Other notes

44. Voting rights notifications

The following voting rights notifications from direct or indirect equity interests in the capital of BLG AG were reported to the Board of Management of BLG AG:

On February 7, 2019, the Free Hanseatic City of Bremen (municipality) notified us pursuant to Section 33 (1) of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) that its share of voting rights in BLG AG amounted to 50.42 percent (corresponding to 1,936,000 voting rights) as of January 31, 2019.

On February 7, 2019, Mr Peter Hoffmeyer notified us pursuant to Section 33 (1) WpHG that the voting rights share of Panta Re AG, Bremen, in BLG AG exceeded the threshold of 10 percent on January 31, 2019, and at that time amounted to 12.61 percent (corresponding to 484,032 voting rights). All voting rights are attributable to Peter Hoffmeyer pursuant to Section 34 (1) sentence 1
no. 1 WpHG.

On November 18, 2016, the Waldemar Koch Foundation, Bremen, notified us pursuant to Section 21 (1) WpHG (old version) that its share of voting rights in BLG AG exceeded the threshold of 5 percent on November 15, 2016, and at that time amounted to 5.23 percent (corresponding to 200,814 voting rights).

On April 8, 2002, Finanzholding der Sparkasse in Bremen, Bremen, notified us pursuant to Section 41 (2) sentence 1 WpHG (old version) that its share of voting rights in BLG AG amounted to 12.61 percent (corresponding to 484,032 voting rights) on April 1, 2002.

Further details are published on our website at: www.blg-logistics.com/de/investor-relations/aktie

45. Information on the Supervisory Board and the Board of Management

Composition of the Supervisory Board

In accordance with the Articles of Incorporation, the Supervisory Board of BLG AG comprises 16 members, namely eight Supervisory Board members elected in accordance with the provisions of the AktG and eight Supervisory Board members representing the employees, who are elected in accordance with the provisions of the German Co-Determination Act.

The composition of the Supervisory Board and the memberships of the Supervisory Board members in other bodies in accordance with Section 125 (1) sentence 5 AktG are presented in the Annex to the notes.

Composition of the Board of Management

The composition of the Board of Management and the memberships of the Board of Management members in other bodies in accordance with Section 125 (1) sentence 5 AktG are presented in the Annex to the notes.

Transactions with the Board of Management and the Supervisory Board

Transactions with the Board of Management and Supervisory Board were limited to services rendered in connection with the Board positions and employment contracts and the remuneration paid for these services.

The members of the Supervisory Board received remuneration of EUR 270,000 in the 2020 financial year (previous year: EUR 271,000), of which EUR 165,000 (previous year: EUR 163,000) was attributable to fixed components. The meeting allowances came to EUR 52,000 (previous year: EUR 59,000), the remuneration for committee work to EUR 14,000 (previous year: EUR 14,000) and the remuneration for in-Group Supervisory Board seats to EUR 39,000 (previous year: EUR 35,000).

The members of the Supervisory Board representing the employees received EUR 31,000 (previous year: EUR 25,000) in contributions to statutory retirement plans in the reporting year.

As of December 31, 2020, as in the previous year, members of the Supervisory Board had not been granted any loans or advance payments. As in the previous year, no contingent liabilities were contracted for the benefit of the members of the Supervisory Board. Travel expenses were reimbursed to the customary extent.

For the 2020 financial year, the active members of the Board of Management received total remuneration of EUR 2,575,000 (previous year: EUR 4,797,000), of which non-performance-based remuneration accounted for EUR 2,769,000 (previous year: EUR 2,846,000) and performance-based remuneration for EUR -194,000 (previous year: EUR 1,951,000). Of the performance-based remuneration, EUR -368,000 (previous year: EUR 407,000) related to the sustainability bonus and EUR 174,000 (previous year: EUR 0) to retroactive payments for prior periods. Another EUR 5,305,000 (determined in accordance with IFRSs; previous year: EUR 913,000) was granted in employee benefit expenses.

On the back of the coronavirus pandemic, the Board of Management voluntarily waived 10 percent of its fixed remuneration in the period from April 1, 2020 until December 31, 2020. The fixed remuneration received in the 2020 financial year is therefore lower than the fixed remuneration granted. The Board of Management already decided in the middle of the second quarter of 2020 to waive both the variable remuneration and the sustainability bonus due to the negative earnings trend in light of the pandemic.

The members of the Board of Management were granted pension entitlements, some of which are against companies of the BLG Group. Otherwise, the entitlements are against related parties. Pension obligations toward former Board of Management members are likewise obligations against related parties.

As of December 31, 2020, the present value of pension obligations for active members of the Board of Management amounted to EUR 6,995,000 (previous year: EUR 2,610,000). This is offset by a market value for reinsurance cover for pension commitments of EUR 1,738,000 (previous year: EUR 1,130,000) (in each case determined in accordance with IAS 19).

The pension commitments provide for a retirement and disability pension of 10 percent of the basic salary. They also provide for a survivor’s pension of 60 percent of the agreed retirement pension. If a retirement pension is claimed before the age of 65, the pensions are reduced by 0.5 percentage points for each full month of early claim, but the maximum reduction is 18 percent. No waiting period is provided for.

In amendments dated January 2020, it was agreed with each individual member of the Board of Management that in the event of their leaving the company prematurely without a benefit event occurring, there would no longer be a pro rata reduction in the defined benefits if the vesting conditions were met.

Further information and remarks concerning the individual remuneration of the Board of Management and Supervisory Board members can be found in the “Remuneration report”.

In the 2020 financial year, the former members of the Board of Management received total remuneration (in particular pension benefits) of EUR 191,000. The present value of pension obligations pursuant to IAS 19 for former members of the Board of Management totaled EUR 5,202,000 as of December 31, 2020.

As was the case in the previous year, members of the Board of Management had not been granted any loans or advance payments as of December 31, 2020. As in the previous year, no contingent liabilities were contracted for the benefit of the members of the Board of Management.

The Supervisory Board and Board of Management remuneration systems are presented in the “Remuneration report” section of the management report.

According to Article 19 of the EU Market Abuse Regulation, members of the Board of Management and the Supervisory Board are legally required to disclose their own transactions with shares of BLG AG or related financial instruments. This applies when the total value of the transactions that a Board member and related parties have carried out within one calendar year reaches or exceeds EUR 5,000.00.

This also applies to the first tier of management and the persons closely related to them.

In line with their reporting obligations, members of the Board of Management, the first tier of management and members of the Supervisory Board of the company and related parties disclosed no acquisitions or sales of shares of BLG AG in the 2020 financial year. As in the previous year, the shareholdings of all Board of Management and Supervisory Board members amount to less than 1 percent of the shares issued by the company.

46. Exercise of exemption options by subsidiaries

The following subsidiaries, which are fully consolidated in the consolidated financial statements, use the exemption options pursuant to Section 264 (3) HGB and Section 264 b HGB:

• BLG LOGISTICS GROUP AG & Co. KG, Bremen
• BLG Automobile Logistics GmbH & Co. KG, Bremen
• BLG Industrielogistik GmbH & Co. KG, Bremen
• BLG International Forwarding GmbH & Co. KG, Hamburg
• BLG AutoRail GmbH, Bremen
• BLG AutoTec GmbH & Co. KG, Bremerhaven
• BLG AutoTerminal Bremerhaven GmbH & Co. KG, Bremerhaven
• BLG AutoTerminal Cuxhaven GmbH & Co. KG, Cuxhaven
• BLG AutoTerminal Deutschland GmbH & Co. KG, Bremen
• BLG AutoTransport GmbH & Co. KG, Bremen
• BLG Cargo Logistics GmbH, Bremen
• BLG Handelslogistik GmbH & Co. KG, Bremen
• BLG Logistics Solutions GmbH & Co. KG, Bremen
• BLG RailTec GmbH, Uebigau-Wahrenbrück
• BLG Sports & Fashion Logistics GmbH, Hörsel

Events after the reporting period

No events of particular significance for the net assets, financial position and results of operations occurred between the end of the financial year ended December 31, 2020 and the preparation of the consolidated financial statements on March 30, 2021.

Fee of the Group auditor

The fee of the Group auditor pursuant to Section 314 (1) no. 9 HGB for the 2019 financial year breaks down as follows:

German Corporate Governance Code

The 20th declaration of compliance with the German Corporate Governance Code as amended on December 16, 2019 was issued by the Board of Management on August 31, 2020 and by the Supervisory Board of BLG AG on September 17, 2020. The declaration has been made permanently available on our website: www.blg-logistics.com/ir.

Bremen, March 30, 2021

BREMER LAGERHAUS-GESELLSCHAFT
-Aktiengesellschaft von 1877-

THE BOARD OF MANAGEMENT