Additional information on the Annual General Meeting and shareholders' rights

For the purpose of attending the Annual General Meeting and exercising shareholder rights, the Company has set up an internet-based and password-protected online portal (shareholder portal) at the internet address www.hhla.de/shareholderportal, through which duly registered shareholders or their proxies can electronically connect to the Annual General Meeting and exercise their rights.

Participation in the Annual General Meeting and the exercise of shareholders' rights to participate in the Annual General Meeting is only possible by way of connection. It is also only possible to follow the entire Annual General Meeting in video and audio via the shareholder portal.

Shareholders or their authorised representatives need their shareholder number and the corresponding access password to use the shareholder portal. You will receive this information with the invitation letter to the Annual General Meeting, which will be sent to you by post. Shareholders who have registered for the electronic dispatch of the invitation to the Annual General Meeting may also use the shareholder portal by means of the access password they issued themselves during the registration process.

Shareholders or proxies who only wish to follow the video and audio transmission of the Annual General Meeting on the internet (without being able to exercise any further rights) only require the access data sent to them or given to them themselves or, in the case of proxies, the access data of the respective proxy. In this case, registration is not necessary. However, for the exercise of further rights in connection with the Annual General Meeting, in particular the voting right, proper registration is required.

The access to the Annual General Meeting and the exercise of shareholder rights in connection with the Annual General Meeting requires in any case a registration in due form and time. For this purpose, your registration must be received by us in text form (§ 126b BGB) in German or English via one of the following contact options (the registration addresses) no later than Thursday, 8 June 2023 (24:00 CEST):

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.

If you authorise an intermediary or an equivalent association or person pursuant to Section 135 (8) of the German Stock Corporation Act (AktG), the intermediary or equivalent person will generally 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 equivalent association or person, in good time so that registration can be received by us by Thursday, 8 June 2023 (24:00 CEST). Please note that in the case of authorisation of an intermediary or an association or person treated as equivalent pursuant to section 135 para. 8 of the German Stock Corporation Act (AktG), as well as for the revocation and proof of such authorisation, the statutory provisions apply, in particular section 135 of the German Stock Corporation Act (AktG). In such a case, you are requested to consult with the person to be appointed as proxy in due time because of the regulations he may specify with regard to the authorisation.

Registrations, postal votes, powers of attorney and instructions are always valid only for shares with the same shareholder number. If you have received several registration forms with different shareholder numbers, please complete the registration for each invitation or shareholder number separately. Please note that your registration as well as, if applicable, the power of attorney together with instructions or your postal vote must in any case be accompanied by a signature or another declaration within the meaning of § 126b BGB. In the case of several registered shareholders, this applies to all authorised persons (e.g. both partners).

In accordance with the statutory provisions (in particular § 67 para. 2 sentence 1 AktG) and the Articles of Association of the Company, your shareholding according to the share register at the time of the Annual General Meeting shall be decisive for the entitlement to register and exercise voting rights. For banking reasons, it may happen in exceptional cases that this holding does not correspond to your deposit 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 possible, 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 before the Annual General Meeting, i.e. from 9 June 2023 (inclusive) - (so-called rewrite stop). The shares will not be blocked by the registration and/or the stop of the transfer of shares; shareholders may therefore continue to freely dispose of their shares even after the registration has been completed. However, purchasers of shares whose applications for transfer are received by the Company after 8 June 2023 (so-called Technical Record Date) may not exercise participation and voting rights from these shares, unless they have authorised themselves to exercise the shareholder rights (in particular the voting rights).

The list of participants will be made available to all electronically connected shareholders or proxies via the shareholder portal from the beginning of the Annual General Meeting and will be continuously updated until the end of the Annual General Meeting. Shareholders or proxies connected electronically will be included in the list of participants in accordance with section 129 (1) sentence 2 AktG, stating their name.

Provided you have duly registered for the Annual General Meeting, you may exercise your shareholder rights in connection with the Annual General Meeting (including, in particular, your voting rights) as follows:

• You may vote by (electronic) postal vote.
• You may grant power of attorney and issue instructions to the proxies of Hamburger Hafen und Logistik AG.
• You may register a person of your choice as a proxy to attend the Annual General Meeting.
• You may appoint or authorise an intermediary within the meaning of section 67a (4) of the German Stock Corporation Act (AktG) or an association or person deemed equivalent pursuant to section 135 (8) of the AktG.

Shareholders have the opportunity to cast their votes by postal vote. The postal vote is also open to proxies (including authorised intermediaries and associations and persons equivalent thereto pursuant to section 135 para. 8 of the German Stock Corporation Act).

The postal vote may be cast at the same time as the registration either by using the form enclosed with the invitation to the Annual General Meeting or as an electronic postal vote by using the shareholder portal of the Company. The form can also be downloaded from the internet at www.hhla.de/agm. Votes may also be cast by postal vote 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, 14 June 2023 (24:00 CEST) at one of the registration addresses stated.

Electronic postal voting via the shareholder portal is also possible during the virtual Annual General Meeting until the end of the voting. Until that time, any postal votes previously cast - also by other means (e.g. by post or e-mail) - may 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.

Should an individual vote be required on a particular agenda item, your cast vote shall apply accordingly to each sub-item put to the vote. Any countermotions and election proposals to be made accessible that are received by Wednesday, 31 May 2023 (24:00 CEST) will be made accessible on the internet at www.hhla.de/agm. There you will also find instructions on how to join countermotions and election proposals.

If you, as a shareholder, exercise your voting right by postal vote without connecting to the Annual General Meeting electronically, 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 of the Annual General Meeting and your name will not be disclosed.

This year, we are again offering you the opportunity to have your voting rights exercised by employees of our company. The Company has appointed Dr. Katja Bidmon und Julia Hartmann as proxies with individual power of representation.

In case of direct authorisation of the proxies of the Company together with your registration, the power of attorney including instructions must be received by the Company within the registration period until Thursday, 8 June 2023 (24:00 hrs CEST) in text form (§ 126b BGB) via one of the registration addresses mentioned in section 2. If possible, please use the form for granting power of attorney and issuing instructions on the registration form or the shareholder portal.

However, you may also authorise the proxies after proper registration using the registration addresses mentioned in section 2. In this case, the granting of the proxy together with the instructions must be received by the Company - unless the shareholder portal is used - in text form by means of the proxy and instruction form sent together with the invitation letter or the form made available for download on the Company's website at www.hhla.de/agm at one of the registration addresses mentioned above no later than Wednesday, 14 June 2023 (24:00 CEST).

It is also possible to submit the proxy and instructions via the shareholder portal during the virtual Annual General Meeting until the end of the voting. Until this time, any powers of attorney and/or instructions previously issued - also by other means - may also be revoked or amended via the shareholder portal. The chairman of the meeting will point out 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 specific agenda item, your voting instructions will apply accordingly to each sub-item put to the vote. Any countermotions and election proposals to be made accessible that are received by Wednesday, 31 May 2023 (24:00 CEST) will be made accessible on the Internet at www.hhla.de/agm. There you will also find instructions on how to join counter-motions and election proposals.

If there are no clear instructions on individual agenda items, the proxies will abstain from voting in this respect in the event of a vote. The same shall apply in the event of a vote on an administrative proposal with a resolution content deviating from the resolution content announced in the convening of the Annual General Meeting in the Federal Gazette.

Please note that the Company's proxies do not accept any instructions to speak or to request information, to submit motions or election proposals or to file objections. 

If the Company's proxies are authorised, the name of one of the proxies will be included in the attendance register for the Annual General Meeting. Your name will not be disclosed in these cases.

You may also authorise a person of your choice, e.g. also an intermediary or an association or person of equal standing 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 5. above) or by issuing a power of attorney and instructions to the proxies of the Company (see 6. above).

The authorisation can already be made together with the registration either via the form sent to them with the invitation or via the shareholder portal. After proper registration, the proxy may 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-authorise. If a shareholder authorises 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 equal status pursuant to § 135 para. 8 AktG is authorised - the granting of proxy must be in text form (§ 126b BGB). The same applies to the proof of the proxy to the Company and a possible revocation of the proxy. If the proxy is granted via the shareholder portal or by other declaration in text form to the Company, no separate proof of authorisation is required. If the proxy is granted by declaration to the person to be authorised and the proxy is not an intermediary or an equivalent association or person pursuant to section 135 para. 8 of the German Stock Corporation Act (AktG), the Company requires proof of authorisation. The proof of an authorisation granted in this way can be provided in particular 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 shall apply 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 post, e-mail or fax, this must be received by the Company at one of the registration addresses mentioned above by Wednesday, 14 June 2023 (24:00 CEST) at the latest for organisational reasons.  

Furthermore, 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 point out the imminent end of the voting in due 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 that he/she has issued himself/herself. By registering in the shareholder portal, the authorised person confirms that he/she is duly authorised. The requirement of proof of proxy remains unaffected.

In the case of authorisation of an intermediary or an association or person of equal standing pursuant to section 135 para. 8 of the German Stock Corporation Act (AktG), as well as for the revocation and proof of such authorisation, the statements under item 2 shall apply. Please note that it is not possible to authorise intermediaries or equivalent associations or persons pursuant to section 135 (8) AktG via the shareholder portal.

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.

Properly registered shareholders who have joined the Annual General Meeting electronically may, pursuant to section 118a (1) no. 8 in conjunction with section 245 of the German Stock Corporation Act (AktG), declare an objection to resolutions passed at the Annual General Meeting by way of electronic communication. Section 245 of the German Stock Corporation Act (AktG), duly registered shareholders may object to resolutions of the Annual General Meeting by means of electronic communication. Such objections may be declared by the chairman of the meeting via the shareholder portal from the opening of the general meeting until the closing of the general meeting.

If a shareholder has been provided with information outside the general meeting due to his status as a shareholder, such information shall be provided to any other shareholder upon request at the general meeting pursuant to section 131 para. 4 sentence 1 of the German Stock Corporation Act (AktG), even if it is not necessary for the proper assessment of the item on the agenda. If a shareholder is refused information, he may, pursuant to section 131, paragraph 5, sentence 1 of the Stock Corporation Act, request that his question and the reason for which the information was refused be recorded in the minutes of the meeting.

Properly registered shareholders or their proxies who are electronically connected to the Annual General Meeting may submit an objection or a corresponding request at the Annual General Meeting via the shareholder portal and there via the button "Objection / Request for Information (section 131 (4) and (5) AktG)".

Properly declared objections or requests for information pursuant to § 131 (4) and (5) of the Stock Corporation Act shall be recorded in the notarial minutes of the general meeting, stating the name of the shareholder or proxy. The notary has authorised the Company to receive objections or corresponding requests via the shareholder portal and will receive them via the shareholder portal.

The regulations on which these shareholder rights are based are found in section 118a (1) sentence 2 no. 8 AktG and section 245 AktG as well as section 131 (4) and (5) AktG.

Pursuant to section 129 (5) sentence 1 AktG, the person voting may request confirmation from the company within one month after the day of the general meeting as to whether and how his vote was counted. The confirmation can be requested via the shareholder portal. Alternatively, you can contact our Annual General Meeting Service, which can be reached by telephone at +49 (0) 40 3088 3100 (Monday to Friday from 9:00 a.m. to 6:00 p.m.) or by e-mail at hauptversammlung@hhla.de.

The above information applies in addition to the information contained in the invitation of the Annual General Meeting of Hamburger Hafen und Logistik AG published in the Federal Gazette in May 2023.

With regard to the processing of personal data, the information on data protection, which is available at www.hhla.de/agm, applies in addition to the information in the convening notice.

Finally, the "Terms of Use for the Shareholders' Portal", which are also available at www.hhla.de/agm, also apply to the use of the Shareholders' Portal.

To use the shareholder portal, to connect to the Annual General Meeting and to exercise participation-related shareholder rights, you need an internet connection and an internet-enabled terminal device. A stable Internet connection with sufficient transmission speed is recommended for optimum playback of the video and audio transmission of the Annual General Meeting. If you use a computer to receive the video and audio transmission of the virtual shareholders' meeting, you will need a browser and speakers or headphones. Shareholders and proxies who wish to exercise their right to speak also require an Internet-capable device with camera and microphone as well as a sufficiently stable Internet connection.

To access the password-protected shareholder portal of the Company, in addition to your shareholder number you will need your individual access data, which you received with the letter of invitation to the Annual General Meeting or selected yourself as part of the registration process for the electronic dispatch of Annual General Meeting documents.

Shareholders can find further details on the shareholder portal and the registration and usage conditions in the invitation documents sent to them or on the internet at www.hhla.de/shareholderportal.

If you have any technical questions about the shareholder portal or the virtual Annual General Meeting, you can contact our Annual General Meeting service by phone on +49 (0) 40 3088 3100 (Monday to Friday from 9:00 a.m. to 6:00 p.m. CEST) or by email at hauptversammlung@hhla.de.