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
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
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:
of which relating to prior periods
Other assurance services
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
-Aktiengesellschaft von 1877-
THE BOARD OF MANAGEMENT