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, 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, 2021:
Klaus Pollok resigned as a member of the Supervisory Board with effect from December 31, 2021. He was replaced as of January 1, 2022 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.
Udo Klöpping resigned as a member of the Supervisory Board with effect from July 15, 2022. Tim Kaemena was appointed to succeed him as a member of the Supervisory Board by court order of the District Court of Bremen on September 8, 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, 2021:
At its meeting on February 24, 2022, the Supervisory Board resolved to extend the contract with Frank Dreeke for two years, until he reaches the statutory retirement age for Board of Management members. He is now appointed until December 31, 2024.
Andrea Eck, originally appointed until December 31, 2024, left the company at her own request with effect from December 31, 2022. She resigned from her seat on the Board of Management at the end of August 31, 2022. CEO Frank Dreeker had assumed responsibility for management of the AUTOMOBILE Division in the interim. At an extraordinary meeting on November 10, 2022, the Supervisory Board resolved to create the new position of Chief Operating Officer (COO) in the company, responsible for overseeing operating business at Board of Management level. In line with the “one face to the customer” principle, the two Board of Management divisions AUTOMOBILE and CONTRACT were merged. When it came to filling this position, the Supervisory Board decided in favor of Matthias Magnor, who has been responsible on the Board of Management for the CONTRACT Division since October 1, 2021. He took over the position of COO with effect from December 1, 2022.
At its meeting on December 15, 2022, the Supervisory Board resolved to extend the contract with Christine Hein for a further five years. She is now appointed until October 31, 2028.
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:
|
2021
|
|
Fixed remuneration
|
178
|
179
|
|
Meeting allowances
|
78 |
63 |
|
Remuneration for intra-Group supervisory board mandates
|
35 |
44 |
|
Total
|
291
|
286
|
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 37 thousand (previous year: EUR 34 thousand) in contributions to statutory retirement plans in the reporting year.
As of December 31, 2022, 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 2022 financial year, the Board of Management received total remuneration in accordance with Section 314 (1) no. 6a HGB of EUR 3,870 thousand (previous year: EUR 3,892 thousand). 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 1,494 thousand (previous year: EUR 1,743 thousand) were recognized as of December 31, 2022 for long-term variable remuneration components for the 2022 financial year. Of this amount, EUR 516 thousand related to the transitional arrangement for Board of Management members appointed before 2020. On attainment of the target in the reporting year, the respective entitlement for the reporting year was recognized in the provisions. This amount was included in the measurement of the multi-year remuneration components for the 2022 reporting year (transitional arrangement and long-term component). The actual payment was measured against the target attainment determined by the Supervisory Board on the basis of the applicable remuneration system over the multi-year period to be measured of two years (transitional arrangement) or four years (long-term component). The determination was based on financial (70 percent weighting) and environmental and social (30 percent weighting) performance criteria. At the reporting date, obligations for variable remuneration components stood at EUR 3,722 thousand (previous year EUR 3,043 thousand).
For former members of the Board of Management, expenses totaling EUR 1,451 thousand were also recognized in connection with severance agreements. The present value of pension obligations pursuant to IAS 19 for former members of the Board of Management totaled EUR 4,843 thousand as of December 31, 2022. 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, 2022. Similarly, as in the previous year, no contingent liabilities were contracted for the benefit of the members of the Board of Management.
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, 2022, the present value of pension obligations for active members of the Board of Management at December 31, 2022 amounted to EUR 2,882 thousand (previous year: EUR 5,752 thousand). The related plan assets stood at EUR 2,963 thousand (previous year: EUR 5,384 thousand).
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:
|
2021
|
|
Short-term employee benefits
|
3,825
|
3,867
|
|
Post-employment benefits
|
45 |
0 |
|
Other long-term employee benefits
|
1,366 |
1,748 |
|
Termination benefits
|
1,451 |
25 |
|
Total
|
6,687
|
5,640
|
Other long-term employee benefits relate to provisions for the long-term variable compensation components of the Board of Management.
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 2022 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, used 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 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 Sports & Fashion Logistics GmbH, Hörsel
47. Events after the Reporting Period
No events of particular significance for the financial position, financial performance and cash flows occurred between the end of the financial year ended December 31, 2022 and the preparation of the consolidated financial statements on March 31, 2023.
48. Remuneration of the Group auditor
The remuneration of the Group auditor pursuant to Section 314 (1) no. 9 HGB for the 2022 financial year breaks down as follows:
|
Audits
|
440
|
|
Other assurance services
|
8 |
|
Other services
|
81
|
|
Total
|
529
|
49. German Corporate Governance Code
The 22nd declaration of compliance with the German Corporate Governance Code (Code), as amended on April 28, 2022, was issued by the Board of Management on August 30, 2022 and by the Supervisory Board of BLG AG on September 15, 2022. On this basis, the Board of Management issued a 23rd declaration of compliance with the Code, as amended on April 28, 2022 on November 29, 2022, and the Supervisory Board of BLG AG followed suit on December 15, 2022, as the creation of the position of a Chief Operating Officer had made amendments necessary. The declarations have been made permanently available on our website: www.blg-logistics.com/en/investor-relations.
Bremen, March 31, 2023
BREMER LAGERHAUS-GESELLSCHAFT
-Aktiengesellschaft von 1877-
THE BOARD OF MANAGEMENT
Frank Dreeke
Michael Blach
Christine Hein
Matthias Magnor
Ulrike Riedel
