Corporate governance statement
BLG AG has published the corporate governance statement on the company website. It is accessible at www.blg-logistics.com/ir in the Download area and includes the declaration of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG), the disclosures on corporate governance, as well as the procedures of the Board of Management and the Supervisory Board.
Takeover-related disclosures in accordance with Section 315a (1) HGB
Composition of the subscribed capital, voting rights and transfer of shares of BLG AG
The subscribed capital amounts to EUR 9,984,000.00 and is divided into 3,840,000 no-par value registered shares with voting rights. Transfer of the shares requires the approval of the company in accordance with Section 5 of the Articles of Incorporation.
Each share is accorded one vote. The Board of Management of BLG AG is not aware of any restrictions or agreements between shareholders affecting voting rights. There is no maximum limit for a shareholder’s voting rights and there are no special voting rights. In particular there are no shares with special rights that confer controlling powers. This means the principle of “one share, one vote” is implemented in full.
The shareholders exercise their co-administration and control rights at the Annual General Meeting. Section 19 of the Articles of Incorporation stipulates what requirements have to be met in order to participate in the Annual General Meeting as a shareholder and exercise voting rights. Only persons who are entered in the share register are regarded as shareholders of the company.
Every shareholder entered in the share register has the right to attend the Annual General Meeting, take the floor there regarding the respective items on the agenda and request information on company matters to the extent that this is necessary for proper evaluation of an item on the agenda. The Annual General Meeting passes resolutions primarily on formal approval of the Board of Management and Supervisory Board, appropriation of net retained profits, capital measures, authorization for stock buybacks, and amendments to the Articles of Incorporation.
Shares in capital that exceed 10 percent of the voting rights
Shareholders whose share in the share capital exceeds 10 percent are the Free Hanseatic City of Bremen (municipality) (50.4 percent), Panta Re AG, Bremen, (12.6 percent) and Finanzholding der Sparkasse in Bremen, Bremen (12.6 percent).
System of control of any employee share scheme where the control rights are not exercised directly by the employees
BLG AG has not introduced any employee share schemes. To the extent that employees hold shares, they are not subject to any system of voting rights control. These shares represent insignificant portions of the company capital.
Appointment and dismissal of Board of Management members and amendment of the Articles of Incorporation
The relevant legal provisions for appointment and dismissal of members of the Board of Management are Sections 84 and 85 of the German Stock Corporation Act (AktG) and Sections 31 and 33 of the German Codetermination Act (MitbestG). Sections 119, 133 and 179 AktG as well as Section 15 of the Articles of Incorporation apply to amendments to the Articles of Incorporation.
Powers of the Board of Management to issue or buy back shares
The Board of Management is currently not authorized by the Annual General Meeting to issue or buy back shares.
Significant agreements subject to the condition of a change of control following a takeover bid and compensation agreements made by the company with members of the Board of Management or employees for the event of a takeover bid
Agreements on the part of the company subject to the condition of a change of control following a takeover bid have not been made.
No compensation agreements were made by the company with members of the Board of Management or employees for the event of a takeover bid.
Remuneration report and remuneration system
The applicable remuneration system of the Board of Management pursuant to Section 87a (1) and (2) sentence 1 of the German Stock Corporation Act (AktG), which was approved by the Annual General Meeting (latterly on June 7, 2023), and the system for the remuneration of the members of the Supervisory Board (Section 113 (3) AktG), which was also approved by the Annual General Meeting, are publicly available at www.blg-logistics.com/ir (under Corporate Governance). The remuneration report 2023, including the auditor’s report pursuant to Section 162 AktG, is made publicly available in the Download area at the same Internet address.