Terms of use for the shareholder portal

These terms and conditions of use apply to all shareholders using the Hamburger Hafen und Logistik AG (HHLA) shareholder portal (Aktionärsportal) accessible at www.hhla.de/shareholderportal. This includes, among other things, registration for the Annual General Meeting, electronic connection to the Annual General Meeting or following the video and audio transmission of the Annual General Meeting on the Internet, exercising rights in connection with the Annual General Meeting (in particular the right to vote and the right to speak by way of video communication as well as the right to submit comments) and registering for the electronic dispatch of documents for the Annual General Meeting or revoking such registration. The registration for the electronic dispatch of the Annual General Meeting documents or the revocation of a granted registration are possible irrespective of a specific Annual General Meeting.

Please note that also when registering and/or exercising rights in connection with the Annual General Meeting via the Shareholders' Portal, the section "Further information and notices" from the invitation to the Annual General Meeting of Hamburger Hafen und Logistik AG on 13 June 2024 - in particular the deadlines stated therein - as well as the "Additional notes on the virtual Annual General Meeting and explanations on shareholders' rights" apply, each of which is available at ww.hhla.de/agm.

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-capable terminal device. In order to be able to optimally reproduce the video and audio transmission of the Annual General Meeting, a stable internet connection with sufficient transmission speed is recommended. If you use a computer to receive the video and audio transmission of the virtual Annual General Meeting, you will need a browser and loudspeakers or headphones. Shareholders and proxies who wish to exercise their right to speak also need an internet-capable device with a camera and microphone as well as a sufficiently stable internet connection.

Access to the Shareholder Portal is password protected. Your log-in details (shareholder number and password) are included in the documents for the Annual General Meeting, which will be sent to you by post. Shareholders who sign up or already have signed up to receive their Annual General Meeting documents electronically can also access the Shareholder Portal using the password they assigned themselves during registration.

If you have lost or forgotten your log-in details, you can contact our Annual General Meeting service team (for contact details, refer to section “Annual General Meeting service team”). If you have already registered to receive the invitation to the Annual General Meeting electronically with a password you created yourself and have forgotten this password, you can use the “Forgot my password” function of the Shareholder Portal to request a temporary password.

Please do not make your shareholder number and your individual access password accessible to unauthorised persons so that no third party can use your access.

Your registration, (electronic) postal vote, granting of power of attorney and, if applicable, issuing of instructions or a change is only registered when this is confirmed to you on the website. If the programme is cancelled at an earlier point in time (e.g. by clicking on the "Logout" button or by closing the browser window), your declaration or its amendment may not be properly registered.

Please make sure to exit the shareholder portal properly after you have finished using it, i.e. by logging out via the "Logout" button. Proper logout prevents unauthorised persons from viewing or manipulating your entries during your absence.

If there is any suspicion of misuse, you can have your access blocked via our AGM service by providing your name, address details and shareholder number. After the blocking, access to the shareholder portal is no longer possible via your access. Registration, postal voting, granting of power of attorney and, if applicable, issuing of instructions and their proof are still possible in another form. Data transmitted via the internet before the blocking will not be considered.

Please contact our Annual General Meeting service team by telephone at +49 (0) 40 3088 3100 (Monday to Friday from 9:00 a.m. to 6:00 p.m.) or by email at hauptversammlung@hhla.de if you have any questions regarding the Shareholder Portal, including if you encounter an error, need to make changes to your details or have not received your documents.

Shareholders have the opportunity to follow the video and audio transmission of the entire Annual General Meeting live on the Internet via the Company's Shareholder Portal. Shareholders or proxies who only wish to follow the video and audio transmission of the Annual General Meeting on the internet without exercising any further shareholder 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. Registration is not required in this case. However, for the exercise of further rights in connection with the Annual General Meeting, in particular the voting right, prior proper registration is required.

Registration for the Annual General Meeting is only possible until Thursday, 6 June 2024 (24:00 CEST), even when using the shareholder portal. The electronic connection to the Annual General Meeting and the exercise of participation-related rights, in particular voting rights, require timely registration in any case. You may register for the Annual General Meeting without exercising your rights any further; this may give you the opportunity to exercise your shareholder rights at a later date. You may also register for the Annual General Meeting via the shareholder portal by casting your votes by (electronic) absentee ballot, by granting power of attorney and instructions to the proxies of the Company to exercise your voting rights or by authorising a third party (with the exception of intermediaries or associations or persons deemed equivalent pursuant to section 135 para. 8 of the German Stock Corporation Act) to exercise your rights. The use of one of these options shall in each case also be deemed to be registration for the Annual General Meeting. Changes to the exercise of voting rights and/or the granting of proxies and, if applicable, instructions via the shareholder portal are possible subsequently until the end of voting at the Annual General Meeting.

If you have received several invitations (e.g. because your shares are divided among several securities accounts), please register separately for each invitation or shareholder number by using the options described above.

We recommend that you register for the Annual General Meeting as early as possible so that you can still register otherwise (e.g. by post or e-mail) in good time in the event of any disruptions.

The electronic access to the Annual General Meeting takes place by registering in the shareholder portal on the day of the Annual General Meeting. Shareholders or proxies who wish to join the Annual General Meeting electronically require their shareholder number and the access data sent to them or given to them themselves or, in the case of proxies, the access data of the respective proxy. Furthermore, a proper registration is necessary. Without proper registration for the meeting, shareholders will not be able to join the meeting electronically as participants and will not be able to exercise any shareholder rights in the meeting.

Votes may be cast by (electronic) postal vote via the shareholder portal either together with the registration for the Annual General Meeting or, in case of timely registration, even after registration until the end of the votings. Until this 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 votings in good time at the general meeting. In the event of several votes being received, only the last one received by the Company shall be taken into account. If, in addition, different declarations are received via different transmission channels and it is not possible to determine which was made last, these will be taken into account in the following order: 1. via the Internet using the shareholder portal, 2. by e-mail, 3. by fax and 4. in paper form.The granting of proxy and instructions to the proxies of the Company requires the revocation of any postal votes previously cast. The electronic connection to the Annual General Meeting shall not be deemed to be a revocation of previously cast postal votes.

The granting of power of attorney and instructions to the proxies of the Company may be made either together with the registration for the Annual General Meeting or, in case of timely registration, even after the registration has been made until the end of the votings. Until this point in time, any powers of attorney and instructions previously issued - also by other means (e.g. by post or e-mail) - may 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 general meeting. If several instructions are received, only the last one received by the Company shall be taken into account (for restrictions see section "Electronic postal vote"). Voting by electronic postal vote requires the revocation of any previously issued powers of attorney and instructions. The electronic connection to the Annual General Meeting shall not be deemed a revocation of previously issued powers of attorney and instructions.

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 for this agenda item will apply accordingly to each sub-item put to the vote under this agenda item. If there are no clear instructions 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 available that are received by Wednesday, 29 May 2024 (24:00 CEST) will be made accessible on the Internet at www.hhla.de/agm. There you will also find information on how to vote. There you will also find information on how to join countermotions and election proposals.

The granting of proxy and instructions to third parties (with the exception of intermediaries or associations or persons deemed equivalent pursuant to section 135 (8) of the German Stock Corporation Act) via the shareholder portal may be made either together with the registration for the Annual General Meeting or, if the registration is made in due time, even after the registration has been made until the end of the votings. Until this point in time, any proxies previously submitted - also by other means (e.g. by post or e-mail) - may also be revoked or amended via the shareholder portal. The chairman of the meeting will draw attention to the imminent end of votings in good time at the Annual General Meeting.

The authorisation of a third party via the shareholder portal shall also be deemed proof of authorisation to the Company. The connection of the proxy via the shareholder portal 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 on the shareholder portal, the authorised person confirms that he or she is duly authorised.

It is not possible to authorise intermediaries or equivalent associations or persons pursuant to section 135 para. 8 of the German Stock Corporation Act (AktG) via the shareholder portal. If you wish to authorise an intermediary or an equivalent association or person pursuant to section 135 (8) of the German Stock Corporation Act (AktG), please refer to the information in the invitation to the Annual General Meeting and the "Additional information on the virtual Annual General Meeting and on shareholders' rights".

Comments may be submitted to the Company in text form exclusively via the shareholder portal and there via the "Comments" button and must be received by the Company no later than Friday, 7 June 2024 (24:00 CEST). Comments addressed otherwise will not be considered. The maximum length of the statement shall be 10,000 characters (including spaces).

The Company will make duly submitted comments available to duly registered shareholders via the shareholder portal by Saturday, 8 June 2024 (24:00 CEST) at the latest, stating the name of the submitting shareholder. Any comments by the administration will also be published there. Statements do not have to be made accessible if a case of § 126 para. 2 sentence 1 no. 1, 3 and 6 AktG applies accordingly or if the statement exceeds 10,000 characters (including spaces).

Properly registered shareholders and their proxies who are electronically connected to the Annual General Meeting shall have the right to speak at the Annual General Meeting by way of video communication. Motions and election proposals pursuant to section 118a, paragraph 1, sentence 2, no. 3 of the German Stock Corporation Act and requests for information pursuant to section 131, paragraph 1 of the German Stock Corporation Act may be part of the speech.

The right to speak may only be exercised by video communication. Shareholders or proxies who wish to exercise the right to speak therefore require an internet-capable device with camera and microphone as well as a stable internet connection.

Shareholders or proxies who wish to exercise the right to speak and to receive information may register their speech from the beginning of the Annual General Meeting via the shareholder portal and there after the start of the live transmission at the top right of the screen by pressing the "Request to speak" button. The right to speak can only be exercised by video communication via the "Request to speak" button in the shareholder portal. Pursuant to § 130a (6) of the German Stock Corporation Act (AktG), the Company reserves the right to check the functionality of the video communication between the shareholder and the Company during the meeting and prior to the speech. In principle, it is intended to escort the shareholder or the proxy to a virtual waiting room after submitting a request to speak, where the Annual General Meeting can be followed and a function test is carried out. From there, the shareholder or proxy will be connected live to the Annual General Meeting in order to make his or her contribution after being requested to do so by the chairman of the meeting. The Company reserves the right to reject requests to speak or speeches if the functionality of the video communication is not ensured.

Pursuant to § 21 (3) of the Articles of Association, the chairman of the meeting is also authorised to impose reasonable time limits on the shareholders' right to speak and ask questions.

The list of participants will be made available to all electronically connected shareholders or proxies via the shareholder portal prior to the first vote and will be continuously updated until the end of the Annual General Meeting. The list of participants can be viewed by clicking on the button "List of participants". Shareholders or proxies connected electronically will be included in the list of participants in accordance with section 129 (1) sentence 2 of the AktG, stating their name.

Properly registered shareholders who have joined the Annual General Meeting electronically may, pursuant to section 118a (1) sent. 2 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 (5) AktG)".

Pursuant to section 129 (5) sentence 1 of the German Stock Corporation Act (AktG), the person voting may request confirmation from the company within one month after the day of the Annual General Meeting as to whether and how his/her vote was counted. The confirmation can be requested in the shareholder portal via the button "Confirmation of the count and counting of votes (section 129 (5) of the AktG)". Alternatively, you can contact our Annual General Meeting Service 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.

If you register to receive the Annual General Meeting documents electronically, the documents for  future Annual General Meetings will be sent electronically (in particular by e-mail, although HHLA reserves the right to send them by other electronic means) and not by post. Registering for electronic documents is possible regardless of whether you intend to attend a particular Annual General Meeting. You can register both before and after an Annual General Meeting. If you are registered up to approximately seven weeks before an Annual General Meeting of HHLA, the invitation to that Annual General Meeting will be sent in electronic form to the registered electronic address. If you are not, your preference for electronic documents will take effect for the next Annual General Meeting.

Please inform our Annual General Meeting service team if you have not received your invitation to the Annual General Meeting electronically in time despite being registered for electronic documents. You can also notify us of changes to your electronic address via the Annual General Meeting service team. If you previously registered to have the invitation to the Annual General Meeting sent electronically with a self-assigned password, you can also change your electronic address or your self-assigned password yourself via the Shareholder Portal. If you change your electronic address after the technical preparations for sending the invitation to the upcoming Annual General Meeting have already begun, we will only be able to take this change into account for the following Annual General Meeting.

If we receive notification that the Annual General Meeting documents could not be delivered electronically, we will send the Annual General Meeting documents to you again by post (to the address recorded in the share register). Furthermore, each shareholder is responsible for ensuring that their registered electronic address is functional and that they read any incoming electronic messages.

It is not possible for you to set a limit on how long documents will be sent to you by electronic means. However, you may revoke your consent at any time (including after an Annual General Meeting) via the Shareholder Portal or by sending written notice of revocation to the company, stating your name, shareholder number and address. If you revoke your consent, you will receive the Annual General Meeting documents by post in future. However, if you revoke your consent after the technical preparations for sending the invitation to the upcoming Annual General Meeting have already begun, we will only be able to take this into account for the following Annual General Meeting. In such cases, we will endeavour to also send you the invitation to the Annual General Meeting by post(to the address recorded in the share register).

Approximately seven weeks before each Annual General Meeting, we determine which of the persons registered to receive documents by electronic means are entered as shareholders in HHLA’s share register in preparation for sending out invitations. If you are not entered in the share register as a shareholder of HHLA at that time, your consent will automatically expire. If you purchase HHLA shares again at a later date, you will receive the documents for the Annual General Meeting by post, unless you register again for electronic delivery. If you have temporarily sold all of your HHLA shares in the time between two Annual General Meetings of HHLA, but acquire HHLA shares again up to about seven weeks before the next Annual General Meeting of HHLA, your decision to receive the Annual General Meeting documents by electronic means given before your sale of the HHLA shares will continue to apply.

Please note that any person registering, changing registration information or exercising rights in connection with the Annual General Meeting as part of a group of persons (e.g. married couples), partnership or legal entity registered in the share register must be authorised to do so by all members of the group, legal person or partnership for which they are acting, or be authorised to represent the legal person/partnership. By using our Shareholder Portal, you confirm to us that you are duly authorised.

The shareholders can follow the entire virtual Annual General Meeting via video and audio transmission on the internet and exercise their shareholder rights during the meeting. The technical and organisational measures taken by the Company or its service providers to ensure the availability, functionality and stability of the web application as well as data security correspond to the current state of the art. The availability and stability of the web application may nevertheless be subject to fluctuations and disruptions. Furthermore, neither the Company nor the service providers used by it have any influence on the availability, stability, functionality and reliability of the telecommunications network and the internet services and network elements of third parties used and can therefore also not assume any warranty or liability for this.

The claim to use of the web application exists only within the scope of the usual availability corresponding to the state of the art. Due to the performance of necessary maintenance work, the web application or individual functions may be temporarily unavailable.

The Company and its service providers protect the systems against failures, malfunctions and interventions by third parties. However, it cannot be ruled out that in individual cases failures and malfunctions may occur despite the observance of due care as well as the security measures corresponding to the technical state of the art.

We reserve the right to interrupt or discontinue the shareholder portal or the services offered via it without further notice if this appears necessary for compelling data protection or security reasons - in particular if there are signs of unauthorised third-party interference. Finally, we reserve the right to disregard data transmitted via the shareholder portal if we have indications of manipulation.

We reserve the right to make changes to these Terms of Use at any time. Changes may be necessary due to the technical enhancement of the Shareholder Portal or in the event of changes in legislation. The current Terms of Use will be displayed each time you log in to the Shareholder Portal. By logging in to the Shareholder Portal, you accept the Terms of Use as amended.

Information about the processing of the personal data of our shareholders, their proxies and other participants in the Annual General Meeting and their rights under the EU General Data Protection Regulation is available in our Privacy Policy for Shareholders, their proxies and other participants in the Annual General Meeting. This is available online at www.hhla.de/agm.