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Please find below important information regarding the Annual General Meeting of Hamburger Hafen und Logistik AG on Thursday, June 10, 2021 at 10:00 a.m., which, due to the ongoing COVID 19 pandemic, will be held as a virtual Annual General Meeting without the physical attendance of the shareholders or their proxies (with the exception of proxies designated by the company).
The virtual Annual General Meeting will be broadcast in audiovisual form for shareholders or their proxies via the Company's shareholder portal at the Internet address www.hhla.de/shareholderportal.
The holding of the Annual General Meeting 2021 as a virtual Annual General Meeting leads to modifications in the procedures for the Annual General Meeting and in the rights of shareholders. We therefore ask our shareholders to pay particular attention to the following information on registration, exercising voting rights and other shareholder rights in connection with the Annual General Meeting 2021.
These notes apply in addition to the information contained in the convocation of the Annual General Meeting of Hamburger Hafen und Logistik AG published in the Federal Gazette in April 2021.
The exercise of shareholder rights in connection with the Annual General Meeting in each case requires registration in due form and time. To this end, your registration must be received by us in text form (section 126b of the German Civil Code (BGB)) in German or English by Thursday, 3 June 2021 (24:00 CEST) at the latest via one of the following contact options (the registration addresses):
By mail:
Hamburger Hafen und Logistik Aktiengesellschaft
c/o HV AG
Jakob-Oswald-Straße 4
92289 Ursensollen, Germany
By fax: +49 (0) 9628 42707 51
By e-mail: eintrittskarte@anmeldung-hv.de
Via the shareholder portal: www.hhla.de/shareholderportal
To register, you can use the registration form sent to you together with the invitation. The shareholder portal is also available for this purpose.
Shareholders who wish to use the shareholder portal require their shareholder number and the corresponding access password. This information will be sent to you with the invitation to the Annual General Meeting. If you register or have already registered to receive the invitation to the Annual General Meeting electronically, you can also use the shareholder portal with the access password you assigned yourself during registration. When using the shareholder portal, the "Terms of use for the shareholder portal" apply, which are available at www.hhla.de/agm.
If you authorize an intermediary or an association or person of equivalent status pursuant to Section 135 (8) of the German Stock Corporation Act (AktG), this person will also register for the Annual General Meeting on your behalf. In this case, please do not send the corresponding power of attorney directly to Hamburger Hafen und Logistik AG, but directly to the intermediary or the association or person of equivalent status, in good time so that registration is possible by Thursday, June 3, 2021 (24:00 CEST). Please note that in the case of authorization of an intermediary or an association or person treated as equivalent pursuant to Art. 135 par. 8 AktG, as well as for revocation and proof of such authorization, the statutory provisions apply, in particular Art. 135 AktG. In such a case, you are requested to consult in good time with the person to be authorized regarding any regulations he may specify with regard to the authorization.
Registrations, postal votes, proxies and instructions always apply only to shares with the same shareholder number. If you have received several registration forms with different shareholder numbers, please register separately for each invitation or shareholder number. Please note that your registration and, if applicable, the power of attorney together with instructions or your postal vote must in any case be accompanied by a signature or other declaration within the meaning of Section 126b of the German Civil Code (BGB). In the case of several registered shareholders, this applies to all authorized persons (e.g. both spouses).
In accordance with statutory provisions (in particular section 67 (2) sentence 1 AktG) and the Company's Articles of Association, your shareholding as per the share register at the time of the Annual General Meeting is decisive for your entitlement to register and to exercise voting rights. For technical banking reasons, it may happen in exceptional cases that this holding does not correspond to your securities account data. Therefore, please compare your current shareholding according to the share register (printed on both sides of the registration form) with your securities account data. If required, please ask your custodian bank to add any missing shares to the share register.
Please also note that deletions and new entries in the share register will not take place on the day of the Annual General Meeting and in the last six days prior to the Annual General Meeting, i.e. from June 4, 2021 (inclusive) (so-called ban on new entries). Shares are not blocked by the registration and/or the ban on new entries; shareholders can therefore still dispose of their shares freely even after registration. Nevertheless, anyone purchasing shares whose application to be entered into the share register is received by the company after 3 June 2021 (“technical record date”) cannot exercise their attendance and voting rights under these shares without the appropriate proxy to exercise the shareholder rights (specifically, the voting rights). In this case, the shareholder rights remain with the shareholder registered in the share register until the new shareholder is registered. Buyers of company shares not yet entered in the share register are therefore requested to file a corresponding application in good time.
Physical attendance is not possible this year due to the virtual nature of the Annual General Meeting. However, shareholders or their proxies have the opportunity to follow the entire Annual General Meeting live on the internet in video and audio via the shareholder portal and to connect electronically to the Annual General Meeting, in particular to exercise their voting rights. Shareholders or proxies who merely wish to follow the Annual General Meeting on the internet without exercising any further rights only require the access data sent to them or assigned by themselves or, in the case of proxies, the access data of the respective proxy. In this case, registration is not required. However, for exercising further rights in connection with the Annual General Meeting, in particular voting rights, proper registration is required.
Provided you have duly registered for the Annual General Meeting, you can exercise your shareholder rights in connection with the Annual General Meeting, in particular your voting rights, as follows::
Shareholders have the opportunity to cast their votes by postal vote. Postal voting is also available to proxies (including proxies of intermediaries and institutions or persons with the same rights as intermediaries under Section 135 (8) AktG).
Postal voting can take place at the same time as registration either by using the form enclosed with the invitation to the Annual General Meeting or as electronic postal voting using the shareholder portal. The form can also be downloaded from www.hhla.de/agm. Postal votes can also be submitted after proper registration.
Votes cast by postal vote, their revocation or any changes to postal votes cast must be received by the Company - unless the shareholder portal is used - in text form no later than Wednesday, 9 June 2021 (24:00 CEST) at one of the registration addresses stated.
Electronic postal voting via the shareholder portal is possible even during the virtual Annual General Meeting until the end of voting. Until this time, any postal votes previously cast - including by other means (e.g. by mail or e-mail) - can also be revoked or changed via the shareholder portal. The chairman of the meeting will draw attention to the imminent end of voting in good time at the Annual General Meeting.
If an individual vote is required on a particular agenda item, the vote you cast will apply accordingly to each sub-item put to the vote. Any countermotions and election proposals to be made accessible which are received by Wednesday, 26 May 2021 (24:00 CEST) will be made accessible on the internet at www.hhla.de/agm. There you will also find information on how to support countermotions and election proposals.
If you exercise your voting rights by postal vote, you will not be listed as a participant in the Annual General Meeting. In these cases, you will not be included in the list of participants in the Annual General Meeting and your name will not be disclosed.
This year we again offer you the opportunity to have your voting rights exercised by employees of our Company. The Company has appointed Ms. Christin Böwe and Mr. Robert Malsch as proxies with sole power of representation.
If you authorize the Company's proxies directly with your registration, the power of attorney and instructions must be received by the Company by Thursday, 3 June 2021 (24:00 CEST) in text form (section 126b of the German Civil Code (BGB)) via one of the registration addresses listed in item 1 above. If possible, please use the form for granting power of attorney and issuing instructions on the registration form or the shareholder portal.
You can still authorize the proxies after proper registration using the registration addresses specified in item 1. In this case, the granting of the proxy together with instructions must be received by the Company - unless the shareholder portal is used - in text form using the form available for download on the Company's website at www.hhla.de/agm by Wednesday, 9 June 2021 (24:00 CEST) at the latest at one of the registration addresses stated.
It is also possible to submit the proxy and instructions via the shareholder portal even during the virtual Annual General Meeting until the end of the voting. Until this time, any powers of attorney and/or instructions previously issued - including by other means - can also be revoked or amended via the shareholder portal. The chairman of the meeting will draw attention to the imminent end of voting in good time at the Annual General Meeting.
When exercising voting rights, the proxies are bound by your express instructions on the individual agenda items. Clear instructions must therefore be given on all items on the agenda. If an individual vote is required on a particular agenda item, your voting instructions will apply accordingly to each sub-item put to the vote. If no clear instructions have been issued for individual agenda items, the proxies will abstain from voting in this respect in the event of a vote. Any countermotions and election proposals to be made accessible which are received by Wednesday, 26 May 2021 (24:00 CEST) will be made accessible on the internet at www.hhla.de/agm. There you will also find information on how to support countermotions and election proposals. If there are no clear instructions on individual agenda items, the proxies will abstain from voting on them. The same applies in the case of a vote on a management resolution proposal with a content deviating from that announced in the convocation of the Annual General Meeting in the Federal Gazette.
If the Company's proxies are authorized, the name of one of the proxies will be included in the list of attendees at the Annual General Meeting. Your name will not be disclosed in these cases.
You may also authorize a person of your choice, e.g. also an intermediary or an association or person of equivalent status pursuant to Section 135 (8) AktG, to exercise your voting rights. Please note that proxies may also exercise their voting rights only by postal vote (see 3. above) or by issuing a power of attorney and instructions to the proxies of the Company (see 4. above).
Proxy authorization can be made together with the registration either using the form sent to you with the invitation or via the shareholder portal. After proper registration, the proxy can be appointed either by using the proxy form sent with the invitation and available on the internet at www.hhla.de/agm, by using another form of proxy or via the shareholder portal. The forms provided by the Company provide for the right of the proxy to sub-authorize. If a shareholder authorizes more than one person, the Company may reject one or more of them.
Please note that - if neither an intermediary nor an association or person of equivalent status pursuant to Section 135 (8) AktG is authorized - the granting of proxy must be in text form (Section 126b BGB). The same applies to the proof of the power of attorney vis-à-vis the Company and any revocation of the power of attorney. If the proxy is granted via the shareholder portal or by other declaration in text form vis-à-vis the Company, no separate evidence of the authorization is required. If the power of proxy is granted via a declaration to the proxy and the proxy is not an intermediary or an association or individual with the same rights as these under Section 135 (8) AktG, the company requires evidence of the authorisation. Proof of authorization granted in this way may particularly be provided by sending the proof (e.g. copy or scan of the power of attorney) to the address, fax number or e-mail address stated under the registration addresses. The same applies to any revocation of the power of attorney.
If the granting or proof of a proxy or its revocation is made by way of a declaration to the Company by mail, e-mail or fax, for organizational reasons this must be received by the Company no later than Wednesday, 9 June 2021 (24:00 hours CEST) at one of the registration addresses stated.
The granting or revocation of a proxy via the shareholder portal is also possible during the Annual General Meeting until the end of the voting. The chairman of the meeting will draw attention to the imminent end of voting in good time during the Annual General Meeting.
The use of the shareholder portal by the proxy requires that the proxy receives from the grantor of the power of attorney the access data sent with the letter of invitation to the Annual General Meeting or assigned by the grantor of the power of attorney. By using the shareholder portal, the authorized person confirms that he or she is duly authorized. The requirement for proof of authorization remains unaffected.
In the case of authorization of an intermediary or an association or person of equivalent status pursuant to Section 135 (8) of the German Stock Corporation Act (AktG), as well as for the revocation and proof of such authorization, the explanations under No. 1 apply.
If postal votes and/or proxies and, if applicable, instructions are received by different means of transmission, the postal votes and/or proxies and, if applicable, instructions received last will be taken into account as revocation of the preceding declaration. If, in addition, divergent declarations are received by different means of transmission and it is not clear which was submitted last, these will be taken into account in the following order: 1. via the Internet via the shareholder portal, 2. via e-mail, 3. via fax and 4. in paper form.
Questions to the Executive Board and objections to resolutions of the Annual General Meeting can only be submitted via the shareholder portal. Please refer to the information in the "Terms of use for the shareholder portal".