Reporting 2021

Other notes

44. Voting rights notifications

The following voting rights notifications from direct or indirect equity investments 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 as of April 1, 2002 its share of voting rights in BLG AG amounted to 12.61 percent (corresponding to 484,032 voting rights)

Further details are published on our website at www.blg-logistics.com/en/investor-relations/share.

45. Supervisory Board and 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 German Stock Corporation Act (AktG) and eight Supervisory Board members representing the employees, who are elected in accordance with the provisions of the German Codetermination Act (MitbestG).

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 Annex 1 to the notes.

The composition of the Supervisory Board changed as follows compared with December 31, 2020:

Karl-Heinz Dammann resigned as a member of the Supervisory Board with effect from June 30, 2021. He was replaced by Jörn Schepull. Jörn Schepull was elected as a substitute member for Karl-Heinz Dammann in 2018.

Klaus Pollok resigned as a member of the Supervisory Board with effect from December 31, 2021. He was replaced by Fabian Goiny. Fabian Goiny was elected as a substitute member for Klaus Pollok in 2018.

Vera Visser resigned as a member of the Supervisory Board with effect from February 28, 2022. Martin Peter was appointed to succeed her as a member of the Supervisory Board by court order of the District Court of Bremen on March 11, 2022.

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 Annex 2 to the notes.

The following changes were made to the composition of the Board of Management compared with December 31, 2020:

Jens Wollesen (originally appointed until June 30, 2024), member of the Board of Management for the CONTRACT Division, left the company at his own request with effect from September 30, 2021 to pursue other professional activities. He had been released from his duties since June 30, 2021. He was succeeded from October 1, 2021 by Matthias Magnor, who was appointed at the Supervisory Board meeting on June 14, 2021 for a period of three years.

At its meeting on February 24, 2022, the Supervisory Board decided to extend the contract with Frank Dreeke for two years, until he reaches the standard retirement age for Board of Management members. He is now appointed until December 31, 2024.

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.

Remuneration of the Supervisory Board

The active members of the Supervisory Board received the following remuneration:

EUR thousand 2021 2020
Fixed remuneration 179 179
Meeting allowances 63 52
Remuneration for intra-Group supervisory board mandates 44 39
Total 286 270

In addition, employee representatives on the Supervisory Board receive, in part, a regular salary from the respective employment relationship in the Group in an amount corresponding to appropriate remuneration for the function or activity discharged in the Group. In this regard, they received EUR 34,000 (previous year: EUR 31,000) in premium payments for statutory retirement plans in the reporting year.

As of December 31, 2021, 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.

Remuneration of the Board of Management

For the 2021 financial year, the Board of Management received total remuneration in accordance with Section 314 (1) no. 6a HGB of EUR 3,892,000 (previous year: EUR 2,575,000). This included basic remuneration, fringe benefits and variable remuneration components payable in the short term (including compensation agreed under severance agreements). In addition, provisions of EUR 1,748,000 (previous year: EUR 0,000) were recognized as of December 31, 2021 for long-term variable remuneration components for the 2021 financial year. Of this amount, EUR 699,000 related to the transitional arrangement for Board of Management members appointed before 2020. With the fulfillment of their duties in the reporting year the respective entitlement is fully vested, whereby the actual payment is measured against the target achievement determined by the Supervisory Board on the basis of the applicable remuneration system and is made in 2023 (transitional arrangement) or 2025 (long-term component). The determination is based on financial (70 percent weighting) and environmental and social (30 percent weighting) performance criteria.

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.

As of December 31, 2021, the present value of pension obligations for active members of the Board of Management amounted to EUR 5,752,000 (previous year: EUR 5,811,000).

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. 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.

The remuneration of key management personnel at Group level subject to disclosure in accordance with IAS 24 comprises the remuneration of the active Board of Management and of the Supervisory Board.

The active members of the Board of Management received the following remuneration:

EUR thousand 2021 2020
Short-term employee benefits 3,867 2,575
Post-employment benefits 0 5,305
Other long-term employee benefits 1,748 0
Termination benefits 25 241
Total 5,640 8,121

Post-employment benefits include the service cost resulting from pension provisions for active members of the Board of Management. Other long-term employee benefits relate to provisions for the long-term variable compensation components of the Board of Management.

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, 2021. As in the previous year, no contingent liabilities were contracted for the benefit of the members of the Board of Management.

In the 2021 financial year, the former (as of December 31, 2021) members of the Board of Management received total remuneration (in particular pension benefits) of EUR 175,000. The present value of pension obligations pursuant to IAS 19 for former members of the Board of Management totaled EUR 5,108,000 as of December 31, 2021.

Remuneration report and remuneration system

Further information and remarks concerning the individual remuneration of the Board of Management and Supervisory Board members is publicly accessible on our website www.blg-logistics.com/en/investor-relations in the Download area.

The Supervisory Board and Board of Management remuneration systems are available on our website www.blg-logistics.com/en/investor-relations under Corporate governance.

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 2021 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 264b HGB:

  • BLG LOGISTICS GROUP AG & Co. KG, Bremen
  • BLG Automobile Logistics GmbH & Co. KG, Bremen
  • BLG Industrielogistik GmbH & Co. KG, Bremen
  • 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
  • BLG Sports & Fashion Logistics GmbH, Hörsel

47. Events after the reporting period

The war between Russia and Ukraine, which was started in February 2022, will further impact the world economy, global trade flows and supply chains. In particular, supply chain disruptions with regard to components for our customers’ production, rising energy prices and an even greater shortage of truck drivers and other skilled workers may have a negative impact. Due to the various transactions and services we have agreed with our customers, energy price increases in particular cannot always be passed on in full, resulting in a significantly higher fixed cost burden. At the same time, certain volumes of business with the regions of Ukraine and Russia are also expected to decline or even dry up completely. At this stage, the precise implications of the crisis cannot be reliably evaluated. A significant negative impact on our financial position, financial performance and cash flows is likely.

Furthermore, it is possible that we may have to temporarily or permanently suspend our business at sites in this region or that we will lose access to them. The basis for our business operations is at risk. It is therefore possible that the net assets and goodwill of BLG Logistics Automobile St. Petersburg Co. Ltd., St. Petersburg/Russia (100 percent shareholding), and the carrying amount of the investment in BLG ViDi LOGISTICS TOW, Kyiv, Ukraine, (50 percent shareholding, equity-method), may have to be written down. The revenue of the Russian company amounted to less than 1 percent of Group revenue in 2021.

48. Remuneration of the Group auditor

The remuneration of the Group auditor pursuant to Section 314 (1) no. 9 HGB for the 2021 financial year breaks down as follows:

EUR thousand 2021
Audits 389
of which relating to prior periods 25
Other assurance services 8
Other services 38
Total 435

49. German Corporate Governance Code

The 21st 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, 2021, and by the Supervisory Board of BLG AG on September 16, 2021. The declaration has been made permanently available on our website: www.blg-logistics.com/en/investor-relations.

Bremen, March 29, 2022

BREMER LAGERHAUS-GESELLSCHAFT
-Aktiengesellschaft von 1877-

THE BOARD OF MANAGEMENT