Report of the Supervisory Board 2024

Dear readers,

The ongoing war in Ukraine and the conflict in the Middle East continued to keep the world occupied in 2024. Geopolitical uncertainty and a sluggish economy, coupled with climate change and the persistent shortage of skilled labor, made for yet another challenging year. Despite this difficult environment, we were able to close the 2024 financial year significantly better than originally expected, vastly outperforming the previous year. We would therefore like to extend our special thanks to all BLG LOGISTICS employees for their important contribution to this positive outcome in these challenging times.

In the 2024 financial year, the Supervisory Board of BREMER LAGERHAUS‑GESELLSCHAFT -Aktiengesellschaft von 1877- (BLG AG) actively engaged in the duties assigned to it by law, the Articles of Incorporation and rules of procedure, and regularly and extensively discussed the company’s position and development. The Supervisory Board continuously oversaw and supported the work of the Board of Management in the financial year. The detailed reports made by the Board of Management in written and oral form constituted the basis for this. In addition, the Chairman of the Supervisory Board regularly exchanged information and ideas with the Board of Management, thereby ensuring that the Supervisory Board was always informed promptly and comprehensively about the proposed business policy, corporate planning, sustainability objectives, the current earnings situation, including the risk position and risk management, and the position of the company and the BLG Group.

In accordance with the recommendations and suggestions of the German Corporate Governance Code (the Code), the Supervisory Board assisted the Board of Management in the management of the company and advised it on matters of management and sustainability.

Whenever management decisions or measures required approval according to the pertinent legislation, the Articles of Incorporation or the rules of procedure, the members of the Supervisory Board – with consultation from its committees where applicable – reviewed the draft resolutions at meetings or adopted these on the basis of written information. In line with the recommendations of the Code, the Supervisory Board also occasionally meets without the attendance of the Board of Management.

The Supervisory Board was closely involved in decisions of major significance for BLG LOGISTICS from an early stage.

The economic and risk position and the development prospects of BLG LOGISTICS, the individual divisions and business areas and of major associates in Germany and abroad, as described in the reports of the Board of Management, were subject to detailed discussions.

The Supervisory Board convened at five regular meetings and one unscheduled meeting in 2024. The meetings of the Supervisory Board and its committees are generally held in person, with the option of video conferencing. In the reporting year, a total of 15 meetings of the Supervisory Board and its committees were held; two committee meetings as video conferences, the remainder face-to-face.

The meetings held as video conferences were brief meetings of the Human Resources Committee and the Investment Committee convened at short notice.

The overall attendance rate was 93.8 percent and no member of the Supervisory Board attended fewer than half of the meetings. Average attendance (physical and virtual) at committee meetings was 95.5 percent in 2024. In certain cases, members of the Supervisory Board elected by the shareholders and by the employees prepared for the meetings in separate consultations. Details on attendance can be found in the table.

The Mediation Committee (committee in accordance with Section 27 (3) MitbestG (German Codetermination Act)) did not convene in the 2024 financial year. There were no conflicts of interest affecting members of the Board of Management and the Supervisory Board that require immediate disclosure to the Supervisory Board and which the Annual General Meeting must be informed of.

The CODE recommends that members of the Board of Management are only permitted to assume secondary activities, particularly supervisory board mandates outside the company, with the approval of the Supervisory Board. The mandates assumed did not give rise to any identifiable conflicts of interest; on the contrary, they were deemed to be consistently in the interest of BLG LOGISTICS.

Issues discussed by the Supervisory Board

The consultations of the Supervisory Board at its meetings in 2024 consistently focused on current business development and the challenges posed by global political tensions and the economic situation. Furthermore, important matters regarding the strategy and business activities of BLG LOGISTICS and its divisions, and personnel matters, were addressed. The restructuring at the AutoTerminal in Bremerhaven was closely monitored and discussed at regular intervals. At its individual meetings, the Supervisory Board continued to focus on strategic issues and geopolitical estimates, such as the expansion of the business areas, as well as BLG LOGISTICS’ further growth spurred by new business, partnerships and investments, the company’s current risk exposure, including the risk management system and the risk-conscious management of the company’s development.

In particular, at its meeting on February 22, 2024, the Supervisory Board also appointed Matthias Magnor as the new Chairman of the Board of Management (CEO), starting January 1, 2025. Other key topics covered at this meeting included decisions regarding capital expenditure, plus risk reporting.

In addition, at its meeting on April 25, 2024 the Supervisory Board considered at length the variable remuneration of the Board of Management for the 2023 financial year and the annual and combined financial statements, the agenda for the 2024 Annual General Meeting and the combined non-financial statement.

A meeting of the Supervisory Board was also held after the Annual General Meeting on June 12, 2024. At this meeting, decisions were made with regard to upcoming investments in particular.

At the extraordinary meeting of the Supervisory Board on August 15, 2024, Axel Krichel was appointed as an additional member of the Board of Management of BLG AG, with effect from January 1, 2025 so that he could assume the position of COO (Chief Operating Officer).

Moreover, at its meeting on September 12, 2024, the Supervisory Board advised on the interim financial report of BREMER LAGERHAUS‑GESELLSCHAFT -Aktiengesellschaft von 1877- and various investments. At the same meeting, the Supervisory Board resolved to renew the contract with Ulrike Riedel for a further five years.

The declaration of compliance with the German Corporate Governance Code was adopted at the meeting of December 12, 2024.

Corporate planning, as well as short-term earnings and financial planning, were also discussed in detail at the meeting of December 12, 2024. The heads of the Internal Audit and Compliance departments reported to the Supervisory Board at this meeting.

All major business transactions, the position of the company, the development of the assets, liabilities, financial position and profit or loss, as well as the budget-to-actual variance analyses for corporate planning (incl. forecasts), were discussed in depth with the Board of Management in a timely manner.

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 composition of the Board of Management changed as follows in the 2024 financial year:

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.

Work of the committees

In order to perform its duties efficiently, the Supervisory Board has additionally set up four committees. The committees of the Supervisory Board are the Audit Committee, the Human Resources Committee, the Investment Committee and the Mediation Committee in accordance with Section 27 (3) MitbestG (German Codetermination Act). They prepare the resolutions of the Supervisory Board in the plenary session and, where permissible, rule on individual cases in its place. Separate rules of procedure apply to the Audit Committee and the Investment Committee. All committees have equal representation.

The Audit Committee held two meetings in the 2024 financial year. The main subject of the meeting on April 23, 2024 was the extensive discussion and examination of the annual financial statements, the combined financial statements and the management reports for the 2023 financial year. Representatives from the auditing firm were present at the meeting when the annual financial statements were discussed and they reported on the findings of their audit. In addition, the Audit Committee addressed the appropriation of the net retained profits (in accordance with the German Commercial Code, Handelsgesetzbuch, HGB) as well as the convening of the Annual General Meeting and submitted resolutions to the Supervisory Board.

The Audit Committee oversees the selection, independence, rotation and efficiency of the auditing firm and the services it provides, and is responsible for reviewing the quality of the audit process. Any questions in this regard are discussed in the plenary session. Furthermore, the Chairman of the Audit Committee consults with the auditor on a regular basis and keeps the plenary session informed on the progress of the audit. In addition, a newly created survey was employed for the first time in 2021 to review the quality of the audit of the annual financial statements. As a result and since that time, no impediments to the selection of PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Bremen, as statutory auditor for the 2024 financial year have come to light.

BLG LOGISTICS changes its auditing firm on a regular basis, in line with regulatory requirements. Within the scope of the respective tendering process, the Audit Committee takes the expertise, experience and independence of the candidates into consideration.

At its meeting on December 10, 2024, the Audit Committee primarily addressed corporate planning, including earnings and financial planning in the medium term, and the approval of non-audit services by the auditing firm. A further focus of the Audit Committee’s work was reporting on the audit and on the compliance system and various financial matters. Representatives from the auditing firm also presented the audit risk, audit strategy and audit planning.

The Human Resources Committee held six meetings in the reporting year. At all of its meetings, the Committee primarily addressed personnel matters relating to the Board of Management. In addition to determining and reviewing the remuneration system of the Board of Management, its deliberations also focused on naming successors for the positions of CEO (Chief Executive Officer) and COO (Chief Operating Officer). At its meeting on September 12, 2024, the Supervisory Board consulted on the renewal of Ulrike Riedel’s contract.

The Investment Committee convened on July 10, 2024 and resolved investments for new business in the CONTRACT Division.

The Mediation Committee (committee in accordance with Section 27 (3) MitbestG (German Codetermination Act)) did not meet in the reporting year.

The meetings and resolutions of the committees were prepared on the basis of reports and other information provided by the Board of Management. Members of the Board of Management regularly attended committee meetings. The chairs of the committees reported to the Supervisory Board on the activities and their results following the meetings and submitted recommendations for resolutions.

Training and self-assessment

The members of the Supervisory Board take responsibility for undertaking any training or professional development measures required to perform their duties, for example to bring them up to speed with changes in the legal framework and new technologies, and receive support with this from BLG LOGISTICS. In-house training courses and informational events for targeted further training are available as required. No training on the topic of compliance took place in the 2024 reporting year, following the compliance training at the end of 2023. Furthermore, new Supervisory Board members are given the opportunity to meet with members of the Board of Management and senior executives from the individual segments to discuss fundamental and topical issues and thereby obtain an overview of the main issues relevant to the company (onboarding). The next regular training course is scheduled for 2025.

The Supervisory Board evaluates at regular intervals how effectively the Supervisory Board as a whole and its committees fulfill their tasks. The findings are then discussed in depth by the Supervisory Board and necessary action is taken where required. The most recent assessment, based on a survey to be completed anonymously and the subsequent evaluation of the findings in the plenary session, took place in the 2024 financial year. It did not give rise to any indications of material shortcomings at this time or since. The next self-assessment is planned for the 2027 financial year.

Corporate governance and declaration of compliance

The Supervisory Board dealt with the application of the GERMAN CORPORATE GOVERNANCE CODE within the company. The 25th declaration of compliance with the recommendations of the Code, dated December 12, 2024 and prepared by the Supervisory Board and the Board of Management pursuant to Section 161 of the German Stock Corporation Act (AktG), corresponds to the amended version published on April 28, 2022. The joint declaration of compliance is permanently available on the BLG LOGISTICS website at www.blg-logistics.com/en/investors in the Downloads section.

Audit of the annual and combined financial statements

The representatives of PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Bremen, the auditing firm duly engaged as auditor, were present at the Supervisory Board’s accounts meeting for the 2024 financial year and at the preparatory meeting of the Audit Committee, and reported in detail on the findings of their audit.

The annual financial statements and management report, as well as those financial statements required to fulfil the duty to prepare the combined financial statements of BLG AG (financial statements according to Section 315e HGB), and the combined financial statements and group management report of BLG LOGISTICS have been prepared by the Board of Management in accordance with the statutory provisions and in compliance with generally accepted accounting principles and have been audited by PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Bremen, the auditing firm appointed by the Annual General Meeting who issued an unqualified auditor’s report.

The auditing firm has reviewed the report on relationships with affiliated companies (dependent company report) prepared by the Board of Management for the 2024 financial year and issued the following auditor’s report:

“After conducting our examination and assessment in accordance with our obligations, we confirm that

1. The factual statements contained in the report are correct,
2. benefits derived by the company from the legal transactions specified in the report were not unrea-sonably high.”

The annual financial statements and management report, those financial statements required to fulfil the duty to prepare combined financial statements, including the management report, the combined financial statements and the group management report, and the audit reports of the company’s auditor were made available to all members of the Supervisory Board in good time.

For its part, the Supervisory Board has reviewed the annual financial statements, the combined financial statements, the financial statements required to fulfil the duty to prepare combined financial statements, the management reports and the group management report of the Board of Management, and the proposal of the Board of Management concerning appropriation of the net retained profits (in accordance with HGB). The Supervisory Board concurs with the findings of the audit of the annual financial statements, the combined financial statements and the financial statements required to fulfil the duty to prepare combined financial statements, including the management reports, as conducted by the auditing firm. The Supervisory Board has approved and adopted the annual financial statements prepared by the Board of Management. The Supervisory Board has also approved the financial statements required to fulfil the duty to prepare combined financial statements, as prepared by the Board of Management, and the combined financial statements. The Supervisory Board concurs with the management reports and, in particular, with the evaluation of BLG LOGISTICS’ further development. This also applies to the dividend policy and the decisions regarding reserves at BLG AG.

Furthermore, the Supervisory Board has reviewed the report of the Board of Management on the relationships with affiliated companies and the findings of the audit of this report conducted by the auditing firm. The Supervisory Board concurs with the findings of the audit of the dependent company report conducted by the auditing firm. According to the final findings of the review of the dependent company report by the Supervisory Board, there are no objections to the final statement of the Board of Management in the latter report.

Non-financial report

BLG LOGISTICS has prepared a combined non-financial statement in accordance with Section 315b HGB since the 2017 financial year. This statement for the 2024 financial year is integrated into the 2024 sustainability report as a separate non-financial report and its contents have been reviewed by the Supervisory Board. The review did not give rise to any objections. reporting.blg-logistics.com

The Supervisory Board would like to thank the members of the Board of Management and all employees for their high level of commitment and unswerving efforts to keep our company on a path to success. The Supervisory Board is convinced that, going forward, BLG LOGISTICS will continue to master the challenges together and to secure its earning power in the long term.

Bremen, April 2025

For the Supervisory Board

Dr. Klaus Meier
Chairman