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It is proposed to the Annual General Meeting of Hamburger Hafen und Logistik Aktiengesellschaft on 10 June 2021 as item 2 on the agenda (Resolution on the use of the distributable profit) that a resolution be passed on a dividend for the A shares in the amount of € 0.45 per A share entitled to a dividend (“Profit Appropriation Resolution”).
As chosen by the A Shareholders, the dividend is to be paid (i) in cash only (“Cash Dividend”), or (ii) in a cash amount sufficient to pay their tax liability in respect of the dividend payment (applying a general estimate of 30 %) and in the form of shares in the Company for the remainder of the dividend (“Scrip Dividend”), or (iii) as Cash Dividend for part of the A Shareholder’s A shares and as Scrip Dividend for the other part of the A shares. The document containing information on the number and nature of the A Shares and a description of the reasons for and details of the offer, which, pursuant to Article 1 para. 4 lit. h), para. 5 subpara. 1 lit. g) of Regulation (EU) 2017/1129 (“Prospectus Regulation”), exempts the company from the obligation to publish a prospectus for the public offer and admission to trading (“Prospectus Exemption Document”), is available on Hamburger Hafen und Logistik Aktiengesellschaft’s website (www.hhla.de/scrip-dividend). The information provided hereafter is not a substitute for this document. It has been drawn up as a supplement to answer potential questions that our A Shareholders may have in connection with the option to receive dividends in the form of A Shares. Prior to any decision to invest, each prospective buyer should read the above-mentioned document and the other documents named in it with due care.
The following information will only remain valid if the administration of Hamburger Hafen und Logistik Aktiengesellschaft decides to execute the Scrip Dividend. If the managing directors and the supervisory board decide prior to the Annual General Meeting not to offer the Scrip Dividend, the dividend will be paid out in cash no later than 6 July 2021.
The subscription rights and the A Shares referred to herein have not been and will not be registered in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with the securities regulators of individual states or other territories of the United States of America. At no time may the subscription rights and new A shares be offered, sold, exercised, pledged or transferred, neither directly nor indirectly, to the or within the United States of America, except to Qualified Institutional Buyers (“QIBs”) as defined in Rule 144A of the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act or in such a transaction that is not covered by them, if it does not constitute a breach of applicable securities legislation in the individual states of the United States of America.
In this case, you do not need to do anything. You can expect to receive your dividend in cash on or around 6 July 2021.
In this case, you must notify your depository bank within the subscription period, expected to be from 11 June 2021 as of publication of the subscription offer in the Bundesanzeiger (Federal Gazette) (likely at around 1500 hours) to 28 June 2021 during normal working hours and by no later than 1800 hours CEST. Use the form “Declaration of Subscription and Assignment” provided for this purpose by your depository bank. If you choose a Scrip Dividend, in so doing you transfer part of your dividend claims in the amount of € 0.32 per A Shares (“Proportionate Dividend Entitlement”) to COMMERZBANK Aktiengesellschaft in its role as settlement agent, which in return transfers the new A Shares to you via your depository bank.
The subscription offer is expected to begin on 11 June 2021 as of its publication in the German Federal Gazette (Bundesanzeiger) (expected to be at 1500 hours).
Likely by no later than 28 June 2021 by 2400 hours CEST at the latest during the normal business hours of your depository bank. Please also pay attention to the deadline set by your depository bank. Hamburger Hafen und Logistik Aktiengesellschaft and Commerzbank as settlement agent have no influence over the deadlines set by the depository banks.
The subscription price is expected to be published in the German Federal Gazette (Bundesanzeiger) and on the website of Hamburger Hafen und Logistik Aktiengesellschaft, www.hhla.de/scrip-dividend, on the third last day of the subscription period, i.e. 25 June 2021 at about 1500 hours CEST.
Further, you can find a dividend calculator at www.hhla.de/scrip-dividend which you can use for individual calculations.
No, you do not need to exercise your choice uniformly for all your A Shares (even if they are held on a single securities account). You can instead exercise your choice freely to receive the dividend per A Share in cash or as a Scrip Dividend and therefore also to receive part of the A Shares you hold in cash and the other part as a Scrip Dividend. Please note that even when choosing the Scrip Dividend, per A Share only the Proportionate Dividend Entitlement can ever be contributed to receive new A Shares. A distribution in the amount of € 0.13 per A Share (“Base Dividend Entitlement”) always takes place, so as to deduct due withholding tax (plus solidarity surcharge and, as appropriate, church tax) from the full dividend entitlement of € 0.45 per A Share and pay it to the tax authorities. Any residual amount from the Base Dividend Entitlement not payable to the tax authorities will be paid out to you in cash.
No, the choice made with regard to the dividend is final.
No. Due to the fact that the Base Dividend Entitlement in the amount of € 0.13 per A Share is not open to your choice, you may only contribute the Proportionate Dividend Entitlement in the amount of € 0.32 per A Share to Hamburger Hafen und Logistik Aktiengesellschaft.
How many new A Shares you may receive depends on the subscription ratio and the subscription price. The Executive Board is expected to announce both figures on 25 June 2021. The calculation of these values is guided by the A Shares’ stock market price on the last three trading days before publication and is described in detail in the Prospectus Exemption Document.
Further, you can find a dividend calculator at www.hhla.de/scrip-dividend which you can use for individual calculations.
Hamburger Hafen und Logistik Aktiengesellschaft will reimburse the services of the depository banks with a payment of € 0.75 per depository client and an additional € 3.00 per depository client who opted for the dividend. Nevertheless, choosing a Scrip Dividend may also result in depository bank charges. Please consult your depository bank on this aspect. Hamburger Hafen und Logistik Aktiengesellschaft will not charge you any fees for this. For the settlement of subscription rights, COMMERZBANK Aktiengesellschaft, in its function as a settlement agent, will not charge an additional commission to A shareholders who elect to receive the Scrip Dividend.
You can obtain the form from your depository bank from the start of the subscription period, which is expected to be 11 June 2021, and must return it to your depository bank in accordance with its instructions.
Yes, if you sell your A Shares starting from the day after the Annual General Meeting, you will still receive your dividend or respectively you will still be able to choose to receive the dividend in new shares.
The existing A Shares will be listed “ex dividend” and hence also “ex subscription rights” on the stock exchanges starting from the day after the Annual General Meeting (11 June 2021). From this date, any sales of A Shares over the stock exchange are without dividend entitlements or subscription rights. Therefore, after settlement of the trade, they remain on your securities account under their separate ISIN.
You will find further information about the division of dividend entitlements from A Shares in the Prospectus Exemption Document.
The new A Shares will carry full dividend entitlements for the 2021 financial year. No distinction will be drawn between new and existing A Shares.
Due to the technical handling process, you will probably receive the new A Shares on 8 July 2021. You should receive what is referred to as the Residual Cash Dividend in cash on 6 July 2021. The Residual Cash Dividend occurs if the number of Proportionate Dividend Entitlements or parts of Proportionate Dividend Entitlements for which a dividend in new A Shares was chosen is insufficient in each case to receive a (further) full, new A Share; if this is the case, a cash payment is then made.
Yes. The admission of new A Shares of HHLA to trading on the regulated market of the Hamburg Stock Exchange and also on the Frankfurt Stock Exchange, where they are admitted to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard), is expected to occur on 6 July 2021. The new A Shares are expected to be listed on the regulated markets of the above-mentioned stock exchanges on 8 July 2021, when the new shares are included in the listing of existing shares.
The following statement does not claim to provide all the necessary information and is no substitute for consultation with a tax adviser.1
The dividend for the 2020 financial year will be paid in full from the distributable profit (and not from the equity account relevant for tax purposes) of HHLA. Pursuant to the Profit Appropriation Resolution, the dividend entitlement is subject to the full extent of dividend taxation irrespective of which option an A Shareholder chooses, meaning that withholding tax plus solidarity surcharge in the amount of 26.375 % and, as appropriate, church tax will be deducted and paid to the tax authorities.
Withholding tax including solidarity surcharge and, as appropriate, church tax will be covered by distribution of the Base Dividend Entitlement in cash in the amount of € 0.13 per A Share. Any differential amount will be credited to the A Shareholder’s account or the Base Dividend Entitlement will be fully credited to the A Shareholder’s account (e.g. if there is an exemption order).
Upon payment of the withholding tax plus solidarity surcharge and, where appropriate, church tax, taxation of the dividend is essentially complete, meaning there is essentially no further taxation and/or separate assessment of the dividend at A Shareholder level. Special cases may arise if the A Shareholder holds their interest in HHLA as a business asset or is not a domestic tax resident
1 The tax-related remarks cover standard cases in which a natural person with unlimited tax liability in Germany holds the A Shares as private assets for tax purposes, receives the dividend and does not submit an exemption or non-assessment certificate. A Shareholders should consult their tax advisors and legal advisors to inform themselves about the particular legal consequences which may occur based on their personal situation and applicable law.
This document is neither a prospectus nor does it constitute an offer to sell or the solicitation of an offer to purchase the A Shares or other securities of Hamburger Hafen und Logistik Aktiengesellschaft. The document which, pursuant to Article 1 para. 4 lit. h), para. 5 subpara. 1 lit. g) of the Prospectus Regulation, exempts the company from the obligation to publish a prospectus, is available on Hamburger Hafen und Logistik Aktiengesellschaft’s website (www.hhla.de/scrip-dividend) and updated on an ongoing basis.
The A Shares will be offered exclusively in Germany on the basis of the Prospectus Exemption Document.
This document is not an offer of securities for sale in the United States. The subscription rights and the A-Shares referred to herein are not, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act"). The subscription rights can only be exercised or the new A shares can only be offered or sold in accordance with an exception to the registration requirements of the Securities Act or in the context of a transaction that is not subject to the registration requirements of the Securities Act.
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