Audit and adoption of the financial statements and consolidated financial statements for 2015

The accounts, annual financial statements including the status report and the consolidated financial statements including the Group status report for the year 2015 were audited by KPMG AG Wirtschaftsprüfungsgesellschaft. KPMG was elected as auditors and Group auditors by the general shareholders’ meeting on 19 May 2015. All audits resulted in an unqualified auditor’s certificate with an explanatory note saying that, without limiting this assessment, the going concern assumption for accounting and valuation is based, in particular, on

  1. full and on-time conclusion of the agreements required for implementation of the EU Commission’s formal decision in the EU state aid proceedings on replenishment of the second-loss guarantee as well as HSH Nordbank AG and its shareholders implementing the formal decision fully and on time
  2. a sale of the operational HSH Nordbank AG having taken place by 28 February 2018 by way of an open, discrimination-free, competitive and transparent process at a favourable selling price free of state aid and the EU having approved the new corporate structure following a viability review. Should the selling process not, by the disposal deadline, lead to favourable bids free of state aid or the Commission conclude the viability review with the finding that integrating the operating company in the new corporate structure would not result in a business model that is viable in the long term, the operating company would discontinue its new business and manage its assets within the scope of what is legally permissible with the objective of an orderly wind-down. In the event of material, unexpected outflows of funds (e.g. in the scenario described above), measures to bolster liquidity would have to be applied.

Furthermore, it is necessary that the acceptance of market participants and other relevant stakeholders required for the successful implementation of HSH Nordbank’s business model and the stipulations arising from the EU Commission’s formal decision is maintained or gained and that the expected recoveries in the shipping markets occur.

The documentation relating to the financial statements and the audit reports together with all attachments were sent out to the members of the Supervisory Board. The auditor initially reported on the implementation and material results of his audit at the meeting of the Audit Committee on 7 June 2016. On this basis and on the basis of its own audit the ­Audit Committee discussed the results in detail with the auditor. At the Supervisory Board meeting on 8 June 2016 the Chairman of the Audit Committee reported to the Supervisory Board on the result of the deliberations on the Audit Committee. The auditors took part in the meeting of the Supervisory Board and reported on the material results of their audit. On the recommendation of the Audit Committee, the Supervisory Board finally agreed with the findings of the audits following its own examination of the reports of the auditors and in-depth discussion and established that following the final result of its own inspections there were no objections to be raised. The Supervisory Board adopted the 2015 annual financial statements drawn up by the Management Board and approved the 2015 consolidated financial statements. Furthermore, it adopted the report of the Supervisory Board for the 2015 financial year.

Furthermore, the Management Board has presented its own report on relations with associated companies (dependence report) in fiscal year 2015 to the Supervisory Board and the statutory auditor on time. The statutory auditor has reviewed the dependence report and issued the following unqualified auditor’s certificate:

“After due examination and assessment we confirm that

  1. the factual statements of the report are correct, and
  2. the Company’s services with respect to the transactions listed in the report were not disproportionately high.”

The Audit Committee and the Supervisory Board have reviewed the Management Board’s dependence report and the statutory auditor’s audit report and have held discussions with the Management Board and the statutory auditor in the context of the annual financial statements. The Supervisory Board agreed with the results of the statutory auditor’s report because in its assessment no objections could be raised to the Management Board’s statement on the dependence report.