ANNUAL REPORT 2015

ANNUAL REPORT 2015HAPAG-LLOYD AG

SUMMARY OF HAPAG-LLOYD KEY FIGURES

1.1. 31.12. 1.1. 31.12. ChangeKEY OPERATING FIGURES 2015 2014 2) absolute

Total vessels (as at 31 December) 177 191 14

Aggregate capacity of vessels TTEU 966 1,009 43

Aggregate capacity of containers TTEU 1,564 1,619 55

Bunker price (MFO) USD/t 312 575 263

Freight rate USD/TEU 1,225 1,427 202

Transport volume TTEU 7,401 5,907 + 1,494

Revenue million EUR 8,842 6,808 + 2,034

Transport expenses million EUR 7,258 6,060 + 1,198

EBITDA million EUR 831 99 + 732

EBIT million EUR 366 -383 + 749

Consolidated net income for the year million EUR 114 -604 + 718

Cash flow from operating activities million EUR 572 377 + 195

KEY RETURN FIGURES

EBITDA margin (EBITDA / revenue) % 9.4 1.5 + 7.9 ppt

EBIT margin (EBIT / revenue) % 4.1 -5.6 + 9.7 ppt

KEY BALANCE SHEET FIGURES AS AT 31 DECEMBER 1)

Balance sheet total million EUR 11,079 10,095 + 984

Equity million EUR 5,046 4,170 + 876

Equity ratio (equity / balance sheet total) % 45.5 41.2 + 4.3 ppt

Borrowed capital million EUR 6,033 5,926 + 107

KEY FINANCIAL FIGURES AS AT 31 DECEMBER 1)

Financial debt million EUR 3,907 3,717 + 190

Cash and cash equivalents million EUR 574 711 137

Net debt (financial debt cash and cash equivalents) million EUR 3,334 3,006 + 328

Gearing (net debt / equity) % 66.1 72.1 6.0 ppt

NUMBER OF EMPLOYEES AS AT 31 DECEMBER 1)

Marine personnel 1,519 1,504 + 15

Shore-based personnel 7,898 9,019 1,121

Hapag-Lloyd total 9,417 10,523 1,106

1) As at 31.12. 2) The CSAV container shipping activities are included in the numbers for 2014 from the date of the consolidation (2 December 2014) onwards and are therefore only included for the month of December.

Disclaimer: This annual report contains statements concerning future developments at Hapag-Lloyd. Due to market fluctuations, the development of the competitive situation, world market prices for commodities, and changes in exchange rates and the economic environment, the actual results may differ con-siderably from these forecasts. Hapag-Lloyd neither intends nor undertakes to update forward-looking statements to adjust them to events or developments which occur after the date of this report.

This report was published on 23 March 2016.

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FOREWORD OF THE EXECUTIVE BOARD

REPORT OF THE SUPERVISORY BOARD

CORPORATE GOVERNANCE REPORT

HAPAG-LLOYD CAPITAL MARKET ACTIVITIES

OUR STRENGTHS

GROUP MANAGEMENT REPORT

REMUNERATION REPORT

REPORT ON SECTION 289 a

DISCLOSURES AND NOTES RELEVANT TO THE TAKEOVER

CONSOLIDATED FINANCIAL STATEMENTS

AUDITORS REPORT

FINANCIAL CALENDAR

IMPRINT

Contents

I F O R E W O R D O F T H E E X E C U T I V E B O A R D

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Ladies and Gentlemen,

2015 was an exceptionally challenging year in terms of both global politics and macroeco-nomics. Developments in the global economy including those in container shipping were influenced by a wide range of conflicts and trouble spots, a slowing of growth in China and extreme volatility on the stock markets, particularly in the second half of last year.

Despite all these external obstacles, Hapag-Lloyd was able to close the 2015 business year with good results. We rigorously implemented our strategic projects and measures, and we recorded a net annual profit for the first time since 2010. And our results are also good compared to those of our competitors.

Looking back on 2015, the merger with the container business of the Chilean shipping company CSAV proved to be the correct strategic decision. Hapag-Lloyd was thereby able not only to catch up with the largest liner shipping companies, but also to emerge as one of the market leaders in the North-South trades in addition to our traditionally strong position on the North Atlantic. And, more than anything, the successful and swift integration already showed visible positive outcomes in the past business year. From the beginning of 2017 it will account for annual synergies of roughly USD 400 million, which is significantly more than originally anticipated.

All in all, we accomplished the merger of the two companies quickly. The services and ship systems were already brought together on the various trades by the end of the first six months of 2015, and the operational activities were transferred to Hapag-Lloyds IT systems. Since then, the employees of both shipping companies have managed with much dedica-tion and passion to forge a unified company, one characterised by a desire to succeed, by team spirit and enthusiasm, but more than anything by the highest quality standards both in terms of operations and when it comes to assisting our customers worldwide.

While combining the two organisations, we benefited from two things: from the experience we gained from the takeover and integration of CP Ships in 2006 but also from the efficient processes that we have as an organisation which uses a standardised blueprint across the world. These experiences and skills aid us in a market that will continue to be marked by consolidation in the medium term.

Thorsten Haeser, Rolf Habben Jansen (CEO), Nicols Burr, Anthony J. Firmin (from left to right)

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I F O R E W O R D O F T H E E X E C U T I V E B O A R D

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Strong companies need strong owners. With our three anchor shareholders CSAV, HGV (Hamburger Gesellschaft fr Vermgens- und Beteiligungsmanagement/City of Hamburg) and Khne Maritime we have partners who have expressly professed their long-term commitment to Hapag-Lloyd. Our thanks go to them but also to all other shareholders for their faith in our work.

I would also like to thank our employees worldwide. The 2015 business year presented all of them with special challenges. Indeed, in addition to performing their hectic everyday jobs, they also had to bring two companies together and pave the way for a successful IPO. About 9,500 employees on all continents now make up the new Hapag-Lloyd and, together, we are proud of what we have achieved and highly motivated to tackle the many tasks that lie before us.

For 2016, the industry experts from IHS Global Insight are expecting solid growth of some 3.5% in global container traffic. Similar growth rates are also forecast for the global economy and global trade. These trends will also benefit Hapag-Lloyd. With our balanced product portfolio our strong market position in the North Atlantic and Latin America trades, but also in the Far East and transpacific trades we are ideally situated to participate in this global growth. Overall, despite all external obstacles, we are focusing on using our packages of far-reaching measures to solidify the competitive position of Hapag-Lloyd. For this reason, we expect that we will enjoy positive earnings before interests, taxes and depreciation in 2016 that should turn out better than the results for the 2015 business year.

Trust is the foundation of all business activities. So, in closing, I must extend to you our shareholders, business clients and partners as well as our dedicated employees my heart-felt thanks for the great amount of unvarying trust you have shown. We are working hard to continue to justify this trust this year and to resolutely forge ahead on Hapag-Lloyds path to success.

With kind regards,

Rolf Habben JansenChairman of the Executive Board

F O R E W O R D O F T H E E X E C U T I V E B O A R D I

2015 was a year in which Hapag-Lloyd further optimised its costs items and once again boosted its efficiency in all areas. Early on, we reduced our fleet by 16 smaller and relatively inefficient vessels, some of which we sold, and some of which we recycled in an environ-mentally friendly manner. By doing so, we now have one of the most modern container- shipping fleets in the world about 70% of the vessels we use are less than 10 years old.

On the whole, as a result of the eight different measures of our cost-cutting and efficiency program OCTAVE, we were able to achieve significant savings in 2015 in the three-digit million range. From 2016 on, this program will generate lasting savings of roughly USD 200 million. This is also one of the reasons we are complementing it in the current business year with the OCTAVE 2 successor program, with which we also expect significant potential savings. In addition, with the implementation of the Compete to Win project, we aim to optimise our global sales activities in a way that will raise our revenue quality.

Since 6 November 2015, the shares of Hapag-Lloyd AG have been publicly traded on the stock exchanges in Frankfurt and Hamburg. The IPO marked a milestone in our history. Investors can use our shares to very precisely track the growth of the global economy. Indeed, depending on how the global economy develops, we expect container shipping to enjoy annual growth of between 3% and 5% and in the future. And our transport volumes should increase accordingly and by a similar degree. With the gross issue proceeds of roughly EUR 265 million, we intend to invest in ships and containers and thereby in the future of our company.

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I R E P O R T O F T H E S U P E R V I S O R Y B O A R D R E P O R T O F T H E S U P E R V I S O R Y B O A R D I

REPORT OF THE SUPERVISORY BOARD

In the past financial year, the Supervisory Board of Hapag-Lloyd AG properly and conscien-tiously performed the tasks that it i