2.4. Actions and resources in relation to climate change policies (E1-3)
(E1-3 28) As explained at the beginning of this chapter, Hapag-Lloyd has defined a decarbonisation target for its fleet operations. In order to achieve the set target, a comprehensive set of measures have been formulated and implemented. (E1 ESRS 2 62) Currently, the emission reduction target and its corresponding actions are focusing on the Liner Shipping segment. The possibilities and opportunities for implementing additional actions that extend beyond the current scope, as well as addressing other climate-change related IROs are intended to be evaluated annually by the relevant departments as part of the governance process.

# Decarbonisation action plan

(MDR-A 68a) As part of the comprehensive action plan on efficiency levers, different measures to improve efficiency of individual vessels are conducted. All retrofitting actions are bundled in its FUP which ensures that existing container vessels are contributing to the achievement of Hapag-Lloyd's climate change mitigation target. Hapag-Lloyd expects the measures listed to limit Scope 1 and Scope 3.3 GHG emissions associated with its core business activity of container shipping. The installation of new propellers, improved coatings, new flow-optimised, bulbous bows and engine optimisation all increase the fuel efficiency of the vessels. By extending the lashing bridge system, the loadability of the vessels increases the utilisation of the deadweight tonnage (DWT) as well as the transport options for empty containers. As of 31 December 2024, 109 vessels have undergone fleet upgrades since the inception of FUP in 2022 - thereof, 43 vessels in 2024. Inter alia, Hapag-Lloyd celebrated the completion of the 50th propeller retrofit in Q3 2024.

The "Fleet Growth \& Renewal" initiative also contributes to the efficiency levers by proactively addressing the potential emission impacts from the expansion of Hapag-Lloyd's fleet. By replacing comparatively inefficient vessels with larger and more efficient vessels, including newbuilds and strategic charter tonnage, significant efficiency gains can be achieved.
The third initiative relating to efficiency levers, which is already being practised, is network efficiency, which makes it possible to decrease the average speed of the Company's container vessels significantly while still ensuring competitive transit times for customers. Such a so-called slow steaming leads to a reduction of fuel consumption and respectively GHG emissions. Hapag-Lloyd is actively pursuing the adoption of alternative fuels to reduce the carbon footprint. Thus, the Company is preparing its vessels accordingly through investments in dual fuel newbuilds as well as propulsion retrofits of existing ships. In 2024, five dual-fuelled liquefied natural gas (LNG) vessels with a capacity of 23,664 TEU each were delivered, and another 24 dual fuel LNG newbuilds are on order for delivery in 2027-2029. Furthermore, Hapag-Lloyd marked a significant milestone by entering into an agreement with Seaspan, a Canadian vessel owner, to convert five conventionally fuelled vessels to run on sustainable green methanol. This retrofitting endeavor shall enable these vessels to seamlessly integrate into the Company's service network, further solidifying the commitment to a positive climate transition.
At the same time, Hapag-Lloyd is actively using available biofuels already today and securing future supply of alternative fuels. All biofuel that is being used for Ship Green is sourced from certified supply chains and produced from waste- or residue-based feedstock. Thus, approximately 195,000 metric tons of biofuel blends were utilised, while a project bunkering for biomethane in Rotterdam was successfully conducted, with a total volume of 2,200 metric tons, which has been the largest ship-to-ship bunkering to date. Furthermore, a long-term supply agreement for biomethanol has been secured, with deliveries scheduled to commence in 2026 and reach full production capacity of 250,000 metric tons per annum by the fourth quarter of 2027, pending a final investment decision.

(MDR-A 68 b-e, 69a-c) Further Action Details: Decarbonisation Levers

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | Within the own fleet operations of Hapag-Lloyd Liner Shipping segment, the decarbonisation levers are applicable to the whole vessel fleet including charter vessels. |
| (MDR-A 68c) <br> Time Horizon <br> of completion | As part of Strategy 2030 the action is to be completed in 2030. <br> For slow steaming and efficiency levers, individual measures in scope of this action started in 2022 and will be continuously conducted until 2030. A continuation as part of similar or additional actions beyond 2030 will be evaluated over the next years. <br> The bunkering and burning of alternative fuels is planned as an ongoing action that reaches until 2045 and beyond. |
| (MDR-A 68d) <br> Key Action for <br> Harm Mitigation | No significant harm is caused by this action, therefore a description of key actions taken, and their results, to provide for and cooperate in or support provision of remedy for those harmed by actual material impacts is not applicable. |
| (MDR-A 68e) <br> Progress | In 2024, eight newbuilt vessels, five of 23.7 TTEU and three (including one long-term charter vessel) of 13.3 TTEU, have entered the fleet allowing Hapag-Lloyd to upgrade services to larger and more efficient vessels in the Far East and Latin America trades. Furthermore, Hapag-Lloyd has secured approx. 500 TTEU of newbuild and strategic charter tonnage that will be delivered in the next years until 2029. Further opportunities are actively reviewed. <br> 109 vessels have already been retrofitted as of the end of the reporting period. Fuel efficiency and loadability push measures are continuously applied across Hapag-Lloyd's whole fleet. Compared to the 2022 baseline, Hapag-Lloyd has reduced the average service speed in fleet operations in 2024. However, due to the unexpected Red Sea crisis there was a slight increase compared to 2023. <br> Among others, approximately 195,000 metric tons of biofuel blends in 2024 were utilised, leading to a $\mathrm{CO}_{2}$ e reduction of approximately 158,000 metric tons. |
| (MDR-A 69a-c) <br> Significant Financial <br> Resources | - The specified investments are reported as taxonomy-aligned CapEx for business activity 6.10 as required by Commission Delegated Regulation (EU) 2021/2178 <br> - Current CapEx (2024): EUR 0.83 bn <br> - Future CapEx: EUR 4.14 bn <br> - Currently, no significant OpEx are allocated to the action. |
| (E1-3-29a) <br> Decarbonisation <br> Lever Type | - Fleet growth\&renewal - invest in new, larger\&more fuel efficient vessels <br> - Fleet upgrade - technical levers to reduce fuel consumption of existing fleet <br> - Network efficiency - reduce service speeds while maintaining competitive transit times <br> - Alternative fuels - optimal mix of alternative fuels |
| (E1-3-29b) <br> GHG emission reduction | - Achieved GHG emission reduction: $2.6 \mathrm{~m} \mathrm{t} \mathrm{CO}_{2} \mathrm{e}$ <br> - Expected GHG emission reduction: $7.7 \mathrm{~m} \mathrm{t} \mathrm{CO}_{2} \mathrm{e}$ <br> (excluding the impact of potential future growth due to the inherent uncertainty associated with such projections) |
| (E1-3 AR21) <br> Resource dependency | Continued implementation of the action is partly dependent on continued availability and allocation of resources, such as the availability of alternative fuels and capacities in the shipyards. It is a strategic element to meet market and stakeholder demand on decarbonisation efforts. |
| (E1-3 29 c i-iii) <br> Financial Line <br> Item\&EU Taxonomy <br> Relation | - There is no relation to any other notes or line items apart from the financial resource relation described above. <br> - Part of the specified CapEx amount is reported as Taxonomy-aligned CapEx for business activity 6.10 or 6.12 as required by Commission Delegated Regulation (EU) 2021/2178. |

2.2.5. Targets related to climate change mitigation and adaptation (E1-4)
(E1-4 32) It is the overall ambition of Hapag-Lloyd to achieve net-zero GHG emissions by 2045. The precise roadmap and specific actions necessary to achieve net-zero GHG emissions by 2045 remain to be determined over time and may be refined as needed. Meanwhile, the Company has set clear and ambitious targets to significantly reduce the absolute GHG emissions on a well-to-wake basis by approximately one third compared to 2022 to 10 million $t \mathrm{CO}_{2} e$ by 2030, and a relative target to decrease the AER from 9.13 in 2022 to $4.3 \mathrm{~g} \mathrm{CO}_{2} \mathrm{e} / \mathrm{DW} \mathrm{Tnm}$. The tracking of the effectiveness of the policy and action to achieve these targets is carried out by the respective department and Sustainability. (E1 - MDR-T 80 a AR 24 - AR 26) It aims to support Hapag-Lloyd's ambition to become a sustainability driver in the shipping industry. The defined target within Hapag-Lloyd's climate change transition is designed to contribute to this objective.
(MDR-T 80b- $)$ Further target details: GHG reduction targets

| MDR | 2030 GHG reduction target |
| :--: | :--: |
| (MDR-T 80b) <br> Measurable/ <br> nature of target | Absolute target of 10 million $t \mathrm{CO}_{2} e$ <br> Relative target of an AER of $4.3 \mathrm{~g} \mathrm{CO}_{2} \mathrm{e} / \mathrm{DW} \mathrm{Tnm}$ |
| (MDR-T 80c) <br> Scope | Well-to-wake emissions of globally operated fleet |
| (MDR-T 80d) <br> Baseline value/ year | 15.6 million $t \mathrm{CO}_{2} e$ <br> $9.13 \mathrm{~g} \mathrm{CO}_{2} \mathrm{e} / \mathrm{DW} \mathrm{Tnm}$ <br> (Base year 2022) |
| (MDR-T 80e) <br> Period | By 2030 |
| (MDR-T 80f) <br> Methodologies and assumptions | The underlying target trajectories have been developed together with DNV based on the DNV $1.5^{\circ} \mathrm{C}$ model for the maritime industry. Further details are described under E1-4 33. |
| (MDR-T 80g) <br> Scientific evidence | The framework is based on the growth assumptions for maritime transport used in the SSP 2 climate change scenario. For the carbon budget, a medium confidence level is applied, which according to DNV serves as conclusive scientific evidence based on the IPCC Sixth Assessment Report. |
| (MDR-T 80h) <br> Stakeholder involvement | Both GHG reduction targets have been discussed and developed with the involvement of the Sustainability Council, which covers the stakeholder groups of governmental agencies, NGOs as well as academia, among others. |
| (MDR-T 80i) <br> Changes and limitations | Both GHG reduction targets are limited to Scope 1 and Scope 3.3 emissions of Hapag-Lloyd's fleet operations. Apart from this, no limitations are relevant and no changes in methodology have been conducted since the introduction of the GHG reduction targets. |
| (MDR-T 80j) <br> Performance | The fleet-related GHG emissions in 2024 reached 17.7 million $t \mathrm{CO}_{2} e$ (that is, +2.1 million $t \mathrm{CO}_{2} e$ vs. 2022), which is largely attributable to the significant fleet growth ( $+31 \%$ standing capacity as per 31 December 2024 vs. 31 December 2022) and re-routings via the Cape of Good Hope due to Red Sea crisis leading to a total increase of transport work by -30\% in 2024 (vs. 2022). Further performance measured are explained within the section E1-3. <br> At the same time, Hapag-Lloyd could significantly increase its efficiency and, thus, the relative emissions measured as AER reached $7.96(-13 \%$ vs. 2022), which also shows a positive development compared to $2023(-2 \% ; 8.14)$. |

(E1-4 33 AR 27-AR 29) The decarbonisation target is defined by using DNV's $1.5^{\circ} \mathrm{C}$ initiative for carbon reduction pathways, which is a bottom-up concept, originally developed in cooperation with the Net-Zero Banking Alliance for the maritime industry. The framework is based on the growth assumption for maritime transport used in the SSP 2 climate change scenario. For the carbon

budget, a medium confidence level is applied, which according to DNV serves as conclusive scientific evidence based on the IPCC Sixth Assessment Report. (E1-4 34 b) The target encompasses the well-to-wake emissions of the marine fuels used by the operated fleet, covering Scope 1 and Scope 3 Category 3 emissions. Publicly available emission factors are used, accounting for $\mathrm{CO}_{2}$, methane and nitrous oxides. The share of the absolute target's Scope 1 emissions in total emissions was above 90\% in the base year 2022, as the most accurate figure which could be referred to at that time. The share of the absolute target's Scope 3 emissions in total Scope 3 emissions in the base year is not known as no complete environmental balance for 2022 is available. (E1-4 AR 25 a,b) The base year of 2022 was chosen as it was the latest available year at the time of strategy development, without extreme covid effects, and 2023 was not yet completed during the Strategy 2030 development. The base year has not been changed since implementing the target.
(E1-4 34 e, 16 a AR 26) The alignment of Hapag-Lloyd's GHG reduction target in comparison to the " $1.5^{\circ} \mathrm{C}$ Initiative - Decarbonisation Trajectories for the Shipping Industry" was verified by DNV. The target reference values in 2030 for the container shipping industry are 178.8 million $t \mathrm{CO}_{2} \mathrm{e}$ for Scope 1 and 31.5 million $t \mathrm{CO}_{2}$ e for Scope 3.3. The related baseline values in 2022 are 251.2 million $t \mathrm{CO}_{2}$ e for Scope 1 and 44.3 million $t \mathrm{CO}_{2}$ e for Scope 3.3. (E1-4 AR 30 c) According to DNV, the GHG reduction targets are in line with the $1.5^{\circ} \mathrm{C}$, Paris-aligned scenario, thereby eliminating the need to explore alternative climate scenarios.
(E1-4 34 f, 16 b AR 30) The individual decarbonisation levers and their overall contributions to achieving GHG emission reduction targets are outlined as part of the action disclosures in chapter E1-3.
(E1-4,34a,b,AR 23, AR 24) GHG reduction targets for Scope 1, 2 and 3 based on decarbonisation action plan

| | 2030 | | | |
| :-- | :--: | :--: | :--: | :--: |
| $\mathrm{kt} \mathrm{CO}_{2} \mathrm{e}$ | Scope 1 | Scope 2 | Scope 3 | Total |
| GHG emission reduction target | 6,554 | - | 1,150 | $\mathbf{7 , 7 0 4}$ |

(E1-4 81, E1 ESRS 2 MDR-T 81 b i) Apart from the previously described targets Hapag-Lloyd did not set additional targets related to Scope 2 emissions or other Scope 3 emissions categories apart from category 3. Up until now, there is no target set in relation to energy efficiency related to Scope 2 or climate change adaptation. However, as described before, it is planned that the need to set expanded targets and respective actions will be regularly monitored, as well as the effectiveness of the policies set for the material IROs.
(E1 ESRS 2 MDR-T 81 b ii) In addition to the specified targets on GHG emission reduction by 2030, Hapag-Lloyd follows the ambition for net-zero GHG emissions of its container vessel fleet for the year 2045. (E1 ESRS 2 MDR-T 81 b ii 80 d) The progress in reaching the net-zero ambition for the fleet of Hapag-Lloyd's container vessels in 2045 is measured from the base year 2022.

2.2.6. Energy consumption and mix (E1-5)

The Company uses a mix of different energy sources as part of its business activities.
These are listed in the following table:
(E1-5 AR 34) Energy consumption and mix

| MWh | 2024 |
| :--: | :--: |
| (1) Fuel consumption from coal and coal products | - |
| (2) Fuel consumption from crude oil and petroleum | $53,040,316.4$ |
| (3) Fuel consumption from natural gas | $1,058,186.9$ |
| (4) Fuel consumption other fossil sources | $1,008.5$ |
| (5) Consumption of purchased or acquired electricity, heat, steam and cooling from fossil sources | $4,919.7$ |
| (6) Total fossil energy consumption (calculated as the sum of lines 1 to 5) | $54,104,431.5$ |
| Share of fossil sources in total energy consumption | $98.8 \%$ |
| (7) Consumption from nuclear sources | - |
| Share of energy consumption from nuclear sources in total energy consumption | - |
| (8) Fuel consumption for renewable sources including biomass (also comprising industrial and municipal waste of biologic origin, biomass, renewable hydrogen, etc.) | $579,652.5$ |
| (9) Consumption of purchased or acquired electricity, heat, steam and cooling from renewable sources ${ }^{1}$ | $76,202.7$ |
| (10) The consumption of self-generated non-fuel renewable energy | 3.3 |
| (11) Total renewable energy consumption (calculated as the sum of lines 8 to 10) | 655,858.5 |
| Share of renewable sources in total energy consumption | $1.2 \%$ |
| Total energy consumption related to own operations (calculated as the sum of lines 6 and 11) | $54,760,290.0$ |

1 Following the guidance of the RE100 initiative, EACs from the beginning of 2025 were used to cover retrospectively for $31.1 \%$ of 2024 own electricity consumption, as vintages of renewable electricity from the six months before the reporting period, the 12 months of the reporting period, or the three months after the reporting period can be applied.
(E1-5.39) Energy production

| | 2024 |
| :-- | --: |
| Non-renewable energy production (MWh) | - |
| Renewable energy production (MWh) | 4.4 |

(E1-5.41) Total energy consumption from activities in high climate impact sectors
MWh
2024
Total energy consumption from activities in high climate impact sectors
$54,760,290.0$
(E1-5.AR 37) Energy intensity per net revenue
MWh/kEUR
2024
Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors

2.9
(E1-5 42) Hapag-Lloyd operates within the high climate impact sector of water transport (NACE Code H50). (E1-5 43 AR 38) Since Hapag-Lloyd operates solely in a high climate impact sector, $100 \%$ of the net revenue disclosed in its financial statements is relevant in this context.

2.2.7. Gross Scopes 1, 2, 3 and total GHG emissions (E1-6)
(E1-6.44.AR 39, AR 46d, AR 48) Gross Scopes 1, 2, 3; total GHG emissions; GHG emissions per scope; Scope 3 economic activities; total GHG emissions value chain (GHG Protocol)

| | | 2024 | |
| :--: | :--: | :--: | :--: |
| $1 \mathrm{CO}_{2} \mathrm{e}$ | Group | $\begin{gathered} \text { Liner } \\ \text { Shipping } \\ \text { Segment } \end{gathered}$ | Terminal \& Infrastructure Segment |
| Scope 1 GHG emissions | | | |
| Gross Scope 1 GHG emissions | 15,300,306.1 | 15,262,925.1 | 37,381.0 |
| Share of Scope 1 GHG emissions from regulated emission trading schemes | $20.3 \%$ | | |
| Scope 2 GHG emissions | | | |
| Gross location-based Scope 2 GHG emissions | 20,111.7 | 10,991.6 | 9,120.0 |
| Gross market-based Scope 2 GHG emissions ${ }^{1}$ | 1,023.0 | 1,023.0 | - |
| Significant Scope 3 GHG emissions | | | |
| Gross Scope 3 greenhouse gas emissions | 21,030,667.9 | 20,841,739.0 | 188,928.9 |
| 3.1 Purchased goods and services | 129,272.0 | | |
| 3.2 Capital goods | 7,712,974.0 | | |
| 3.3 Fuel and energy-related activities (not included in Scope 1 or Scope 2) | 2,677,278.4 | | |
| 3.4 Upstream transportation and distribution | 10,225,450.4 | | |
| 3.5 Waste generated in operations | 5,577.2 | | |
| 3.6 Business traveling | 20,558.4 | | |
| 3.7 Employee commuting | 18,275.6 | | |
| 3.11 Use of sold products | 56,986.2 | | |
| 3.13 Downstream leased assets | 88,437.6 | | |
| 3.15 Investments | 95,858.0 | | |
| Total GHG emissions | | | |
| Total GHG emissions (location-based) | 36,351,085.7 | 36,115,655.7 | 235,429.9 |
| Total GHG emissions (market-based) | 36,331,997.0 | 36,105,687.0 | 226,309.9 |

${ }^{1}$ For computational reasons, rounding differences may occur in the table.
${ }^{1}$ Following the guidance of RE100 initiative, EACs from the beginning of 2025 were used to cover retrospectively portions of 2024 own electricity consumption, as vintages of renewable from the six months before the reporting period, the 12 months of the reporting period, or the three months after the reporting period can be applied.

Fleet-specific measures that relate to a significant portion of the greenhouse gas emissions and fleet-related figures from the previous year are reported in section 2.2.5. There are currently no Group-wide milestones and targets. Due to the first-time application of the CSRD, no prior-year figures are reported.
(E1-6 AR 39 b) Hapag-Lloyd's methodology used to calculate or measure GHG emissions covers Scope 1, Scope 2 and Scope 3 emissions:

Scope 1: The Scope 1 emissions caused by burning fuels are based on the direct consumption. The data for leakage of refrigerants is calculated based on the amount of purchased/refilled refrigerants.

Scope 2: The location-based Scope 2 emissions are calculated via country specific grid-mix data and the consumption of the sites located in the countries. The market-based emissions are calculated based on the information in the individual energy contracts or the residual mix if available. The purchase of Energy Attribute Certificates is also considered in this calculation. In case of missing data availability segment-specific extrapolations are applied by utilising available data in proportion to the respective corresponding surface.

Scope 3: Within Scope 3, calculation methodologies are based on data availability. In instances where detailed data was available, such as product units, weights, or distances, the metrics were chosen to ensure a more accurate calculation. In cases where preferred data was unavailable, the financial spend was used instead. In case of missing data availability segment-specific extrapolations are applied by utilising available data in proportion to the respective corresponding surface. For some instances related to Hapag-Lloyd's own fleet, assumptions are made. For example, when calculating emissions for procured spare parts the emissions were extrapolated for third-party managed vessels based on the data from vessels under Hapag-Lloyd's own management. This happens based on the premise that the amount of required spare parts is independent of the vessel manager. Individual approaches applied for extrapolations are described under MDR-M for the KPI Total energy consumption related to own operations and furthermore under ESRS 2 BP-2 10 a.

Sources of emission factors are DEFRA/BEIS, EPA USEEIO, Fuel EU Maritime and GLEC. These sources are selected as they are considered the reliable data sets available. The main tools used are UL360 and for transportation emissions EcoTransIT.
(E1-6 47) The methodology and assumptions for reporting of GHG emissions have been disclosed for the first time, and therefore no changes relevant to comparability are relevant in this first reporting year. (E1-6 AR 42 s) Furthermore, no effects of significant events and changes in circumstances occurred in the reporting period.
(E1-6 AR 45 s) Hapag-Lloyd made use of contractual instruments in relations to its Scope 2 GHG emissions in the reporting period. The percentage of contractual instruments with regards to its respective energy consumption is $93.7 \%$. The following contractual instruments were used by Hapag-Lloyd:

- Bundled direct contracts with suppliers relating to $50.9 \%$ of the energy consumption with regards to all Scope 2 GHG emissions
- Unbundled Energy Attribute Certificates (EACs), relating to 31.1\% of the energy consumption with regards to all Scope 2 GHG emissions (Following the guidance of RE100 initiative, EACs from the beginning of 2025 were used to cover retrospectively portions of 2024 own electricity consumption, as vintages of renewable electricity from the six months before the reporting period, the twelve months of the reporting period, or the three months after the reporting period can be applied)
- Unbundled direct contracts with suppliers relating to $6.0 \%$ of the energy consumption with regards to all Scope 2 GHG emissions
- Unbundled International Renewable Energy Certificates (IRECs), relating to 5.8\% of the energy consumption with regards to all Scope 2 GHG emissions
(E1-6 AR 46 g) Hapag-Lloyd conducted a comprehensive calculation of its Scope 3 GHG emissions footprint for the first time in the reporting period. $49.4 \%$ of the GHG Scope 3 emissions of Hapag-Lloyd are calculated using primary data.

(E1-6 AR 46 ): Within this reporting, all relevant Scope 3 GHG emissions category have been included. The following categories are excluded for the listed reasons:

- Category 8 covers emissions from upstream leased equipment, which are deemed insignificant and are therefore not disclosed. The energy consumption and resulting GHG emissions caused by leased buildings and vehicles are allocated under Scope 1 and Scope 2.
- Category 9 covers the transportation (of products) for which the reporting company does not pay, and which take place after the point of sale. Hapag-Lloyd only offers services, and by definition these services cannot be further transported after the point of sale. Accordingly, this category is excluded. Transport services that Hapag-Lloyd procured are included in category 4.
- Categories 10 and 12 cover the processing of sold products and the end-of-life treatment of sold products. Hapag-Lloyd does not sell products, but only provides services. These services can neither be further processed nor is an end-of-life treatment applicable. Accordingly, these categories have been excluded.
- Category 14 covers franchise activities, which are not relevant to Hapag-Lloyd.
(E1-6 AR 46 ): Apart from these categories mentioned, all others are consequently included, namely Scope 3 GHG emissions categories 1-7, 11, 13 and 15. (E1-6 AR 46 h) In general, the reporting boundary is based on financial control for all significant GHG categories except for category 3.15 (see below). For specific Scope 3 categories, the following methods were used:
- Scope 3.1: Calculated via ESG reporting tool (UL360) with emission factors from established sources like DEFRA/BEIS and EPA. Emissions that are calculated based on financial spend are adjusted for inflation. For categories where weight data is available, weight-based emission factors are applied.
- Scope 3.2: For newbuild vessels the emissions are calculated by using a weight-based emission factor and multiplying this factor by the lightship weight. The emission factor includes the emissions from the production of steel as well as Ecolnvent data for the emissions caused in the shipyard. The emissions from the production of new containers are calculated using Ecolnvent factors for different types of containers that are multiplied by the number of new containers per type. For vehicles and machinery/equipment a spend based approach was chosen. For office new buildings it is based on an emission factor per square metre.
- Scope 3.3: This category covers emissions from the supply chain of the fuels mainly consumed on Hapag-Lloyd's vessels. The emissions cover the well-to-tank stages including production, processing, transportation and delivery. The emission factors for marine fossil fuel are based on the EU Regulation (EU) 2023/1805 - Fuel EU Maritime. Emission factors for renewable vessel fuels are based on either literature values from EU Red II (EU) 2018/2001 or the dedicated fuel certificates (Proof of Sustainability), which are accepted under RED II. For other fuels used in cars etc., upstream emission factors from DEFRA/BEIS are used. For electricity, upstream emission factors from DEFRA/BEIS as well as transmission and distribution loss factors from the International Energy Agency are used, whenever available with country-specific values.

- Scope 3.4: This category covers emissions from pre- and on-carriages with truck rail, barge and feeder as well as emissions caused by Hapag-Lloyd operated containers on partner vessels. It also covers emissions that occur by the transport of spare parts. For all cases relevant data is "from", "to", "transport mode", "No. of TELI" ("weight" for spare parts), "container type" (dry/ reefer), "container usage" (full/empty) only for rail and truck, "Clean Cargo trade lane" for vessel transports. In all cases, this raw data is sent to the EcoTransIT tool for calculation. In the case of pre- and on-carriage the final data preparation is done by the EcoTransIT team itself. In the other cases the CSV mass upload is used. Emission factors are used as per the EcoTransIT methodology while for vessel emissions Clean Cargo emission factors are used which are also stored within the EcoTransIT tool. Vessel related emissions are calculated with $70 \%$ vessel utilisation and $15 \%$ distance correction factor as recommended by Clean Cargo.
- Scope 3.5: Calculated by collection of data on the amount of waste for different types of waste and applying suitable emission factors. Emission factors are based on weight. Where weight measures for waste are not available, a conversion factor is applied.
- Scope 3.6: Emissions from plane travel are calculated based on the travelled distance with a differentiation between short and long-haul flights. Other modes of transportation for business travel are calculated via financial spend and application of spend-based emission factors that are adjusted for inflation.
- Scope 3.7: Calculation based on modes of transport and commuting distances, including assumption of how many days employees are working in the office.
- Scope 3.11: The emissions from third-party vessels during berthing in Hapag-Lloyd's terminals are included based on assumed fuel consumption per hour.
- Scope 3.13: The GHG emissions are primarily caused by chartered out vessels as well as generators leased out to third parties based on the fuel consumption. In case of the chartered out vessels emissions are based on the actual fuel consumption of the previous year and extrapolated to account for the time chartered out in the reporting year.
- Scope 3.15: Emissions from at-equity investment corporations are calculated by using data from the companies if available. The emissions are subsequently scaled down to account for the share that Hapag-Lloyd holds. If no reported or primary data is available, data from previous years is used. Missing data is extrapolated based on available data, industry-specific emission factors and respective revenues.

For further details with regards to applied extrapolation approaches please see ESRS 2 BP-2 10 a.
(E1-6 53) GHG emissions intensity

| $\mathrm{t} \mathrm{CO}_{2} \mathrm{e} / \mathrm{kEUR}$ | 2024 |
| :-- | --: |
| GHG emissions intensity (Location-based) | 1.9 |
| GHG emissions intensity (Market-based) | 1.9 |
| Net Revenue (EUR million) | $19,111.8$ |

(E1-6 55) The net revenue used for calculation of GHG emissions intensity is the same as the revenue disclosed in the financial statements.

2.2.8. GHG removals and GHG mitigation projects financed through carbon credits (E1-7)
(E1-7 56 a AR 56 - AR 57) When considering climate-related topics, Hapag-Lloyd is currently focusing on minimising and avoiding GHG emissions. As such, the Company has not yet explored or invested in internal projects or value chain collaborations centred on GHG removals and storage. (E1-7 58b AR 56) Nevertheless, the Company has financed climate change mitigation projects outside its value chain by purchasing carbon credits aimed exclusively at reducing GHG emissions in 2024. (E1-7 58 AR 56) These offsetting activities through carbon credits for its GHG emissions covered business flights and other sources directly related to Hapag-Lloyd offices, such as company cars, oil, district heating and natural gas. (E1-7 AR 61) Hapag-Lloyd only bought carbon credits that adhere to the "Gold Standard" classification. They were purchased centrally, representative for all parts of the organisation.
(E1-7.58a) GHG removals and storage activity by Scope and by removal and storage activity
$\mathrm{t} \mathrm{CO}_{2} \mathrm{e}$
2024
GHG removals from own operations
GHG removals in the upstream value chain
GHG removals in the downstream value chain
Total GHG removals and storage
Reversals
GHG emissions associated with removal activity
(E1-7.AR64) Information on carbon credits cancelled in the reporting year

| Total amount of carbon credits outside value chain that are verified against recognised quality stan- <br> dards and cancelled $t \mathrm{CO}_{2} \mathrm{e}$ ) | 29,100.0 |
| :-- | --: |
| Share of removal projects | - |
| Share of reduction projects | $100.0 \%$ |
| Gold Standard | $100.0 \%$ |
| Share issued from projects in European Union | - |
| Share that qualifies as corresponding adjustment | - |

(E1-7 58b) The carbon credits are calculated based on the precise amount purchased in 2024 for the purpose of offsetting business travel through flights and other sources directly related to Hapag-Lloyd offices. The relevant actual data collection is conducted solely by the responsible department. In addition to the case mentioned, no further carbon credits are bought in other parts of the organisation and no other assumptions are used.
(E1-7 AR 58a) Hapag-Lloyd has not converted any removal activities into carbon credits and sold on to other parties on voluntary market. (E1-7 58a) The total amount of carbon credits outside the value chain that are verified against recognised quality standards and cancelled amounts to 29,100t $\mathrm{CO}_{2} \mathrm{e}$. (E1-7 59b) The total amount of carbon credits outside the value chain planned to be cancelled in future is $0 \mathrm{t} \mathrm{CO}_{2} \mathrm{e}$. (E1-7 AR 62b) No carbon credits that intend to finance removal projects have been purchased.

(E1-7 60) For reaching Hapag-Lloyd's net-zero fleet ambition in 2045, neutralising activities for residual GHG emissions are likely required. No assessment of the required scope of these neutralising activities has been developed yet, as currently many uncertainties, such as future fuel usage, impede any detailed planning. (E1-7 61 a-c) Hapag-Lloyd does not have public claims on GHG neutrality that involve the use of carbon credits.

# 2.2.9. Internal carbon pricing (E1-8)

(E1-8 63 a, b) Hapag-Lloyd has an internal carbon pricing scheme in place covering Scope 1 and Scope 3.3 (Fuel- and energy-related activities) to steer the strategic decisions on asset investments (CapEx shadow price). The scheme is applied to all investments into new vessels (newbuilds and charter vessels) and vessel retrofits for the economic evaluation of those investments and reflects scenarios regarding future carbon pricing schemes. For the reporting period, Hapag-Lloyd has applied a base case carbon price of EUR 82 per metric ton of $\mathrm{CO}_{2}$ e that is marginally higher than the current levels of the EU's Emissions Trading System (ETS) but is applied to the entire expected $\mathrm{CO}_{2}$ e emissions assuming a global coverage. The operational controlling of Hapag-Lloyd's business considers currently applicable $\mathrm{CO}_{2}$ pricing schemes in Europe (EU ETS). (E1-8 63 c) The carbon price has been determined in reference to the pricing scheme of the EU-ETS and is regularly monitored. In addition, Hapag-Lloyd is following the developments of a potential carbon pricing scheme introduced at the discretion of IMO. (E1-8 63 d) In 2024, the percentage of gross Scope 1, Scope 2 and Scope 3 emissions covered by internal carbon pricing schemes at Hapag-Lloyd is $0 \%$ as it is solely applied to future investments in vessels. (E1-8 AR 65) There is no connection to carbon prices in financial statements, as such they are not part of the financial statements.
(E1-8.63a) Carbon pricing scheme by type

| | Prices applied (EUR/1 $\mathrm{CO}_{2} \mathrm{e}$ ) |
| :-- | :--: |
| CapEx shadow price | 82 |
| Carbon prices for impairment testing | 78 |

### 2.2.10. Minimum disclosure requirements - metrics (E1 MDR-M)

(E1-1) Transition plan for climate change mitigation
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity
Related material sustainability topic: Climate change adaptation
Metric
The ESG component is based on the achievement of a reduction of the $A E R$ value in the reporting year which quantifies the carbon intensity of vessels, measured based on the vessel's designed deadweight capacity. The details are described in chapter "1.5. Integration of sustainabilityrelated performance in incentive schemes (GOV-3)".

| Financial resources allocated to action plan (OpEx) | No significant OpEx were allocated. OpEx reported under the EU Taxonomy relate to costs without connection to the action, as stated in the chapter EU Taxonomy. |
| :--: | :--: |
| Financial resources allocated to action plan (CapEx) | Financial resources are as per EU Taxonomy CapEx Plan and include ordered newbuilds \& retrofits contractually agreed on from 2024-2029. |

(E1-3) Actions and resources in relation to climate change policies
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Climate change mitigation

| Metric | Methodology \& assumptions |
| :-- | :-- |
| Achieved GHG emission reductions | For the vessels the achieved GHG emission reductions is the delta <br> between the base year emissions (2022) adjusted with the reporting <br> year workload (DWTnm) and the reporting year. |
| Expected GHG emission reductions | For the vessels the expected GHG emissions reductions are the emission <br> delta between relevant emissions in the reporting year covered by the <br> expected actions and the emissions in the target year (2030). |

(E1-4) Targets related to climate change mitigation and adaptation
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity
Related material sustainability topic:
Climate change adaptation
Metric
The change in relative emission intensity (AER) between base year and reporting year multiplied with the reporting year workload (in DWT*nm).
The intensity value of total GHG emission reduction is the AER.
The methodology is described in the entity-specific MDR-M disclosures.
Absolute value of Scope 1 GHG
Share of Scope 1 emissions within fleet related emissions
(Scope $1+$ Scope 3.3) in base year multiplied with absolute value of emission reductions.

Absolute value of Scope 3 GHG
Share of Scope 3.3 emissions within fleet related emissions
(Scope $1+$ Scope 3.3) in base year multiplied with absolute value of emission reductions.

# (E1-5) Energy consumption and mix

| (MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity | |
| :--: | :--: |
| Related material sustainability topic: Energy | (MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric |
| Metric | Methodology \& assumptions |
| Total energy consumption related to own operations | The total energy consumption related to own operations is primarily based on actual data from fuel consumption of vessels, vehicles and equipment based on system reports. Furthermore it includes the energy consumption from electricity, heat and cooling used in buildings. Extrapolations were done for office related activities. The extrapolations are based on actual available data, that has been provided as per invoice data or reading of meters. Segment-specific averages have been calculated based on the available consumption data and the corresponding square meters of locations. It has been assumed that activities at the different locations within each segment are similar and therefore suitable for extrapolation. Data for missing time periods (for example last three months of the year) were extrapolated to cover the entire year. |
| Total energy consumption from fossil sources | The total energy consumption related from fossil sources is primarily based on actual data from fossil fuel consumption of vessels, vehicles and equipment based on system reports. Furthermore it includes the energy consumption from fossil heat and cooling used in buildings which have been partly extrapolated. <br> The methodology for the extrapolations is described in the MDR-M for the KPI Total energy consumption related to own operations. |
| Total energy consumption from nuclear sources | For Hapag-Lloyd the energy consumption from nuclear sources is only relevant as part of the electricity mix in certain countries. The information of the share of electricity from nuclear sources is either based on contract information or invoice data. If that is not available, the share is based on the publicly available grid mix data from the International Energy Agency (IEA). The share is then multiplied with the respective electricity consumption. |
| Fuel consumption from renewable sources | Fuel consumption from renewable sources is based on the actual consumption of certified renewable fuels provided via system reports. |
| Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources | For Hapag-Lloyd only electricity is relevant for this KPI. The consumption is primarily based on actual data from invoices of the energy provider, meter readings or by EAC certificates. Energy is counted as renewable if proof, for example in terms of certificates, is available. Partly extrapolations were performed. <br> The methodology for the ex-trapolations is described in the MDR-M for the KPI Total energy consumption related to own operations. |
| Consumption of self-generated non-fuel renewable energy | Consumption of self-generated non-fuel renewable energy data is based on actual data from meter readings of solar panels. |
| Fuel consumption from crude oil and petroleum products | Fuel consumption from crude oil and petroleum products is based on the actual consumption of oil-based bunker fuels and cylinder oils for owned and chartered vessels as well as the consumption of oil-based fuels from vehicles. Also included and based on actual data from system reports is the consumption of diesel- or petrol-powered generators and heating oil for buildings. <br> For office related activities extrapolations were carried out for this KPI. The methodology for the extrapolations is described in the MDR-M for the KPI Total energy consumption related to own operations. |

| Fuel consumption from natural gas | Consumption of natural gas is primarily based on the actual consumption of <br> LNG the dual-fuel vessels provided by system reports. Natural gas used for <br> heating is based on actuals but in certain cases extrapolated if data was not <br> available for some offices at the time of reporting. <br> The methodology for the extrapolations is described in the MDR-M for the <br> KPI Total energy consumption related to own operations. |
| :--: | :--: |
| Fuel consumption from <br> other fossil sources | Fuel consumption from other fossil sources is based on the travelled <br> distance of plug-in hybrid electric cars and battery-electric cars in the repor- <br> ting year. It is counted as fossil energy because no verifiable data is available with regards to the electricity mix used for charging the battery when it <br> is charged outside of the office. In addition, for plug-in hybrid electric cars <br> there is no verifiable information how much it is used in electric mode. <br> For this KPI extrapolations were carried out. The methodology for the <br> extrapolations is described in the MDR-M for the KPI Total energy con- <br> sumption related to own operations. |
| Consumption of purchased <br> or acquired electricity, heat, <br> steam, or cooling from fossil <br> sources | Consumption is reported based on actual values derived from invoices or <br> system reports and extrapolations to estimate the full year consumption in <br> case the data was not available at the time of reporting. <br> The methodology for the extrapolations is described in the MDR-M for the <br> KPI Total energy consumption related to own operations. |
| Renewable energy production | Self-produced renewable energy derive from solar panels. The data is based <br> on system reports, for example meter readings. |

(E1-E) Gross Scopes 1, 2, 3 and total GHG emissions
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Climate change adaptation Climate change mitigation
Metric
Percentage of Scope 1 GHG emissions from regulated emission trading schemes

Percentage of contractual instruments, Scope 2 GHG emissions

Disclosure of types of contractual instruments, Scope 2 GHG emissions

| (MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric | |
| :--: | :--: |
| Methodology \& assumptions | |
| The percentage of Scope 1 GHG emissions from regulated emission trading schemes is based on the Scope 1 (tank to wakel emissions that fall under the current EU ETS regulation and includes owned as well as charter vessels. | |
| The percentage of contractual instruments was calculated based on the energy consumption associated with the different contractual instruments. | |
| The types of contractual instruments are based on country-specific contract information from the energy provider as well as on the purchase of EACs. | |

| (E1-8) Internal carbon pricing | |
| :--: | :--: |
| (MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Climate change adaptation | (MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric |
| Metric | Methodology\&assumptions |
| Carbon pricing scheme by type | Carbon shadow price for WTW emissions assumed on global geo-scope with a carbon price equal to current ETS rates. |
| Carbon price applied for each metric tonne of GHG emission | Carbon price in the range of current ETS rates on a WTW basis. |

# (E1) Entity-specific

(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Climate change adaptation; Climate change mitigation; Energy

| Metric | Methodology\& assumptions |
| :-- | :-- |
| Avoided emissions | Combination of fuel consumption based on actual data from fleet data <br> lake and Proof of Sustainability documents from fuel suppliers which <br> provide the value for the avoided emissions per batch. |
| Scope $1 \mathrm{CO}_{2} \mathrm{e}$ emissions entire <br> fleet of container vessels | Fuel consumption based on actual data per vessel from fleet data lake. <br> Emission factors are based on Fuel EU Maritime emission factors and GWP <br> factors from IPCC AR 6. Emission factors for renewable fuels are based on <br> weighted average Proof of Sustainability documents. |
| AER value (WTW, whole fleet incl. <br> own\&charter vessels) | AER value is based on Scope 1 and Scope 3.3 fleet related emissions <br> and DWT workload from fleet data lake (distance travelled and DWT). |

### 2.3. Pollution (E2)

2.3.1. Material impacts, risks and opportunities (E2 IROs)

H apag-Lloyd is aware that its global operations across the world's oceans have negative environmental implications. The company strives to minimise its impact through GHG emissions and pollution. The pollutant assessment process has been carried out, without consulting potentially affected communities. Instead, the assessment was based on the point of origin targeting potential pollution sources such as ships, logistics terminals, container depots, trucks and company facilities. The values determined were compared with the respective threshold values. Within the DMA one negative impact and one risk had been identified related to pollution, resulting from the operation of container vessels.

# Material IROs

[^0]The use of the engines of the vessels primarily causes the release of pollutants into the air, especially through sulfur oxides $\left(\mathrm{SO}_{X}\right)$ and nitrogen oxides $\left(\mathrm{NO}_{X}\right)$. The results of studies indicate that these can have a negative impact on human health and the ecosystem. This challenge is already addressed by environmental regulations, such as the Emission Control Areas for shipping. With these zones, the IMO defines geographical areas, where the emissions are limited to a certain threshold. In the event of non-compliance with the specified limits in these regions, the possibility of incurring fines against Hapag-Lloyd exists.

### 2.3.2. Description of the processes to identify and assess material pollution-related

impacts, risks and opportunities (IRO-1)
(E2.IRO-1 11 a AR 1- AR 8) (E2.IRO-1 AR 8) During the process of assessing material IROs in relation to pollution, Hapag-Lloyd identified one actual impact and risk within its own operations. Hapag-Lloyd's process included an environmental impact assessment, for example at vessel level, to identify potential risks and impacts associated with environmental pollution.
(E2.IRO-1 11b) Hapag-Lloyd acknowledges the significance of this subject and has dedicated resources to enhance its insights in 2024. A classification society was commissioned to assist in the analysis of the exact pollutants and their amounts emitted. Hapag-Lloyd has not conducted consultation with potentially affected communities to identify and assess material pollution-related IROs.

### 2.3.3. Policies related to pollution (E2-1)

(E2-1 14 AR 10, ESRS 2 62) As previously explained, Hapag-Lloyd is currently expanding its knowledge about pollutants that are emitted apart from $\mathrm{SO}_{X}$ and $\mathrm{NO}_{X}$ and intends to subsequently assess a suitable way to address and manage these IROs within a designated policy as the Company moves forward. Independently of this, the relevant international regulations on the prevention of pollution are applied, like those for the Emission Control Areas from the IMO. Besides, through Hapag-Lloyd's ongoing development towards decarbonisation using alternative fuels, a reduction of pollutants is already being pursued indirectly.

### 2.3.4. Actions and resources related to pollution (E2-2)

(E2-2 18: ESRS 2 MDR-A 62) Hapag-Lloyd has not adopted specific actions yet to reduce the pollutants that are suitable to approach to the identified material IROs. The development of a comprehensive understanding of the substances and quantities involved is still underway. At this stage, it would be premature to consider implementing measures. Nevertheless, the Company is implementing

[^0]: Material IROs
(Actual negative impact) Contributing to air and water pollution on transport routes
Air and water pollution caused by the vessels engines and scrubbers effecting the environment.

measures such as the increased use of shore power in accordance with legal requirements, which also contribute to the continuous reduction of air pollutants such as $\mathrm{SO}_{x}$ and $\mathrm{NO}_{x}$. The implementation of additional actions specifically aimed at pollution reduction will be considered in the future.

# 2.3.5. Targets related to pollution (E2-3)

(E2-3 22 AR 19, ESRS 2 MDR-T 81b, i, ii, 80d) Hapag-Lloyd is still in the process of defining the precise scope of its material risks and impacts related to pollution, and as such, has not yet established a specific target to address these issues. The Sustainability department will assess the need to develop and implement measurable outcome-oriented targets in line with ESRS requirements.

### 2.3.6. Pollution of air, water and soil (E2-4)

(E2-4 28 a AR 21-22) Emissions to air, water and soil by pollutant

| Pollutant <br> t/year | to air <br> 31,12,2024 | to water <br> 31,12,2024 | to soil <br> 31,12,2024 |
| :-- | :--: | :--: | :--: |
| Nitrogen oxides $\left(\mathrm{NO}_{x}\right)$ | $394,684$ | - | - |
| Sulphur dioxide $\left(\mathrm{SO}_{2}\right)$ | 16,148 | - | - |
| Particulate matter $<10 \mu \mathrm{~m}$ (PM10) | 10,756 | - | - |
| Polycyclic aromatic hydrocarbon (PAH) | - | 1 | - |
| Copper | - | 31 | - |
| Lead | - | 4 | - |
| Mercury | - | 0.03 | - |
| Nickel | 6 | 23 | - |
| Hydrochlorofluorocarbon (HCFC) | 0.07 | - | - |

(E2-4 30b AR 26-AR 27) (E2-4 31) The measurement of pollutants can be considered complex and, as there is still a lack of clear guidelines and, in some cases, raw data, the calculations are simplified. The following examples should be viewed with this background knowledge. To derive and estimate the amounts of pollutants emitted, different measurement methodologies have been identified depending on the sources, as the examples indicate. The results were then compared with the applicable thresholds. Covered were vessels, terminals, depots, offices, company cars and trucks operated by Hapag-Lloyd. All of them were treated as individual facilities:

- Pollutants from ships to air have been calculated via emission factors, including those from the International Council on Clean Transportation (ICCT), based on the amount of fuel consumed.
- Pollutants from hull paints have been calculated based on the chemical composition of a standard paint, the estimated wetted surface area and a paint loss rate per year.
- Pollutants from trucks to air have been calculated based on emission factors from a lifecycle data base and operational data like transport distances.

The monitoring process is currently not aligned with EU Best Available Techniques Reference Document Standards or other relevant reference benchmarks. Calibration tests of the Automated Measuring System were not conducted. However, the laboratory tests commissioned for each bunker purchase serve to verify compliance with the relevant limit values.

(E2-4 30c AR 27) For the vessels, pollutants are derived from two sources: firstly, from the consumption of fuels, and secondly, from ship-specific parameters. In the case of the other sources, such as repair depots, both operational data and standard data were used in equal measure. Fuel consumption data is tracked via daily reports in the vessel log system. The fleet data system aggregates the total fuel consumption within the relevant timeframe. For non-vessel-based pollution, terminals or other facilities, data collection focuses on fuel consumption, heating oil and natural gas usage as well as refrigerants. For all consumption data, appropriate emission factors are applied to derive the amounts of pollutants. The methodology to derive water and soil pollution data is also based on the consumption data and follows the same process as outlined above. Regarding the accidental release of pollutants through spills or leakages a two-step approach was used. First it was evaluated if there were any relevant spills or leakages in the reporting period. In case of a spill or leakage the released pollutants would be assessed. There were no relevant spills or leakages in 2024.

# 2.3.7. Minimum disclosure requirements - metrics (E2 MDR-M)

(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Pollution of air; Pollution of soil; Pollution of water
( $M D R-M 77 \mathrm{a}$ ) Disclosure of methodologies and significant assumptions behind metric
Metric
Methodology\&assumptions
Number of leakages Leakages are counted if the leaked amount is above 10 litres and if the leakage had a negative impact on soil or water ecosystems. The scope includes owned vessels as well as land-based sites.
Emitted to soil pollutants Oil or chemical spills are identified as possible source of soil pollution. If a spill were to happen on an area where soil is contaminated the individual pollutants would be calculated based on specific emission factors.

### 2.4. Biodiversity and ecosystems (E4)

2.4.1. Material impacts, risks and opportunities (E4 IROs)

As one of the leading global shipping companies, Hapag-Lloyd's operations are deeply connected to the world's oceans. In this pivotal context, the Company has identified material IROs that are closely tied to the health and preservation of marine ecosystems, recognising the importance of responsible stewardship in these vital environments. Some of the IROs relate directly to the pollution of water, which can potentially be caused by improper transport of dangerous goods. These are discussed within the designated chapters. By acknowledging the significance of responsible stewardship in marine ecosystems, Hapag-Lloyd demonstrates its commitment to protecting these vital environments, which are closely linked to its operations.

# Material IROs

[Potential negative impact] Impact on the marine ecosystem due to the operations of Hapag-Lloyd's vessel fleet
Vessels operating on global marine trading routes can impact the ecosystem through potential operational discharges or the spread of invasive species.
[Opportunity] Building trust through responsible practices regarding marine ecosystems, enhancing reputation and fostering strong stakeholder relationships
Through Hapag-Lloyd's efforts to protect and preserve marine ecosystems, the Company can establish a positive reputation as a responsible and sustainable liner shipping company, earning the trust and loyalty of customers and stakeholders and distinguish itself in the market.

### 2.4.2. Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3)

(E4 SBM-3 16a) Within the process of the DMA for identifying material IROs in relation to biodiversity and ecosystems, Hapag-Lloyd did not compile a list of material sites within its own operations, which have potential or actual impacts, as the DMA was conducted on a broader level. The IROs identified are not tied to specific locations, but to impacts and opportunities related to maritime ecosystems in general.
Although no location-based analysis approach was chosen in the DMA, criteria were defined to identify potentially relevant locations subsequently. (E4 SBM-3 16a-i) Hapag-Lloyd's activities that can negatively affect biodiversity-sensitive areas include the operation of vessels on the world's oceans and waterways. The identification of biodiversity-sensitive areas is based on two sources: the "Key Biodiversity Areas" (KBA) and the list of "Particularly Sensitive Sea Areas (PSSA)" which are defined by the IMO. Additionally, three sites in the Company's own operations were identified, where biodiversity and ecosystems are potentially impacted.
(E4 SBM-3 16a-ii) Disclosure of list of material sites in own operations based on results of identification and assessment of actual and potential impacts on biodiversity and ecosystems

| Site | Specific impacts <br> and dependencies | Biodiversity-sensitive areas <br> potentially impacted negatively |
| :-- | :-- | :-- |
| ATL Haulage Contractors Ltd, <br> Stanford-le-Hope, United Kingdom | Only minor and potential impact <br> through surface soiling near, <br> not within impacted areas | Thames Estuary and marshes |
| Hapag-Lloyd AG, Leipzig, <br> Deutschland | Only minor and potential impact <br> through typical office activities near, <br> not within impacted areas | Leipziger Auwald |
| Terminal Portuario de Guayaquil <br> Guayaquil, Ecuador | Only minor and potential impact <br> through surface soiling near, <br> not within impacted areas | Mangroves, Estuaries, Wetlands and <br> forests of the Gulf of Guayaquil |

The identification of sites owned, leased or managed is contingent upon the distance to protected areas or key biodiversity areas that the undertaking is negatively affecting, with the threshold for identification set at 1 km .

(E4 SBM-3 16c) While previously explained, how potential impacts sites are identified, Hapag-Lloyd's vessels have an actual impact operating through the Santa Barbara Channel. It is a crucial corridor for several whale species, including blue whales, which are listed as endangered under the Endangered Species Act and protected under the Marine Mammal Protection Act. Thus, the captains of the vessels are encouraged to comply with the voluntary speed reduction.

# 2.4.3. Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities (IRO-1)

(E4 IRO-1 17a,b) Within the process of identifying material IROs in relation to biodiversity and ecosystems, Hapag-Lloyd discovered a negative impact and dependencies in its own operations and in the upstream and downstream value chain. Business activities have been screened on a broader level for potential IROs related to biodiversity and ecosystems. The screening process on the site-level was conducted separately and through a decentralised data request directly from site locations within Hapag-Lloyd's own operations.
(E4 IRO-1 17c) When detecting material IROs, no transition and physical risks and opportunities related to biological diversity and ecosystems were identified and assessed. (E4 IRO-1 17d, AR 9) The identification process of the IROs did not include systemic risks (such as ecosystem collapse risks, aggregated risk linked to fundamental impacts of biodiversity loss, financial risks). (E4 IRO-1 17e) (E4 IRO-1 17e i)) While conducting a biodiversity resilience assessment of shared biological resources and ecosystems, Hapag-Lloyd did not engage in targeted consultations with affected communities, recognising the relevance of future stakeholder engagement in this field.
(E4 IRO-1 19 a, b AR 7d) The Company does operate sites located in or near biodiversity-sensitive areas. The identified locations are within one kilometre of KBAs, but not located in the areas themselves. The business activities of Hapag-Lloyd in these locations do not negatively impact the environment, and a necessity to implement biodiversity mitigation measures has not been concluded.

### 2.4.4. Transition plan and consideration of biodiversity and ecosystems in strategy and business model (E4-1)

(E4-1 13a) Hapag-Lloyd considers its business model of container shipping and terminal operations to be resilient in relation to biodiversity- and ecosystem-related implications. (E4-1 13b) The scope of the resilience assessment covers the Company's own operations and its upstream value chain, and both business segments of Hapag-Lloyd. (E4-1 13d) The time horizon applied to the evaluation covers the horizon year 2030. (E4-1 13f) The assessment was conducted with the involvement of several internal stakeholders, including experts from Risk Management, Sustainability, and Regulatory Affairs.
(E4-1 13c) The resilience assessment followed the approach of a scenario analysis, covering implications in two contrasting potential future scenarios. In Scenario A, ecological damage is moderate, but there is substantial pressure from regulations and stakeholders concerning biodiversity, whereas in Scenario B, ecosystem degradation is severe with only moderate regulatory and stakeholder pressures. These scenarios are aligned with biodiversity-related

scenarios proposed by the Taskforce on Nature-related Financial Disclosures. In both scenarios, possible implications for Hapag-Lloyd's business model and strategy in relation to biodiversity and ecosystems were analysed and the specific action needs of Hapag-Lloyd were evaluated. The discussed implications cover impacts and dependencies on biodiversity and ecosystems, which have, according to the ENCORE nature database, at least a medium materiality rating for the industries applicable to Hapag-Lloyd (cargo handling, services incidental to water transportation, sea and coastal water transport).
(E4-1 13w) Biodiversity-related implications and specific action needs with respect to each implication were substantially examined: Notably, the implication discussed with closer scrutiny was the establishment of new protected marine and coastal areas where no shipping must occur in the future. Establishing alternative shipping routes that bypass protected zones does not necessitate significant actions. Hapag-Lloyd has signed and is adhering to the Arctic Corporate Shipping Pledge, a voluntary commitment to abstain from Arctic shipping. As such, the Company is familiar with restrictions associated with route planning, as also outlined by the PSSA defined by the IMO. Hapag-Lloyd's vessel operations are sufficiently adaptable to enact measures such as speed reduction, devising new shipping routes or adjusting tonnage immediately. Therefore, action required for Hapag-Lloyd considering this implication was assessed as very low.

Similarly, the action need for the implication from degraded flood mitigation services was assessed as very low. Should the occurrence, frequency, and severity of natural disasters (such as low water levels or storm damage) increase in the future, shipping routes may naturally be affected. In case specific terminals are impacted by natural disasters, overall business operations of Hapag-Lloyd are not expected to be substantially disrupted, as there are existing contingency plans (for example for hurricane response) already in place.
Further implications that were assessed include potential regulations with respect to speed reduction, light pollution, or solid waste management. For all implications, Hapag-Lloyd considers the action need compared to the status quo as very low.
Overall, the biodiversity resilience assessment indicates robustness in Hapag-Lloyd's business model and strategy. The assessment shows that the Company already considers measures aimed at minimising the impact on biodiversity and ecosystems. Even increased regulatory requirements and potentially increased ecosystem damages in the horizon year 2030 are not expected to require major action needs for Hapag-Lloyd adding to already established routines in the reporting year.

# 2.4.5. Policies related to biodiversity and ecosystems (E4-2)

(E4-2.2, ESRS 2 MDR-P 62) While Hapag-Lloyd acknowledges the great importance of this material topic, a dedicated policy for managing IROs related to biodiversity and marine ecosystems is currently not implemented. Although Hapag-Lloyd conducts activities aimed at prioritising responsible marine resource management, a dedicated biodiversity and ecosystems policy is currently not considered necessary. However, compliance with existing regulations such as the International Convention for the Prevention of Pollution from Ships (MARPOL) that are aimed at securing marine ecosystems is ensured irrespective of the existence of a dedicated policy through ongoing external audits like the Port State Controls.

2.4.6. Actions and resources related to biodiversity and ecosystems (E4-3)
(E4-3 27, E4 MDR-A 68) Many of the world's busiest shipping lanes intersect with routes frequently used by whales as they travel between their feeding and breeding grounds. So far, the best option to avoid collisions with marine mammals is to reduce the vessels' speed to 10 knots, which additionally reduces air pollution and limits underwater noise. Hapag-Lloyd is taking action to reduce the speed of vessels to 10 knots in the Santa Barbara Channel. The vessels' speed is controlled via the engine order telegraph, while the vessel monitors its speed using the global positioning system or a speed log. The National Oceanic Atmospheric Administration (NOAA) conducts external measurements of vessel speed. For several years, Hapag-Lloyd has been involved in the "Protecting Blue Whales and Blue Skies" program to protect marine life and reduce air pollution in the San Francisco Bay Area and the Santa Barbara Channel region. Protecting Blue Whales and Blue Skies is a voluntary vessel speed reduction programme along the California coast, initiated by several non-profit organisations such as the NOAA's National Marine Sanctuaries, California air pollution control districts, and the California Marine Sanctuary Foundation. All vessels above 300 gross tonnes or larger are asked to slow down to a speed of 10 knots or less when transiting within this zone to reduce the risk of a collision. The programme is timed to coincide with peak whale feeding and migration periods in these areas each year from mid-May to approximately mid-November and can make a significant contribution to the stress reduction for marine mammals in this environment. The implementation of this action does not support a specific policy or target related to biodiversity and ecosystems, as Hapag-Lloyd has currently not adopted those.
Apart from this action, Hapag-Lloyd conducts additional activities that aim to ensure no significant harm is caused to biodiversity and ecosystems Hapag-Lloyd is operating on. Those activities score on the DNSH set out by the EU Taxonomy for business activity 6.10 Sea and coastal freight water transport, vessels for port operations and auxiliary activities.
(MDR-A 68 b-e, 69a-c) Further action details: Whale protection in Santa Barbara

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The action is implemented in Santa Barbara for all Hapag-Lloyd vessels that cross the Santa Barbara channel. |
| (MDR-A 68c) <br> Time horizon | The action was first implemented in 2012 as an ongoing action. |
| (MDR-A 68d) <br> Key action for harm mitigation | No significant harm is caused by this action, therefore a description of key actions taken, and their results, to provide for and cooperate in or support provision of remedy for those harmed by actual material impacts is not applicable for this specific action. |
| (MDR-A 68e) <br> Progress | Hapag-Lloyd was over 80\% compliant with the maximum speed of 10 knots in the designated area during the reporting year. |
| (MDR-A 69a-c) <br> Financial resources | Current CapEx allocated: not significant Current OpEx allocated: not significant Future CapEx allocated: not significant Future OpEx allocated: not significant |

(E4-3 28b) Hapag-Lloyd does currently not use biodiversity offsets in its actions and action plans. (E4-3 28c AR 21) Also, the incorporation of nature-based solutions into biodiversity and ecosystemsrelated actions was not yet conducted.

2.4.7. Targets related to biodiversity and ecosystems (E4-4)
(E4-4 31 AR 23-AR 26, ESRS 2 MDR-T 81 b, b i) The responsibility of examining the effectiveness of a target and defining such in precise terms lies with the respective specialist departments. The Sustainability department is supporting this process regarding the development and implementation of measurable outcome-oriented targets in line with ESRS requirements. (ESRS 2 81b i, ii, ii 80 d) In the year under review, sustainability matters related to biodiversity and ecosystems were explored, setting the stage for future ambitions. The progress was effectively tracked through regular reviews with the Port of Los Angeles ensuring ongoing improvement, as described under E4-3. Hapag-Lloyd is still in the process of determining an effective course of further actions to drive positive change in biodiversity and marine ecosystems, and as such, has not yet established a specific target in this area.
2.4.8. Impact metrics related to biodiversity and ecosystems change (E4-5)
(E4-5 35) Within the process of the DMA and the CRVA, the Company has not identified any sites located in a biodiversity area that is negatively affected by the business operations.

# 2.5. Resource use and circular economy (E5)

2.5.1. Material impacts, risks and opportunities (E5 IROs)

Hapag-Lloyd identified one material impact, and one material opportunity related to the topic of resource use and circular economy. While the negative impact on the environment due to recycling procedures is related to Hapag-Lloyd's container shipping vessels, the opportunity is connected to the broader topic of potential use of further circular economy principles. To address these IROs appropriately, entity-specific KPIs have been established. Specifically, the share and stock of containers with steel flooring have been designated as key metrics to measure progress and development.

## Material IROs

[Potential negative impact] Environmental impacts due to recycling procedures of the vessels in the downstream value chain
Decommissioning procedures during the recycling of ships can lead to significant waste generation and serious environmental impacts if not done responsibly.
[Opportunity] Evaluating the use of circular economy principles
Embracing circular economy principles can lead to a more resilient supply chain, reduced dependence on finite resources, reduced waste and lower costs.
2.5.2. Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities (IRO-1)
(ESRS ES IRO-1 11 a, AR 1 - AR 8) During the process of identifying material IROs related to resource use and circular economy, the identified IROs are within Hapag-Lloyds own operations and across the upstream and downstream value chain. The process, which is described within the general information, did include screening of activities in the Company's own operations and in the upstream and downstream value chain, but did not include a review on individual asset level as part of the materiality analysis. (ESRS ES IRO-1 11 b) Also, no consultations have been conducted.

2.5.3. Policies related to resource use and circular economy (E5-1)
(ESRS E5-1 14) Hapag-Lloyd addresses the negative impact of recycling of vessels with its dedicated Hapag-Lloyd Ship Recycling Policy, which applies to all Hapag-Lloyd owned vessels. (E5 ESRS 2 MDR-P 65 a) It covers two objectives, both assuring that the management of the identified material positive impact is adequately addressed:

- Ensure that vessels are recycled in a safe and environmentally sound way: All Hapag-Lloyd owned vessels which are planned to be recycled are equipped with an IHM. The IHM is a certified document which details all the materials built into a vessel which may post a threat to health or the environment during the recycling process.
- Ensure the recycling process adheres to Hapag-Lloyd principles: To ensure that the recycling process meets Hapag-Lloyd's principles, a suitable recycling shipyard must have International Organisation for Standardisation (ISO) 14001 certification and adhere to the guidelines of an EU-certified ship recycling facility, as per Regulation (EU) No 1257/2013.
(E5-1 16) The Company thereby also addresses the identified material opportunity of evaluating the use of circular economy principles. (E5-1 15a) Still, Hapag-Lloyd's Ship Recycling Policy does currently not encompass strategies for transitioning towards the use of recycled materials or increasing the utilisation of secondary resources. (E5-1 15b) This policy does not explicitly address sustainable sourcing and use of renewable resources. However, the Company is proactively addressing environmental concerns through initiatives focused on minimising the ecological footprint of its operations. For instance, the adoption of containers with steel floors is expected to enhance container recyclability, thereby extending their life cycle and ultimately reducing the Company's environmental impact.

| Hapag-Lloyd Ship Recycling Policy | Description of policy |
| :--: | :--: |
| (MDR-P 65 a) <br> Process for monitoring | The effectiveness of this policy is monitored by Vessel Portfolio Management as the responsible department. According to the EU ship recycling regulation (Regulation (EU) No 1257/2013), Hapag-Lloyd chooses only shipyards that are listed in the European list of ship recycling facilities |
| (MDR-P 65 b) <br> Scope | The policy covers all vessels in ownership of Hapag-Lloyd. |
| (MDR-P 65 c) <br> Most senior level in organisation that is accountable for implementation of policy | Senior Director Vessel Portfolio Management. <br> The commitment to the Ship Recycling Policy is given by the Executive Board of Hapag-Lloyd |
| (MDR-P 65 d) <br> Third-party standards or initiatives that are respected through implementation of policy | - The policy covers certification of ISO 14001 <br> - It also aims to ensure compliance with the standards for an EU-certified ship recycling facility (Regulation (EU) No 1257/2013) |
| (MDR-P 65 e) <br> Description of consideration given to interests of key stakeholders in setting policy | The interests of key stakeholders are indirectly reflected in the Hapag-Lloyd Ship Recycling Policy. Specifically, the workers at recycling shipyards have an interest to be well-informed about potential safety hazards during the recycling process. Particularly, this interest is addressed by the policy with the objective to implement an IHM for all Hapag-Lloyd vessels. |
| (MDR-P 65 f) <br> Explanation of whether and how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it | The Ship Recycling Policy itself is available on Hapag-Lloyd's publicly accessible website and Intranet. Vessel Portfolio Management contacts and steers all necessary departments (such as Fleet and Legal) for implementation of the policy directly, for example on collection of relevant documents (such as the IHM) or the initiation of end-of-life processes for vessels. |

(E5-3 23, ESRS 2 MDR-T 81 b, b i) In order to reliably monitor the effectiveness of the Ship Recycling Policy, it is validated annually by Vessel Portfolio Management as the responsible department. (E5 ESRS 2 MDR-P 62) Hapag-Lloyd does currently not have a dedicated policy in place to explore the application of circular economy principles. While the Company recognises the potential relevance of circular economy concepts, the investigation of use cases for a non-producing company like Hapag-Lloyd is a topic for the future agenda, and therefore no immediate development of policies is planned.
2.5.4. Actions and resources related to resource use and circular economy (E5-2) (E5-2 19, E5-2 ESRS 2 MDR-A 62 a) Although Hapag-Lloyd has adopted a policy ensuring safe and responsible ship recycling which addresses the environmental impact identified, the company has not outlined specific plans for additional actions related to resource use and circular economy at this time, despite recognising the potential benefits of investigating these areas in the future.
2.5.5. Targets related to resource use and circular economy (E5-3)
(E5-3 23, ESRS 2 MDR-T 81 b, b i) The responsibility of examining the effectiveness of a target and defining such in precise terms lies with the respective specialist departments. The Sustainability department is supporting this process regarding the development and implementation of measurable outcome-oriented targets in line with ESRS requirements.
(ESRS 2 81b i, ii, ii 80 d) Hapag-Lloyd has presently not set an ambition level or quantitative targets explicitly addressing the matters related to resource use and circular economy in the year under review, the metrics tracked are currently deemed sufficient. In consideration of potential future shifts of the IROs, the specialist departments evaluate the viability of establishing a targeted objective and securing guidance from the Sustainability department.

# 2.5.6. Resource inflows (E5-4)

(E5-4 30 AR 21) The material resource inflows for Hapag-Lloyd mainly relate to the Liner Shipping segment in the form of containers and container vessels. Hapag-Lloyd's vessels are designed and constructed in accordance with all respective regulations, with steel being the main resource component. No other material resource inflows in Hapag-Lloyd's own operations and along its upstream value chain were identified. As for SAAM Terminals, the focus was on ship-to-shore container cranes, reach stackers and terminal tractors.
(E5-4 31a) Resource inflows materials

| | 2024 |
| :--: | :--: |
| Overall total weight of products and technical and biological materials used during the reporting reporting period | $1,654,523.9$ |
| Total weight of biological materials (and biofuels used for non-energy purposes) | - |
| Share of biological materials (and biofuels used for non-energy purposes) | 0.0 |
| Absolute weight of secondary reused or recycled components, secondary intermediary products and secondary materials used to manufacture the undertaking's products and services (including packaging) | - |
| Share of secondary reused or recycled components, secondary intermediary products and secondary materials | 0.0 |

E5-4 32 AR 24 The relevant metrics are based on a decentralised data collection incorporating both estimated and actual data, which was assessed across all relevant organisational units. The data collection was conducted both for the Liner Shipping segment and the Terminal and Infrastructure segment.

The following key assumptions and estimations were applied to calculate the metrics:

- The key assumption applied to newly built vessels is that steel is the primary component of the vessel in terms of weight. The material inflow considered is the actual lightship weight of the specific vessel, measured in metric tonnes. Furthermore, the total weight of materials used also includes the overall weight of the containers procured in the reporting period, which is calculated by multiplying the purchased amount of containers by the specific weight of the different container types.
- Biological materials are considered "immaterial", as their proportion, if any, is comparatively minimal.
- The exact quantity of recycled materials for vessels cannot be quantified, as the recycling process takes place at the steel mill, which is not a direct partner of Hapag-Lloyd. The shipyard acting as a business partner for the Company does not possess precise information on the percentage of materials recycled. The same is the case for the purchased containers. Hapag-Lloyd therefore estimates the weight of recycled materials to be zero for vessels and containers in a conservative approach. The value is calculated based on information supplied by the equipment manufacturer.

# 2.5.7. Entity-specific metrics related to resource use and circular economy

(ES) Entity-specific metrics

| | 2024 |
| :--: | :--: |
| Number of recycled ships | 1 |
| Share of containers with steel flooring (in Percent) | $6.2 \%$ |
| Stock of containers with steel flooring (in TEU) | 122,277 |

### 2.5.8. Minimum disclosure requirements - metrics (ES MDR-M)

(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity
Related material sustainability topic:
Resources inflows including resource use
Resource outflows related to products and services
Metric
The absolute weight of secondary reused or recycled components, secondary intermediary products and secondary materials used to manufacture the undertaking's products and services (including packaging)
Overall total weight of products and technical and biological materials used during the reporting period
(MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric
$\qquad$
Data collection was limited to significant materials, for example vessels and containers within the Liner Shipping segment and for equipment and materials within the Terminal \&Infrastructure segment.

Data collection was limited to significant materials, for example vessels and containers within the Liner Shipping segment and for equipment and materials within the Terminal \&Infrastructure segment.

| Total weight of biological materials (and biofuels used for non-energy purposes) | Data collection was limited to significant materials, for example vessels and containers within the Liner Shipping segment and for equipment and materials within the Terminal \&Infrastructure segment. <br> Only biological materials that are proven to be sustainably sourced by certificates are reported. |
| :--: | :--: |
| Number of recycled ships | All Hapag-Lloyd owned vessels that are transferred to a recycling company within the reporting year. |

# 2.6. Transport of dangerous goods (entity-specific)

2.6.1. Material impacts, risks and opportunities
(transport of dangerous goods IROs)
The transportation of goods is an integral part of Hapag-Lloyd's Liner Shipping business activities. In handling dangerous goods, Hapag-Lloyd's customers rightly expect the organisation to uphold the highest standards of cargo transportation safety. To ensure consistent adherence to rigorous safety standards across its entire fleet, Hapag-Lloyd's processes for managing dangerous goods strive to stringently comply with international, national, and local regulations. Three key material IROs related to the transportation of dangerous goods were identified in the materiality analysis, as detailed in this chapter.

## Material IROs

[Potential negative impact] Improper handling of dangerous goods could lead to negative impacts on environment and people
Improper handling of dangerous goods can have a negative impact for the environment and people due to the potential exposure to harmful substances or explosions and fires in case of accidents.

## [Risk] Accidents regarding transport of dangerous goods

Accidents involving dangerous goods such as fires and explosions on board can result in negative environmental and social impacts due to potential accumulation of pollutants, crew injuries, loss of cargo and environmental damage which lead to reputational damage as well as financial losses.

## [Opportunity] Ensuring the safe and reliable transportation of dangerous goods

The responsible and safe transportation of dangerous goods can enable Hapag-Lloyd to be perceived as a reliable service provider.
2.6.2. Minimum disclosure requirements - policies (MDR-P) related to the transport of dangerous goods.
(ESRS 2 MDR-P 65 a) The Dangerous Goods Manual is Hapag-Lloyd's established policy to manage material IROs related to the transport of dangerous goods:

| Policy/IRO | [Positive impact] <br> Ensuring proper handling of <br> dangerous goods | [Risk] Accidents <br> regarding transport <br> of dangerous goods | [Opportunity] Ensuring <br> the safe and reliable <br> transportation of <br> dangerous goods |
| :--: | :--: | :--: | :--: |
| Dangerous Goods Manual | X | X | X |

Hapag-Lloyd's primary objective in adhering to its Dangerous Goods Manual is to uniformly uphold an exceptional standard of safety across its entire vessel fleet. The manual is designed to ensure the organisation's compliance with international, national, and local laws and regulations, particularly the International Maritime Dangerous Goods (IMDG) Code, governing the transportation

of dangerous goods. The policy itself as well as the explicitly stated mandatory incident reporting contribute to the identified positive impact and are applicable to the Liner Shipping segment. According to the German Dangerous Goods Advisor Ordinance, all incidents involving dangerous goods must be reported. A global procedure has been developed, enabling a structured coordination of the response to such incidents. As part of this procedure, incidents are required to be reported to the Dangerous Goods Safety Advisor.

The manual also outlines measures to ensure the safe transport of materials, prioritising the safety of employees, vessels, cargo and the environment. Training programmes are essential to maintaining a high standard of safety. Employees, particularly those working onboard vessels, receive specialised training in transporting dangerous goods and safety procedures under the guidance of the Dangerous Goods Safety Advisor. Responsible managers additionally receive special training and instructions to ensure compliance with the Dangerous Goods Manual throughout the Hapag-Lloyd fleet, including chartered vessels. A key element of the manual is an exclusion list of all goods that Hapag-Lloyd refuses to transport for safety and ethical reasons, even when legally permitted. The risk assessments are updated on a daily basis. In case the risk assessment changes due to current events or developments, the manual and/or the exclusion list should be revised, and all relevant offices immediately informed, ensuring that the identified risk of mishandling dangerous goods can be effectively avoided. This approach underlines the identified opportunity to ensure the safe and reliable transportation of dangerous goods.

| Dangerous Goods Manual | Description of policy |
| :--: | :--: |
| (MDR-P 65 b) <br> Process for monitoring | There is no dedicated monitoring process, but all dangerous goods documentation is centralised through the Freight Information System with the goal to ensure accuracy and traceability. |
| (MDR-P 65 b) <br> Scope | The manual applies to owned or operated Hapag-Lloyd vessels and vessels chartered into Hapag-Lloyd services. Other vessels that are owned by Hapag-Lloyd, but chartered out to the operators are not covered under the scope of this manual. The manual is not applicable to the Terminal \&Infrastructure segment. |
| (MDR-P 65 c) <br> Most senior level in organisation that is accountable for implementation of policy | Senior Director Dangerous Goods |
| (MDR-P 65 d) <br> Third-party standards or initiatives that are respected through implementation of policy | - Protocol I to MARPOL 73/78 <br> - Dangerous Goods Advisor Ordinance <br> - German Gefahrengutverordnung See (GGvSee) <br> - USA 49 CFR <br> - IMDG Code Supplement |
| (MDR-P 65 e) <br> Description of consideration given to interests of key stakeholders in setting policy | There have been no considerations given to interest of key stakeholders in setting the policy. |
| (MDR-P 65 f) <br> Explanation of whether and how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it | Available in Hapag-Lloyd's Intranet. Globally unified DG validation mailbox ensures systematic and centralised handling of queries. <br> To ensure 24/7 availability of dangerous goods experts, a list of global DG contacts is maintained for different regions (Europe, North America, Asia, Latin America, Middle East). |

# 2.6.3. Entity-specific metrics related to the transportation of dangerous goods

Transport of dangerous goods

| | 2024 |
| :-- | --: |
| Share of dangerous goods among overall transport volume (End of Voyage) | $3.9 \%$ |
| Overall volume of transportation liner shipping (TTEU) | 12,467 |
| Volume of dangerous goods transported (End of Voyage) (TTEU) | 491 |
| Number of misdeclarations among dangerous goods | 4,256.0 |
| Number of reportable incidents in relation to dangerous goods | - |

(ESRS 2 MDR-M 75) The metrics outlined connect to the positive impact of ensuring proper handling of dangerous goods, the reduction of the risk of accidents related to dangerous goods, and the opportunity to ensure safe and reliable transport of dangerous goods at Hapag-Lloyd. By monitoring the transport volume of dangerous goods, the Company can put the number of misdeclarations and reportable incidents into context. Thereby, Hapag-Lloyd is enabled to identify areas for the optimisation of handling dangerous goods, striving for a further reduction in the risk of accidents and ensuring safe transport, highlighting potential vulnerabilities in the handling process and allowing for targeted interventions to prevent accidents. By tracking and analysing these metrics, Hapag-Lloyd can minimise the risks associated with transporting dangerous goods, reduce the likelihood of accidents, and provide a safe and reliable service.

### 2.6.4. Minimum disclosure requirements - targets (MDR-T) related to the transport of dangerous goods

(ESRS 2 MDR-T 81 b, b i) To monitor the effectiveness of the policy in terms of material IROs related to the transport of dangerous goods, it is validated annually by the respective department and reviewed by the SC. The responsible department assesses the need to develop and implement measurable outcome-oriented targets in line with ESRS requirements. (ESRS 281b i, ii, ii 80 D) The department is dedicated to facilitating safe transport and preventing accidents in the first place. As a result, no ambition level or quantitative targets in line with ESRS requirements related to the transport of dangerous goods were set in the year under review. Although the Company has established ambitions regarding the transport of dangerous goods as outlined in this chapter, these ambitions do not meet the requirements for measurable, outcome-oriented, and timebound targets as stipulated by the ESRS.

### 2.6.5. Minimum disclosure requirements - actions (MDR-A) related to the transport of dangerous goods

(ESRS 2 MDR-A 62) At Hapag-Lloyd, the safe handling and transport of dangerous goods are considered a priority, which is why several key actions outlined in the Dangerous Goods Manual are followed:

The Dangerous Goods and Restricted Cargoes Booking Guideline and the Guideline for Communication amongst Customer Service and DG Validation Team serve as guidance in managing the booking and validation process for dangerous goods. Additionally, a Restricted List is maintained to exclude certain commodities from transport services due to their high risk. Special guidelines

such as the Dangerous Goods Reefer Guideline are in place for temperature-sensitive dangerous goods, and the Stowage and Segregation Guideline ensures proper placement and separation of these goods on vessels to minimize risks. The Cargo Operation Guideline and the detailed Check of Shipper's Final Dangerous Goods Declaration ensure that goods are properly documented and compliant with valid regulations. Additional measures include thorough container inspections as per the Container Inspection Guideline and specific handling procedures for fumigated containers. Moreover, continuous training is provided to employees to handle dangerous goods safely and efficiently. The company also has a Radiation Protection Program in place to safeguard against radiation hazards. Lastly, the Cargo Patrol Procedure is utilized to detect and manage potential risks, and Global Dangerous Goods contacts are established for immediate assistance. These guidelines and programs underscore the Company's dedication to safety, compliance, and responsible transport of dangerous goods.

As the current measures relating to the handling of dangerous goods are considered successful and sufficient, Hapag-Lloyd has not adopted any additional ESRS-compliant actions relating to the transport of dangerous goods and does not currently plan to do so. The measures mentioned address the IROs successfully. In particular, the identified negative impact remains potential due to the implemented measures and therefore does not constitute an actual impact. Within Hapag-Lloyd's rigorous safety protocols, specialised validation teams are responsible for carefully reviewing and processing applications related to the transportation of dangerous goods. Notably, during the reporting period, no further measures were deemed necessary to enhance this process, underscoring the organisation's continued commitment to ensuring the safe and efficient handling of sensitive cargo.

# 2.6.6. Minimum disclosure requirements - metrics (MDR-M) related to the transport of dangerous goods

(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity
Related material sustainability topic:
Transport of dangerous goods
Metric
Volume of dangerous goods transported EoV (end of voyage)

Number of misdeclarations among dangerous goods

Number of reportable incidents in relation to dangerous goods
(MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric
Methodology \& assumptions
Volume is measured in transported TEU of dangerous goods in the reporting year. Data source is based on a system report.

Bookings are scanned to detect any potential misdeclared or undeclared dangerous goods as well as sensitive cargo. The number reported is the total number of cases for the reporting year based on a system report.

Reportable incidents encompass accidents with dangerous goods containers on board of owned vessels, where persons, assets or the environment have been harmed or damaged in the reporting year.

# 3. SOCIAL INFORMATION

### 3.1. Own workforce (S1)

3.1.1. Material impacts, risks and opportunities (S1 IROs)

In this section, an overview of the material IROs related to Hapag-Lloyd's own workforce is provided, followed by an allocation of the material IROs to the relevant material topics. This summary aims to highlight the significant effects that the Company's strategy and operations have on its employees.

## Material IROs related to diversity and equal opportunities

[Actual positive impact] Contributing to well-being of workforce through fair working conditions
Equal treatment of all employees regardless of gender, disabilities and other factors can lead to increased diversity and well-being in the workplace.
[Potential positive impact] Leading by example with a diverse management team
A diverse top management and the establishment and provision of equal career opportunities for all employees can lead to increased diversity in the overall workforce.
[Risk] Potentially losing talent where equal opportunities are not ensured
Reputational damage and reduced attractiveness to current employees and potential talents can arise if Hapag-Lloyd is not perceived as a company that embraces diversity and equal opportunities.
[Opportunity] Attracting and retaining talents through diverse teams
Fostering diversity can lead to raising employee retention, attracting talent, and utilize the potentia of diverse teams.

## Material IROs related to fair remuneration

[Potential negative impact] Non-compliance with labour standards or unfair working conditions Unequal salaries between employees can lead to employee dissatisfaction and the risk of employee fluctuation.
[Actual positive impact] Contributing to well-being of workforce through fair working conditions Fair remuneration covering base salary as well as further compensation packages for employees can have positive impacts on mental/physical health.
[Opportunity] Minimising turnover through high labour and safety standards
Paying a fair salary, including incentive and bonus schemes can lead to increased employee satisfaction, thereby increasing the retention rate.

## Material IROs related to training and further education

[Potential negative impact] Contributing to dissatisfaction through missing opportunities for employees Lack of offering training and further education can lead to low employee satisfaction and thus to faster staff turnover.
[Actual positive impact] Promoting development of employees
Promoting the development of employees through trainings can lead to a higher level of education and increased career opportunities.
[Opportunity] Ensuring continuous improvement through training of workforce
Providing training and development can result in lower staff turnover and improved business processes.

## Material IROs related to human rights in own operations

[Actual positive impact] Contributing to well-being of workforce through fair working conditions Supporting and promoting human rights and decent work standards in own operations and actively monitoring these rights, can positively contribute to employees physical and mental well-being.
[Opportunity] Minimising turnover through high labour and safety standards
An enduring commitment to employee rights and welfare can not only increase the attraction of skilled and dedicated professionals, but also minimise turnover.

# Material IROs related to work-life balance

[^0]
## Material IROs related to health and safety

[^1]This section delves into the specific material IROs that arise from Hapag-Lloyd's strategy and business model and explains how they are identified, assessed and managed.
(S1.SBM-3 14 AR 6 - AR7) Hapag-Lloyd includes all workers in its own workforce who are likely to be materially affected by the company in the scope of its disclosure under ESRS 2. This includes impacts that relate to Hapag-Lloyd's own operations and value chain including a connection through the Company's products or services as well as through the Company's business relationships. (S1.SBM-3 14 a) Hapag-Lloyd's types of employees and non-employees in its own workforce subject to material impacts by its operations are briefly described as follows:

## Worker type specification

S1.SBM-3 14 a

## Description

Employees

Non-employees: people provided by third party undertakings primarily engaged in employment activities

- Active land-based personnel under limited or unlimited Hapag-Lloyd contract
- Land-based personnel on paid leave of absence
- Land-based and marine apprentices
- Seafarers employed under Hapag-Lloyd Fleet management under German flag
- Seafarers from crewing agencies working on Hapag-Lloyd managed vessels under German flag
- Non-guaranteed hours employees are employed by the undertaking without a guarantee of a minimum or fixed number of working hours

- Leased land-based personnel: self-employed persons

- Temporary third-party employees
- Third party personnel employed by suppliers of maintenance and other services

[^0]: [Potential positive impact] Maintaining high quality of work-life balance among own workforce Fewer stress-related cases of illness can result from maintaining high quality of work-life balance.
[Opportunity] Minimising turnover through high labour and safety standards
By increasing the work-life balance there is an opportunity for Hapag-Lloyd to raise employer attractiveness, thereby enabling better recruiting, raising employee motivation and retention.

(S1.SBM-3 14 b) The material negative impacts for Hapag-Lloyd's own workforce do not occur widespread or systemically but are related to individual incidents only.
(S1.SBM-3 14 c) Hapag-Lloyd has established a range of activities that have a positive impact on its workforce, cultivating employees' well-being.
Activities with positive impact on Liner Shipping segment employees (see section 3.1.6):

- Facilitating training access for all Liner Shipping segment employees results in the positive impact of promoting development of employees.

Activities with positive impact on land-based Liner Shipping segment employees (see section 3.1.6):

- Our Way of Working@Hapag-Lloyd results in the positive impact of maintaining high quality of work-life balance.
- Promoting equal opportunities for women results in the positive impact of leading by example with a diverse management team.
- Promoting human rights in own operations results in the positive impact of contributing to well-being of workforce through fair working conditions.

Activities with positive impact on marine personnel:

- Providing comprehensive training for seafarers, including specialised LNG training results in a positive impact by maintaining high safety standards for those working at sea.
- Conducting harassment prevention and diversity workshops for seafarers as part of social awareness initiatives results in a positive impact by increasing the well-being of the seafarers.
(S1.SBM-3 14 d AR 44) The identified material risk for Hapag-Lloyd arising from impacts and dependencies on the Company's own workforce is:
- Potentially losing talent where equal opportunities are not ensured

Material opportunities for Hapag-Lloyd arising from impacts and dependencies on the Company's own workforce are:

- Attracting and retaining talents through diverse teams
- Minimising turnover through high labour and safety standards
- Ensuring continuous improvement through training of workforce
(S1.SBM-3 16 AR 9) There are material risks and opportunities arising from impacts and dependencies on people in Hapag-Lloyd's own workforce that relate to sea-based personnel only, rather than to all of its own workforce.
- [Opportunity] Minimising turnover through high labour and safety standards
(S1.SBM-3 14 e) The company has not yet established a transition plan (see section 2.2.1.). Thus, no material impacts on Hapag-Lloyd's own workforce that arise from transition plans for reducing negative impacts on the environment can be identified.

(S1.SBM-3 14 f.ii, g iii) Based on the risk concept of the GSCA, in which entities from the Terminal \& Infrastructure segment of Hapag-Lloyd were considered as suppliers, the risk analysis identified potential country specific risks for forced or compulsory labour and child labour in the following geographic areas:

- Africa, Latin America, Middle East, India, Bangladesh, East Asia

As Hapag-Lloyd has business activities within these geographic areas, the organisation is generally exposed to those risks that were classified as medium to high in these geographic areas. However, the risk analysis of Hapag-Lloyd's own operations has not identified forced or compulsory labour as a significant risk. Hapag-Lloyd rejects any form of forced or child labour and is committed to the prohibition of modern slavery and human trafficking. Hapag-Lloyd follows the definition of child labour included in the ILO's Minimum Age Convention (No. 138), which stipulates that the minimum age for admission to employment must not be below the age at which compulsory schooling is complete - but in any case, not below 15 years old or, for work at sea, 16 years old. (S1-1 22) Additionally, the Global Code of Ethics and the Policy Statement on Social Responsibility and Human Rights (see section 3.1.3) explicitly address the trafficking in human beings, forced labour or compulsory labour and child labour.
(S1.SBM-3 15 AR 8) Hapag-Lloyd has developed the understanding that within its own workforce, employees working in the particular context of seafaring may be at greater risk of harm.

The working conditions of marine personnel are characterised by long absences, separation from families, irregular working hours, seven-day working weeks and limited leisure options. People working in terminals and port operators are naturally exposed to higher risks than office workers.
Apart from these specific groups, no people in Hapag-Lloyd's own workforce with particular characteristics or undertaking particular activities have been identified that may be at greater risk of harm.

# 3.1.3. Policies related to own workforce (S1-1)

The policies that Hapag-Lloyd has adopted to manage its material impacts related to its own workforce are outlined in the following section.
(S1-1 19) At Hapag-Lloyd, four different policies and guidelines are in place to address the identified IROs:

| Policy/IRO | [Positive impact] Leading by example with a diverse management team | [Positive impact] <br> Promoting development of employees | [Positive impact] <br> Maintaining high quality of work-life balance among own workforce | [Positive impact] Maintaining high health and safety standards |
| :--: | :--: | :--: | :--: | :--: |
| ISM Main Manual | | X | X | X |
| Academy Playbook | | X | | |
| Policy Statement on Social Responsibility and Human Rights | X | | | X |
| Global Code of Ethics | X | | X | |

| Policy/IRO | [Risk] <br> Potentially losing talent where equal opportunities are not ensured | [Opportunity] <br> Attracting and retaining talents through diverse teams | [Opportunity] <br> Minimising turnover through high labour and safety standards | [Opportunity] <br> Ensuring continuous improvement through training of workforce |
| :--: | :--: | :--: | :--: | :--: |
| ISM Main Manual | | | X | X |
| Academy Playbook | | | | X |
| Policy Statement on Social Responsibility and Human Rights | X | X | | |
| Global Code of Ethics | X | X | X | |

(S1 ESRS 2 MDR-P 65 a) The policies and their respective relation to the identified IROs are described in detail in the following:

# International Safety Management (ISM) Main Manual

The ISM Main Manual is based on the ISM Code, which is mandatory for each vessel manager to provide to the crew. It is a legally binding and audited Safety Management System (SMS). The manual outlines a comprehensive system through Hapag-Lloyd's Safety Management (and Environmental Protection) System, which is designed to manage incidents and embed preventive measures together with contingency plans. The main objective of the system is to enhance safety at sea through preventive measures that protect people, vessels, cargo and the environment from accidents and emergencies. It emphasises occupational health and safety by minimising risks to human life or health from disease or injury and preventing any impact on human welfare through appropriate means and protective measures. Thus, the ISM Main Manual addresses the impact of maintaining high health and safety standards. The manual does not explicitly mention the impact of contributing to dissatisfaction through lack of opportunities for employees. However, it does emphasise the Company's commitment to safety, health and environmental standards, which indirectly promote employee satisfaction. The manual addresses the impact of health and safety incidents in detail by describing various measures and regulations for safe working practices that are established to lower the risks of accidents, injuries or health risks. It also supports the maintenance of a high-quality work-life balance among the workforce by

focusing on employee motivation, training and well-being. Finally, the manual indirectly addresses the possibility of minimising turnover through high standards of work and safety by discussing the importance of high motivation and excellent training standards to retain personnel, outlining specific procedures for training, familiarisation, and crew motivation, and emphasising the reporting of incidents and the establishment of corrective and preventive measures to maintain a positive working environment. Hence, the manual addresses the opportunity of ensuring continuous improvement through training of workforce.

# Academy Playbook

The Academy Playbook describes how Hapag-Lloyd creates a learning institution within the organisation that invests in people and strengthens both personal and organisational capabilities, as well as providing customised and relevant learning journeys that help develop a future-ready organisation. The Academy Playbook outlines the learning and development framework of the Hapag-Lloyd Academy. To mitigate the risk of contributing to employee dissatisfaction through missed opportunities, Hapag-Lloyd's Academy Playbook includes a comprehensive feedback and improvement cycle. Participants complete evaluations in the Learning Campus following an analysis of such by the Academy team using a dedicated data analytics platform. Quantitative surveys on learning impact in the sense of behavioural changes are conducted about three months after the training, facilitating a continuous improvement loop aiming to keep the learning programmes relevant. KPIs are used to monitor key metrics. For web-based training (WBT), examples of KPIs include course Net Promoter Score (NPS), clarity of training, content quality in terms of design and format, relevance, and technical difficulties. The Hapag-Lloyd Academy promotes continuous learning and employee development through customised learning paths. These paths focus on personal and functional competencies and are structured into four competency levels: Basic, Professional, Advanced, and Master, enabling education on a broad level. Participants are encouraged to adopt and apply a growth mindset, fostering a culture of continuous learning and appropriate risk-taking. Encouraging employee development is a key element. Structured learning programmes are designed to enhance personal and functional competencies. A variety of training modalities are used, such as blending online self-service, face-to-face sessions, and workshops to accommodate different learning styles. Thereby, the impact of promoting development of employees and the opportunity of ensuring continuous improvement through training of the workforce are addressed.

## Policy Statement on Social Responsibility and Human Rights

The Policy Statement on Social Responsibility and Human Rights outlines Hapag-Lloyd's commitment to human rights and environmental protection throughout its operations and value chains. Regular risk assessments and due diligence audits are conducted to identify potential violations and implement preventive and corrective measures. Hapag-Lloyd complies with global occupational health and safety legislation by implementing safety standards both at land and at sea. Despite these measures, health and safety incidents may occur and are thoroughly analysed subsequently. Preventive measures are taken to mitigate future risks, supported by regular reviews of safety measures. To contribute to the well-being of its employees, Hapag-Lloyd

emphasises fair working conditions, adequate wages and benefits in line with international and national regulations. To mitigate the risk of potentially losing talent where equal opportunities might not be ensured, Hapag-Lloyd implements measures to promote equal opportunities and prevent discrimination. By emphasising diversity and creating an inclusive work environment, the Company aims to attract and retain talent. Additionally, Hapag-Lloyd aims to enhance its reputation through adherence to high labour and safety standards. The core elements which enable Hapag-Lloyd to fulfil its due diligence obligations are risk analyses, preventive measures, remedial actions, a complaints procedure, documentation and reporting. Ultimately, Hapag-Lloyd not only mitigates risks and addresses negative impacts, but also seizes opportunities to strengthen its position as a responsible and attractive employer.

# Global Code of Ethics

The objective of the Global Code of Ethics is to set the Company's expectations for its employees' relationships with customers, suppliers, governments, authorities and competitors as well as the expectations regarding the behaviour of employees towards each other. It sets out the principles and guidelines that Hapag-Lloyd has established to govern the conduct and actions of its employees and stakeholders across locations and jurisdictions. Hapag-Lloyd's Global Code of Ethics emphasises the importance of fair working conditions, human rights, diversity and inclusion, occupational health and safety, freedom of association, collective bargaining, and fair remuneration, and describes the Company's commitment to upholding these principles. By fostering an inclusive work environment where differences are welcomed and embraced, Hapag-Lloyd harnesses the collaborative potential of its diverse workforce and encourages professional development and innovation. Managers play a key role in setting high standards and demonstrating integrity to foster an inclusive work environment where diversity is valued. Diversity is a core value, and managers aim to evaluate employees fairly and encourage professional development regardless of origin and identity. Health and safety are of high importance, with measures in place to prevent work-related injuries and promote well-being. Employees are encouraged to take an active role in maintaining their health and safety and to report any potential risks. In addition, a commitment to health and safety, promoting a feedback culture and discouraging unacceptable behaviour supports a positive work environment. This commitment helps mitigate the risk of potentially losing talent where equal opportunities might not be ensured, while providing opportunities to attract and retain talents through diverse teams. Additionally, adherence to high labour and safety standards also helps minimise turnover. The ethical framework therefore not only supports high performance and innovation, but also contributes to the Company's overall growth and sustainability.

The process for monitoring the policies is as follows:

| Policy | Process for monitoring |
| :--: | :--: |
| ISM Main Manual | Hapag-Lloyd's shore organisation constantly monitors national and international environmental regulations. New regulations are implemented into the system as quickly as possible in order to maximise environmental benefits while taking into account the Company's interests. |
| Academy Playbook | The support structure is maintained through a network of functional sponsors, subject matter experts, and a dedicated team focused on delivery and performance excellence. Programme delivery, logistics, and technical support requests are directed through dedicated channels such as email and the OneSupport ticketing system. A systematic feedback and improvement mechanism is in place that includes a feedback cycle where participants complete the training, receive evaluation links via email, complete the evaluation on the Learning Campus, and connect with functional Subject Matter Experts to identify potential improvements. |
| Policy Statement on Social Responsibility and Human Rights | Hapag-Lloyd regularly conducts risk analyses in its own sphere of business and in its upstream value chain at the level of direct suppliers. If Hapag-Lloyd identifies risks, it takes measures to prevent and remedy them and then examine the effectiveness of these measures. The Policy Statement on Social Responsibility and Human Rights is reviewed on an ongoing basis and updated if there are any significant changes related to risks, processes and/or measures. |
| Global Code of Ethics | The Global Code of Ethics is reviewed annually and, if necessary, updated as a standard part of Hapag-Lloyd's Internal Control System procedure in order to keep it current and adequate. <br> Regular monitoring and assessment of compliance with laws and regulations is performed as part of the annual review of the Global Code of Ethics. As part of this process all relevant internal stakeholders are annually requested to confirm the validity of the Code of Ethics. This includes changes of law and regulations. |

| Policy | IS1 ESRS 2 MDR-P 65 b) Scope |
| :--: | :--: |
| ISM Main Manual | Shipboard Management and shore-based organisation to transfer and implement the SMS. The SMS applies to all personnel under the responsibility of the ship's management and the shore-based operations managed by Hapag-Lloyd Fleet Management. On board these vessels, it covers all individuals involved in safety management and environmental protection activities, not just crew members. This includes crew members, external persons or third-party personnel trading with the vessel or performing service jobs in the port. <br> Every crew member of Hapag-Lloyd must observe and comply with the SMS and all relevant procedures, rules, regulations, and Company standards within their area of responsibility and authority. |
| Academy Playbook | The Hapag-Lloyd Academy Playbook is a comprehensive guide that applies to all Hapag-Lloyd Liner Shipping segment employees, (excluding ATL) outlining a curriculum roadmap designed to aid in professional career development through integrated learning journeys at various levels. The document addresses different cohorts of employees, for each group to receive appropriate training and development opportunities. |
| Policy Statement on Social Responsibility and Human Rights | The scope of this policy covers the Liner Shipping segment. |
| Global Code of Ethics | The scope of this policy covers the Liner Shipping segment. |

| Policy | IS1 ESRS 2 MDR-P 65 (c) Most senior level in organisation <br> that is accountable for implementation of policy |
| :--: | :--: |
| ISM Main Manual | Senior Director Fleet Management. <br> Hapag-Lloyd's Fleet Management Department is responsible for the development, <br> implementation, and maintenance of the ISM Main Manual, including procedures and <br> systems aimed at safe practices, emergency preparedness, communication, training <br> and continuous system review. |
| Academy Playbook | Dean of the Hapag-Lloyd Academy |
| Policy Statement on <br> Social Responsibility <br> and Human Rights | The Senior Managing Director Global Procurement is appointed as the Human Rights <br> Officer and is required to report to the Executive Board on a regular basis. |
| Global Code <br> of Ethics | Managing Director Global Human Resources |

| Policy | IS1 ESRS 2 MDR-P 65 (d) Third-party standards or initiatives <br> that are respected through implementation of policy |
| :--: | :--: |
| ISM Main Manual | - ISM Code <br> - Environmental Ship Index <br> - Ship Energy Efficiency Management Plan |
| Academy Playbook | - No specific third-party standards or initiatives are respected through implementation <br> of this policy. |
| Policy Statement on <br> Social Responsibility <br> and Human Rights | - International Bill of Human Rights <br> - ILO Declaration on Fundamental Principles and Rights and the ILO core conventions <br> - ILO Maritime Labour Convention (MLC) <br> - International Convention for the Safety of Life at Sea <br> - UNGP <br> - Guidelines for Multinational Enterprises of the OECD <br> - Minamata Convention on Mercury <br> - Stockholm Convention on Persistent Organic Pollutants <br> - Basel Convention on the Control of Transboundary Movements of Hazardous Wastes <br> and Their Disposal <br> - MARPOL |
| Global Code <br> of Ethics | - ILO core labour standards <br> - United Nations' Universal Declaration on Human Rights |

IS1 ESRS 2 MDR-P 65 Description of consideration given to interests of key stakeholders in setting policy
ISM Main Manual There have been no considerations given to interest of key stakeholders in setting the policy.
Academy Playbook The process of setting the policy was informed by the interests of various internal stakeholders.
Policy Statement on Different internal stakeholders were involved in creating the policy. Social Responsibility Thus, it was ensured that interests were considered of identified key stakeholders. and Human Rights

Global Code
Different internal stakeholders were involved in creating the policy.
of Ethics
Thus, it was ensured that interests were considered of identified key stakeholders.

| Policy | (S1 ESRS 2 MDR-P 65 f) Explanation of whether and how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it |
| :--: | :--: |
| ISM Main Manual | Every crew member is entitled to have direct access to the SMS, which is part of the ISM Main Manual and accompanying publications, as appropriate and applicable according to their field of duties and responsibilities. <br> All crew members are familiarised with the safety system on the specific vessel by working with and according to the SMS as well as additional shipboard controlled documents. |
| Academy Playbook | The mandatory onboarding includes comprehensive WBT that covers core topics and explains the learning journey for the learners as well as the Learning Campus as the interface. The Academy Playbook is an Hapag-Lloyd internal document and available on the intranet. For each WBT a Training Concept is developed in cooperation with the main stakeholders and subject matter experts, which is also presented to the Workers Council. |
| Policy Statement on Social Responsibility and Human Rights | The Policy Statement on Social Responsibility and Human Rights is available on Hapag-Lloyd's website. <br> Affiliated companies in which Hapag-Lloyd does not hold the majority of voting rights are informed of the Policy Statement and must adhere to its contents. <br> The Policy Statement is also referenced in Hapag-Lloyd's Supplier Code of Conduct (SCoC). |
| Global Code of Ethics | The Global Code of Ethics is available on Hapag-Lloyd's website. <br> New employees are familiarised with the Global Code of Ethics as part of their onboarding process. <br> Marine Personnel on board Hapag-Lloyd's ships and external managers are further informed about the Global Code of Ethics via the electronically distributed fleet circular. The Global Code of Ethics is included as an annex to the Owner's Manual, which is provided in written form to vessels under third-party management. |

(S1-1 20) (S1-1 20 a) Hapag-Lloyd has established several human rights policy commitments relevant to its own workforce. These include adherence to the Global Code of Ethics, which defines Hapag-Lloyd's basic values, and the standards of conduct expected of managers and employees. The Global Code of Ethics emphasises the observance of human rights as defined in the United Nations' Universal Declaration of Human Rights, and the ILO core labour standards. Hapag-Lloyd applies monitoring mechanisms aiming to uphold adherence to human rights policies through compliance monitoring and risk management.
Furthermore, Hapag-Lloyd has designed due diligence processes to promote ongoing improvements within its workforce and commits to fulfil its due diligence obligation to identify, prevent, mitigate and remedy negative impacts on human rights and the environment. Therefore, Hapag-Lloyd regularly conducts risk analyses in its own sphere of business and in its upstream value chain. In case risks are identified, Hapag-Lloyd takes measures to prevent and remedy such, followed by an examination of their effectiveness.
(S1-1 20 b) Hapag-Lloyd emphasises engagement practices through value-based leadership, where managers are expected to lead by example, foster trust and uphold Hapag-Lloyd's Corporate Values ("We care. We move. We deliver."). The organisation's feedback culture encourages honest and fair feedback and proactively addresses disputes with a commitment to deter unacceptable behaviour. Hapag-Lloyd strives to create an inclusive work environment where diversity is valued, and each employee is encouraged to contribute.

Under the GSD, employees regularly engage in a structured discussion with their supervisor. The entire process has been streamlined so that opportunities for development can be more easily identified, seized and supported.
For seafaring personnel, individual development goals and suitable training measures, which are held in cooperation with external service providers, are established during annual employee reviews.
Information on other relevant engagement channels is outlined under section 3.1.4.
(S1-1 20 c) The Company proceeds as follows to create and facilitate remedies for human rights violations: Hapag-Lloyd's complaint mechanism consists of internal reporting channels and a web-based whistleblowing hotline ("Speak Up Line") available to all Hapag-Lloyd employees as well as external parties. This procedure allows for any concerns about or indications of possible violations of due diligence obligations related to human rights or the environment to be reported anonymously. In all cases, reports are handled in a confidential manner. In case Hapag-Lloyd receives a report or if there is a justified suspicion of a possible or actual violation of their human rights or environmental standards in its own sphere of business, appropriate remedial measures are taken to prevent or halt the violation. Hapag-Lloyd expects the full cooperation of direct suppliers in devising and carrying out the appropriate remedial measures.
When human rights impacts in the Company's own operations are identified, appropriate and suitable disciplinary measures are taken in the event of violations, including termination of employment.
(S1-1 21 AR 12) Hapag-Lloyd has selected policies that are aligned with relevant internationally recognised instruments as described under section 3.1.3. The process of developing and regularly reviewing the policies also includes the alignment with the internationally recognised instruments. For example, the mentioned due diligence processes for ongoing improvements within the Company's own workforce also comprises the compliance with the UNGP.
(S1-1 23) The prevention of accidents with possible implications for people, environment, cargo and assets has high priority. Hapag-Lloyd aims to comply with applicable laws and regulations on occupational health and safety by implementing health and safety standards in accordance with these laws and regulations. This includes the provision of personal protective equipment, machine safety, emergency preparedness, incident and accident management, workplace ergonomics, chemical handling and fire protection - as required and necessary. Corresponding instructions and procedures for safe practices have been developed, trained and documented. Several components of Hapag-Lloyd's QEM, which is certified under ISO 9001 for quality management and ISO 14001 for environmental management, promote a safe and healthy work environment. This includes training and awareness creation on health and safety practices as well as communication and documentation on health and safety procedures. Moreover, Hapag-Lloyd conducts annual QEM audits in all Regions including Quality Service Centers, Areas, the Global Capability Centers, and several headquarters departments, that include the topics of emergency preparedness, evacuation procedures, and first aid. A mandatory QEM WBT was established which every employee in the Liner Shipping segment is required to complete every two years. As part of the QEM, respective roles and responsibilities are documented.

For marine personnel, Hapag-Lloyd applies the workplace accident prevention management described in its SMS. It is documented in the ISM Main Manual and described in detail in the disclosures under section 3.1.3.
(S1-1 24 a) (S1-1 24b AR 15 - AR 16) The Global Code of Ethics and the Policy Statement on Social Responsibility and Human Rights, also address the elimination of discrimination. The policies cover harassment, promote equal opportunities and other ways to advance diversity and inclusion. These policies aim to ensure equal opportunity and prohibit any form of discrimination based on national and ethnic origin, social origin, health status, disability, sexual orientation, age, gender, political opinion, religion, or ideology. Similarly, sexual harassment, child labour, forced labour and/or degrading working conditions will not be tolerated.
(S1-1 24 c) Hapag-Lloyd has specific policy commitments relating to inclusion and/or positive action for people from groups at particular risk within its own workforce, which can be found in the Global Code of Ethics. These specific commitments are:

- Promoting inclusion and diversity: Hapag-Lloyd promotes an inclusive workplace that aims to ensure equal opportunity regardless of individual differences. The organisation encourages diverse perspectives and professional development and operates channels such as the Speak Up Line to report human rights violations or discriminatory behaviour.
- Respect for human rights: Hapag-Lloyd is committed to avoiding child and forced labour as well as promoting good working conditions, occupational safety, freedom of association, fair compensation, and community rights. Employees are expected to respect and support these human rights efforts.
- Ethical and legal compliance: Hapag-Lloyd aims to comply with all local, national, and international laws to support ethical and responsible business operations.
- Management and mitigation: A competency model integrates value-based behaviours into the global employee dialogue and promotes a feedback culture.
- Anti-discrimination and complaint handling: Mechanisms such as the Speak Up Line allow for the reporting of discrimination and harassment. The Company addresses these issues promptly with preventive and remedial measures to maintain a respectful workplace.
(S1-1 24 d) Prevention, mitigation and acting on discrimination as well as advancing diversity and inclusion are considered important topics for Hapag-Lloyd. This is substantiated by the initiation of key actions related to diversity, as well as through the coverage of discrimination within Hapag-Lloyd's Global Code of Ethics.
Hapag-Lloyd has implemented policies through specific procedures to ensure discrimination is prevented, mitigated and acted upon once detected.
To advance diversity, equity and inclusion (DEI) in general, Hapag-Lloyd has started the Diversity@Hapag-Lloyd project as part of the corporate strategy. The project has already finalised an analysis phase, including a quarterly DEI Dashboard to track progress on KPIs and a global survey on DEI to identify further opportunities for creating a more inclusive environment that values and respects each individual's unique experiences and contributions. The project has also laid the foundations for a training landscape on DEI and started formulating a DEI Strategy.

# 3.1.4. Processes for engaging with own workers and workers' representatives about impacts (S1-2)

This section describes Hapag-Lloyd's engagement processes with its own workforce as well as its representatives.
(S1-2 27 AR 21, AR 23-24) Hapag-Lloyd identified no impacts on its own workforce that may arise from reducing carbon emissions and transitioning to greener and climate-neutral operations. Hapag-Lloyd engages with its own workforce through different engagement formats to inform about potential or actual material impacts. Thereby, the company conducts regular virtual town hall meetings to inform the workforce about relevant developments and potential related impacts. During these meetings, employees are invited to provide feedback through moderated question and answer sessions. Furthermore, Hapag-Lloyd conducts various anonymous surveys directed towards its employees such as the employee engagement survey and a survey on diversity. Additionally, annual one-on-one feedback sessions provide a platform for discussion between employees and managers.
The feedback collected through these channels is documented, either during the meetings or through the surveys, and subsequently analysed. Feedback is integrated into decision-making on a case-by-case basis. Employees are then informed about the outcomes of their feedback through various channels, including internal newsletters, intranet updates, and departmental meetings, ensuring that they are aware of how their input has influenced decisions.
(S1-2 27 a) To achieve this, Hapag-Lloyd collaborates with representatives of its own workforce through regular meetings with the worker's council as well as by direct engagement with the personnel. SAAM Terminals holds monthly work tables and an annual meeting with union leaders. (S1-2 27 b AR 19) The engagement with marine personnel occurs at different stages, for example during the deployment planning phase, embarkation, disembarkation and in the event of sickness. For land-based personnel, engagement takes place at least during all GSD alignments on an individual level as well as through virtual townhall meetings. The marine and land-based personnel are involved through consultation during discussions and direct conversation, to ensure a smooth and clear communication. The frequency of engagement varies but happens at least in the aforementioned stages.
(S1-2 27 c AR 18 - AR 19) The Marine Human Resources department holds operational responsibility for facilitating engagement with marine personnel, led by the Managing Director Fleet. In addition to the Regional Human Resources Heads, the Global Human Resources department holds operational responsibility for facilitating engagement with land-based personnel, led by the Managing Director Global Human Resources.
(S1-2 27 d AR 20) Marine personnel are covered by independent collective bargaining agreements which Hapag-Lloyd concludes through its membership in the German Shipowners' Association collective bargaining association in coordination with the International Transport Workers' Federation (ITF). Hapag-Lloyd also applies the regulations of the MLC. These agreements of Hapag-Lloyd do not directly enable the Company to gain insights into the perspectives of its own workforce, however, they display the organisation's striving for fair employment.

(S1-2 27 ■) The effectiveness of the engagements with employees is regularly assessed. For engagement with Liner Shipping segment employees in terms of trainings facilitated by the Hapag-Lloyd Academy, the Hapag-Lloyd Academy is in the process of implementing a Performance Scorecard which is a tool to assess the effectiveness of this engagement. For land-based personnel of the Liner Shipping segment, round table discussions with management (up to Executive Board level) are taking place, which reflect performance and potential of talents and people on the move.
(S1-2 28) To gain insight into the perspectives of marine personnel in its own workforce that may be particularly vulnerable to impacts and/or marginalisation, regular crew meetings are conducted, discussing support and the consequences of discrimination. Open dialogue and support for addressing discrimination and bias are encouraged. Considering land-based personnel, Hapag-Lloyd did not conduct similar steps, as Hapag-Lloyd did not identify land-based personnel to be particularly vulnerable to impacts. Nevertheless, the perspectives of selected groups are also regularly discussed and supported by the organisation through selected internal formats such as "Women at Hapag-Lloyd".

# 3.1.5. Processes to remediate negative impacts and channels for own workers to raise concerns (S1-3)

(S1-3 32a AR 27, S1-3 32 c) In case Hapag-Lloyd receives a specific report or a justified suspicion of a possible or actual violation of human rights or environmental standards in Hapag-Lloyd's own workforce arises, the Company takes appropriate remedial measures to prevent or halt the violation.
To assess whether the remedy offered is effective, its suitability for achieving the objective of ending the material negative impact on the Company's own workforce is examined. For this purpose, an objective is formulated for each specific case in which a material negative impact has been identified. The achievement of such objectives, including possible compensation, represents a remedy for the specific situation. The extent to which the remedial measures can contribute to achieving this objective is analysed subsequently.
(S1-3 32 b AR 28) All employees and non-employees can raise their concerns or needs directly with Hapag-Lloyd through the Company's "Speak Up Line", a confidential channel through which compliance-related concerns can be reported at any time using an online form. It is accessible worldwide and provided by an independent third-party service supplier. The processing of the reports is exclusively carried out by Hapag-Lloyd.

Apart from the channel described above, the following channels are in place:

- Land-based personnel can consult their local or regional Compliance Officer, the Global Compliance Team, or a direct supervisor. Also, they have the opportunity to contact the Ethics Committee directly as well as the local, regional or global Human Resources departments. At a regional level, further initiatives have been launched in many locations around the world, such as the installation of post boxes that employees can use to anonymously express their views on diversity-related topics and experiences.

- Marine personnel can use all the channels described above. In addition, they can report compliance violations, violations of marine labour law, human rights violations, disadvantages, or unfair treatment via a defined complaints procedure. Reports can be made to their direct superiors, the Fleet Management department, the sailor's country of origin or the ship's flag state. The MLC provides the legal framework for this process. Additionally, complaints can be raised to the ITF. As part of the ITF complaint handling procedure, complaints can be handed in directly to the captain or to an external authority of the flag state. Protection against victimisation is guaranteed by the ITF.
(S1-3 32 a) In addition to in-person training, Hapag-Lloyd's comprehensive compliance management training concept includes WBT sessions, which are compulsory within the Company's own workforce. These training sessions brief Liner Shipping segment employees about the whistleblower system, amongst other things. At SAAM Terminals the availability of whistleblower channels to own employees is also supported by trainings.
The list of the Local Compliance Officers and Regional Compliance Officers can be found on Hapag-Lloyd's Intranet. The Compliance department is responsible for overseeing the distribution of the Whistleblower and Non-Retaliation Policy, certification and related training with support from local Human Resources departments and can be contacted via the compliance email inbox for any questions and information requests.
(S1-3 32 e AR 32) All compliance-related concerns can be raised through the "Speak Up Line". Compliance-related concerns raised and addressed are handled in accordance with a standardised procedure according to the Whistleblower and Non-Retaliation Policy. Compliance-related concerns raised are processed by the Compliance department. Other relevant functions are involved to facilitate professional, confidential, and timely investigation and to decide on the measures to be taken. The whistleblower receives a confirmation that their report was received within seven days after submission and receives feedback on the status of the report, provided there is an available communication channel with them. Once an investigation is completed, the outcome that is directly related to the reported compliance-related concern is communicated to the person who raised the issue, subject to the requirements under applicable laws such as data protection legislation. In any case, even if a related concern is found to be unsubstantiated, the person who raised the issue will receive feedback, provided that communication channels are available.
The effectiveness of the whistleblowing procedure is reviewed at least once a year and if deemed necessary, additionally on an ad hoc basis.
(S1-3 33 AR 31) Hapag-Lloyd conducted a survey in the reporting period that includes the assessment of how its own workforce trust structures or processes to raise their concerns or needs and have them addressed.
(S1-3 33) To protect individuals that use channels to raise compliance-related concerns against retaliation, Hapag-Lloyd has a specific "Whistleblower and Non-Retaliation Policy" in place. Details on this policy can be found under section 4.1.2.

3.1.6. Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions (S1-4)
(S1-4 37) Hapag-Lloyd has taken up actions to manage material IROs related to Hapag-Lloyd's own workforce. The specific actions are:

- Promoting Equal Opportunities for Women
- Facilitating Training Access for all Liner Shipping segment Employees
- Promoting human rights in own operations
- Our Way of Working@Hapag-Lloyd

Action: Promoting equal opportunities for women
(S1 ESRS 2 MDR-A 68a) The global strategic project group around "Diversity@Hapag-Lloyd" developed recommendations for further measures supporting equal opportunities for all employees and provided the impetus needed for their implementation.
Measures include the working group Women@Hapag-Lloyd, which held four networking events for employees at the Company's headquarters in 2024. Furthermore, various training sessions on diverse topics such as self-marketing for women were offered.
Hapag-Lloyd also introduced programmes aimed at promoting diversity and equality in management to ensure women have equal opportunities for promotions and career advancement.

Promoting equal opportunities for women contributes to the achievement of the Global Code of Ethics policy by fostering an inclusive and diverse work environment. It also contributes to the target of equal participation of women in the Talent Development Program (TDP) and the Agile Leadership Program@Hapag-Lloyd (ALPHA) by creating a supportive environment for women, encouraging their participation and thus supporting women in having equal opportunities to develop their careers and take on leadership roles within the Company.
(MDR-A 68 b-e, 69a-c) Further action details: Promoting equal opportunities for women

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The provisions of this action apply to all female, land-based Liner Shipping segment employees excluding ATL. |
| (MDR-A 68c) <br> Time horizon | The TDP was established in 2012. The current management programme ALPHA was established in 2018. There is no specific year for the completion of this action, as it is an ongoing process. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | Women have been supported in pursuing their individual careers since the establishment of this action. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) any significant Opex and/or Capex current or future financial resources are not significant. |

Action: Facilitating training access for all Liner Shipping segment employees
(51 ESRS 2 MDR-A 69a) The Learning Management System (LMS) launched in 2020 is now firmly established. It gives Hapag-Lloyd's Liner Shipping segment employees direct access to numerous internal training measures. With the Hapag-Lloyd Academy, Hapag-Lloyd has established a structured learning architecture for further education of employees, made up of four components undergoing continuous development: Personal Competency, Functional Capability Building, Core Curriculum and Tools, Products and Processes. In addition to training sessions and workshops, it incorporates coaching and mentoring as well as leadership programmes ("Leadership Academy"). First learning pathways within the individual segments were rolled out in the Learning Campus (Digital, Data, Sustainability). Further learning pathways are under development (IT, Finance, Procurement, Cyber Security and Trade Management). There are also plans to connect various regional on-site training concepts of the individual departments and anchor them under one umbrella in the future. For future reporting periods, a continuation of this action is planned with an increased focus on the following activities:

- Improvement of LMS input data on all globally and locally conducted training via establishing processes with templates and regular communication with local partners.
- Continuous development and roll out of functional curricula on four competency levels (basic, professional, advanced and master) for the following functions: Data, Digital, Sustainability, Cyber Security, Finance, IT, Procurement, Commercial (Customer Service and Sales), Trade Management and Operations.
- Continuous development and roll out of personal competency curricula and programmes for people leaders and non-people leaders.
- Continuous roll out of new and improved web-based and instructor-led training on key tools, products, and process of the Company with the aim to train and enable the workforce.

Facilitating access to training for all Liner Shipping segment employees directly contributes to the policy objective outlined in the Academy Playbook by promoting Hapag-Lloyd's investment in its people and strengthening both personal and organisational capabilities.
(MDR-A 68 b-e, 69a-c) Further action details: Facilitating training access for all Liner Shipping segment employees

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The provisions of this action apply to all Liner Shipping segment employees excluding ATL. In principle, course contents are accessible to all (land-based) personnel. The online offerings are also available to all employees at sea. |
| (MDR-A 68c) <br> Time horizon | There is no specific year for the completion of this action, as it is an ongoing process. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 69a) <br> Progress | The published functional academy learning journeys experience a high adoption rate. The instructor-led training programme called Ignite composed of personal competency and a functional deep dive is scoring a very high average NPS of above 85. In addition, global participation in the TDP and ALPHA programmes is significant. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) any significant Opex and/or Capex current or future financial resources are not significant. |

Action: Promoting human rights in own operations
(S1 ESRS 2 MDR-A 68a) Hapag-Lloyd provides comprehensive training programmes designed to enhance the participants' understanding of high-priority risks and equip them with the necessary skills to mitigate risks effectively. Through these training initiatives, participants learn about proactive strategies, including the utilisation of grievance mechanisms, to prevent human rights violations. For future reporting periods, a continuation of this action is planned, aligning with the commitment to fostering a culture of awareness and empowerment as outlined in the Academy Playbook. By doing so, Hapag-Lloyd is taking a step towards creating a workforce that is equipped to take prompt and appropriate action to prevent human rights abuses. As part of the comprehensive onboarding process, all employees undergo mandatory training on the organisation's corporate culture, legal requirements, and Company guidelines, ensuring a solid foundation for their roles. To further prevent human rights violations and promote environmental due diligence, Hapag-Lloyd has implemented targeted training sessions and workshops for relevant departments.

Moreover, a global communication campaign has been launched to raise awareness about Hapag-Lloyd's "Speak Up Line" complaint mechanism, and the organisation's Intranet is utilised to disseminate information on human rights risks.
Additionally, Hapag-Lloyd prioritises compliance with working hours and overtime regulations through collective agreements, contractual provisions, and dedicated training for new employees. Working hours are recorded at locations and on vessels, using electronic systems or manual recording methods.
(MDR-A 68 b-e, 69a-c) Further action details: Promoting human rights in own operations

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The provisions of this action apply to all Liner Shipping segment employees excluding ATL. |
| (MDR-A 68c) <br> Time horizon | There is no specific year for the completion of this action, as it is an ongoing process. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | No input on progress as no disclosure in previous period. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) any significant Opex and/or Capex current or future financial resources are not significant. |

# Action: Our Way of Working@Hapag-Lloyd

(S1 ESRS 2 MDR-A 68a) Flexibility and scope for employees to choose their working hours and place of work have become important levers for Hapag-Lloyd. Given such measures are compatible with work processes, they enable Hapag-Lloyd's employees to balance their work and private life. The organisation is actively shaping the working environment with the express intention of enabling an environment that provides a healthy work-life balance. For future reporting periods, a continuation of this action is planned.

The "Our Way of Working@H apag-Lloyd" initiative contributes to the objectives outlined in the Global Code of Ethics by promoting a supportive and flexible working environment in line with the Company's commitment to fair working conditions, respect for human rights, diversity, health and safety and the overall well-being of employees.
H apag-Lloyd's hybrid working model gives shore-based personnel worldwide the option of working remotely up to twice a week. Globally, there is a positive uptake of this offering. Transition workshops were held at H apag-Lloyd's N orth Europe headquarters to support interested employees to get started and familiarise themselves with remote working. Additionally, a global cloud solution was introduced to further facilitate mobile working.
(MDR-A 68 b-e, 69a-c) Further action details: O ur Way of Working@H apag-Lloyd

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The provisions of this action apply to all L iner Shipping segment employees excluding ATL. |
| (MDR-A 68c) <br> Time horizon | There is no specific year for the completion of this action, as it is an ongoing process. |
| (MDR-A 68d) <br> Key action for <br> harm mitigation | This action was not initiated to provide for and cooperate in or support the provision <br> of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | Progress has been made with widespread adoption of remote working, modernisation of office <br> spaces, provision of childcare services and improving working conditions for marine personnel, <br> especially those under the German flag. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) <br> any significant Opex and/or Capex current or future financial resources are not significant. |

(51-4 38 a AR 42) A part from the specific ESRS-compliant actions taken and described above, H apag-Lloyd conducted no overarching and global actions to prevent or mitigate impacts on own workforce.
(51-4 38 b) H apag-Lloyd identified the following actual material impacts within all impacts related to its own workforce:

- [Negative impact] Occurrence of health and safety incidents
- [Positive impact] Contributing to well-being of workforce through fair working conditions
- [Positive impact] Promoting development of employees

The actions taken are thereby partly related to actual material impacts. The actual negative impact of health and safety incidents occurring is currently not addressed by any specific action, but remediation steps are taken up on an ad hoc basis whenever deemed necessary.
(51-4 38 c AR 42) H apag-Lloyd has taken up additional initiatives with the primary purpose of delivering positive impacts for its own workforce that relate to work-life balance. The enhanced internet capabilities provided by $S$ tarlink onboard of H apag-Lloyd's vessels not only support the seafarers' mental well-being by keeping them connected to their families and friends but also enables them to stay updated with global events. Part of the O ur Way of Working@H apag-Lloyd

project is providing the appropriate infrastructure. This includes advanced software and hardware such as collaboration systems and video conferencing equipment as well as modern office concepts that are gradually being integrated throughout the Company that aim to further promote employee collaboration and well-being. In 2024, the area office in Hamburg reopened, after extensive modernisation measures.
(S1-4 38 d AR 38 - AR 39) In order to monitoring the effectiveness of actions and initiatives in delivering outcomes for the Company's own workforce, they undergo annual validation by the respective departments and are reviewed by the SC.
(S1-4 39 AR 34) Hapag-Lloyd carries out regular surveys at the local, topic-based and department level to monitor employee satisfaction in respect to their job fulfilment, work-life balance, career prospects, and recognition of their work. The gathered information delivers valuable insights, which are used to identify relevant action needs. Furthermore, the identification of necessary actions is carried out by both the SC and the Ethics Committee.
(S1-4 40 a AR 44 - AR 45, AR 47) There are no specific actions planned or underway to mitigate material risks arising from impacts and dependencies on the Company's own workforce apart from the actions outlined above. (S1-4 40 b) There are also no specific actions planned or underway to pursue material opportunities in relation to the Company's own workforce.
(S1-4 41 AR 37) Hapag-Lloyd aims to ensure that its practices do not cause or contribute to material negative impacts on its own workforce through established due diligence processes in the context of the GSCA. The GSCA mandates a risk assessment related to its workforce at least once a year, which encompasses an evaluation of employee satisfaction. Practices that cause or contribute to material negative impacts can thereby be identified, and specific measures can be initiated based on the risk analysis results.
(S1-4 43) Hapag-Lloyd has not allocated significant resources specifically related to the management of material impacts.
(S1-4 AR 43) There are no identified negative impacts on workers that arise specifically from the transition to a greener, climate-neutral economy.
(S1.MDR-A 13-14, ESRS 2 MDR-A 62) The actions outlined above cover the material topics of diversity and equal opportunities, training and further education, human rights in the Company's own workforce and work-life balance. No specific actions are adopted in relation to other material topics.

There are currently no dedicated action plans in place to manage the material IROs related to other material topics. Hapag-Lloyd aims to ensure that the Company can respond to circumstances and developments during the reporting year as flexibly as possible. In line with the above-described steering process Hapag-Lloyd is continuously evaluating if the initiation of specific ESRS compliant actions is required.

3.1.7. Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S1-5)
(S1-5 46 AR 50- AR 52, ESRS 2 MDR-T 80a) Hapag-Lloyd defined one CSRD compliant target to manage material IROs related to its own workforce:

- The equal gender split for TDP and ALPHA is linked to the policy objectives outlined in the Global Code of Ethics by fostering an inclusive and diverse work environment, promoting human rights and encouraging leadership to set a progressive example.

Target on diversity and equal opportunities
(MDR-T 80b-j) Further target details: Equal gender split for TDP and ALPHA

| MDR | Disclosure |
| :--: | :--: |
| (MDR-T 80b) <br> Measurable/ <br> nature of target | Defined target level: 50\% <br> Nature of target: percentage |
| (MDR-T 80c) <br> Scope | The target applies to employees included in Hapag-Lloyd's TDP and ALPHA. |
| (MDR-T 80d) <br> Baseline value/year | Baseline year: 2022 <br> Baseline value: Share of women of $47 \%$ in TDP and $37 \%$ in ALPHA |
| (MDR-T 80e) <br> Period | Target year: 2030 |
| (MDR-T 80f) <br> Methodologies and assumptions | The target level is based on the ambition of achieving true gender parity in Hapag-Lloyd's TDP and ALPHA programmes. No specific methodology and assumptions were used. |
| (MDR-T 80g) <br> Scientific evidence | This datapoint is not applicable here, as it only relates to environmental targets. |
| (MDR-T 80h) <br> Stakeholder involvement | The Company's own workforce or workers' representatives were not involved in the process of setting the target. |
| (MDR-T 80i) <br> Changes and limitations | There were no changes to the targets and corresponding metrics or underlying measurement methodologies, significant assumptions, limitations, sources, and processes to collect data adopted within the defined time horizon. |
| (MDR-T 80j) <br> Performance | Performance against target: share of women in TDP was $46 \%$ in 2024, and $41 \%$ in ALPHA |

(S1-5 47a) When setting the targets on equal gender split for TDP and ALPHA, representatives from the workforce were not actively included. (S1-5 47b) Similarly, there was no direct engagement in tracking Hapag-Lloyd's performance against the targets on equal gender split for TDP and ALPHA.
(S1-5 47c) Considering the identification of specific lessons or improvements resulting from the Company's performance against the targets, no direct engagement with its own workforce or workers' representatives has taken place.
(S1 ESRS 2 81) The target outlined under section 3.1.7 covers the material topic of diversity and equal opportunities. Apart from the above-mentioned target Hapag-Lloyd has not set further CSRD-compliant targets in the reporting year for the following matters, as they are covered by existing processes and standards described in the S1 chapter: fair remuneration, human rights in own operations, work-life balance, health and safety, and training and further education.

(S1 ESRS 281 b) Hapag-Lloyd tracks the effectiveness of policies and actions in relation to material sustainability-related IROs. (S1 ESRS 281 b ) To monitor the effectiveness of the relevant policies and actions in terms of material IROs, they are validated by the respective departments and reviewed by the SC. The SC will assess the need to develop and implement measurable outcomeoriented targets in line with ESRS requirements. (S1 ESRS 281 b ) Hapag-Lloyd has not defined a specific ambition level to be achieved and no additional qualitative and quantitative indicators are used to evaluate the progress in relation to the Company's own workforce, apart from the target disclosed under section 3.1.7. Nevertheless, Hapag-Lloyd strives to minimise the number of violations to any of its policies and has zero tolerance for human rights violations and discrimination in particular.

# 3.1.8. Characteristics of the undertaking's employees (S1-6)

Detailed demographic information and employment conditions of Hapag-Lloyd's own workforce are provided in this section.
(S1-6 50a) Number of employees by gender

| | 2024 | | | |
| :-- | :--: | :--: | :--: | :--: |
| Headcount | Male | Female | Diverse | Total |
| Total | $\mathbf{1 0 , 5 1 3}$ | $\mathbf{6 , 3 9 0}$ | $\mathbf{2}$ | $\mathbf{1 6 , 9 0 5}$ |

(S1-6 50a) Number of employees in countries with 50 or more employees representing at least $10 \%$ of total number of employees

| Headcount | | | | 2024 |
| :-- | :--: | :--: | :--: | :--: |
| Germany | | | | 3,822 |
| India | | | | 2,476 |
| Total | | | | $\mathbf{6 , 2 9 8}$ |

(S1-6 50b) Information on employees by contract type and gender

| | 2024 | | | |
| :-- | --: | --: | --: | --: |
| Headcount | Male | Female | Diverse | Total <br> employees |
| Number of permanent employees | 8,553 | 6,053 | 2 | $\mathbf{1 4 , 6 0 8}$ |
| Number of temporary employees | 1,091 | 250 | - | $\mathbf{1 , 3 4 1}$ |
| Number of employees without guaranteed working hours | 869 | 87 | - | $\mathbf{9 5 6}$ |
| Total | $\mathbf{1 0 , 5 1 3}$ | $\mathbf{6 , 3 9 0}$ | $\mathbf{2}$ | $\mathbf{1 6 , 9 0 5}$ |

(S1-6 50c) Employee turnover

| | 2024 |
| :-- | --: |
| Number of employees who have left the group | 1,741 |
| Share of employee turnover | 10.3\% |

(S1-6 50 d AR 60) The following data sources were used when compiling the employee-related data: For its Liner Shipping segment, Hapag-Lloyd employee data is available in centralised systems for all land and marine personnel respectively. The figures were supplemented by the results of the decentralised data collection from all legal entities (mainly from the Terminal \& Infrastructure segment), that had not been reflected yet. The count of employees includes apprentices and dual students. No assumptions were used when compiling the data. (S1-6 50 d L iI) The numbers of employees are reported in headcount as end of reporting period values.
(S1-6 50 e AR 58) Within the Terminal \& Infrastructure segment a proportion of dock workers are counted as non-guaranteed hour workers. In certain locations dock workers are provided by third-party companies and therefore counted as non-employees. Likewise, facility management related services are provided by non-employees from third-party companies. Furthermore, a smaller number of non-employees work as agency drivers for Hapag-Lloyd's trucking services. (S1-6 50 f) The reported information on employees is linked to the number in the financial statement disclosed in the chapter on basic principles of the Group as part of the management report.
3.1.9. Characteristics of non-employee workers in Hapag-Lloyd's own workforce (S1-7) (S1-7 55a) The number of non-employees is 2,126. (S1-7 55b) The following data sources were used when compiling the employee-related data: For its Liner Shipping segment, non-employee data is available in centralised systems for all land and marine personnel respectively. The figures were supplemented by the results of the decentralised data collection from all legal entities (mainly from the Terminal \&Infrastructure segment), that had not been reflected yet.

The following assumptions are used when compiling the data:

- Leased personnel and self-employed persons are included, external companies providing services etc. are excluded as they are not part of the workforce. Such suppliers are required to sign a SCoC and their employees are regarded as workers in the value chain.
(S1-7 55 b L iI) The numbers of non-employees are reported in headcount format and as end of reporting period values.
3.1.10. Collective bargaining coverage and social dialogue (S1-8)

This section details the extent of collective bargaining coverage and the state of social dialogue between Hapag-Lloyd and its own workforce.
(S1-8 60 a) In the reporting year, the percentage of total employees covered by collective bargaining agreements in the EEA was $83.5 \%$.

(S1-8 AR 70) Within the EEA, significant employment is relevant in Germany, with over 96\% of employees in Germany covered by workplace representation.
(S1-8 AR 70) Collective bargaining coverage and social dialogue

| | Collective Bargaining Coverage | Social Dialogue |
| :--: | :--: | :--: |
| Coverage Rate | Employees - EEA (for countries $>50$, representing at least $10 \%$ of tot. employees) | Workplace representation - EEA only (for countries $>50$, representing at least $10 \%$ of tot. employees) |
| $0-19 \%$ | | |
| $20-39 \%$ | | |
| $40-59 \%$ | | |
| $60-79 \%$ | | |
| $80-100 \%$ | Germany | Germany |

The table shows the share of employees in Hapag-Lloyd's own workforce that are covered by workers' representatives in each EEA country in which Hapag-Lloyd has significant employment. (S1-8 63 b) Hapag-Lloyd's workers' council for seafarers is member of the European Works Council and there is an agreement in place between Hapag-Lloyd and the European Works Council.

# 3.1.11. Diversity metrics (S1-9)

This section provides metrics related to diversity within Hapag-Lloyd, including a breakdown of its own workforce according to different genders.
(S1-9 66a) Gender distribution at top management level

| | 2024 | |
| :-- | --: | --: |
| Headcount | Number of employees <br> at top management level | Share of employees at top <br> management level |
| Male | 127 | $82.5 \%$ |
| Female | 27 | $17.5 \%$ |
| Diverse | - | - |
| Total | $\mathbf{1 5 4}$ | $\mathbf{1 0 0 . 0 \%}$ |

(S1-9 AR71) Hapag-Lloyd's top management in the Liner Shipping segment includes the two leadership levels below the executive board. In the Terminal \& Infrastructure segment top management is defined as HGT's management board and the leadership level below the board as well as the management board and the senior vice presidents at SAAM Terminals.
(S1-9 66b) Distribution of employees' age by category

| | 2024 | |
| :-- | --: | --: |
| Headcount | Number of employees | Share of the total number of employees |
| Under 30 years old | 4,211 | $24.9 \%$ |
| 30-50 years old | 9,861 | $58.3 \%$ |
| Over 50 years old | 2,833 | $16.8 \%$ |
| Total | $\mathbf{1 6 , 9 0 5}$ | $\mathbf{1 0 0 . 0 \%}$ |

3.1.12. Entity-specific metrics related to diversity

Diversity in management programmes

| | 2024 |
| :-- | --: |
| Share of female employees in TDP | $46.1 \%$ |
| Share of female employees in ALPHA | $41.2 \%$ |

The entity-specific metrics are of strategic relevance for Hapag-Lloyd as they relate to the positive impact of leading by example with a diverse management team as well as to the opportunity to attract and retain talents through diverse teams. Furthermore, they address the risk of potentially losing talent where equal opportunities are not ensured. By tracking those metrics Hapag-Lloyd can facilitate the steering of actions contributing to the IROs.

Apprenticeship metric

2024
Retention rate after completion of apprenticeship

This entity-specific metric is of strategic relevance for Hapag-Lloyd as it relates to the opportunity to attract and retain talents through diverse teams, especially regarding age structure, as well as the opportunity to minimize employee turnover through high labour and safety standards. Tracking this metric enables Hapag-Lloyd to facilitate the steering of actions contributing to the mentioned IROs.
3.1.13. Adequate wages (S1-10)
(S1-10 69 AR 72 - AR 74) Hapag-Lloyd defines adequate wages to be in line with minimum wages. All Hapag-Lloyd employees are paid minimum wages according to national law. Therefore, no employees are paid below the adequate wage benchmark.
3.1.14. Health and safety metrics (S1-14)
(S1-14 88a) Percentage of employees covered by own health and safety management system

2024
Share of people in its own workforce who are covered by health and safety management system based on legal requirements and (or) recognised standards or guidelines

## (S1-14 88b) Number of fatalities

Number of fatalities in own workforce as result of work-related injuries and work-related ill health

Number of fatalities as result of work-related injuries and work-related ill health of other workers working on group's sites

(S1-14 88c) Recordable work accidents

| | 2024 |
| :--: | :--: |
| Number of recordable work-related accidents for own workforce | 121 |
| Number of total hours worked by own workers - own workforce | $35,502,152$ |
| Rate of recordable work-related accidents for own workforce (per million working hours) | 3.4 |
| Rate of recordable work-related accidents - non-employees (per million working hours) | 11.8 |
| Rate of recordable work-related accidents - employees (per million working hours) | 2.3 |

(S1-14 88d) Work-related ill health

| | 2024 |
| :-- | --: |
| Number of cases of recordable work-related ill health for employees | 2 |

# 3.1.15. Remuneration metrics (S1-16)

(S1-16 97a AR 98-100) Unadjusted gender pay gap

| | 2024 |
| :-- | --: |
| Gender pay gap | $6 \%$ |

(S1-16 97 b AR 101) Annual total remuneration ratio

| | 2024 |
| :-- | --: |
| Annual total remuneration ratio (CEO pay gap) | 108 |
| Annual median total compensation for all employees (EUR) | 39,105 |

(S1-16 97 c AR 99, AR 102) The unadjusted gender pay gap is defined as the difference of average pay levels between female and male employees. The disclosed unadjusted gender pay gap is also known as the unadjusted pay gap. In Hapag-Lloyd's view, no substantive conclusions can be drawn from the unadjusted gender pay gap since it does not consider differences in, for example type of work or hierarchy. In 2025, Hapag-Lloyd will conduct a larger project to analyse the unadjusted gender pay gap in detail and assess whether the adjusted pay gap indicates a need for action.

The following data sources were used when compiling the employee-related data: For its Liner Shipping segment, data on annual total remuneration is available in centralised systems for all land and marine personnel respectively. The figures were supplemented by the results of the decentralised data collection from all legal entities (mainly from the Terminal \& Infrastructure segment), that had not been reflected yet.

The following assumptions are used when compiling the data:

- Unadjusted gender pay gap is based on average gross hourly earnings of female and male employees.
- In computing the unadjusted gender pay gap Hapag-Lloyd calculates the difference of the gross hourly pay levels of male employees to female employees divided by the gross hourly pay level of male employees as advised by the ESRS Standard S1-16 AR 98 b.
- Annual median total compensation for all employees is based on total compensation data at the individual employee level.
- Compensation includes base salary, benefits in cash as well as direct remuneration

# 3.1.16. Incidents, complaints and severe human rights impacts (S1-17)

(S1-17 103 a,b,c) Number of complaints, incidents and fines

| | 2024 |
| :--: | :--: |
| Number of incidents of discrimination | 14 |
| Number of complaints filed through channels for people in own workforce to raise concerns | 214 |
| Number of complaints filed to National Contact Points for OECD Multinational Enterprises | - |
| Amount of fines, penalties, and compensation for damages as result of incidents of discrimination, including harassment and complaints filed | - |

(S1-17 103 c AR 103-AR 106) As there were no fines, penalties, and compensation for damages in the reporting period a reconciliation with the key financial statement figures is not applicable.
(S1-17 103 d AR 103-AR 106) The following assumptions are used when compiling the data:

- A complaint is an indication of potential compliance-related concerns. A compliance-related concern is any non-compliant or illegal conduct which a person may suspect, on reasonable grounds, has occurred or is occurring implicating Hapag-Lloyd and/or its employee(s). This includes, but is not limited to bribery, corruption, competition law violations, fraud, money laundering, sanctions, data breaches, discrimination and harassment, any violation of human rights, social and environmental obligations.
- Incidents of discrimination including confirmed cases that lead to legal proceedings and/or termination of employment or result in disciplinary action are counted. Harassment, including sexual harassment, is defined in accordance with the GSCA.
- The number of complaints is stated excluding those cases already reported under number of incidents of discrimination.
- In case the complaint is classified as a confirmed incident of discrimination in a different reporting year it will be reported in the year the complaint is handed in as complaint and in the year when the case is classified as such. However, there were two cases that were handed in and classified in 2023 that were not reported in 2023 due to reporting errors. Data is based on the channels introduced under section 3.1.5.

(51-17 104 a,b) Severe human rights issues

| | 2024 |
| :-- | --: |
| Number of severe human rights issues and incidents connected to own workforce | 2 |
| Amount of material fines, penalties, and compensation for damages as result of violations <br> regarding social and human rights factors | - |

The following definitions and assumptions are used when compiling the data:

Human rights violation is a deliberate act that infringes on or denies an individual or group's fundamental rights, even unintentionally. It is a violation of law and often involves a pattern of abuse. Examples of human rights violations include child labour, forced labour, union-busting, discrimination, harassment, and withholding wages or paying incorrectly.
Human rights incident is a single event or occurrence that may or may not constitute a human rights violation. It is not necessarily a deliberate act and may be the result of negligence, incompetence, or other factors. Incidents can lead to legal consequences if the employer is found to be negligent or in violation of labour laws. Examples of human rights incidents include accidental workplace injuries and an unintended wage calculation error.

A human rights violation or a human rights incident always supposes a negative impact on human rights. A negative human rights impact occurs when an action removes or reduces the ability of an individual to enjoy their human rights.
A negative human rights impact (violation or incident) is severe in virtue of one or more of the following characteristics: its scale, scope, or irremediability.
Scale means the gravity of the impact on the human right(s), it considers the extent to which the impact affects individuals' lives.
Scope means the number of individuals that are or could be affected.
Irremediability means the difficulty or impossibility of restoring those impacted to their prior enjoyment of the rights.

If the human rights impact is grave or affects several individuals or cannot be easily reversed, the severity is given.
In case a confirmed human rights issue or incident is a form of discrimination it will be counted as a severe human rights issue or incident and incident of discrimination.
If a complaint is classified as a confirmed severe human rights issue or incident in a different reporting year it will be reported in the year the complaint is handed in as complaint and in the year when the case is classified as such. Data is based on the following channels: third-party complaint mechanisms, public reports or the media, lawsuits.

The cases reported under the KPI "Number of severe human rights issues and incidents connected to own workforce" are also classified as incidents of discrimination and reported under the KPI "Number of incidents of discrimination".
(S1-17 104 a AR 103-AR 106) Of the severe human rights issues and incidents connected to the Company's own workforce, none were cases of non-respect of UN Guiding Principles and OECD Guidelines for Multinational Enterprises.
During the reporting year two cases of severe human rights issues have been reported through the available channels.

There was one case of alleged sexual harassment that has been handled thoroughly and effectively by Hapag-Lloyd's compliance department, ethics committee and global human rights office. After investigation and substantiation of the allegations, the case was closed following the termination of employment contract with the alleged harasser and implementation of awarenessraising measures within less than two months after the reporting date.
There was one case of alleged harassment that was identified through submitted complaints via the whistleblower channel. An independent investigation was conducted by an external legal firm. Provisional measures were taken to reduce interference risks and ensure a fair investigation. After substantiating the allegations, appropriate corrective actions were taken, including the termination of the individual's employment contract. The recommendations from the external investigation were implemented, reflecting an effort to strengthen internal processes and prevent similar risks in the future.

The established human rights due diligence processes proved effective in identifying the human rights violation in both cases through existing grievance mechanisms and in providing adequate remedy and prevention of future incidents of harassment and sexual harassment. By taking these steps, Hapag-Lloyd has demonstrated its commitment to upholding human rights standards, such as the UNGPs and OECD Guidelines.
Based on the information available, the prevailing cases can be classified as a human rights violation. However, as these cases were handled in accordance with the human rights approach of the UNGPs and the OECD Guidelines, these standards were not violated.
(S1-17 104 b AR 103-AR 106) As there were no fines, penalties, and compensation for damages in the reporting period a reconciliation with the key financial statement figures is not applicable.

# 3.1.17. Minimum disclosure requirements - metrics (S1 MDR-M)

Employee data is based on reporting date 31.12.2024 and includes permanent, temporary and non-guaranteed hours employees. Any deviations from this are disclosed under methodology and assumptions.

(S1-8) Characteristics of the undertaking's employees
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Gender equality and equal pay for work of equal value

## Metric

Number of employees (headcount)

Percentage of employee turnover

Number of employees who have left undertaking

## Methodology\& assumptions

This covers all employees who perform work for any of the company's entities included in its sustainability reporting. An employee is an individual who is in an employment relationship with the company according to national law or practice.

The KPI is determined by dividing the number of employees who have left during the year-whether due to employer-initiated or employee-initiated departures (excluding contract expirations)-by the total number of employees on the reporting date of 31.12.2024. Exits of non-guaranteed hour employees are excluded, as their contracts are temporary and subject to frequent changes.

The KPI reflects the number of employees who have left during the year whether due to employer-initiated or employee-initiated departures (excluding contract expirations).
(S1-7) Characteristics of non-employee workers in the undertaking's own workforce
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Gender equality and equal pay for work of equal value

## Metric

Number of non-employees in own workforce

## (MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric

Methodology \& assumptions
This KPI includes people provided by third-party employers, for example dock workers, facility management related services and agency drivers for trucks.
(S1-8) Collective bargaining coverage and social dialogue
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Collective bargaining, including rate of workers covered by collective agreements

## Metric

Percentage of total employees covered by collective bargaining agreements

## Methodology\& assumptions

This KPI is calculated by dividing the number of employees covered by collective bargaining agreements by the total number of employees inside EEA.

| (51-10) Adequate wages | |
| :--: | :--: |
| (MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity | |
| Related material sustainability topic: Adequate wages | (MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric |
| Metric | Methodology\&assumptions |
| Percentage of employees paid below the applicable adequate wage benchmark | Adequate wages have been defined as the minimum amount of remuneration that an employer is required to pay wage earners for the work performed during a given period, which cannot be reduced by collective agreement or an individual contract, also known as minimum wage. This KPI is calculated by dividing the number of employees paid below adequate wage per country where workers earn below applicable adequate wage benchmarks by the total employees per country where workers earn below applicable adequate wage benchmarks. |

# (51-14) Health and safety metrics

(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity
Related material sustainability topic: Health and safety

## Metric

Number of recordable work-related accidents for own workforce

Number of total hours worked by own workers

The number of total hours worked by the own workforce is based on the actual working hours, including overtime, if available. Otherwise, contractual working hours are used, including calculations for holidays, vacations, and average sick days applicable on a country basis. For non-employees, the hours are based on the billed hours. Due to a mid-year implementation of a new centralised time and attendance software for seafarers, their working hours were extrapolated for the whole year based on the actual working hours including overtime for the months of October to December 2024.

(S1-16) Compensation metrics (pay gap and total compensation)
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Adequate wages

## Metric

Unadjusted gender pay gap

## (MDR-M 77a) Disclosure of methodologies

and significant assumptions behind metric

## Methodology\&assumptions

Hapag-Lloyd calculates the unadjusted gender pay gap of the gross hourly pay levels of male employees to female employees as advised by the ESRS Standard S1-16 AR 98 b. The KPI covers all employees with available compensation data in the source system.
Compensation includes base salary, benefits in cash as well as direct remuneration. Due to immateriality within the context of this KPI, company cars and expat expenses were not included.
Pension contributions follow fixed company or statutory models. There is therefore no risk of discrimination on the basis of gender or other characteristics. The contributions are based either on salary levels or other objective criteria. Employer pension expenses are therefore not included. All employee contributions to pension schemes, both state and company schemes, are taken into account as part of the remuneration data used to calculate the gender pay gap.

Annual median total compensation for all employees

## Data is based on actual figures from Human Resources software.

Annual median total compensation for all employees is based on total compensation data on level of individual employees. The KPI covers all employees with available compensation data in the source system. Compensation includes base salary, benefits in cash as well as direct remuneration.
Due to immateriality within the context of this KPI, company cars and expat expenses were not included. To ensure consistency, pensions are processed in the same way as for the gender pay gap.

## Annual total remuneration ratio

Data is based on actual figures from Human Resources software. Annual median total compensation for all employees is based on total compensation data on level of individual employees. All employees with available compensation data in the source system are included. Compensation includes base salary, benefits in cash as well as direct remuneration. Due to immateriality within the context of this KPI, company cars and expat expenses were not included. To ensure consistency, pensions are processed in the same way as for the gender pay gap.
The assessment of the highest-paid individual considers the renumeration of the Executive Board and Supervisory Board. The KPI is calculated by dividing the annual total compensation for Hapag-Lloyd's highest paid individual by the median employee annual total compensation.

(51-17) Incidents, complaints and severe human rights impacts
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Measures against violence and harassment in the workplace

## Metric

Number of incidents of discrimination

Number of complaints filed through channels for people in own workforce to raise concerns

## Methodology\& assumptions

The data sources are the established companies' channels to raise concerns (see section 3.1.5).
Incidents of discrimination that include confirmed cases that lead to legal proceedings and/or termination of employment or result in disciplinary action are counted.
If the complaint is classified as a confirmed incident of discrimination in a different reporting year it will be reported in the year the complaint is handed in as complaint and in the year when the case is classified as such.

The data sources are the established companies' channels to raise concerns (see section 3.1.5).
A complaint is an indication of potential compliance related concerns.
A compliance-related concern is any non-compliant or illegal conduct which a person may suspect, on reasonable grounds, has occurred or is occurring implicating Hapag-Lloyd and/or its employee(s). This includes, but is not limited to bribery, corruption, competition law violations, fraud, money laundering, sanctions, data breaches, discrimination and harassment, any violation of human rights, social and environmental.
If the complaint is classified as a confirmed incident of discrimination in a different reporting year it will be reported in the year the complaint is handed in as complaint and in the year when the case is classified as such.
Hapag-Lloyd includes officially reported cases from OECD national contact points that are communicated via email and/or letters to the Company.

Data is collected in the whistleblower system. Every responsible case examiner has to include information about fines, penalties and compensation for damages in the system.

Data is based on recorded instances of lawsuits that resulted in a conviction, formal complaints reported through the described complaint mechanism (see section 3.1.5), as well as serious allegations in public reports or the media. The latter is aided by a third-party software.
A negative human rights impact that is severe by virtue of one or more of the following characteristics: its scale, scope or iremediability. Scale means the gravity of the impact on the human right(s). Scope means the number of individuals that are or could be affected. Irremediability means the ease or otherwise with which those impacted could be restored to their prior enjoyment of the right(s).
Hapag-Lloyd includes officially reported cases from OECD national contact points that are communicated via email and/or letters to the Company.

| Amount of fines, penalties, and compensation for damages as result of incidents of discrimination, including harassment and complaints filed | Data is collected in the whistleblower system. Every responsible case examiner has to include information about fines, penalties and compensation for damages in the system. |
| :--: | :--: |
| Number of severe human rights issues and incidents connected to own workforce | Data is based on recorded instances of lawsuits that resulted in a conviction, formal complaints reported through the described complaint mechanism (see section 3.1.5), as well as serious allegations in public reports or the media. The latter is aided by a third-party software. <br> A negative human rights impact that is severe by virtue of one or more of the following characteristics: its scale, scope or iremediability. Scale means the gravity of the impact on the human right(s). Scope means the number of individuals that are or could be affected. Irremediability means the ease or otherwise with which those impacted could be restored to their prior enjoyment of the right(s). |
| Number of severe human rights issues and incidents connected to own workforce that are cases of non respect of UN Guiding Principles and OECD Guidelines for Multinational Enterprises | Responsible data collectors screen all cases of severe human rights ssues and analyse whether the case constitutes a case of non-respect of UN Guiding Principles and OECD Guidelines for Multinational Enterprises. |
| Amount of fines, penalties, and compensation for severe human rights issues and incidents connected to own workforce | Data is collected in the whistleblower system. Every responsible case examiner has to include information about fines, penalties and compensation for damages in the system. |

(51) Entity-specific
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topic: Gender equality and equal pay for work of equal value; training and skills development

| Metric | Methodology\&assumptions |
| :--: | :--: |
| Share of female employees in TDP <br> Share of female employees in ALPHA | The share is calculated by dividing the number of female participants by the total number of participants enrolled on the reporting date 31.12.2024. |
| Retention rate after completion of apprenticeship | An apprentice is an individual who is being paid to learn an art or skill and receive on-the-job training from a more experienced person in a company. The apprentice completes the programme with a degree or certification. The retention rate is calculated by dividing the number of apprentices that continue to work for the Company after they completed their apprenticeship by the total number of apprentices that completed their apprenticeship in the reporting year. |

# 3.2. Workers in the value chain (S2)

### 3.2.1. Material impacts, risks and opportunities (S2 IROs)

In the DMA (see section 1.10) three material IROs in relation to Hapag-Lloyd's material topic of labour standards and human rights in the supply chain were identified.
(S2 SBM-3 11, AR 6-7) When fulfilling the requirements of ESRS 2 SBM-3 48, Hapag-Lloyd's disclosure scope includes all workers in the value chain who are likely to be materially impacted by the Company's operations, products, services, or business relationships. Identified actual and potential impacts on Hapag-Lloyd's value chain workers do not originate from its strategy and business model.

## Material IROs

[Potential negative impact] Non-compliance with labour standards or unfair working conditions Non-compliance with human rights along the supply chain can lead to negative social impacts for example mental and physical health.
[Actual positive impact] Contributing to well-being of workers in the value chain through fair working conditions
Promoting decent work standards for workers in the value chain can help to prevent human rights violations.
[Opportunity] Improve reputation through high labour and safety standards
Demonstrating a commitment to fair labour practices and human rights can improve the reputation as a socially responsible and trustworthy company.

## Definition and groups of workers in the value chain

(S2 SBM-3 11a i-v) A worker in the value chain is defined as an individual performing work in the value chain, regardless of the existence or nature of any contractual relationship with the undertaking. Hapag-Lloyd identified two types of workers in the value chain who could be subject to material impacts by Hapag-Lloyd's own operations or through its value chain among the five predefined types as per S2 SBM-3 11a. They apply as follows:

## Worker type specification

from S2 SBM-3 11a

Workers working on the undertaking site, but who are not part of own workforce

Workers working for entities in the undertaking's upstream value chain

## Identified types of workers in the value chain

- Land-based personnel from external companies fulfilling services for example auditors, consultants, photographers, workers in the container handling (container terminals), container maintenance and repair
- Seafarers on Hapag-Lloyd owned ships not managed by Hapag-Lloyd (from third-party management) where Hapag-Lloyd has a contract with a third-party management which works with crewing agencies
- Land-based personnel from external companies fulfilling services, for example workers in the vessel building\&recycling process, workers in the pre- and on-carriage activities, for example truckers
- Seafarers from crewing agencies on chartered ships by HapagLloyd
- No identified groups subject to material impacts, as worker types not relevant for Hapag-Lloyd's value chain

| Worker type specification from S2 SBM-3 11a | Identified types of workers in the value chain |
| :--: | :--: |
| Workers working in the operations of a joint venture or special purpose vehicle involving the reporting undertaking | - No identified groups subject to material impacts as worker types not relevant for Hapag-Lloyd's value chain |
| Workers who (within the prior categories or additionally) are particularly vulnerable to negative impacts whether due to their inherent characteristics or to the particular context, such as trade unionists, migrant workers, home workers, women or young workers | - No identified groups subject to material impacts as worker types not relevant for Hapag-Lloyd's value chain |

Impacts that relate to Hapag-Lloyd's own operations and value chain, including through its products or services, as well as through its business relationships affect the two identified relevant worker type groups in the same way.
In light of increasing regulatory landscape for a company's value chain, it is worth noting that there are differences in how risks are perceived, particularly in light of the GSCA and the CSRD. Under the CSRD, companies have to report on significant risks which have an impact and/or are financially material, while the GSCA focuses on preventing and mitigating human rights and environmental impacts, even if the financial consequences for the company are not immediately apparent.

# Managing labour-related practices and risks in the value chain

(S2 SBM-3 11b) Based on the risk concept of the GSCA, in which entities from the Terminal \& Infrastructure segment of Hapag-Lloyd were considered as suppliers, the risk analysis identified potential country specific risks for forced or compulsory labour and child labour in the following geographic areas:

- Africa, Latin America, Middle East, India, Bangladesh, East Asia

As Hapag-Lloyd has business activities within these geographic areas, the organisation is generally exposed to those risks that were classified as medium to high in these geographic areas. However, the risk analysis of Hapag-Lloyd's workers in the value chain has not identified forced or compulsory labour as a significant risk. Hapag-Lloyd rejects any form of forced or child labour and is committed to the prohibition of modern slavery and human trafficking. Hapag-Lloyd follows the definition of child labour included in the ILO's Minimum Age Convention (No. 138), which stipulates that the minimum age for admission to employment must not be below the age at which compulsory schooling is complete - but in any case, not below 15 years old or, for work at sea, 16 years old. (S2 SBM-3 11c) The material negative impact for workers in the value chain of non-compliance with labour standards or unfair working conditions does not occur widespread or systemically but is related to individual incidents only. Furthermore, this impact is not linked to the efforts of the transition to greener and climate-neutral operations. (S2 SBM-3 11d) Hapag-Lloyd is committed to promoting the well-being of workers in the value chain by stipulating high labour standards as outlined in the Company's SCoC. While specific activities with direct positive impacts have not yet been identified, the Company recognises the potential for its operations to have a beneficial effect on workers through opportunities such as job creation and upskilling, particularly in the context of a 'just transition'.

(S2 SBM-3 116) With the potential improvement of reputation through high labour and safety standards, Hapag-Lloyd has identified a material opportunity evolving from impacts on and dependencies from workers in the value chain. Demonstrating a commitment to fair labour practices and human rights helps Hapag-Lloyd to maintain high standards, attracting customers and investors who value this commitment.
(S2 SBM-3 12, AR 8) The Minimum Safeguards require a risk analysis for all suppliers, including indirect ones. Hapag-Lloyd's 2023 GSCA report provides insights into risks associated with indirect suppliers. The prioritised risks identified through the occasion-related risk analysis for indirect suppliers include the disregard for occupational safety and work-related health hazards, specifically focusing on occupational safety at sea. This risk is prevalent among indirect suppliers in the global maritime sector, thus occurring worldwide. The results of the risk analysis were evaluated according to Hapag-Lloyd regional locations and depict an increased risk in the regions of Asia, Latin America, and Middle East\&Africa.

For SAAM Terminals similar concepts exist to develop an understanding of how workers with particular characteristics, those working in particular contexts, or those undertaking particular activities may be at greater risk of harm. These include quarterly risk reports, compliance reporting channels, and due diligence processes with vendors.
(S2 SBM-3 13, AR 9) The identified material risks and opportunities relate specifically to workers in the value chain in the maritime sector.

# 3.2.2. Policies related to value chain workers (S2-1)

The policies that Hapag-Lloyd has adopted to manage its material impacts on workers in the value chain are outlined in the following section, aiming to enable an understanding of the measures in place to prevent, mitigate, and remediate actual and potential impacts, as well as to address risks and pursue opportunities.
(S2-1 16, AR 10, AR 13) Hapag-Lloyd manages the current material impacts and opportunities related to workers in the value chain within three established policies and guidelines:

| | [Negative impact] <br> Non-compliance with <br> labour standards or <br> unfair working conditions | [Positive impact] <br> Contributing to well-being <br> of workers in the value <br> chain through fair <br> working conditions | [Opportunity] <br> Improve reputation <br> through high labour <br> and safety standards |
| :-- | :--: | :--: | :--: |
| Policy/IRO | $X$ | $X$ | |
| Global Code of Ethics | $X$ | $X$ | $X$ |
| Supplier Code of Conduct | $X$ | $X$ | |
| Policy Statement on Social <br> Responsibility and Human <br> Rights | $X$ | $X$ | |

#### Abstract

Global Code of Ethics (MDR-P 65a) The Global Code of Ethics defines the organisation's expectations for working relationships of its employees with customers, suppliers, governments, authorities, and competitors. It sets principles and guidelines that Hapag-Lloyd established to govern the behaviour and actions of its employees and stakeholders across various locations and jurisdictions. Hapag-Lloyd thereby addresses the identified material IROs related to workers in the value chain by emphasising the importance of health and safety. The ambition is to comply with local occupational health and safety laws, including regulations on maximum working hours. The intention of this commitment as well as regular monitoring and assessment of compliance with laws and regulations is to ensure continuous improvement and prevent the identified negative impacts. Hapag-Lloyd is committed to respecting human rights and treating everyone with dignity and respect, within its own operations as well as along the value chain. The Company particularly commits to the following human rights standards: the effective abolition of child labour, the elimination of all forms of forced labour or modern slavery as well as human trafficking, the promotion of good living and working conditions, occupational health and safety, freedom of association and the right of collective bargaining, diversity, equality and inclusion, adequate remuneration and the rights of local communities. This commitment aims to contribute to the well-being of workers in the value chain. Additionally, Hapag-Lloyd's "Speak Up Line" allows for an immediate reporting of actual or potential human rights violations within the Company and along its value chain.

# Supplier Code of Conduct

The objective of the SCoC is to set expectations towards all Hapag-Lloyd's contractors, suppliers and service providers to align with Hapag-Lloyd's standards outlined in the Global Code of Ethics, covering aspect such as fair competition, the environment, employee rights, compliance with human rights and combating corruption and bribery. Hapag-Lloyd's SCoC requires suppliers to adhere to the same high standards of conduct as defined in the Global Code of Ethics, thereby addressing the identified material impacts and the opportunity similarly. The SCoC describes that a common responsibility towards business ethics, human rights, and the environment, has a greater impact as well as a better chance of identifying, preventing, mitigating and remediating adverse human rights and environmental impacts in the Group and the supply chains. This collaborative approach helps mitigate the negative impact of non-compliance with labour standards or unfair working conditions and enhances the well-being of workers in the value chain through fair working conditions. The parties in line with the SCoC commit to act and react constructively, cooperatively, and with due diligence, regarding the principle of cooperation.

Policy Statement on Social Responsibility and Human Rights
The Policy Statement on Social Responsibility and Human Rights confirms Hapag-Lloyd's commitment to fulfilling its due diligence obligations related to human rights and the environment in its business activities and value chain as well as to describe its related activities. The Policy Statement is intended to establish monitoring, due diligence, training, communication and complaint mechanisms to promote and protect human rights and the environment and thereby addresses all identified material IROs. The strict prohibition of child or forced labour, slavery and

human trafficking is explicitly addressed. It further emphasises the commitment to fair working conditions and adequate compensation, noting the need for working hours, wages and employee benefits that comply with applicable national and international regulations thus aiming to prevent the negative impact of non-compliance with labour standards or unfair working conditions.

The process for monitoring the respective policies is described as follows:

| Policy | Process for monitoring |
| :--: | :--: |
| Global Code of Ethics | See section 3.1.3. |
| Supplier Code of Conduct | Suppliers acknowledge that Hapag-Lloyd may decide to include them in monitoring activities, including self-assessments, audits, and documentation reviews. Suppliers commit to maintain records, books, and accounts reasonably detailed, accurately, and completely on the standards established in this SCoC. Suppliers agree to be monitored on-site and off-site by Hapag-Lloyd or its designer, including permitting access to their facilities, at reasonable intervals and with reasonable notice. Within the course of monitoring activities, suppliers agree to effectively cooperate, for example, implementing corrective concepts to prevent, mitigate, and remediate human rights and environment-related risks and impacts. |
| Policy Statement on Social Responsibility and Human Rights | See section 3.1.3. |

(ESRS 2 62) All described policies apply to the Liner Shipping segment of Hapag-Lloyd and all its employees. The newly established Terminal \&Infrastructure segment of Hapag-Lloyd is not yet covered, but its inclusion is currently being implemented. In terms of value chain coverage, the policies entail selected elements and target groups only.

| Policy | (MDR-P 65b) Scope |
| :-- | :-- |
| Global Code of Ethics | See section 3.1.3. |
| Supplier Code of Conduct | The scope of the SCoC affects suppliers, subcontractors, and any other third party <br> involved in the fulfilment of Hapag-Lloyd's Liner Shipping segment contracts and <br> orders as well as external Managers of Hapag-Lloyd's ships. |
| Policy Statement <br> on Social Responsibility <br> and Human Rights | See section 3.1.3. |

| Policy | (MDR-P 65c) Most senior level in organisation <br> that is accountable for implementation of policy |
| :-- | :-- |
| Global Code of Ethics | See section 3.1.3. |
| Supplier Code of Conduct | Senior Managing Director Global Procurement |
| Policy Statement <br> on Social Responsibility <br> and Human Rights | See section 3.1.3. |

| Policy | (MDR-P 65d) Third-party standards or initiatives that are respected through implementation of policy |
| :--: | :--: |
| Global Code of Ethics | See section 3.1.3. |
| Supplier Code of Conduct | - International Bill of Human Rights <br> - ILO <br> - Declaration on Fundamental Principles and Rights <br> - ILO core conventions <br> - ILO MLC <br> - UNGP <br> - OECD Guidelines for Multinational Enterprises and the OECD Due Diligence Guidance for Responsible Business Conduct <br> - Sustainable Development Goals (SDG) |
| Policy Statement on Social Responsibility and Human Rights | See section 3.1.3. |
| Policy | (MDR-P 65e) Description of consideration given to interests of key stakeholders in setting policy |
| Global Code of Ethics | See section 3.1.3. |
| Supplier Code of Conduct | The process of setting the policy was informed by the interests of various internal stakeholders. |
| Policy Statement on Social Responsibility and Ruman Rights | See section 3.1.3. |

| Policy | (MDR-P 65f) Explanation of whether and how policy is made available to poten- <br> tially affected stakeholders and stakeholders who need to help implement it |
| :-- | :-- |
| Global Code of Ethics | See section 3.1.3. |
| Supplier Code of Conduct | The SCoC is available on Hapag-Lloyd's website. <br> Suppliers who participate in tendering processes, submit self-assessment, <br> or conclude framework agreements with Hapag-Lloyd are required to sign the <br> SCoC or provide evidence of their own similar SCoC. <br> Hapag-Lloyd plans to offer training to its suppliers to support the implementation <br> of its due diligence obligations. |
| Policy Statement <br> on Social Responsibility <br> and Human Rights | See section 3.1.3. |

# Approach to respecting human rights for workers in the value chain

(S2-1 17) As disclosed, Hapag-Lloyd Liner Shipping has established several human rights policy commitments relevant to workers in the value chain. These include adherence to the Global Code of Ethics, which defines Hapag-Lloyd's basic values, and the standards of conduct expected of managers and employees. The Global Code of Ethics emphasises the observance of human rights as defined in the United Nations' Universal Declaration of Human Rights, and the ILO core labour standards. Hapag-Lloyd also maintains a SCoC that requires contractors, suppliers and service providers to uphold high standards of conduct and commit to, among others, international labour and human rights standards such as effective abolition of child labour, elimination of all forms of forced labour or modern slavery and diversity and inclusion. Similarly, SAAM Terminals' SCoC explicitly addresses the protection of human rights, including the prohibition of child labour and forced labour.

(S2-1 17a) In the Liner Shipping segment Hapag-Lloyd's general approach to respecting human rights relevant to workers in the value chain involves several key commitments, as described in section 3.2.2. Further, Hapag-Lloyd has due diligence processes in place, designed to promote ongoing improvements within their value chain. The organisation is committed to fulfilling its due diligence obligation in order to identify, prevent, mitigate and remedy any negative impacts on human rights and the environment. For that, Hapag-Lloyd regularly conducts risks analyses in its own sphere of business and in its upstream value chain at the level of its direct suppliers. In case risks are identified, Hapag-Lloyd takes measures to prevent and remedy such and subsequently examines the effectiveness of these measures.
SAAM Terminals expects and encourages its suppliers to carry out due diligence processes to identify, prevent, mitigate and remediate adverse human rights impacts. The most relevant action involves the vendor's acceptance of the SCoC before establishing any commercial relationship. (S2-1 17b) A dedicated process to engage with workers in the value chain at Hapag-Lloyd does currently not exist within the framework of preventive measures that are defined and implemented to address high-risk suppliers.
(S2-1 17c) To provide and enable remedy for human rights impacts Hapag-Llyod's approach is as follows: Hapag-Lloyd's complaint mechanism consists of internal reporting channels as well as a digital reporting platform ("Speak Up Line") available to all Hapag-Lloyd employees and external parties. This procedure allows for any concerns about or indications of possible violations of due diligence obligations related to human rights or the environment to be reported anonymously. Hapag-Lloyd aims to ensure that all reports are handled in a confidential manner. If Hapag-Lloyd discovers that a violation of a human rights-related or an environment-related legal obligation has already occurred or is imminent in its own business area or at its suppliers, it is committed to take appropriate remedial action to prevent, end or minimise the extent of this violation.
(S2-1 18) Hapag-Lloyd's policies explicitly prohibit the trafficking in human beings, forced labour or compulsory labour and child labour. Furthermore, Hapag-Lloyd has a dedicated SCoC implemented. It is publicly available on the Hapag-Lloyd website.
(S2-1 AR 15) Hapag-Lloyd's SCoC includes provisions relevant to the safety of workers, precarious work, human trafficking, use of forced labour or child labour:

- Effective abolition of child labour
- Elimination of all forms of forced labour or modern slavery
- Occupational safety and health
- Freedom of association and the right to collective bargaining
- Diversity and inclusion
- Adequate remuneration
- Rights of communities and security

The SCoC is in line with ILO Core Conventions and the ILO Maritime Labour Convention.

(S2-1 19, AR 14) Hapag-Lloyd's policies are aligned with relevant internationally recognised instruments as mentioned under section 3.2.2. The scope of the individual policies is also described in the disclosures under section 3.2.2. The policy development and review process includes the alignment with such internationally recognised standards and instruments, ensuring the guidelines remain current, effective, and aligned with globally accepted best practices. For example, the mentioned due diligence processes for ongoing improvements within the value chain also comprise the compliance with the UNGP.
(S2-1 19) No reported cases of non-respect of the UNGP, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises that involved workers in the value chain in Hapag-Lloyd's defined value chain occurred.
3.2.3. Processes for engaging with value chain workers about impacts (S2-2)
(S2-2 24) A dedicated process to engage with workers in the value chain at Hapag-Lloyd does currently not exist within the framework of preventive measures that are defined and implemented to address high-risk suppliers, but engagement rather takes place on an ad hoc basis.

# 3.2.4. Processes to remediate negative impacts and channels

for value chain workers to raise concerns (S2-3)
(S2-3 27 a, AR 21) If Hapag-Lloyd discovers that a violation of a human rights-related or an environment-related legal obligation has already occurred or is imminent in its own business area or at a direct supplier, it will take appropriate remedial action to prevent, end or minimise the extent of this violation. In addition, Hapag-Lloyd encourages suppliers to implement the standards in their own upstream value chain.
To assess whether the remedy offered is effective, Hapag-Lloyd examines whether it is suitable for achieving the objective of ending the material negative impact on workers in the value chain. For this purpose, an objective is formulated for each specific case in which a material negative impact has been identified. The achievement of such, including possible compensation, represents a remedy for the specific situation. The extent to which the remedial measures can contribute to achieving this objective is analysed subsequently.
For the Terminal \& Infrastructure segment, no general or specific guidance to provide or contribute to remedy for human rights impacts is established in the reporting period.

## Complaint mechanisms

(S2-3 27 b, AR 22) Workers in the value chain can raise their concerns or needs directly with Hapag-Lloyd through the Company's "Speak Up Line", a confidential channel through which compliance-related concerns can be reported at any time using an online form that is available worldwide. The channel is provided by a third-party independent service provider and the processing of the reports is exclusively carried out by Hapag-Lloyd.
Furthermore, sea personnel can additionally choose to report compliance violations, violations of marine labour law, human rights violations, disadvantages, or unfair treatment via a defined complaints procedure. Reports can be made to their direct superiors, the Fleet Management department, the sailor's country of origin or the ship's flag state. The MLC provides the legal framework for this process. Additionally, complaints can be raised to the ITF.

Similarly, SAAM Terminals has a complaints management procedure and promotes the proper use of the Whistleblower Channel among employees and other stakeholders.
Suppliers and value chain workers have access to this complaints channel and all complaints will be handled regardless, if a complaint is made by a SAAM Terminals employee, value chain worker or third party.
All received reports at SAAM Terminals are centrally administered through the SAAM Terminals Compliance Officer, who carries out the preliminary analysis of the report received, informs the Ethics Committee of the facts, and derives the complaint received. According to the definitions established in the "Complaints Referral Matrix", an internal document is set up that will establish the steps and those responsible for an investigation.
(52-3 27 c) Upstream suppliers are expected to have a complaints mechanism in place or to communicate to employees and suppliers the existence of and possibility to use Hapag-Lloyd's own complaints mechanism, ensuring that concerns or indications of actual or potential violations can be raised anonymously and without fear of retaliation. To promote transparency and accountability, Hapag-Lloyd takes a proactive approach by informing the owners of its charter vessels about its whistleblower system. It is ensured that a clear notice is prominently displayed on board, further enhancing the Company's commitment to responsible and ethical practices. Any concerns can be reported anonymously via the whistleblower hotline or directly to the Compliance department. (52-3 27 d, AR 27) In the Liner Shipping segment compliance-related concerns raised and addressed are handled in accordance with a standardised procedure according to the Whistleblower and Non-Retaliation Policy and are processed by the Compliance department. Other relevant functions are involved to ensure professional, confidential, and timely investigation and to decide on the relevant measures to be taken. Upon submitting a report, whistleblowers receive an acknowledgement of receipt within seven days, followed by a status update no later than three months after the receipt.
Once the investigation is concluded, it is ensured that the outcome directly related to the reported compliance concern is shared with the whistleblower in accordance with applicable laws and regulations, demonstrating Hapag-Lloyd's commitment to transparency and accountability.

# Effectiveness of complaints procedure

The effectiveness of the complaints procedure is reviewed at least once a year and in case necessary, on an ad hoc basis. In this review process, the following activities are conducted:

- Collection and evaluation of quantitative data (KPIs) on the use of the grievance mechanism, including among others the number of cases and the number of substantiated cases.
- Development of potential improvements based on the analysis of the data collected.

Stakeholders who are intended users are directly involved in the evaluation of the effectiveness of the complaints procedure through a survey conducted in the reporting period.
Within the Terminal \&Infrastructure segment SAAM Terminals tracks and monitors issues raised and addressed through a centralised system, where all received reports are administered by the SAAM Terminals Compliance Officer. The officer conducts a preliminary analysis of the report, informs the Ethics Committee, and derives the complaint according to the company's Complaints Referral Matrix. This matrix establishes the steps and responsible parties for an investigation, depending on the subject matter affected by the report.
In addition to the central administration, complaints can also be made through the corporate website or intranet of subsidiaries or affiliates, which are received and initially analysed by the Compliance Officer of the respective company. The Corporate Compliance Officer is also notified and supervises the investigation to ensure that it is conducted in accordance with the principles of the whistleblowing system.
Complainants have the option to report incidents directly and in person to various designated personnel, including the Corporate Ethics Committee, Legal, Human Resources, Compliance Officer, and local management.
All designated persons are required to centrally report the denounced events, which are then submitted to the standards defined in the company's procedure.

To ensure the effectiveness of the channels, SAAM evaluates improvement measures to prevent irregular situations from occurring again, while ensuring compliance with the law and the company's ethical principles and values. The Ethics Committee keeps a record of complaints received, investigations carried out, sanctions adopted, and reasons for closing and archiving complaints, all under strict confidentiality. The effectiveness of the channels is not explicitly tracked. (S2-3 28, AR 26) Hapag-Lloyd does not yet assess how workers in the value chain are aware of and trust these structures or processes as way to raise their concerns or needs and have them addressed. (S2-3 28, AR 25) To protect individuals against retaliation that use channels to raise concerns, Hapag-Lloyd has a specific "Whistleblower and Non-Retaliation Policy" in place. The details on this policy can be found under section 4.1.2.

# 3.2.5. Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of that action (S2-4)

Action: Supplier engagement and support
(S2-4 31, MDR-A 68a) Hapag-Lloyd is committed to engaging with its suppliers in supplier conversations and during regular visits to understand their concerns and raise awareness on the expectations towards social sustainability. Suppliers are required to comply with the expectations set out in the Hapag-Lloyd SCoC, thus mitigating the negative impact of non-compliance with labour standards and unfair working conditions. Cooperation with Hapag-Lloyd includes providing relevant documentation and access to facilities/mobile work settings as well as on the respective employees. Further, suppliers should inform Hapag-Lloyd about potential implementation

challenges related to their obligations under the SCoC. Hapag-Lloyd expects its suppliers to gradually improve and aims to support them during this process and with any challenges faced, contributing ultimately to the well-being of workers in the value chain through fair working conditions. Engagement with the suppliers, including improvement measures discussed, is documented in detail, and is shared with the Human Rights Office for review and discussion of potential follow-ups. In general, this approach aims to potentially improve the risk profile of the suppliers, fulfil the human rights and environmental due diligence of Hapag-Lloyd and offers the opportunity to improve the reputation through high labour and safety standards. Ending the business relationship is the last resort.

# Central case management system

Hapag-Lloyd has implemented a new central case management system, along with the associated processes. By using this system, which is a specific part of the web-based supplier monitoring system that Hapag-Lloyd has been using since 2021, Hapag-Lloyd records and documents GSCA-relevant incidents among its direct suppliers as cases in its system. This supplier monitoring system enables Hapag-Lloyd to gain knowledge of possible violations and to contact the affected supplier directly via the integrated case management system, requesting clarification or remedial action and obtaining transparency over the measures taken by the supplier. The Terminal \&Infrastructure segment reports no actions planned or underway to prevent, mitigate or remediate material negative impacts on value chain workers for the reporting period.
(MDR-A 68 b-e, 69a-c) Further action details: Supplier engagement and support

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The scope of this action is the global upstream and downstream supplier base as well as all procurement teams. Engagement calls and audits are conducted with selected high-risk suppliers identified within the supplier risk assessment especially from the regions Asia, Latin America, and Middle East\&Africa. This action applies to the Liner Shipping segment. |
| (MDR-A 68c) <br> Time Horizon | The action started in 2024 and is expected to be continued on an ongoing basis. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | This action started in the 2024 reporting year. More than 80 supplier engagement calls have been conducted. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) any significant Opex and/or Capex current or future financial resources are not significant. |

(52-4 32a, AR 38) To prevent and mitigate the potential negative impact "Non-compliance with labour standards or unfair working conditions", Hapag-Lloyd implemented the action "Supplier engagement and support" described above.

(S2-4 32b) Within the conducted materiality assessment in the reporting period Hapag-Lloyd did not identify any actual negative material impacts. Hence, no actions or initiatives are in place to provide or enable remedy.
(S2-4 32c, AR 39) Hapag-Lloyd has no additional actions and initiatives in place with the primary purpose of delivering positive impacts for workers in the value chain.

# Action development and tracking of effectiveness

(S2-4 32d, AR 33-35) To track and assess the effectiveness of actions and initiatives in delivering the intended outcomes for workers in the value chain, Hapag-Lloyd conducts due diligence activities such as audits, self-assessments, and monitoring. These methods support Hapag-Lloyd in ensuring that its actions effectively contribute to positive outcomes for workers in the value chain. (S2-4 33a, AR 29) To identify what type of action is required and appropriate in response to a particular actual or potential negative impact on workers in the value chain, the Human Rights Office at Hapag-Lloyd has developed a Playbook on Engaging Suppliers on Social Sustainability, which sets out actions to be taken to reduce actual or potential negative impacts on workers in the value chain. Additionally, the new central case management system described under section 3.2.5, along with the associated processes, enables Hapag-Lloyd to gain knowledge of possible violations and to contact the affected supplier directly to request clarification or remedial action and to obtain transparency regarding the measures taken by the supplier. To track and assess the effectiveness of actions and initiatives in delivering the intended outcomes for value chain workers, SAAM Terminals conducts due diligence activities such as monitoring and audits to vendors mainly focused on sub-contractors (labour) to ensure compliance with the labour regulatory laws.

Playbook on Engaging Suppliers on Social Sustainability
(S2-4 33b) Hapag-Lloyd is currently in the process of training procurement users on how to use the Playbook on Engaging Suppliers on Social Sustainability. Hapag-Lloyd's procurement teams are the first and primary contact point with the suppliers. The playbook aims to give them practical tips on how to engage suppliers in conversations and during regular supplier visits to understand their concerns and raise awareness on what Hapag-Lloyd expects from them regarding social sustainability. The playbook is structured in different chapters based on different activities, that is onshore transport activities, offshore transport activities and onshore storage and transfer. Each chapter contains background information about Hapag-Lloyd's expectations, risk factors associated with the different activities as well as potential mitigation measures. The playbook outlines the exact steps that need to be followed to address social sustainability topics with the suppliers. It includes risk-specific questions to ask suppliers and examples for documents to request from them. Further, a standardised documentation process is outlined. The supplier documentation is sent to the Human Rights Office for review and discussion of potential follow-up subsequently. Hapag-Lloyd has not conducted forms of collaborative action with industry peers or other relevant parties to take actions on negative impacts on workers in the value chain.

There is no general approach to taking action in relation to specific material negative impacts on value chain workers for the Terminal \&Infrastructure segment. This is done on an ad hoc and case-by-case basis.

# Communication with suppliers

(S2-4 33c) Hapag-Lloyd maintains transparent communication with relevant suppliers through a case management system, which enables centralised documentation and evaluation of discussions related to causes, background, and implemented measures, facilitating a data-driven approach to continuous improvement and progress. All case-relevant communication must therefore take place via the case management system following defined steps:
a) Contacting supplier
b) Monitoring
c) Follow-up
d) Documentation

After creating a case in the supplier monitoring system, the supplier is contacted immediately by email directly through the system. The email includes the information that Hapag-Lloyd has found an actual or potential negative impact and requests the supplier to provide input on the specific topic, on any specific action taken regarding the topic and the timeline to implement potential preventive measures. Furthermore, the supplier is required to provide input on any general policies or directives in place related to the topic, for example a non-discrimination policy. After the supplier is contacted, a reminder shall be sent after no later than two weeks in case no response has been received. Once the supplier responds, their implementation timeline should be analysed. A follow up on the measures that have not yet been implemented is necessary. In case sufficient information from the supplier is available and/or the supplier has confirmed the implementation of all measures according to the timeline, the case is closed. The analysis of the effectiveness of the case management system has not yet been conducted.
(S2-4 34a, AR 40, 41, 43) Within the materiality assessment conducted for the reporting period, Hapag-Lloyd did not identify any material risks arising from impacts and dependencies on workers in the value chain. Therefore, no action is planned or underway and consequently the effectiveness is not tracked. (S2-4 34b) Currently, no actions have been taken or planned by Hapag-Lloyd to pursue significant opportunities related to workers in the value chain, as activities to date have focused on managing risks and negative impacts. Suppliers are encouraged to maintain high standards to avoid risks.

## Impact of own business practices \& managing material impacts

(S2-4 35, AR 32) Hapag-Lloyd aims to ensure that its own practices do not have a negative impact on workers in the value chain. The SCoC and the contract templates for suppliers (with the support of the Responsible Contracting Project) have been revised. Suppliers have the contractual right to address to Hapag-Lloyd any practices that could have a negative impact on workers in

the value chain. By taking this action, Hapag-Lloyd reaffirms its commitment to upholding the rights and dignity of workers throughout its value chain, thereby minimising the risk of adverse impacts and promoting a more responsible and sustainable business environment. Currently, there is no fixed rule on how Hapag-Lloyd handles tensions between avoiding and mitigating negative impacts, including the approach taken when such tensions arise in relation to other business pressures. Each situation will be assessed on a case-by-case basis.
(S2-4 36) During the reporting year, one severe human rights incident involving gender-based unequal treatment (sexual harassment) occurred within Hapag-Lloyd's upstream value chain in Germany. Hapag-Lloyd immediately implemented remedial measures with the involved suppliers and worked with them to prevent similar incidents in the future.
(S2-4 38) To manage its material impacts, Hapag-Lloyd has appointed certain employees. In global procurement, four employees are responsible for the central coordination of all activities related to social sustainability in the value chain. In the regional procurement teams, individual employees have been nominated as key contacts for coordinating such activities with local organisations and as direct contacts to suppliers.
(ESRS 2 62) All described actions apply to the Liner Shipping segment of Hapag-Lloyd and all its employees. The newly established Terminal \&Infrastructure segment of Hapag-Lloyd is not yet covered.

# 3.2.6. Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S2-5)

(S2-5.39, S2-5.41.AR 46-AR 48, MDR-T 81, 81b I, ii, 80d) Hapag-Lloyd has not set dedicated targets for managing material IROs related to workers in the value chain during the reporting year, as they are covered by existing processes and standards described in the S2 chapter. Although the Company has established ambitions regarding labor standards and human rights in the value chain, these ambitions do not meet the requirements for measurable, outcome-oriented, and time-bound targets as stipulated by the ESRS. (S2-5 ESRS 2 MDR-T) To monitor the effectiveness of the policies in terms of material IROs related to workers in the values chain, the policies are annually reviewed and validated by the respective department and the SC is informed about possible adjustments. Thereby, the respective department will assess the need to develop and implement measurable outcome-oriented targets in line with ESRS requirements.

### 3.3. Affected communities (S3)

3.3.1. Material impacts, risks and opportunities (S3 IROs)

Material IROs related to affected communities were only identified for the Terminal \&Infrastructure segment of Hapag-Lloyd.
Positive impacts include the support of affected communities through initiatives which enable valuable effects on the environment and society. Those are created by advocating inclusivity, empowerment, and cultural enhancement, fostering a stronger and more cohesive community.

Negative impacts include potential harm to the quality of life of the community near operation sites through traffic congestion, noise nuisance, and pollutants from vehicles.

# Material IROs

[Actual positive impact] Supporting affected local communities near terminals
Supporting affected communities through various projects and initiatives can lead to positive impacts on society.
[Actual negative impact] Impairing quality of life in affected local communities near terminals
Due to noise nuisance and vehicular pollution the quality of life of people living in the vicinity of the terminals may be negatively impacted.

### 3.3.2. Material impacts, risks and opportunities and their interaction with strategy and business model (SBM-3)

(S3 SBM-3 9 AR 5 - AR 6) All identified affected communities who can be materially impacted by the Company's Terminal \&Infrastructure segment are included in the scope of disclosure under ESRS 2. This includes impacts that relate to SAAM Terminals' operations and value chains, either by its products or services, or by its business relationships.
(S3 SBM-3 9 a i-iv AR 7, SBM-3 11 AR 8) Groups subject to material impacts by SAAM Terminals include communities living or working around the Company's operating sites, facilities, or other physical operations, such as neighbourhood associations, schools, and fishermen. The types of affected communities described do not encompass communities along SAAM Terminals' value chain. Material risks and opportunities relate to the listed groups. Communities of indigenous peoples are not included, as SAAM Terminals has no material impact on this group.
(S3 SBM-3 9b) The material negative impact of impairing quality of life in local communities near SAAM Terminals may be affected due to the nature of logistics business activities in the area. The terminals' operations, such as cargo handling and storage, can generate noise and emissions from machinery and vehicles, contributing to environmental concerns. Additionally, the increased traffic from cargo trucks can lead to congestion and air pollution. While SAAM Terminals takes steps to manage these impacts, the cumulative effect of these factors can still affect the daily lives of nearby residents. This material impact identified is not the result of isolated incidents, but rather a consequence of the ongoing logistics operations.
(S3 SBM-3 9c) Activities that result in positive impacts for affected communities contribute to the prosperity of the communities where SAAM Terminals operates. SAAM Terminals is working together with affected communities to identify the impacts of the business activities and needs of affected groups in order to coordinate local development initiatives and social investments that contribute to the well-being of communities. Activities include engagement with stakeholders such as neighbourhood associations, local authorities, contractors or schools. Additionally, social investment activities are carried out in the form of for example environmental education activities for students, the implementation of improving measures for community infrastructure,

and the allocation of funds to organisations and communities. For example, in 2024, SAAM Terminals donated to a home for elderly people in Puerto Caldera and supported sports programmes for children and young people living near Terminal Portuario de Guayaquil in Ecuador.
(S3 SBM-3 9d) No material risks or opportunities for SAAM Terminals arising from impacts and dependencies on affected communities were identified. (S3 SBM-3 10) SAAM Terminals has not yet developed an understanding of how affected communities with particular characteristics or those living in particular contexts, or those undertaking particular activities may be at greater risk of harm.

# 3.3.3. Policies related to affected communities (S3-1)

(S3-1 14 ESRS 2 MDR-P 62) Social commitment is one of the pillars of SAAM Terminals' Sustainability Policy, which focuses on transparent relations with stakeholders and the generation of shared value based on the identification of operations' impacts and communities' needs. There is currently no ESRS-compliant policy in place to specifically manage the material IROs related to affected communities, as documentation on commitment and activities within a dedicated policy is presently not considered a priority.
(S3-1 16) The Code of Ethics of SAAM Terminals declares the adherence to the ILO Declaration on Fundamental Principles and Rights at Work. Likewise, the organisation adheres to and respects the UN Global Compact Principles. SAAM Terminals does not uphold a specific human rights policy commitment that is relevant to affected communities. Legal regulations of each operating country as well as the Human Resources and Compliance policies contribute to the adherence of mentioned principles. Training courses are held on the respective subjects, and complaints are investigated periodically. In addition to the mechanisms disclosed, there are currently no further processes in place to monitor compliance with the UNGP, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises.
(S3-1 16a) A general approach that is specifically related to respect for human rights of communities is not available. The same holds for an approach to indigenous people, which is not applicable, as the topic is not material for SAAM Terminals.
(S3-1 16b) The general approach of SAAM Terminals to engage with affected communities is based on creating stakeholder maps for the operations as well as a stakeholder engagement and social investment management plan. According to stakeholder mapping, stakeholder engagement management actions and social investment initiatives are planned and implemented. The stakeholder map corresponds to a stakeholder diagnosis tool based on a methodology used in the relationship between organisations and stakeholders. It corresponds to the variables of interest and capacity to influence:

- The interest factor corresponds to the importance of the operation or company for a stakeholder or actor; it therefore refers to a variable of how the company is perceived by the environment and, in turn, is associated with the effects, risks, or impulses it generates.

- Power is understood as a group or actor's capacity to influence the company's operation. From this point of view, the following components to consider in the influence capacity axis are relevant:
- the capacity to influence the day-to-day running of the operation,
- the capacity to deliver or revoke permits,
- hindering the company's productive capacity or innovation impulses, and affecting its reputation.

The stakeholder mapping tool enables SAAM Terminals to observe these variables from a relational perspective. Findings of the stakeholder map assessment are subsequently used to define specific engagement formats.
(S3-1 16c) A general approach related to measures to provide and/or enable remedy for human rights impacts is not in place.
(S3-1 17 AR 10) SAAM Terminals formally subscribed to the UNGP in the reporting year. No cases of non-respect with the UNGP, the ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises that involve affected communities have been reported. As SAAM Terminals has not adopted dedicated policies with regards to affected communities, consequently there is no alignment of such with internationally recognised standards relevant to affected communities.
3.3.4. Processes for engaging with affected communities about impacts (S3-2) (S3-2 21 AR 16) Even though the perspectives of affected communities do not extensively shape decisions or activities aimed at managing actual and potential impacts, SAAM Terminals does engage with affected communities. (S3-2 21a) This exchange takes place directly with legitimate representatives, usually with those of neighbourhood associations or neighbouring organisations. (S3-2 21b AR 15) The stage at which engagement occurs as well as the type and the frequency is based on the specific stakeholder engagement plan. It depends on whether there are specific issues to address or a relationship to maintain for updates on current impacts to be worked on. The types of engagement include participation, consultation and/or information exchange. The engagement occurs voluntarily by SAAM Terminals but can also take place occasionally in response to legal requirements or stakeholder requests.
(S3-2 21c AR 14 - AR 15) The general managers of the respective units at SAAM Terminals are responsible for overseeing the engagement with affected communities and ensure, that the results of the valuable exchanges are incorporated into SAAM Terminal's operating approach.
(S3-2 21d) The effectiveness of engagement with affected communities of SAAM Terminals is currently not assessed. (S3-2 22) Beyond the previously described measures, currently no additional steps are taken to gain further insights into the perspectives of affected communities that may be particularly vulnerable to impacts and/or are marginalised and into the perspective of specific groups within the affected communities.

# 3.3.5. Processes to remediate negative impacts and channels for affected communities to raise concerns (S3-3)

(S3-3 27a AR 17, AR 22) Apart from the general exchange with the affected communities, SAAM Terminals does not have a fundamental approach to and processes for providing or contributing to remedy where it has identified that it has caused or contributed to a material negative impact on affected communities. Hence, SAAM Terminals does not assess that the remedy provided is effective. (S3-3 27b AR 18) Nonetheless, there are channels in place for affected communities to raise concerns or needs directly with SAAM Terminals. Meetings with neighbourhood associations are held twice a year. Depending on the specific terminal locations and stakeholder engagement plans, monthly meetings also take place. Apart from this channel, affected communities may raise their concerns through the contact information published on the websites of the respective business units of SAAM Terminals website and through the respective Hapag-Lloyd Whistleblower Channel.
(S3-3 27c) Apart from the mentioned measures, SAAM Terminals has no additional processes in place through which the availability of such channels is supported. (S3-3 27d AR 24) The same holds for a process to track and monitor issues raised and addressed, aiming to ensure the effectiveness of the channels. The effectiveness of Hapag-Lloyd's overarching whistleblower channel is tracked, as outlined under 3.1.5. (S3-3 28) An assessment whether the affected communities are aware of structures or processes in place to raise their concerns or needs has not been carried out. Also, it is not assessed whether affected communities trust these structures or processes as a way to raise their concerns or needs and have them addressed. However, the groups have the opportunity to provide feedback on the processes for raising concerns during the communication formats described above.
(S3-3 28) Hapag-Lloyd including SAAM Terminals has policies in place for the protection of individuals that use the described channels to raise concerns or needs against retaliation.

### 3.3.6. Acting on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions (S3-4)

(S3-4 31, ESRS 2 - MDR-A) Through the Community Engagement and Social Investment Initiatives, SAAM Terminals has taken up an action plan to manage material IROs related to SAAM's commitment to people and affected communities. As there is currently no policy and no targets in place, therefore the action does not contribute to the achievement of such and was hence formulated independently.

Action: Community engagement and social investment initiatives
(MDR-A 68a, S3-4 AR 25) SAAM Terminals has implemented the Community Outreach Management Plan and the Social Investment Plan, tailoring initiatives to meet the specific needs of each community:

- The Community Outreach Management Plan structures actions and initiatives aimed at developing and maintaining permanent relations with stakeholders. The type of action is defined by the relevance of the interest group or actor, based on the respective position on the stakeholder map.

- Social investment considers actions that involve the transfer of resources or capital (financial, knowledge, time) that jointly enable improvement of social aspects of community life and mobilise one or more components of the company's sustainability strategy.

These comprehensive plans include organising school and university visits to the terminals, providing students with hands-on experience of maritime operations and inspiring future careers in the industry. SAAM Terminals has also established competitive funds to support local projects, encouraging community-led development and innovation. Local entrepreneurship programmes are launched to help budding entrepreneurs grow their businesses through training, resources, and mentorship. Environmental education courses are conducted to raise awareness of sustainability and the preservation of local ecosystems. In addition, beach clean-up days are organised to engage the community in environmental conservation efforts. Sports activities are also organised to promote health, wellness, and social cohesion. Through these initiatives, SAAM Terminals demonstrates its commitment to promoting education, supporting economic growth, encouraging environmental stewardship, and building stronger community ties.
(MDR-A 68 b-e, 69a-c, S3-4 AR 25) Further action details: Community engagement and social investment initiatives

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The provisions of this action apply to all relevant stakeholders for the respective business unit of SAAM Terminals. |
| (MDR-A 68c) <br> Time horizon | The activities described as part of this action started in 2023 and are planned to be carried out on an ongoing basis. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | Because the action is ongoing and no targets have been defined, there is currently no progress to be reported. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require the allocation of significant OpEx and/or CapEx, current or future financial resources are not significant. |

(S3-4 32a, S3-4 AR 25) Apart from the key action disclosed under 3.3.6. SAAM Terminals carries out the following actions to prevent, mitigate or remediate material negative impacts on affected communities:

- External environmental compliance audits and action plans: External environmental compliance audits are conducted to identify and address deviations from established standards. For example, in case noise levels exceed the acceptable limits, an action plan is developed immediately, to mitigate the impact. It includes measures such as training operators to improve the handling of equipment and reduce the volume of equipment back-up alarms.
- Collaborative solutions with carriers: SAAM Terminals established working groups with carriers to jointly develop and implement solutions to address congestion issues while minimising potential negative community impacts.

- Driver awareness campaigns: Campaigns are carried out to educate drivers about coexistence on the road and to promote safer and more responsible driving behaviour.
- Community engagement meetings: SAAM Terminals holds regular meetings with local residents to report on actions taken to ensure transparency and build trust within the community.
(S3-4 32b) SAAM Terminals has currently not taken actions to provide or enable remedy in relation to an actual material impact. (S3-4 32b) In addition to the initiatives mentioned in this chapter, there are no further actions or initiatives with the primary purpose of delivering positive impacts for affected communities in place.
(S3-4 32d) The effectiveness of actions or initiatives in delivering the intended outcomes for affected communities is currently not specifically tracked by SAAM Terminals. Nevertheless, tracking for events and initiatives takes place in selected cases, for example by measuring the number of project applications for funding or the number of participants in exchange formats. (S3-4 33a) SAAM Terminals identifies the required and appropriate action in response to a particular actual or potential negative impact on affected communities by analysing the stakeholder map. Depending on the outcomes of the classification of stakeholders with respect to their interest or power, actions are derived accordingly. (S3-4 33b) No additional approaches to the ones disclosed under 3.3.6. are considered to taking action in relation to specific material negative impacts on communities.
(S3-4 33b) SAAM Terminals does currently not follow a specific approach to ensure that processes to provide or enable remedy in the event of material negative impacts are available and effective in their implementation and outcomes. (S3-4 35) However, the organisation takes action to avoid causing material negative impacts through the actions disclosed under 3.3.6. (S3-4 36) No human rights issues and incidents connected to affected communities have been reported. (S3-4 38) SAAM Terminals allocates no significant resources to the management of material impacts related to affected communities.
3.3.7. Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (S3-5)
(S3-5 41 AR 45 - AR 47, ESRS 2 - MDR-T) Until now, SAAM Terminals has not adopted targets related to managing negative impacts, advancing positive impacts and managing material risks and opportunities with regards to affected communities. Managing the IROs takes place in the form of the engagement described above.
(S3 ESRS 2) To monitor the effectiveness of the actions in terms of material IROs related to affected communities, an annual validation by SAAM Terminals takes place. No ambition level or quantitative targets in line with ESRS requirements related to affected communities were set in the year under review. Although the Company has established ambitions regarding affected communities as outlined in this chapter, these ambitions do not meet the requirements for measurable, outcome-oriented, and time-bound targets as stipulated by the ESRS.

# 3.4. Information \& cyber security (entity-specific)

3.4.1. Material impacts, risks and opportunities (Information\&cyber security IROs) Hapag-Lloyd strictly adheres to relevant requirements and laws pertaining to IT security, recognising the critical importance of cyber security in protecting operations, customers, and infrastructure. In its DMA, Hapag-Lloyd identified four material IROs in relation to their material topic of information and cyber security as described within this chapter. Hapag-Lloyd has a dedicated policy in place that addresses all identified IROs.

## Material IROs

[Actual positive impact] Ensuring high IT security standards
By setting high IT security standards Hapag-Lloyd can create a positive impact for stakeholders due to the protection of critical infrastructure as well as personal data.
[Potential negative impact] Occurrence of IT security hazards
As Hapag-Lloyd is part of the critical infrastructure, a cyber attack can lead to supply shortages, which can cause reduced access to essential goods and increased prices for end consumers.

## [Risk] Occurrence of cyber attacks

Hapag-Lloyd can face a risk of cyber attacks, potentially compromising the security of sensitive data and disrupting operations.

## [Opportunity] Preventing cyber attacks

There is an opportunity for Hapag-Lloyd to elevate cyber security aiming at the protection of sensitive data and thereby ensuring stable business operations.

### 3.4.2. Minimum disclosure requirements - policies (MDR-P)

related to information\&cyber security
(ESRS 2MDR-P 65 a) Hapag-Lloyd manages its material IROs related to information\&cyber security with an established policy. The identified IROs are addressed through the Corporate Guideline Information Security.

| | [Positive impact] | [Negative impact] | [Risk] | [Opportunity] |
| :-- | :--: | :--: | :--: | :--: |
| Policy/IRO | Ensuring high <br> IT security standards | Occurrence of <br> IT security hazards | Occurrence of <br> cyber attacks | Preventing <br> cyber-attacks |
| Corporate Guideline | | | | |
| Information Security | X | X | X | X |

The objective of Hapag-Lloyd's Information Security Guideline is to ensure the systematic and sustainable protection of analogue and digital information against manipulation, unauthorised access, and loss. This objective underscores the need to comply with all relevant laws, legal requirements, regulations and contractual obligations. The guideline outlines the principles and objectives of information security, emphasising the protection of both digital and non-digital information. The identified IROs are comprehensively addressed. Addressing the positive impact of ensuring high IT security standards, the guideline outlines several key actions. These entail implementing an Information Security Management System (ISMS) framework, establishing information classification and protection goals, and defining and assigning specific roles and responsibilities such as the Chief Information Security Officer (CISO) and Chief Information Officer (CIO). The Executive Board's recurring reviews of the ISMS provide assurance of its ongoing effectiveness, underscoring the commitment to continuous improvement in information security governance. Addressing the negative impact identified, the guideline also requires the reporting

of cyber and information security incidents, as well as immediate action protocols to address possible incidents promptly. In recognition of the evolving cyber-risk landscape, the document provides a clear and explicit definition of information security incidents, thereby strengthening the preparedness to proactively respond to and mitigate potential risks. An incident is categorised as any breach of protective objectives, loss of information, or potential unauthorised access to sensitive information. The guideline provides detailed protocols and responses for managing such incidents, including immediate reporting to the Service Desk and subsequent investigation by the Information Security Department. Finally, the opportunity to prevent cyber-attacks is systematically covered through a risk-based approach to information classification and regular protection needs analysis as part of the information security risk management system. The guideline emphasises coordination with the Group-wide RMS to ensure continuous monitoring and improvement. It also includes training and instructions for the Service Desk to promptly address cyber and information security incidents, thereby enhancing overall preventive measures.

| Corporate Guideline Information Security | Description of policy |
| :--: | :--: |
| (MDR-P 65 a) <br> Process for monitoring | The management of information security incidents is structured to ensure that appropriate actions are taken in accordance with the ISMS framework should such incidents occur at Hapag-Lloyd. |
| (MDR-P 65 b) <br> Scope | The scope of this Corporate Guideline covers the Hapag-Lloyd Liner Shipping Segment. Associated companies are to be informed of this guideline, if possible, and encouraged to comply with its provisions. |
| (MDR-P 65 c) <br> Most senior level in organisation that is accountable for implementation of policy | The Executive Board has overall responsibility for information\&cyber security at Hapag-Lloyd. <br> The CIO is responsible for group-wide technology and non-technology-based information processes and infrastructures and delegates relevant information security requirements to the CISO. |
| (MDR-P 65 d) <br> Third-party standards or initiatives that are respected through implementation of policy | The ISMS is based on: <br> - ISO 27001 - International security standard for ISMS <br> - NIST - National Institute of Standards and Technology (United States) <br> - German IT Grundschutz <br> - ISO 22301 - Standard for Business Continuity Management and disaster recovery <br> - MITRE ATT\&CK - Adversarial Tactics, Techniques, and Common Knowledge <br> - OWASP - Open Web Application Security Project <br> Hapag-Lloyd aims to adhere to all relevant requirements and laws pertaining to cyber and information security. <br> - Directive of the European Commission on Network and Information Security (NIS) <br> - German IT Security Act 1.0 <br> - German IT Security Act 2.0 <br> - Chinese Cybersecurity Act |
| (MDR-P 65 e) <br> Description of consideration given to interests of key stakeholders in setting policy | No specific considerations have been given to the interests of key stakeholders in the policy-setting process. |
| (MDR-P 65 f) <br> Explanation of whether and how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it | The policy is available on Hapag-Lloyd's intranet. <br> Robust reporting mechanisms for managing and responding to security incidents, ensuring that all employees are aware of and involved in maintaining information security standards. |

# 3.4.3. Minimum disclosure requirements - targets (MDR-T) related to information \& cyber security

(ESRS 2 MDR-T 81 b, b i) To monitor the effectiveness of the policy in terms of material IROs related to information\&cyber security, it is annually reviewed and validated by the respective department and the SC is informed about possible adjustments. Thereby, the respective department will assess the need to develop and implement measurable outcome-oriented targets in line with ESRS requirements. (ESRS 2 81b i, ii, ii 80 d) In addition, Hapag-Lloyd has defined its general ambition level and targets in its Cyber Security strategy and is audited against the standard ISO27001 and the NIS and the German umbrella act for critical infrastructure protection (KRITIS) regulations. No ambition level or quantitative targets in line with ESRS requirements related to information\& cyber security were set in the year under review. Although the Company has established ambitions regarding information\&cyber security as outlined in this chapter, these ambitions do not meet the requirements for measurable, outcome-oriented, and time-bound targets as stipulated by the ESRS.

### 3.4.4. Minimum disclosure requirements - actions (MDR-A) related to information\&cyber security

(ESRS 2 MDR-A 62) Hapag-Lloyd is driving various initiatives to maintain and further improve its high level of information\&cyber security. These initiatives address cyber security risks in general. No actions in the area of information\&cyber security specifically targeted to ESRS requirements have been identified in the reporting period.

### 3.5. Data protection (entity-specific)

3.5.1. Material impacts, risks and opportunities (Data protection IROs) Hapag-Lloyd aims to maintain a high standard of data protection for its customers, employees and further business partners. The Company is committed to adhering to all relevant laws and regulations. This includes standards such as the EU's General Data Protection Regulation (GDPR) and other data protection laws, in order to ensure the confidentiality and security of personal data.

In its DMA, Hapag-Lloyd identified four material IROs related to its material topic of data protection.

## Material IROs

[^0]
[^0]: (Actual positive impact) Ensuring high data protection standards
By setting high data protection standards Hapag-Lloyd can create a positive impact for stakeholders due to the protection of personal data, which prevents employees and customers from possible identity theft or fraud.

- [Potential negative impact] Occurrence of data breaches

As Hapag-Lloyd is part of the critical infrastructure, a data breach can lead to disruptions in global trade causing supply chain delays, which can cause reduced access to essential goods and increased prices for end consumers.

- [Risk] Occurrence of data breaches

Hapag-Lloyd can face a risk of data breaches, potentially compromising sensitive data and disrupting operations.

- [Opportunity] Preventing data breaches

There is an opportunity for Hapag-Lloyd to elevate the protection of sensitive data and thereby ensure stable business operations, which can improve customer loyalty fostering financial stability.

3.5.2. Minimum disclosure requirements - policies (MDR-P) related to data protection (ESRS 2 MDR-P 65 a) Hapag-Lloyd manages its material IROs related to data protection with an established policy, the Corporate Guideline Corporate Data Protection, that addresses all the identified IROs:

| Policy/IRO | [Positive impact] <br> Ensuring high data protection standards | [Negative impact] <br> Occurrence of data breaches | [Risk] <br> Occurrence of data breaches | [Opportunity] <br> Preventing data breaches |
| :--: | :--: | :--: | :--: | :--: |
| Corporate Guideline <br> Corporate Data <br> Protection | X | X | X | X |

# Corporate Guideline Corporate Data Protection

Hapag-Lloyd's data protection Guideline includes a description on compliant handling of personal data relating to customers and other third-party information. Hapag-Lloyd aims to ensure that any personal data related to its customers, third parties, and employees is managed in compliance with applicable data protection laws, thereby maintaining high data protection standards and reinforcing trust. The personal data of Hapag-Lloyd employees is handled with the utmost care and in strict compliance with data protection regulations to ensure that their rights and freedoms are protected. Adherence to Hapag-Lloyd's Corporate Guideline Corporate Data Protection prioritises the prevention of data breaches and maintaining high data protection standards, as well as managing the risk and negative impact of potential data breaches. Moreover, Hapag-Lloyd has established a robust organisational and legal framework for the global handling of personal data within its entire operations. These measures are designed to protect the rights and freedoms of any personal data entrusted to Hapag-Lloyd and to prevent any form of personal data breach. All identified incidents are assessed through a standardised process to evaluate the risks involved and determine whether they constitute a reportable personal data breach.

| Corporate Guideline Corporate <br> Data Protection | Description of policy |
| :--: | :--: |
| (MDR-P 65 a) <br> Process for monitoring | Corporate Data Protection is the central authority for data protection issues and oversees the implementation of data protection regulations. <br> Corporate Data Protection investigates all reported incidents to determine whether a data breach has occurred and which action is required. |
| (MDR-P 65 b) <br> Scope | The scope of this Corporate Guideline covers the Hapag-Lloyd Liner Shipping Segment. Associated companies are to be informed of this guideline, if possible, and encouraged to comply with its provisions. |
| (MDR-P 65 c) <br> Most senior level in organisation that is accountable for implementation of policy | Senior Director of Corporate Audit |
| (MDR-P 65 d) <br> Third-party standards or initiatives that are respected through implementation of policy | Compliance with EU GDPR and other applicable data-protection laws |

| Corporate Guideline Corporate Data Protection | Description of policy |
| :--: | :--: |
| (MDR-P 65 e) <br> Description of consideration given to interests of key stakeholders in setting policy | No specific consideration has been given to the interests of key stakeholders in the policy-setting process. |
| (MDR-P 65 f) <br> Explanation of whether and how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it | The policy is available on Hapag-Lloyd's Intranet. Communication channels, such as an email address, have been established to provide advisory services on data protection issues. Regional and Area Data Protection Officers serve as points of contact for employees and external stakeholders, ensuring compliance at all levels of the organisation. |

# 3.5.3. Entity-specific metrics related to data protection

Data protection incidents

Number of reportable incidents in relation to data protection
(ESRS 2 MDR-T 75) This metric enables the Company to monitor and manage its data protection performance, contributing to the IROs. By closely monitoring the number of reportable incidents in relation to data protection, Hapag-Lloyd can identify areas for improvement and take proactive measures to prevent data breaches, thereby seizing the opportunity to strengthen its commitment regarding data protection while setting high standards.
3.5.4. Minimum disclosure requirements - targets (MDR-T) related to data protection (ESRS 2 MDR-T 81 b, b i) To monitor the effectiveness of the policy in terms of material IROs related to data protection, it is validated annually by the SC. The SC will assess the need to develop and implement measurable outcome-oriented targets in line with ESRS requirements.
(ESRS 2 81b i, ii, ii 80 d) No ambition level or quantitative targets in line with ESRS requirements related to data protection were set in the year under review. Although the Company has established ambitions regarding data protection security as outlined in this chapter, these ambitions do not meet the requirements for measurable, outcome-oriented, and time-bound targets as stipulated by the ESRS.
3.5.5. Minimum disclosure requirements - actions (MDR-A) related to data protection The actions taken to manage material IROs related to Hapag-Lloyd's data protection are summarised subsequently.

## Action: Fostering data protection globally

(MDR-A 68a) Hapag-Lloyd is committed to establishing a common data protection culture and standardised personal data breach process in focus countries through key actions. Implementation support for the Global Data Protection management system aims to ensure consistency in data protection practices across the organisation.

This includes monitoring the implementation and audits to confirm completion of required actions and proper handling of each identified incident.
In addition, Hapag-Lloyd has implemented the OneTrust IT system to support global, standardised data protection management in focus countries. This system creates transparency in the handling of personal data, facilitates easy access to information in case of incidents and ensures proper documentation. To promote a basic understanding of data protection, the Data Protection WBT at Hapag-Lloyd is mandatory for all employees worldwide.
(MDR-A 68 b-e, 69a-c) Further action details: Fostering data protection globally

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The scope of these actions encompasses Hapag-Lloyd's Liner Shipping operations on a global scale in the reporting period, but a possible extension to include the Terminal \&Infrastructure segment is currently in alignment. |
| (MDR-A 68c) <br> Time horizon | The overarching goal by 2030 is to increase the compliance level and awareness of data protection. This includes the global use of the Onetrust system and the establishment of the Data Protection Management System. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | The implementation of the Global Data Protection Management System began in 2023. The Headquarters Register of Processing Activities was updated in 2024 and is part of the developed system. The Intercompany Agreement on Data Protection was created in 2023 and will be updated continuously. Audits of entities' implementation of the data protection management system will be conducted annually to track progress and ensure compliance with data protection standards. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) any significant Opex and/or Capex current or future financial resources are not significant. |

# 3.5.6. Minimum disclosure requirements - metrics (MDR-M)

related to data protection
(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity
Related material sustainability topic:
Data protection (entity-specific)
Metric

Number of reportable incidents in relation to data protection
(MDR-M 77a) Disclosure of methodologies and significant assumptions behind metric

Methodology \& assumptions
The reported number is based on the actual number of reportable incidents in the area of central IT security. The definition of a reportable incident is based on the guidelines from the EDPB "Guidelines 9/2022 on personal data breach notification under GDPR adopted 10 October 2022" amended by local applicable requirements.

# 3.6. Corporate citizenship (entity-specific)

3.6.1. Material impacts, risks and opportunities (Corporate citizenship IROs) Since 2021, corporate citizenship has been part of Hapag-Lloyd's sustainability strategy for and expressed through Hapag-Lloyd's corporate value "We Care". Within this theme, the focus lies on three topics: Education programmes, humanitarian aid and marine preservation. In the DMA, Hapag-Lloyd identified one material positive impact and one material opportunity in relation this entity-specific topic as described within this chapter. In line with the commitment to corporate responsibility and societal impact, Hapag-Lloyd addresses its material IROs with established policies.

## Material IROs

[Actual positive impact] Facilitating volunteering and sponsorship activities
Supporting communities and sustainable projects of external partners can have a positive impact on society as well as strengthen employee engagement, motivation and organisational identification.
[Opportunity] Strengthening employee affiliation with the company through corporate citizenship There is an opportunity for Hapag-Lloyd to positively influence employer attractiveness by engaging in corporate citizenship activities.

### 3.6.2. Minimum disclosure requirements - policies (MDR-P) related to corporate citizenship

(ESRS 2 MDR-P 65 a) The Company has implemented two comprehensive internal guidelines to manage the identified IROs related to corporate citizenship, thereby reinforcing the commitment to responsible business practices:

| Policy/IRO | [Positive impact] <br> Facilitating volunteering and sponsorship activities | [Opportunity] <br> Strengthening employee affiliation with the company through corporate citizenship |
| :--: | :--: | :--: |
| Hapag-Lloyd Cares Guideline | X | X |
| Corporate Guideline Sponsoring and Donations | X | X |

## Hapag-Lloyd Cares Guideline

Hapag-Lloyd Cares is an initiative fostering local engagements with a social and/or environmental impact in the Liner Shipping segment. It is a key component of the structured approach for corporate citizenship and, as such, part of Hapag-Lloyd's Sustainability Strategy. The Hapag-Lloyd Cares Guideline is intended to provide employees with guidance in organising local Hapag-Lloyd Cares initiatives. The initiatives underline Hapag-Lloyd's voluntary commitment to society beyond its business activities through donations and corporate volunteering, designed to support local communities and thus enhance employee engagement. As part of this engagement, each employee is entitled to use one working day per year for their involvement, demonstrating the Company's respect for their time. The initiative places great emphasis on social

commitment, with the aim of fostering a stronger bond between employees and the Company. It underlines the Company value "We Care", which aims to promote the social and environmental commitment of employees. Employees are encouraged to volunteer for local initiatives, with sufficient flexibility to accommodate their involvement.

# Corporate Guideline Sponsoring and Donations

The Corporate Guideline Sponsoring and Donations regulates the treatment of requests for approving sponsorships and donations at Hapag-Lloyd. It is designed to ensure consistent handling of requests, a targeted use of available resources without overlaps, and alignment with Hapag-Lloyd's strategic goals. The guideline addresses the impact and opportunity of facilitating volunteering and sponsorship activities and strengthening employee affiliation with the Company through corporate citizenship.

Notably, Hapag-Lloyd refrains from donating to political parties, as outlined in chapter 4.1.6. Political influence and lobbying activities.

| Policy | Process for monitoring |
| :--: | :--: |
| Hapag-Lloyd Cares <br> Guideline | The due diligence process in place for reviewing contributions to NGOs includes steps to confirm the alignment of initiatives with the focus areas and compliance checks in the Liner Shipping Segment. |
| Corporate Guideline Sponsoring and Donations | To avoid redundant or overlapping contributions, all sponsoring and donation activities must be agreed and coordinated with Corporate Communications before any commitment is made. <br> All donations must be statistically recorded by Corporate Communications to avoid duplication and ensure transparency. |

Policy (MDR-P 65 b) Scope
Hapag-Lloyd Cares Guideline The scope of this guideline covers the Hapag-Lloyd Liner Shipping segment.
Corporate Guideline The scope of this corporate guideline covers the Hapag-Lloyd Sponsoring and Donations
Liner Shipping segment.
Associated companies are to be informed of this guideline, if possible, and encouraged to comply with its provisions.

| Policy | (MDR-P 65 c) Most senior level in organisation that is accountable for implementation of policy |
| :--: | :--: |
| Hapag-Lloyd Cares Guideline | The most senior level in the organisation that is accountable for the implementation of the Hapag-Lloyd Cares guideline in the Liner Shipping Segment is the Managing Director Regulatory Affairs\&Sustainability. |
| Corporate Guideline <br> Sponsoring and Donations | The annual donation budget is determined by the Senior Director Corporate Communications in coordination with the Executive Board of Hapag-Lloyd AG. All sponsoring activities and donations are to be agreed upon and approved by Corporate Communications to avoid redundant or overlapping contributions. |

## Policy

Hapag-Lloyd Cares
Guideline
Corporate Guideline
Sponsoring and Donations

## (MDR-P 65 d) Third-party standards or initiatives that are respected through implementation of policy

No third-party standards or initiatives are respected through the policy implementation.

No third-party standards or initiatives are respected through the policy implementation.

| Policy | (MDR-P 65 e) Description of consideration given to interests of key stakeholders in setting policy |
| :--: | :--: |
| Hapag-Lloyd Cares Guideline | Hapag-Lloyd employees |
| Corporate Guideline Sponsoring and Donations | Hapag-Lloyd employees |

| Policy | (MDR-P 65 f) Explanation of whether and how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it |
| :--: | :--: |
| Hapag-Lloyd Cares Guideline | The policy is available to all employees in Hapag-Lloyd's Intranet. |
| Corporate Guideline Sponsoring and Donations | The policy is available to all employees in Hapag-Lloyd's Intranet. |

# 3.6.3. Minimum disclosure requirements - targets (MDR-T) related to corporate citizenship

(ESRS 2 MDR-T 81 b, b i) To monitor the effectiveness of the policies in order to manage the IROs, the policies are annually reviewed and validated by the respective departments and the SC is informed about possible adjustments. Thereby, the respective departments will assess the need to develop and implement measurable outcome-oriented targets in line with ESRS requirements, driving positive impact and progress. (ESRS 281b i, ii, ii 80 d) As for now, Hapag-Lloyd has consciously decided to neither set quantitative targets for the 2024 reporting year nor the upcoming years, to ensure it can respond to circumstances and developments that require special attention as flexibly as possible.

### 3.6.4. Minimum disclosure requirements - actions (MDR-A) related to corporate citizenship

(ESRS 2 MDR-A 62) Following a thorough assessment of the impact and opportunities, Hapag-Lloyd is confident that its existing initiatives displayed in this chapter are effectively addressing the relevant issues. As a result, the Company has not identified a need to introduce additional corporate citizenship programmes at this time and does not anticipate doing so in the near future. In case the IROs will change, this need will be re-assessed.

# 4. GOVERNANCE INFORMATION

### 4.1. Business conduct (G1)

The governance structure of Hapag-Lloyd is currently undergoing analysis and refinement to align with its target governance model. The following chapter provides general statements applicable to the entire organisation. However, due to the ongoing integration of the Terminal \& Infrastructure segment, some deviations may exist in specific areas, which will be addressed separately.

### 4.1.1. Material impacts, risks and opportunities (G1 IROs)

Hapag-Lloyd's corporate philosophy is founded on core pillars, including governance, compliance, and responsible supply chain management, which are considered essential elements of the commitment to good corporate practices, legal compliance, and sustainable operations. By upholding these principles, the Company demonstrates its ongoing commitment to responsible business conduct and sustainable success.
During the process of identifying material IROs related to Business Conduct, the identified IROs are within Hapag-Lloyds own operations and across the upstream and downstream value chain. However, the process, which is described within the general information, did not include screening of activities in the Company's own operations and in the upstream and downstream value chain, nor was there any screening on individual asset level during the materiality assessment process. Within the DMA, the following material IROs in relation to the material topics of compliance, governance, and responsible supply chain management are described within this chapter.

## Material IROs

[^0]
[^0]: - [Potential negative impact] Breaching corruption or bribery legislation

Non-compliance with current legislation might lead to corruption or bribery.
[Actual positive impact] Creating trusted relationships with suppliers
Responsible and fair approaches to management of business relationships with suppliers, including payment and contract practices can strengthen business relationships.
- [Potential positive impact] Enforcing sustainable and ethical mindset in corporate culture A good governance structure, which supports and promotes ESG topics through strengthening and implementing corporate guidelines can create potential positive impacts by supporting the effective management of identified IROs.
[Actual positive impact] Promoting whistleblower protection
Enforcing the protection of whistleblowers and creating awareness for whistleblowing possibilities can create an open and honest workspace.
[Risk] Impairing business success through improper governance
Financial performance can be impaired if governance practices are not developed further.
[Opportunity] Considering ESG requirements in supplier relationships
Committing to ESG requirements in the supply chain can create positive reputational effect.
[Opportunity] Supporting business success through good governance
Appropriate governance systems that establish adequate and effective management systems can signal trust to stakeholders and foster the reputation of a responsible company.
[Opportunity] Incorporating sustainability in business decisions
Internalising ESG within the management board can lead to positive perception.

4.1.2. Policies related to business conduct and corporate culture (G1-1) (G1-1 7, ESRS 2 MDR-P) Hapag-Lloyd has seven policies in place to manage its material IROs related to business conduct and corporate culture.

| Policy/IRO | [Negative impact] Breaching corruption or bribery legislation | [Positive impact] Creating trusted relationships with suppliers | [Positive impact] <br> Enforcing sustainable and ethical mindset in corporate culture | [Positive impact] <br> Promoting whistleblower protection |
| :--: | :--: | :--: | :--: | :--: |
| Anti-Bribery and Anti-Corruption Policy | X | | | |
| Global Code of Ethics | | | X | |
| Whistleblower and Non-Retalation Policy | | | | X |
| Procurement Guideline | | X | X | |
| Supplier Code of Conduct | | X | X | |

| Policy/IRO | [Risk] <br> Mitigating business success through improper governance | [Opportunity] <br> Considering ESG requirements in supplier relationships | [Opportunity] <br> Supporting business success through good governance | [Opportunity] incorporating sustainability in business decisions |
| :--: | :--: | :--: | :--: | :--: |
| Rules of Procedure for the Executive Board of Hapag-Lloyd AG | X | | X | |
| Compliance Organisation | X | | | |
| Global Code of Ethics | X | | | |
| Procurement Guideline | | X | | |
| Supplier Code of Conduct | | X | | |

The following section elucidates the contents and objectives of the policies.

# Anti-Bribery and Anti-Corruption Policy

(G1 ESRS 2 MDR-P 65a) The Anti-Bribery and Anti-Corruption Policy shall provide guiding principles of conducting business in the highest ethical standard, which aligns with the Compliance Commitment by the Executive Board and the Global Code of Ethics. The policy is constructed and compiled to educate and provide guidance to all employees and represents a minimum compliance requirement. It should be read with relevant laws of its respective country to mitigate the negative impact of breaching corruption or bribery legislation. In the event of any inconsistency faced between this policy and its local law, the said local law takes precedence. The overarching aim of the Anti-Bribery and Anti-Corruption Policy is to ensure Hapag-Lloyd conducts its business activities ethically and lawfully, in compliance with anti-bribery and anti-corruption legislation, including that of countries where Hapag-Lloyd has business dealings. Hapag-Lloyd employees and third-party agents shall not make, offer to make, offer, promise or authorise to make payments or anything of value directly or indirectly to any party, including but not limited to business

partners, government officials or fellow colleagues with the intent to assist Hapag-Lloyd in obtaining or retaining business advantage, for personal benefit or the benefit of a third party, regardless if any benefit is received.

# Rules of Procedure for the Executive Board of Hapag-Lloyd AG

The general principle of the Executive Board's work, role and responsibility are outlined in the Rules of Procedure for the Executive Board of Hapag-Lloyd AG set out by the Supervisory Board in accordance with the AktG. The Executive Board shall work together with the other bodies of the Company and the employee representatives in a spirit of trust for the benefit of the Company, aiming to support business success through good governance. Each member of the Executive Board must inform the Chairman of the Executive Board immediately of important measures, decisions, significant business transactions, risks and losses within their area of responsibility. The Chairman of the Executive Board or the Executive Board member shall inform the Executive Board at the next Board meeting. In order to ensure that the Supervisory Board is provided with sufficient information, the Executive Board reports to the Supervisory Board regularly on all issues relevant to the Company relating to planning, business development, the risk situation, risk management and compliance in accordance with statutory provisions. It addresses deviations in the course of business from the plans and targets that have been drawn up, stating the reasons. In particular, the Executive Board reports in writing:

- On a quarterly basis on the development of the Group's earnings, balance sheet, cash flow, financial debt, investments, receivables and personnel, the earnings of the Group divisions and the Company's earnings and balance sheet in the financial year to date, as well as the forecast for the year as a whole.
- At the Supervisory Board meetings on the development of sales and earnings of the Group and the Group divisions in the financial year to date and the forecast for the year as a whole.

A resolution of the Executive Board is required in all matters that are of fundamental importance for the strategy, business, corporate, personnel, financial, pricing and investment policy or the risk exposure of the Company and its affiliated companies within the meaning of Sections 15 et seq. AktG.
Members of the Executive Board may not pursue personal interest in their decision-making or use business opportunities that have arisen for the Company or affiliated companies for their own advantage. Executive Board members are subject to a comprehensive non-compete agreement while working for the Company. They may only enter other commitments, especially positions on supervisory boards at companies that are not associated companies of Hapag-Lloyd AG, with the approval of the Supervisory Board. If members of the Executive Board do accept such offices with the approval of the Supervisory Board, the Executive members in question perform the role in a personal capacity - adhering to their strict obligation of confidentiality and strict separation of their activities as a member of Hapag-Lloyd's Executive Board. Each Executive Board member is required to immediately disclose any conflict of interest to the Supervisory Board and the Chief Executive Officer and to inform other Executive Board members as well. These provisions aim to enforce a sustainable and ethical mindset in corporate culture.

## Compliance Organisation

Hapag-Lloyd firmly believes that compliance with all applicable laws, regulations, guidelines, industry, and ethical standards is essential for the proper operation of its business and for its commercial success. Hapag-Lloyd is therefore committed to exercising due diligence in ensuring

close compliance with all applicable laws of each country in which it operates and conducts its business with high ethical standards. With the aim of the guideline, the Compliance Organisation provides guidance to the Hapag-Lloyd organisation to mitigate compliance related risks. Implemented controls are monitored to safeguard Hapag-Lloyd's interests. The Compliance Organisation publishes informative articles to support other functions to enable business needs. To guarantee this level of diligence throughout the Hapag-Lloyd organisation, as well as due to multiple regulatory developments, the recommendations of the German Corporate Governance Codex, and the legal corporate governance requirements, an effective Compliance Organisation is of major importance. An inadequate Compliance Organisation could have severe consequences for the reputation and valuation of the Company.
The aim of the guideline is to define a Compliance Organisation, including structures, processes, responsibilities, powers of decision-making and direction, as well as the reporting chain. The Compliance department provides guidance to the Hapag-Lloyd organisation to mitigate compliance related risks, monitors implemented compliance measures and controls through multiple channels to safeguard Hapag-Lloyd's interests and supports other functions to enable business needs.
The Chief Compliance Officer (CCO) is responsible for ensuring a properly functioning Group-wide Compliance Organisation and Compliance Management System. In addition, the CCO has the ongoing duty to brief the Executive Board and the Chairman of the Supervisory Board in a timely manner on occurrences of special importance, such as intensive grave compliance breaches, including but not limited to violations of relevant laws, rules, or unethical conduct.
The Compliance department has been established to support the CCO in achieving the Compliance Commitment by the Executive Board of Hapag-Lloyd AG, safeguarding Hapag-Lloyd's legitimate interests from corruption and fraud attempts, providing guidance and support to the Hapag-Lloyd organisation to mitigate compliance risks and enable business needs. The CCO ensures the Compliance department is equipped with adequate resources in terms of personnel, budget, and time availability for exercising its functions and responsibilities.

The Compliance department, under the direction of the CCO, is fully responsible for the compliance topics of anti-bribery, anti-corruption, anti-fraud management as well as embargoes and sanctions. Competition law matters are the responsibility of the Compliance department jointly with the Legal department.

# Global Code of Ethics

The Global Code of Ethics describes Hapag-Lloyd's objective to comply with all applicable local, national and international laws and regulations relevant to its business activities and expects the same from all its business partners. In some cases - such as in a specific country or industry or with a specific business partner - stricter rules than those described in the Global Code of Ethics may exist. In such cases, the stricter standard shall be applied. Further provisions aiming to eliminate the risk of mitigating business success through improper governance include zero tolerance for bribery and corruption. Hapag-Lloyd is determined to achieve and maintain the highest ethical standards within business transactions, prohibiting any form of corruption or bribery, whether public or private, active or passive. Gifts and business courtesy are managed with strict

guidelines set by the Corporate Guideline Business Courtesy to ensure they are not used improperly or perceived as bribery. Employees are only permitted to offer and receive gifts, entertainment, and hospitality in line with internal policies and never in exchange for any favours or with corrupt intent. Donations, sponsorships, and charitable contributions must be reviewed in advance according to the Corporate Guideline Sponsoring and Donations.

Third-party intermediaries are engaged only when there is a legitimate business need, following stringent due diligence and in accordance with anti-bribery and anti-corruption laws. This refers to the commercial and business considerations involved in deciding whether Hapag-Lloyd should engage with third-party agents or establish its own offices when entering new markets. Hap-ag-Lloyd ensures compliance with economic sanctions and embargoes, avoiding business with sanctioned entities or persons and not accepting shipments subject to trade sanctions. Fraud is strictly prohibited and viewed as an act that is unacceptable and incompatible with Hap-ag-Lloyd's values which could be highly damaging to its reputation and image. Applicable laws and regulations to combat money laundering are fully respected. Further, the Global Code of Ethics includes a provision on conflict of interest. When having a conflict of interest, employees are expected to act with integrity, in line with Hapag-Lloyd's ethical standards, and in the best interests of the Company.

Since every commercial activity requires decisions to be made under uncertain circumstances, risks and opportunities are an inherent part of doing business. The aim of an effective risk culture is to consciously encounter, respond to, monitor, and control risks and opportunities. Further detail on the Global Code of Ethics is provided under section 3.1.3.

# Whistleblower and Non-Retaliation Policy

Hapag-Lloyd's Whistleblower and Non-Retaliation Policy is founded on the principles of integrity and transparency. The policy emphasises the importance of employees, business partners, customers, suppliers, and contractors acting in good faith and with a duty of care when encountering or suspecting compliance-related concerns. It encourages these stakeholders to speak up and report any such concerns, providing a clear framework for reporting and ensuring that all reports are handled in a fair, timely, and confidential manner. Additionally, the policy outlines the non-retaliation protection afforded to individuals who report compliance-related concerns or participate in associated investigations, further underscoring Hapag-Lloyd's commitment to fostering a culture of accountability and trust. Any form of retaliation against a whistleblower is strictly prohibited at Hapag-Lloyd and will be sanctioned. The same applies to threats and attempts of retaliation.

## Procurement Guideline

This guideline defines the framework for Hapag-Lloyd's procurement activities. In all procurement processes and business relationships with suppliers, the legal provisions applicable to suppliers and purchasers as well as Hapag-Lloyd's guidelines and policies must be complied with, particularly in the area of anti-corruption and anti-money laundering, as well as to anti-trust, export control,

GSCA and labour law provisions. Hapag-Lloyd is committed to responsible purchasing. Working with suppliers who comply with the legislation and follow internationally recognised standards for environmental protection, social affairs, and corporate governance structures is essential. These standards are actively considered in supplier selection and -management. The continuous sustainability improvement is based on the shared commitments of Hapag-Lloyd and its suppliers set out in the Hapag-Lloyd SCoC. Procurement must ensure that suppliers adhere to the SCoC. Additionally, contracts with suppliers shall contain human rights and environmental due diligence clauses that build the basis for Hapag-Lloyd's compliance with legislation. These clauses are provided in contract templates developed by Global Procurement and Legal. Hapag-Lloyd recognises that achieving sustainability goals and sustainability improvement is not only the responsibility of suppliers and thus has developed recommendations for its employees trusted with procurement responsibilities towards suppliers aiming to among others create trusted relationships.

# Supplier Code of Conduct

The key contents of the SCoC are described under section 3.2.2.

| Policy | Process for monitoring |
| :--: | :--: |
| Anti-Bribery and Anti-Corruption Policy | The CCO is responsible for reviewing this Policy annually and revising when required. <br> Hapag-Lloyd's internal control system is designed to ensure the integrity of its financial reporting, with clear guidelines, policies, and procedures established by Hapag-Lloyd's Accounting Department to guide its financial practices. |
| Rules of Procedure for the Executive Board of Hapag-Lloyd Aktiengesellschaft | The Supervisory Board creates and monitors the rules of procedure of the Executive Board. |
| Compliance Organisation | The CCO is responsible for reviewing this Policy annually and revising when required. |
| Global Code of Ethics | See section 3.1.3. |
| Whistleblower and Non-Retaliation Policy | The CCO is responsible for reviewing this Policy annually and revising when required. |
| Procurement Guideline | Annually reviewed within Hapag-Lloyd's internal control process by the Senior Managing Director Global Procurement. |
| Supplier Code of Conduct | See section 3.2.2. |

All described policies apply to the Liner Shipping segment of Hapag-Lloyd and all its employees. The newly established Terminal \&Infrastructure segment of Hapag-Lloyd is not yet covered.

| Policy | (G1 ESRS 2 MDR-P 65b) Scope |
| :--: | :--: |
| Anti-Bribery and Anti-Corruption Policy | The scope of this policy covers the Liner Shipping segment. |
| Rules of Procedure for the Executive Board of Hapag-Lloyd Aktiengesellschaft | The Rules of Procedure of the Executive Board applies to all Members of the Executive Board. |
| Compliance Organisation | The scope of this policy covers the Liner Shipping segment. |
| Global Code of Ethics | See section 3.1.3. |

| Policy | IG1 ESRS 2 MDR-P 656 Scope |
| :--: | :--: |
| Whistleblower and Non-Retaliation Policy | The scope of this policy covers the Liner Shipping segment. |
| Procurement Guideline | - The scope of this policy covers the Liner Shipping segment. <br> - Expenditure categories not attributable to purchasing are excluded from the scope of procurement, and therefore outside of the scope of this guideline. This applies to the following expenditures: <br> - Taxes, duties, financial and public charges <br> - Wages and salaries (including allowances and bonuses) <br> - Sponsorship, donations (see the Corporate Guidelines Sponsoring and Donations) and contributions for corporate memberships <br> - Financial services provided by financial institutions or banks (see Corporate Guidelines Financial Management), mergers and acquisitions (see Corporate Guidelines Mergers\&Acquisitions), and advisory services provided by investment banks and law firms |
| Supplier Code of Conduct | See section 3.2.2. |
| Policy | IG1 ESRS 2 MDR-P 654 Most senior level in organisation that is accountable for implementation of policy |
| Anti-Bribery and Anti-Corruption Policy | The Head of Department in Corporate Headquarters and the Managing Director of each Region, Area and Terminal \&Infrastructure segment in which Hapag-Lloyd will be responsible for implementation in each of their respective geographies or function. |
| Rules of Procedure for the Executive Board of Hapag-Lloyd Aktiengesellschaft | The Supervisory Board of Hapag-Lloyd AG is accountable for implementing the Rules of Procedure for the Executive Board. |
| Compliance Organisation | The Chief Compliance Officer |
| Global Code of Ethics | See section 3.1.3. |
| Whistleblower and Non-Retaliation Policy | The Management with support from the Regional Compliance Officer or the Compliance Department is responsible for implementing the Whistleblower and Non-Retaliation Policy. |
| Procurement Guideline | Senior Managing Director Global Procurement |
| Supplier Code of Conduct | See section 3.2.2. |
| Policy | IG1 ESRS 2 MDR-P 654 Third-party standards or initiatives that are respected through implementation of policy |
| Anti-Bribery and Anti-Corruption Policy | - German Anti-Corruption law <br> - U.S. Foreign Corrupt Practices Act <br> - UK Bribery Act |
| Rules of Procedure for the Executive Board of Hapag-Lloyd Aktiengesellschaft | - AktG |
| Compliance Organisation | - German Corporate Governance Codex |
| Global Code of Ethics | - See section 3.1.3. |
| Whistleblower and Non-Retaliation Policy | - Section 5, 6 and 9 of the German Whistleblower Protection Act (HinSchG) |
| Procurement Guideline | - International Bill of Human Rights <br> - ILO <br> - Declaration on Fundamental Principles and Rights at Work <br> - ILO Core Conventions <br> - ILO Maritime Labour Convention <br> - UNGP <br> - OECD Guidelines for Multinational Enterprises and the OECD Due Diligence Guidance for Responsible Business Conduct <br> - SDGs |
| Supplier Code of Conduct | - See section 3.2.2. |

| Policy | (G)1 ESRS 2 MDR-P 65e) Description of consideration given <br> to interests of key stakeholders in setting policy |
| :--: | :--: |
| Anti-Bribery and Anti-Corruption Policy | There have been no particular considerations given <br> to interest of key stakeholders in setting policy. |
| Rules of Procedure for the Executive <br> Board of Hapag-Lloyd Aktiengesellschaft | There have been no particular considerations given <br> to interest of key stakeholders in setting policy. |
| Compliance Organisation | There have been no particular considerations given <br> to interest of key stakeholders in setting policy. |
| Global Code of Ethics | See section 3.1.3. |
| Whistleblower and Non-Retaliation <br> Policy | There have been no particular considerations given <br> to interest of key stakeholders in setting policy. |
| Procurement Guideline | There have been no particular considerations given <br> to interest of key stakeholders in setting policy. |
| Supplier Code of Conduct | See section 3.2.2. |

| Policy | (G)1 ESRS 2 MDR-P 65f) Explanation of whether and how policy <br> is made available to potentially affected stakeholders and <br> stakeholders who need to help implement it |
| :-- | :-- |
| Anti-Bribery and Anti-Corruption Policy | The Anti-Bribery and Anti-Corruption Policy is available on the Intranet. |
| Rules of Procedure for the <br> Executive Board of Hapag-Lloyd <br> Aktiengesellschaft | The Rules of Procedure for the Executive Board are available <br> on Hapag-Lloyd's Intranet. <br> The Rules of Procedure for the Executive Board are shared <br> with Board Members. |
| Compliance Organisation | The Corporate Guideline Compliance Organisation is available <br> on Hapag-Lloyd's Intranet. |
| Global Code of Ethics | See section 3.1.3. |
| Whistleblower and Non-Retaliation <br> Policy | The Head of Department in Corporate Headquarters and the Managing <br> Director of each Area in which Hapag-Lloyd operates will be responsible <br> for assisting the Regional Compliance Officers and/or the Compliance <br> Department in ensuring that the right onboarding processes are in place <br> to ensure that all new employees review this Policy. <br> The Whistleblower and Non-Retaliation Policy is available <br> on Hapag-Lloyd's Intranet. |
| Procurement Guideline | The Procurement Guideline is available on the Intranet <br> and furthermore communicated directly to stakeholders. |
| Supplier Code of Conduct | See section 3.2.2. |

(G1 ESRS 2 GOV-1 5a, b) The role of the administrative, management and supervisory bodies is described in section 1.3.

# Corporate culture

(G1-1 9 AR 1) Hapag-Lloyd's Liner Shipping corporate culture is founded on its Global Code of Ethics, which embodies the core values "We care. We move. We deliver.". These values are considered the foundation of the Company's culture and shall guide its actions as a responsible and values-driven organisation. Managers are empowered to lead by example, taking ownership of their team's actions, and resolving conflicts. By living these values, Hapag-Lloyd aims to create a positive and inclusive work environment. A culture of honest and fair feedback shall be established through bottom-up as well as top-down models, and behaviour that does not correspond to the values is not tolerated and will be sanctioned. Integrity and a strong sense of ethics are continuously promoted by managers.

Hapag-Lloyd Liner Shipping develops its corporate culture through the competency model, which includes eight value-based behaviours describing the observable actions which are expected from all employees. To ensure that every employee lives up to Hapag-Lloyd's corporate values, the value-based behaviours are an integral part of Hapag-Lloyd's annual GSD, with which Hapag-Lloyd aims to encourage both a strong feedback culture and the value-based behaviour of each employee.
Hapag-Lloyd Liner Shipping ensures that all employees ashore and on board are familiarised with the Global Code of Ethics as part of the onboarding process and are aware of and understand the rules contained therein. Special attention is paid to maintaining a speak up culture: Employees should feel empowered to address any gaps, shortcomings, or ambiguities when they observe or suspect a compliance misconduct.

Hapag-Lloyd Liner Shipping evaluates its corporate culture via internal controls, associated policies and procedures, which help to avoid or correct any shortcomings. Identified compliance misconduct or violation of the Global Code of Ethics can lead to disciplinary measures. Serious violations can even lead to termination of the employment contract, reporting to the relevant authorities or other legal consequences.
As within the Terminal \&Infrastructure segment, SAAM Terminals previously established its corporate culture based on the corporate values which had been defined within its Code of Ethics. These values are Safety, Honesty, Respect, Responsibility, and Service, which are transmitted and promoted through the induction process, internal campaigns, and its Performance Management System.

# Business conduct

(G1-1 11) Hapag-Lloyd is governed by the provisions of the HinSchG, specifically sections 5, 6, and 9, which implement the requirements of EU Directive 2019/1937 on the protection of persons who report breaches of Union law.
(G1-1 10a) Compliance-related concerns can be reported via multiple reporting channels such as a "Speak Up Line" for reporting anonymously on a secure external hosted website which is available 24/7 in multiple languages. In addition, employees can speak up to divisional/local/ regional Compliance officers, the Global Compliance Team, their direct supervisors or to the local/regional/global Human Resources department. All reported allegations must be forwarded to the Compliance department and handled in accordance with a standardised process. While the "Speak Up Line" is also available for the stakeholders of the Terminal \&Infrastructure segment, SAAM Terminals had established its own reporting channel, "Canal de denuncias", which is accessible through its website. In addition, each business unit of SAAM Terminals has its own whistleblowing channel.

The Compliance department conducts a preliminary review to ensure the information provided by the whistleblower is sufficient and the report is credible. Reported compliance-related concerns, including actual or potential violations of human rights and/or social obligations committed by or involving Hapag-Lloyd staff, are forwarded to the Ethics Committee, which is responsible for evaluation of the reports. They meticulously decide on the necessary steps to be taken and subsequently provide their feedback to the Compliance department. This feedback is then communicated to the whistleblower, ensuring transparency and accountability in addressing the

reported concerns. Within seven days after submission of the report, the whistleblower receives a confirmation of the receipt of a report and within three months there will be feedback on the case. Once an investigation is completed, the outcome that is directly related to the reported compliance-related concern is communicated to the whistleblower. Applicable laws such as data protection legislation are complied with.
(G1-1 10b) Hapag-Lloyd has established a robust 'Anti-Bribery and Anti-Corruption Policy', grounded in internationally recognised standards, including those set by the U.S. Department of Justice and comparable with the German ISO 37001. The policy aligns with the United Nations Convention against Corruption, as it is grounded in the German Anti-Corruption law. Since Germany has ratified the Convention, its domestic legislation, including the Anti-Corruption law, reflects the Convention's principles, thereby ensuring the policy's consistency with international standards.

Through regular reviews and refinements, the Company ensures its policies remain comprehensive and up-to-date, supporting its ambition to be a responsible and ethical business partner.
(G1-1 10c) For the Liner Shipping segment protection under Hapag-Lloyd's Whistleblower and Non-Retaliation Policy is extended to whistleblowers who had reasonable grounds to believe that the information on breaches reported was true at the time of reporting in accordance with the HinSchG. The facts of the report should be described as truthfully and as accurately as possible. Baseless speculation should be avoided. A whistleblower will be protected against any kind of retaliation, even if the report afterwards is found to be unsubstantiated. Retaliation may include, but is not limited to suspension, lay-off, dismissal or equivalent measures, demotion or withholding of promotion, transfer of duties, change of location of place of work, reduction in wages, change in working hours, harassment, discrimination, failure to renew.

All employees are informed about the whistleblower reporting channels through Hapag-Lloyd's communication channels such as the Intranet and the employee magazine Logbook. Training to employees on how to use the whistleblower reporting channels is offered as part of the compliance management training concept, which includes in-person training and web-based sessions. Similar processes are established within the Terminal \&Infrastructure segment. Specifically at SAAM Terminals and its business units, as its whistleblower channel is designed to ensure anonymity and no retaliation. It is accessible to employees, clients, vendors, and third parties. The investigation process involves reception, preliminary analysis, and investigation, led by the Vice President Internal Audit and the Compliance Officer, with the help of external advisors if deemed to be necessary.
(G1-1 10a) With the procedures to follow-up on reports by whistleblowers in accordance with the HinSchG Hapag-Lloyd commits to investigate business conduct incidents openly and objectively and will gather both facts supporting and exonerating the allegation. In the absence of proof of alleged misconduct innocence will be presumed. Negative consequences resulting from the investigation process itself should be avoided as much as possible.

(G1-1 10g) To prevent breaches of compliance, the Executive Board has implemented a range of measures as part of the compliance management system including compliance training on business conduct. Compliance training aims to enable Hapag-Lloyd employees to fulfil their personal responsibility for lawful conduct in their respective areas of responsibility. The regular Compliance training programme so far consists of the following parts: Compliance Management training and workshops, Compliance face-to-face training and Compliance WBT. In addition, the training programme encompasses compliance training for third-party agents. Every conducted training session is documented on the internal Hapag-Lloyd Academy website. Employees worldwide are regularly made aware of compliance through various internal communication measures. Compliance communication makes a significant contribution to anchoring compliance in the corporate culture. The Global Compliance Team actively contributes to compliance communication by organising compliance activities, for example compliance quiz, short mandatory compliance videos on compliance topics to emphasise the importance of compliance content.
(G1-1 10h) Hapag-Lloyd has identified certain functions that are more susceptible to corruption and bribery risks. Furthermore, the Company recognises that departments engaging in regular interactions with business partners, such as vendors and customers, as well as those responsible for pricing, are also particularly vulnerable to corruption and bribery risks.
Among seafarers, Hapag-Lloyd has identified the Master, Chief Officer, and Chief Engineer roles as being particularly prone to corruption and bribery risks.
4.1.3. Management of relationships with suppliers (G1-2)
(G1-2 15a AR 2 - AR 3) In all procurement processes and business relationships with suppliers, the legal provisions applicable to suppliers and purchasers as well as Hapag-Lloyd's guidelines and policies must be complied with. This applies in particular - but not exclusively - to legal provisions in the area of anti-corruption and anti-money laundering, as well as to anti-trust, export control, GSCA, and labour law provisions. It is prohibited to conclude contracts that violate legal provisions, orders, and regulations applicable to the business relationship and, where applicable, local legal provisions or the above-mentioned guidelines and policies. Hapag-Lloyd recognises the importance of supplier management in maintaining effective control and driving continuous improvement in supplier relationships. As such, Global Procurement assumes a proactive role in managing the supplier portfolio, cultivating strategic partnerships with key suppliers, and conducting rigorous performance assessments to ensure alignment with the Company's exacting standards.

Hapag-Lloyd's key practices include:

- Supplier selection: Based on predefined requirements per category.
- Supplier qualification: Mandatory adherence to the Hapag-Lloyd SCoC and compliance standards.
- Supplier evaluation: Considers category specific KPIs and evaluates performance, strategy, risk management, human rights, and sustainability through self-reporting, audits, and monitoring.

- Supplier classification: Rankings based on performance, criticality, risk and strategic fit.
- Supplier development: Long-term optimisation measures regarding costs, performance, and risk.
- Regular reviews: Business and performance review meetings to foster continuous improvement.
- Supplier phase-out: Based on strategic decisions or performance.

Hapag-Lloyd's supplier engagement approach takes into account a range of sustainability risks, which are carefully evaluated and mitigated to ensure that the Company's high standards for responsible business practices are upheld throughout its global supply chain.

These standards include:

- Prohibition of the hiring or use of private or public security forces that would lead to impairments due to a lack of instruction or control
- Disregard for occupational health and safety and work-related health hazards
- Destruction of the basis of the livelihood of individuals through environmental pollution
- Disregard for the freedom of association - the rights to join trade unions and to engage in collective bargaining
- Unlawful infringement of land rights
- Prohibition of the employment of persons in forced labour and of all forms of slavery
- Prohibition of unequal treatment in employment
- Prohibition of child labour
- Prohibition of withholding an adequate living wage
- Prohibition of the production and/or use of substances within the scope of the Stockholm Convention and of the non-environmentally sound handling of waste containing persistent organic pollutants
- Prohibition of importing/exporting hazardous waste within the meaning of the Basel Convention
- Prohibition of the manufacture, use and/or disposal of mercury (Minamata Convention)

IG1-2 15b AR 2 - AR 3: The Hapag-Lloyd Liner Shipping SCoC outlines shared commitments to sustainability and serves as a guiding principle for procurement. Adherence to the SCoC and the incorporation of human rights and environmental due diligence clauses into contracts are essential requirements for suppliers.
The SCoC is a core requirement for supplier selection, outlining the essential criteria that must be upheld by Hapag-Lloyd and its suppliers.

Social criteria:

- Effective abolition of child labour
- Elimination of all forms of forced labour or modern slavery
- Occupational safety and health
- Freedom of association and the right to collective bargaining
- Diversity and inclusion
- Adequate remuneration
- Rights of communities and security

Environmental criteria:

- Decarbonisation
- Biodiversity
- Circularity
- Responsible handling of dangerous materials
(G1-2 14, G1-2 ESRS 2 MDR-P 62) Hapag-Lloyd has not established a dedicated policy specifically targeting late payments to small and medium-sized enterprises. Nevertheless, they are encompassed within the Company's overall payment practices, which emphasise timely settlements and mitigation of late payment risks.
4.1.4. Prevention and detection of corruption and bribery (G1-3)
(G1-3 18a AR 5-AR 6) Hapag-Lloyd has established comprehensive procedures to prevent, detect, and respond to corruption and bribery allegations, ensuring that any incidents are addressed promptly and appropriately.
At Hapag-Lloyd, it is of utmost priority that the Company operates in an ethical and lawful manner while complying with applicable anti-bribery and anti-corruption laws. Operating as a global company, Hapag-Lloyd's compliance extends to all applicable anti-bribery and anti-corruption laws of countries where Hapag-Lloyd has commercial activities. Hapag-Lloyd strictly prohibits giving, offering, promising, authorising, asking, soliciting, or accepting directly or indirectly anything of value with corrupt intent to and/or from government officials, business partners, including but not limited to vendors, agents, and customers, or among fellow employees anywhere in the world. Hapag-Lloyd has zero tolerance for any conduct that violates this policy.

Detect allegations or incidents of corruption and bribery Hapag-Lloyd employs mechanisms to detect allegations or incidents of corruption and bribery as described within the "Business conduct" section. The objective of these mechanisms is to ensure thorough monitoring and prompt identification of any misconduct.

Address allegations or incidents of corruption and bribery When allegations or incidents of corruption and bribery arise, Hapag-Lloyd aims to address them promptly and effectively, following the protocols outlined, previously described within the "Business conduct" section. With this approach Hapag-Lloyd wants to ensure that all reported allegations are investigated thoroughly and that appropriate corrective actions are taken to maintain Hapag-Lloyd's commitment to ethical business practices.

(G1-3 18b) Under the direction of the Ethics Committee, Hapag-Lloyd investigations related to bribery and corruption are conducted by the Corporate Audit department, separate from the management chain involved in prevention and detection, ensuring impartiality. Hapag-Lloyd's Compliance department reviews initial reports for credibility and maintains communication with whistleblowers throughout the process, providing feedback and updates as required. (G1-3 18c) The CCO reports quarterly to the Executive Board of Hapag-Lloyd AG on important incidents and breaches of compliance rules. In addition, the CCO has an ongoing duty to brief the Executive Board and the Chairman of the Supervisory Board in a timely manner on occurrences of special importance, such as grave breaches of compliance, including but not limited to violations of relevant laws, rules, or unethical conducts.
Outcomes of investigations of potential incidents of corruption and bribery are reported to the Supervisory Board via the annual report detailing compliance activities and incidents by the CCO.

Prevent allegations or incidents of corruption and bribery
(G1-3 20) The Corporate Guidelines of Hapag-Lloyd are incorporated into the general online training platform and published in the Hapag-Lloyd intranet by the Corporate Audit Department. New Hapag-Lloyd employees in the Liner Shipping segment are required to complete this general online training on the Corporate Guidelines within 15 days of joining the Company. The Local Training Administrator monitors participation in this training to ensure compliance. Additionally, it falls upon the responsible department to determine if further communication or specialised training is necessary beyond the general publication of the Corporate Guidelines. If deemed necessary, the responsible department must organise and facilitate this additional training on=communication.
(G1-3 21a) The training programme designed to enhance employees' understanding of anticorruption and anti-bribery regulations consists of communication tools such as WBT or videos, informing them about how to stay compliant with anti-bribery and anti-corruption laws, as well as outlining the appropriate escalation paths and procedures. Additionally, in person training is offered that covers those topics. (G1-3 21c) Both the Supervisory Board and Executive Board members undergo training on anti-corruption and anti-bribery measures to ensure a robust compliance culture.

# 4.1.5. Incidents of corruption or bribery (G1-4)

During the reporting period there has been one conviction and no fines have been paid due to violation of anti-corruption and anti-bribery laws.
(G1-4 24 a) Violations of anti-corruption and anti-bribery laws

(G1-3 AR 8) Prevention and detection of corruption or bribery -anti-corruption and bribery training

| | 2024 |
| :-- | :--: |
| Share of functions-at-risk covered by training programmes | $98.6 \%$ |
| Number of functions-at-risk covered by training programmes | 12,210 |
| Number of functions-at-risk | 12,389 |

(G1-4 24, ESRS 2 - MDR-A) Hapag-Lloyd has implemented two actions to mitigate its material IROs related to corruption and bribery: a comprehensive compliance training programme and supplier monitoring, both designed to promote a culture of integrity and responsible business practices.

# Action: Compliance training

(ESRS 2 MDR-A 68 a) Hapag-Lloyd established a mandatory compliance WBT that must be completed by every employee working under a Hapag-Lloyd Liner Shipping contract. These training sessions brief employees among others on the work of compliance and the four main topics and responsibilities of compliance, including anti-bribery and anti-corruption and the whistleblower system. It is the responsibility of each department deemed to be at higher risk regarding compliance-related topics to complete the in-person training on compliance every two years, or more frequently if necessary.
The expected outcome of this action is to equip Hapag-Lloyd Liner Shipping personnel with essential knowledge on compliance. For future reporting periods, a continuation of this action is planned.
(MDR-A 68 b-e, 69a-c) Further action details: Compliance training

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | All personnel with Hapag-Lloyd Liner Shipping employment contracts, both at sea and on land, as well as personnel at sea on ships managed by Hapag-Lloyd. |
| (MDR-A 68c) <br> Time horizon | There is no specific year for the completion of this action, as it is an ongoing process. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | Hapag-Lloyd provided face-to-face training sessions on compliance-related topics, demonstrating Hapag-Lloyd's commitment to fostering a robust compliance culture across all areas of its operations. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) any significant Opex and/or Capex current or future financial resources are not significant. |

## Action: Supplier monitoring

(ESRS 2 MDR-A 68 a) The second action plan relates to the Company's suppliers. Hapag-Lloyd engages with high-risk suppliers through a due diligence process that involves distributing comprehensive questionnaires to gather essential information and obtain their commitment to the Company's SCoC. In addition, the Company includes them in regular media monitoring. The expected outcome of this action is to strengthen Hapag-Lloyd's commitment to responsible

purchasing and ensuring selected suppliers comply with applicable laws and follow internationally recognised standards for environmental protection, social affairs, and corporate governance. For future reporting periods, a continuation of this action is planned.
(MDR-A 68 b-e, 69a-c) Further action details: Supplier monitoring

| MDR | Disclosure |
| :--: | :--: |
| (MDR-A 68b) <br> Scope | The scope of the key action involves the identification and management of Hapag-Lloyd's high-risk suppliers through regular risk assessments. A high-risk supplier is defined as a supplier identified during these assessments - both abstract and concrete - as having a high risk for breaches related to human or labour rights or environmental topics. Suppliers of the Terminal \&Infrastructure segment are not yet covered in the scope. |
| (MDR-A 68c) <br> Time horizon | The roll-out of the key action is planned for 2025. The key action is to be completed every reporting year as an ongoing initiative. |
| (MDR-A 68d) <br> Key action for harm mitigation | This action was not initiated to provide for and cooperate in or support the provision of remedy for those harmed by actual material impacts. |
| (MDR-A 68e) <br> Progress | No input on progress as no disclosure in previous period. |
| (MDR-A 69a-c) <br> Financial resources | As the implementation of the action plan does not require (and is not planned to require) any significant Opex and/or Capex current or future financial resources are not significant. |

# 4.1.6. Political influence and lobbying activities (G1-5)

(G1-5 29a) The Company has established a governance structure for overseeing political influence and lobbying activities, with specific responsibilities within the organisation. The designated Managing Director of Regulatory Affairs\&Sustainability is the representative responsible for overseeing political influence and lobbying activities. The Managing Director in this role reports directly to the CEO of Hapag-Lloyd. As part of the supervisory body, no specific member is responsible for overseeing activities related to exerting political influence including lobbying activities.
(G1-5 29b AR 9 - AR 10) (G1-5 29b I AR 9, i)) Consistent with its policy, Hapag-Lloyd adheres to a strict policy of non-partisanship and does not provide financial or in-kind contributions to political parties or voter organisations. As a result, no financial or material support was extended to political entities in the reporting period.
(G1-5 29c AR 14) The Company participates in discussions and political exchanges focusing on key issues related to climate change and the decarbonisation of shipping.
Notably, Hapag-Lloyd supports the work conducted by the World Shipping Council (WSC). The WSC collaborates with legislators from the IMO, the European Commission, government agencies, and other organisations to create global regulations that will accelerate the decarbonisation of shipping: Hapag-Lloyd's position, aligned with the WSC's stance, is that the shipping industry must reduce GHG emissions both in the short and long term. This public stance is in line with the management of Hapag-Lloyd's material IROs related to the topic of climate change (see section 2.2). This position aligns with the positive impact of Prioritisation of emission reduction of the shipping industry.

SAAM Terminals conducts lobbying meetings under the guidelines of the respective legislation to address mainly industry and security issues. In this regard, the issues are linked to IROs associated with labour standards and the working conditions of employees, occupational health and safety, and asset security. At the national level, the functions related to relations with authorities are allocated in roles such as Senior Vice President Commercial\&Business Development, Senior Vice President People\&Sustainability, and each general manager at the local level.
(G1-5 29d) The Company has been registered in the EU Transparency Register since November 2016 under the REG number 296016224456-02. (G1-5 30 AR 11) Members of Hapag-Lloyd's Supervisory Board and Executive Board do not hold positions in public administration in the two years preceding their appointment to their role at Hapag-Lloyd.

# 4.1.7. Payment practices (G1-6)

(G1-6 33b AR 16- AR 17) Hapag-Lloyd's predominant payment terms are based on a 30-day payment, although variations may apply in specific contexts.
(G1-6 33d) The average time Hapag-Lloyd takes to pay an invoice is calculated based on the date from where the contractual or statutory term is calculated until the value date of the actual payment, to be calculated in number of days. The time to pay is derived based on actual data from a full payment data set except for payments which are not related to standard vendor payments (for example internal payments, investments, hedging transactions with banks). To derive the KPI, the following approach is used:

- The payment volume for each specific time to pay period is multiplied by the time to pay (in days).
- The sum of all results from the previous step is divided by the total payment volume, yielding the KPI as an average time to pay, weighted by volume.

The percentage of payments aligned with payment terms refers to the Hapag-Lloyd AG and comprises $49.8 \%$ of the relevant payment volume for the Group. Hapag-Lloyd's systems are currently not yet designed to trigger a subsequent reconciliation against contractual payment targets. The payment parameters of various purchasing categories are collected from a large number of systems. In the current system, this data is not harmonized across all global subsidiaries of Hapag-Lloyd. It therefore cannot be verified whether the Hapag-Lloyd AG is representative for the entire group. Group-wide performance may vary accordingly. For the payments of invoices which are due "immediately" a 14 calendar day grace period was assumed, to reflect the time difference between invoice date, invoice receipt, processing time and actual payment.

(G1-6 33a, b, c) Payment practices

| | 2024 |
| :--: | :--: |
| Average number of days to pay invoice from date when contractual or statutory term of payment starts to be calculated | 35 |
| Share of payments aligned with payment terms | $90.1 \%$ |
| Number of legal proceedings due to late payments | - |

# 4.1.8. Minimum disclosure requirements - metrics (G1 MDR-M)

(MDR-M 75) Description of metric used to evaluate performance and effectiveness, in relation to material impact, risk or opportunity Related material sustainability topics:
Corruption and bribery; management of relationships
(MDR-M 77a) Disclosure of methodologies with suppliers including payment practices and significant assumptions behind metric

| Metric | Methodology and assumptions |
| :-- | :-- |
| Share of functions-at-risk covered <br> by training programmes | The coverage percentage refers to the number of <br> function-at-risk employees covered by the specific <br> training programmes that contain the topics of anti- <br> corruption and anti-bribery. The KPI is calculated <br> by dividing the number of functions-at-risk covered <br> by training programmes by the total of functions-at-risk. |
| Number of functions-at-risk covered <br> by training programmes | The KPI includes employees identified to be functions-at- <br> risk that have access to anti-corruption and anti-bribery <br> training programmes that are covered/have access to this <br> training offering. The specific training programmes contain <br> the topics of anti-corruption and anti-bribery. |
| Number of convictions for violation <br> of anti-corruption and anti-bribery laws | Cases that lead to a conviction for violation of anti- <br> corruption and anti-bribery laws in the reporting period <br> are included in the KPI regardless of whether the case <br> occurred in the reporting year or not. |

# 5. ANNEXES TO THE SUSTAINABILITY STATEMENT

| 5.1. List of abbreviations | |
| :--: | :--: |
| Abbreviation | Explanation |
| AER | Annual efficiency ratio |
| AktG | German Stock Corporation Act |
| ALPHA | Agile Leadership Program@Hapag-Uoyd |
| ATL | ATL Haulage Contractors Limited |
| CapEx | Capital Expenditure |
| $\mathrm{CO}_{2}$ | Carbon dioxide |
| CRVA | Climate Risk\&Vulnerability Assessment |
| CSRD | Corporate Sustainability Reporting Directive |
| DEI | Diversity, equity and inclusion |
| DMA | Double materiality assessment |
| DNSH | Do no significant harm |
| DWT | Deadweight tons |
| EEA | European Economic Area |
| EEDI | Energy Efficiency Design Index |
| EEXI | Energy Efficiency Existing Ship Index |
| ESG | Environment, social and governance |
| ESRS | European Sustainability Reporting Standards |
| ETS | Emissions Trading System |
| EU | European Union |
| FUP | Fleet Upgrade Program |
| GDPR | General Data Protection Regulation |
| GHG | Greenhouse gas |
| GRI | Global Reporting Initiative |
| GSCA | German Supply Chain Act |
| GSD | Global Staff Dialogue |
| HGB | German Commercial Code |
| HGT | Hanseatic Global Terminals |
| HinSchG | German Whistleblower Protection Act |
| IHM | Inventory of hazardous materials |
| ILO | International Labour Organisation |
| IMDG | International Maritime Dangerous Goods |
| IMO | International Maritime Organization |
| IPCC | Intergovernmental Panel on Climate Change |
| IRO | Impacts, risks, and opportunities |
| ISM | International Safety Management |
| ISMS | Information Security Management System |
| ISO | International Organisation for Standardisation |
| IT | Information technology |
| ITF | International Transport Workers' Federation |
| KBA | Key Biodiversity Areas |
| KPI | Key Performance Indicator |
| LMS | Learning Management System |
| LNG | Liquefied Natural Gas |
| MARPOL | International Convention for the Prevention of Pollution from Ships |
| MDR-P | Minimum Disclosure Requirements - Policies |
| MDR-A | Minimum Disclosure Requirements - Actions |
| MDR-T | Minimum Disclosure Requirements - Targets |
| MLC | Maritime Labour Convention |

| Abbreviation | Explanation |
| :--: | :--: |
| NACE | Statistical Classification of Economic Activities in the European Community |
| NIS | Directive of the European Commission on Network and Information Security |
| NOAA | National Oceanic Atmospheric Administration |
| $\mathrm{NO}_{\mathrm{x}}$ | Nitrogen oxides |
| NPS | Net Promoter Score |
| OECD | Organisation for Economic Co-operation and Development |
| OpEx | Operating Expenditure |
| PSSA | Particular Sensitive Sea Area |
| QEM | Quality and Environmental Management |
| RCP | Representative Concentration Pathway |
| RMS | Risk Management System |
| SC | Sustainability Committee |
| SCoC | Supplier Code of Conduct |
| SDG | Sustainable Development Goals |
| SMS | Safety Management System |
| $\mathrm{SO}_{\mathrm{x}}$ | Sulfur oxides |
| SSP | Shared Socioeconomic Pathway |
| TCFD | Task Force on Climate-Related Financial Disclosures |
| TDP | Talent Development Program |
| TEU | Twenty-foot Equivalent Unit |
| UK | United Kingdom |
| UNGP | United Nations Guiding Principles on Business and Human Rights |
| WBT | Web-based training |
| WSC | World Shipping Council |
| ZEMBA | Zero Emission Maritime Buyers Alliance |

5.2. List of data points that derive from other EU legislations (IRO-2)

| Disclosure Requirement and associated data point | SFDR reference | Pillar 3 <br> reference | Benchmark Regulation reference | EU Climate Law reference |
| :--: | :--: | :--: | :--: | :--: |
| ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d) | Indicator number 13 of Table \#1 of Annex 1 | | Commission Delegated <br> Regulation <br> (EU) 2020/1816 (27), <br> Annex II | |
| ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) | | | Delegated Regulation (EU) 2020/1816, Annex II | |
| ESRS 2 GOV-4 Statement on due diligence paragraph 30 | Indicator number 10 Table \#3 of Annex 1 | | | |
| ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i | Indicators number 4 <br> Table \#1 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 (28) Table 1; Qualitative information on Environmental risk and Table 2; Qualitative information on Social risk | Delegated Regulation (EU) 2020/1816, Annex II | |
| ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii | Indicator number 9 Table \#2 of Annex 1 | | Delegated Regulation (EU) 2020/1816, Annex II | |
| ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii | Indicator number 14 Table \#1 of Annex 1 | | Delegated Regulation (EU) 2020/1818 (29), Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II | |
| ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv | | | Delegated Regulation (EU) 2020/1818, <br> Article 12(1) Delegated <br> Regulation <br> (EU) 2020/1816, <br> Annex II | |
| ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 | | not applicable for Hapag-Lloyd | | |
| ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) | | not applicable for Hapag-Lloyd | | |
| ESRS E1-4 GHG emission reduction targets paragraph 34 | Indicator number 4 <br> Table \#2 of Annex 1 | Article 449a <br> Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3; Banking book - Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, Article 6 | |
| ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 | Indicator number 5 <br> Table \#1 and Indicator n. 5 Table \#2 of Annex 1 | | | |
| ESRS E1-5 Energy consumption and mix paragraph 37 | Indicator number 5 Table \#1 of Annex 1 | | | |
| ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 | Indicator number 6 Table \#1 of Annex 1 | | | |

| Disclosure Requirement and associated data point | SFDR reference | Pillar 3 <br> reference | Benchmark Regulation reference | EU Climate Law reference |
| :--: | :--: | :--: | :--: | :--: |
| ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 | Indicators number 1 and 2 Table \#1 of Annex 1 | Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book - Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, <br> Article 5(1), 6 and 8(1) | |
| ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 | Indicators number 3 Table \#1 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book - Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, <br> Article 8(1) | |
| ESRS E1-7 GHG removals and carbon credits paragraph 56 | | | | Regulation <br> (EU) 2021/1119, <br> Article 2(1) |
| ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRITR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 | Indicator number 8 <br> Table \#1 of Annex 1 <br> Indicator number 2 <br> Table \#2 of Annex 1 <br> Indicator number 3 <br> Table \#2 of Annex 1 | | | |
| ESRS E3-1 Water and marine resources paragraph 9 | | not material for Hapag-Lloyd | | |
| ESRS E3-1 Dedicated policy paragraph 13 | | not material for Hapag-Lloyd | | |
| ESRS E3-1 Sustainable oceans and seas paragraph 14 | | not material for Hapag-Lloyd | | |
| ESRS E3-4 Total water recycled and reused paragraph 28c | | not material for Hapag-Lloyd | | |
| ESRS E3-4 Total water consumption in $\mathrm{m}^{3}$ per net revenue on own operations paragraph 29 | | not material for Hapag-Lloyd | | |
| $\begin{aligned} & \text { ESRS 2 SBM-3 - } \\ & \text { E4 paragraph } 16(\mathrm{a}) \mathrm{i} \end{aligned}$ | Indicator number 7 <br> Table \#1 of Annex 1 | | | |
| ESRS 2 SBM-3 - <br> E4 paragraph 16 (b) | Indicator number 10 <br> Table \#2 of Annex 1 | | | |
| $\begin{aligned} & \text { ESRS 2 SBM-3 - } \\ & \text { E4 paragraph } 16(\mathrm{c}) \end{aligned}$ | Indicator number 14 <br> Table \#2 of Annex 1 | | | |
| ESRS E4-2 Sustainable land/agriculture practices or policies paragraph 24 (b) | | not applicable for Hapag-Lloyd | | |
| ESRS E4-2 Sustainable oceans/neas practices or policies paragraph 24 (c) | Indicator number 12 <br> Table \#2 of Annex 1 | | | |
| ESRS E4-2 Policies to address deforestation paragraph 24 (d) | | not applicable for Hapag-Lloyd | | |
| ESRS E5-5 Non-recycled waste paragraph 37 (d) | | not material for Hapag-Lloyd | | |
| ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 | | not material for Hapag-Lloyd | | |
| ESRS 2 SBM-3 - S1 Risk of incidents of forced labour paragraph 14 (f) | Indicator number 13 <br> Table \#3 of Annex I | | | |
| ESRS 2 SBM-3 - S1 Risk of incidents of child labour paragraph 14 (g) | Indicator number 12 <br> Table \#3 of Annex I | | | |

| Disclosure Requirement and associated data point | SFDR reference | Pillar 3 <br> reference | Benchmark Regulation reference | EU Climate Law reference |
| :--: | :--: | :--: | :--: | :--: |
| ESRS S1-1 Human rights policy commitments paragraph 20 | Indicator number 9 Table \#3 and Indicator number 11 Table \#1 of Annex I | | | |
| ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 | | | Delegated Regulation <br> (EU) 2020/1816, <br> Annex II | |
| ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22 | Indicator number 11 Table \#3 of Annex I | | | |
| ESRS S1-1 workplace accident prevention policy or management system paragraph 23 | Indicator number 1 Table \#3 of Annex I | | | |
| ESRS S1-3 grievance/complaints handling mechanisms paragraph $32(\mathrm{c})$ | Indicator number 5 Table \#3 of Annex I | | | |
| ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) | Indicator number 2 Table \#3 of Annex I | | Delegated Regulation (EU) 2020/1816, Annex II | |
| ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) | Indicator number 12 Table \#1 of Annex I | | Delegated Regulation (EU) 2020/1816, Annex II | |
| ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) | Indicator number 8 Table \#3 of Annex I | | | |
| ESRS S1-17 Incidents of discrimination paragraph 103 (a) | Indicator number 7 Table \#3 of Annex I | | | |
| ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines paragraph 104 (a) | Indicator number 10 Table \#1 and Indicator n. 14 Table \#3 of Annex I | | Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1) | |
| ESRS 2 SBM-3-S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) | Indicators number 12 and n. 13 Table \#3 of Annex I | | | |
| ESRS S2-1 Human rights policy commitments paragraph 17 | Indicator number 9 Table \#3 and Indicator n. 11 Table \#1 of Annex 1 | | | |
| ESRS S2-1 Policies related to value chain workers paragraph 18 | Indicator number 11 and n. 4 Table \#3 of Annex 1 | | | |
| ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 | Indicator number 10 Table \#1 of Annex 1 | | Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | |
| ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 | | | Delegated Regulation (EU) 2020/1816, Annex II | |
| ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 | Indicator number 14 Table \#3 of Annex 1 | | | |

| Disclosure Requirement and associated data point | SFDR reference | Pillar 3 <br> reference | Benchmark Regulation reference | EU Climate Law reference |
| :--: | :--: | :--: | :--: | :--: |
| ESRS S3-1 Human rights policy commitments paragraph 16 | Indicator number 9 <br> Table \#3 of Annex 1 and Indicator number 11 Table \#1 of Annex 1 | | | |
| ESRS S3-1 non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines paragraph 17 | Indicator number 10 <br> Table \#1 Annex 1 | | Delegated Regulation <br> (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | |
| ESRS S3-4 Human rights issues and incidents paragraph 36 | Indicator number 14 <br> Table \#3 of Annex 1 | | | |
| ESRS S4-1 Policies related to consumers and end-users paragraph 16 | | not material for Hapag-Lloyd | | |
| ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 | | not material for Hapag-Lloyd | | |
| ESRS S4-4 Human rights issues and incidents paragraph 35 | | not material for Hapag-Lloyd | | |
| ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) | Indicator number 15 <br> Table \#3 of Annex 1 | | | |
| ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) | Indicator number 6 <br> Table \#3 of Annex 1 | | | |
| ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a) | Indicator number 17 <br> Table \#3 of Annex 1 | | Delegated Regulation (EU) 2020/1816, Annex II) | |
| ESRS G1-4 Standards of anti-corruption and anti-bribery paragraph 24 (b) | Indicator number 16 <br> Table \#3 of Annex 1 | | | |

[^0]
[^0]: * Data points that are subject to the phase-in regulation and are not currently reported by the company are not shown.

# 5.3. Content Index - List of ESRS disclosure requirements (IRO-2)

Disclosure requirements Title
ESRS 2
General Information

ESRS 2 BP-1
ESRS 2 BP-2
General basic for preparation of sustainability statements
Disclosures in relation to specific circumstances
The role of the administrative, management and supervisory bodies
Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies
Integration of sustainability-related performance in incentive schemes
Statement on due diligence
Risk management and internal controls over sustainability reporting
Strategy, business model and value chain
Interests and views of stakeholders
Material impacts, risks and opportunities and their interaction with strategy and business model
Description of the processes to identify and assess material impacts, risks and opportunities
Disclosure requirements in ESRS covered by the undertaking's sustainability statement
Environmental Information
Consolidated disclosures pursuant to Art. 8 of the taxonomy regulation
Climate change
Material impacts, risks and opportunities and their interaction with strategy and business model
Policies related to climate change mitigation and adaptation
Actions and resources in relation to climate change policies
Targets related to climate change mitigation and adaptation
Energy consumption and mix
Gross Scopes 1, 2, 3 and total GHG emissions
GHG removals and GHG mitigation projects financed through carbon credits
Internal carbon pricing
Minimum disclosure requirements - metrics
Pollution
Material Impacts, risks and opportunities
Description of the processes to identify and assess material pollution-related impacts, risks and opportunities
Policies related to pollution
Actions and resources related to pollution
Target
Target
ESRS E2-4
ESRS E2-4
ESRS E2 MDR-M
ESRS E4
ESRS E4 IROs
ESRS E4 SBM-3
ESRS E4 IRO-1
ESRS E4-1
ESRS E4-2
ESRS E4-3
ESRS E4-4
ESRS E5
ESRS E5

ESRS E2 IROs
ESRS E2 IRO-1
ESRS E2-1
ESRS E2-2
ESRS E2-4
ESRS E4-4
ESRS E4-5
ESRS E5

ESRS E4 IROs
Material impacts, risks and opportunities
Material impacts, risks and opportunities and their interaction with strategy and business model
Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities
Transition plan and consideration of biodiversity and ecosystems in strategy and business model
Policies related to biodiversity and ecosystems
Actions and resources related to biodiversity and ecosystems
Targets related to biodiversity and ecosystems
Impact metrics related to biodiversity and ecosystems change
Resource use and circular economy

| Disclosure requirements | Title | Chapter |
| :--: | :--: | :--: |
| ESRS E5 IROs | Material impacts, risks and opportunities | 2.5.1 |
| ESRS E5 IRO-1 | Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities | 2.5.2 |
| ESRS E5-1 | Policies related to resource use and circular economy | 2.5.3 |
| ESRS E5-2 | Actions and resources related to resource use and circular economy | 2.5.4 |
| ESRS E5-3 | Targets related to resource use and circular economy | 2.5.5 |
| ESRS E5-4 | Resource inflows | 2.5.6 |
| ESRS E5 | Entity-specific metrics related to resource use and circular economy | 2.5.7 |
| ESRS E5 MDR-M | Minimum disclosure requirements - metrics | 2.5.8 |
| ESRS entity specific transport of dangerous goods | Transport of dangerous goods | 2.6 |
| ESRS entity specific transport of dangerous goods IROs | Material impacts, risks and opportunities | 2.6.1 |
| ESRS entity specific transport of dangerous goods, ESRS 2 MDR-P | Minimum disclosure requirements - policies related to the transport of dangerous goods. | 2.6.2 |
| ESRS entity specific transport of dangerous goods | Entity-specific metrics related to the transportation of dangerous goods | 2.6.3 |
| ESRS entity specific transport of dangerous goods, ESRS 2 MDR-T | Minimum disclosure requirements - targets related to the transport of dangerous goods | 2.6.4 |
| ESRS entity specific transport of dangerous goods, ESRS 2 MDR-A | Minimum disclosure requirements - actions related to the transport of dangerous goods | 2.6.5 |
| ESRS entity specific transport of dangerous goods, ESRS 2 MDR-M | Minimum disclosure requirements - metrics related to the transport of dangerous goods | 2.6.6 |
| | Social Information | 3 |
| ESRS S1 | Own workforce | 3.1 |
| ESRS S1 IROs | Material impacts, risks and opportunities | 3.1.1 |
| ESRS S1 SBM-1 | Material impacts, risks and opportunities and their interaction with strategy and business model | 3.1.2 |
| ESRS S1-1 | Policies related to own workforce | 3.1.3 |
| ESRS S1-2 | Processes for engaging with own workers and workers' representatives about impacts | 3.1.4 |
| ESRS S1-3 | Processes to remediate negative impacts and channels for own workers to raise concerns | 3.1.5 |
| ESRS S1-4 | Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions | 3.1.6 |
| ESRS S1-5 | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | 3.1.7 |
| ESRS S1-6 | Characteristics of the undertaking's employees | 3.1.8 |
| ESRS S1-7 | Characteristics of non-employee workers in Hapag-Lloyd' own workforce | 3.1.9 |
| ESRS S1-8 | Collective bargaining coverage and social dialogue | 3.1.10 |
| ESRS S1-9 | Diversity metrics | 3.1.11 |
| ESRS S1 | Entity-specific metrics related to own workforce | 3.1.12 |
| ESRS S1-10 | Adequate wages | 3.1.13 |
| ESRS S1-14 | Health and safety metrics | 3.1.14 |
| ESRS S1-16 | Remuneration metrics | 3.1.15 |
| ESRS S1-17 | Incidents, complaints and severe human rights impacts | 3.1.16 |

| Disclosure <br> requirements | Title | Chapter |
| :--: | :--: | :--: |
| ESRS S1 MDR-M | Minimum disclosure requirements - metrics | 3.1.17 |
| ESRS S2 | Workers in the value chain | 3.2 |
| ESRS S2 IROs | Material impacts, risks and opportunities | 3.2.1 |
| ESRS S2-1 | Policies related to value chain workers | 3.2.2 |
| ESRS S2-2 | Processes for engaging with value chain workers about impacts | 3.2.3 |
| ESRS S2-3 | Processes to remediate negative impacts and channels for value chain workers to raise concerns | 3.2.4 |
| ESRS S2-4 | Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions | 3.2.5 |
| ESRS S2-5 | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | 3.2.6 |
| ESRS S3 | Affected communities | 3.3 |
| ESRS S3 IROs | Material impacts, risks and opportunities | 3.3.1 |
| ESRS S3 SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | 3.3.2 |
| ESRS S3-1 | Policies related to affected communities | 3.3.3 |
| ESRS S3-2 | Processes for engaging with affected communities about impacts | 3.3.4 |
| ESRS S3-3 | Processes to remediate negative impacts and channels for affected communities to raise concerns | 3.3.5 |
| ESRS S3-4 | Acting on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions | 3.3.6 |
| ESRS S3-5 | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | 3.3.7 |
| ESRS entity specific | Information \& cyber security | 3.4 |
| ESRS entity specific Information \& cyber security IROs | Material impacts, risks and opportunities | 3.4.1 |
| ESRS entity specific Information \& cyber security, ESRS 2 MDR-P | Minimum disclosure requirements - policies related to information \& cyber security | 3.4.2 |
| ESRS entity specific Information \& cyber security, ESRS 2 MDR-T | Minimum disclosure requirements - targets related to information \& cyber security | 3.4.3 |
| ESRS entity specific Information \& cyber security, ESRS 2 MDR-A | Minimum disclosure requirements - actions related to information \& cyber security | 3.4.4 |
| ESRS entity specific data protection | Data protection | 3.5 |
| ESRS entity specific data protection IROs | Material impacts, risks and opportunities | 3.5.1 |
| ESRS entity specific data protection, ESRS 2 MDR-P | Minimum disclosure requirements - policies related to data protection | 3.5.2 |
| ESRS entity specific data protection | Entity-specific metrics related to data protection | 3.5.3 |
| ESRS entity specific data protection, ESRS 2 MDR-T | Minimum disclosure requirements - targets related to data protection | 3.5.4 |
| ESRS entity specific data protection, ESRS 2 MDR-A | Minimum disclosure requirements - actions related to data protection | 3.5.5 |
| ESRS entity specific data protection, ESRS 2 MDR-M | Minimum disclosure requirements - metrics related to data protection | 3.5.6 |

| Disclosure requirements | Title | Chapter |
| :--: | :--: | :--: |
| ESRS entity specific corporate citizenship | Corporate citizenship | 3.6 |
| ESRS entity specific corporate citizenship IROs | Material impacts, risks and opportunities | 3.6.1 |
| ESRS entity specific corporate citizenship, ESRS 2 MDR-P | Minimum disclosure requirements - policies related to corporate citizenship | 3.6.2 |
| ESRS entity specific corporate citizenship, ESRS 2 MDR-T | Minimum disclosure requirements - targets related to corporate citizenship | 3.6.3 |
| ESRS entity specific corporate citizenship, ESRS 2 MDR-A | Minimum disclosure requirements - actions related to corporate citizenship | 3.6.4 |
| | Governance Information | 4 |
| ESRS G1 | Business conduct | 4.1 |
| ESRS G1 IROs | Material impacts, risks and opportunities | 4.1.1 |
| ESRS G1-1 | Policies related to business conduct and corporate culture | 4.1.2 |
| ESRS G1-2 | Management of relationships with suppliers | 4.1.3 |
| ESRS G1-3 | Prevention and detection of corruption and bribery | 4.1.4 |
| ESRS G1-4 | Incidents of corruption or bribery | 4.1.5 |
| ESRS G1-5 | Political influence and lobbying activities | 4.1.6 |
| ESRS G1-6 | Payment practices | 4.1.7 |
| ESRS G1 MDR-M | Minimum disclosure requirements - metrics | 4.1.8 |
| | Annexes to the Sustainability Statement | 5 |
| | List of abbreviations | 5.1 |
| ESRS IRO-2 | List of Data points that derive from other EU legislations | 5.2 |
| ESRS IRO-2 | Content Index - List of ESRS disclosure requirements | 5.3 |
| | Reconciliation to GRI Standards | 5.4 |

# 5.4. Reconciliation to Standards of the Global Reporting Initiative (GRI)

| GRI Standard | GRI Name | ESRS DR Reference |
| :--: | :--: | :--: |
| GRI 2; General disclosures | | |
| GRI 2 2-2 | Entities included in the organization's sustainability reporting | ESRS 2 BP-1 |
| GRI 2 2-4 | Restatements of information | ESRS 2 BP-2 |
| GRI 2 2-6 | Activities, value chain and other business relationships | ESRS 2 SBM-1 |
| GRI 2 2-7 | Employees | ESRS 2 SBM-1; S1-6 |
| GRI 2 2-8 | Workers who are not employees | S1-7 |
| GRI 2 2-9 | Governance structure and composition | ESRS 2 GOV-1 |
| GRI 2 2-12 | Role of the highest governance body in overseeing the management of impacts | ESRS 2 GOV-1; ESRS 2 GOV-2; ESRS 2 SBM-2; G1.GOV-1 |
| GRI 2 2-13 | Delegation of responsibility for managing impacts | ESRS 2 GOV-1; ESRS 2 GOV-2; G1-3 |
| GRI 2 2-14 | Role of the highest governance body in sustainability reporting | ESRS 2 GOV-5; ESRS 2 IRO-1 |
| GRI 2 2-16 | Communication of critical concerns | ESRS 2 GOV-2; G1-1 |
| GRI 2 2-17 | Collective knowledge of the highest governance body | ESRS 2 GOV-1 |
| GRI 2 2-19 | Remuneration policies | ESRS 2 GOV-3, E1.GOV-3 |
| GRI 2 2-20 | Process to determine remuneration | ESRS 2 GOV-3 |
| GRI 2 2-21 | Annual total compensation ratio | S1-16 |
| GRI 2 2-22 | Statement on sustainable development strategy | ESRS 2 SBM-1; ESRS 2 BP-2 |
| GRI 2 2-23 | Policy commitments | S1-1; S2-1; S3-1; G1-1 |

| GRI Standard | GRI Name | ESRS DR Reference |
| :--: | :--: | :--: |
| GRI 2 2-24 | Embedding policy commitments | S2-1; G1-1 |
| GRI 2 2-25 | Processes to remediate negative impacts | S1-3; S1-17; S2-3 |
| GRI 2 2-26 | Mechanisms for seeking advice and raising concerns | G1-1 |
| GRI 2 2-27 a | Compliance with laws and regulations | G1-1; G1-3; S1-17; G1-4 |
| GRI 2 2-29 | Approach to stakeholder engagement | ESRS 2 SBM-2; S1-1; S1-2; S2-1; S2-2; S2-3; S3-1; S3-2 |
| GRI 2 2-30 | Collective bargaining agreements | S1-8 |
| GRI 3: Material topics | | |
| GRI 3 3-1 | Process to determine material topics | ESRS 2 BP-1; ESRS 2 IRO-1 |
| GRI 3 3-2 | List of material topics | ESRS 2 BP-2; ESRS 2 SBM-3 |
| GRI 201: Economic performance | | |
| GRI 201 201-1 | Direct economic value generated and distributed | ESRS 2 SBM-1; E1-6 |
| GRI 202: Market presence | | |
| GRI 202 202-1 | Ratios of standard entry level wage by gender compared to local minimum wage | S1-10 |
| GRI 204: Procurement Practices | | |
| GRI 3 3-3 | Management of material topics | G1-2 |
| GRI 205: Anti-Corruption | | |
| GRI 3 3-3 | Management of material topics | G1-1; G1-3; G1-4 |
| GRI 205 205-1 | Operations assessed for risks related to corruption | G1-3 |
| GRI 205 205-2 | Communication and training about corruption | G1-3 |
| GRI 206: Anti-competitive behaviour | | |
| GRI 206 206-1 | Legal actions for anti-competitive behaviour, anti-trust, and monopoly practices | G1-4 |
| GRI 301: Materials | | |
| GRI 3 3-3 | Management of material topics | E5-1; E5-2; E5-3 |
| GRI 301 301-1 | Materials used by weight or volume | E5-4 |
| GRI 301 301-2 | Recycled input materials used | E5-4 |
| GRI 301 301-3 | Reclaimed products and their packaging materials | E5-4 |
| GRI 302: Energy | | |
| GRI 3 3-3 | Management of material topics | E1-2; E1-3; E1-4 |
| GRI 302 302-1 | | |
| GRI 302 302-3 | Energy consumption within the organization | E1-5 |
| GRI 304: Biodiversity | | |
| GRI 3 3-3 | Management of material topics | E4-1; E4-2; E4-3; E4-5 |
| GRI 304 304-1 | Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas | E4-5 |
| GRI 304 304-3 | Habitats protected or restored | E4-3 |
| GRI 305: Emissions | | |
| GRI 3 3-3 | Management of material topics | E1-2; E1-3; E1-4; E1-7; E2.IRO-1 E2-1; E2-2; E2-3 |
| GRI 305 305-1 | Direct (Scope 1) GHG emissions | E1-6 |
| GRI 305 305-2 | Energy indirect (Scope 2) GHG emissions | E1-6 |
| GRI 305 305-3 | Other indirect (Scope 3) GHG emissions | E1-6 |
| GRI 305 305-4 | GHG emissions intensity | E1-6 |
| GRI 305 305-5 | Reduction of GHG emissions | E1-3; E1-4 |
| GRI 305 305-7 | Nitrogen oxides $\left(\mathrm{NO}_{\mathrm{x}}\right)$, sulfur oxides $\left(\mathrm{SO}_{\mathrm{x}}\right)$, and other significant air emissions | E2-4 |
| GRI 308: Supplier environmental assessment | | |
| GRI 3 3-3 | Management of material topics | G1-2 |
| GRI 308 308-1 | New suppliers that were screened using environmental criteria | G1-2 |
| GRI 401: Employment | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |

| GRI Standard | GRI Name | ESRS DR Reference |
| :--: | :--: | :--: |
| GRI 401 401-1 | New employee hires and employee turnover | S1-6 |
| GRI 402: Labor/Management Relations | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 403: Occupational health and safety | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 403 403-1 | Occupational health and safety management system | S1-1 |
| GRI 403 403-2 | Hazard identification, risk assessment, and incident investigation | S1-3 |
| GRI 403 403-7 | Prevention and mitigation of occupational health and safety impacts directly linked by business relationships | S2-4 |
| GRI 403 403-8 | Workers covered by an occupational health and safety management system | S1-14 |
| GRI 403 403-9 | Work-related injuries | S1-14 |
| GRI 404: Training and education | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 405: Diversity and equal opportunity | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 405 405-1 | Diversity of governance bodies and employees | ESRS 2 GOV-1; S1-9; S1-12 |
| GRI 405 405-2 | Ratio of basic salary and remuneration of women to men | S1-16 |
| GRI 406: Non-discrimination | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 406 406-1 | Incidents of discrimination and corrective actions taken | S1-17 |
| GRI 407: Freedom of association and collective bargaining | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 408: Child labour | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 408 408-1 | Operations and suppliers at significant risk for incidents of child labour | S1.SBM-3; S2.SBM-3 |
| GRI 409: Forced or compulsory labour | | |
| GRI 3 3-3 | Management of material topics | S1.SBM-3; S1-1; S1-2; S1-4; S1-5; S2.SBM-3; S2-1; S2-2; S2-4; S2-5 |
| GRI 409 409-1 | Operations and suppliers at significant risk for incidents of forced or compulsory labour | S1.SBM-3; S2.SBM-3 |
| GRI 413: Local Communities | | |
| GRI 3 3-3 | Management of material topics | S3.SBM-3; S3-1; S3-2; S3-4 |
| GRI 414: Supplier social assessment | | |
| GRI 3 3-3 | Management of material topics | G1-2 |
| GRI 414 414-1 | New suppliers that were screened using social criteria | G1-2 |
| GRI 415: Public policy | | |
| GRI 3 3-3 | Management of material topics | G1-5 |
| GRI 415 415-1 | Political contributions | G1-5 |
| GRI 418: Customer privacy | | |
| GRI 3 3-3 | Management of material topics | Entity-specific chapter "Data Protection" |
| GRI 418 418-1 | Substantiated complaints concerning breaches of customer privacy and losses of customer data | Entity-specific chapter "Data Protection" |

[^0]
[^0]: * This transition document is unaudited.

# NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS OF HAPAG-LLOYD AG

## GENERAL PRINCIPLES/PRELIMINARY REMARKS

The Hapag-Lloyd Group is essentially defined by the activities of the parent company Hapag-Lloyd AG, domiciled in Hamburg. The subsidiaries of Hapag-Lloyd AG mainly act as agencies on behalf and for the account of Hapag-Lloyd AG.

The business development of Hapag-Lloyd AG is fundamentally subject to the same risks and opportunities as the Hapag-Lloyd Group's shipping segment. The outlook for this segment of the Hapag-Lloyd Group largely reflects the expectations for Hapag-Lloyd AG due to the interrelationships between Hapag-Lloyd AG and its subsidiaries and the importance of Hapag-Lloyd AG within the Group. For this reason, the preceding comments apply to the Hapag-Lloyd Group as well as to Hapag-Lloyd AG.

The factors influencing Hapag-Lloyd AG's earnings before interest and taxes and those of the Group differ mainly as a result of the accounting principles used (IFRS and HGB) and particularly in relation to the different functional currencies (euro and US dollar) in this regard. Accordingly, Hapag-Lloyd AG is subject to exchange rate risks resulting in particular from financial debt denominated in USD, cash in hand and cash investments in foreign currencies, while currency risks arise within the Group from financial debt obtained in EUR and EUR cash in hand and cash investments.

The annual financial statements of Hapag-Lloyd AG are prepared in accordance with the German Commercial Code (HGB) and in accordance with the supplementary provisions of the German Stock Corporation Act (AktG) and were audited by the external auditors KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg. It is published in the company register.

Hapag-Lloyd AG has the following key branch offices active in the areas of sales and operations: Hapag-Lloyd Rotterdam (Rotterdam, Netherlands), Hapag-Lloyd Antwerp (Antwerp, Belgium), Hapag-Lloyd Denmark (Holte, Denmark).

As at 31 December 2024, Hapag-Lloyd AG's fleet consisted of 299 container ships, of which 118 were owned, including leases with a purchase option/obligation at the end of the term (previous year: 253 ships, of which 110 were owned). The number of employees of Hapag-Lloyd AG was 4,167 on the reporting date (previous year: 4,070).

# ECONOMIC REPORT

## Report on Hapag-Lloyd AG's development in 2024 compared with the forecast

In the Hapag-Lloyd Group's Combined Management Report 2023, a significant decline of the result from operating activities before the effects of foreign currency measurement was forecast for Hapag-Lloyd AG in the 2024 financial year. On October 24, 2024, the Executive Board of Hapag-Lloyd AG raised the earnings forecast for the 2024 financial year for Group EBITDA and Group EBIT. With earnings from operating activities of EUR 2,377.5 million in the 2024 financial year, the result was slightly higher than the previous year's figure of EUR 2,143.6 million and therefore significantly exceeded original expectations. The improvement in earnings is due to the good demand trend in the 2024 financial year and higher freight rates than originally expected as a result of the renewed disruptions in global supply chains. The main reasons for these developments are described in detail in the economic report of the Group's combined management report and the following earnings, financial and net assets position of HapagLloyd AG.

## Earnings, financial and net asset position

The general economic and sector-specific conditions of Hapag-Lloyd AG are essentially the same as those of the Group and are described in the Economic report of the combined management report.

## Earnings position

The 2024 financial year was characterised by good demand situation, which led to an increase in transport volumes compared to the previous year and average freight rates at the previous year's level. A significant increase in bunker consumption, which was due to the tense security situation in the Red Sea and the resulting need to divert ships around the Cape of Good Hope, led to an increase in transport expenses. In addition, there were positive effects on earnings from the stronger USD/EUR exchange rate of USD 1.04/EUR as at 31 December 2024 (previous year: USD 1.11/EUR). At USD 1.08/EUR, the average USD/EUR exchange rate corresponded to the USD/EUR exchange rate in the same period of the previous year (USD 1.08/EUR). These developments caused the net result from operating activities to increase by EUR 233.9 million to EUR 2,377.5 million. Taking into account a significantly lower financial result of EUR 255.1 million (previous year: EUR 1,084.2 million), Hapag-Lloyd AG recorded a net profit of EUR 2,551.3 million in the 2024 financial year (previous year period: EUR 3,013.5 million).

Notes to the income statement

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :--: | :--: | :--: |
| Revenue | 18,456.6 | 18,289.4 |
| Increase in capitalised expenses for unfinished voyages | 53.8 | 62.1 |
| Other own work capitalised | 24.9 | 21.2 |
| Other operating income | $1,343.1$ | $1,157.5$ |
| Transport expenses | 14,285.2 | 13,901.3 |
| Personnel expenses | 455.7 | 454.6 |
| Depreciation, amortisation and impairment | 797.7 | 693.5 |
| Other operating expenses | $1,962.3$ | 2,337.2 |
| Operating result | 2,377.5 | 2,143.6 |
| Financial result | 225.1 | 1,084.2 |
| thereof interest result | 78.2 | 423.2 |
| Taxes on income | 25.2 | $-143.8$ |
| Result after taxes | 2,627.9 | 3,084.0 |
| Other taxes | 76.6 | 70.5 |
| Net gain for the year | 2,551.3 | 3,013.5 |
| Retained earnings brought forward | 11,319.8 | 9,932.1 |
| Balance sheet profit | 13,871.1 | 12,945.6 |
| EBIT | 2,416.1 | 2,709.3 |
| EBIT margin (\%) | 13.1 | 14.8 |
| EBITDA | 3,213.8 | 3,402.8 |
| EBITDA margin (\%) | 17.4 | 18.6 |

Revenue increased by around 1\% to EUR 18,456.6 million in the 2024 financial year (previous year: EUR 18,289.4 million). This was due to the increase in transport volumes as a result of strong demand. Hapag-Lloyd AG transported a total of 12,351 TTEU in the current financial year (prior year period: 11,809 TTEU), an increase of 542 TTEU or 4.6\%. The average freight rate for the 2024 financial year was USD 1.489/TEU, which is the same level as the previous year (prior year period: USD 1,496/TEU).

Other operating income increased in the current reporting year from EUR 1,157.5 million to EUR 1,343.1 million. This was mainly due to reversals of provisions totalling EUR 374.8 million (previous year: EUR 299.0 million) as well as write-ups on receivables from affiliated companies of EUR 69.9 million (previous year: EUR 17.3 million) and money market funds of EUR 62.0 million (previous year: EUR 0 million). This was offset by the year-on-year decrease in exchange rate gains totalling EUR 616.1 million (prior year period: EUR 650.6 million), which resulted primarily from the valuation of foreign currency items as at the reporting date due to the USD/EUR exchange rate development.

In the 2024 financial year, transport expenses increased by EUR 383.8 million to EUR 14,285.2 million (previous year: EUR 13,901.3 million), which corresponds to a percentage increase of around 3\%. Within transport expenses, expenses for raw materials, consumables and supplies increased by EUR 388.2 million to EUR 2,630.0 million (prior year period: EUR 2,241.8 million), in particular due to the significant increase in the bunker consumption due to the necessary redirection of ships around the Cape of Good Hope. The cost of purchased services remained at the previous year's level of EUR 11,655.2 million (previous year: EUR 11,659.5 million). While expenses for containers and repositioning as well as container handling increased by EUR 711.6 million to EUR 8,067.8 million, expenses for ships and voyages (excluding fuel) fell by EUR 716.0 million to EUR 3,587.4 million, in particular due to the avoidance of the Suez Canal.

At EUR 455.7 million (prior year period: EUR 454.6 million), personnel expenses were only slightly higher than in the previous year. In the 2024 reporting year, Hapag-Lloyd employed an average of 4,109 people (including trainees) (previous year: 4,107 employees). As in the 2023 financial year, the ration of personnel expenses to revenue was $2.5 \%$.

Depreciation, amortisation and impairment of EUR 797.7 million was recorded in the 2024 financial year (previous year: EUR 693.5 million). The increase in depreciation and amortisation was mainly the result of higher depreciation and amortisation due to the investments made in ocean-going vessels and containers during the financial year.

The fall in other operating expenses by EUR 374.9 million to EUR 1,962.3 million resulted in particular from lower exchange rate losses, totalling EUR 653.0 million (previous year: EUR 842.5 million). These resulted largely from the valuation of foreign currency amounts as at the reporting date and lower realised losses from derivative financial instruments as part of dividend hedging.

Earnings from operating activities in the last financial year were EUR 2,377.5 million (previous year: EUR 2,143.6 million). Earnings before interest and taxes (EBIT) also include income from profit and loss transfer agreements, income from investments, write-ups and write-downs of financial assets and marketable securities, expenses from loss absorption and other taxes and totalled EUR 2,416.1 million as at the balance sheet date (previous year: EUR 2,709.3 million). Compared to the Group's EBIT of EUR 2,577.5 million, the HGB result is slightly lower. Despite the income from investments included in Hapag-Lloyd AG's individual financial statements, which totalled EUR 131.2 million in the current financial year (prior year period: EUR 682.1 million), the inclusion of the subsidiaries' results in the Group and the different accounting and measurement methods under IFRS and HGB in particular had an offsetting effect. At EUR 3,213.8 million (prior year period: EUR 3,402.8 million), earnings before interest, taxes, depreciation and amortisation (EBITDA), defined as EBIT plus depreciation and amortisation, were below the Group level of EUR 4,649.2 million (prior year period: EUR 4,460.9 million).

At EUR 225.1 million, the financial result was significantly lower than in the previous financial year (EUR 1,084.2 million). This includes a decline in net interest income of EUR 345.0 million to EUR 78.2 million. This was mainly due to lower interest income, which fell by EUR 272.2 million to EUR 283.8 million, in particular due to the lower volume of money market transactions. In addition, the decline in investment income by EUR 550.9 million to EUR 131.2 million had a negative impact on the financial result. In the previous year, this included in particular investment income from the subsidiary UASC Ltd. totalling EUR 585.0 million (current financial year: EUR 10.2 million).

After considering positive income taxes of EUR 25.2 million (previous year: tax expense of EUR 143.8 million) and other taxes of EUR 76.6 million (previous year: EUR 70.5 million), the net profit for the 2024 financial year totalled EUR 2,551.3 million (previous year: EUR 3,013.5 million). Taking into account the profit carried forward of EUR 11,319.8 million remaining after the distribution of EUR 1,625.8 million, the company reported retained earnings of EUR 13,871.1 million (previous year: EUR 12,945.6 million).

Financial and net asset position

Changes in the asset structure

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :--: | :--: | :--: |
| Assets | | |
| Fixed assets | 17,760.1 | 15,675.7 |
| thereof property, plant and equipment | 12,049.1 | 10,220.5 |
| Current assets | 8,635.5 | 8,152.5 |
| thereof cash-in-hand, bank balances and cheques | 3,591.6 | 4,369.6 |
| Prepaid expenses | 38.3 | 46.6 |
| Total assets | 26,433.9 | 23,674.9 |
| Equity and liabilities | | |
| Equity | 16,544.8 | 15,619.3 |
| Provisions | 2,262.2 | 2,116.9 |
| Financial liabilities | 965.1 | 998.0 |
| thereof short-term | 97.5 | 151.6 |
| Sundry liabilities | 6,633.5 | 5,137.0 |
| thereof short-term | 4,783.5 | 3,691.2 |
| Deferred income | 3.4 | 3.7 |
| Deferred tax liabilities | 24.8 | - |
| Total equity and liabilities | 26,433.9 | 23,674.9 |
| Net financial position (cash-in-hand, bank balances and cheques incl. securities less financial debt) | 5,902.6 | 6,191.4 |
| Equity ratio (\%) | 62.6 | 65.4 |

Compared to the previous year, Hapag-Lloyd AG's balance sheet total increased by EUR 2,559.0 million, from EUR 23,874.9 million to EUR 26,433.9 million as at 31 December 2024. This change resulted in particular from an increase in fixed assets of EUR 2,084.3 million to EUR 17,760.1 million.

Within fixed assets, property, plant and equipment increased by EUR 1,828.6 million to EUR 12,049.1 million. This included investments totalling EUR 2,589.5 million, which mainly related to additions to ocean-going vessels in the amount of EUR 1,040.7 million, container newbuilds in the amount of EUR 1,206.5 million and prepayments mainly made on vessel newbuilds and upgrades in the amount of EUR 261.6 million. Property, plant and equipment were reduced in particular by scheduled depreciation totalling EUR 720.0 million. On the balance sheet date, there were order commitments for investments totalling EUR 3,970.7 million due to contractual agreements, in particular from 28 newbuilds ordered, of which EUR 505.0 million will fall due in the 2025 financial year. The financial obligations in connection with the newly built vessels are covered by financing, which is being drawn down upon delivery of the vessels.

Financial assets increased by EUR 305.6 million to EUR 4,917.8 million in the financial year. This increase was mainly due to a EUR 251.4 million increase in shares in affiliated companies as a result of equity contributions from existing subsidiaries.

EUR 220.5 million of the EUR 483.0 million increase in current assets to EUR 8,635.5 million resulted from higher inventories, in particular due to the mandatory acquisition of EU allowances (EUAs) for $\mathrm{CO}_{2}$ emissions. In addition, receivables increased by EUR 607.6 million as at the reporting date. This was offset by a reduction in bank balances totalling EUR 778.5 million, which in turn was compensated by a shift of EUR 433.0 million to securities held as current assets.

As at 31 December 2024, Hapag-Lloyd AG had equity totalling EUR 16,544.8 million (previous year: EUR 15,619.3 million). The increase compared to the previous year resulted from the net profit for the year of EUR 2,551.3 million and the dividend payment of EUR 1,625.8 million, which had an offsetting effect. Taking into account the distribution of the dividend from the previous year's retained earnings and a remaining profit carried forward of EUR 11,319.8 million, retained earnings as at 31 December 2024 amounted to EUR 13,871.1 million (previous year: EUR 12,945.6 million). Taking into account the increase in total assets from EUR 23,874.9 million to EUR 26,433.9 million, the equity ratio as at 31 December 2024 was around 63\% (previous year: around 65\%).

Provisions increased in the reporting period from EUR 2,116.9 million to EUR 2,262.2 million. This figure included an increase in other provisions of EUR 207.4 million to EUR 1,738.8 million and an offsetting decrease in tax provisions of EUR 58.3 million to EUR 234.8 million.

Financial liabilities came to EUR 965.1 million at the reporting date (previous year: EUR 998.0 million). They comprise a euro bond issued by Hapag-Lloyd AG and liabilities to banks. The decrease in financial liabilities resulted in particular from regular and unscheduled repayments totalling EUR 188.6 million during the reporting year. The payment of ship financing for a new ship to be commissioned in the 2024 financial year in the amount of EUR 133.2 million had the opposite effect. Further details on individual financing activities can be found in the Group's financial position.

Other liabilities increased from EUR 5,137.0 million to EUR 6,633.5 million. EUR 322.3 million of this increase was attributable to trade payables and EUR 450.6 million to liabilities to affiliated companies. In addition, liabilities from finance leases increased from EUR 3.6 million to EUR 394.5 million.

For further information, in particular on the nature and maturity structure of the liabilities, please refer to Note (11) Liabilities in the Notes to the annual financial statements of Hapag-Lloyd AG.

Hapag-Lloyd AG manages the Hapag-Lloyd Group's liquidity centrally, based on a Group-wide liquidity concept. This concept requires that a significant portion of the Group's liquidity is concentrated within Hapag-Lloyd AG. An important instrument of this is the cash reserve located at Hapag-Lloyd AG. The amount of Hapag-Lloyd AG's liquidity item therefore reflects the global business activities of Hapag-Lloyd AG and other Group companies.

Hapag-Lloyd AG's solvency was fully guaranteed at all times in the last financial year by cash inflows from operating activities, bank balances, and both bilateral and syndicated credit facilities. The liquidity reserve (consisting of bank balances, current and non-current securities and unused credit lines) totalled EUR 7,565.3 million as at 31 December 2024 (previous year: EUR 7,843.9 million).

Hapag-Lloyd AG is subject to transaction risks resulting in particular from financial debt denominated in US dollars as well as cash investments.

To hedge euro exchange rate risks, derivative hedging transactions are concluded, the hedging effect of which is only felt within the Group. Interest rate risks which arise as a result of liquidity procurement on the international money and capital markets are centrally managed within the scope of interest rate management and are partly limited using derivative interest rate hedging instruments.

The use of derivative hedging is strictly transaction-related; derivatives are not used for speculation purposes.

The off-balance-sheet obligations of Hapag-Lloyd AG are presented in Notes (14) Contingencies and (15) Other financial obligations in the Notes to the annual financial statements of Hapag-Lloyd AG.

# OUTLOOK, RISK AND OPPORTUNITY REPORT

The outlook for the Liner Shipping segment of the Hapag Lloyd Group largely reflects the expectations for Hapag-Lloyd AG due to the interrelationships between Hapag-Lloyd AG and its subsidiaries and the significance of Hapag-Lloyd AG within the Group. For this reason, the comments on the outlook for the Hapag-Lloyd Group presented in the outlook, risk and opportunity report also apply in principle to Hapag-Lloyd AG. The factors influencing Hapag-Lloyd AG's operating result and that of the Group differ mainly as a result of the accounting principles used (IFRS and HGB) and here in particular with regard to the different functional currencies (euro and US dollar).

Due to the development of the operating result from Hapag-Lloyd AG's operating activities before the effects of foreign currency measurement as at the balance sheet date in 2024, a significant decline in the result from operating activities should be expected, assuming an unchanged USD/ EUR exchange rate as at the balance sheet date of 31 December 2025. This statement is to be considered in connection with the outlook for the Hapag-Lloyd Group for the 2025 financial year.

The business development of Hapag-Lloyd AG is generally subject to the cross-segment risks and opportunities of the Hapag-Lloyd Group as well as the same risks and opportunities of the Liner Shipping segment, which are described in detail in the outlook, risk and opportunity report in the combined management report. Furthermore, the following deviating or supplementary risks exist:

- A sustained deterioration in the earnings position could lead to an impairment of the capitalised goodwill in Hapag-Lloyd AG's statement of financial position and an impairment of the carrying amounts of the investments. The negative effects on the earnings and net asset position of Hapag-Lloyd AG are classified as critical. In view of the uncertainties in the macroeconomic environment, e.g. changes in interest rates, the probability of occurrence of such risks is classified as low.
- As a rule, Hapag-Lloyd AG participates in the risks and opportunities of its investments. The negative impact on Hapag-Lloyd AG's earnings and asset position are categorised as critical and the probability of occurrence is classified as low.
- From the perspective of Hapag-Lloyd AG's separate financial statements in accordance with the German Commercial Code (HGB), a strengthening of the US dollar - particularly for the measurement effects of financial debt denominated in US dollars as at the reporting date represents a further risk. The probability of occurrence is classified as low and the impact of such exchange rate fluctuations on Hapag-Lloyd AG's earnings before interest and taxes (EBIT) is classified as bearable. By contrast, any weakening of the US dollar against the euro represents an opportunity. The opposite applies to the opportunities and risks relating to Hapag-Lloyd AG's financial investments in US dollars are the same; a weakening of the US dollar represents a risk, while a strengthening represents an opportunity.

Hapag-Lloyd AG is included in the Group-wide risk management system and the internal control system of the Hapag-Lloyd Group. For more detailed information, please refer to the risk and opportunity report in the combined management report.

# REPORT BY THE EXECUTIVE BOARD ON RELATIONSHIPS WITH AFFILIATED COMPANIES

Pursuant to Section 312 of the German Stock Corporation Act (AktG), the Executive Board of Hapag-Lloyd AG prepared a report on relationships with affiliated companies for the period from 1 January to 31 December 2024, which contains the following conclusion: "Our Company received appropriate compensation for each legal transaction listed in the report on relationships with affiliated companies in accordance with the circumstances known to us when the legal transactions were conducted. No actions required by or in the interests of the controlling companies or their affiliated companies subject to a reporting obligation were taken or omitted."

Hamburg, 26 February 2025

## Hapag-Lloyd Aktiengesellschaft

Executive Board

Rolf Habben Jansen

Donya-Florence Amer
Dheeraj Bhatia
Mark Frese
Dr. Maximilian Rothkopf



# CONSOLIDATED INCOME STATEMENT

of Hapag-Lloyd AG for the period 1 January to 31 December 2024

| million EUR | Notes | 1.1.-31.12.2024 | 1.1.-31.12.2023 (adjusted) * |
| :--: | :--: | :--: | :--: |
| Revenue | (1) | 19,111.8 | 17,929.5 |
| Transport and terminal expenses | (2) | 12,865.4 | 11,928.9 |
| Personnel expenses | (3) | 1,154.4 | 1,029.7 |
| Depreciation, amortisation and impairment | (4) | 2,071.7 | 1,931.8 |
| Other operating result | (5) | $-441.8$ | $-526.2$ |
| Operating result | | 2,578.5 | 2,513.0 |
| Share of profit of equity-accounted investees | (12) | 0.2 | 13.9 |
| Result from investments | (12) | $-1.2$ | 2.2 |
| Earnings before interest and taxes (EBIT) | | 2,577.5 | 2,529.2 |
| Interest income and other finance income | (6) | 370.5 | 593.8 |
| Interest expenses and other finance expenses | (6) | 316.8 | 242.3 |
| Other financial items | (7) | $-9.3$ | 151.6 |
| Earnings before taxes | | 2,621.9 | 3,032.3 |
| Income taxes | (8) | 229.8 | 83.7 |
| Group profit/loss | | 2,392.1 | 2,948.6 |
| thereof attributable to shareholders of Hapag-Lloyd AG | (9) | 2,385.5 | 2,934.3 |
| thereof attributable to non-controlling interests | (21) | 6.6 | 14.2 |
| Basic/diluted earnings per share (in EUR) | (9) | 13.57 | 16.70 |

* The comparative information has been marginally adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

# CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

of Hapag-Lloyd AG for the period 1 January to 31 December 2024

| million EUR | Notes | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ <br> (adjusted) $^{*}$ |
| :--: | :--: | :--: | :--: |
| Group profit/loss* | | 2,392.1 | 2,948.6 |
| Items that will not be reclassified to profit and loss: | | | |
| Remeasurements from defined benefit plans after tax | (20) | 11.5 | $-18.6$ |
| Remeasurements from defined benefit plans before tax | | 12.6 | $-20.4$ |
| Tax effect | | $-1.1$ | 1.8 |
| Currency translation differences (no tax effect) * | (20) | $1,211.1$ | $-1,033.4$ |
| Items that may be reclassified to profit and loss: | | | |
| Cash flow hedges (no tax effect) | (20) | $-12.7$ | $-17.1$ |
| Effective share of the changes in fair value | | $-24.0$ | 15.7 |
| Reclassification to profit or loss | | 10.4 | $-31.8$ |
| Currency translation differences on cash flow hedges | | 0.9 | $-1.0$ |
| Cost of hedging (no tax effect) | (20) | 0.6 | 1.8 |
| Changes in fair value | | $-3.7$ | $-3.2$ |
| Reclassification to profit or loss | | 4.1 | 5.1 |
| Currency translation differences on cost of hedging | | 0.2 | $-0.1$ |
| Financial assets at fair value through other comprehensive income after tax | | $-1.3$ | 5.3 |
| Financial assets at fair value through other comprehensive income before tax | | $-2.1$ | 5.3 |
| Tax effect | | 0.7 | - |
| Other comprehensive income | | 1,209.1 | $-1,062.0$ |
| Total comprehensive income | | 3,601.2 | 1,886.5 |
| thereof attributable to shareholders of Hapag-Lloyd AG* | | 3,590.4 | 1,873.1 |
| thereof attributable to non-controlling interests* | (21) | 10.8 | 13.4 |

[^0]
[^0]: * The comparative information has been marginally adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# CONSOLIDATED STATEMENT OF FINANCIAL POSITION

of Hapag-Lloyd AG as at 31 December 2024

ASSETS

| million EUR | Notes | 31.12 .2024 | 31.12 .2023 (adjusted) * |
| :--: | :--: | :--: | :--: |
| Goodwill | (10) | 2,057.1 | 1,909.4 |
| Other intangible assets | (10) | 1,725.9 | 1,721.1 |
| Property, plant and equipment | (11) | 17,179.6 | 13,580.7 |
| Investments in equity-accounted investees | (12) | 1,464.7 | 1,281.7 |
| Other financial assets | (13) | 71.0 | 56.0 |
| Other non-financial assets | (14) | 22.5 | 18.7 |
| Derivative financial instruments | (15) | 0.8 | 1.4 |
| Receivables from income taxes | (8) | 7.4 | 6.1 |
| Deferred tax assets | (8) | 62.4 | 186.5 |
| Non-current assets | | 22,591.2 | 18,761.6 |
| Inventories | (16) | 630.6 | 454.3 |
| Trade accounts receivable | (13) | 2,447.1 | 1,657.0 |
| Other financial assets | (13) | 2,307.1 | 2,083.1 |
| Other non-financial assets | (14) | 146.4 | 202.6 |
| Derivative financial instruments | (15) | - | 11.8 |
| Income tax receivables | (8) | 14.0 | 13.8 |
| Cash and cash equivalents | (17) | 5,480.6 | 5,809.8 |
| Current assets | | 11,025.8 | 10,232.5 |
| Total assets | | 33,617.1 | 28,994.2 |

* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

# EQUITY AND LIABILITIES

| million EUR | Notes | 31.12.2024 | 31.12.2023 <br> (adjusted) * |
| :--: | :--: | :--: | :--: |
| Subscribed capital | (18) | 175.8 | 175.8 |
| Capital reserves | (18) | 2,637.4 | 2,637.4 |
| Earned consolidated equity | (19) | 16,063.9 | 15,304.5 |
| Cumulative other equity | (20) | 1,776.8 | 571.9 |
| Equity attributable to shareholders of Hapag-Lloyd AG | | 20,653.8 | 18,689.5 |
| Non-controlling interests | (21) | 69.4 | 73.2 |
| Equity | | 20,723.2 | 18,762.7 |
| Provisions for pensions and similar obligations | (22) | 240.7 | 247.0 |
| Other provisions | (24) | 143.6 | 86.6 |
| Financial debt | (25) | 2,370.8 | 2,318.9 |
| Lease and service concession liabilities | (25) | 2,715.9 | 1,489.2 |
| Other financial liabilities | (26) | 4.7 | 35.1 |
| Other non-financial liabilities | (27) | 1.2 | 0.5 |
| Deferred tax liabilities | (8) | 255.1 | 153.7 |
| Non-current liabilities | | 5,731.9 | 4,330.9 |
| Provisions for pensions and similar obligations | (22) | 13.2 | 12.4 |
| Other provisions | (24) | 1,397.8 | 1,101.2 |
| Income tax liabilities | (8) | 134.6 | 239.3 |
| Financial debt | (25) | 480.8 | 451.2 |
| Lease and service concession liabilities | (25) | 1,040.8 | 804.5 |
| Trade accounts payable | (26) | 2,765.9 | 2,487.4 |
| Contract liabilities | (27) | 1,037.9 | 566.5 |
| Other financial liabilities | (26) | 201.4 | 176.0 |
| Other non-financial liabilities | (27) | 70.4 | 51.3 |
| Derivative financial instruments | (28) | 19.1 | 10.8 |
| Current liabilities | | 7,162.0 | 5,900.6 |
| Total equity and liabilities | | 33,617.1 | 28,994.2 |

* The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# CONSOLIDATED STATEMENT OF CASH FLOWS

of Hapag-Lloyd AG for the period 1 January to 31 December 2024

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ <br> (adjusted) * |
| :--: | :--: | :--: |
| Group profit/loss | 2,392.1 | 2,948.6 |
| Income tax expenses (+)/income (-) | 229.8 | 83.7 |
| Other finacial Items | 9.3 | $-151.6$ |
| Interest result | $-53.7$ | $-351.5$ |
| Depreciation, amortisation and impairment (+)/write-backs (-) | 2,071.7 | 1,931.8 |
| Profit (-)/loss (+) from disposals of non-current assets | $-18.9$ | $-41.8$ |
| Income (-)/expenses (+) from equity accounted investees and dividends from other investments | $-2.8$ | $-16.2$ |
| Other non-cash expenses (+)/income (-) | $-26.3$ | $-18.6$ |
| Increase (-)/decrease (+) in inventories | $-140.5$ | $-22.9$ |
| Increase (-)/decrease (+) in receivables and other assets | $-608.3$ | 1,148.6 |
| Increase (+)/decrease (-) in provisions | 147.3 | 245.4 |
| Increase (+)/decrease (-) in liabilities (excl. financial debt) | 459.6 | $-650.7$ |
| Payments received from (+)/made for (-) income taxes | $-94.4$ | $-138.7$ |
| Cash inflow (+)/outflow (-) from operating activities | 4,364.9 | 4,966.0 |
| Payments received from disposals of property, plant and equipment and intangible assets | 70.8 | 110.6 |
| Payments received from dividends of equity accounted investees | 40.5 | 57.6 |
| Payments received from the disposal of assets held for sale | - | 15.0 |
| Payments made for investments in property, plant and equipment and intangible assets | $-2,166.4$ | $-1,704.6$ |
| Net cash inflow (+)/outflow (-) from acquisition | $-23.2$ | $-762.8$ |
| Payments received for the redemption of issued loans | 12.4 | 0.7 |
| Payments made for the issuing of loans | $-14.1$ | $-2.9$ |
| Payments made for the acquisition of shares of equity accounted investees ${ }^{\dagger}$ | $-193.1$ | $-873.5$ |
| Change of financial assets and financial assets held for investment | $-40.5$ | 924.8 |
| Payments received for interest | 336.0 | 587.0 |
| Cash inflow (+)/outflow (-) from investing activities | $-1,977.5$ | $-1,648.2$ |

[^0]
[^0]: 1 Also includes payments for capital contributions to existing companies accounted for using the equity method

* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ <br> (adjusted) ${ }^{*}$ |
| :--: | :--: | :--: |
| Payments made from changes in ownership interests in subsidiaries | $-1.0$ | - |
| Payments made for dividends | $-1,639.5$ | $-11,088.3$ |
| Payments received from raising financial debt | 406.2 | 484.8 |
| Payments made for the redemption of financial debt | $-487.1$ | $-474.3$ |
| Payments made for the redemption of lease and service concession liabilities | $-1,036.4$ | $-1,026.5$ |
| Payments made for interest and fees | $-311.8$ | $-231.5$ |
| Payments received ( + ) and made ( - ) from hedges for financial debt | $-13.4$ | 159.2 |
| Cash inflow ( + )/outflow ( - ) from financing activities | $-3,083.0$ | $-12,176.5$ |
| Net change in cash and cash equivalents | $-695.6$ | $-8,858.7$ |
| Cash and cash equivalents at beginning of period | 5,809.8 | 15,236.1 |
| Change in cash and cash equivalents due to exchange rate fluctuations | 366.4 | $-567.6$ |
| Net change in cash and cash equivalents | $-695.6$ | $-8,858.7$ |
| Cash and cash equivalents at end of period | 5,480.6 | 5,809.8 |

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

of Hapag-Lloyd AG for the period 1 January to 31 December 2024

Equity attributable

| million EUR | Subscribed capital | Capital reserves | Retained earnings |
| :--: | :--: | :--: | :--: |
| As at 1.1.2023 | 175.8 | 2,637.4 | 23,447.3 |
| Total comprehensive income | - | - | 2,934.3 |
| thereof | | | |
| Group profit/loss* | - | - | 2,934.3 |
| Other comprehensive income* | - | - | - |
| Transactions with shareholders | - | - | $-11,077.0$ |
| thereof | | | |
| Distribution to shareholder | - | - | $-11,072.9$ |
| Distribution to non-controlling interests | - | - | - |
| Addition of shares of non-controlling interests from first-time consolidation* | - | - | - |
| Disposal of shares of non-controlling interests | - | - | $-4.1$ |
| Reclassification from reserve for remeasurements from defined benefit pension plans | - | - | $-0.2$ |
| As at 31.12.2023 | 175.8 | 2,637.4 | 15,304.5 |
| As at 1.1.2024 | 175.8 | 2,637.4 | 15,304.5 |
| Total comprehensive income | - | - | 2,385.5 |
| thereof | | | |
| Group profit/loss | - | - | 2,385.5 |
| Other comprehensive income | - | - | - |
| Transactions with shareholders | - | - | $-1,626.1$ |
| thereof | | | |
| Distribution to shareholder | - | - | $-1,625.8$ |
| Distribution to non-controlling interests | - | - | - |
| Acquisition of shares from non-controlling interests without change of control | - | - | $-0.3$ |
| As at 31.12.2024 | 175.8 | 2,637.4 | 16,063.9 |

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
*Adjustments in the measurement period" in the notes of the consolidated financial statements.


# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

## FUNDAMENTAL ACCOUNTING PRINCIPLES

## General information

Hapag-Lloyd is an international Group whose primary purpose is to provide ocean container liner shipping activities, logistical services, all associated business operations and services, and transshipment facilities (terminals).

Hapag-Lloyd Aktiengesellschaft (Hapag-Lloyd AG), domiciled in Hamburg at Ballindamm 25, Hamburg, Germany, is the parent company of the Hapag-Lloyd Group and a listed company in accordance with German law. The Company is registered in commercial register B of the District Court in Hamburg under the registration number HRB 97937. The Company's shares are traded on the Frankfurt and Hamburg Stock Exchanges.

The Declaration of Conformity with the German Corporate Governance Code (GCGC) required under Section 161 of the German Stock Corporation Act (AktG) has been issued by the Executive Board and Supervisory Board, and has been made permanently available on the Company's website (www.hapag-lloyd.com).

The consolidated financial statements are reported and published in euros (EUR). All amounts recognised for the financial year are reported in millions of euros (EUR million) unless otherwise stated. In individual cases, rounding differences may occur in the tables and charts included in these consolidated financial statements. Such differences arise for computational reasons.

These consolidated financial statements encompass the financial year from 1 January to 31 December 2024 and were approved by the Executive Board of Hapag-Lloyd AG for passing on to the Supervisory Board on 26 February 2025. The Supervisory Board plans to review and approve the consolidated financial statements on 19 March 2025.

## Accounting principles

The consolidated financial statements of Hapag-Lloyd AG were prepared in accordance with the International Financial Reporting Standards (IFRS) laid out by the International Accounting Standards Board (IASB), including the interpretations of the IFRS Interpretations Committee (IFRIC), as they are to be applied in the European Union (EU). In addition, the German commercial law provisions that must be observed pursuant to Section 315e (1) of the German Commercial Code (HGB) in the version applicable in the financial year have also been taken into consideration. The consolidated financial statements are published in the online version of the German Federal Gazette.

# New accounting standards

The following changes to existing standards published by the IASB, which have already been endorsed, had to be applied for the first time in the 2024 financial year:

- Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
- Amendments to IFRS 16: Lease Liabilities in a Sale and Leaseback
- Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements

The standards to be applied for the first time in the 2024 financial year have no significant impact on the net asset, financial and earnings position of the Hapag-Lloyd Group.

Standards that were not yet mandatory in the financial year
The following amended standards and interpretations had been adopted by the IASB at the time these consolidated financial statements were prepared, but were not yet mandatory in the 2024 financial year.

| Standard/ <br> Interpretation | | Mandatory application as per | Adopted by EU Commission |
| :--: | :--: | :--: | :--: |
| IAS 21 | Amendments to IAS 21: <br> Lack of Exchangeability | 1.1.2025 | Endorsed |
| IFRS 9/ <br> IFRS 7 | Amendments to IFRS 9 and IFRS 7: <br> Classification and Measurement of Financial Instruments | 1.1.2026 | Pending |
| IFRS 9/ <br> IFRS 7 | Amendments to IFRS 9 and IFRS 7: <br> Contracts Referencing Nature-dependent Electricity | 1.1.2026 | Pending |
| IFRS 18 | IFRS 18: <br> Presentation and Disclosure in Financial Statements | 1.1.2027 | Pending |
| IFRS 19 | IFRS 19: <br> Subsidiaries without Public Accountability: Disclosures | 1.1.2027 | Pending |

None of these regulations will be applicable until the 2025 financial year or later. The Hapag-Lloyd Group has decided against early adoption of these standards. Only those provisions relevant to the Hapag-Lloyd Group are explained below. Unless stated otherwise, the Group does not currently expect there to be any significant effects on the consolidated financial statements as a result of these standards.

EU endorsement has already been given Amendments to IAS 21: Lack of Exchangeability
The amendments add detailed rules to IAS 21, to determine whether two currencies can be exchanged between each other and how conversion rates are to be determined if they cannot be exchanged. In addition, the disclosure requirements will be introduced to enable users of the financial statements to assess the actual or expected impact of the inability to exchange on the enterprise's net asset, financial and earnings position.

# EU endorsement still pending

Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments The amendments clarify the classification of financial assets that are linked to environmental, social and governance (ESG) and similar characteristics. The extent to which such ESG characteristics in financial instruments affect subsequent measurement, i. e. accounting at amortised cost or fair value, has been discussed in practice. The subsequent measurement depends on the cash flow characteristics of the financial asset. With the amendments, the IASB wants to clarify how the contractual cash flows of corresponding instruments are to be assessed in this context.

In addition, the amendment addresses the fulfilment of liabilities through electronic payment systems. On the one hand, the amendments clarify the point in time at which derecognition occurs. In addition, the option is introduced to derecognise a financial liability before the entity delivers cash on the settlement date, provided certain criteria are met.

With the amendments, the IASB has also introduced additional disclosure requirements regarding investments in equity instruments measured at fair value through other comprehensive income and financial instruments with contingent features (e.g. ESG objectives).

Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity Contracts relating to nature-dependent electricity help companies to access electricity from sources such as wind or solar power. These are often structured as power purchase agreements (PPAs). Purchases under these contracts can fluctuate due to unforeseen events such as weather conditions. The application of current accounting standards could lead to profit and loss effects that do not necessarily adequately reflect the impact of these contracts on the performance of the reporting company.

To improve the presentation of these contracts in the financial statements of companies, the amendments include a clarification of the application of the own use exemption to these contracts, adjustments to the hedge accounting requirements and additional disclosure requirements.

IFRS 18: Presentation and Disclosure in Financial Statements
The primary objective of IFRS 18 is to improve the assessment of a company's performance through increased comparability in presentation. To this end, the income statement specifies which expenses and income are to be allocated to the newly defined areas of operating, investing and financing. Presentation options are therefore eliminated. Mandatory subtotals must be presented after the first two areas.

In the cash flow statement, the presentation options for dividends and interest received and paid no longer apply and the operating result is specified as the starting point when applying the indirect method.

A further aim of IFRS 18 is to provide useful company-specific information. To this end, specifications are made as to whether and how disclosures are to be made in the notes on so-called manage-ment-defined performance measures. In addition, the aggregation and disaggregation rules according to which disclosures are to be made in the notes are newly regulated.

The effects of IFRS 18 - Presentation and Disclosures in Financial Statements, which is mandatory from 1 January 2027, are currently being examined. According to the current status, the first-time application of IFRS 18 will have a significant impact on the presentation of the amounts recognised in the income statement.

# IFRS 19: Subsidiaries without Public Accountability: Disclosures

The new standard allows certain subsidiaries to apply IFRS accounting standards with reduced disclosures. IFRS 19 can be applied by a subsidiary if the subsidiary itself is not subject to a public reporting obligation and its parent company prepares IFRS consolidated financial statements. Public accountability exists in particular if the subsidiary's equity or debt instruments are listed on a public market. If a subsidiary applies the full IFRS in its separate or consolidated financial statements, the optional application of IFRS 19 reduces the scope of the disclosures to be made in the notes compared to the other IFRS standards.

## Consolidation principles and methods

All significant subsidiaries, joint ventures and associated companies are included in the consolidated financial statements.

## Subsidiaries

Subsidiaries are all companies that are subject to direct or indirect control by Hapag-Lloyd AG. Control exists if Hapag-Lloyd AG has the decision making power on the basis of voting rights or other rights, is exposed to positive or negative variable returns from the subsidiary, and can influence these returns through its decision making power. Significant subsidiaries are fully consolidated from the time at which control over the significant subsidiary is acquired. If the control agreement comes to an end, the companies in question are removed from the group of consolidated companies.

A subsidiary is consolidated for the first time using the acquisition method. To begin with, a complete fair value measurement of all the subsidiary's identifiable assets, liabilities and contingent liabilities at the time of acquisition is performed. The consideration measured at fair value for the acquisition of the investment share is offset against the equity relating to the share acquired. Any positive difference is recognised as goodwill and is recorded as an asset. Any negative difference is recognised directly through profit or loss at the time when it occurs and is reported in other operating result. The option to capitalise the proportionate goodwill on non-controlling interests is not applied. Transaction costs incurred in connection with a business combination are recognised as expenses.

Any resulting goodwill is tested for impairment at least once a year at the end of the planning process or, if there are any indications of a possible impairment in value in the subsequent periods, is examined for its recoverable amount and, in the event of impairment, is written down to the lower recoverable amount (impairment test). Any impairments of this kind are recognised separately in the consolidated income statement as impairment of goodwill.

The consolidated financial statements are prepared on the basis of the individual financial statements, which are prepared using the standard Group accounting and measurement principles.

Intragroup receivables and liabilities, as well as expenses and income, are eliminated during the process of consolidation. Intercompany profits and losses are eliminated insofar as they are not of minor significance for the Group. Deferred taxes are reported for consolidation measures with an impact on income tax effects.

Non-controlling interests in the equity of a subsidiary are recognised as non-controlling interests within Group equity. The share of Group profit which is attributable to non-controlling interests is reported separately as such in the consolidated income statement and the consolidated statement of comprehensive income. Transactions whereby the Hapag-Lloyd Group acquires additional shares in or sells shares in an existing subsidiary without prompting a change of control are recognised as equity transactions between shareholders. The difference between the consideration received and/or transferred and the shares sold and/or received is recognised in Group equity.

Joint arrangements and associated companies
Joint arrangements are contractual agreements based on which two or more parties establish a commercial activity that they jointly control. Joint control exists if the two parties must work together to manage the relevant activities, and decisions must be made unanimously. If the Hapag-Lloyd Group jointly controls a company together with other parties, an assessment is made as to whether this is a joint operation or a joint venture. A joint operation exists if the jointly controlling parties have direct rights to assets and direct obligations for liabilities. In a joint venture, the jointly controlling parties only have rights to the equity. Interests in joint ventures are included in the consolidated financial statements using the equity method. The joint arrangements within the Hapag-Lloyd Group currently include joint ventures only.

Companies over which the Hapag-Lloyd Group is able to exert a significant influence over the business and financial policy (associated companies) are included in the consolidated financial statements using the equity method. Significant influence is rebuttably presumed if Hapag-Lloyd AG directly or indirectly holds between $20 \%$ and $50 \%$ of the voting rights.

Where the comparison of the cost of acquiring the acquired shares with the proportional fair value of the acquired assets, liabilities and contingent liabilities at the acquisition date produces a positive difference, this difference is included as goodwill as part of the carrying amount ascribed to the associated company or joint venture. A negative difference is recognised as revenue in the income statement under "Share of profit of equity-accounted investees".

The Hapag-Lloyd Group's share of the result for the period or other income from associated companies or joint ventures is reported in the consolidated income statement or in the Group's other comprehensive income. The cumulative changes since the acquisition date increase or decrease the carrying amount of the associated company or joint venture. Proportional losses that exceed the investment carrying amount of the associated company or joint venture in the Group are not recognised unless further instruments are issued to the company.

# Group of consolidated companies

In addition to Hapag-Lloyd AG, a total of 153 (31 December 2023: 151) companies are included in the consolidated financial statements for the 2024 financial year:

| | Fully consolidated | | Equity method | | |
| :-- | --: | --: | --: | --: | --: |
| | domestic | foreign | domestic | foreign | Total |
| 31.12 .2023 | 7 | 123 | 3 | 18 | 151 |
| Additions | 2 | 4 | 0 | 0 | 6 |
| Disposal | 0 | 4 | 0 | 0 | 4 |
| 31.12 .2024 | $\mathbf{9}$ | $\mathbf{1 2 3}$ | $\mathbf{3}$ | $\mathbf{1 8}$ | $\mathbf{1 5 3}$ |

As part of the acquisition of the British company ATL Haulage Contractors Limited, Stanford-Le-Hope, one fully consolidated company was added to the group of consolidated companies. Furthermore, five fully consolidated companies were newly founded.

Four immaterial companies were liquidated in the 2024 financial year. These deconsolidations did not have any significant impact on the net asset, financial and earnings position of the Hapag-Lloyd Group.

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

| Company | Registered office | Shareholding in \% |
| :--: | :--: | :--: |
| Hapag-Lloyd (Angola) - Agencia de Navegacao Lda. | Luanda | 49.0 |
| Hapag-Lloyd (Egypt) Shipping S.A.E. | Alexandria | 49.0 |
| Hapag-Lloyd (Jordan) Private Limited Company | Amman | 50.0 |
| Hapag-Lloyd (Thailand) Ltd. | Bangkok | 49.9 |
| Hapag-Lloyd Bahrain Co. WLL | Manama | 49.0 |
| Hapag-Lloyd Bangladesh Private Limited | Dhaka | 40.0 |
| Hapag-Lloyd Cote d'lvoire SAS | Abidjan | 25.0 |
| Hapag-Lloyd Qatar WLL | Doha | 49.0 |
| Hapag-Lloyd Shipping Company - State of Kuwait K.S.C.C. | Kuwait City | 49.0 |
| Hapag-Lloyd Ukraine LLC | Odessa | 50.0 |
| Middle East Container Repair Company LLC | Dubai | 49.0 |
| NileDutch (Angola) - Agencia de Navegacao Lda. | Luanda | 49.0 |

In addition, although Hapag-Lloyd AG only holds $48.95 \%$ of the voting shares in the fully consolidated CSAV Austral SpA, Valparaíso, Chile, it accounts for the majority of the members of the decision-making body. Hapag-Lloyd AG also holds 100\% of the shares entitled to dividend payments. As such, control of the company is held by Hapag-Lloyd AG.

Details of non-controlling interests can be found in Note (21).

In the reporting year, seven fully consolidated companies and two enterprises accounted for using the equity method have a financial year that differs from that of the Group. The values carried forward as at 31 December are used for purposes relating to inclusion in the consolidated financial statements. All other companies have financial years that correspond with that of Hapag-Lloyd AG.

A list of the subsidiaries and associated companies in the Hapag-Lloyd Group is provided in Note (41).

# Adjustments in the measurement period

The acquisition accounting of the shares in the Chilean companies SAAM Ports S.A. and SAAM Logistics S.A. acquired on 1 August 2023 as well as an associated real estate portfolio (jointly SAAM Terminals) had not yet been completed in the consolidated financial statements as at 31 December 2023 due to the high level of complexity.

New details about facts and circumstances which already existed at acquisition date were identified after the preparation date of the consolidated financial statements as at 31 December 2023 that led to adjustments of the following assets and liabilities at that time. As a result, the fair values of the acquired intangible assets (decrease of EUR 117.7 million) and the corresponding deferred tax liabilities (decrease of EUR 46.9 million) were adjusted retrospectively. The intangible assets mainly relate to acquired terminal concessions and customer relationships whose terms were adjusted. In direct connection with this, the corresponding rights of use for terminal areas (increase of EUR 33.2 million) and lease liabilities (increase of EUR 33.2 million), reported under property, plant and equipment, were also adjusted. Overall, these adjustments increased goodwill by EUR 68.5 million from EUR 191.9 million to EUR 260.4 million. The purchase price allocation is therefore no longer provisional.

The following table summarises the amortised adjustments in the consolidated statement of financial position taking into account currency effects as at 31 December 2023. The effects on retained earnings from the changes in amortisation of intangible assets (increase of EUR 1.2 million) resulting from the adjustments described and the offsetting effects on the tax expense from the development of deferred tax liabilities (decrease of EUR 0.1 million) in the financial year from 1 January to 31 December 2023.

| | As previously <br> reported | Adjustments | As adjusted |
| :-- | --: | --: | --: |
| Allion EUR | 1,841.1 | 68.2 | 1,909.4 |
| Goodwill | $1,840.7$ | -119.6 | $1,721.1$ |
| Other intangible assets | $13,547.5$ | 33.2 | $13,580.7$ |
| Property, plant and equipment | $11,783.1$ | - | $11,783.1$ |
| Other | $29,012.4$ | $\mathbf{- 1 8 . 2}$ | $\mathbf{2 8 , 9 9 4 . 2}$ |
| Total assets | $2,260.5$ | 33.2 | $2,293.7$ |
| Lease liabilities | 200.8 | -47.1 | 153.7 |
| Deferred tax liabilities | $7,784.2$ | - | $7,784.2$ |
| Other | $\mathbf{1 0 , 2 4 5 . 5}$ | $\mathbf{- 1 3 . 9}$ | $\mathbf{1 0 , 2 3 1 . 5}$ |
| Total liabilities | $15,305.6$ | -1.1 | $15,304.5$ |
| Earned consolidated equity | 76.4 | -3.2 | 73.2 |
| Non-controlling interests | 3,384.9 | - | $3,384.9$ |
| Other | $\mathbf{1 8 , 7 6 6 . 9}$ | $\mathbf{- 4 . 3}$ | $\mathbf{1 8 , 7 6 2 . 7}$ |
| Equity | | | |

For the previous year, the above-mentioned adjustments only have an insignificant impact on the consolidated income statement.

# Currency translation

Annual financial statements are prepared in the functional currency of the respective company. The functional currency of a company is the currency of the economic environment in which the company primarily operates. The functional currency of Hapag-Lloyd AG and almost all of its subsidiaries is the US dollar. However, reporting is in euros.

For the purposes of inclusion in the consolidated financial statements, the Hapag-Lloyd Group's Group assets and liabilities are translated into euros at the average exchange rate applicable as at the balance sheet date (closing rate). The transactions listed in the consolidated statement of cash flows and the expenses and income shown in the consolidated income statement are translated at the average exchange rate for the reporting period. The resulting differences are recognised in other comprehensive income.

Transactions in foreign currencies are recorded at the exchange rate applicable at the time of the transaction. As at the reporting date, monetary items are translated at the closing rate at year-end, while non-monetary items are translated at the historical rate. Any differences arising during translation are recognised through profit or loss. This does not apply to changes in the value of derivative financial instruments that are designated as qualified hedging transactions for hedging future cash flows (cash flow hedges). These are recognised in other comprehensive income.

Exchange rate-related gains and losses associated with operating business are reported in Other operating result, while exchange rate-related gains and losses associated with income taxes are reported in the income taxes item. Exchange rate-related gains and losses resulting from accounting for financial debt are shown in other financial items.

Exchange rates of significant currencies:

| | Closing rate | | Average rate | |
| :-- | --: | --: | --: | --: |
| per EUR | $\mathbf{3 1 . 1 2 . 2 0 2 4}$ | $\mathbf{3 1 . 1 2 . 2 0 2 3}$ | $\mathbf{2 0 2 4}$ | $\mathbf{2 0 2 3}$ |
| US dollar | 1.03935 | 1.10765 | 1.08170 | 1.08150 |
| Canadian dollar | 1.49526 | 1.46686 | 1.48202 | 1.45922 |
| Chinese renminbi | 7.58658 | 7.84510 | 7.78629 | 7.65923 |
| Singapore dollar | 1.41684 | 1.46237 | 1.44579 | 1.45228 |

## Accounting and measurement

The annual financial statements of the subsidiaries included in the Group are prepared in accordance with consistent accounting and measurement principles.

## Goodwill

Goodwill is not amortised, but is tested for impairment at least once a year. For detailed information about the impairment test, see the section "Impairment testing".

# Other intangible assets

Trademark rights, concessions and customer bases acquired as part of business combinations are recognised at their fair value as at the acquisition date. Separately acquired software is recognised at cost.

Development costs that are directly attributable to the design and testing of identifiable companyspecific custom software products controlled by the Group are recognised as intangible assets, provided that the relevant conditions are met. The capitalised production costs are calculated on the basis of direct costs and overheads, as well as directly attributable production costs.

In principle, the Hapag-Lloyd Group recognises an intangible asset from a service concession arrangement when it has a right to charge a fee for the use of the infrastructure facility of the concession. The intangible asset is initially measured at fair value corresponding to the fair value of the services provided and, if applicable, at the present value of the contractually arranged fixed concession fees. Borrowing costs are capitalised as part of the cost of acquisition if the conditions are met.

In the Hapag-Lloyd Group, intangible assets with a finite useful life are subsequently recognised at cost less accumulated amortisation and impairment losses. The amortisation takes place on a straight-line basis over the following useful lives, i. e. expected company-specific useful lives:

| | Useful life in years |
| :-- | --: |
| Customer base | $5-30$ |
| Concessions | $5-12$ |
| Computer software | $3-10$ |

Intangible assets with indefinite useful lives and intangible assets not yet available for use are not amortised, but are tested for impairment at least on an annual basis, as is the case with goodwill. For detailed information about the impairment testing, see the following section "Impairment testing". For intangible assets with indefinite useful lives, an annual check is carried out as to whether the assessment of an indefinite useful life can be maintained. Any changes in the anticipated useful life are treated prospectively as changes in estimates.

The global container liner service is operated under the acquired brand "Hapag-Lloyd", which, due to national and international declaration and registration, is subject to indefinite legal protection. The indefinite useful life is the result of the brand recognition already being maintained by international operations, meaning that additional measures or investments for the conservation of the value of the brand are not necessary.

Property, plant and equipment
Property, plant and equipment are measured at depreciated cost of acquisition or production. The cost of acquisition comprises all costs incurred to purchase an asset and prepare it for its intended use. The cost of production is determined on the basis of direct costs and appropriate allocations of overheads.

Borrowing costs as defined by IAS 23 which are directly associated with the acquisition, construction or production of qualifying assets are included in the cost of acquisition or production until the asset in question is put into operation.

Subsequent expenditure is capitalised as subsequent cost of acquisition or production where there is a physical addition and it is probable that the future economic benefit associated with this expenditure will accrue to the Hapag-Lloyd Group.

The scheduled amortisation takes place on a straight-line basis over the following expected company-specific useful lives:

| | Useful life in years |
| :-- | --: |
| Buildings and constructions | $20-80$ |
| Vessels | $24-29$ |
| Containers | 15 |
| Technical equipment and machinery | $5-20$ |
| Other equipment | $3-10$ |

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

Impairment tests are conducted if there are any indications of a potential loss in value of the assets. For detailed information about the impairment test, see the section "Impairment testing."

In principle, rights of use as defined in IFRS 16 are measured individually upon recognition and, in the relevant asset categories, in the amount of the respective lease liability, less the value of any lease incentives received and with the addition of any initial direct costs. The right-of-use asset is amortised over the term of the lease and, in case of impairment, is reduced in accordance with this impairment. For detailed information on the accounting of right-of-use assets see the "Leases" section below.

Impairment testing
Intangible assets with finite useful lives, property, plant and equipment as well as investments in equity-accounted investees are tested for impairment when there are any indications that the asset may be impaired. Intangible assets with indefinite useful lives are tested for impairment on indication, but at least annually at the end of the financial year. The recoverable amount of the asset to be tested is compared to its carrying amount. If an asset's carrying amount exceeds its recoverable amount, an impairment is recognised.

If the recoverable amount cannot be determined for an individual asset, the recoverable amount is determined for the smallest identifiable group of assets to which the asset in question can be allocated and which can generate cash inflows largely independently from other assets (cash-generating unit).

Goodwill arising from a business combination is allocated to the cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the combination. These units, or groups of units, must represent the lowest level within the entity at which goodwill is monitored for internal management purposes and must not be larger than a segment, which is determined in accordance with IFRS 8 Operating Segments. Goodwill is tested for impairment at least once a year. Impairment testing is also conducted if events or circumstances occur that indicate that the carrying amount may be impaired.

An impairment loss is recognised if the recoverable amount is lower than the cash-generating unit's carrying amount. If a need for impairment has been determined, the goodwill is impaired first. Any additional impairment loss is then allocated to the remaining assets in proportion to their carrying amounts. The carrying amount of an asset must not fall below its fair value less costs to sell, its value in use or zero.

If, following an impairment recognised in previous years, the asset or cash-generating unit has subsequently a higher recoverable amount, a reversal of the impairment to no higher than the amortised cost is carried out. Reversals of impairment of goodwill are not permitted.

The recoverable amount is the higher of the fair value less costs of disposal and the value in use of the individual asset, the cash-generating unit or the group of cash-generating units. If one of these amounts is greater than the carrying amount, it is not necessary to calculate both values.

The fair value is the price that independent market participants would pay at the reporting date under normal market conditions if the asset or cash-generating unit were sold. The value in use is determined by discounting the cash flows expected from future operational use as well as final disposal.

# Leases

A lease is a contract under which the right of use of an asset (the leased asset) is transferred for an agreed period of time in return for payment of a charge. The definition of a lease under IFRS 16 is applied by Hapag-Lloyd to agreements which were concluded or changed on or after 1 January 2019.

## Lessee

In accordance with the single accounting model of IFRS 16, at the beginning of each lease, Hapag-Lloyd recognises a right-of-use asset and a lease liability in its statement of financial position unless (in each case an option), either (1), the lease term is for 12 months or less, or (2) the subject of the lease is a low-value asset.

Leased items within the Hapag-Lloyd Group can be divided into significant asset classes as follows:
(1) rented container vessels
(2) rented containers
(3) rented land, buildings, constructions and other equipment.

As with the Group's own assets, rights of use for the above asset classes are recognised in the statement of financial position under property, plant and equipment.

If the above-mentioned practical expedients provided in IFRS 16 are not applied, the rights of use are measured at the cost of acquisition based on the amount of the lease liability at the beginning of the lease. These costs increase by the amounts of any lease payments made before or when the leased assets are provided, as well as by any initial direct costs incurred by Hapag-Lloyd. The subsequent measurement occurs at cost of acquisition less cumulative depreciation, amortisation, impairment and certain remeasurements of the lease liability due to modifications and revaluations.

The lease liability is measured at the beginning at the fair value of the future lease payments. The lease payments are discounted using the interest rate implicitly specified in the leases or, in most cases, the incremental interest rate.

Depending on the asset class, term and securitisation, Hapag-Lloyd applies a discount rate to a portfolio of similarly structured leases. The discount rate corresponds to the incremental borrowing rate applicable to the three defined asset classes. In addition to the rented container vessels, which are essentially combined according to a similar remaining term, this assumption affects the container leases, which are combined according to container type and remaining term, and the rented land, buildings, constructions and other equipment.

Hapag-Lloyd takes account of unilateral and bilateral rights of extension and termination in the agreements examined in accordance with IFRS 16. In the case of unilateral rights of extension or termination which may exist for Hapag-Lloyd, particularly for container vessel agreements and rented land, buildings, constructions and other equipment, the probability of exercising the existing option is assessed while taking account of economic factors and on an individual basis in order to determine the term of the agreement.

Bilateral rights of termination essentially exist for a large number of container leases. These rights of termination can be exercised by both parties on a flexible and independent basis. When determining the term of these container leases for accounting purposes, Hapag-Lloyd must assess in accordance with IFRS 16.B34 whether significant penalties may be incurred when these containers are returned or container leases are terminated. Hapag-Lloyd also assesses possible economic disadvantages in this regard. If Hapag-Lloyd also believes from an economic perspective that termination of these agreements will not result in any significant disadvantages, the term of the agreement is determined while taking account of the termination notice period in the respective agreement and a possible transition period in accordance with IFRS 16. If Hapag-Lloyd believes that there are significant disadvantages, this is taken into account when assessing the term of the agreement until such time as the disadvantages no longer obtain. This assessment has significant effects on the amount of the lease liabilities and the rights of use.

A portion of the container lease agreements is recognised on the basis of a portfolio approach. This is because the individual lease agreements in the portfolio have similar characteristics.

For lease agreements which include a lease, Hapag-Lloyd separates a lease component and non-lease component and allocates the contractual consideration of each lease and non-lease component based on their relative stand-alone price. Hapag-Lloyd does not make use of the practical expedient that removes the obligation to separate the lease and non-lease component.

The provisions of IFRS 16 are not applied for leases of intangible assets.

# Financial instruments

In the Hapag-Lloyd Group, in view of its business model and the cash flow criterion, financial assets are classified as "measured at amortised cost" (AC), "measured at fair value through profit and loss" (FVTPL) and, for the first time in the 2023 financial year, "measured at fair value through other comprehensive income" (FVOCI). Neither the fair value option nor the OCI option is made use of.

Primary financial liabilities are measured either at amortised cost or at fair value through profit and loss. They will be measured at fair value through profit and loss if they are held for trading or, upon initial recognition, they have been designated - subject to certain preconditions - as "at fair value through profit and loss" (FV option).

Derivative financial instruments that are not part of an effective hedging relationship under IFRS 9 (hedge accounting) but are held for trading must be allocated to the category "measured at fair value through profit and loss."

Non-derivative host contracts which are not financial assets within the scope of IFRS 9 are analysed in terms of whether embedded derivatives exist. Embedded derivatives are to be recognised separately from the host contract as an independent financial instrument if, among other features, the two components have different economic characteristics which are not closely linked to each other. In case of an obligation to separate them, embedded derivatives are to be measured at fair value through profit and loss.

The Hapag-Lloyd Group only reclassifies financial assets if the asset's business model changes. In the 2023 financial year, as in the previous financial year, there were no reclassifications within the individual measurement categories.

## Primary financial assets

Primary financial assets are reported at fair value upon initial recognition. In the case of primary financial assets which are not allocated to the "fair value through profit and loss" category, transaction costs directly attributable to the purchase are also included in the initial measurement. Trade accounts receivable without a significant financing component are measured at their transaction price upon initial recognition. They are initially recognised when the goods are handed over to the freight company, thus giving rise to the unconditional right to payment.

Trade accounts receivable, most other financial receivables, and most other financial instruments covered under cash and cash equivalents are subsequently measured at amortised cost using the effective interest method.

Expected credit losses on financial assets measured at amortised cost are recognised as loss allowances. For trade accounts receivable without a significant financing component, loss allowances are always measured in the amount of the life-time expected credit losses.

To measure the expected credit losses from trade accounts receivable that are not credit-impaired, these losses are grouped according to the common credit risk characteristics of "geographic region" and "customer rating" using provision matrices. The probabilities of default used are forward-looking and are verified using historical credit losses. Trade accounts receivable are assumed to be credit-impaired if it is unlikely that the customer will fulfil its obligations or if trade accounts receivable are more than 90 days overdue. To measure the expected credit losses from these receivables, maturity structures, credit standing, geographic region and historical defaults are considered, while taking into account predicted future economic conditions.

A financial asset is deemed to be in default if it has not been possible to collect the contractual payments and it is assumed that they cannot be recovered.

Some other financial receivables and a certain portion of cash and cash equivalents are recognised at fair value through profit and loss. These comprise securities, on the one hand, and long-term equity investments, on the other hand. Gains and losses from measurement of such financial instruments are recognised in the consolidated income statement as interest income and other financial income/interest expenses for the former, and in the result from investments for the latter.

Primary financial assets are derecognised if the contractual rights in relation to the cash flows from the financial asset expire or if the rights to receive the cash flows are transferred by means of a transaction through which all of the key risks and opportunities associated with ownership of the financial asset are likewise transferred. If all the key risks and opportunities associated with ownership of a financial asset are neither transferred nor retained, and if control over the transferred asset is not retained, the asset will likewise be derecognised. In addition, financial assets that are deemed to be in default will be derecognised if all of the collection measures have proved unsuccessful.

Transactions in which reported assets are transferred but all of the risks and opportunities, or all of the key risks and opportunities, resulting from the transferred assets are retained will not result in any derecognition of the transferred assets.

Cash and cash equivalents
Cash and cash equivalents encompass cash on hand, cheques, short-term bank deposits and other short-term, highly liquid financial investments with an original maturity of up to three months that are readily convertible to known cash amounts and are only subject to insignificant risk of changes in value. These investments also include money market funds and reverse repo transactions. Money market funds are investments that primarily invest in various short-term and liquid money market instruments and securities, such as term deposits, reverse repo transactions and bonds. Reverse repo transactions are purchases of securities with an agreement to resell them at a fixed date in the future, including interest. Economically, they are investments collateralised by securities. Cash equivalents are held for the purpose of meeting short-term cash commitments.

Cash and cash equivalents, except for money market funds, are recognised at amortised cost. Interest income is recognised in the consolidated income statement under interest income and other finance income. Money-market funds are measured at fair value through profit and loss. Price gains and losses, as well as dividend income from money market funds, are recognised in the consolidated income statement under interest income and other finance income or, respectively, under interest expenses and other finance expenses.

Utilised overdraft facilities are not netted but reported as liabilities to financial institutions under current financial debt.

Due to the short-term nature of bank deposits and other investments and the strong credit rating of the contracting banks, the expected credit losses on bank deposits and other investments are low (low credit risk at reporting date) and are not recognised.

# Primary financial liabilities

The initial recognition of a primary financial liability is carried out at fair value, taking account of directly allocable transaction costs. In subsequent measurements, primary financial liabilities are generally measured at amortised cost using the effective interest method.

Primary financial liabilities are written off if contractual obligations have been settled, annulled or expired. If a review of changes in contractual conditions using quantitative and qualitative criteria leads to the assessment that both contracts are substantially the same, the old liability will continue to exist subject to the new conditions. This is ensured by adjusting the carrying amount in profit and loss. The new carrying amount of the liability is calculated on the basis of the present value of the modified cash flows, which are discounted using the original effective interest rate.

## Derivative financial instruments and hedge accounting

Derivative financial instruments are initially measured at their fair values on the day the agreement was concluded. Subsequent measurement is also carried out at the fair value applicable on the respective reporting date. The method used to record gains and losses depends on whether the derivative financial instrument is designated as a hedge and on the type of hedging relationship.

Hedging relationships in accordance with IFRS 9 (Hedge Accounting) were exclusively shown as cash flow hedges in the reporting year.

Upon inception of a hedging relationship in accordance with IFRS 9, both the hedging relationships between the hedging instrument and the hedged items and between the risk management goal and the underlying strategy are documented. In addition, at the beginning of the hedging relationship and on a continual basis documentation is provided as to the extent to which the derivatives used in the hedging relationship compensate for the changes in the fair values or cash flows of the hedged items.

The effective portion of changes in the fair value of derivatives which are designated as cash flow hedges is recognised in the reserve for cash flow hedges in other comprehensive income. The ineffective portion of such changes in fair value is recognised immediately in profit and loss. The non-designated portion of the derivative is recognised in a separate reserve for hedging costs under other comprehensive income. In the Hapag-Lloyd Group, the changes in the value of the forward component of currency forward contracts are excluded from the hedging relationship.

If the hedged transaction later leads to the recognition of a non-financial item, the accumulated amount recognised under equity is reclassified from the separate equity component and is recognised with the initial costs or other carrying amount for the hedged asset or hedged liability as a basis adjustment.

For all other cash flow hedges, however, the accumulated amount recognised under equity for the period or periods where the hedged cash flows affect profit and loss (P\&L) is reclassified as reclassification amounts in profit and loss.

If a hedge expires, is sold or no longer meets the criteria for hedge accounting, the cumulative gain or loss remains in other comprehensive income and is not recognised with effect on the consolidated income statement until the transaction occurs. If the future transaction is no longer expected to occur, the cumulative gains or losses recognised outside the scope of the consolidated income statement must immediately be recognised through profit and loss.

Changes in the fair values of derivative financial instruments not meeting the criteria for hedge accounting, including embedded derivatives which must be separated, are recognised directly through profit and loss in the consolidated income statement.

# Inventories

Inventories are recognised at their acquisition cost. If the market price on the procurement market is lower on the balance sheet date, the fuels are only depreciated if the associated transportation services cannot be provided at a profit. The Hapag-Lloyd Group applies the floating average method to measure acquisition costs.

A devaluation on inventories is recorded at the reporting date if the market price is below the carrying amount.

In May 2023, the European Union decided to include maritime transport in the EU Emissions Trading System (EU ETS). The EU Emissions Trading System is a scheme that regulates and limits greenhouse gas emissions of certain sectors in the EU. Shipping emissions will be included in the EU ETS from 2024. Therefore, for the financial years from 2024 onwards, Hapag-Lloyd will have to acquire EU allowances (EUAs) for $\mathrm{CO}_{2}$ emissions, which will initially cover $40 \%$ of emissions with successive increases in subsequent years. Since emission allowances are effectively an input that is consumed in the service delivery process, the Group recognises the EUAs as inventories. In addition, inventories consist primarily of raw materials, consumables and supplies, and particularly of fuel supplies (bunkers).

# Pensions and similar obligations

The valuation of defined benefit plans from pension obligations and other post-employment benefits (e.g. healthcare benefits) is carried out in accordance with IAS 19 Employee Benefits using the projected unit credit method. The actuarial obligation (defined benefit obligation, DBO) is calculated annually by an independent actuarial expert. The present value of the DBO is calculated by discounting the expected future outflows at the interest rate of first-rate corporate bonds. The corporate bonds are issued in the currency of the payment to be made and have matching maturities with the pension obligations.

Differences between the assumptions made and the actual developments, as well as changes in the actuarial assumptions for the valuation of defined benefit pension plans and similar obligations, lead to actuarial gains and losses. As with the difference between calculated interest income and the actual return on plan assets, these are reported in full in other comprehensive income, i. e. not in the consolidated income statement.

If the benefits accruing from a plan are changed or cut, both the part of the change in benefits which relates to previous periods (past service cost) and the gains or losses arising from the plan cuts are immediately recognised through profit or loss. Gains or losses arising from a defined benefit plan being cut or paid out are recognised at the time at which the cut or payment is made.

If individual pension obligations are financed using external assets (e.g. through qualified insurance policies), provisions for pensions and similar obligations which match the present value of defined benefit obligations on the balance sheet date are recorded after deducting the fair value of the plan assets.

A negative net pension obligation resulting from advance payments for future contributions is included as an asset only insofar as it leads to a reimbursement from the plan or a reduction in future contributions.

With defined benefit contribution plans, the Group makes contributions to statutory or private pension insurance plans on the basis of a legal, contractual or voluntary obligation. The Group does not have any further payment obligations on top of the payment of the contributions. The contributions are recorded as personnel expenses when they fall due.

# Other provisions

Provisions are recognised for all legal or constructive obligations resulting from a past event and impending losses from pending transactions insofar as their utilisation is probable and their amount and date can be reliably determined. Provisions are recorded at the best commercial estimate of their repayable amount and take account of cost and price increases. The present value is assessed for provisions with terms exceeding one year. Over the course of time, the provisions are adjusted on the basis of new knowledge gained.

Releases of provisions are generally recorded in the same consolidated income statement position that was originally used for the expense. Exceptions to this rule are significant releases of provisions, which are recorded under other operating result.

A provision is recognised for transports not yet completed at the end of the reporting period and which are associated with onerous contracts. The amount to be provisioned is calculated taking into consideration the variable costs allocable to the transports as well as the pro rata fixed costs.

The long-term remuneration plans granted from the 2020 financial year onwards constitute "other long-term employee benefits" as defined in IAS 19. In relation to these remuneration plans, the Group recognises liabilities and expenses on the basis of a formula that takes fulfilment of certain KPls into account, whereby the liability accounted for as at the relevant reporting date includes the benefits earned to date.

Provisions for guarantee, warranty and liability risks are created on the basis of existing or estimated future damages.

## Realisation of revenue and contract liabilities

In the Liner Shipping segment, revenue is mainly generated in connection with transport services within the scope of revenue resulting from contracts with customers. Under IFRS 15, there is one performance obligation per shipment, which is rendered on a period-related basis, i. e. for the duration of transport. As a variable component of the transaction price, the performance obligation also includes demurrage and detention for containers. Combining several shipments on a single ship journey produces essentially the same results in terms of the amount and timing of revenue recognition as revenue recognition based on each individual shipment. Revenue is recognised in accordance with the input-oriented method for measurement of performance progress.

A contract liability reflects the actual performance obligation still to be provided as at reporting date in connection with unfinished voyages. The performance obligation is determined based on the unconditional right to payment of the transport price and will be recognised starting from the handover of the goods to the transport agent, in line with the related trade account receivable.

The contract liability will subsequently be released pro rata in accordance with transport progress against revenue. In determining voyage progress, the ratio of expenses incurred up to the reporting date to the expected total expenses per voyage is relevant. Determining both the transport expenses incurred as at the reporting date in connection with unfinished voyages and the relevant margin for the recognition of revenue involves a high degree of complexity. In the course of the financial year, the Group conducted a review to estimate the progress of the transport for unfinished voyages and adjusted the calculation in order to improve its economic presentation.

Revenue in the Terminal \&Infrastructure segment mainly consists of port-related services (quay fees, stowage and unloading of containers, general cargo and bulk cargo), which are generally provided within a short period of time. These port-related services are contracted with customers as a single transaction and have a high degree of integration. Accordingly, port-related services constitute a performance obligation. Revenue from contracts with customers are realised at the time the services are provided to the customer. For revenue recognition, the Hapag-Lloyd Group determines the transaction price in accordance with the tariffs published by the port authorities in certain countries or agreed with customers.

The Terminal \&Infrastructure segment also provides services related to the storage of containers based on the usage time of the storage space, which constitute a separate performance obligation. Revenues from container storage services are recorded over a period of storage days.

If Hapag-Lloyd provides construction or upgrade services, the consideration received for these services is generally recognised in accordance with IFRS 15. Revenue associated with construction or upgrade services under a service concession arrangement is generally recognised over a period of time.

# Taxes

As a liner shipping company, Hapag-Lloyd AG, the largest company in the Hapag-Lloyd Group, has opted for taxation in accordance with tonnage. Tax liability for tonnage taxation is not calculated using the actual profits, but rather depends on the net tonnage and the operating days of the Company's fleet. In principle, tonnage taxation applies to all profits that are directly related to the operation of merchant vessels in international traffic. Income from capital and equity investments are generally subject to standard taxation. The same applies to vessels that do not meet the requirements of tonnage taxation. Current income taxes for the reporting period and for previous periods are measured as the amount at which their payment to or rebate from the tax authority is anticipated. They are calculated on the basis of the company's tax rates as at the reporting date, but do not include interest payments, refunds of interest or penalties for late tax payments. In the event that the amounts recognised in the tax returns are unlikely to be realised (e.g. for uncertain tax positions), tax liabilities are recorded. The relevant amount is calculated on the basis of the best available estimate of the expected tax payment (i.e. the expected value and/ or the most likely value for the uncertain tax position). Tax demands arising from uncertain tax positions are recorded in the statement of financial position when it is overwhelmingly likely (and thus sufficiently certain) that they can be realised. The exception to this rule is where there are tax losses carried forward, in which case no current tax liabilities or tax demands are recorded in the statement of financial position for these uncertain tax positions. Instead, the deferred tax assets for the still unused tax losses carried forward are adjusted accordingly. Income tax liabilities are netted against the corresponding tax rebate claims if they apply in the same fiscal territory and are of the same type and maturity.

Deferred taxes are recognised in accordance with IAS 12 on the basis of the balance-sheet liabilities method. They result from temporary differences between the recognised amounts of assets and liabilities in the consolidated statement of financial position and those in the tax balance sheet.

Expected tax savings from temporary differences or from the use of tax loss carry-forwards are capitalised if they are estimated to be recoverable in the future. In their valuation, time limitations on the loss carry-forwards are taken into account accordingly. In order to evaluate whether deferred tax assets from tax loss carry-forwards can be used, i. e. recovered, the tax-related budget of the Group is consulted. The tax-related budget is based on the medium-term budget for 2025 to 2029, which has been extended to ten years for tax purposes.

Deferred taxes are charged or credited directly to other comprehensive income if the tax relates to items likewise recognised directly in other comprehensive income.

Their valuation takes account of the respective national income tax rates prevailing when the differences are recognised.

Deferred tax claims (tax assets) and deferred tax debts (tax liabilities) are netted insofar as the company has the right to net current income tax assets and liabilities against each other and if the deferred tax assets and liabilities relate to current income taxes.

H apag-Lloyd falls within the scope of the OECD model scheme for global minimum taxation (Pillar II). The Pillar II legislation was enshrined in law on 27 December 2023 in Germany, the jurisdiction in which H apag-Lloyd AG is resident for tax purposes as the parent company of the Group, and will come into force from 1 J anuary 2024.

In accordance with the global minimum tax rules, H apag-Lloyd must pay an additional tax for each country in which one or more Constituent Entities are attributable to H apag-Lloyd in the amount of the difference between the consolidated country effective tax rate and the minimum tax rate of $15 \%$ - calculated based on the so-called GloB E rules.

H apag-Lloyd has conducted a comprehensive analysis of the impact of Pillar II on the overall tax burden, particularly in light of the exemption for income from international shipping. The exemption applies primarily to H apag-Lloyd AG and H apag-Lloyd (USA) LLC.

D etailed calculations have been made for both companies and, based on the current state of knowledge, H apag-Lloyd considers the risk of being required to pay a top-up tax for Germany and the USA in accordance with the German M inimum Tax A ct to be very low.

In addition, an analysis of the countries and constituent entities with no income from international shipping with regard to the safe harbor regulations based on the qualified country-by-country report for the reporting period showed that around half of the countries to which H apag-Lloyd constituent entities are attributable can already be excluded on the basis of the de minimis test (revenue and profit according to the country-by-country report below the de minimis threshold).

A further analysis of the effective tax rates based on the country-by-country report for the reporting period has shown that many jurisdictions that are not already exempt due to the de minimis test will also fall outside the scope of the minimum tax, as the effective tax rate in these jurisdictions is greater than $15 \%$ in each case. This leaves five countries in the 2024 financial year, which were analysed in detail.

Overall, H apag-Lloyd does not expect the global minimum tax to have a significant impact on the Group's tax rate.

# Application of judgements and estimates

In order to produce the consolidated financial statement, accounting estimates need to be applied. By definition, these estimates rarely correspond with actual results. In addition, the application of the Group's accounting policies is also subject to the judgement of management. In the following section we provide a summary of more complex issues, or issues associated with more approximate valuations, which could be significantly revised if the estimates and assumptions underlying them change over the course of the coming financial year. Full details of these estimates and judgements are included with the other notes. This section also sets out the adjustments made in the course of this year as a result of changes to previous estimates. For further details of significant judgement-based decisions with the potential to exercise a significant influence on contracts with customers, either by virtue of their timing or the funds involved, please refer to Note (1).

Judgements in the identification of cash-generating units and the allocation of goodwill for impairment testing purposes
The identification of cash-generating units (CGUs) differs depending on the business activity. In container liner shipping, all maritime assets are deployed in an integrated liner network, meaning that operating cash flows are not allocated to individual assets and therefore the Liner Shipping segment as a whole is defined as a single cash-generating unit. Within the Terminal \& Infrastructure segment, each terminal is considered a separate CGU. For impairment testing purposes, recognised goodwill must be allocated to CGUs or groups of CGUs. This allocation is judgemental and is presented in Note (10) Intangible assets.

## Goodwill impairment testing estimates

The recoverable amount of the cash-generating unit Liner Shipping is based on the estimate of discounted cash flows. The cash flows are based on the planning approved by management. It is in the nature of planning that it is based on the assumptions that are subject to uncertainty. The values assigned to the key assumptions represent management's assessment of the future developments of container liner shipping and are based on internal and external sources.

The consistency of the planning with regard to estimates is ensured by centralised processes involving central Group functions. The discount rates used reflect the time value of the money and the specific business risks associated with the underlying cash flows.

The key assumptions underlying the estimate of the recoverable amount are described in Note (10) Intangible assets.

Judgement-based decisions with a view to setting the terms of leases with extension and termination options and mutual cancellation rights
Within the scope of the exercise of extension and termination options for leases, judgements are made on the probability of the exercise of existing options. Hapag-Lloyd also assesses current market conditions and possible economic disadvantages in this regard. If, from an economic perspective, termination of agreements where there is a mutual right of termination will not result in any significant disadvantages, the term of the agreement is determined while taking account of the termination notice period in the respective agreement and a possible transition period. If Hapag-Lloyd believes that there are significant disadvantages, this is taken into account when assessing the term of the agreement, and the term of the agreement until such time as the disadvantages no longer obtain.

For container rental agreements constructed in a similar way, the terms of the agreements and, in principle, any fixed payments on the basis of a portfolio approach to be treated as lease payments, are determined and applied uniformly to all lease payments in the portfolio.

For detailed explanations, see Note (31) Leasing.

Estimating the useful lives and residual values of property, plant and equipment Useful lives and residual values for property, plant and equipment are estimated on the basis of past experience. The management regularly reviews the estimated useful lives and residual values for individual assets or groups of assets with similar characteristics based on changes in the quality of maintenance programmes, amended environmental requirements or legal restrictions, and technical developments or other market enforcements (e.g. implementation of the EU's Sustainable Finance Strategy). In the case of significant changes, it adjusts the useful lives and residual values.

The estimation of residual values of container vessels is affected by uncertainties and fluctuations due to the long useful life of vessels, the uncertainties regarding future economic developments and the future price of steel, which is a significant parameter for determining the residual values of container vessels. As a rule, the residual value of a container vessel or a class of container vessels is determined by its scrap value. The scrap value is calculated on the basis of a container ship's empty weight and the average price of steel. The residual values of container ships are adjusted if the change in the residual value is significant as at the reporting date.

Disclosures on the estimated useful lives can be found in the "Accounting and measurement" section. The carrying amounts of property, plant and equipment are shown in Note (11), "Property, Plant and Equipment".

Estimating obligations in relation to defined benefit pension plans
The valuation of provisions for pensions and similar obligations is based on, among other things, assumptions regarding discount rates, anticipated future increases in salaries and pensions and mortality tables. These assumptions may diverge from the actual figures due to changes in external factors such as economic conditions or the market situation as well as mortality rates.

For more detailed information, please see Note (22) Provisions for pensions and similar obligations.

Judgements regarding the presentation of money market funds as cash equivalents Hapag-Lloyd AG has invested cash and cash equivalents in money market funds. Money market funds have neither a limited maturity nor a fixed repayment amount. They are measured at fair value through profit or loss. Due to their specific characteristics, the shares in the money market funds held by Hapag-Lloyd AG nevertheless meet the definition of cash equivalents and are therefore reported in the balance sheet and cash flow statement under cash and cash equivalents. This classification was made for money market funds on the basis of an assessment of relevant characteristics of the fund and the instruments held by the fund, such as volatility, yield, credit quality, maturity and diversification, although these assessments are partly subject to judgement.

# Risks and uncertainties

Influencing factors which can result in deviations from expectations comprise not only macroeconomic factors such as exchange rates, interest rates and bunker prices, but also the future development of container shipping.

## Climate-related considerations

Climate-related considerations could have an impact on Hapag-Lloyd's consolidated financial statements due to changes in assumptions relating to the useful life of vessels. Significant factors for determining the useful life of a vessel include, in particular, profitability and efficiency, which are closely linked to the decarbonisation of the fleet. As part of Strategy 2030, the capacities of the Hapag-Lloyd fleet will be expanded by purchasing new vessels or converting existing ones. At the same time, comparatively inefficient vessels will be replaced by more modern vessels, with the focus here primarily on chartered vessels. Appropriate modernisation measures in the fleet will also ensure that older vessels are operated efficiently, so that the usual useful life remains unchanged. The measures described above therefore have no (current) impact on Hapag-Lloyd's consolidated financial statements.

# SEGMENT REPORTING

The Hapag-Lloyd Group is one of the world's leading container liner shipping companies. As the chief operating decision maker, the Executive Board allocates resources and assesses the profitability of Hapag-Lloyd Group's operating segments. The primary operational activities have been divided into the Liner Shipping and Terminal \&Infrastructure segments since 30 September 2023. The information for the prior year has been adjusted accordingly. The differentiation of the segments as well as the selection of key performance indicators are made in accordance with the internal management and reporting systems ("management approach").

## Liner Shipping segment

The business activity within the Liner Shipping segment comprises the maritime transport of containers, and the related hinterland transport. Consequently, globally generated revenues comprise revenues from the shipping and handling of containers as well as from related services and commissions. The allocation of resources (deployment of vessels and containers) and the management of the sales market and key customers are carried out based on the entire liner service network and deployment of all the maritime assets. The primary performance indicators regularly provided to the Executive Board of Hapag-Lloyd Group for decision-making on the allocation of resources to this segment and the measurement of its profitability are EBIT and EBITDA, as well as the freight rate and transport volume for the individual trades.

## Terminal \& Infrastructure segment

The business activity within the Terminal \&Infrastructure segment mainly comprises the operation of terminals. Associated with this is the handling of containers and other freights. The relevant performance indicators regularly provided to the Executive Board of Hapag-Lloyd Group as a basis for decision-making on the allocation of resources to this segment and the measurement of its profitability are EBIT and EBITDA.

## Accounting and measurement principles

The accounting and measurement principles for segment reporting are based on the International Financial Reporting Standards (IFRS) used in the consolidated financial statements. For further explanations, please refer to the section "Accounting and measurement".

# Segment reporting information

The following table shows the performance indicators used by the Executive Board of Hapag-Lloyd Group to assess the performance of the operating segments, as well as additional segment-related indicators. Revenue of the Hapag-Lloyd Group results from the consolidated revenue of the individual segments and the adjustment of inter-segment revenue.

| million EUR | 1.1. 31.12.2024 | | | |
| :--: | :--: | :--: | :--: | :--: |
| | | Terminal \& Infrastructure | Transition | Hapag-Lloyd Group |
| Revenues | 18,754.3 | 401.1 | $-43.6$ | 19,111.8 |
| thereof inter-segment revenues | 4.1 | 39.5 | $-43.6$ | - |
| thereof external revenues | 18,750.2 | 361.6 | - | 19,111.8 |
| Transport and terminal expenses | 12,783.0 | 123.4 | $-41.0$ | 12,865.4 |
| Share of profit from equity-accounted investees | $-24.8$ | 25.0 | - | 0.2 |
| EBITDA | 4,509.9 | 139.5 | $-0.2$ | 4,649.2 |
| EBITDA margin (in \%) | 24.0 | 34.8 | - | 24.3 |
| Depreciation of intangible assets and property, plant and equipment | 1,998.5 | 73.2 | - | 2,071.7 |
| EBIT | 2,511.3 | 66.3 | $-0.2$ | 2,577.5 |
| EBIT margin (in \%) | 13.4 | 16.5 | - | 13.5 |
| Interest income and other finance income | 361.8 | 8.8 | $-0.1$ | 370.5 |
| Interest expenses and other finance expenses | 303.9 | 12.9 | $-0.1$ | 316.8 |
| Income tax | 210.7 | 19.1 | $-0.1$ | 229.8 |
| EAT | 2,349.0 | 43.1 | $-0.1$ | 2,392.1 |

| million EUR | 1.1.-31.12.2023 (adjusted) * | | | |
| :--: | :--: | :--: | :--: | :--: |
| | | Terminal \& Infrastructure | Transition | Hapag-Lloyd <br> Group |
| Revenues | 17,762.3 | 187.1 | $-19.8$ | 17,929.5 |
| thereof inter-segment revenues | 0.5 | 19.4 | $-19.8$ | - |
| thereof external revenues | 17,761.8 | 167.7 | - | 17,929.5 |
| Transport and terminal expenses | 11,909.3 | 44.2 | $-24.6$ | 11,928.9 |
| Share of profit from equity-accounted investees | $-4.0$ | 17.9 | - | 13.9 |
| EBITDA | 4,414.9 | 46.0 | 0.1 | 4,460.9 |
| EBITDA margin (in \%) | 24.9 | 24.6 | - | 24.9 |
| Depreciation of intangible assets and property, plant and equipment | 1,902.3 | 29.5 | - | 1,931.8 |
| EBIT | 2,512.6 | 16.5 | 0.1 | 2,529.2 |
| EBIT margin (in \%) | 14.1 | 8.8 | - | 14.1 |
| Interest income and other finance income | 591.3 | 3.3 | $-0.7$ | 593.8 |
| Interest expenses and other finance expenses | 235.8 | 6.6 | $-0.7$ | 241.7 |
| Income tax | 82.2 | 1.6 | - | 83.7 |
| EAT | 2,937.4 | 11.1 | 0.1 | 2,948.6 |

[^0]
[^0]: * The comparative information has been marginally adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# Information on geographical regions

The allocation of property, plant and equipment and intangible assets to individual countries depends on the economic ownership structure within the Hapag-Lloyd Group and on the registered office of the Group companies. For existing investments in joint ventures and associates that have been included in the consolidated financial statements using the equity method, the allocation is based on the respective registered office of the investees.

The following table shows non-current assets per geographical area.

| million EUR | 31.12 .2024 | 31.12 .2023 (adjusted) * |
| :-- | --: | --: |
| Germany | 19,846.5 | 16,126.4 |
| Third country | 2,580.7 | 2,366.3 |
| Hapag-Lloyd Group | $\mathbf{2 2 , 4 2 7 . 2}$ | $\mathbf{1 8 , 4 9 2 . 8}$ |

* The comparative information has been adjusted. For further information, refer to section
*Adjustments in the measurement period" in the notes of the consolidated financial statements.

Net freight revenues are allocated based on completed voyages and the respective country in which the port of discharge for the transport order is located. Revenue from demurrage and detention is allocated based on the respective location of the ports where the affected containers were located. Revenue from the chartering of vessels and from the provision of container slots on vessels is allocated based on the location of the charterer's registered office. Revenue from the terminal business is allocated depending on the registered office of the terminal companies.

The table below shows the externally generated revenues per geographical area.

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Domestic | 1,091.1 | 853.6 |
| Third country | 18,020.6 | 17,075.9 |
| USA | 4,263.9 | 4,101.6 |
| Hapag-Lloyd Group | $\mathbf{1 9 , 1 1 1 . 8}$ | $\mathbf{1 7 , 9 2 9 . 5}$ |
| | | |

Revenues in the Liner Shipping segment per trade ${ }^{1}$ are shown in the following table.

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Asia - Europe | $4,946.8$ | $3,963.2$ |
| Pacific | $5,351.6$ | $4,511.5$ |
| Atlantic | $3,710.0$ | $4,850.0$ |
| Africa\&Intraregional Trades | $3,182.6$ | $3,193.5$ |
| Revenue not assigned to trades | $1,563.3$ | $1,244.2$ |
| Total | $\mathbf{1 8 , 7 5 4 . 3}$ | $\mathbf{1 7 , 7 6 2 . 3}$ |

${ }^{1}$ Since the fourth quarter of 2024, the Far East and Middle East trades have been combined into the "Asia - Europe" trade, the Transpacific trade and all other Asia-related services into the "Pacific" trade, the Atlantic trade and all other Europe-related services into the "Atlantic" trade and the Africa trade and all intraregional trades into the "Africa \& Intraregional Trades".
The adjustment was made for reasons of relevance. The comparative information was adjusted accordingly.

Revenue not assigned to trades mainly includes income from demurrage and detention charges for containers as well as compensation payments for shipping space. Furthermore, realized revenues from unfinished voyages are included in revenue not assigned to trades.

# Information about products and services

Revenues with external customers for the groups of comparable products and services performed as follows:

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Segment Liner Shipping | $\mathbf{1 8 , 7 5 0 . 2}$ | $\mathbf{1 7 , 7 6 1 . 8}$ |
| Container transport service | $17,344.8$ | $16,309.9$ |
| Other | $1,405.4$ | $1,451.9$ |
| Segment Terminal \& Infrastructure | $\mathbf{3 6 1 . 6}$ | $\mathbf{1 6 7 . 7}$ |
| Container handling | 265.1 | 117.0 |
| Other | 96.5 | 50.7 |
| Hapag-Lloyd Group | $\mathbf{1 9 , 1 1 1 . 8}$ | $\mathbf{1 7 , 9 2 9 . 5}$ |

Information on important customers
There was no dependency on individual customers in the 2024 financial year.

# NOTES TO THE CONSOLIDATED INCOME STATEMENT

## (1) Revenue

## Revenue streams

The Hapag-Lloyd Group's services comprise the shipping of containers by sea and associated hinterland transport for customers, thus providing transport services from door to door, as well as terminal services. As a result, the Hapag-Lloyd Group primarily generates revenue from sea freight, inland container transport and terminal handling charges.

Revenue is broken down by products and services in the Hapag-Lloyd Group and by trade in the liner Shipping segment. This breakdown can be found in the "Segment reporting" section.

The Hapag-Lloyd Group's revenue rose by EUR 1,182.2 million to EUR 19,111.8 million in the 2024 financial year (prior year period: EUR 17,929.5 million), representing an increase of $6.6 \%$.

This was primarily due to an increase in the average transport volume of $4.7 \%$ compared with the previous year while the average freight rate remained almost at the previous year's level. The development of the US dollar against the euro (measured by the average exchange rate) had a minor impact on the revenue.

## Contract liabilities

Contract liabilities essentially comprise the remaining performance obligation as at the reporting date in connection with shipments on pending voyages. The revenue recorded in the reporting period and included in the balance of contract liabilities at the start of the 2024 financial year came to EUR 566.5 million (prior year period: EUR 952.9 million).

Hapag-Lloyd also has contracts with customers with terms of more than one year in accordance with IFRS 15. However, considering the recognition of the associated revenue over the course of time, it can be concluded that the terms of the contracts have no effect on the time-related recognition of revenue within one year. The reason for this is that the maximum duration of a vessel voyage is less than one year. This means that the recognition of revenue for an individual shipment will not exceed a period of one year. With regard to the recognition of income, the Hapag-Lloyd Group therefore only has contracts with a short-term perspective of less than one year. On this basis, in accordance with IFRS 15.121 (a) in conjunction with IFRS 15.122, no further information is provided on transaction costs attributable to remaining performance obligations.

# Performance obligations and methods for recognising revenue

The Hapag-Lloyd Group measures revenue based on the consideration specified in a contract with a customer. The revenue in the Liner Shipping segment is recognised by the Hapag-Lloyd Group when the transport service is rendered. The performance obligation is fulfilled and the revenue is recognised in the period when the transport service is rendered by the Hapag-Lloyd Group, i. e. they are period-based.

The recognition of revenue is determined by performance progress. To determine the performance progress in connection with shipments on voyages pending as at the reporting date, Hapag-Lloyd uses the input-based method while taking account of the expenses incurred up until the reporting date. Due to the transport-related expenses allocated over the itinerary, the procedure is considered reliable and suitable. The determination of performance progress is influenced by assumptions regarding the expected contribution margin for each transport. These assumptions are judgement-based.

In the Terminal \&Infrastructure segment, revenue from terminal services and the associated performance obligation is realised on a point-in-time basis. Services related to the storage of containers are carried out over time, based on the useful life of the storage space.

Payment terms at Hapag-Lloyd vary at the local level. The payment term predominantly used by the Group constitutes payment within 30 days of receipt of the outgoing invoice.

## Transaction price and transaction price components

With regard to the rendering of transport services in accordance with a customer's shipment contract, Hapag-Lloyd has a performance obligation as per IFRS 15.22 (a), as the commitment made to the customer only comprises a distinguishable service. This is the commitment to transport goods from a specific origin to an agreed destination. A fixed transaction price is agreed for the transport service as part of a contract. The transaction price also includes variable components such as demurrage and detention for containers. These are recorded based on past experience as soon as the lease period of a container exceeds the agreed period in the contract.

Other transaction price components in the Hapag-Lloyd Group include discounts of any kind, e.g. cash payment discounts, volume discounts or special discounts. This pertains to both manifested and non-manifested discounts. The latter are deducted from the transaction price on a monthly basis, thereby reducing revenue, and are based on set discount conditions, which make sure that the variable consideration is limited. They therefore lead to a reduction in the transaction price. Since the discount is granted afterwards by means of a payment to the customer, a trade account payable (refund liability) is recognised on a monthly basis for the expected utilisation. For manifested discounts, on the other hand, the discount is granted earlier, when the receivables are booked. As a result, the revenue recognised has already been reduced by the amount of the discounts.

# (2) Transport and terminal expenses

Transport expenses

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Transport expenses for finished voyages | $12,707.8$ | $11,816.4$ |
| Bunker | $2,649.2$ | $2,253.9$ |
| Handling and haulage | $6,283.4$ | $5,618.5$ |
| Equipment and repositioning ${ }^{1}$ | $1,617.3$ | $1,515.5$ |
| Vessel and voyage (excluding bunker) ${ }^{1}$ | $2,157.9$ | $2,428.4$ |
| Change in transport expenses for unfinished voyages ${ }^{2}$ | $\sim 35.0$ | $\sim 68.6$ |
| Total | $\mathbf{1 2 , 7 4 2 . 8}$ | $\mathbf{1 1 , 8 8 4 . 9}$ |

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

In the 2024 financial year, transport expenses increased by EUR 857.9 million to EUR 12,742.8 million (prior year period: EUR 11,884.9 million). This represents an increase of $7.2 \%$.

The increase in expenses for bunker and emissions was mainly due to the increase in expenses for bunker of EUR 395.3 million to EUR 2,649.2 million compared to the prior year period (prior year period: EUR 2,253.9 million). While the average bunker consumption price in the 2024 financial year was USD 588/t, USD 26/t lower than the figure of USD 614/t for the corresponding prior year period, increased bunker consumption, particularly due to rerouting of vessels around the Cape of Good Hope, contributed to higher bunker expenses. In addition, the expenses for $\mathrm{CO}_{2}$ emission certificates to be recognised for the first time in 2024 in the amount of EUR 84.4 million (prior year period: EUR 0.0 million) contributed to the increase in fuels and emissions. With the inclusion of vessel emissions in the EU Emissions Trading System, Hapag-Lloyd has been obliged to purchase and submit EU Allowances (EUAs) for $\mathrm{CO}_{2}$ emissions since the 2024 financial year.

Expenses for container handling increased by EUR 664.9 million to EUR 6,283.4 million in the reporting year (prior year period: EUR 5,618.5 million). This increase is due in particular to higher expenses for container transshipments and higher demurrage and storage fees for containers in connection with the conflict in the Red Sea.

Expenses for containers and repositioning increased in the reporting year by EUR 101.8 million to EUR 1,617.3 million (prior year period: EUR 1,515.5 million), mainly due to the higher transport volume and the associated transshipment activities for empty containers due to the tense security situation in the Red Sea.

The decrease in expenses for vessels and voyages (excluding fuel) in the reporting period of EUR 270.5 million to EUR 2,157.9 million (prior year period: EUR 2,428.4 million) is mainly due to lower canal costs in connection with the avoidance of the Suez Canal. In contrast, expenses for short-term chartered vessels in particular increased compared to the previous year.

# Terminal expenses

Operating expenses in the Terminal \&Infrastructure segment in the 2024 financial year resulted primarily from expenses for the operation of terminals and handling of containers in the amount of EUR 122.5 million (prior year period: EUR 43.9 million).

The gross earnings margin (ratio of revenue less transport and terminal expenses to revenue) for the 2024 financial year in the Hapag-Lloyd Group was 32.7\% (prior year period: 33.5\%).

## (3) Personnel expenses

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Wages and salaries | 951.8 | 860.4 |
| Social security costs, pension costs and other benefits | 202.5 | 169.3 |
| Total | $\mathbf{1 , 1 5 4 . 4}$ | $\mathbf{1 , 0 2 9 . 7}$ |

Personnel expenses rose by EUR 124.7 million (12.1\%) to EUR 1,154.4 million in the 2024 financial year (prior year period: EUR 1,029.7 million). The increase is mainly due to the higher expenses for the employees taken over because of the acquisition of the SAAM Terminals companies in the third quarter of the previous year. Salary increases also contributed to the rise.

Pension costs include, among others, expenses for defined benefit and defined contribution pension obligations. A detailed presentation of pension commitments is provided in Note (22) Provisions for pensions and similar obligations.

The average number of employees was as follows:

| | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Liner shipping | 13,568 | 13,619 |
| Marine personnel | 1,226 | 1,327 |
| Shore-based personnel | 12,110 | 12,066 |
| Apprentices | 232 | 226 |
| Terminal \&Infrastructure | 2,916 | 1,191 |
| Total | $\mathbf{1 6 , 4 8 4}$ | $\mathbf{1 4 , 8 1 0}$ |

# (4) Depreciation, amortisation and impairment

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ <br> (adjusted) * |
| :-- | --: | --: |
| Scheduled amortisation/depreciation | 2,071.7 | $1,931.8$ |
| Amortisation of intangible assets | 139.3 | 112.9 |
| Depreciation of property, plant and equipment | $1,932.4$ | $1,818.8$ |
| Total | $\mathbf{2 , 0 7 1 . 7}$ | $\mathbf{1 , 9 3 1 . 8}$ |

* The comparative information has been marginally adjusted. For further information, refer to section
*Adjustments in the measurement period" in the notes of the consolidated financial statements.

The amortisation of intangible assets is mostly attributable to the customer base.

The scheduled depreciation and amortisation of property, plant and equipment was largely accounted for by ocean-going vessels and containers. The amortisation of rights of use relating to leased assets (especially vessels, containers, buildings) led to amortisation of EUR 1,081.9 million (prior year period: EUR 1,036.4 million). A break-down of depreciation and amortisation can be found in the Notes to the respective balance sheet item.

## (5) Other operating result

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Other operating income | 179.2 | 112.7 |
| Income from the derecognition of expired liabilities | 48.7 | 55.7 |
| Income from own cost capitalised | 24.8 | 21.8 |
| Gains from disposal of assets | 22.7 | 44.7 |
| Exchange rate gains/losses | 22.3 | -51.3 |
| Miscellaneous operating income | 60.7 | 41.7 |
| Other operating expenses | 621.0 | 638.9 |
| IT and Communication expenses | 290.2 | 282.4 |
| Fees for consultancy and other professional services | 65.2 | 114.6 |
| Office and Administration expenses | 47.9 | 50.2 |
| Training and other personnel expenses | 37.1 | 47.6 |
| Other taxes | 29.6 | 25.6 |
| Insurance expenses | 25.3 | 37.5 |
| Marketing expenses | 19.5 | 19.9 |
| Car and Travel expenses | 19.4 | 21.7 |
| Contributions, donations and other fees | 10.4 | 11.0 |
| Bank charges | 9.6 | 11.9 |
| Miscellaneous operating expenses | 66.9 | 16.4 |
| Total | $\mathbf{- 4 4 1 . 8}$ | $\mathbf{- 5 2 6 . 2}$ |

Miscellaneous operating income comprises items that cannot be allocated to any of the items mentioned above.

Net exchange rate gains and losses are shown under other operating expenses and can be primarily attributed to exchange rate variations affecting assets and liabilities (excluding financial debt).

Miscellaneous operating expenses comprise items that cannot be allocated to any of the items mentioned above.

# (6) Interest result and other financial result

The interest and other financial result was as follows:

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ |
| :-- | --: | --: |
| Interest income and other finance income | 370.5 | $\mathbf{5 9 3 . 8}$ |
| Other interest and similar income | 276.3 | 432.4 |
| Other financial income | 94.2 | 161.4 |
| Interest expenses and other finance expenses | $\mathbf{3 1 6 . 1}$ | $\mathbf{2 4 3 . 3}$ |
| Interest expenses for lease and service concession liabilities | 164.2 | 107.5 |
| Other interest and similar expenses | 138.9 | 118.2 |
| Net interest expenses from the valuation | 8.9 | 8.4 |
| of pensions and similar obligations | 4.1 | 9.2 |
| Other financial expenses | -0.7 | $\mathbf{1 . 0}$ |
| Effects from the result of embedded derivatives | $\mathbf{5 3 . 7}$ | $\mathbf{3 5 1 . 5}$ |
| Total | | |

Other interest and similar income mainly comprise income from interest on money market transactions and interest income from the financial instruments of the "HLAG Performance Express" special fund. The decrease in other interest and similar income in the reporting year is mainly due to the significant increase in interest rates, the high volume of money market transactions at the beginning of the reporting year and interest income from the securities of the special fund, which did not yet exist in the prior year period. Other financial income includes realised and unrealised rate gains and distributions from money market funds. Other interest and similar expenses mainly comprise interest for bonds and loans as well as interest from other financial debt.

For information on the interest expenses in relation to lease liabilities, please refer to Note (31) Leasing.

## (7) Other financial items

The other financial items, which amounted to EUR -9.3 million (prior year period: EUR -151.6 million), primarily comprise realised exchange rate effects arising from currency forward contracts for the euro dividends paid in May 2024, alongside the realised foreign currency losses from the corresponding dividend payment. The other financial items in the previous year, which amounted to EUR 151.6 million, primarily comprise realised exchange rate effects arising from currency forward contracts for the euro dividends paid in May 2023, alongside the realised foreign currency losses from the corresponding dividend payment.

# (8) Income taxes

The taxes on income and earnings actually paid or owed in the individual countries are disclosed as income taxes. As in the previous year, corporate entities based in Germany are subject to a corporate income tax rate of $15.0 \%$ and a solidarity surcharge of $5.5 \%$ of the corporate income tax owed. Additionally, these companies are subject to trade earnings tax, which for the years 2024 and 2023 is at $16.5 \%$ for the Group, corresponding to the specific applicable municipal assessment rate. The combined income tax rate for domestic companies is therefore 32.3\%. Furthermore, comparable actual income taxes are disclosed for foreign subsidiaries. Tax rates within the Group in 2024 ranged from $8.0 \%$ to $39.0 \%$ (prior year period: $8.0 \%$ to $35.0 \%$ ).

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

Income taxes were as follows:

| million EUR | 1.1.-31.12.2024 | 1.1.-31.12.2023 (adjusted) * |
| :--: | :--: | :--: |
| Actual income taxes | 13.8 | 201.6 |
| thereof domestic | $-62.1$ | 147.5 |
| thereof foreign | 75.4 | 54.1 |
| thereof global minimum taxation | 0.5 | - |
| Deferred tax income/expenses | 216.0 | $-117.9$ |
| thereof from temporary differences | 231.3 | $-117.2$ |
| thereof from loss carry-forwards | $-15.3$ | $-0.7$ |
| Total | 229.8 | 83.7 |

* The comparative information has been marginally adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

The EUR 146.0 million increase in income tax expenses compared with the previous year is mainly due to the reduction in deferred tax assets of the previous year and the recognition of deferred tax liabilities in the current financial year on unrealised valuation and exchange rate effects outside the tonnage tax area of Hapag-Lloyd AG in Germany, which led to a total deferred tax expense of EUR 217.4 million for the Company in the financial year (prior year period: deferred tax income of EUR 112.0 million).

This effect from deferred taxes was partially offset by a reduction in current income taxes in Germany. In contrast, foreign current income taxes increased in the financial year compared to the previous year, which is mainly because SAAM Terminals was only included in the consolidated financial statements from the acquisition in the second quarter of the 2023 financial year in the previous year.

Domestic income taxes include tonnage tax expenses amounting to EUR 5.3 million (prior year period: EUR 4.7 million).

Actual domestic income tax expenses fell by EUR 209.6 million compared to the previous year. This development is due to the overall decrease in income from money market transactions not subject to tonnage tax and to the adjustment of the tax treatment of expenses and income from investments of previous years, which led to a reduction of EUR 53.2 million in actual income tax expenses relating to other periods.

Overall, income taxes include tax income relating to other periods totalling EUR 12.0 million (prior year period: expenses of EUR 41.5 million). In addition to the aforementioned actual income tax expense relating to other periods in the amount of EUR 53.2 million, the previous year's deferred taxes were adjusted by EUR 39.3 million in the financial year as a significant offsetting effect. This also result from the adjustment of tax treatment of domestic capital investment activities of Hapag-Lloyd AG.

Furthermore, Hapag-Lloyd Group is subject to global minimum taxation in accordance with the model regulations for Pillar 2. Hapag-Lloyd AG has conducted a comprehensive analysis of the applicable regulations and based on the results, most of the countries in which Hapag-Lloyd has a tax presence can be excluded from the scope of potential global minimum taxation. Following further detailed calculations, the Hapag-Lloyd Group recognised a current tax expense of EUR 0.5 million for the supplementary tax in connection with the global minimum taxation that will potentially be payable by the Company (prior year period: EUR 0.0 million). Hapag-Lloyd Group applies the temporary, mandatory exemption regarding the recognition of deferred taxes resulting from the introduction of global minimum taxation and recognises this tax as current tax expense or income when it arises.

As Hapag-Lloyd AG has opted for tonnage taxation, temporary measurement differences do not affect taxation, with the result that no deferred taxes are calculated. For domestic income which is not subject to tonnage taxation, a combined income tax rate of $32.3 \%$ was used both in 2024 and 2023 to calculate the deferred taxes.

For foreign-based companies, the tax rates of the respective country were used to calculate the deferred taxes. The income tax rates applied for foreign-based companies in 2024 ranged from $8.0 \%$ to $39.0 \%$ (prior year period: between $8.2 \%$ and $35.0 \%$ ).

The following table shows a reconciliation statement from the expected to the reported income tax expense. To calculate the expected tax expense, the Group net result is first divided between the result that falls under tonnage taxation and the result that is subject to regular taxation. The result that is subject to regular taxation is multiplied by the statutory income tax rate of $32.3 \%$ prevailing for Hapag-Lloyd AG in the financial year, as the bulk of the Group net result was generated by Hapag-Lloyd AG.

Reconciliation statement

| million EUR | $1.1 .-31.12 .2024$ | $1.1 .-31.12 .2023$ <br> (adjusted) * |
| :--: | :--: | :--: |
| Earnings before taxes | 2,621.9 | 3,032.3 |
| thereof under tonnage tax | 2,017.3 | 2,861.3 |
| thereof under regular income tax | 604.6 | 171.0 |
| Expected income tax expense (+)/income (-) (tax rate 32.3\%) | 195.1 | 55.2 |
| Difference between the actual tax rates and the expected tax rates | $-2.9$ | $-32.6$ |
| Effects of income not subject to income tax | $-6.6$ | $-13.8$ |
| Non-deductible expenses and trade tax additions and reductions | 30.7 | 27.5 |
| Effects from reassessments | 6.0 | 7.2 |
| Effective tax expenses and income relating to other periods | $-12.0$ | 41.5 |
| Tax effect from equity-acounted investees | $-0.4$ | $-20.5$ |
| Exchange rate differences | $-3.2$ | 2.4 |
| Other differences | 17.8 | 12.1 |
| Income tax expense under regular income tax | 224.5 | 79.0 |
| Income tax expense under tonnage tax | 5.3 | 4.7 |
| Reported income tax expenses (+)/income (-) | 229.8 | 83.7 |

* The comparative information has been marginally adjusted. For further information, refer to section
*Adjustments in the measurement period" in the notes of the consolidated financial statements.

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

The position "Effects from reassessments" includes income of EUR 5.5 million (prior year period: EUR 5.4 million) from the change in unrecognised corporate income tax loss carryforwards in Germany and abroad. Furthermore, unrecognised income of EUR 0.4 million (prior year period: EUR 1.8 million) relates to unrecognised deferred tax assets from temporary differences.

The change in effective tax income relating to other periods in the financial year is essentially a consequence of the adjustment of the tax treatment of the income of domestic investment activities in Germany.

The other differences include EUR 11.0 million in foreign withholding taxes for dividends, which are non-deductible (prior year period: EUR 2.9 million). The increase is mainly due to dividend distributions in the Terminal \&Infrastructure segment. This position also includes expenses for the current period from the increase in deferred tax liabilities on future transfers of cash and cash equivalents by a Chilean Group company totalling EUR 5.8 million (prior year period: EUR 8.7 million).

Deferred tax assets and deferred income tax liabilities result from temporary differences and tax loss carry-forwards as follows:

| million EUR | 31.12.2024 | | 31.12.2023 (adjusted) ${ }^{*}$ | | |
| :--: | :--: | :--: | :--: | :--: | :--: |
| | Asset | Liability | Asset | Liability | |
| Recognition and measurement differences for property, plant and equipment and other non-current assets | 2.0 | 151.2 | 2.2 | 147.8 | |
| Recognition differences for receivables and other assets | 1.8 | 115.3 | 135.5 | 8.6 | |
| Measurement of pension provisions | 4.8 | 1.2 | 4.9 | 0.8 | |
| Recognition and measurement differences for other provisions | 12.6 | - | 12.2 | 0.3 | |
| Other transactions | 27.0 | $-0.8$ | 31.8 | 5.8 | |
| Capitalised tax savings from recoverable loss carry-forwards | 26.0 | - | 9.5 | - | |
| thereof utilised by tonnage tax base | - | - | - | - | |
| Netting of deferred tax assets and liabilities | $-11.8$ | $-11.8$ | $-9.6$ | $-9.6$ | |
| Balance sheet recognition | 62.4 | 255.1 | 186.5 | 153.7 | |

The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

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

| million EUR | As per <br> 1.1.2023 | Change in the group of consolidated companies | Recognised as taxes in the income statement | Recognised as an exchange rate difference | As per 31.12.2023 (adjusted) ${ }^{*}$ |
| :--: | :--: | :--: | :--: | :--: | :--: |
| Recognition and measurement differences for property, plant and equipment and other non-current assets | $-44.9$ | $-93.0$ | $-10.2$ | - | 2.5 |
| Recognition differences for receivables and other assets | 0.5 | 5.4 | 120.7 | - | 0.3 |
| Measurement of pension provisions | 2.3 | 1.9 | $-1.8$ | 1.9 | - |
| thereof recognised directly in equity | 2.4 | - | - | 1.9 | $-0.1$ |
| Recognition and measurement differences for other provisions | 8.1 | $-8.1$ | 12.5 | - | $-0.6$ |
| Other transactions | 16.9 | 13.4 | $-4.0$ | - | $-0.6$ |
| Capitalised tax savings from recoverable loss carry-forwards | 9.3 | - | 0.7 | - | $-0.5$ |
| Balance sheet recognition | $-7.8$ | $-80.4$ | 117.9 | 1.9 | 1.1 |

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

| million EUR | As per <br> 1.1.2024 | Change in the group of consolidated companies | Recognised as taxes in the income statement | Recognised in other comprehensive income | Recognised as an exchange rate difference | As per 31.12.2024 |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Recognition and measurement differences for property, plant and equipment and other non-current assets | $-145.6$ | $-1.4$ | 7.1 | - | $-9.3$ | $-149.2$ |
| Recognition differences for receivables and other assets | 126.9 | - | $-238.5$ | 0.7 | $-2.6$ | $-113.5$ |
| Measurement of pension provisions | 4.3 | - | $-0.1$ | $-0.7$ | 0.3 | 3.8 |
| thereof recognised directly in equity | 4.2 | - | - | $-0.7$ | 0.3 | 3.8 |
| Recognition and measurement differences for other provisions | 11.9 | - | $-0.1$ | - | 0.8 | 12.6 |
| Other transactions | 25.7 | - | 0.1 | - | 1.7 | 27.5 |
| Capitalised tax savings from recoverable loss carry-forwards | 9.5 | - | 15.5 | - | 1.0 | 26.0 |
| Balance sheet recognition | 32.7 | $-1.4$ | $-216.0$ | - | $-8.1$ | $-192.8$ |

The change in recognition differences for receivables and other assets in the amount of EUR 240.4 million is mainly due to the reduction in deferred tax assets in the previous year and the recognition of deferred tax liabilities on unrealised valuation and exchange rate effects not subject to tonnage tax of Hapag-Lloyd AG as of 31 December 2024.

The increase in capitalised tax savings from recoverable loss carry-forwards in the amount of EUR 16.5 million is mainly due to the Hapag-Lloyd AG.

In accordance with IAS 12 'Income Taxes', deferred tax liabilities must be recognised on the difference between the pro rata equity of a subsidiary recognised in the consolidated balance sheet and the carrying amount of the investment for this subsidiary in the parent company's tax balance sheet (so-called outside basis differences) if realisation is expected. These differences are mainly due to retained profits of domestic and foreign subsidiaries. Deferred tax liabilities of EUR 5.8 million (31 December 2023: EUR 8.7 million) were recognised for temporary differences between the net assets and the carrying amount of subsidiaries for tax purposes, whereby the reversal of the temporary differences is likely in the foreseeable future. The increase is due to a change in the future cash repatriation strategy at a subsidiary in Chile. No deferred tax liabilities were recognised for the remaining taxable differences between the net assets and the carrying amount of subsidiaries for tax purposes amounting to EUR 68.2 million (31 December 2023: EUR 73.0 million), as Hapag-Lloyd is able to steer how the temporary differences are reversed over time and no reversal of the temporary differences is likely in the near future. Deferred tax assets and liabilities are classified as non-current in the statement of financial position in accordance with IAS 1, irrespective of their expected realisation date.

Deferred tax assets are recognised for temporary differences and tax loss carry-forwards if their realisation seems certain in the near future. The loss carry-forwards not recognised relate primarily to foreign subsidiaries that are not covered by tonnage taxation. The amounts of unutilised tax losses and the capacity to bring forward the tax losses for which no deferred tax assets were recognised are as follows:

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :-- | --: | --: |
| Loss carry-forwards for which deferred tax assets <br> were recognised | 80.9 | 26.9 |
| thereof loss carry-forwards forfeitable in more than 5 years | $1,393.2$ | $1,325.4$ |
| Non-forfeitable loss carry-forwards | - | - |
| Total of unutilised loss carry-forwards | $1,393.2$ | $1,325.4$ |

# (9) Earnings per share

| | 1.1.-31.12.2024 | 1.1.-31.12.2023 <br> (adjusted) ${ }^{+}$ |
| :-- | --: | --: |
| Profit/loss attributable to shareholders in million EUR | $2,385.5$ | $2,934.3$ |
| Weighted average number of shares in million | 175.8 | 175.8 |
| Basic earnings per share in EUR | 13.57 | 16.70 |

[^0]Basic earnings per share is the quotient of the Group net result attributable to the shareholders of Hapag-Lloyd AG and the weighted average of the number of shares in circulation during the financial year.

There were no dilutive effects in the 2024 financial year or in the previous year.

[^0]: - The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

# NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

## (10) Intangible assets

| million EUR | Goodwill (adjusted) ${ }^{\text {a }}$ | Customer base (adjusted) ${ }^{\text {a }}$ | Concessions (adjusted) ${ }^{\text {a }}$ | Brand | Software | Payments on account and assets under construction | Total (adjusted) ${ }^{\text {a }}$ |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Historical cost | | | | | | | |
| As at 1.1.2023 | 1,712.1 | 1,956.8 | - | 240.5 | 148.9 | 23.3 | 4,081.6 |
| Addition from buisness combination | 260.4 | 119.1 | 199.6 | - | 2.6 | - | 581.7 |
| Additions | - | - | - | - | 1.0 | 26.8 | 27.8 |
| Transfers | - | - | - | - | 14.2 | $-14.2$ | - |
| Exchange rate differences | $-63.1$ | $-71.5$ | $-1.3$ | $-8.7$ | $-5.8$ | $-1.1$ | $-151.5$ |
| As at 31.12.2023 | 1,909.4 | 2,004.5 | 198.3 | 231.7 | 161.0 | 34.8 | 4,539.6 |
| Accumulated amortisation | | | | | | | |
| As at 1.1.2023 | - | 696.8 | - | - | 132.3 | - | 829.0 |
| Additions | - | 91.3 | 14.8 | - | 6.9 | - | 112.9 |
| Exchange rate differences | - | $-27.4$ | $-0.5$ | - | $-5.0$ | - | $-32.9$ |
| As at 31.12.2023 | - | 760.7 | 14.3 | - | 134.2 | - | 909.1 |
| Carrying amounts 31.12.2023 | 1,909.4 | 1,243.8 | 184.1 | 231.7 | 26.8 | 34.8 | 3,630.5 |
| Historical cost | | | | | | | |
| As at 1.1.2024 | 1,909.4 | 2,004.5 | 198.3 | 231.7 | 161.0 | 34.8 | 4,539.6 |
| Additions ${ }^{1}$ | 21.4 | 6.2 | 0.4 | - | 10.7 | 21.4 | 60.1 |
| Transfers | - | - | 0.2 | - | 15.0 | $-15.2$ | $-0.0$ |
| Exchange rate differences | 126.3 | 132.0 | 4.5 | 15.2 | 11.6 | 2.5 | 292.2 |
| As at 31.12.2024 | 2,057.1 | 2,142.7 | 203.5 | 247.0 | 198.3 | 43.5 | 4,891.9 |
| Accumulated amortisation | | | | | | | |
| As at 1.1.2024 | - | 760.7 | 14.3 | - | 134.2 | - | 909.1 |
| Additions | - | 96.8 | 35.1 | - | 7.4 | - | 139.3 |
| Exchange rate differences | - | 53.9 | $-2.5$ | - | 9.1 | - | 60.5 |
| As at 31.12.2024 | - | 911.4 | 46.8 | - | 150.6 | - | 1,108.9 |
| Carrying amounts 31.12.2024 | 2,057.1 | 1,231.2 | 156.6 | 247.0 | 47.6 | 43.5 | 3,783.0 |

[^0]
[^0]: 1 Additions totaling EUR 27.5 million relate to changes in the scope of consolidation.

- The comparative information has been adjusted. For further information, refer to section
${ }^{a}$ Adjustments in the measurement period ${ }^{a}$ in the notes of the consolidated financial statements.

For the purposes of impairment testing, goodwill and the Hapag-Lloyd brand were allocated to the Group's cash-generating units as of 31 December 2024 as follows:

| Cash generating unit (CGU) or group of CGUs in million EUR | Goodwill | Hapag-Lloyd brand |
| :--: | :--: | :--: |
| | 1,986.8 | 247.0 |
| Uner Shipping | 70.2 | |
| Multiple units or groups of units without significant goodwill | 2,057.1 | 247.0 |
| Carrying amount | | |

This allocation is based on judgement set forth in the section "Application of judgements and estimates".

The recoverable amount of the cash-generating unit Liner Shipping is based on the value in use estimated by discounted cash flows. The cash flow projections include specific estimates for five years and the extrapolation of a terminal value thereafter.

The key assumptions used to estimate the recoverable amount are set out below.

Based on the growth targets defined in the corporate strategy and the capacities available according to the investment plan, the management plans for the detailed planning period to increase transport volumes above the market growth estimated by industry experts. The forecasts for global container shipping provided by industry experts are adjusted and supplemented by experience and assessments of the Group's own competitive position on its the individual trades. In particular, the planning takes into account the transition from "THE Alliance" to the "Gemini Cooperation" and the associated new network, the focus on growth and niche markets, and Hapag-Lloyd's quality position in the competitive environment. In addition to the capacity requirements of the network, investment planning also takes into account the development of external sustainability requirements and internal sustainability targets.

Freight rates are affected by various economic factors and are subject to significant fluctuations. One of these factors is the development of bunker prices, which is also uncertain and subject to fluctuations. Therefore, the freight rate is planned ex bunker, i. e. the expected freight rate after deduction of the expected bunker costs. Compared to 2024, the planning for 2025 and 2026 initially assumes a decrease in freight rates. For the planning period 2027 to 2029, a sustained increase in freight rates is planned, with the freight rate expected by management in the final planning year 2029 being lower than the freight rate in 2024.

The weighted average cost of capital after income taxes as used for discounting purposes is $9.6 \%$ for the planning period. This was estimated on the basis of historical weighted industryaverage cost of capital. Due to the tonnage taxation, the cost of capital before income taxes corresponds to the capital cost rate after income taxes. In order to extrapolate the planning beyond the planning period, a growth rate of $2.0 \%$ was taken into consideration, so that the weighted average cost of capital for the sustainable period is $7.6 \%$.

The growth rate of $2.0 \%$ p.a. corresponds to the growth rate in the terminal value. It was determined on the basis of various external sources and takes into account future inflation, efficiency and competitive expectations. The assumed sustainable growth rate in the terminal value is below the long-term average growth rate for global container volumes expected by industry experts.

The EBIT margin in the terminal value corresponds to the expected average long-term performance of the industry. It is within the range of EBIT margins in the detailed planning period and has been validated using external sources.

Development expenses in the financial year totalled EUR 115.2 million (prior year period: EUR 100.0 million). Investments in internally generated intangible assets requiring capitalisation in the financial year amounted to EUR 23.5 million (prior year period: EUR 21.5 million).

(11) Property, plant and equipment

| million EUR | Vessels | Containers, <br> chassis | Property, <br> buildings <br> and other <br> equipment | Payments on <br> account and <br> assets under <br> construction | Total |
| :--: | :--: | :--: | :--: | :--: | :--: |
| Historical cost | | | | | |
| As at 1.1.2023 | 14,190.5 | 5,474.5 | 544.2 | 824.4 | 21,033.6 |
| Addition from business <br> combination | - | - | 322.9 | 9.2 | 332.1 |
| Additions | 1,267.6 | 853.8 | 82.0 | 332.2 | 2,535.6 |
| Disposals | 356.1 | 295.7 | 53.3 | - | 705.1 |
| Transfers | 184.1 | 8.3 | 14.6 | $-206.9$ | - |
| Exchange rate differences* | $-540.0$ | $-211.8$ | $-18.8$ | $-32.6$ | $-803.2$ |
| As at 31.12.2023* | 14,746.0 | 5,829.1 | 891.6 | 926.3 | 22,393.0 |
| Accumulated depreciation | | | | | |
| As at 1.1.2023 | 5,424.6 | 2,219.6 | 249.2 | - | 7,893.4 |
| Additions | 1,300.3 | 456.8 | 61.7 | - | 1,818.8 |
| Disposals | 322.2 | 217.1 | 46.0 | - | 585.3 |
| Exchange rate differences | $-219.6$ | $-86.1$ | $-8.9$ | - | $-314.6$ |
| As at 31.12.2023 | 6,183.1 | 2,373.2 | 256.1 | - | 8,812.3 |
| Carrying amounts <br> 31.12.2023* | 8,562.9 | 3,456.0 | 635.5 | 926.3 | 13,580.7 |
| Historical cost | | | | | |
| As at 1.1.2024 | 14,746.0 | 5,829.1 | 891.6 | 926.3 | 22,393.0 |
| Additions ${ }^{1}$ | 2,806.0 | 1,430.2 | 104.1 | 298.9 | 4,639.2 |
| Disposals | 584.6 | 254.2 | 32.8 | - | 871.6 |
| Transfers | 493.7 | 8.8 | 21.3 | $-522.8$ | 1.0 |
| Exchange rate differences | 1,079.2 | 431.3 | 53.2 | 51.6 | 1,615.4 |
| As at 31.12.2024 | 18,540.3 | 7,445.2 | 1,037.5 | 754.0 | 27,777.0 |
| Accumulated depreciation | | | | | |
| As at 1.1.2024 | 6,183.1 | 2,373.2 | 256.1 | - | 8,812.3 |
| Additions | 1,362.1 | 492.5 | 77.5 | - | 1,932.0 |
| Disposals | 545.9 | 196.9 | 27.2 | - | 770.0 |
| Exchange rate differences | 439.4 | 168.0 | 15.7 | - | 623.0 |
| As at 31.12.2024 | 7,438.6 | 2,836.8 | 322.1 | - | 10,597.4 |
| Carrying amounts 31.12.2024 | 11,101.6 | 4,608.5 | 715.4 | 754.0 | 17,179.6 |

1 Additions amounting to EUR 11.8 million relate to changes in the scope of consolidation.

The comparative information has been adjusted. For further information, refer to section
${ }^{1}$ Adjustments in the measurement period ${ }^{2}$ in the notes of the consolidated financial statements.

The carrying amount of the property, plant and equipment subject to restrictions of ownership was EUR 4,302.5 million as at the reporting date (31 December 2023: EUR 4,842.7 million). Restrictions of ownership exist in the form of ship mortgages for container vessels and in the form of collateral for financed vessels and containers transferred by way of security.

The developments in the rights of use for each investment class in the financial year are presented in Note (31) Leases.

# Capitalisation of borrowing costs

During the 2024 financial year, borrowing costs of EUR 31.3 million (prior year period: EUR 35.2 million) from general, i. e. non-dedicated, external financing sources were capitalised for vessels under construction. The capitalisation rate used to determine the capitalisation of borrowing costs is calculated every quarter and amounts to between $5.4 \%$ and $5.7 \%$ p.a. for the 2024 financial year (prior year period: between $4.8 \%$ and $5.4 \%$ p.a.).

Directly attributable borrowing costs of EUR 1.3 million (prior year period: EUR 2.6 million) were also capitalised during the 2024 financial year. As in the previous year, the interest rate for the relevant loans is $2.5 \%$ p.a.

## (12) Investments in equity-accounted investees

The following companies were incorporated into the Hapag-Lloyd Group using the equity method as at 31 December 2024.

| Name of the company | Registered office | Proportion of ownership in the group (in \%) | |
| :--: | :--: | :--: | :--: |
| Joint venture | | 2024 | 2023 |
| Consorcio Naviero Peruano S.A. | Lima | 47.93 | 47.93 |
| Damietta Alliance Container Terminals S.A.E. | Damietta | 39.00 | 39.00 |
| Eurogate Container Terminal Wilhelmshaven GmbH\&Co. KG | Wilhelmshaven | 30.00 | 30.00 |
| Inmobiliaria Sepbio Ltda | Talcahuano | 50.00 | 50.00 |
| J M Baxi Ports\&Logistics Private Limited | Mumbai | 48.00 | 40.00 |
| Muellaje del Maipo S.A. | San Antonio | 50.00 | 50.00 |
| Norcoast Logistica S.A. | São Paulo | 50.00 | 50.00 |
| Portuaria Corral S.A. | Santiago de Chile | 50.00 | 50.00 |
| Rail Terminal Wilhelmshaven GmbH | Wilhelmshaven | 50.00 | 50.00 |
| San Antonio Terminal Internacional S.A. | San Antonio | 50.00 | 50.00 |
| San Vicente Terminal Internacional S.A. | Talcahuano | 50.00 | 50.00 |
| Servicios Portuarios y Extraportuarios Bio Bio Ltda | Talcahuano | 50.00 | 50.00 |
| Texas Stevedoring Services LLC | Wilmington | 50.00 | 50.00 |
| Transportes Fluviales Corral S.A. | Santiago de Chile | 50.00 | 50.00 |
| Associated companies | | | |
| Antofagasta Terminal Internacional S.A. | Antofagasta | 35.00 | 35.00 |
| Djibouti Container Services FZCO | Djibouti | 38.89 | 38.89 |
| EA Technologies FZCO | Dubai | 68.85 | 61.59 |
| Hapag-Lloyd Lanka (Pvt) Ltd. | Colombo | 40.00 | 40.00 |
| HHLA Container Terminal Altenwerder GmbH | Hamburg | 25.10 | 25.10 |
| Puerto Buenavista S.A. | Cartagena | 33.33 | 33.33 |
| Spinelli S.r.l. | Genoa | 49.00 | 49.00 |

Joint ventures
In August 2024, Hapag-Lloyd Group acquired further 8\% shares in J M Baxi Ports\&Logistics Private Limited, Mumbai, India. J M Baxi Ports\&Logistics Private Limited, together with its associated companies as a group (J M Baxi), operates container terminals and a multi-purpose

terminal, as well as inland container depots and container freight stations. It is also engaged in various other logistics-related activities, such as providing rail-based services across India. The investment in J M Baxi will allow Hapag-Lloyd to strengthen its position in the strategic growth market of India. The shares are accounted for using the equity method as an investment in a joint venture. The shares have been recognised at cost of acquisition (EUR 680.2 million). The acquisition costs comprise expenses directly attributable to the acquisition and were settled in cash. The financial year of J M Baxi Ports\&Logistics Private Limited ends as at 31 March of a year.

# Associated companies

In November 2024, Hapag-Lloyd Group acquired further 7.26\% shares in EA Technologies FZCO, Dubai Silicon Oasis, UAE. Together with its affiliate ODeX India Solutions Private Ltd, Mumbai, India, it offers a digital accounting, electronic payments and delivery documentation platform to customers in the shipping industry. The shareholder agreements stipulate that significant decisions regarding company and financial policy require qualified majorities in excess of the proportion of shares held by Hapag-Lloyd. Therefore, despite holding a majority stake of $68.85 \%$, Hapag-Lloyd is deemed to exert significant influence over the company. The shares are accounted for using the equity method as an investment in an associate. The additional shares have been recognised at cost of acquisition (EUR 2.1 million). The acquisition costs comprise expenses directly attributable to the acquisition and were settled in cash.

## Financial information

The tables below summarise the financial information of the material joint ventures and associates of the Hapag-Lloyd Group. The financial information of J M Baxi Port\&Logistics Private Limited presented in the table is based on the most recently available financial statements as of 30 September 2024 and has been updated to 31 December 2024. The tables also contain a reconciliation of the summarised financial information to the carrying amounts of the shares at the end of the financial year.

| | HHLA Container Terminal <br> Altenwerder GmbH | |
| :-- | --: | --: |
| million EUR | 2024 | 2023 |
| Statement of comprehensive income | | |
| Revenues | 276.4 | 274.2 |
| Annual result | 43.9 | 49.7 |
| Dividend payments to Hapag-Lloyd Group | -24.7 | -41.3 |
| Balance sheet | | |
| Current assets | 73.8 | 138.6 |
| Non-current assets | 170.7 | 104.7 |
| Current liabilities | 42.8 | 35.1 |
| Non-current liabilities | 77.4 | 78.0 |
| Net assets | $\mathbf{1 2 4 . 3}$ | $\mathbf{1 3 0 . 2}$ |
| Group share in net assets | 31.2 | 32.7 |
| Goodwill | 276.8 | 276.8 |
| Result related to other period | 11.8 | 13.1 |
| Carrying amount of the participation at the end of the financial year | $\mathbf{3 1 9 . 8}$ | $\mathbf{3 2 2 . 6}$ |

| | Spinelli S.r.l. | |
| :--: | :--: | :--: |
| million EUR | 2024 | 2023 |
| Statement of comprehensive income | | |
| Revenues | 180.0 | 179.0 |
| Annual result | 18.3 | 16.3 |
| Dividend payments to Hapag-Lloyd Group | $-11.6$ | $-12.5$ |
| Balance sheet | | |
| Current assets | 76.0 | 80.5 |
| Non-current assets | 142.2 | 132.2 |
| Current liabilities | 91.2 | 81.8 |
| Non-current liabilities | 26.9 | 26.4 |
| Non-controlling interests | 6.7 | 5.8 |
| Net assets | 93.4 | 98.7 |
| Group share in net assets | 45.8 | 48.4 |
| Goodwill | 211.8 | 211.8 |
| Carrying amount of the participation at the end of the financial year | 257.6 | 260.2 |

| | J M Baxi Ports \& Logistics Private Limited | |
| :--: | :--: | :--: |
| million EUR | 2024 | 2023 |
| Statement of comprehensive income | | |
| Revenues | 232.0 | 178.6 |
| Depreciation and amortisation | 43.5 | 33.7 |
| Interest expenses | 33.8 | 14.2 |
| Income taxes | 2.7 | 0.4 |
| Annual result | $-5.5$ | 0.8 |
| Other comprehensive income | 2.0 | $-0.4$ |
| Total comprehensive income | $-3.5$ | 0.3 |
| Balance sheet | | |
| Current assets | 186.6 | 172.7 |
| thereof Cash and cash equivalents | 40.4 | 56.7 |
| Non-current assets | 1,142.0 | 1,033.9 |
| Current liabilities | 100.7 | 60.4 |
| thereof current financial liabilities | 49.7 | 32.3 |
| Non-current liabilities | 493.4 | 440.2 |
| thereof non-current financial liabilities | 291.6 | 239.3 |
| Net assets | 734.5 | 705.9 |
| Group share in net assets | 352.6 | 282.4 |
| Goodwill | 336.3 | 288.7 |
| Exchange rate differences | 1.1 | $-10.9$ |
| Carrying amount of the participation at the end of the financial year | 690.0 | 560.2 |

The recognised share of all individually non-material joint ventures and associates accounted for using the equity method developed as follows:

| | Non-material associated companies | | Non-material Joint Ventures | |
| :--: | :--: | :--: | :--: | :--: |
| million EUR | 2024 | 2023 | 2024 | 2023 |
| Participation 1.1. | 65.9 | 17.3 | 15.4 | 2.2 |
| Additions from acquisition of investments | 1.6 | 55.2 | - | 3.4 |
| Reclassification | $-39.4$ | - | 39.4 | - |
| Pro-rata share of earnings after taxes | $-0.4$ | $-7.7$ | $-27.3$ | $-16.3$ |
| Dividend payments | $-1.4$ | $-1.6$ | 0.3 | - |
| Change recognised directly in equity | 0.4 | 3.8 | 79.4 | 26.2 |
| Exchange rate differences | 1.6 | $-1.0$ | 1.1 | $-0.1$ |
| Participation 31.12. | 28.3 | 65.9 | 108.3 | 15.4 |

(13) Trade accounts receivable and other receivables, other financial assets

| million EUR | 31.12.2024 | | 31.12.2023 | |
| :--: | :--: | :--: | :--: | :--: |
| | Total | Remaining term more than a year | Total | Remaining term more than a year |
| Trade accounts receivable | 2,447.1 | - | 1,657.0 | - |
| Other financial assets | 2,378.1 | 71.0 | 2,139.2 | 56.0 |
| Government bonds, corporate bonds and money market instruments | 2,032.1 | - | 1,841.5 | - |
| Receivables relating to offset or advanced payments | 117.0 | - | 107.6 | - |
| Receivables from insurance compensation | 89.7 | 41.4 | 61.4 | 21.9 |
| Receivables from deposits and prepayments | 27.8 | 3.8 | 25.8 | 3.7 |
| Receivables from loans and other financial receivables | 20.0 | 7.4 | 17.3 | 8.1 |
| Investments and securities | 11.1 | 11.1 | 14.3 | 14.3 |
| Interest receivables | 5.7 | 2.9 | 4.0 | 2.9 |
| Sundry financial assets | 74.7 | 4.3 | 67.3 | 5.3 |
| Total financial assets | 4,825.2 | 71.0 | 3,796.2 | 56.0 |

As at 31 December 2024, in relation to vessel financing, there were assignments on earnings of a type customary on the market for trade accounts receivable resulting from revenue.

In addition to this, trade accounts receivable were pledged as part of the programme to securitise receivables. These kinds of receivables have not been derecognised by the Group, but are held according to the business model in order to collect contractual cash flows (held to collect).

Other financial assets primarily comprise the securities of the special fund "HLAG Performance Express" subscribed in the financial year amounting to EUR 2,032.1 million (31 December 2023: EUR 1,841.5 million). The fund was subscribed in April 2023 and concluded for an indefinite period. The fund is focused on fixed-income instruments with the aim of establishing a structured, low-risk platform for investing surplus financial resources and creating a long-term liquidity reserve. Hapag-Lloyd is the sole shareholder in the investment fund, and there are no restrictions on daily redemption.

# Credit risks

The gross carrying amounts of trade accounts receivable and other financial assets that fall within the scope of impairments under IFRS 9 amounted to EUR 2,835.5 million as at 31 December 2024 (31 December 2023: EUR 1,990.7 million) and are mostly exposed to a low to medium credit risk. As at the reporting date, credit impairments and/or high credit risks applied to gross carrying amounts totalling EUR 236.4 million (31 December 2023: EUR 212.1 million). Securities were in place for gross carrying amounts totalling EUR 584.0 million (31 December 2023: EUR 470.5 million).

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

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :-- | --: | --: |
| Trade accounts receivable and other financial assets | | |
| Not overdue | $2,458.9$ | $1,689.6$ |
| Overdue up to 30 days | 205.5 | 151.0 |
| Overdue between 31 and 90 days | 84.7 | 69.6 |
| Overdue for more than 90 days | 86.4 | 80.6 |
| Gross carrying amount | $\mathbf{2 , 8 3 5 . 5}$ | $\mathbf{1 , 9 9 0 . 7}$ |
| Loss allowance | -54.0 | -50.8 |
| Carrying amount | $\mathbf{2 , 7 8 1 . 5}$ | $\mathbf{1 , 9 4 0 . 0}$ |

## Loss allowances

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

| million EUR | 2024 | 2023 |
| :-- | --: | --: |
| Loss allowances on trade accounts receivable and other <br> financial assets | | |
| Loss allowances as of 1.1. | $\mathbf{5 0 . 8}$ | $\mathbf{5 4 . 1}$ |
| Utilisation | 2.0 | 0.6 |
| Change of Loss allowances | 2.0 | -0.9 |
| Change of translation reserve | 3.3 | -1.9 |
| Loss allowances as of 31.12. | $\mathbf{5 4 . 1}$ | $\mathbf{5 0 . 8}$ |

Loss allowances as at 31 December 2024 are EUR 54.1 million, of which EUR 47.1 million are attributable to credit-impaired receivables (31 December 2023: EUR 45.1 million).

(14) Other non-financial assets

| million EUR | 31.12.2024 | | 31.12.2023 | |
| :--: | :--: | :--: | :--: | :--: |
| | Total | Remaining term more than a year | Total | Remaining term more than a year |
| Other non-financial assets | | | | |
| Claims arising from the refund of other taxes | 75.3 | 1.1 | 139.7 | 0.8 |
| Commitment fees for loans | 21.9 | 7.8 | 17.0 | 8.9 |
| Prepaid expenses | 51.5 | 2.6 | 50.3 | 0.7 |
| Sundry non-financial assets | 20.3 | 11.1 | 14.4 | 8.4 |
| Total | 168.9 | 22.5 | 221.4 | 18.7 |

(15) Derivative financial instruments

| million EUR | 31.12.2024 | | 31.12.2023 | |
| :--: | :--: | :--: | :--: | :--: |
| | Total | Remaining term more than a year | Total | Remaining term more than a year |
| Receivables from derivative financial instruments | 0.8 | 0.8 | 13.3 | 1.4 |
| thereof derivatives in hedge accounting ${ }^{1}$ | 0.0 | 0.0 | 3.5 | 0.0 |
| thereof derivatives not included in hedge accounting | 0.8 | 0.8 | 9.8 | 1.4 |

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

Derivative financial instruments are recognised at fair value (market value). They serve to hedge currency risks and interest rate risks in the area of financing. This item also contains embedded derivatives in the form of buy-back options for issued bonds. A detailed description of the derivative financial instruments follows within the explanation of the financial instruments (Note (28)).

# (16) Inventories

The inventories were as follows:

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :-- | --: | --: |
| Raw materials and supplies | 497.8 | 431.2 |
| Emission certificate stocks | 132.5 | 22.8 |
| Prepayments | 0.4 | 0.3 |
| Total | $\mathbf{6 3 0 . 6}$ | $\mathbf{4 5 4 . 3}$ |

Raw materials, consumables and supplies primarily comprised fuel and lubricant oil inventories, which increased from EUR 420.8 million in the previous year to EUR 486.6 million. Expenses of EUR 2,578.1 million for fuels were recognised in the reporting period (prior year period: EUR 2,253.9 million). Impairments for fuel inventories in the amount of EUR 4.3 million were also recognised in the financial year (prior year period: EUR 11.2 million). As in the previous year, there were no reversals of impairments.

Emission certificate stocks include EU allowances totalling EUR 132.5 million (previous year: EUR 22.8 million). Expenses of EUR 84.4 million were recognised for emission certificate stocks for the first time in the reporting period (prior year period: EUR 0.0 million).

# (17) Cash and cash equivalents

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :-- | --: | --: |
| Cash on hand, cheques, demand deposits and overnights | 665.3 | 670.3 |
| Reverse repo transactions | $2,603.5$ | $2,920.3$ |
| Money market funds | $1,428.3$ | 979.5 |
| Term deposits with up to 3-month-term | 783.4 | $1,239.7$ |
| Total | $\mathbf{5 , 4 8 0 . 6}$ | $\mathbf{5 , 8 0 9 . 8}$ |

Due to local restrictions, the Hapag-Lloyd Group has limited access to cash and cash equivalents of EUR 24.0 million (31 December 2023: EUR 85.2 million) at individual subsidiaries. These funds are not readily available to Hapag-Lloyd AG or its other subsidiaries for general use.

Demand deposits include an amount of EUR 11.2 million (31 December 2023: EUR 10.9 million) subject to usage restrictions arising from contractual agreements with third parties. Although this amount can be called up from the bank at any time without penalty, Hapag-Lloyd is obliged by contractual obligations to keep a total sum of EUR 11.2 million in certain demand deposits as collateral for the lending banks.

The development of cash and cash equivalents is set out in the Group management report, and specifically in the section on the Group's financial position.

## (18) Subscribed capital and capital reserves

As at 31 December 2024, Hapag-Lloyd AG's subscribed capital was divided into 175.8 million no-par registered shares with equal rights, as in the previous year. As in the previous year, each individual share represents EUR 1.00 of the share capital.

## Authorised capital

The Executive Board is authorised, subject to the approval of the Supervisory Board, to increase the share capital once or several times by up to EUR 6 million in total in the period to 2 May 2028 by issuing up to six million new no-par registered shares in exchange for cash and/or non-cash contributions (Authorised Share Capital 2023). The shareholders must generally be granted subscription rights. The new shares can also be taken up by one or more banks, with the obligation to offer them to the shareholders for subscription. Subject to the approval of the Supervisory Board, the Executive Board is authorised, subject to certain conditions, to determine the further details of the capital increase, including the further content of the share rights and the condition of the share issue.

The Authorised Share Capital amounted to EUR 6 million as at 31 December 2024.

# (19) Retained earnings

Retained earnings essentially comprise earnings from the financial year and previous years as well as reclassifications from the capital reserves.

Dividend distribution 2024
On 6 May 2024, a dividend of EUR 9.25 (previous year: EUR 63.00) per dividend-eligible individual share was paid out to the shareholders of Hapag-Lloyd AG, amounting to a total payment of EUR 1,625.8 million (previous year: EUR 11,072.9 million).

## Use of retained earnings

In accordance with the German Stock Corporation Act (AktG), the Annual General Meeting passes resolutions regarding use of the retained earnings reported in the annual financial statements of Hapag-Lloyd AG prepared according to the German Commercial Code. Taking into account the profit of EUR 11,319.8 million carried forward from 2023 and an annual net profit of EUR 2,551.3 million, the annual financial statements of Hapag-Lloyd AG reported retained earnings of EUR 13,871.1 million. A proposal will be made at the Annual General Meeting that the retained earnings be used to pay a dividend of EUR 8.20 per dividend-eligible share and after the distribution in the total amount of EUR 1,441.2 million the remaining profit of EUR 12,429.9 million be carried forward to the subsequent year.

## (20) Cumulative other equity

Cumulative other equity includes the reserve for remeasurement from defined benefit pension plans, the cash flow hedge reserve, the reserve for cost of hedging, the reserve for the development of financial assets at the corresponding fair value and the translation reserve.

The reserve for remeasurements from defined benefit pension plans (31 December 2024: EUR -40.8 million; 31 December 2023: EUR -52.3 million) contains gains and losses from the remeasurement of pension obligations and plan assets recognised cumulatively in other comprehensive income, among other things due to the change in actuarial and financial parameters in connection with the valuation of pension obligations and the associated fund assets. The effect from the remeasurement of pension obligations and the associated plan assets recognised in other comprehensive income in the 2024 financial year resulted in a decrease of EUR 11.5 million in the negative reserve (prior year period: EUR -18.6 million).

The reserve for cash flow hedges contains changes in the cash component of currency forward contracts and changes in the market value of interest rate swaps that are recognised in other comprehensive income and amounted to EUR 9.1 million as at 31 December 2024 (31 December 2023: EUR 21.8 million). In the 2024 financial year, the resulting gains and losses totalling EUR -24.0 million were recognised in other comprehensive income as an effective part of the hedging relationship (prior year period: EUR 15.7 million), while gains and losses of EUR 10.4 million (prior year period: EUR -31.8 million) were reclassified and recognised through profit or loss.

The reserve for cost of hedging comprises changes in the forward component of currency forward contracts recognised in other comprehensive income and amounts to EUR 3.9 million as at 31 December 2024 (31 December 2023: EUR 3.3 million). In the 2024 financial year, the resulting gains and losses totalling EUR -3.7 million were recognised in other comprehensive income (prior year period: EUR -3.2 million), while gains and losses of EUR 4.1 million (prior year period: EUR 5.1 million) were reclassified and recognised through profit or loss.

The reserve for the development of financial assets at fair value contains changes in special fund instruments that are recognised in other comprehensive income and amounted to EUR 4.0 million as at 31 December 2024 (31 December 2023: EUR 5.3 million). The effect recognised in other comprehensive income in the 2024 financial year is EUR -1.3 million (prior year period: EUR 5.3 million).

The currency translation reserve of EUR 1,800.5 million (31 December 2023*:EUR 593.7 million) includes differences from currency translation. The differences from currency translation of EUR 1,211.1 million recognised in other comprehensive income in the 2024 financial year (prior year period*: EUR $-1,033.4$ million) were due to the translation of the financial statements of Hapag-Lloyd AG and its subsidiaries into the reporting currency. Currency translation differences are recognised in the statement of comprehensive income under the items that are not reclassified and recognised through profit or loss, because the currency translation effects of subsidiaries with the same functional currency as the parent company cannot be recycled.

# (21) Non-controlling interests

The non-controlling interests within the Hapag-Lloyd Group are not material from a quantitative or qualitative perspective. There were no material changes in non-controlling interests in the 2024 financial year.

## (22) Provisions for pensions and similar obligations

## Defined benefit pension plans

Hapag-Lloyd AG maintains domestic and foreign defined benefit pension plans.

Hapag-Lloyd Aktiengesellschaft has a company pension scheme for its land and sea-based employees as part of its existing pension scheme. It is a defined contribution pension scheme with a defined contribution payment. The pensions scheme contains entitlements to retirement, reduced earning capacity and survivors benefits.

Benefits are essentially calculated on the basis of a basic amount, which is measured according to pensionable earnings. Furthermore, employees have the option of paying additional monthly contributions, which are taken into account with an additional employer contribution. Employee contributions can also be paid from variable remuneration.

With the allocation of the first contribution, a pension account exists for each employee, in which the pension assets are kept. The pension assets are the result of contributions invested within the scope of a capital investment and the resulting positive or negative performance. The capital investment is made according to the company's specifications. The allocated contributions are invested no later than the last day of the following month in accordance with a capital investment concept defined by the company. Hapag-Lloyd grants a nominal contribution guarantee, i. e. that at least the sum of the total pension contributions allocated to the pension account up to the occurrence of the benefit event is available at the time of maturity.

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
*Adjustments in the measurement period" in the notes of the consolidated financial statements.

The outstanding pension benefits are secured both by the Pensions-Sicherungs-Verein and by means of a Contractual Trust Agreement between Hapag-Lloyd and a trustee to the extent of the fund's existing assets. In the management trust, the paid-in contributions are managed in trust and invested by the external asset manager in accordance with the investment concept and existing guidelines.

Furthermore, there are individually agreed pension commitments with entitlements to pension, survivorship annuity and disability benefits, the amount of which is specified in the corresponding agreements. A small number of people also have the option of forgoing their bonuses in favour of a company pension.

Pension commitments are provided to former Executive Board members based on a separate defined benefit plan. These also include entitlements to pension, survivorship annuity and disability benefits, the amount of which is based on an individually specified percentage of the pensionable emoluments. In some cases, they are also secured by plan assets in the form of reinsurance policies. With one exception, serving Executive Board members do not receive any commitments for a company defined-benefit pension. For one Executive Board member, there is a commitment for pension, survivorship annuity and disability benefits, the amount of which is determined by a fixed amount. Retirement benefits are paid out in the form of monthly pension payments.

Foreign defined benefit pension plans primarily relate to plans in the United Kingdom, the Netherlands and Mexico. These likewise include entitlements to pension, survivorship annuity and disability benefits. The amount of the benefits corresponds to a defined percentage together with the eligible years of service and emoluments. The net income generated from the amounts paid in is also taken into account. Plan assets exist for these plans. Contributions to the foreign plans are paid by Hapag-Lloyd and its employees. In Mexico, the contributions are paid solely by the employer. Benefits abroad are usually paid out in the form of monthly pension payments. However, in Mexico employees have the option of choosing between ongoing pension payments and one-time payments. The additional employee benefits mainly comprise statutory claims for employee termination benefits.

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

Financing status of the pension plans

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :--: | :--: | :--: |
| Domestic defined benefit obligations | | |
| Net present value of defined benefit obligations | 220.6 | 213.8 |
| Less fair value of plan assets | 22.2 | 12.0 |
| Deficit (net liabilities) | 198.4 | 201.8 |
| Foreign defined benefit obligations | | |
| Net present value of defined benefit obligations | 157.8 | 160.2 |
| Less fair value of plan assets | 112.0 | 109.6 |
| Deficit (net liabilities) | 45.9 | 50.6 |
| Total | 244.3 | 252.4 |

Composition and management of plan assets
The Group's plan assets are as follows:

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :--: | :--: | :--: |
| Equity instruments | | |
| with quoted market price in an active market | 36.5 | 25.1 |
| without quoted market price in an active market | 1.0 | 1.1 |
| Government bonds | | |
| with quoted market price in an active market | 30.1 | 25.3 |
| Corporate bonds | | |
| with quoted market price in an active market | 4.3 | 6.3 |
| Other debt instruments | | |
| (other) asset-backed securities | | |
| with quoted market price in an active market | 0.6 | 0.6 |
| Derivatives | | |
| with quoted market price in an active market | 15.6 | 19.7 |
| without quoted market price in an active market | 5.5 | 5.3 |
| Pension plan reinsurance | 8.2 | 8.4 |
| Real estate | 0.9 | 0.8 |
| Cash and cash equivalents | 8.1 | 8.0 |
| Other | 23.3 | 21.0 |
| Fair value of plan assets | 134.1 | 121.6 |

The plan assets have been entrusted to independent external financial service providers for investment and management. The plan assets contain neither the Group's own financial instruments nor real estate used by the Group itself. All bonds in the plan assets had a rating of at least AA as at the reporting date.

Committees (trustees) exist in the United Kingdom and Mexico to manage the foreign plan assets; these consist of plan participants and representatives of Hapag-Lloyd management.

When plan assets are invested in these countries, legally independent financial service providers are called in to provide advice and support. They make a capital investment proposal to the respective committee, complete with risk and success scenarios. The committee is then responsible for taking the investment decision in close consultation with Hapag-Lloyd AG; their decisions tally with their respective investment strategy. The investment strategy first and foremost focuses on reducing the interest rate risk and on safeguarding liquidity and optimising returns. To this end, the anticipated pension payments, which will be incurred in a specific time frame, are aligned with the maturity of the capital investments. In the case of maturities from eight to 12 years, low-risk investment forms are chosen, e.g. fixed-interest or index-linked government and corporate bonds. For any other obligations falling due, investments are made in forms with a higher risk, but which have a greater expected return.

In the Netherlands, an independent financial service provider is responsible both for managing the plan assets and for deciding how to invest them.

The financing conditions in the United Kingdom are set by the regulatory body for pensions together with the corresponding laws and regulations. Accordingly, a valuation is carried out in line with local regulations every three years, which usually leads to a greater obligation compared to measurement pursuant to IAS 19. Based on the most recent technical valuation, the defined benefit plan in the United Kingdom has a financing deficit. The Company and trustees have agreed on a plan to reduce the deficit, which includes additional annual payments for a limited period.

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

| million EUR | 2024 | 2023 |
| :--: | :--: | :--: |
| Net present value of defined benefit obligations as at 1.1. | 374.0 | 334.3 |
| Current service cost | 17.2 | 13.4 |
| Interest expenses | 14.3 | 13.9 |
| Remeasurements: | | |
| Gains (-)/losses (+) from changes in demographic assumptions | $-0.2$ | $-1.4$ |
| Gains (-)/losses (+) from changes in financial assumptions | $-9.4$ | 15.0 |
| Gains (-)/losses (+) from changes due to experience | $-1.4$ | 1.4 |
| Past service cost | 0.1 | 0.1 |
| Contributions by plan participants | 0.3 | 0.5 |
| Benefits paid | $-16.9$ | $-14.6$ |
| Exchange rate differences | 0.5 | 1.9 |
| Additions from change in the group of consolidated companies | $-0.2$ | 9.6 |
| Net present value of defined benefit obligations as at 31.12. | 378.4 | 374.0 |

The weighted average maturity of defined benefit obligations was 14.4 years as at 31 December 2024 (previous year: 15.3 years).

Development of the fair value of the plan assets
The fair value of the plan assets has developed as follows:

| million EUR | 2034 | 2023 |
| :-- | --: | --: |
| Fair value of plan assets as at 1.1. | $\mathbf{1 2 1 . 6}$ | $\mathbf{1 1 8 . 9}$ |
| Interest income | 5.3 | 5.7 |
| Return and losses on plan assets (excluding interest income) | 1.4 | -4.8 |
| Employer contributions | 10.7 | 4.9 |
| Contributions by plan participants | 0.1 | 0.1 |
| Benefits paid | -6.7 | -5.6 |
| Exchange rate differences | 1.7 | 2.3 |
| Additions from change in the group of consolidated companies | 0.0 | 0.1 |
| Fair value of plan assets as at 31.12. | $\mathbf{1 3 4 . 1}$ | $\mathbf{1 2 1 . 6}$ |

# Net pension expenses

Net pension expenses reported in the income statement for the period are as follows:

| million EUR | 1.1. -31.12.2024 | 1.1. -31.12.2023 |
| :-- | --: | --: |
| Current service cost | 17.2 | 13.4 |
| Interest expenses | 14.3 | 13.9 |
| Interest income | -5.3 | -5.7 |
| Past service cost | 0.1 | 0.1 |
| Net pension expenses | $\mathbf{2 6 . 3}$ | $\mathbf{2 1 . 8}$ |

The expenses incurred in connection with pensions and similar obligations are contained in the following items in the consolidated income statement:

| million EUR | 1.1. -31.12.2024 | 1.1. -31.12.2023 |
| :-- | --: | --: |
| Personnel expenses | 17.3 | 13.5 |
| Interest expenses | 9.0 | 8.2 |
| Total | $\mathbf{2 6 . 3}$ | $\mathbf{2 1 . 8}$ |

## Actuarial assumptions

The valuation date for pension provisions and plan assets is generally 31 December. The measurement date for current net pension expenses is generally 1 January. The parameters established for the calculation of the pension provisions and the interest rate to determine interest income on plan assets to be reported in the consolidated income statement vary in accordance with the prevailing market conditions in the currency region in which the pension plan was set up.

The 2018 G mortality tables devised by Heubeck served as the demographic basis for calculating the domestic pension provisions. The following significant financial and actuarial assumptions were also used:

| percentage points | 2024 | 2023 |
| :-- | --: | --: |
| Discount factors | 3.40 | 3.20 |
| Expected rate of pension increases | 2.20 | 2.20 |

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

| percentage points | 2024 | 2023 |
| :-- | --: | --: |
| Discount factors for pension obligations | | |
| United Kingdom | 5.45 | 5.20 |
| Netherlands | 3.40 | 3.20 |
| Mexico | 10.49 | 9.68 |
| Expected rate of pension increases | | |
| United Kingdom | 2.78 | 2.74 |
| Netherlands | 2.20 | 2.20 |
| Mexico | 3.50 | 3.50 |

The discount factors for the pension plans are determined annually on the basis of first-rate corporate bonds with maturities and values matching those of the pension payments. An index based on corporate bonds with relatively short terms is used for this purpose. The resultant interest rate structure is extrapolated on the basis of the yield curves for almost risk-free bonds, taking account of an appropriate risk premium, and the discounting rate is determined in accordance with the duration of the obligation.

# Remeasurements

Remeasurements from defined benefit pension plans recognised in other comprehensive income amounted to EUR 12.6 million before tax as at 31 December 2024 for the 2024 financial year (previous year: EUR -20.4 million) and can be broken down as follows:

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :-- | --: | --: |
| Actuarial gains (+)/losses (-) from | | |
| Changes in demographic assumptions | 0.2 | 1.4 |
| Changes in financial assumptions | 9.4 | -15.0 |
| Changes from experience | 1.4 | -1.4 |
| Return on plan assets (excluding interest income) | 1.4 | -4.8 |
| Exchange rate differences | 0.2 | -0.7 |
| Remeasurements | $\mathbf{1 2 . 6}$ | $\mathbf{- 2 0 . 4}$ |

The cumulative amount of remeasurements recognised in other comprehensive income after taxes totalled EUR 11.5 million as at 31 December 2024 (previous year: EUR -52.3 million).

Future contribution and pension payments
For 2025, the Group is planning to make contributions to pension plan assets amounting to EUR 9.2 million (previous year: EUR 7.9 million). Payments for unfunded pension plans, including employee termination costs, are anticipated in the amount of EUR 3.8 million in 2025 (previous year: EUR 3.1 million).

# Sensitivity analyses

An increase or decrease in the significant actuarial assumptions would have the following effects on the present value of pension provisions as at 31 December 2024:

| | $\Delta$ Present value | $\Delta$ Present value |
| :-- | --: | --: |
| million EUR | $\mathbf{3 1 . 1 2 . 2 0 2 4}$ | 31.12 .2023 |
| Discount factor 0.8\% points higher | -36.9 | -39.5 |
| Discount factor 0.8\% points lower | 44.8 | 48.1 |
| Expected rate of pension increase 0.2\% higher | 6.1 | 6.6 |
| Expected rate of pension increase 0.2\% lower | -5.9 | -6.3 |
| Life expectancy 1 year longer | 10.0 | 10.6 |

The sensitivity calculations are based on the average maturity of pension provisions determined as at 31 December 2024. In order to present the effects on the present value of pension provisions as at 31 December 2024 separately, the calculations for the key actuarial parameters were performed individually. Correlations between the effects and valuation assumptions were not considered either. Given that sensitivity analyses are based on the average duration of the anticipated pension provisions and, as a result, the expected payout date is not considered, they only provide approximate information and indications of trends.

## Defined contribution pension plans

At Hapag-Lloyd, the expenses for defined contribution pension plans relate predominantly to the contributions to the statutory retirement pension system. In the period from 1 January to 31 December 2024, expenses incurred in connection with defined contribution plans totalled EUR 72.1 million (previous year: EUR 53.3 million).

Hapag-Lloyd has two defined contribution pension plans operated by multiple employers. Specifically, these plans are a retirement- and healthcare plan for the USA and the Merchant Navy Officer's Pension Fund (MNOPF), which is registered in the United Kingdom and was set up for officers of the British Merchant Navy around the world.

As the joint plans do not provide sufficient information regarding the development of the entitlement of employees of the Group or the Group's share in the plan assets, these plans have been recognised as contribution plans since then.

The two pension plans operated by multiple employers are not significant for the Hapag-Lloyd Group in either quantitative or qualitative terms.

# (23) Other long-term employee benefits

## Executive Board members

The long-term variable remuneration paid to Executive Board members (i. e. "2020 LTIP ESG" and "2023 LTIP") is recognised according to the rules set out in IAS 19 and constitutes "other long-term employee benefits".

## LTIP 2020 ESG

With effect from 1 January 2022, the 2020 LTIP was amended for future tranches such that an additional objective covering the environment, social responsibility and governance (ESG) would also be taken into account ("2020 LTIP ESG").

As part of the 2020 LTIP ESG, the annual amount allocated is split up, with 40\% being linked to a retention component, $40 \%$ linked to a performance component and 20\% linked to an ESG component. The vesting period remains three years. The payment amount for the relevant components after three years is calculated by multiplying the proportionate allocation amount by the respective target achievement. As a rule, the target achievement for the retention component is calculated using the three-year average of the Group's EBITDA in the vesting period (for the 2021 tranche: 2021 to 2023) compared to the Group's EBITDA in the reference period (for the 2021 tranche: 2018 to 2020). The target achievement for the retention component was capped at $150 \%$ and has a minimum value of $0 \%$. The target achievement for the performance component is calculated in the same way as outlined above and adjusted upwards or downwards based on the three-year average of the ROIC in the vesting period using a defined matrix. The target achievement for the performance component is likewise capped at 150\% and has a minimum value of $0 \%$. The target achievement for the ESG component is determined using an ESG performance criterion set centrally. This benchmark represents the average efficiency ratio (AER), which is used to measure the carbon footprint of the Group's fleet. For this purpose, the Supervisory Board sets a value based on HLAG's sustainability-linked bond framework - a value that corresponds to a target achievement of 100\% - and sets a concrete target achievement curve. The payment amounts for the three components are limited to 150\% of the individual allocation amount.

If an Executive Board member steps down from their position without cause, if their employment contract is extraordinarily terminated by Hapag-Lloyd for cause pursuant to Section 626 of the German Civil Code (BGB) ("bad leaver"), or if an Executive Board member's contract of employment runs for a period of 12 months or less, the performance, retention and ESG components are all forfeited in full. In all other cases, the performance, retention and ESG components all lapse only if the contract of employment comes to an end in the year of the award. In this situation, they lapse proportionally on the basis of the portion of the full financial year represented by the period between the end of the contract of employment and the end of the financial year. This proportionate lapse in benefits does not apply if the fact the contract of employment comes to an end during the financial year has already been taken account of in the amount to be awarded. Provided the performance, retention and ESG components do not lapse, the original three-year vesting period remains in place.

LTIP 2023
With effect from 1 January 2023, the 2020 LTIP ESG was amended for future tranches such that the components EBIT, EBITDA and return on invested capital (ROIC) as well as an objective covering the environment, social responsibility and governance (ESG) would also be relevant ("LTIP 2023").

As part of the 2023 LTIP, the annual amount allocated is split up, with $25 \%$ being linked to an EBIT component, 25\% linked to an ROIC component, 25\% linked to an EBITDA component and $25 \%$ linked to an ESG component. The vesting period remains three years.

The payment amount for the relevant components after three years is calculated by adding up the payment amounts of the individual components. As a rule, the target achievement for the EBIT component is calculated using the three-year average of the Group's EBIT in the vesting period (for the 2024 tranche: 2024 to 2026) compared to the arithmetic average of the correspondingly calculated EBIT margin of suitable peer group companies whose activities are focused on maritime shipping within the transport and logistics sector. The target achievement for this component is capped at 200\% and has a minimum value of $0 \%$. The payment amount from the EBIT component is determined by multiplying the percentage of the target achievement as calculated above by the $25 \%$ of the allocation amount pertaining to the EBIT component. As a rule, the target achievement for the ROIC component is calculated using the three-year average of the Group's ROIC in the vesting period (for the 2024 tranche: 2024 to 2026) and is adjusted upwards or downwards based on a defined matrix. The target achievement for this component is likewise capped at 200\% and has a minimum value of 0\%. The payment amount for the ROIC component after three years is calculated by multiplying 25\% of the allocation amount by the target achievement as outlined above. The target achievement for the EBITDA component is calculated using the three-year average of the Group's EBITDA (performance EBITDA) in the vesting period (for the 2024 tranche: 2024 to 2026). The payment amount is calculated by multiplying the Group's EBITDA actually achieved in the vesting period by a sharing factor. This sharing factor is determined based on the target value for the performance EBITDA which has a minimum value of EUR 0.00 and is capped at 200\% of the EBITDA target value. The EBITDA target value since the 2023 financial year and until further notice is EUR 1,950,000,000.00. The sharing factor is the percentage of this EBITDA target value that corresponds to the allocation amount pertaining to the EBITDA component and is calculated based on values set by the Supervisory Board. The target achievement for the ESG component is determined using an ESG performance criterion set centrally. This benchmark represents the average efficiency ratio (AER), which is used to measure the carbon footprint of the Group's fleet. For this purpose, the Supervisory Board sets a value based on HLAG's sustainability-linked bond framework - a value that corresponds to a target achievement of 100\% - and sets a concrete target achievement curve. The payment amounts for the three components are limited to 200\% of the individual allocation amount. The payment amount for the ESG component after three years is calculated by multiplying $25 \%$ of the allocation amount by the target achievement as outlined above.

The payment amount calculated on this basis falls due on 30 April of the year following the end of the vesting period and is payable as a gross amount.

Similarly to the provisions of the 2020 LTIP ESG, if an Executive Board member steps down from their position without cause, if their employment contract is extraordinarily terminated by Hapag-Lloyd for cause pursuant to Section 626 of the German Civil Code (BGB) ("bad leaver"), or if an Executive Board member's contract of employment runs for a period of 12 months or less, the EBIT, ROIC, EBITDA and ESG components are all forfeited in full. In all other cases, the EBIT, ROIC, EBITDA and ESG components all lapse only if the contract of employment comes to an end in the year of the award. In this situation, they lapse proportionally on the basis of the portion of the full financial year represented by the period between the end of the contract of employment and the end of the financial year. This proportionate lapse in benefits does not apply if the fact the contract of employment comes to an end during the financial year has already been taken account of in the amount to be awarded. Provided the EBIT, ROIC, EBITDA and ESG components do not lapse, the original three-year vesting period remains in place.

# Upper management levels

The long-term variable remuneration paid to upper management levels was established with effect from 1 January 2020 as part of the 2020 long-term incentive plan ("2020 LTIP"). The material provisions regarding the altered procedure for awarding long-term variable remuneration to staff at upper management levels are in line with the provisions regarding the payment of long-term variable remuneration to the members of the Executive Board, although the alterations made in the 2022 financial year ("2020 LTIP ESG") were not adopted. In the 2023 financial year, a further agreement was again entered into which again essentially corresponds to the remuneration of the Executive Board ("2023 LTIP"). This agreement is valid until further notice for the 2024 financial year and for the following financial years. The long-term variable remuneration paid to staff at upper management levels is recognised in accordance with the regulations of IAS 19 in Note (24) Other provisions.

# (24) Other provisions

Other provisions developed as follows in the financial year and previous year:

| million EUR | As per <br> 1.1.2023 | Addition from business combination | Utilisation | Release | Addition | Exchange rate differences | As per 31.12.2023 |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Risks from pending transactions | 328.7 | 1.0 | 317.4 | 0.4 | 308.6 | $-11.7$ | 308.7 |
| Personnel costs | 250.8 | 7.6 | 164.7 | 17.5 | 237.5 | $-5.2$ | 308.4 |
| Guarantee, warranty and liability risks | 146.8 | - | 37.6 | 11.5 | 39.6 | $-5.1$ | 132.2 |
| Provisions for other taxes | 17.0 | - | 4.8 | 0.3 | 11.5 | $-0.8$ | 22.7 |
| Restructuring | 10.6 | - | 4.3 | 3.2 | 9.8 | $-0.2$ | 12.7 |
| Insurance premiums | 20.4 | 3.9 | 10.0 | 2.8 | 1.0 | $-0.5$ | 12.0 |
| Other provisions | 271.3 | 0.3 | 40.0 | 5.6 | 182.4 | $-17.3$ | 391.0 |
| Other provisions | 1,045.6 | 12.7 | 578.8 | 41.3 | 790.3 | $-40.8$ | 1,187.8 |

| million EUR | As per <br> 1.1.2024 | Utilisation | Release | Addition | Exchange rate differences | As per 31.12.2024 |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| Personnel costs | 308.4 | 215.1 | 19.5 | 242.4 | 9.7 | 325.9 |
| Risks from pending transactions | 308.7 | 309.4 | 2.6 | 302.6 | 19.9 | 319.2 |
| Guarantee, warranty and liability risks | 132.2 | 30.5 | - | 56.6 | 9.7 | 167.9 |
| Insurance premiums | 22.7 | 6.7 | 3.2 | 6.3 | 1.3 | 20.5 |
| Provisions for other taxes | 12.0 | 1.3 | 1.1 | 0.5 | 0.7 | 10.8 |
| Restructuring | 12.7 | 2.6 | 6.2 | 4.8 | 0.8 | 9.5 |
| Other provisions | 391.0 | 34.1 | 21.4 | 332.8 | 19.2 | 687.5 |
| Other provisions | 1,187.8 | 599.6 | 54.0 | 946.0 | 61.3 | 1,541.4 |

The risks from pending transactions primarily relate to existing performance obligations in connection with transport orders for unfinished voyages.

Provisions for personnel costs comprise provisions for bonuses not yet paid, leave not yet taken, severance compensation, anniversary payments and share-based payment agreements which are part of the Executive Board's variable remuneration. Details of the long-term incentive plans are outlined in Note (23). Provisions for insurance premiums include outstanding premiums for general and business insurance policies entered into with insurers outside the Group.

Provisions for guarantee, warranty and liability risks relate primarily to maintenance obligations in connection with leased containers and to obligations to compensate for uninsured damage to cargo. Other assets were capitalised for associated, virtually secure recourse claims against insurance agencies with an amount of EUR 63.9 million (previous year: EUR 38.2 million).

Miscellaneous provisions comprise items that cannot be allocated to any of the items already mentioned and include in particular provisions for legal risks resulting from country-specific risks.

The maturities of the other provisions are as follows:

| | 31.12.2024 | | | | 31.12.2023 | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Remaining terms | | | | Remaining terms | | | |
| million EUR | Total | $\begin{gathered} \text { up to } \\ 1 \text { year } \end{gathered}$ | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ | more than <br> 5 years | Total | up to <br> 1 year | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ | more than 5 years |
| Personnel costs | 325.9 | 290.8 | 24.5 | 10.6 | 308.4 | 279.2 | 21.3 | 7.9 |
| Risks from pending transactions | 319.2 | 319.1 | 0.1 | - | 308.7 | 307.2 | 1.5 | - |
| Guarantee, warranty and liability risks | 167.9 | 100.4 | 65.4 | 2.1 | 132.2 | 87.3 | 43.9 | 1.0 |
| Insurance premiums | 20.5 | 20.5 | - | - | 22.7 | 22.7 | - | - |
| Provisions for other taxes | 10.8 | 7.4 | - | 3.4 | 12.0 | 8.1 | - | 3.9 |
| Restructuring | 9.5 | 9.5 | - | - | 12.7 | 12.7 | - | - |
| Other Provisions | 687.5 | 650.2 | 34.5 | 2.8 | 391.0 | 384.0 | 4.8 | 2.3 |
| Other Provisions | 1,541.4 | 1,397.8 | 124.6 | 19.0 | 1,187.8 | 1,101.2 | 71.4 | 15.2 |

(25) Financial debt and service concession liabilities liabilities

| | 31.12.2024 | | | 31.12.2023 | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Remaining terms | | | | Remaining terms | | |
| | Total | up to <br> 1 year | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ | more than 5 years | Total | up to <br> 1 year | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ | more than 5 years |
| Financial debt | 2,851.5 | 480.8 | 1,599.2 | 771.6 | 2,770.1 | 451.2 | 1,834.8 | 484.0 |
| Liabilities to financial institutions ${ }^{1}$ | 1,519.6 | 363.6 | 895.3 | 260.7 | 1,672.1 | 342.2 | 1,116.9 | 213.0 |
| Bonds | 301.1 | 1.6 | 299.6 | - | 301.1 | 1.5 | 299.6 | - |
| Other financial debt | 1,030.8 | 115.6 | 404.3 | 510.9 | 797.0 | 107.5 | 418.4 | 271.0 |
| Lease and service concession liabilities | 3,756.7 | 1,040.8 | 1,985.7 | 730.2 | 2,293.7 | 804.5 | 1,104.4 | 384.8 |
| Total | 6,608.2 | 1,521.6 | 3,584.9 | 1,501.8 | 5,063.8 | 1,255.8 | 2,939.2 | 868.8 |

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

Financial debt by currency exposure

| million EUR | 31.12 .2024 | 31.12 .2023 |
| :-- | --: | --: |
| Denoted in USD (excl. transaction costs) | $6,121.6$ | $4,581.4$ |
| Denoted in EUR (excl. transaction costs) | 400.9 | 406.2 |
| Denoted in other currencies (excl. transaction costs) | 101.7 | 92.2 |
| Interest liabilities | 20.1 | 19.5 |
| Transaction costs | -36.1 | -35.5 |
| Total | $\mathbf{6 , 6 0 8 . 2}$ | $\mathbf{5 , 0 6 3 . 8}$ |

Financial debt includes liabilities to financial institutions, bonds and other financial debt.

# Liabilities to financial institutions and other financial debt

Liabilities to financial institutions and other financial debt primarily comprise loans and sale and leaseback agreements that are accounted for as loans to finance the fleet of vessels and containers.

Significant elements of the liabilities to financial institutions are collateralised with vessel mortgages. Additional collateral includes mortgages associated with the Ballindamm premises.

The weighted average nominal interest rate on financial debt is $5.3 \%$ (previous year: $5.4 \%$ ).

There are also liabilities in the form of Chinese leases (sale-and leaseback transactions). These are set up by leasing companies without the direct involvement of financial institutions and, therefore, fall into the category of other financial liabilities. In the 2024 financial year, construction instalments of EUR 273.1 million (previous year: EUR 90.1 million) were drawn down under existing financing commitments in the form of Chinese leases. There are also other lease financing arrangements, which are also recognised in liabilities to financial institutions. As at the reporting date, liabilities to financial institutions totalling EUR 771.2 million (31 December 2023: EUR 881.2 million) and other financial liabilities totalling EUR 1,025.1 million (31 December 2023: EUR 788.8 million) resulted from sale and leaseback transactions.

## Bonds

In 2021, Hapag-Lloyd issued a sustainability-linked euro bond with a total volume of EUR 300.0 million. The bond has a maturity of seven years and a coupon of $2.5 \%$, which would increase by 0.25 percentage points from 15 October 2025 if the sustainability performance targets are not met. The proceeds of the issue were used for the early redemption of Hapag-Lloyd's existing 5.125\%-euro bond, which had an original maturity in 2024.

## Lease liabilities

Details of lease liabilities within the Hapag-Lloyd Group are given in Note (31) Leases.

Credit facilities
The Hapag-Lloyd Group had total unused credit lines of EUR 697.6 million as at 31 December 2024 (31 December 2023: EUR 654.5 million).

Reconciliation of the changes in debt with the cash flow from financing activities

| million EUR | Financial debt | | | Lease liabilities | Liabilities (+)/assets (-) from derivative financial instruments in hedge accounting | | Total (adjusted) * |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Liabilities to financial institutions | Bonds | Other financial liabilities | | Forward exchange contracts | Interest rate swaps | |
| As at 1.1.2023 | 1,604.6 | 300.9 | 871.3 | 2,660.1 | 34.9 | $-40.3$ | 5,431.5 |
| Changes of liabilities from financing cash flows | | | | | | | |
| Payments received from raising financial debt | 393.8 | - | 91.0 | - | - | - | 484.8 |
| Payments made for redemption of financial debt | $-338.2$ | - | $-136.1$ | - | - | - | $-474.3$ |
| Payments made for redemption of lease liabilities | - | - | - | $-1,026.5$ | - | - | $-1,026.5$ |
| Payments received (+)/ made (-) from hedges for financial debt | - | - | - | - | 109.7 | 49.5 | 159.2 |
| Payments made for interest and fees | $-59.7$ | $-7.5$ | $-56.9$ | $-107.5$ | - | - | $-231.6$ |
| Total cash-effective changes of liabilities from financing cash flows | $-4.1$ | $-7.5$ | $-102.1$ | $-1,134.0$ | 109.7 | 49.5 | $-1,088.4$ |
| Changes arising from obtaining or losing control of subsidiaries or other business | 71.0 | - | 21.4 | 11.9 | - | $-0.7$ | 103.6 |
| Effect of changes in exchange rates | $-57.4$ | - | $-38.4$ | $-86.9$ | $-0.5$ | 0.8 | $-182.4$ |
| Changes in fair value | - | - | - | - | $-143.9$ | $-9.7$ | $-153.6$ |
| Other changes ${ }^{1}$ | 58.0 | 7.7 | 44.7 | 842.6 | - | - | 953.0 |
| As at 31.12.2023 (adjusted) * | 1,672.1 | 301.1 | 796.9 | 2,293.7 | 0.2 | $-0.4$ | 5,063.7 |

[^0]
[^0]: 1 The other changes to lease liabilities can be attributed primarily to current income from IFRS 16 amounting to EUR 1,453.2 million as well as changes in the group of consolidated companies.

* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

| million EUR | Financial debt | | | Lease liabilities | Liabilities (+)/assets (-) from derivative financial instruments in hedge accounting | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Liabilities to financial institutions | Bonds | Other financial liabilities | | Forward exchange contracts | Interest rate swaps | Total |
| As at 1.1.2024 (adjusted) * | 1,672.1 | 301.1 | 796.9 | 2,293.7 | 0.2 | $-0.4$ | 5,063.7 |
| Changes of liabilities from financing cash flows | | | | | | | |
| Payments received from raising financial debt | 133.1 | - | 273.1 | - | - | - | 406.2 |
| Payments made for redemption of financial debt | $-386.7$ | - | $-100.4$ | - | - | - | $-487.1$ |
| Payments made for redemption of lease liabilities | - | - | - | $-1,036.4$ | - | - | $-1,036.4$ |
| Payments received (+)/ made (-) from hedges for financial debt | - | - | - | - | $-13.9$ | 0.5 | $-13.4$ |
| Payments made for interest and fees | $-70.9$ | $-7.6$ | $-69.0$ | $-164.3$ | - | - | $-311.8$ |
| Total cash-effective changes of liabilities from financing cash flows | $-324.5$ | $-7.6$ | 103.7 | $-1,200.7$ | $-13.9$ | 0.5 | $-1,442.5$ |
| Changes arising from obtaining or losing control of subsidiaries or other business | 3.1 | - | 2.4 | 8.1 | - | - | 13.6 |
| Effect of changes in exchange rates | 95.6 | 0.1 | 67.5 | 193.3 | 0.7 | - | 357.2 |
| Changes in fair value | - | - | - | - | 31.0 | $-0.1$ | 30.9 |
| Other changes ${ }^{1}$ | 73.3 | 7.6 | 60.2 | 2,462.3 | - | - | 2,603.4 |
| As at 31.12.2024 | 1,519.6 | 301.2 | 1,030.8 | 3,756.7 | 18.0 | - | 6,626.3 |

[^0]
[^0]: 1 The other changes to lease liabilities can be attributed primarily to current income from IFRS 16 amounting to EUR 2,298.0 million.
* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

(26) Trade accounts payable and other financial liabilities

| million EUR | 31.12.2024 | | | 31.12.2023 | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Remaining terms | | | | Remaining terms | | |
| | Total | up to <br> 1 year | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ | more than 5 years | Total | up to <br> 1 year | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ | more than 5 years |
| Trade accounts payable | 2,765.9 | 2,765.9 | - | - | 2,487.4 | 2,487.4 | 0.0 | - |
| Other financial liabilities | 206.1 | 201.4 | 4.7 | - | 211.1 | 176.0 | 28.2 | 6.9 |
| Other liabilities to employees | 13.4 | 13.4 | - | - | 7.2 | 7.2 | 0.0 | - |
| Liabilities from offsetting or overpayment | 64.4 | 64.4 | - | - | 52.8 | 52.8 | 0.0 | - |
| Sundry financial liabilities | 128.3 | 123.6 | 4.7 | - | 151.1 | 116.0 | 28.2 | 6.9 |
| Total financial liabilities | 2,972.0 | 2,967.3 | 4.7 | - | 2,698.5 | 2,663.4 | 28.2 | 6.9 |

(27) Contract and other non-financial liabilities

| million EUR | 31.12.2024 | | | 31.12.2023 | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Remaining terms | | | | Remaining terms | | |
| | Total | $\begin{gathered} \text { up to } \\ 1 \text { year } \end{gathered}$ | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ | more than 5 years | Total | $\begin{gathered} \text { up to } \\ 1 \text { year } \end{gathered}$ | $\begin{gathered} 1-5 \\ \text { years } \end{gathered}$ |
| Contract liabilities | 1,037.9 | 1,037.9 | - | - | 566.5 | 566.5 | - | - |
| Other non-financial liabilities | 71.6 | 70.4 | 1.2 | - | 51.7 | 51.2 | 0.5 | - |
| Other liabilities as part of social security | 33.2 | 33.2 | - | - | 22.3 | 22.3 | - | - |
| Other liabilities from other taxes | 33.7 | 33.7 | - | - | 28.1 | 28.1 | - | - |
| Prepaid income | 1.8 | 0.6 | 1.2 | - | 1.3 | 0.8 | 0.5 | - |
| Sundry non-financial liabilities | 2.8 | 2.8 | - | - | - | - | - | - |
| Total non-financial liabilities | 1,109.5 | 1,108.3 | 1.2 | - | 618.2 | 617.7 | 0.5 | - |

# (28) Derivative financial instruments

| million EUR | 31.12 .2024 | | 31.12 .2023 | |
| :--: | :--: | :--: | :--: | :--: |
| | Total | Remaining term more than 1 year | Total | Remaining term more than 1 year |
| Liabilities from derivative financial instruments | 19.1 | - | 10.8 | - |
| thereof derivatives in hedge accounting ${ }^{1}$ | 19.1 | - | 1.4 | - |
| thereof derivatives not included in hedge accounting | - | - | 9.4 | - |

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

Liabilities from derivative financial instruments are solely the result of currency forward contracts. A detailed description of the derivative financial instruments follows within the explanation of the financial instruments (Note (29)).

## (29) Financial instruments

## Financial risks and risk management

## Risk management principles

The Hapag-Lloyd Group's global business activity exposes it to market risks. The market risks include, in particular, currency risk, fuel price risk and interest rate risk. The objective of financial risk management is to reduce market risks. For this purpose, selected derivative financial instruments are deployed at Hapag-Lloyd AG; these are used solely as an economic hedging measure and not for trading or other speculative purposes.

In addition to market risks, the Hapag-Lloyd Group is subject to liquidity risks and default risks, which reflect the risk of the Group itself, or one of its contractual partners, being unable to meet its contractually agreed payment obligations.

The basic features of financial risk management have been established and described in a financial management guideline approved by the Executive Board. The guideline stipulates areas of responsibility, describes the framework for action and the reporting function, and establishes the strict separation of trading and handling with binding force.

The derivative financial instruments used to limit market risks are acquired only through financial institutions with first-rate creditworthiness. The hedging strategy is approved by the Executive Board of Hapag-Lloyd AG. Implementation, reporting and ongoing financial risk management are the responsibility of the Treasury department. The derivative financial instruments employed to reduce market risks are consistent with the payment dates and the relevant risks ("underlying") of the hedged items. Accordingly, the financial instruments designated as cash flow hedges serve to hedge the cash flows, and, as a result, increase financial security. Accounting for the hedging relationships leads to a reduction in the volatility reported in the consolidated income statement, as the effect of the hedged item on profit or loss is matched by the corresponding opposite change in the fair value of the hedging instrument in the same reporting periods in the same line items of the income statement.

# Market risk

Market risk is defined as the risk that the fair values or future cash flows of a primary or derivative financial instrument fluctuate as a result of underlying risk factors.

The causes of the existing market price risks to which the Hapag-Lloyd Group is exposed lie particularly in the significant cash flows in foreign currencies at the level of Hapag-Lloyd AG, fuel consumption and interest rate risks that result from external financing.

In order to portray the market risks, IFRS 7 demands sensitivity analyses that show the effects of hypothetical changes in relevant risk variables on profit or loss for the period and equity. The hypothetical changes in these risk variables relate to the respective portfolio of primary and derivative financial instruments on the balance sheet date.

The analyses of the risk reduction activities outlined below and the amounts determined using sensitivity analyses constitute hypothetical and therefore risky and uncertain information. Due to unforeseeable developments on the global financial markets, actual events may deviate substantially from the information provided.

## Currency risk

Currency risks are hedged as far as they exert a significant influence on the Hapag-Lloyd Group's cash flow. The objective of currency hedging is the fixing of cash flows based on hedging rates in order to protect against future disadvantageous fluctuations of the currency exchange rate.

The Hapag-Lloyd Group's functional currency is the US dollar. Currency risks mainly result from incoming or outgoing payments in currencies other than the US dollar and from financial debt taken on in euros. Apart from the euro, the Canadian dollar (CAD), Chinese renminbi (CNY) and Singapore dollar (SGD) are also significant currencies for the Group.

If necessary, currency hedges are conducted, while taking account of internal guidelines. The Group hedges a portion of its operating cost exposure denominated in Canadian Dollars, using currency forward contracts on a 13-week basis with the aim of limiting currency risks. The hedging quota for costs denominated in CAD is up to $80 \%$.

The repayment of euro-denominated financial debt is hedged up to as much as $100 \%$. The risks are hedged by making use of derivative financial instruments in the form of currency forward contracts and instruments that have a natural hedging effect (e.g. euro money market investments). Forward contracts used to hedge euro-denominated debt have a term to maturity of less than one year.

In order to hedge foreign currency risks arising from purchase price obligations in Indian rupees, the Group has entered into a transaction-based US dollar/Indian rupee currency forward contract (Deal Contingent Forward) with a nominal amount of INR 3.8 billion and accounted for as a cash flow hedge.

In addition, pension obligations denominated in euros are hedged in full. Currency forward contracts and euro-denominated money market deposits are also used for hedging purposes in the same way as euro-denominated financial debt.

Hapag-Lloyd only designates the spot price element of the currency forward contracts. The change in the fixed-term components is recognised within equity in the reserve for hedging costs.

An economic relationship must exist between the hedging instrument and the hedged item. This relationship is always present when the derivative compensates for the changes in the cash flows of the hedged item as a result of a change in a common risk factor, and not when it simply results from a purely statistical correlation.

Ineffectiveness in hedging relationships can arise in particular for the following reasons:

- Discrepancies in timing between the hedged item and the hedging instrument.
- Designation of currency forward contracts which already have a market value (off-market derivatives).

The following sensitivity analysis contains the Hapag-Lloyd Group's currency risks in relation to primary and derivative financial instruments. It reflects the risk that arises in the event that the US dollar as the functional currency appreciates or depreciates by 10\% against the major Group currencies (EUR, CAD, CNY) at the reporting date. The analysis is presented on the basis of a posted foreign currency exposure of USD -174.6 million as at 31 December 2024.

| million USD | 31.12.2024 | | | 31.12.2023 | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Effect on earnings | Reserve for cash flow hedges (equity) | Reserve for cost of hedging (equity) | Effect on earnings | Reserve for cash flow hedges (equity) | Reserve for cost of hedging (equity) |
| USD/EUR | | | | | | |
| $+10 \%$ | 11.7 | - | 0.2 | 11.9 | - | $-0.5$ |
| $-10 \%$ | $-11.7$ | - | $-0.2$ | $-11.9$ | - | 0.5 |
| USD/CAD | | | | | | |
| $+10 \%$ | 9.2 | 1.2 | - | $-5.5$ | 2.1 | - |
| $-10 \%$ | $-9.2$ | $-1.2$ | - | 5.5 | $-2.1$ | - |
| USD/CNY | | | | | | |
| $+10 \%$ | $-5.1$ | - | - | n.a. | n.a. | n.a. |
| $-10 \%$ | 5.1 | - | - | n.a. | n.a. | n.a. |

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

# Fuel price risk

As a result of its operating activities, the Hapag-Lloyd Group is exposed to a market price risk for the procurement of bunker fuel.

Derivative financial instruments in the form of commodity options and swaps were previously used to hedge against price fluctuations. The last of these instruments expired at the end of 2021. This means that, as in the previous year, none of these instruments were still in existence as at the balance sheet date.

The company's increased capacity for risk and the Marine Fuel Recovery (MFR) included in freight contracts led to a change in risk management strategy in 2021. Since that date, Hap-ag-Lloyd no longer concludes agreements on derivative financial instruments as a means of hedging against fuel prices. Hedging against forecast bunker requirements might resume in the future depending on the company's capacity for risk.

## Interest rate risk

The Hapag-Lloyd Group is exposed to interest rate risks affecting cash flow, particularly from financial debt based on variable interest rates. In order to minimise the interest rate risk, the Group strives to achieve a balanced combination of assets and liabilities with variable and fixed interest rates. Interest rate swaps are also used to hedge against the interest rate risk. In addition, non-cash interest rate risks relating to the measurement of separately recognised embedded derivatives exist in the form of early buy-back options for issued bonds. Effects from the market valuation of these financial instruments are also reflected in the interest result. In order to reduce interest rate risk, Hapag-Lloyd designates interest swaps as hedges of the variable element of interest rate payments of hedged items. Some interest swaps hedge a portion of the nominal volume only. In this way, certain hedged items are not designated in full, but only certain risk components are hedged.

The variations in the cash flows of the hedged item are primarily affected by changes in the variable interest rate.

An economic relationship must exist between the hedging instrument and the hedged item. This relationship is always present when the derivative compensates for the changes in the cash flows of the hedged item as a result of a change in a common risk factor, and not when it simply results from a purely statistical correlation. As a rule, the nominal volume, benchmark interest rate and interest rate fixing dates of the hedged items and the hedging instrument are matched.

Ineffectiveness in hedging relationships can arise in particular for the following reasons:

- Differences in the timing of payments between the hedged item and hedging instrument.
- Designation of interest rate swaps which already have a market value (off-market derivatives).

In order to present the interest rate risks pursuant to IFRS 7, a sensitivity analysis was performed and used to determine the effects of hypothetical changes in market interest rates on interest income and expenses. The market interest rate as at 31 December 2024 was increased or decreased by $+/-100$ basis points. Taking into account the low interest rate level, hypothetical, negative changes in interest rates were only made up to a maximum of 0 . The determined effect on earnings relates to financial debt with a variable interest rate amounting to EUR 1,651.9 million that existed at the balance sheet date (31 December 2023: EUR 1,301.0 million), the fair value of interest rate swaps of EUR 0.0 million (31 December 2023: EUR 0.4 million) and the market value of embedded derivatives totalling EUR 0.8 million (31 December 2023: EUR 1.4 million). It is assumed that this exposure also constitutes a representative figure for the next financial year.

| million EUR | | 31.12 .2024 | | 31.12 .2023 |
| :--: | :--: | :--: | :--: | :--: |
| Change in variable interest rate | $+100$ <br> base points | $\begin{gathered} -100 \\ \text { base points } \end{gathered}$ | $\begin{gathered} +100 \\ \text { base points } \end{gathered}$ | $\begin{gathered} -100 \\ \text { base points } \end{gathered}$ |
| Reserve for cash flow hedges | 0.1 | $-0.1$ | 0.1 | $-0.1$ |
| Earnings before taxes | $-7.0$ | 7.6 | $-9.8$ | 10.3 |

# Credit risk

In addition to the market risks described above, the Hapag-Lloyd Group is exposed to credit risks. Credit risk constitutes the risk that a contract partner will be unable to meet its contractual payment obligations. It refers to both the Hapag-Lloyd Group's operating activities and the counterparty risk vis-à-vis external banks.

Generally, a risk of this kind is minimised by the creditworthiness requirements which the respective contracting partners are required to fulfil. With regard to its operating activities, the Group has an established credit and receivables management system at area, regional and head office level which is based on internal guidelines. Payment periods for customers are determined and continuously monitored within the framework of a credit check. This process takes account of both internal data based on empirical values and external information on the respective customer's creditworthiness and rating. In addition, collective factors such as country risks are taken into account. There are also credit insurance arrangements and bank guarantees in place at the balance sheet date which provide protection against credit risk.

The Hapag-Lloyd Group is not exposed to major default risk from an individual counterparty. The concentration of the default risk is limited due to the broad and heterogeneous customer base.

Analyses of the maturity structure of trade accounts receivable and other assets and information on the loss allowances recorded against these financial assets are provided in Note (13) and in the description of accounting and measurement methods for primary financial instruments.

The portfolio of primary financial assets is reported in the statement of financial position. The carrying amounts of the financial assets correspond to the maximum default risk.

With regard to derivative financial instruments, all the counterparties must have a credit rating or, alternatively, a corresponding internal credit assessment determined according to clear specifications. The maximum risk corresponds to the sum total of the positive market values as at the balance sheet date, as this is the extent of the loss that would have to be borne.

For the derivative financial instruments with positive market values totalling EUR 0.0 million (31. December 2023: EUR 11.9 million) and negative market values totalling EUR -19.1 million (31. December 2023: EUR -10.8 million), there is the potential to offset financial assets and financial liabilities in the amount of EUR 0.0 million (31. December 2023: EUR 8.4 million), taking into account the German Master Agreement for Financial Derivatives and the ISDA Framework Agreement. The market values of embedded derivatives linked to the buy-back option of issued bonds totalling EUR 0.8 million (31. December 2023: EUR 1.4 million) were not taken into account here.

Liquidity risk
Generally, liquidity risk constitutes the risk that a company will be unable to meet its obligations resulting from financial liabilities. Permanent solvency is ensured and refinancing costs are continuously optimised as part of central financial management.

To ensure solvency at all times, the liquidity requirements are determined by means of multi-year financial planning and a monthly rolling liquidity forecast and are managed centrally. Liquidity needs were covered by liquid funds and confirmed lines of credit at all times over the past financial year.

The bonds issued entail certain limitations with regard to possible payments to the shareholders and subordinated creditors. In addition, there are termination clauses which are customary in the market relating to much of the financial debt in the event that more than 50\% of the Company's shares are acquired by a third party.

Further explanatory notes regarding the management of liquidity risks are included in the risk and opportunity report of the combined management report.

Current undiscounted contractually fixed cash flows from both primary financial liabilities (interest and redemption) and derivative financial instruments are as follows:

Cash flows of financial instruments (31.12.2023)

| | Cash inflows and outflows | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: |
| million EUR | 2024 | 2025 | 2026-2028 | from 2029 | Total |
| Primary financial liabilities | | | | | |
| Liabilities to financial institutions | $-411.2$ | $-400.1$ | $-854.7$ | $-257.5$ | $-1,923.5$ |
| Bonds | $-7.5$ | $-7.5$ | $-318.8$ | - | $-333.8$ |
| Lease and service concession liabilities | $-890.2$ | $-608.7$ | $-631.3$ | $-394.3$ | $-2,524.5$ |
| Other financial liabilities | $-289.1$ | $-106.9$ | $-315.2$ | $-235.8$ | $-947.0$ |
| Trade accounts payable | $-2,487.4$ | - | - | - | $-2,487.4$ |
| Other financial liabilities | $-176.0$ | - | $-28.2$ | $-6.9$ | $-211.1$ |
| Total primary financial liabilities | $-4,261.3$ | $-1,123.2$ | $-2,148.1$ | $-894.5$ | $-8,427.2$ |
| Total derivative financial liabilities | 9.8 | - | 0.0 | - | 9.8 |

Cash flows of financial instruments (31.12.2024)

| million EUR | Cash inflows and outflows | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: |
| | 2025 | 2026 | 2027-2029 | from 2030 | Total |
| Primary financial liabilities | | | | | |
| Liabilities to financial institutions | $-415.3$ | $-526.8$ | $-498.1$ | $-320.9$ | $-1,761.2$ |
| Bonds | $-7.5$ | $-7.5$ | $-311.3$ | - | $-326.3$ |
| Lease and service concession liabilities | $-1,230.5$ | $-953.7$ | $-1,386.7$ | $-881.2$ | $-4,452.1$ |
| Other financial liabilities | $-172.4$ | $-161.4$ | $-420.4$ | $-672.4$ | $-1,426.5$ |
| Trade accounts payable | $-2,765.9$ | - | - | - | $-2,765.9$ |
| Other financial liabilities | $-201.4$ | - | $-4.7$ | - | $-206.1$ |
| Total primary financial liabilities | $-4,793.1$ | $-1,649.5$ | $-2,621.2$ | $-1,874.4$ | $-10,938.1$ |
| Total derivative financial liabilities | 19.3 | - | - | - | 19.3 |

In principle, it is not expected that the cash outflows in the maturity analysis will occur at points in time that differ significantly or in amounts that differ significantly.

All financial instruments for which payments had already been contractually agreed as at the reporting date of 31 December 2024 were included. Amounts in foreign currencies were translated at the spot rate as at the reporting date. In order to ascertain the variable interest payments arising from the financial instruments, the interest rates fixed on the balance sheet date were used for the following periods as well.

Cash outflows from derivative financial instruments include the undiscounted market values of the currency forward contracts used as at the balance sheet date.

Derivative financial instruments and hedging relationships
Derivative financial instruments are generally used to hedge existing or planned hedged items and serve to reduce foreign currency and interest rate risks, which occur in day-to-day business activities and in the context of investment and financial transactions.

Currency risks are currently hedged by means of currency forward contracts. Interest rate swaps are used to hedge interest rate risks.

Derivative financial instruments are recorded as current or non-current financial assets or liabilities according to their remaining terms.

The positive and/or negative fair values of derivative financial instruments are shown as follows:

| | 31.12.2024 | | 31.12.2023 | |
| :--: | :--: | :--: | :--: | :--: |
| million EUR | Positive market values | Negative market values | Positive market values | Negative market values |
| Hedging instruments acc. to IFRS 9 (Hedge accounting) | | | | |
| Currency forward contracts | - | $-19.1$ | 3.1 | $-1.4$ |
| Interest rate swaps | - | - | 0.4 | - |
| Hedges ${ }^{1}$ | - | $-19.1$ | 3.5 | $-1.4$ |
| Derivative financial instruments (FVTPL) | | | | |
| Currency forward contracts | - | - | 8.4 | $-9.4$ |
| Embedded derivatives | 0.8 | - | 1.4 | - |
| Other derivative financial instruments | 0.8 | - | 9.8 | $-9.4$ |
| Total | 0.8 | $-19.1$ | 13.3 | $-10.8$ |

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

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

Currency forward contracts are measured on the basis of their market-traded forward price as at the reporting date. The fair value of the interest rate swaps is calculated as the present value of the anticipated future cash flows. The estimates of future cash flows from variable interest payments are based on quoted swap rates and interbank interest rates. The estimate of the fair value is adjusted by the credit risk of the Group and the counterparty.

An analysis of the host contracts conducted on the bonds issued by Hapag-Lloyd resulted in the identification of embedded derivatives in the form of early buy-back options. These are presented at their fair values as separate derivatives independently of the underlying contract. The market value of the embedded derivatives is calculated using the Hull-White model in combination with a trinomial decision tree based on current market values.

Hedging relationships in accordance with IFRS 9 in the reporting year wholly consist of cash flow hedges.

The following table shows the nominal values and the average prices or spot rates of the hedging instruments by risk category:

| | 31.12 .2024 | | | 31.12 .2023 | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Remaining terms | | | Remaining terms | | |
| | up to <br> 1 year | more than <br> 1 year | Total | up to <br> 1 year | more than <br> 1 year | Total |
| Currency risk | | | | | | |
| Hedged nominal in million EUR | 322.6 | - | 322.6 | 323.9 | - | 323.9 |
| Hedged nominal in million CAD | 47.5 | - | 47.5 | 52.5 | - | 52.5 |
| Hedged nominal in million INR | $3,832.6$ | - | $3,832.6$ | $13,500.5$ | - | $13,500.5$ |
| Average hedged rate USD/EUR | 1.10 | - | 1.10 | 1.10 | - | 1.10 |
| Average hedged rate USD/CAD | 0.72 | - | 0.72 | 0.74 | - | 0.74 |
| Average hedged rate USD/INR | 85.78 | - | 85.78 | 83.11 | - | 83.11 |
| Interest rate risk | | | | | | |
| Hedged nominal in million USD | - | 3.3 | 3.3 | 8.0 | 4.4 | 12.4 |
| Average fixed interest rate | $0.00 \%$ | $5.30 \%$ | $5.30 \%$ | $3.31 \%$ | $5.30 \%$ | $4.02 \%$ |

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

| | 31.12 .2023 | | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| | Nominal amount | Carrying amount asset in million EUR ${ }^{1}$ | Carrying amount liability in million EUR ${ }^{1}$ | Line item in the statement of financial position | Change in fair value used as measurement of the ineffectiveness in the reporting period in million EUR | |
| Hedge of cash flows | | | | | | |
| Currency risk | | | | | | |
| Currency forward contracts (USD/EUR) | EUR 323.9 million | 2.2 | - | Derivative financial instruments | 5.7 | |
| Currency forward contracts (USD/CAD) | CAD 52.5 million | 0.9 | 0.0 | Derivative financial instruments | 0.9 | |
| Currency forward contracts (USD/INR) | INR 13,500.5 million | - | 1.4 | Derivative financial instruments | $-2.5$ | |
| Interest rate risk | | | | | | |
| | | | | Derivative financial instruments | 0.4 | |
| Interest rate swaps | USD 12.4 million | 0.4 | - | | | |

[^0]
[^0]: 1 The market values of the non-designated forward components, the changes of which are recognised in the reserve for cost of hedging, are also included.

| Hedge of cash flows | 31.12 .2024 | | | | Change in fair value used as measurement of the ineffectiveness in the reporting period in million EUR |
| :--: | :--: | :--: | :--: | :--: | :--: |
| | Nominal amount | Carrying amount asset in million EUR ${ }^{1}$ | Carryig amount liability in million EUR ${ }^{1}$ | Line item in the statement of financial position | |
| Currency risk | | | | | |
| Currency forward contracts (USD/EUR) | EUR 322.6 million | - | 18.0 | Derivative financial instruments | $-14.1$ |
| Currency forward contracts (USD/CAD) | CAD 47.5 million | - | 1.0 | Derivative financial instruments | $-0.9$ |
| Currency forward contracts (USD/INR) | INR 3.832.6 million | - | 0.1 | Derivative financial instruments | $-0.1$ |
| Interest rate risk | | | | | |
| Interest rate swaps | USD 3.3 million | - | - | Derivative financial instruments | - |

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

The hedged items designated to hedging relationships have the following effect on the consolidated statement of financial position:

| Hedge of cash flows million EUR | 31.12 .2023 | |
| :--: | :--: | :--: |
| | Change in value used as measurement of the ineffectiveness | Reserve for cash flow hedges |
| Currency risk | | |
| Repayment of financial debt in EUR | $-5.7$ | - |
| Purchase price payment in INR | 2.5 | $-2.7$ |
| Operational costs in CAD | $-0.9$ | 0.4 |
| Interest rate risk | | |
| Interest payments of variable rate loans | $-0.4$ | 24.2 |

| Hedge of cash flows million EUR | 31.12 .2024 | |
| :--: | :--: | :--: |
| | Change in value used as measurement of the ineffectiveness | Reserve for cash flow hedges |
| Currency risk | | |
| Repayment of financial debt in EUR | 14.1 | - |
| Purchase price payment in INR | 0.1 | $-2.2$ |
| Operational costs in CAD | 0.9 | $-0.2$ |
| Interest rate risk | | |
| Interest payments of variable rate loans | - | 11.6 |

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

| Hedge of cash flows million EUR | 31.12 .2023 | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: |
| | Hedging gains or losses recognised in other comprehensive income | Ineffectiveness recognised in the income statement | | Amount reclassified from the other comprehensive income into profit or loss | Line item in the income statement |
| Currency risk | | | | | |
| Repayment of financial debt in EUR | 13.0 | - | - | $-13.0$ | Other financial items |
| Purchase price payment in INR | $-2.7$ | $-2.3$ | Interest expenses | - | Other financial items |
| Operational costs in CAD | 0.8 | - | - | $-0.4$ | Transport expenses/other operating result |
| Interest rate risk | | | | | |
| Interest payments of variable rate loans | 4.7 | - | - | $-18.5$ | Interest expenses |

| Hedge of cash flows million EUR | 31.12 .2024 | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: |
| | Hedging gains or losses recognised in other comprehensive income | Ineffectiveness recognised in the income statement | | Amount reclassified from the other comprehensive income into profit or loss | Line item in the income statement |
| Currency risk | | | | | |
| Repayment of financial debt in EUR | $-19.9$ | - | - | 19.9 | Other financial items |
| Purchase price payment in INR | $-1.3$ | $-1.1$ | Interest expenses | 1.9 | Other financial items |
| Operational costs in CAD | $-2.8$ | - | - | 2.2 | Transport expenses/other operating result |
| Interest rate risk | | | | | |
| Interest payments of variable rate loans | - | - | - | $-13.7$ | Interest expenses |

The following table shows a reconciliation of the equity reserves which result from accounting for hedging relationships:

| | 2024 | | 2023 | |
| :--: | :--: | :--: | :--: | :--: |
| Cash flow hedges million EUR | Reserve for cash flow hedges | Reserve for cost of hedging | Reserve for cash flow hedges | Reserve for cost of hedging |
| Balance at 1.1. | 21.8 | 3.3 | 39.0 | 1.5 |
| Change in fair value: | $-24.0$ | $-3.7$ | 15.7 | $-3.2$ |
| Currency risk ${ }^{1}$ | $-24.0$ | $-3.7$ | 11.0 | $-3.2$ |
| Interest rate risk | - | - | 4.7 | - |
| Reclassification into profit or loss: | 10.4 | 4.1 | $-31.8$ | 5.1 |
| Currency risk ${ }^{1}$ | 24.1 | 4.1 | $-13.3$ | 5.1 |
| Interest rate risk | $-13.7$ | - | $-18.5$ | - |
| Currency translation differences: | 0.9 | 0.2 | $-1.0$ | $-0.1$ |
| Currency risk ${ }^{1}$ | $-0.2$ | 0.2 | 0.1 | $-0.1$ |
| Interest rate risk | 1.0 | - | $-1.1$ | - |
| Balance at 31.12. | 9.1 | 3.9 | 21.8 | 3.3 |

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

Financial instruments - additional disclosures, carrying amounts and fair values The fair value of a financial instrument is the price that would be received for an asset or that would be paid for the transfer of a liability on the measurement date in the course of a normal transaction between market participants.

Where financial instruments are quoted in an active market, as with bond issues in particular, the fair value of the financial instrument corresponds to the respective market price on the balance sheet date.

The carrying amounts of trade accounts receivable, trade accounts payable and significant portions of other financial assets and other financial liabilities are a suitable approximation of the fair values, as are the carrying amounts for the amounts of cash and cash equivalents measured at amortised costs.

Other financial assets include the financial instruments for the special fund subscribed in the financial year, with a market value of EUR 2,032.1 million (31 December 2023: EUR 1,841.5 million). The assets of the special funds in the amount of EUR 2,015.1 million (31 December 2023: EUR 1,831.5 million) are "recognised at fair through other comprehensive income" and in the amount of EUR 17.0 million (31 December 2023: EUR 10.1 million) "recognised at fair value through profit and loss". In addition, other financial assets include further securities with a fair value of EUR 0.6 million (31 December 2023: EUR 0.6 million), which belong to the "recognised at fair value through profit and loss" category. The prices of these assets are quoted on an active market. Other financial assets also include unlisted investments in the "measured at fair value through profit or loss" category, for which there are no quoted market prices in an active market. As there is insufficient current information to determine the fair value, these investments are measured at cost of acquisition of EUR 10.5 million (31 December 2023: EUR 13.7 million) as the best estimate of fair value. A disposal of the investments is not planned at present.

The cash and cash equivalents include money market funds "recognised at fair value through profit and loss" of EUR 1,428.3 million (31 December 2023: EUR 979.5 million). A portion of these money market funds are measured on the basis of their quoted market prices. There are no quoted underlying prices for the remainder of the money market funds in respect of which dividend payments are made on an ongoing basis. For these funds, the fair value is taken from the amount invested in each individual case, plus the clearly defined dividend payments, which are themselves measured with the help of a dividend factor published daily on the market.

For liabilities to financial institutions and other non-current financial liabilities, the fair value is determined as the net present value of the future cash flows taking account of yield curves and the relevant credit spreads. Traded bonds are measured at the market price as at the balance sheet date.

Carrying amounts, assessed values and fair values by class and valuation category as at 31.12.2023

Thereof aggregated according to IFRS 9 classification category

| Financial Assets measured | | | | | | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| at Amortized Cost (AC) | 6,770.2 | 6,770.2 | - | - | - | - | |
| Financial Assets and Liabilities | | | | | | | |
| measured at Fair Value through | | | | | | | |
| Profit and Loss (FVTPL) | 1,023.0 | - | - | 1,023.0 | - | - | |
| Financial Assets and Liabilities | | | | | | | |
| measured at Fair Value through | | | | | | | |
| Other Comprehensive Income | | | | | | | |
| (FVOCI) | 1,831.5 | - | 1,831.5 | - | - | - | |
| Financial Liabilities measured | | | | | | | |
| at Amortized Cost (FLAC) | 5,468.6 | 5,468.6 | - | - | - | - | |

[^0]
[^0]: The comparative information has been adjusted. For further information, refer to section
*Adjustments in the measurement period" in the notes of the consolidated financial statements.

Carrying amounts, assessed values and fair values by class and valuation category as at 31.12.2024

The fair values are allocated to different levels of the fair value hierarchy based on the input factors used in the valuation methods. Every fair value is set at the lowest level of the hierarchy based on the valuation parameter, provided that this is a key valuation parameter.

If the method of determining the fair value of assets or liabilities to be measured on a regular basis changes, resulting in the need to assign them to a different hierarchy level, such reclassification is performed at the end of the reporting period. There were no transfers between levels 1 to 3 in the previous financial year.

The following table shows the classification of the financial instruments measured at fair value in the three levels of the fair value hierarchy. In addition to the fair value of the financial instruments that are recognised at fair value under IFRS 9, the table also includes financial instruments that are recognised at amortised cost and whose fair value differs from this.

| | Classification category according to IFRS 9 | 31.12.2023 | | | |
| :--: | :--: | :--: | :--: | :--: | :--: |
| million EUR | | Level 1 | Level 2 | Level 3 | Total |
| Assets | | | | | |
| Securities/investments | FVTPL | 10.6 | - | 13.7 | 24.3 |
| Securities/investments | FVOCl | $1,831.5$ | - | - | $1,831.5$ |
| Derivative financial instruments (Hedge accounting) | n.a. ${ }^{2}$ | - | 3.5 | - | 3.5 |
| Derivative financial instruments (Trading) | FVTPL | - | 9.8 | - | 9.8 |
| Cash and cash equivalents | FVTPL | 979.5 | - | - | 979.5 |
| Liabilities | | | | | |
| Derivative financial instruments (Hedge accounting) | n.a. ${ }^{2}$ | - | 1.4 | - | 1.4 |
| Derivative financial instruments (Trading) | FVTPL | - | 9.4 | - | 9.4 |
| Financial debt | FLAC | 282.0 | $2,440.4$ | - | $2,722.4$ |

| million EUR | Classification category according to IFRS 9 | 31.12.2024 | | | |
| :--: | :--: | :--: | :--: | :--: | :--: |
| | | Level 1 | Level 2 | Level 3 | Total |
| Assets | | | | | |
| Securities/investments | FVTPL | 17.6 | - | 10.5 | 28.1 |
| Securities/investments | FVOCl | $2,015.1$ | - | - | $2,015.1$ |
| Derivative financial instruments (Hedge accounting) | n.a. ${ }^{2}$ | - | - | - | 0.0 |
| Derivative financial instruments (Trading) | FVTPL | - | 0.8 | - | 0.8 |
| Cash and cash equivalents | FVTPL | $1,428.3$ | - | - | $1,428.3$ |
| Liabilities | | | | | |
| Derivative financial instruments (Hedge accounting) | n.a. ${ }^{2}$ | - | 19.1 | - | 19.1 |
| Derivative financial instruments (Trading) | FVTPL | - | - | - | - |
| Financial debt | FLAC | 290.7 | $2,536.8$ | - | $2,827.5$ |

[^0]
[^0]: 1 Part of other liabilities
2 n.a. means that a measurement category according to IFRS 9 is not applicable.

# Net earnings

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

| | 31.12 .2024 | | | 31.12 .2023 | | |
| :--: | :--: | :--: | :--: | :--: | :--: | :--: |
| million EUR | From interest | Other net earnings | Net earnings | From interest | Other net earnings | Net earnings |
| Financial assets measured at amortised cost | 198.6 | $-65.0$ | 133.6 | 389.2 | $-42.2$ | 347.0 |
| Financial liabilities measured at amortised cost | $-143.5$ | 121.7 | $-21.8$ | $-125.3$ | 3.8 | $-121.5$ |
| Financial assets measured at fair value through other comprehensive income | 95.6 | $-0.0$ | 95.5 | 53.9 | $-0.6$ | 53.3 |
| Financial assets and liabilities measured at fair value through profit or loss | 62.8 | $-9.1$ | 53.7 | 140.4 | 144.8 | 265.2 |
| Total | 213.5 | 47.5 | 261.0 | 458.2 | 105.8 | 564.0 |

The net earnings are essentially composed of interest and other financial income from money market transactions, special funds and the foreign currency valuation of financial assets. The net earnings also include interest expenses from liabilities to financial institutions, other financial liabilities and the realised and unrealised result from derivative financial instruments that are not part of a hedging relationship in accordance with IFRS 9.

## Capital management

The prime strategic objective of the Hapag-Lloyd Group is to achieve long-term profitable growth, measured on the basis of the developments in transport volume, the key performance indicators EBITDA and EBIT as well as the return on invested capital (ROIC) as an indicator of the performance within a period. The aim is to generate a return on invested capital at least equal to the weighted average cost of capital (WACC) of the Group across one economic cycle in the medium term. To facilitate comparison with other international shipping companies, the return on invested capital is calculated and presented exclusively on the basis of the functional currency, the US dollar.

The Hapag-Lloyd Group strives to achieve an adequate financial profile in order to guarantee the continuation of the Company and its financial flexibility and independence. The goal of its capital management is to safeguard the capital base over the long term. It intends to achieve this with a healthy balance of financing requirements for the desired profitable growth.

Covenant clauses of a type customary on the market have been arranged for existing financing. These clauses primarily concern certain equity and liquidity indicators of the Group along with loan-to-value ratios. As at 31 December 2024, these covenants were fulfilled for the existing financing. Based on current planning, the Executive Board expects that these covenants will also be adhered to during the subsequent period.

# OTHER NOTES

## (30) Service concession arrangements

H apag-Lloyd is the majority owner of several companies that have been granted exclusive rights to develop, maintain and use a total of five seaport terminals in the USA and Latin America under concession arrangements. The concession arrangements include the right to charge the users of the terminals for the port services provided.

In the H apag-Lloyd Group, both arrangements with construction and upgrade works by H apag-Lloyd as concession operator, and arrangements under which H apag-Lloyd makes fixed (minimum) payments to the concession grantor for existing infrastructure facilities are relevant. In addition, there are arrangements within the H apag-Lloyd G roup that represent a combination of the two aforementioned arrangements.

The remaining terms of the concession arrangements are between one and 47 years. In some cases, there are unilateral extension options for the companies of the H apag-Lloyd G roup.

As a general rule, at the time of termination of the concession, all assets specified in the concession arrangements and related to the operation of the terminals or the provision of services must be transferred to the concession grantors without delay, in good condition and free of encumbrances. In one case, the concession grantor has the option of acquiring the infrastructure at a residual value at the end of the concession period.

Two concession arrangements do not meet the definition of a service concession arrangement under IFRIC 12 and are therefore accounted for in accordance with IFRS 16. All other concession arrangements are accounted for in accordance with IFRIC 12.

# (31) Leases

## Lessee

As a lessee, Hapag-Lloyd mainly leases container vessels, containers, land, buildings, constructions and other equipment.

Charter agreements for container vessels are nearly always structured as time charter contracts, i.e. in addition to the capital costs, the charterer bears all the vessel operating costs, which are reimbursed as part of the charter rate. Non-lease components which are included in the price structure of the charter rates are not part of the lease liability. These costs are recognised in the (consolidated) income statement based on the time at which they are incurred. A portion of the charter agreements includes renewal options. These options allow Hapag-Lloyd to react flexibly to changes on the market and to secure the use of the container vessels. Exercising the relevant options to extend, which were not considered on the balance sheet as at the reporting date, as their execution is not considered sufficiently reliable in each case, would give rise to potential lease payments amounting to EUR 1,122.8 million (31 December 2023: EUR 840.2 million).

The structure of the container lease contracts varies. Many of the contracts contain mutual rights of termination. These rights of termination allow Hapag-Lloyd to react quickly and flexibly to changes on the market. If these rights of termination are not exercised, this would give rise to potential lease payments amounting to EUR 146.9 million per annum (31 December 2023: EUR 132.7 million). These potential lease payments have not yet been recognised as part of the lease liabilities as at the reporting date.

The structure of lease contracts for land, buildings, constructions and other equipment also varies. Many of the lease contracts contain unilateral rights of termination. In addition, some of the lease contracts include options to extend. Exercising the relevant extension options, which were not considered on the balance sheet as at the reporting date, would give rise to potential lease payments amounting to EUR 102.0 million (31 December 2023: EUR 102.1 million).

The contracts for land and constructions related to terminal concessions, which do not fall within the scope of a service concession arrangement in accordance with IFRIC 12 include right-of-use assets of EUR 98.2 million (31 December 2023*: EUR 51.1 million) and lease liabilities of EUR 86.7 million (31 December 2023*: EUR 39.9 million). The terms are generally based on the contractual agreements of the terminal concessions.

For further details of the way leases are recognised within the Hapag-Lloyd Group in accordance with IFRS 16, please refer to the "Accounting and measurement" section.

[^0]
[^0]: * The comparative information has been adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

The lease contracts for the aforementioned asset classes have terms ranging from one year (e.g. container vessels) to 23 years (buildings).

Hapag-Lloyd has leases with terms of less than 12 months in place for rented containers and container vessels, as well as for rented land, buildings, constructions and other equipment. No right-of-use assets and no lease liabilities are recognised in the consolidated statement of financial position for these short-term leases.

Hapag-Lloyd excludes IT contracts and contracts for intangible assets from the scope of application of IFRS 16.

The table below shows the change in right-of-use assets in the 2024 financial year, broken down by the significant asset classes. No right-of-use assets were recognised in the 2024 financial year for non-material asset classes, which include rented vehicles and other office equipment.

| million EUR | Chartered vessels | Rented containers | Rented land, buildings, constructions and other equipment | Total |
| :--: | :--: | :--: | :--: | :--: |
| Carrying amount of right-of-use assets as at 1.1.2023 | 1,944.9 | 548.9 | 119.2 | 2,613.0 |
| Depreciation in prior year period* | $-793.4$ | $-218.9$ | $-31.4$ | $-1,043.6$ |
| Additions in prior year period | 589.0 | 107.6 | 32.0 | 728.6 |
| Additions from business combination* | - | - | 57.2 | 57.2 |
| Disposals in prior year period | - | $-14.3$ | $-1.6$ | $-15.9$ |
| Transfers | 7.2 | $-16.2$ | $-0.1$ | $-9.1$ |
| Exchange rate differences | $-65.8$ | $-16.9$ | $-4.3$ | $-87.1$ |
| Carrying amount of right-of-use assets as at 31.12.2023 | 1,681.9 | 390.2 | 171.1 | 2,243.2 |
| Carrying amount of right-of-use assets as at 1.1.2024 | 1,681.9 | 390.2 | 171.1 | 2,243.2 |
| Depreciation in reporting period | $-827.8$ | $-214.1$ | $-40.2$ | $-1,082.1$ |
| Additions in reporting period ${ }^{\dagger}$ | 2,017.6 | 227.6 | 83.2 | 2,328.3 |
| Disposals in reporting period | $-21.3$ | $-25.0$ | $-4.0$ | $-50.2$ |
| Transfers | 10.2 | $-3.4$ | 0.1 | 6.9 |
| Exchange rate differences | 158.6 | 25.0 | 12.4 | 195.9 |
| Carrying amount of right-of-use assets as at 31.12.2024 | 3,019.1 | 400.4 | 222.5 | 3,642.0 |

[^0]
[^0]: 1 Additions totaling EUR 10.1 million relate to changes in the scope of consolidation.
* The comparative information has been adjusted. For further information, refer to section "Adjustments in the measurement period" in the notes of the consolidated financial statements.

The right-of-use-assets for the significant asset classes listed are reported under the item "Property, plant and equipment". They are also included in the table at Note (11) Property, plant and equipment.

The remaining terms of the lease liabilities as at 31 December 2024 are presented in the table on financial debt in Note (25) Financial debt and lease and service concession liabilities.

The following table shows the effects of IFRS 16 Leases on the consolidated income statement in the 2024 financial year:

| million EUR | $1.1,-31.12 .2024$ | |
| :-- | --: | --: |
| Revenue/Other operating income | $19,111.8$ | $17,929.5$ |
| Transport and terminal expenses | $12,865.4$ | $11,928.9$ |
| Expenses from short-term leases | 154.5 | 65.3 |
| Planned depreciation of tangible and intangible assets | $2,071.7$ | $1,931.8$ |
| Depreciation of right-of-use assets | $1,082.1$ | $1,043.6$ |
| Interest expenses and other finance expenses | 316.8 | 242.3 |
| Interest expenses on lease liabilities | 160.7 | 107.5 |

* The comparative information has been marginally adjusted. For further information, refer to section
"Adjustments in the measurement period" in the notes of the consolidated financial statements.

Total cash outflows for leases came to EUR 1,703.9 million in the 2024 financial year (prior year period: EUR 1,472.9 million). Expenses of EUR 8.4 million (prior year period: EUR 1.6 million) relate to variable lease payments that are not included in the lease liabilities as at the reporting date.

As at 31 December 2024, future commitments under short-term leases totalled EUR 35.3 million (31 December 2023: EUR 75.4 million).

For disclosures on future cash outflows from leases which Hapag-Lloyd has already entered into but which have not commenced yet, please refer to Note (32) Other financial obligations.

# Lessor

Hapag-Lloyd acts as lessor in the context of operating lease contracts only to a limited degree. In the 2024 financial year, container vessels, along with other items, were leased out under operating lease contracts, but only to an insignificant extent.

# (32) Other financial obligations

The Hapag-Lloyd Group's other financial obligations totalled EUR 4,086.0 million as of 31 December 2024 (31 December 2023: EUR 975.0 million) and comprised purchase obligations (nominal values)

- for investments in the construction and acquisition of 28 container vessels amounting to EUR 3,873.7 million,
- for investments in the acquisition of new containers amounting to EUR 17.4 million,
- for investments in the retrofitting of five container vessels to methanol-fuelled engines amounting to EUR 105.8 million,
- for investments in the acquisition of new propellers, in capacity expansions of container vessels and in the renewal of the bulbous bow of container vessels amounting to EUR 68.1 million,
- for investments in equipping the container fleet with real-time tracking amounting to EUR 10.0 million,
- for investments in exhaust gas cleaning systems (EGCS) on container vessels amounting to EUR 4.5 million,
- and for further investments on container vessels totalling EUR 6.5 million.

The year-on-year increase is mainly due to the order of 24 new container ships in the fourth quarter of 2024.

The future cash outflows from leases which Hapag-Lloyd has already entered into but which have not yet commenced and are therefore not yet recognised as at the reporting date totalled EUR 1,116.6 million (31 December 2023: EUR 1,524.2 million).

## (33) Government assistance

The Federal Maritime and Hydrographic Agency awarded training subsidies and subsidies for marine personnel totalling EUR 4.7 million in the 2024 reporting year (prior year period: EUR 8.5 million) according to the guideline for lowering indirect labour costs in the German marine industry. In total, the Hapag-Lloyd Group received government assistance subsidies amounting to EUR 8.0 million (prior year period: EUR 11.9 million), recognised through profit and loss as offset against personnel expenses in the 2024 financial year.

In addition, Hapag-Lloyd USA, a wholly owned subsidiary of Hapag Lloyd AG, receives government funding as part of the Maritime Security Program (MSP). Government grants in the 2024 reporting year totalled EUR 24.5 million (prior year period: EUR 24.5 million). These grants have been recognised through profit and loss as a deduction from transport expenses.

## (34) Legal disputes

Hapag-Lloyd AG and some of its foreign subsidiaries are involved in legal proceedings. These encompass a range of topics, such as disputes with foreign tax authorities, claims asserted by departed employees and disputes arising from contractual relationships with customers, former agents and suppliers.

Naturally, the outcomes of the legal disputes cannot be predicted with any certainty. It is possible that the outcomes of individual proceedings may result in payment obligations, the amounts of which could not be foreseen with sufficient accuracy as at 31 December 2024 and do not have significant impact on the Group's economic situation.

Hapag-Lloyd is subject to regular tax audits in various countries where the Group conducts large-scale business activities (e.g. Germany, India, USA). These tax audits may lead to the payment of tax arrears. In addition, Hapag-Lloyd regularly analyses and assesses potential tax risks within the Group (e.g. in the area of transfer pricing). To the extent that the Company can expect to incur charges and these charges are quantifiable, these were accounted for by creating corresponding provisions. As at the reporting date, there are also EUR 218.3 million in contingent liabilities from tax risks not classified as probable (31 December 2023: EUR 189.6 million). The main reasons for the increase are newly identified risks, updated risk assessments and currency translation effects for the South Europe and Middle East regions. In return, significant risks were reduced due to legal clarifications in the Latin America region.

# (35) Contingencies

Contingencies are contingent liabilities not accounted for in the statement of financial position which are recognised in accordance with their amounts repayable estimated as at the balance sheet date.

As at 31 December 2024, there were no sureties or guarantees requiring disclosure.

## (36) Utilisation of Section 264 (3) of the German Commercial Code (HGB)

The following corporate entities, which are affiliated consolidated subsidiaries of Hapag-Lloyd AG and for which the consolidated financial statements of Hapag-Lloyd AG are the exempting consolidated financial statements, utilise the exempting option provided by Section 264 (3) of the German Commercial Code (HGB):

- Hapag-Lloyd Grundstücksholding GmbH, Hamburg
- Hapag-Lloyd Schiffsvermietungsgesellschaft mbH, Hamburg.
- Zweite Hapag-Lloyd Schiffsvermietungsgesellschaft mbH, Hamburg.
- Hamburg-Amerika Linie GmbH, Hamburg

## (37) Services provided by the auditors of the consolidated financial statements

In the 2024 financial year, the following fees were paid to the external auditors KPMG AG Wirtschaftsprüfungsgesellschaft within the global KPMG network, in accordance with Section 314 of the German Commercial Code (HGB) and Institute of Public Auditors in Germany (IDW) RS HFA 36:

| | 1.1.-31.12.2024 | | 1.1.-31.12.2023 | |
| :-- | :--: | :--: | :--: | :--: |
| million EUR | Total | Domestic | Total | Domestic |
| Fees for annual audit | 4.5 | 3.3 | 4.5 | 3.1 |
| Fees for other assurance services | 0.3 | 0.3 | 0.4 | 0.4 |
| Fees for tax consultancy | 0.0 | - | 0.0 | - |
| Fees for other services | 0.4 | 0.3 | 0.0 | 0.0 |
| Total | $\mathbf{5 . 2}$ | $\mathbf{3 . 9}$ | $\mathbf{4 . 9}$ | $\mathbf{3 . 5}$ |

The fee for audit services rendered by KPMG AG Wirtschaftsprüfungsgesellschaft related primarily to the audit of the consolidated financial statements and the annual financial statements of Hapag-Lloyd AG including legal contractual amendments and audits of the financial statements of subsidiaries. Activities integral to the audit were also performed in relation to audit reviews of interim financial statements.

Other attestation services relate primarily to services in connection with the audit of the sustainability statement as at December 31, 2024, agreed investigatory activity relating to financial covenants, the audit of the remuneration report and other procedures agreed upon.

Other services relate to quality assurance services in connection with sustainability reporting and financial due diligence services.

# (38) Related party disclosures

In carrying out its ordinary business activities, Hapag-Lloyd AG maintains direct and indirect relationships with related parties as well as with its own subsidiaries included in the consolidated financial statements.

In the 2024 financial year, CSAV Germany Container Holding GmbH (CSAV) held a 30.0\% stake in Hapag-Lloyd, while Kühne Maritime GmbH, together with Kühne Holding AG (Kühne), also held a 30.0\% stake. The stake held by Qatar Holding Germany GmbH was 12.3\%. The number of shares did not change during the reporting period as compared with the previous year and the shareholder structure of Hapag-Lloyd remained the same. As at 31 December 2024, CSAV, HGV and Klaus-Michael Kühne (including companies attributable to him, in particular through Kühne Maritime) therefore together held around 74\% of the share capital of Hapag-Lloyd.

The following disclosures on transactions with shareholders outline the relationships with Kühne and CSAV and their respective related parties. During the reporting period, Hapag-Lloyd conducted legal transactions within the scope of its ordinary activities with Kühne and CSAV and their respective related parties. These comprise terminal and transport services in particular. Performance and consideration have been agreed on the basis of normal market conditions.

With regard to HGV and its shareholder, the Free and Hanseatic City of Hamburg, as well as its Group companies, the Hapag-Lloyd Group applies the practical expedients of IAS 24 regarding government-related entities. This relates mainly to port and terminal services as well as inland transport services.

Voting rights

| in \% | 2024 | 2023 |
| :-- | --: | --: |
| Kühne Holding AG/Kühne Maritime GmbH | 30.0 | 30.0 |
| CSAV Germany Container Holding GmbH | 30.0 | 30.0 |
| HGV Hamburger Gesellschaft für Vermögens- <br> und Beteiligungsmanagement mbH | 13.9 | 13.9 |
| Qatar Holding Germany GmbH | 12.3 | 12.3 |
| Public Investment Fund of the Kingdom of Saudi Arabia | 10.2 | 10.2 |
| Free Float | 3.6 | 3.6 |
| Total | $\mathbf{1 0 0 . 0}$ | $\mathbf{1 0 0 . 0}$ |

Transactions with related parties (excluding management in key positions):

| | Delivered goods and services and other income recognised | | Goods and services received and other expenses recognised | |
| :--: | :--: | :--: | :--: | :--: |
| | 1.1.- | 1.1.- | 1.1.- | 1.1.- |
| million EUR | 31.12. 2024 | 31.12. 2023 | 31.12. 2024 | 31.12. 2023 |
| Shareholders | 972.1 | 905.1 | 104.4 | 171.3 |
| Affiliated non-consolidated companies | - | 0.0 | - | - |
| Associated companies and Joint Ventures | 0.6 | 5.5 | 203.3 | 239.5 |
| Total | 972.7 | 910.6 | 307.7 | 410.9 |

| | Receivables | | Liabilities | |
| :-- | --: | --: | --: | --: |
| million EUR | 31.12 .2024 | 31.12 .2023 | 31.12 .2024 | 31.12 .2023 |
| Shareholders | 99.5 | 63.6 | 14.5 | 7.7 |
| Affiliated non-consolidated | | | | |
| companies | 4.5 | 2.0 | 0.2 | 0.2 |
| Associated companies and | 0.1 | - | 27.9 | 35.1 |
| Joint Ventures | 0.1 | - | 27.9 | 35.1 |
| Total | $\mathbf{1 0 4 . 1}$ | $\mathbf{6 5 . 6}$ | $\mathbf{4 2 . 6}$ | $\mathbf{4 2 . 9}$ |

The amounts arising from transactions with related parties contained in the above table result from services rendered (EUR 972.7 million; previous year: EUR 910.6 million).

At EUR 307.7 million (previous year: EUR 410.9 million), the goods and services received and other expenses shown above are mainly for operational (transport-related) services.

# Remuneration of key management personnel

The remuneration of key management personnel in the Group to be disclosed under IAS 24 encompasses the remuneration paid to the current members of the Executive Board and Supervisory Board of Hapag-Lloyd AG.

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

| | Executive Board | | Supervisory Board | |
| :-- | :--: | :--: | :--: | :--: |
| million EUR | 2024 | 2023 | 2024 | 2023 |
| Short-term benefits | 8.9 | 9.6 | 3.3 | 3.1 |
| Other long-term employee benefits | 5.5 | 3.7 | - | - |
| Total | $\mathbf{1 4 . 4}$ | $\mathbf{1 3 . 3}$ | $\mathbf{3 . 3}$ | $\mathbf{3 . 1}$ |

In the 2024 financial year, the employee representatives on the Supervisory Board received EUR 0.8 million (previous year: EUR 0.6 million) as part of their employment contracts, in addition to their Supervisory Board emoluments. These are included in the remuneration for members of the Supervisory Board pursuant to IAS 24.

Additional disclosures concerning total remuneration pursuant to Section 315e of the German Commercial Code (HGB)

| | Executive Board | | Supervisory Board | |
| :-- | :--: | :--: | :--: | :--: |
| million EUR | 2024 | 2023 | 2024 | 2023 |
| Active board members | 8.9 | 9.6 | 2.6 | 2.5 |
| Former board members | 1.1 | 1.0 | - | - |
| Total | $\mathbf{1 0 . 0}$ | $\mathbf{1 0 . 6}$ | $\mathbf{2 . 6}$ | $\mathbf{2 . 5}$ |

In the 2024 financial year, commitments related to long-term variable remuneration plans (Long-Term Incentive Plan -2023 "LTIP 2023") were made to active Executive Board members in the amount of EUR 4.4 million (previous year: EUR 3.6 million). For the 2023 financial year a one-off integration bonus of EUR 2.3 million was made for the prompt and successful integration of the terminal investments. For further information on these long-term variable remuneration plans, please refer to Note (23). The total remuneration paid to active members of the Executive Board includes annual one-off payments to a funded pension fund associated with the Executive Board members' pension schemes. Beyond the annual one-off payments, Hapag-Lloyd has no further obligations from these pension commitments to the Executive Board members due to the reinsurance.

A total of EUR 22.0 million was allocated to pension provisions for former Executive Board members as at 31 December 2024 (31 December 2023: EUR 22.8 million).

As in the previous year, no loans or advance payments were granted to members of the Executive Board and Supervisory Board in the reporting year.

# (39) Declaration of Conformity with the German Corporate Governance Code (GCGC) pursuant to Section 161 of the German Stock Corporation Act (AktG)

The declaration required under Section 161 of the German Stock Corporation Act (AktG) was issued by the Executive Board and Supervisory Board in March 2024 and has been made permanently available to shareholders on the Company's website: www.hapag-lloyd.com in the "Our Company" area in the "Investor Relations" section under "Corporate Governance": https:// www.hapag-lloyd.com/en/company/ir/corporate-governance/compliance-statement.html

## (40) Significant events after the balance sheet date

No significant transactions took place after the balance sheet date.
(41) List of holdings pursuant to Section 315e of the German Commercial Code (HGB)

| Name of the company | Registered office | Currency unit <br> (CU) | Shareholding <br> in \% |
| :--: | :--: | :--: | :--: |
| Affiliated consolidated companies | | | |
| Liner Shipping | | | |
| Head office | | | |
| Dritte Hapag-Lloyd Schiffsvermietungsgesellschaft mbH | Hamburg | EUR | 100.00 |
| Hamburg-Amerika Linie GmbH | Hamburg | EUR | 100.00 |
| Hapag-Lloyd Grundstücksholding GmbH | Hamburg | EUR | 94.90 |
| Hapag-Lloyd Schiffsvermietungsgesellschaft mbH | Hamburg | EUR | 100.00 |
| HL Crewmanagement GmbH | Hamburg | EUR | 100.00 |
| Zweite Hapag-Lloyd Schiffsvermietungsgesellschaft mbH | Hamburg | EUR | 100.00 |
| North Europe | | | |
| ATL Haulage Contractors Limited | Stanford-Le-Hope | GBP | 100.00 |
| Hapag-Lloyd (Austria) GmbH | Vienna | EUR | 100.00 |
| Hapag-Lloyd (France) S.A.S. | Paris | EUR | 100.00 |
| Hapag-Lloyd (Ireland) Ltd. | Dublin | EUR | 100.00 |
| Hapag-Lloyd (Schweiz) AG | Basel | CHF | 100.00 |
| Hapag-Lloyd (Sweden) AB | Gothenburg | SEK | 100.00 |
| Hapag-Lloyd (UK) Ltd. | Barking | GBP | 100.00 |
| Hapag-Lloyd Knowledge Center Sp.z.o.o. | Gdánsk | EUR | 100.00 |
| Hapag-Lloyd Polska Sp.z.o.o. | Gdánsk | PLN | 100.00 |
| Hapag-Lloyd Special Finance DAC | Dublin | USD | 100.00 |
| NileDutch Africa Line B.V. | Rotterdam | EUR | 100.00 |
| Oy Hapag-Lloyd Finland AB | Helsinki | EUR | 100.00 |

| Name of the company | Registered office | Currency unit <br> (CU) | Shareholding in \% |
| :--: | :--: | :--: | :--: |
| South Europe | | | |
| Hapag-Lloyd (Egypt) Shipping S.A.E. | Alexandria | EGP | $49.00^{4}$ |
| Hapag-Lloyd (Italy) S.R.L. | Assago | EUR | 100.00 |
| Hapag-Lloyd Bulgaria EOOD | Varna | BGN | 100.00 |
| Hapag-Lloyd Denizasiri Nakliyat A.S. | Izmir | TRY | 65.00 |
| Hapag-Lloyd Morocco SAS | Casablanca | MAD | 50.08 |
| Hapag-Lloyd Portugal LDA | Lisbon | EUR | 100.00 |
| Hapag-Lloyd Romania S.r.I. | Bucharest | RON | 70.00 |
| Hapag-Lloyd Spain S.L. | Barcelona | EUR | 90.00 |
| Hapag-Lloyd Tasimacilik Destek Servis Merkezi A.S. | Izmir | TRY | 100.00 |
| Hapag-Lloyd Ukraine LLC | Odessa | UAH | 50.00 |
| Norasia Container Lines Ltd. | Valletta | USD | 100.00 |
| Asia | | | |
| Hapag-Lloyd (Australia) Pty. Ltd. | Pymont | AUD | 100.00 |
| Hapag-Lloyd (Cambodia) Co., Ltd. | Phnom Penh | KHR | 100.00 |
| Hapag-Lloyd (China) Ltd. | Hong Kong | HKD | 100.00 |
| Hapag-Lloyd (China) Shipping Ltd. | Shanghai | CNY | 100.00 |
| Hapag-Lloyd (Japan) K.K. | Tokyo | JPY | 100.00 |
| Hapag-Lloyd (Korea) Ltd. | Seoul | KRW | 100.00 |
| Hapag-Lloyd (Malaysia) Sdn. Bhd. | Kuala Lumpur | MYR | 100.00 |
| Hapag-Lloyd (New Zealand) Ltd. | Auckland | NZD | 100.00 |
| Hapag-Lloyd (Taiwan) Ltd. | Taipei | TWD | 100.00 |
| Hapag-Lloyd (Thailand) Ltd. | Bangkok | THB | 49.90 |
| Hapag-Lloyd (Vietnam) Ltd. | Ho Chi Minh City | VND | 100.00 |
| Hapag-Lloyd Business Services (Suzhou) Co. Ltd. | Suzhou | CNY | 100.00 |
| Hapag-Lloyd Business Services (Malaysia) Sdn. Bhd. | Kuala Lumpur | MYR | 100.00 |
| Hapag-Lloyd Pte. Ltd. | Singapore | USD | 100.00 |
| UASC (Thailand) Ltd. | Bangkok | THB | 100.00 |
| United Arab Shipping Agency Co. (Asia) Pte. Ltd. | Singapore | USD | 100.00 |
| United Arab Shipping Co. (Asia) Pte. Ltd. | Singapore | SGD | 100.00 |
| Middle East | | | |
| Hapag-Lloyd (Angola) - Agencia de Navegacao Lda. | Luanda | AOA | $49.00^{1}$ |
| Hapag-Lloyd (Ghana) Ltd. | Tema | GHS | 100.00 |
| Hapag-Lloyd (Jordan) Private Limited Company | Amman | JOD | 50.00 |
| Hapag-Lloyd Africa (PTY) Ltd. | Durban | ZAR | 100.00 |
| Hapag-Lloyd Bahrain Co. WLL | Manama | BHD | 49.00 |
| Hapag-Lloyd Bangladesh Private Limited | Dhaka | BDT | $40.00^{8}$ |
| Hapag-Lloyd Business Services LLP | Mumbai | INR | 100.00 |
| Hapag-Lloyd Cameroon S.A. | Douala | XAF | $90.00^{8}$ |
| Hapag-Lloyd Congo S.A. | Pointe-Noire | XAF | $70.00^{7}$ |
| Hapag-Lloyd Cote d'lvoire SAS | Abidjan | XOF | $25.00^{10}$ |
| Hapag-Lloyd Global Services Pvt. Ltd. | Thane | INR | 100.00 |
| Hapag-Lloyd India Private Ltd. | Mumbai | INR | 100.00 |
| Hapag-Lloyd Kenya Ltd. | Nairobi | KES | 100.00 |

| Name of the company | Registered office | Currency unit <br> (CU) | Shareholding in \% |
| :--: | :--: | :--: | :--: |
| Hapag-Lloyd Middle East Shipping LLC | Dubai | AED | 100.00 |
| Hapag-Lloyd Nigeria Shipping Limited | Lagos | NGN | 100.00 |
| Hapag-Lloyd Pakistan (Pvt.) Ltd. | Karachi | PKR | 100.00 |
| Hapag-Lloyd Qatar WLL | Doha | QAR | 49.00 |
| Hapag-Lloyd Quality Service Centre Mauritius | Ebene | MUR | 100.00 |
| Hapag-Lloyd Saudi Arabia Ltd. | Jeddah | SAR | 100.00 |
| Hapag-Lloyd Senegal SASU | Dakar | XOF | 100.00 |
| Hapag-Lloyd Shipping Company - State of Kuwait (K.S.C.C.) | Kuwait City | KWD | $49.00^{1}$ |
| Hapag-Lloyd Technology Center Pvt.Ltd | Chennai | INR | 51.00 |
| Hapag-Lloyd Uganda Ltd. | Kampala | UGX | 100.00 |
| NileDutch (Angola) - Agencia de Navegacao Lda. | Luanda | AOA | $49.00^{1}$ |
| NileDutch Congo Forwarding\&Logistics S.A. | Pointe-Noire | $\times$ AF | $75.00^{4}$ |
| OISP Holding Limited | Dubai | USD | 100.00 |
| Simba Africa Maritime (Pty) Ltd | Durban | ZAR | 100.00 |
| United Arab Shipping Company for Maritime Services LLC | Baghdad | IQD | 100.00 |
| United Arab Shipping Company Ltd. | Dubai | USD | 100.00 |
| North America | | | |
| Florida Vessel Management LLC | Wilmington | USD | 75.00 |
| Hapag-Lloyd (America) LLC | Wilmington | USD | 100.00 |
| Hapag-Lloyd (Canada) Inc. | Montreal | CAD | 100.00 |
| Hapag-Lloyd USA LLC | Wilmington | USD | 100.00 |
| Latin America | | | |
| Agencias Grupo CSAV Mexico S.A. de C.V. | Mexico City | MXN | 100.00 |
| Andes Operador Multimodal Ltda. | São Paulo | BRL | 100.00 |
| Compañía Libra de Navegación (Uruguay) S.A. | Montevideo | UYU | 100.00 |
| CSAV Austral SpA | Santiago de Chile | USD | 49.00 |
| CSAV Ships S.A. | Panama City | USD | 100.00 |
| Hapag-Lloyd (Peru) S.A.C. | Lima | USD | 100.00 |
| Hapag-Lloyd Argentina S.R.L. | Buenos Aires | ARS | 100.00 |
| Hapag-Lloyd Bolivia S.R.L. | Santa Cruz de la Sierra | BOB | 100.00 |
| Hapag-Lloyd Chile SpA | Santiago de Chile | USD | 100.00 |
| Hapag-Lloyd Colombia Ltda. | Bogotá | COP | 100.00 |
| Hapag-Lloyd Costa Rica S.A. | San José | CRC | 100.00 |
| Hapag-Lloyd Ecuador S.A. | Guayaquil | USD | 100.00 |
| Hapag-Lloyd Guatemala S.A. | City | GTQ | 100.00 |
| Hapag-Lloyd Mexico S.A. de C.V. | Mexico City | MXN | 100.00 |
| Hapag-Lloyd Quality Service Center Bogotá S.A.S. | Bogotá | COP | 100.00 |
| Hapag-Lloyd Uruguay S.A. | Montevideo | UYU | 100.00 |
| Hapag-Lloyd Venezuela C.A. | Caracas | VEF | 100.00 |
| Libra Serviços de Navegação Limitada | São Paulo | BRL | 100.00 |
| Norasia Alya S.A. | Panama City | USD | 100.00 |
| Rahue Investment Co. S.A. | Panama City | USD | 100.00 |

| Name of the company | Registered office | Currency unit <br> (CU) | Shareholding in \% |
| :--: | :--: | :--: | :--: |
| Other | | | |
| Aenaos Container Carrier S.A. | Majuro | USD | 100.00 |
| Al Jowf Ltd. | Valletta | USD | 100.00 |
| Al Qibla Ltd. | Valletta | USD | 100.00 |
| Aristos Container Carrier S.A. | Majuro | USD | 100.00 |
| Empros Container Carrier S.A. | Majuro | USD | 100.00 |
| Terminal \& Infrastructure | | | |
| CMR Container Maintenance Repair Hamburg GmbH | Hamburg | EUR | 100.00 |
| COSEM S.A. | Valparaiso | CLP | 100.00 |
| Florida International Terminal LLC | Miami | USD | 70.00 |
| Hanseatic Global Terminals Rotterdam Depot B.V. | Rotterdam | EUR | 100.00 |
| Hapag-Lloyd Damietta GmbH | Hamburg | EUR | 100.00 |
| HL Terminal Holding B.V. | Rotterdam | EUR | 100.00 |
| HL Terminals GmbH | Hamburg | EUR | 100.00 |
| HLTH Holding Chile Uno SpA | Santiago de Chile | USD | 100.00 |
| HLTH Holding Chile Dos SpA | Santiago de Chile | USD | 100.00 |
| Inarpi S.A. | Guayaquil | USD | 100.00 |
| Inversiones San Marco Ltda | Santiago de Chile | CLP | 100.00 |
| Iquique Terminal Internacional S.A. | Iquique | CLP | 100.00 |
| Lighthouse (Italy) S.r.l. | Milan | EUR | 100.00 |
| Middle East Container Repair Company LLC | Dubai | AED | $49.00^{2}$ |
| Muellaje ITI S.A. | Iquique | CLP | 100.00 |
| SAAM Extraportuarios S.A. | Valparaiso | CLP | 100.00 |
| SAAM Florida Inc. | Miami | USD | 100.00 |
| SAAM Logistics S.A. | Santiago de Chile | CLP | 100.00 |
| SAAM Operadora de Puertos Empresa de Estiba y Desestiba Costa Rica S.A. | San José | CRC | 100.00 |
| SAAM Ports S.A. | Santiago de Chile | CLP | 100.00 |
| SAAM Puertos S.A. | Valparaiso | CLP | 100.00 |
| SEPSA S.A. | Valparaiso | CLP | 100.00 |
| Sociedad Portuaria de Caldera (SPC) S.A. | Caldera - <br> Puntarenas | CRC | 51.00 |
| Sociedad Portuaria Granelera de Caldera (SPGC) S.A. | Caldera - <br> Puntarenas | CRC | 51.00 |
| Terminal El Colorado S.A. | Iquique | CLP | 100.00 |
| Terminal Las Golondrinas S.A. | Valparaiso | CLP | 100.00 |
| Terminal Marítima de Mazatlán S.A. de C.V | Mexico City | MAN | 100.00 |
| TPG Transportes S.A. | Guayaquil | CLP | 100.00 |

| Name of the company | Registered office | Currency unit (CU) | Shareholding in \% |
| :--: | :--: | :--: | :--: |
| Joint Venture | | | |
| Liner Shipping | | | |
| Consorcio Naviero Peruano S.A. | Lima | USD | $47.93^{a}$ |
| Norcoast Logistica S.A. | São Paulo | BRL | 50.00 |
| Terminal \& Infrastructure | | | |
| Damietta Alliance Container Terminals S.A.E. | Damietta | USD | 39.00 |
| EUROGATE Container Terminal Wilhelmshaven GmbH\&Co. KG | Wilhelmshaven | EUR | 30.00 |
| Inmobiliaria Sepbio Ltda | Talcahuano | CLP | 50.00 |
| J M Baxi Ports\&Logistics Private Limited | Mumbai | INR | 48.00 |
| Muellaje del Maipo S.A. | San Antonio | USD | 50.00 |
| Portuaria Corral S.A. | Santiago de Chile | CLP | 50.00 |
| Rail Terminal Wilhelmshaven GmbH | Wilhelmshaven | EUR | 50.00 |
| San Antonio Terminal Internacional S.A. | San Antonio | CLP | 50.00 |
| San Vicente Terminal Internacional S.A. | Talcahuano | USD | 50.00 |
| Servicios Portuarios y Extraportuarios Bio Bio Ltda | Talcahuano | CLP | 50.00 |
| Texas Stevedoring Services LLC | Wilmington | USD | 50.00 |
| Transportes Fluviales Corral S.A. | Santiago de Chile | CLP | 50.00 |
| Associated companies | | | |
| Liner Shipping | | | |
| EA Technologies FZCO | Dubai | AED | 68.85 |
| Hapag-Lloyd Lanka (Private) Ltd. | Colombo | LKR | 40.00 |
| Terminal \& Infrastructure | | | |
| Antofagasta Terminal Internacional S.A. | Antofagasta | CLP | 35.00 |
| Djibouti Container Services FZCO | Djibouti | DJF | $38.89^{a}$ |
| HHLA Container Terminal Altenwerder GmbH | Hamburg | EUR | 25.10 |
| Puerto Buenavista S.A. | Cartagena | COP | 33.33 |
| Spinelli S.r.l. | Genoa | EUR | 49.00 |
| Affiliated non-consolidated companies | | | |
| Brunswick Investment Co. Inc. | Nassau | USD | 100.00 |
| EUROGATE Container Terminal Wilhelmshaven | | | |
| Beteiligungsgesellschaft mbH | Wilhelmshaven | EUR | 30.00 |
| Hamburg-Amerikanische-Packetfahrt-Gesellschaft mbH | Hamburg | EUR | 100.00 |
| Hapag-Lloyd Container (No. 3) Ltd. | Barking | EUR | 100.00 |
| Hapag-Lloyd Ships (No. 2) Ltd. | Barking | EUR | 100.00 |
| Hapag-Lloyd Ships Ltd. | Barking | EUR | 100.00 |
| HLAG Vessel Holding Limited | Valletta | EUR | 100.00 |
| Huil 1794 Co. Ltd. | Majuro | USD | 100.00 |

| Name of the company | Registered office | Currency unit <br> (CU) | Shareholding in \% |
| :--: | :--: | :--: | :--: |
| Hull 2082 Co. Ltd. | Majuro | USD | 100.00 |
| Norddeutscher Lloyd GmbH | Bremen | EUR | 100.00 |
| Servicios de Procesamiento Naviero S.R.L. i.L. | Montevideo | USD | 100.00 |
| UASC Holding (Thailand) Ltd. | Bangkok | THB | 49.95 |
| UASC Vessel Holding Limited | Valletta | EUR | 100.00 |
| UASAC Uruguay (S.A.) | Montevideo | UYU | 94.00 |
| United Arab Shipping Agency Co. (Egypt) S.A.E. | Alexandria | EGP | $49.00^{1}$ |
| United Arab Shipping Agency Company (Thailand) Ltd. | Bangkok | THB | 49.00 |
| United Arab Shipping Agency Company (Vietnam) Ltd. | Ho Chi Minh City | VND | 100.00 |

1 A further 51.00\% is held by a trustee on behalf of the Hapag-Lloyd Group.
2 A further $5.64 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
${ }^{3}$ A further $2.19 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
${ }^{4}$ A further $33.50 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
${ }^{5}$ A further $2.07 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
6 A further $10.00 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
${ }^{7}$ A further $30.00 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
8 A further $25.00 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
9 A further $60.00 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.
${ }^{10}$ A further $75.00 \%$ is held by a trustee on behalf of the Hapag-Lloyd Group.

Hamburg, 26 February 2025

# Hapag-Lloyd Aktiengesellschaft

Executive Board

Rolf Habben Jansen

# RESPONSIBILITY STATEMENT PURSUANT TO SECTION 297 (2) AND SECTION 315 (1) OF THE GERMAN COMMERCIAL CODE (HGB)

We confirm that, to the best of our knowledge and in accordance with the applicable accounting principles, the consolidated financial statements of Hapag-Lloyd AG give a true and fair view of the net asset, financial and earnings position of the Group and that the combined management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group.

Hamburg, 26 February 2025

## Hapag-Lloyd Aktiengesellschaft

Executive Board

Rolf Habben Jansen

# INDEPENDENT AUDITOR'S REPORT

To Hapag-Lloyd Aktiengesellschaft, Hamburg

## REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND OF THE COMBINED MANAGEMENT REPORT

## Opinions

We have audited the consolidated financial statements of Hapag-Lloyd Aktiengesellschaft, Hamburg, and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2024, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from 1 January to 31 December 2024 and notes to the consolidated financial statements, including significant information on the accounting policies. In addition, we have audited the management report of Hapag-Lloyd Aktiengesellschaft and the Group (hereinafter referred to as the "combined management report") for the financial year from 1 January to 31 December 2024. In accordance with German legal requirements, we have not audited the content of those components of the combined management report specified 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 IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) (hereinafter referred to as "IFRS Accounting Standards") as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e (1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at 31 December 2024 and of its financial performance for the financial year from 1 January to 31 December 2024, and
- the accompanying combined management report as a whole provides an appropriate view of the Group's position. In all material respects, this combined management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the combined management report does not cover the content of those components of the combined management report specified in the "Other Information" section of the auditor's report.

Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the combined management report.

# Basis for the Opinions

We conducted our audit of the consolidated financial statements and of the combined management report in accordance with Section 317 HGB and the EU Audit Regulation No 537/2014 (referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined 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)(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 evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the consolidated financial statements and on the combined management report.

## Key Audit Matters in the Audit of the Consolidated Financial Statements

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the financial year from 1 January to 31 December 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

## Accounting for unfinished voyages

For further information on the accounting policies applied, please refer to the disclosures in the notes to the consolidated financial statements under "Fundamental accounting principles - Realisation of income and expense" and "Notes to the consolidated income statement - (1) Revenue".

## THE FINANCIAL STATEMENT RISK

Revenue for unfinished voyages is recognised by Hapag-Lloyd by reference to the voyage progress at the reporting date. In determining voyage progress, the ratio of expenses incurred up to the reporting date to the expected total expenses per voyage is relevant. Determining the transport costs incurred in connection with the voyages unfinished as at the reporting date and the margins underlying revenue recognition is a highly complex process.

There is the risk for the financial statements that revenue for unfinished voyages is not accurately recognised in respect of the cut-off reporting date.

# OUR AUDIT APPROACH

We assessed the design, implementation and effectiveness of the controls that are to ensure accurate recognition cut-off of revenue as at the reporting date. We assessed the accounting policies applied by Hapag-Lloyd for revenue recognition in terms of their compliance with the requirements of IFRS 15. In addition, we assessed whether the policies defined by Hapag-Lloyd for recognition cut-off are appropriately structured to ensure the recognition of revenue on an accrual basis. We assessed the reliability of the analyses from the accounting system on an accrual basis by examining representative samples of the underlying documents and the actual voyage data. We assessed the method of calculating the margins for revenue recognition and the required cut-off procedures at the reporting date and inspected the model for computational accuracy.

## OUR OBSERVATIONS

Hapag-Lloyd's approach with respect to revenue recognition cut-off is appropriate.

Recoverability of goodwill for the "Liner Shipping" cash-generating unit For further information on the accounting policies applied, please refer to the disclosures in the notes to the consolidated financial statements in the 'Impairment testing' section and the disclosures on the judgements made by management in the section on 'Application of judgements and estimates'. Disclosures on the amount of goodwill and the key assumptions used for the estimate of the recoverable amount are to be found in the notes to the consolidated financial statements in the section "Notes to the consolidated statement of financial position - (10) Intangible assets".

## THE FINANCIAL STATEMENT RISK

Goodwill amounted to EUR 2,057.1 million as at 31 December 2024.

Goodwill is tested once a year at the level of the "Liner Shipping" cash-generating unit for impairment without specific cause. If impairment triggers arise during the year, an ad hoc/indica-tor-based goodwill impairment test is also performed during the year. For goodwill impairment testing, the carrying amount is compared with the recoverable amount of the cash-generating unit. If the carrying amount exceeds the recoverable amount, an impairment loss is recognised. The recoverable amount is the higher amount of fair value less costs to sell and value in use of the cash-generating unit. The recoverable amount was determined based on the value in use. The cut-off date for impairment testing is 31 December 2024.

Impairment testing of goodwill is complex and based on a number of assumptions requiring judgement. These include the expected business and earnings performance of the cash-generating unit, in particular the assumed EBIT margin in the terminal value as well as the growth rate of revenue in the terminal value and the free cash flows in the terminal value derived therefrom as well as the weighted average cost of capital used.

As a result of the performed impairment testing, Hapag-Lloyd AG did not identify any need to recognise an impairment loss.

There is the risk for the financial statements that impairment existing as of the reporting date was not identified. There is also the risk that the related disclosures in the notes to the consolidated financial statements are not appropriate.

# OUR AUDIT APPROACH

With the support of our valuation specialists, we assessed, among other things, the appropriateness of the key assumptions as well as the Company's valuation models. For this purpose we discussed the expected business and earnings performance, in particular the assumed EBIT margin in the terminal value and the growth rate of revenue in the terminal value as the base for free cash flows in the terminal value with those responsible for planning. In addition, we reconciled the projected business and earnings performance with the management planning prepared by the Executive Board and approved by the Supervisory Board. We also evaluated the consistency of the assumptions with external market assessments.

We also confirmed the accuracy of the Company's previous forecasts by comparing the budgets of previous financial years with actual results and by analysing deviations. We compared the assumptions and data underlying the weighted average cost of capital - in particular the risk-free rate, the market risk premium and the beta factor - with our own assumptions and publicly available information.

To assess the methodically and mathematically correct implementation of the valuation method, we verified the Company's valuation using our own calculations and analysed deviations.

In order to take forecast uncertainty into account, we examined the impact of potential changes in the EBIT margin in the terminal value and the growth rates of revenue in the terminal value as the base for free cash flows in the terminal value as well as the weighted average cost of capital in the terminal value on the value in use by calculating alternative scenarios and comparing these with the values stated by the Company (sensitivity analysis).

Finally, we assessed whether the disclosures in the notes to the consolidated financial statements regarding the impairment of goodwill are appropriate. This also included an assessment of the appropriateness of disclosures in the notes to the consolidated financial statements in accordance with IAS 36.134(f) on sensitivity in the event of a reasonably possible change in key assumptions used for measurement.

## OUR OBSERVATIONS

The underlying valuation models used for the impairment testing of goodwill are appropriate and consistent with the applicable accounting principles. The assumptions and data used by the Company for measurement are reasonable. The related disclosures in the notes to the consolidated financial statements are appropriate.

# Finalisation of the accounting treatment of acquired entities SAAM Ports S.A. and SAAM Logistics S.A.

For further information on the accounting policies applied, please refer to the section on accounting policies in the notes to the consolidated financial statements. Information on the finalisation of the accounting treatment of acquired entities SAAM Ports S.A. and SAAM Logistics S.A. can be found in the notes to the consolidated financial statements in the section on adjustments during the measurement period.

## THE FINANCIAL STATEMENT RISK

The acquisition accounting of Chilean companies SAAM Ports S.A. and SAAM Logistics S.A. acquired on 1 August 2023 as well as the related real estate portfolio (collectively referred to as "SAAM terminals") was not yet completed as at 31 December 2023 on account of the high complexity. The fair values of the acquired assets and assumed liabilities, as well as corresponding deferred tax liabilities, were retroactively adjusted in the reporting year. Overall, these adjustments led to goodwill increasing by EUR 68.5 million from EUR 191.9 million to EUR 260.4 million.

The identifiable assets acquired and liabilities assumed at the acquisition date are generally recognised at fair value in accordance with IFRS 3. Hapag-Lloyd AG engaged an external expert to identify and measure the assets acquired and the liabilities assumed.

The identification and measurement of assets acquired and liabilities assumed is complex and based on assumptions of the Executive Board that require judgement. The key assumptions concern especially the sales planning and margin development of the acquired terminals as well as the cost of capital as key assumptions for measuring significant intangible assets recognised in the form of service concessions and customer relationships, as well as the entities accounted for using the equity method. The terms of the terminal concessions represent key data for measuring the aforementioned acquired assets. In addition, the contributory asset charges constitute further significant assumptions for the measurement of customer relationships.

There is the risk for the consolidated financial statements that the assets acquired and liabilities assumed are identified improperly or measured inaccurately as well as the risk that the value adjustments are incorrectly determined. In addition, there is the risk that the disclosures in the notes to the consolidated financial statements are not complete and appropriate.

## OUR AUDIT APPROACH

With the involvement of our valuation experts, we also assessed the appropriateness of significant assumptions and data, as well as the identification and valuation methods used. For this purpose, we first gained an understanding of the acquisition by inquiries of employees of Finance and by evaluating the relevant agreements.

A key basis for our assessment were the valuation reports of the independent expert engaged by Hapag-Lloyd.

We assessed the competence, professional skills and impartiality of the independent expert engaged by Hapag-Lloyd AG.

Furthermore, we assessed the process for identifying the assets and liabilities in terms of compliance with the requirements of IFRS 3 based on our knowledge of the business model of the SAAM terminals.

We investigated the valuation methods used for their compliance with the accounting policies.

We discussed projected revenue and margin development with those responsible for planning. Furthermore, we reconciled these with the business plan prepared by management. We analysed the central planning assumptions in consideration of macroeconomic assumptions and competition analyses on the basis of analyst estimates.

We compared the assumptions and data underlying the cost of capital, in particular the risk-free rate, the market risk premium and the beta coefficient, with our own assumptions and publicly available data.

We reconciled the terms of the terminal concessions with the underlying agreements. We checked the computational accuracy of the estimated contributory asset charges and compared them with the calculated values.

To assess computational accuracy, we verified selected calculations based on risk criteria. Finally, we assessed whether the disclosures in the notes on the adjustments made in the measurement period on account of finalising the acquisition consolidation of the SAAM terminals are complete and appropriate.

# OUR CONCLUSIONS

The approach used for identifying and measuring the assets acquired and liabilities assumed is appropriate and in line with the accounting policies to be applied. The key assumptions and data are appropriate and they are completely and properly presented in the notes to the consolidated financial statements.

## Other Information

The Executive Board and/or the Supervisory Board are/is responsible for the other information. The other information comprises the following components of the combined management report, whose content was not audited:

- the Company's and Group's sustainability statement, including the non-financial statement contained therein, which is included in a separate section of the combined management report, and
- the combined corporate governance statement for the Company and Group, which is included in a separate section of the combined management report.

The other information also includes the remaining parts of the annual report. The other information does not include the consolidated financial statements, the combined management report information audited for content and our auditor's report thereon.

Our opinions on the consolidated financial statements and on the combined management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

- is materially inconsistent with the consolidated financial statements, with the combined management report information audited for content or our knowledge obtained in the audit, or
- otherwise appears to be materially misstated.

# Responsibilities of the Executive Board and the Supervisory Board for the Consolidated Financial Statements and the Combined Management Report

The Executive Board is responsible for the preparation of consolidated financial statements that comply, in all material respects, with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, the Executive Board is responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.

In preparing the consolidated financial statements, the Executive Board is 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 there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the Executive Board is responsible for the preparation of the combined management report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the Executive Board is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a combined management 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 combined 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 combined management report.

# Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of 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 opinions on the consolidated financial statements and on the combined management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 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 combined management report.

We exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the consolidated financial statements and of the combined management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
- Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control or of these arrangements and measures.
- Evaluate the appropriateness of accounting policies used by the Executive Board and the reasonableness of estimates made by the Executive Board and related disclosures.
- Conclude on the appropriateness of the Executive Board's use of the going concern 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 combined management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.

- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present 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 IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB.
- Plan and perform the audit of the consolidated financial statements to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business segments within the Group to provide a basis for our opinions on the consolidated financial statements and on the combined management report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions.
- Evaluate the consistency of the combined management report with the consolidated financial statements, its conformity with [German] law, and the view of the Group's position it provides.
- Perform audit procedures on the prospective information presented by the Executive Board in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Executive Board 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 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, the actions taken or safeguards applied to eliminate independence threats.

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 Combined Management Report Prepared for Publication Purposes in Accordance with Section 317 (3a) HGB

We have performed assurance work in accordance with Section 317 (3a) HGB to obtain reasonable assurance about whether the rendering of the consolidated financial statements and the combined management report (hereinafter the "ESEF documents") contained in the electronic file "hapaglloydag-2024-12-31-de.zip" (SHA 256-Hashwert: 9dff99f5cc66305d4b78041b8d63dc c84f1a9aac0f85b72b71b7cbfc29f7c0ab) made available and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial statements and the combined management report into the ESEF format and therefore relates neither to the information contained in these renderings nor to any other information contained in the file identified above.

In our opinion, the rendering of the consolidated financial statements and the combined management report contained in the electronic file made available, identified above and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinion on the accompanying consolidated financial statements and the accompanying combined management report for the financial year from 1 January to 31 December 2024, contained in the "Report on the Audit of the Consolidated Financial Statements and the Combined Management Report" above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the file identified above.

We conducted our assurance work on the rendering of the consolidated financial statements and the combined management report contained in the file made available and identified above in accordance with Section 317 (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 Section 317 (3a) HGB (IDW AsS 410 (06.2022)). Our responsibility in accordance therewith is further described below. Our audit firm applies the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QMS 1 (09.2022)).

The Company's Executive Board is responsible for the preparation of the ESEF documents including the electronic rendering of the consolidated financial statements and the combined management report in accordance with Section 328 (1) sentence 4 item 1 HGB and for the tagging of the consolidated financial statements in accordance with Section 328 (1) sentence 4 item 2 HGB.

In addition, the Company's Executive Board is responsible for such internal control that they have considered necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format.

The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the financial reporting process.

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. We exercise professional judgement and maintain professional scepticism throughout the assurance work. We also:

- Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance opinion.
- Obtain an understanding of internal control relevant to the assurance on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but 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 file made available containing the ESEF documents meets the requirements of the Commission Delegated Regulation 2019/815, as amended as at the reporting date, 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 the audited combined management report.
- Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Articles 4 and 6 of the Commission Delegated Regulation (EU) 2019/815, as amended as at the reporting date, enables an appropriate and complete machine-readable XBRL copy of the XHTML rendering.

# Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as auditor of the consolidated financial statements at the Annual General Meeting on 30 April 2024. We were engaged by the chair of the Audit and Financial Committee of the Supervisory Board on 13 August 2024. We have been the auditor of the consolidated financial statements of Hapag-Lloyd Aktiengesellschaft without interruption since financial year 2010, of this period ten financial years during which the Company fulfilled without interruption the definition of a public interest entity as defined by Section 316a sentence 2. Hapag-Lloyd Aktiengesellschaft.

We declare that the opinions expressed in this auditor's report are consistent with the additional report to the Audit Committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

# OTHER MATTER - USE OF THE AUDITOR'S REPORT

Our auditor's report must always be read together with the audited consolidated financial statements and the audited combined management report as well as the examined ESEF documents. The consolidated financial statements and combined management report converted to the ESEF format - including the versions to be entered in the German Company Register (Unternehmensregister) - are merely electronic renderings of the audited consolidated financial statements and the audited combined management report and do not take their place. In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the examined ESEF documents made available in electronic form.

## GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT

The German Public Auditor responsible for the engagement is Andreas Modder

Hamburg, 7 March 2025

KPMG AG
Wirtschaftsprüfungsgesellschaft

Modder
German Public Auditor

Lippmann
German Public Auditor

# ASSURANCE REPORT

To Hapag-Lloyd Aktiengesellschaft, Hamburg

## ASSURANCE REPORT OF THE INDEPENDENT GERMAN PUBLIC AUDITOR ON A LIMITED ASSURANCE ENGAGEMENT IN RELATION TO THE CONSOLIDATED SUSTAINABILITY STATEMENT ${ }^{1}$

## Assurance Conclusion

We have conducted a limited assurance engagement on the Consolidated Sustainability Statement, included in section Sustainability Statement of the combined management report, of Hapag-Lloyd Aktiengesellschaft for the financial year from January 1st to December 31st 2024. The Consolidated Sustainability Statement was prepared to fulfil the requirements of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 (Corporate Sustainability Reporting Directive, CSRD) and Article 8 of Regulation (EU) 2020/852 as well as Sections 315b and 315c of the HGB [Handelsgesetzbuch: German Commercial Code] for a consolidated non-financial statement and Sections $\S \S 289$ b to 289e of the HGB for a non-financial statement of the company.

Based on the procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the accompanying Consolidated Sustainability Statement is not prepared, in all material respects, in accordance with the requirements of the CSRD and Article 8 of Regulation (EU) 2020/852, Sections 315b and 315c HGB for a consolidated non-financial statement, Sections $\S \S 289$ b to 289e of the HGB for a non-financial statement of the company and the supplementary criteria presented by the executive directors of the Company. This assurance conclusion includes that nothing has come to our attention that causes us to believe that:

- the accompanying Consolidated Sustainability Statement does not comply, in all material respects, with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the entity to identify information to be included in the Consolidated Sustainability Statement (the materiality assessment) is not, in all material respects, in accordance with the description set out in section 1.10 Description of the processes to identify and assess material impacts, risks and opportunities (IRO-1) of the Consolidated Sustainability Statement, or
- the disclosures in 2.1. Consolidated disclosures pursuant to Article 8 of the taxonomy regulation of the Consolidated Sustainability Statement do not comply, in all material respects, with Article 8 of Regulation (EU) 2020/852.

## Basis for the Assurance Conclusion

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 International Auditing and Assurance Standards Board (IAASB).

[^0]
[^0]: 1 The English language text below is a translation provided for information purposes only. The original German text shall prevail in the event of any discrepancies between the English translation and the German original. We do not accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may arise from the translation.

The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

Our responsibilities under ISAE 3000 (Revised) are further described in the section "German Public Auditor's Responsibilities for the Assurance Engagement on the Consolidated Sustainability Statement".

We are independent of the entity 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. Our audit firm has applied the requirements for a system of quality control as set forth in the IDW Quality Management Standard issued by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW): Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)) and International Standard on Quality Management (ISQM) 1 issued by the IAASB. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our assurance conclusion.

Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Sustainability Statement

The executive directors are responsible for the preparation of the Consolidated Sustainability Statement in accordance with the requirements of the CSRD and the applicable German legal and other European requirements as well as with the supplementary criteria presented by the executive directors of the Company and for designing, implementing and maintaining such internal control that they have considered necessary to enable the preparation of a Consolidated Sustainability Statement in accordance with these requirements that is free from material misstatement, whether due to fraud (i. e., fraudulent sustainability reporting in the Consolidated Sustainability Statement) or error.

This responsibility of the executive directors includes establishing and maintaining the materiality assessment process, selecting and applying appropriate reporting policies for preparing the Consolidated Sustainability Statement, as well as making assumptions and estimates and ascertaining forward-looking information for individual sustainability-related disclosures.

The Supervisory Board is responsible for overseeing the process for the preparation of the Consolidated Sustainability Statement.

# Inherent Limitations in Preparing the Consolidated Sustainability Statement

The CSRD and the applicable German legal and other European requirements contain wording and terms that are subject to considerable interpretation uncertainties and for which no authoritative, comprehensive interpretations have yet been published. As such wording and terms may be interpreted differently by regulators or courts, the legality of measurements or evaluations of sustainability matters based on these interpretations is uncertain. As further set forth in the Consolidated Sustainability Statement, the quantification of the non-financial performance indicators is also subject to inherent uncertainties.

These inherent limitations also affect the assurance engagement on the Consolidated Sustainability Statement.

# German Public Auditor's Responsibilities for the Assurance Engagement on the Consolidated Sustainability Statement

Our objective is to express a limited assurance conclusion, based on the assurance engagement we have conducted, on whether any matters have come to our attention that cause us to believe that the Consolidated Sustainability Statement has not been prepared, in all material respects, in accordance with the CSRD, the applicable German legal and other European requirements and the supplementary criteria presented by the company's executive directors, and to issue an assurance report that includes our assurance conclusion on the Consolidated Sustainability Statement.

As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judgment and maintain professional skepticism. We also:

- obtain an understanding of the process used to prepare the Consolidated Sustainability Statement, including the materiality assessment process carried out by the entity to identify the disclosures to be reported in the Consolidated Sustainability Statement.
- identify disclosures where a material misstatement due to fraud or error is likely to arise, design and perform procedures to address these disclosures and obtain limited assurance to support the assurance conclusion. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. In addition, the risk of not detecting a material misstatement in information obtained from sources not within the entity's control (value chain information) is ordinarily higher than the risk of not detecting a material misstatement in information obtained from sources within the entity's control, as both the entity's executive directors I and we as practitioners are ordinarily subject to restrictions on direct access to the sources of the value chain information.
- consider the forward-looking information, including the appropriateness of the underlying assumptions. There is a substantial unavoidable risk that future events will differ materially from the forward-looking information.

## Summary of the Procedures Performed by the German Public Auditor

A limited assurance engagement involves the performance of procedures to obtain evidence about the sustainability information. The nature, timing and extent of the selected procedures are subject to our professional judgment.

In performing our limited assurance engagement, we:

- evaluated the suitability of the criteria as a whole presented by the executive directors in the Consolidated Sustainability Statement,
- inquired of the executive directors and relevant employees involved in the preparation of the Consolidated Sustainability Statement about the preparation process, including the materiality assessment process carried out by the entity to identify the disclosures to be reported in the Consolidated Sustainability Statement, and about the internal controls relating to this process,
- evaluated the reporting policies used by the executive directors to prepare the Consolidated Sustainability Statement,
- evaluated the reasonableness of the estimates and related information provided by the executive directors. If, in accordance with the ESRS, the executive directors estimate the value chain information to be reported for a case in which the executive directors are unable to obtain the information from the value chain despite making reasonable efforts, our assurance engagement is limited to evaluating whether the executive directors have undertaken these estimates in accordance with the ESRS and assessing the reasonableness of these estimates, but does not include identifying information in the value chain that the executive directors were unable to obtain,
- performed analytical procedures and made inquiries in relation to selected information in the Consolidated Sustainability Statement,
- conducted site visits,
- considered the presentation of the information in the Consolidated Sustainability Statement,
- considered the process for identifying taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Consolidated Sustainability Statement.

# Restriction of Use/Clause on General Engagement Term

This assurance report is solely addressed to Hapag-Lloyd Aktiengesellschaft.

The engagement, in the performance of which we have provided the services described above on behalf of Hapag-Lloyd Aktiengesellschaft, was carried out on the basis of the General Engagement Terms for Wirtschaftsprüferinnen, Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften (Allgemeine Auftragsbedingungen für Wirtschaftsprüferinnen, Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften) dated as of January 1, 2024 (www.kpmg.de/AAB_2024). By taking note of and using the information as contained in our report each recipient confirms to have taken note of the terms and conditions stipulated in the aforementioned General Engagement Terms (including the liability limitations specified in item No. 9 included therein) and acknowledges their validity in relation to us.

Hamburg, 7 March 2025

KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]

Andreas Modder
Wirtschaftsprüfer
[German Public Auditor]

Björn Knorr
Wirtschaftsprüfer
[German Public Auditor]

# FINANCIAL CALENDAR

30 APRIL 2025
Annual general meeting

14 MAY 2025
Publication of quarterly financial report Q1 2025

14 AUGUST 2025
Publication of half-year financial report H1 2025

13 NOVEMBER 2025
Publication of quarterly financial report 9M 2025

# IMPRINT

Hapag-Lloyd AG
Ballindamm 25
20095 Hamburg

## Investor Relations

Phone: +4940 3001-3705
E-Mail: ir@hlag.com

## Corporate Communications

Phone: +49 40 3001-2529
E-Mail: presse@hlag.com

## Consulting, concept and layout

Hapag-Lloyd Corporate Communications
Silvester Group, Hamburg
www.silvestergroup.com

www.hapag-lloyd.com
Im (ㄷ)