Investor Presentation

Preliminary Financials 2016 Hamburg, 28 February 2017

Disclaimer

Forward-looking Statements

This presentation contains forward-looking statements that involve a number of risks and uncertainties. Such statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. Actual results can differ materially from those anticipated in the Company's forward-looking statements as a result of a variety of factors, many of which are beyond the control of the Company, including those set forth from time to time in the Company's press releases and reports and those set forth from time to time in the Company's analyst calls and discussions. We do not assume any obligation to update the forwardlooking statements contained in this presentation.

This presentation does not constitute an offer to sell or a solicitation or offer to buy any securities of the Company, and no part of this presentation shall form the basis of or may be relied upon in connection with any offer or commitment whatsoever. This presentation is being presented solely for your information and is subject to change without notice.

All information on FY 2016 financials is preliminary and unaudited.

Opening remarks

01	Deliverables	 We continued to progress on our strategic initiatives and achieved a profit in H2 2016 (after a disappointing first half year with the low point in Q2)
02	Market Update	 The industry fundamentals are showing continuous signs of improvement  The sector is consolidating with Hapag-Lloyd proactively taking part
03	Hapag-Lloyd Performance	 We improved results in Q4 and achieved an operating profit of USD 140 m in 2016  We are delivering on our savings with top-tier unit costs (outperforming the sector)
04	UASC Merger	 Our merger with UASC is strategically and operationally highly attractive  Significant CAPEX savings and USD 435 m p.a. anticipated cost synergies
05	Way Forward	 Main focus going forward on completing the transaction with UASC, starting THE Alliance and quickly integrating the UASC business to further reduce costs

We continued to progress on our initiatives in 2016

The industry momentum is changing as guided by Hapag-Lloyd over the recent years

2017 comments in public domain in line with 2015 / 16 HL guidance

Consolidating industry	"The current wave of consolidation in the sector, with so far only 13 global carriers remaining - down from 20 last year - and the related reshuffling of alliances, would likely lead to improved capacity management"	"…which will create urgently needed concentration as TOP 5 in many cases will control ~70% of trades"
	Lloyd's Loading List, January 2017	BCA Investor Presentation, 2016
Re-shaping alliances	"The new shipping alliances taking effect in 2017 are looming large in the minds of shippers. This new year brings new vessel-sharing agreements into effect in April" Journal of Commerce, January 2017	"…new alliances create more stability, but it will take some time before things settle down" Investor Presentation, FY 2015
Freight rates recover	"Although overcapacity is expected to initially further increase, spot freight rates from China have recently shown a stronger than expected recovery [and] doubled from the trough in April" Lloyd's Loading List, January 2017	"Freight rates expected to recover in 2016" Investor Presentation, FY 2015
Orderbook depletes	"The very low number of new building orders was backed up by an all-time high of demolition capacity reducing the harmful effects of new ships being delivered" Journal of Commerce, January 2017	"Vessel sizes are reaching their economic maximum, which will help reduce the orderbook going forward" Investor Presentation, FY 2015
High scrapping	"The increased scrapping of Panamax tonnage, driven by the opening of the enlarged Panama Canal, also helped reduce the number of jobless vessels above 3,000 TEUs" Alphaliner, January 2017	"Scrapping is increasing (with Panama Canal expansion)" Investor Presentation, H1 2015

Demand: Container shipping remains an industry with healthy growth and balanced trade dynamics

Container shipping volume and global GDP growth

Supply: Capacity growth is slowing (as a result of decreasing benefits of ever larger vessels)

H2 H1

Supply: Scrapping and idling help to further reduce effective supply growth

… keeping net capacity growth low …

Net capacity growth 2017E

… slowly reducing supply / demand gap

Freight rates have started to recover ahead of CNY

Shanghai – Latin America (SCFI)

Comments

Further freight rate increases planned March 2017 by various carriers, e.g.:1)

Hapag-Lloyd: Asia– Latin America: USD 1050 / TEU – 15 March; Transpacific: USD 560 / TEU – 15 March

MSC: North Europe – Latin: USD 150 / TEU – 17 March; Mediterranean – North America: USD 200 / TEU – 19 March

OOCL: Asia – North America: USD 640 / TEU – 1 April

Market bunker price level increased in Q4 and beginning of 2017 compared to 9M 2016 which is also partially reflected in higher spot market rates

Gap between TOP 6 and the rest is widening rapidly

Current consolidation wave leads to higher concentrations

Carrier capacity [TEU m] and global capacity share [%]

Source: Drewry (Forecaster 4Q16), MDS Transmodal (January 2017, October 2013)

Note: Diagram assuming that all currently announced mergers (Hapag-Lloyd & UASC; NYK & MOL & K-Line, Maersk & Hamburg Süd) will receive regulatory approvals and are executed as announced. Simple sum of stand-alone operating capacity as of December 1, 2016.

Global capacity share [%]

On the back of consolidation, alliances have been re-shaped with start of operations in April 2017

THE Alliance position

Source: Alphaliner monthly (February 2017), Drewry (Forecaster 4Q16), MDS Transmodal (January 2017)

Strong partners in THE Alliance Strong partners in THE Alliance

THE Alliance covers all East-West trades

Comprehensive network of 32 services will connect more than 75 major ports

Binding agreement signed by all partners

Begin in April 2017
The initial period will be 5 years

Combined capacity of ~3.5m TEU or around 17% of world fleet – vessel pool of more than 240 ships

Yang Ming K-Line, MOL, NYK

Leading product characterized by

Fast transit times
Broad port coverage
Latest vessels

After Japanese JV2) we are three partners in THE Alliance3): Hapag-Lloyd

45%

16%

39%

1) 2M including Hamburg Süd 2) Subject to regulatory approvals and closing 3) Total operating capacity of THE alliance partners, not all to be deployed in alliance (Hapag-Lloyd including UASC)

We delivered on our defined initiatives

Tangible results and further upside

Transport volume in line with expectations, freight rates decreased and unit costs further optimized

Transport volume [TEU m] Freight rate [USD/TEU]

Transport expenses per TEU [USD/TEU]

Overall we achieved an operating profit in 2016

Hapag-Lloyd Preliminary Financials 2016

	Q1 2016	Q2 2016	Q3 2016	Q4 2016	FY 2016	FY 2015	∆%
Transport volume [TTEU]	1,811	1,892	1,947	1,949	7,599	7,401	+3%
Freight rate [USD/TEU]	1,067	1,019	1,027	1,033	1,036	1,225	-15%
Bunker price [USD/t]	178	182	224	257	210	312	-33%
Exchange rate [EUR/USD]	1.10	1.12	1.13	1.10	1.10	1.11	n/a
Revenue [USD m]	2,124	2,088	2,152	2,182	8,546	9,814	-13%
EBITDA [USD m]	136	83	206	246	671	922	-27%
EBITDA margin	6.4%	4.0%	9.6%	11.3%	7.9%	9.4%	-1.5ppt
EBIT [USD m]	5	-50	73	111	140	407	-66%
EBIT margin	0.2%	-2.4%	3.4%	5.1%	1.6%	4.1%	-2.5ppt

The effects of our further cost savings are clearly visible when looking at the relative performance

Note: For selected peers including terminals and other business if no liner figure available. Translation into USD based on average FX rates for individual periods.

Equity at USD 5.3 bn and liquidity reserve at USD 0.8 bn – Capital increase of USD 400 m post Closing

2016 5,342 2015 5,497

Solid liquidity position [USD m]

Strong equity base [USD m]

¹⁾ incl. Restricted Cash (USD 19.7 million booked as other assets)

Stable net debt [USD m]

UASC merger implications

1,048 Cash capital increase of USD 400 m (equivalent) to be executed within six months after closing (backstopped by certain core shareholders)
Strengthening of shareholder base with the new key shareholders Qatar Holding LLC and the Public Investment Fund of the Kingdom of Saudi Arabia
Value protection via guaranteed equity, cash and debt covenants (as of certain Relevant Dates)

Hapag-Lloyd optimized its maturity profile via debt capital markets at more attractive pricing levels

Bond coupon and maturity profile

On 18 Jan 2017 Hapag-Lloyd successfully priced a new bond of EUR 250 m due 2022 – on 7 Feb 2017 the company tapped the new bond by additional EUR 200 m at emission price of 102.375%
The proceeds are used to proactively refinance the outstanding 9.75% USD bond due 2017, partially redeem the 7.75% EUR bond due 2018 and for general corporate purposes (including further repayment of existing indebtedness)
The yield to maturity at issuance was 6.50%1) and thereby clearly below the existing bond pricings
Hapag-Lloyd was able to engage a high quality and diversified investor base in this new bond issuance

Hapag-Lloyd / UASC merger creates a top tier pure-play carrier

Combined Entity1) Corporate HQ Hamburg Dubai Hamburg Alliance membership G6 Ocean 3 THE Alliance Ships [#] 166 59 225 Capacity [TEU m] 1.0 0.6 1.5 Container [TEU m] 1.6 0.7 2.3 Scale Combination assures a top 5 position globally and on key trades in a consolidating market Network Further balancing of trade portfolio with leadership on Middle East Trades Synergies Access to young and fuel-efficient fleet with large share of ULCVs Sustainable market position without further shortterm fleet investments Fleet Significant value creation through expected runrate synergies of USD 435 m p.a. starting 2019 – c. 1/3 in 2017 already Partner Strong partner in light of ongoing alliance reshuffling Supportive core shareholders and capital market investors

1) Sum of stand-alone figures as of 31 December 2016 (rounding differences may occur)

At a glance Deal rationale

Scale: On important trades TOP 5 players now make up more than 70 % capacity share

TOP 5 concentration on individual trades (2013 versus 2017)

2013 2017 (incl. announced mergers)

Note: Diagram assuming that all currently announced mergers (Hapag-Lloyd & UASC; NYK & MOL & K-Line; Maersk & Hamburg Süd) will receive regulatory approvals and are executed as announced. Simple sum of stand-alone operating capacity as of February 2017.

Network: Balanced trade portfolio – More than any TOP 5 liner

Transport volume by trade, FY 2016 (indicative)

20% 3 5 0 % % Trade	16% 9 % TEU m	4% 13% 3 3 % % Trade2)	54% 2 2 % TEU m	17% 2 2 % Trade2)	27% 16% 5 % TEU m
	1.5 1.5 1.2 2.2 0.7 0.4	Atlantic Transpacific Far East Latin America Intra Asia EMAO	0.1 0.3 1.2 0.1 0.5 0.1	Atlantic Transpacific Far East Latin America Intra Asia EMAO
Hapag-Lloyd/UASC	7.6 Breakdown of capacity operated by trade3)	Total Maersk/HSDG	2.3 MSC	Total CMA CGM	COSCO

Hapag-Lloyd UASC1) Combined Entity1)

Breakdown of capacity operated by trade3)

Breakdown based on capacity deployed by individual carriers on direct services only. Excl. wayport capacity, transshipment services, slot exchange arrangements and cross-trade intra-alliance arrangements; numbers for Hapag-Lloyd based on exposure to global trades 4) Includes Middle East / ISC trades and idle fleet

Fleet: Access to young and fuel-efficient fleet with large share of ULCVs with no planned need to invest in next years

1) Weighted by carrier capacities

Synergies: Synergies of USD 435 m expected from 2019 onwards – Mainly in network and overhead

Synergy potential, full run-rate [USD m]

Partner: New core shareholders with strategic interest in the Combined Entity

Transaction overview

UASC shares contributed to Hapag-Lloyd in exchange for newly issued Hapag-Lloyd shares
Continued investment of sovereign wealth funds QIA and PIF highlight continued strategic importance of HL for the region
C. 39% of shareholders representing governmental bodies and interests
C. 37% of shareholders backed by wealthy entrepreneurs with focus on and long experience in logistics
Planned cash capital increase of USD 400 m 50/50 backstopped by incumbent and new key shareholders within six months post closing

Hapag-Lloyd with clearly defined financial policy

1) 50% backstopped by QH and PIF, 50% backstopped by CSAV and Kühne

Hapag-Lloyd shares with supportive tradings in recent months

Share trading

Hapag-Lloyd bonds continuously trade above par

Bonds trading

HL EUR 7.75% 2018 HL EUR 7.50% 2019 HL EUR 6.75% 2022

	EUR Bond 2022	EUR Bond 2019	EUR Bond 2018
Listing	Open market of the Luxembourg Stock Exchange (Euro MTF)
Volume	EUR 450 m	EUR 250 m	EUR 200 m1)
ISIN / WKN	XS1555576641 / A2E4V1	XS1144214993 / A13SNX	XS0974356262 / A1X3QY
Maturity Date	Feb 1, 2022	Oct 15, 2019	Oct 1, 2018
Redemption Price	as of Feb 1, 2019:103.375%; as of Feb 1, 2020:101.688%; as of Feb 1, 2021:100%	as of Oct 15, 2016:103.750%; as of Oct 15, 2017:101.875%; as of Oct 15, 2018:100%	as of Oct 1, 2015:103.875%; as of Oct 1, 2016:101.938%; as of Oct 1, 2017:100%
Coupon	6.75%	7.50%	7.75%

1) Partial redemption by nominal EUR 200 m on 9 March 2017

Henrik Schilling Senior Director Investor Relations Tel +49 40 3001-2896 Fax +49 40 3001-72896 [email protected] https://www.hapag-lloyd.com/en/ir.html