Corporate governance statement
BLG AG has published the corporate governance statement on its website. It is available at https://www.blg-logistics.com/en/investors in the Downloads section 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 issued capital, voting rights and transfer of shares in BLG AG
The issued capital amounts to EUR 9,984,000.00 and is divided into 3,840,000 no-par value registered shares with voting rights. Any 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 impediments or agreements concluded between shareholders affecting voting rights. There is no cap on a shareholder’s voting rights and there are no special voting rights. In particular, there are no shares with special rights that confer control. Accordingly, 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 which requirements need to be met in order to attend the Annual General Meeting as a shareholder and to exercise voting rights. Only persons who are recorded in the share register are considered shareholders of the company.
Each shareholder recorded in the share register has the right to attend the Annual General Meeting, to speak on agenda items and to request information on company matters to the extent that this is necessary for proper evaluation of an agenda item. The Annual General Meeting passes resolutions, in particular concerning the discharging of the Board of Management and the Supervisory Board, the appropriation of net retained profits, capital measures, authorizations of stock buybacks and amendments of the Articles of Incorporation.
Shares in capital that exceed 10 percent of the voting rights
Shareholders whose stake in the capital stock 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).
Type of controls on voting rights if employees hold a stake in the capital of the company and do not exercise their control rights directly
BLG AG has not introduced any employee share schemes. To the extent that employees hold shares, they are not subject to any system of control on voting rights. These shares represent non-material 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 appointing and dismissing members of the Board of Management are Section 84 and Section 85 of the German Stock Corporation Act (AktG) and Section 31 and Section 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 not currently 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
The company has not entered into any agreements subject to the condition of a change of control following a takeover bid.
The company has not entered into any compensation agreements 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 (most recently 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 https://www.blg-logistics.com/en/investors (under Corporate Governance). The remuneration report 2024, including the auditor’s audit opinion pursuant to Section 162 AktG, is made publicly available in the Downloads section at the same Internet address.