Related party disclosures

Transactions with shareholders

Relationships with the Free Hanseatic City of Bremen (municipality)

As of December 31, 2024, the Free Hanseatic City of Bremen (municipality) was the majority shareholder of BLG AG with a 50.4 percent share of the issued 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 2023.

Transactions with affiliated companies, joint ventures and associates

There were no transactions with affiliated companies, joint ventures or associates in the reporting year, other than those conducted 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 involvement of the Supervisory Board members in other bodies in accordance with Section 125 (1) sentence 5 AktG are disclosed in Annex 1 to the notes.

The composition of the Supervisory Board changed as follows compared with December 31, 2023:

Effective September 27, 2024, Hasan Özer resigned from his position on the Supervisory Board. Mücahit Kara was appointed as his successor, having been appointed as a deputy for Hasan Özer in 2023.

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

Composition of the Board of Management

The composition of the Board of Management and the involvement of the Board of Management 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, 2023:

At its meeting on February 22, 2024, the Supervisory Board 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 therefore succeeded Frank Dreeke, who left the company at the end of 2024 upon reaching the standard retirement age for members of the Board of Management, which BLG LOGISTICS introduced in accordance with the recommendations of the Code.

When Mr. Magnor was appointed to the central position of Chairman of the Board of Management of BLG AG in the spring of 2024, all parties expressed the wish that Mr. Magnor be appointed until the end of December 31, 2029. This was not possible at the time due to mandatory requirements under German stock corporation law. Therefore, at its meeting on February 20, 2025, the Supervisory Board resolved – on the basis of the recommendation of the Human Resources Committee and in agreement with Matthias Magnor – to revoke Matthias Magnor’s appointment as a member and Chairman of the Board of Management and to subsequently reappoint him as a member of the Board of Management of BLG AG with effect from December 31, 2029, and to appoint him as the Chairman of the Board of Management of BLG AG for the duration of this mandate until December 31, 2029.

At its meeting on August 15, 2024, the Supervisory Board appointed Axel Krichel as a new member of the Board of Management, with effect from 1 January 2025, succeeding Matthias Magnor as COO (Chief Operating Officer). His mandate runs until December 31, 2027.

At its meeting on September 12, 2024, the Supervisory Board resolved to renew the contract with Ulrike Riedel for a further five years. Ms. Riedel has now been appointed until June 30, 2030.

Transactions with the Board of Management and the Supervisory Board

Transactions with the Board of Management and the 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 282 thousand in the 2024 financial year (previous year: EUR 285 thousand), of which EUR 165 thousand (previous year: EUR 165 thousand) was attributable to fixed components. Attendance fees of EUR 76 thousand (previous year: EUR 64 thousand) and fixed remuneration components for services on committees of EUR 14 thousand (previous year: EUR 14 thousand) contributed to the total remuneration. Remuneration for in-Group Supervisory Board seats came to EUR 27 thousand (previous year: EUR 42 thousand).

Members of the Supervisory Board who represent employees received EUR 34 thousand (previous year: EUR 32 thousand) in contributions to statutory pension schemes in the reporting year.

As in the previous year, members of the Supervisory Board had not been granted any loans or advance payments as of December 31, 2024. Similarly, as in the previous year, no contingent liabilities were entered into for the benefit of members of the Supervisory Board. Travel expenses were reimbursed to the customary extent.

For the 2024 financial year, the Board of Management received total benefits of EUR 3,785 thousand (previous year: EUR 3,578 thousand). This includes basic remuneration, fringe benefits and variable remuneration payable in the short term.

In addition, provisions of EUR 1,063 thousand (previous year: EUR 1,024 thousand) were recognized for the 2024 financial year as of December 31, 2024. Upon the target being achieved in the reporting year, the respective entitlement for the reporting year is recognized in the provisions. This amount is included in the measurement of multi-year remuneration components for the 2024 reporting year. However, actual payment is measured against target achievement, as determined by the Supervisory Board on the basis of the applicable remuneration system over the multi-year period to be assessed, namely four years. This 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 payable by companies of the BLG Group. Otherwise, the entitlements are payable by related entities. Pension obligations concerning former Board of Management members likewise constitute obligations payable by related entities.

As of December 31, 2024, the present value of pension obligations pursuant to HGB for members of the Board of Management active as of December 31, 2024 amounted to EUR 5,855 thousand (previous year: EUR 5,822 thousand).

Further information and comments concerning the individual remuneration of the Board of Management and Supervisory Board members is presented in the remuneration report, which is publicly available on our website at https://www.blg-logistics.com/en/investors in the Downloads section.

The present value of pension obligations pursuant to HGB for former members of the Board of Management totaled EUR 8,253 thousand as of December 31, 2024. In the 2024 financial year, former members of the Board of Management received total benefits (in particular, pension benefits) of EUR 231 thousand.

As in the previous year, members of the Board of Management had not been granted any loans or advance payments as of December 31, 2024. Similarly, as in the previous year, no contingent liabilities were entered into for the benefit of members of the Board of Management.

Information on the remuneration systems for the Supervisory Board and Board of Management is published on our website at https://www.blg-logistics.com/en/investors 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, as a matter of principle, required 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. No purchases or sales requiring disclosure took place during the reporting year.

Voting rights notifications

The following voting rights notifications, arising from direct or indirect shareholdings 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 voting share 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 share of Panta Re AG, Bremen, in BLG AG exceeded the threshold of 10 percent on January 31, 2019 and at that time was 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 (previous version) that its voting share 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 (previous version) that its voting share in BLG AG on April 1, 2002 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 propose the following distribution of profits to the Annual General Meeting on June 11, 2025: Distribution of a dividend of EUR 0.50 per no-par value registered share (which corresponds to around 19.2 percent per no-par value share) for the 2024 financial year, corresponding to the net retained profits of EUR 1,920 thousand.

Consolidated financial statements

The company, together with BLG KG as the joint parent enterprise, prepared combined financial statements as of December 31, 2024 in accordance with IFRS, as adopted by the European Union, as well as the further 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 required to fulfil the actual duty to prepare combined financial statements (financial statements in accordance with Section 315e HGB). The financial statements according to Section 315e HGB are published in the business register and available at the company’s headquarters in Bremen.

German Corporate Governance Code

The 25th declaration of compliance with the German Corporate Governance Code, as amended on April 28, 2022, was issued by the Board of Management on November 19, 2024, and by the Supervisory Board of BLG AG on December 12, 2024.

Report on events after the balance sheet date

No events of particular significance with effect on December 31, 2024 occurred between the end of the reporting year and the preparation of the annual financial statements on March 28, 2025.

Bremen, March 28, 2025

BREMER LAGERHAUS‑GESELLSCHAFT
-Aktiengesellschaft von 1877-

THE BOARD OF MANAGEMENT