Composition of subscribed capital

The subscribed capital of Uzin Utz SE totals EUR 15,133 thousand and is divided into 5,044,319 no-par value bearer shares (ordinary shares). Each share confers the same rights, in particular the same voting rights. The company does not operate within different share classes. Each no-par value share represents EUR 3 of the share capital.

Voting rights and transfer restrictions

There are no legal or statutory provisions restricting voting rights or the transfer of shares. There is a pooling agreement in place between Dr. H. Werner Utz, his children and his sister and her children. The shares of the pool members (2,709,181 shares or 53.7% of the voting rights) can only be disposed of uniformly, and voting rights can only be exercised uniformly at the Annual General Meeting. Apart from the aforementioned agreement, the Management Board is not aware of any restrictions relating to voting rights or the transfer of shares.

Shareholdings of more than 10% of the capital

The Management Board is aware of the notifications received by the company under securities law, and has determined that there are direct or indirect shareholdings in the share capital of Uzin Utz SE that exceed 10% of the voting rights. Further details on this are explained in the notes to the consolidated financial statements under "Disclosures pursuant to Section 160 (1) AktG".

Shares with special rights

There are no shares with special rights conferring powers of control.

Voting right control in the case of employee participation

The Management Board is not aware of any employees holding share in the company who do not exercise their control rights directly.

Appointment and dismissal of members of the Management Board and amendments to the Articles of Association

The Management Board of Uzin Utz SE consists of one or more persons. The number of members of the Management Board is determined by the Supervisory Board. The appointment and dismissal of Management Board members is conducted in accordance with the statutory provisions. With the exception of a judicial replacement appointment, the Supervisory Board alone is responsible for the appointment and dismissal of members of the Management Board. The appointment of members of the Management Board is made in accordance with Section 7 of the Articles of Association of Uzin Utz SE, with a maximum duration of six years. The term of office may be reappointed or extended for a maximum of six years. The Supervisory Board has the authority to appoint a Chairman and a Deputy Chairman of the Management Board. In accordance with the regulations of the German Corporate Governance Code, the maximum possible appointment period of six years does not apply to initial appointments (see B.3).

Amendments to the Articles of Association are in accordance with the provisions of Section 179 AktG and Section 20 of the Articles of Association of Uzin Utz SE. Accordingly, the Supervisory Board is authorised to make amendments to the Articles of Association that only affect the wording. A resolution of the Annual General Meeting is not required. This is particularly relevant in the context of amendments to the Articles of Association following full or partial implementation of the increase in share capital.

Powers of the Management Board to issue and buy back shares

The Management Board is authorised, subject to the approval of the Supervisory Board, to increase the company's share capital on one or more occasions up to 21 May 2029 by up to a total of €3,000,000. This will be achieved by issuing up to a total of 1,000,000 new no-par value ordinary bearer shares with voting rights, with a notional interest in the share capital of €3.00 per share ("Authorised Capital I"). Capital increases can be made against cash and/or non-cash contributions.

The Management Board is authorised, subject to the approval of the Supervisory Board, to increase the company's share capital until 25 May 2026, either once or several times, by up to a total of €4,000,000. This will be achieved by issuing new no-par value ordinary bearer shares with voting rights, with a notional interest in the share capital of €3.00 per share ("Authorised Capital II"). Capital increases can be made against cash and/or non-cash contributions.

The Management Board is also authorised, with the approval of the Supervisory Board, to exclude shareholders' statutory subscription rights in the following cases in particular:

For the fractional amounts resulting from the subscription ratio, for a capital increase against contributions in kind for the acquisition of companies, parts of companies or interests in companies or other assets (even if a purchase price component is paid out in cash in addition to the shares) or as part of business combinations or mergers that are in the well-understood interests of the company, and for a capital increase against cash contributions, Up to a total of 10% of both the share capital existing at the time this authorisation becomes effective and the share capital existing at the time this authorisation is exercised, provided that the issue price of the new shares is not significantly lower than the stock market price of the shares of the same class and features already listed. Shares issued or sold during the term of this authorisation, with the exclusion of subscription rights in direct or analogous application of Section 186 (3) sentence 4 AktG, are to be counted towards this limit of 10% of the share capital.

The Management Board is also authorised, with the approval of the Supervisory Board, to determine a start date for dividend entitlement that deviates from the law and to determine the further details of a capital increase and its implementation, in particular the issue price and the consideration to be paid for the new shares. The Management Board is also authorised to decide on the granting of subscription rights by way of indirect subscription rights in accordance with Section 186 (5) AktG.

The Supervisory Board is authorised to amend the wording of Section 4 of the Articles of Association of Uzin Utz SE accordingly after full or partial implementation of capital increases from Authorised Capital I or II or after expiry of the authorisation period without a capital increase.

At the Annual General Meeting of Uzin Utz SE, the company was authorised to acquire treasury shares. These are to be acquired up to a total of 10% of the share capital existing at the time of the resolution. The purpose of this acquisition is to be for purposes other than trading in treasury shares. The period for this is until 12 May 2030. The company has also been authorised to hold any treasury shares acquired, as well as any other treasury shares attributable to it. The total amount of shares that these two categories may account for at any one time may not exceed 10% of the share capital. The company may exercise the authorisation in full or in part, and if exercised in part, may do so multiple times. Acquisition of shares is permitted exclusively via the stock exchange or through a public purchase offer extended to all shareholders.

The Management Board has been granted authorisation to issue new shares from Authorised Capital I and II. This authorisation is intended to enable the Management Board to cover any capital requirements that may arise in a timely, flexible and cost-effective manner and to take advantage of attractive financing opportunities depending on the market situation. The possibility of acquiring companies or making investments in companies in individual cases by issuing shares in the company to the seller enables the company to expand without compromising its liquidity.

Authorisation to acquire and use treasury shares enables the company, and institutional or other investors, to offer shares in the company and/or to expand the company's shareholder base. The treasury shares can be issued as consideration for the acquisition of companies, equity interests in companies or as part of business combinations. The authorised capital and the authorisation to acquire treasury shares are standard regulations for listed companies of this nature, and do not serve to hinder any potential takeover attempts.

Significant agreements of the company with so-called change-of-control clauses

There are no agreements of the parent company that are subject to a change of control following a takeover bid.

Compensation agreements of the parent company

The parent company has not entered into any compensation agreements with members of the Management Board or employees in the event of a takeover bid.

In the reporting period, there was no reason for the Management Board to deal with questions relating to a takeover or with specifics of the disclosures to be made under the Takeover Directive Implementation Act (Übernahmerichtlinie-Umsetzungsgesetz). The Management Board therefore believes that no further explanations beyond the above disclosures and the disclosures in the management report or Group management report are necessary.