Related party disclosures

Transactions with shareholders

Relationships with the Free Hanseatic City of Bremen (municipality)

As of December 31, 2023, the Free Hanseatic City of Bremen (municipality) was the majority shareholder of BLG AG with a 50.4 percent share of the subscribed capital. The Free Hanseatic City of Bremen (municipality) received a dividend as a result of the resolution on the appropriation of net retained profits for 2022.

Transactions with affiliated companies, joint ventures and associates

There were no transactions with affiliated companies, joint ventures and associates in the reporting year conducted other than on an arm’s length basis.

Board of Management and Supervisory Board

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, 2022:

The regular term of office of all Supervisory Board members duly expired at the end of the Annual General Meeting on June 7, 2023. The employee representatives on the Supervisory Board were elected on April 27, 2023 in accordance with the provisions of the German Codetermination Act. The shareholder representatives were elected by way of an individual vote at the Annual General Meeting.

Mr. Ralf Finke and Mr. Olof Jürgensen, Mr. Hasan Özer, Mr. Thorsten Ruppert and Mr. Ralph Werner were newly elected to the Supervisory Board as employee representatives and Mr. Peter Hoffmeyer as shareholder representative.

At the constituent Supervisory Board meeting following the Annual General Meeting, Dr. Klaus Meier was re-elected as the Chairman of the Supervisory Board.

The previous Supervisory Board members Mr. Heiner Dettmer, Mr. Fabian Goiny, Ms. Beate Pernak, Mr. Martin Peter, Mr. Jörn Schepull and Mr. Reiner Thau stepped down from the Supervisory Board.

In addition, Dr. Claudia Schilling and Mr. Dietmar Strehl resigned their mandates with effect from November 15, 2023. Mr.Björn Fecker and Ms. Kristina Vogt were appointed to succeed them as members of the Supervisory Board by court order of the District Court of Bremen on November 27, 2023.

No former members of the Board of Management of BLG AG are represented on the Supervisory Board. The length of service and memberships in the committees are listed in the corporate governance statement, which is accessible on our website at www.blg-logistics.com/ir in the Download area.

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, 2022:

At its meeting on December 14, 2023, the Supervisory Board resolved to extend the contract with Matthias Magnor by five years.

At its meeting on February 22, 2024, the Supervisory Board additionally appointed Matthias Magnor as the new Chairman of the Board of Management from January 1, 2025 for the remaining term of his mandate until September 30, 2029. He thus succeeds Mr. Frank Dreeke, who will leave the company at the end of 2024 as he will have reached the standard retirement age for members of the Board of Management, which BLG LOGISTICS introduced in accordance with the recommendations of the Code.

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 285 thousand in the 2023 financial year (previous year: EUR 291 thousand), of which EUR 165 thousand (previous year: EUR 164 thousand) was attributable to fixed components. The meeting allowances came to EUR 64 thousand (previous year: EUR 78 thousand, the remuneration for services on committees to EUR 14 thousand (previous year: EUR 14 thousand) and the remuneration for in-Group Supervisory Board seats to EUR 42 thousand (previous year: EUR 35 thousand).

The members of the Supervisory Board representing the employees received EUR 32 thousand (previous year: EUR 37 thousand) in contributions to statutory retirement plans in the reporting year.

As at December 31, 2023, 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 2023 financial year, the Board of Management received aggregate benefits of EUR 3,578 thousand (previous year: EUR 3,870 thousand). This included basic remuneration, fringe benefits and variable remuneration components payable in the short term.

In addition, provisions of EUR 1,024 thousand (previous year: EUR 1,494 thousand) were recognized as of December 31, 2023 for long-term variable remuneration components for the 2023 financial year. On attainment of the target in the reporting year, the respective entitlement for the reporting year shall be recognized in the provisions. This amount was included in the measurement of the multi-year remuneration components for the 2023 reporting year. However, 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 four years. The determination was 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 entities. Pension obligations toward former Board of Management members are likewise obligations against related entities.

As of December 31, 2023, the present value of pension obligations pursuant to the German Commercial Code (HGB) for active members of the Board of Management at December 31, 2023 amounted to EUR 5,822 thousand (previous year: EUR 4,751 thousand).

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

The present value of pension obligations pursuant to HGB for former members of the Board of Management totaled EUR 6,489 thousand as of December 31, 2023. In the 2023 financial year, the former members of the Board of Management received aggregate benefits (in particular pension benefits) of EUR 224 thousand.

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, 2023. Similarly, 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 available on our website at www.blg-logistics.com/en/investor-relations under Corporate governance.

Director’s dealings

In accordance with Article 19 of the EU Market Abuse Regulation, members of the Board of Management, the first tier of management and the Supervisory Board are required as a matter of principle to disclose their own transactions with shares of BLG AG or related financial instruments.

The shareholdings of these persons amount to less than 1 percent of the shares issued by the company. There were no purchases and sales requiring disclosure during the reporting year.

Voting rights notifications

The following voting rights notifications from direct or indirect shares 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.

Proposal on the appropriation of net profit

The Board of Management and Supervisory Board will submit the following dividend distribution proposal to the Annual General Meeting on June 12, 2024: distribution of a dividend of EUR 0.45 per no-par value registered share (which corresponds to around 17.3 percent per no-par value share) for the 2023 financial year, corresponding to the net retained profits of EUR 1,728 thousand.

Consolidated financial statements

The company, together with BLG KG as the joint parent enterprise, prepared combined financial statements as of December 31, 2023 in accordance with IFRSs, as adopted by the European Union, as well as the additionally applicable provisions of German commercial law as set forth in Section 315e (3) HGB in conjunction with Section 315e (1) HGB. Furthermore, it prepared a set of financial statements for the purpose of fulfilling the actual duty to prepare consolidated financial statements (financial statements in accordance with Section 315e HGB). Both sets of financial statements are published in the Company Register and are available at the headquarters of the company in Bremen.

German Corporate Governance Code

The 24th declaration of compliance with the German Corporate Governance Code as amended on April 28, 2022, was issued by the Board of Management on November 14, 2023, and by the Supervisory Board of BLG AG on December 14, 2023.

Report on post-balance sheet date events

No events of particular significance that could be expected to materially influence the financial position, financial performance and cash flows at December 31, 2023 occurred between the end of the reporting period and the preparation of the annual financial statements on March 28, 2024.

Bremen, March 28, 2024

BREMER LAGERHAUS-GESELLSCHAFT -Aktiengesellschaft von 1877-

THE BOARD OF MANAGEMENT