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 involvement of the Supervisory Board members in other bodies within the meaning of 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.

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.

Remuneration of the Supervisory Board

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

In addition, certain employee representatives on the Supervisory Board receive a regular salary from their employment in the Group in an amount corresponding to appropriate remuneration for the function or activity they exercise in the Group. In this regard, they received EUR 34 thousand (previous year: EUR 32 thousand) in contributions to statutory retirement plans 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.

Remuneration of the Board of Management

For the 2024 financial year, the Board of Management received total remuneration in accordance with Section 314 (1) no. 6a HGB 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 under commercial law. 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 (long-term component). 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 (long-term components). This is based on financial (70 percent weighting) and environmental and social (30 percent weighting) performance criteria. At the reporting date, obligations for variable remuneration components came to EUR 5,020 thousand (previous year EUR 4,346 thousand; EUR 5,128 thousand under commercial law; previous year: EUR 4,501 thousand).

The present value of pension obligations according to IAS 19 for former members of the Board of Management totaled EUR 6,762 thousand as of December 31, 2024. 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. In the 2024 financial year, former members of the Board of Management received total benefits (in particular pension, benefits) of EUR 231 thousand.

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 parties.

As of December 31, 2024, the present value of pension obligations for members of the Board of Management active as of December 31, 2024 total EUR 4,041 thousand (previous year: EUR 4,119 thousand). The related plan assets total EUR 6,043 thousand (previous year: EUR 4,617 thousand).

The pension commitments provide for a retirement and disability pension amounting to 10 percent of the basic salary. They also provide for a survivor’s pension amounting to 60 percent of the agreed retirement pension. In amendments dated January 2020, it has been agreed with each individual member of the Board of Management that in the event that they leave the company prematurely without a claim event occurring, there would no longer be a pro rata reduction in the defined benefit if the vesting conditions were met.

The remuneration of key management personnel at Group level subject to disclosure pursuant to 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:

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 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.

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.

In accordance with 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 the reporting obligations to which they are subject, 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 2024 financial year. As in the previous year, the shareholdings of all Board of Management and Supervisory Board members amounted to less than 1 percent of the shares issued by the company.