Financial risk management and derivative financial instruments

Additional information on financial instruments

The following tables present the carrying amounts and fair values of the financial assets and liabilities, including the level of the fair value hierarchy on which the fair value measurement is based. In instances where the book value is a reasonable approximation of fair value, the latter is not shown separately.

The shares in non-consolidated affiliated companies and investments are recognized at cost, as there are no indications that the acquisition costs do not correspond to the fair value. The companies in question can be found in the list of shareholdings. This list is located under the "Other information" section in the notes to the consolidated financial statements.

The fair values of derivative financial assets and liabilities are determined using bank valuation models based on current exchange rates and yield curves. These assets are allocated to level 2 of the fair value hierarchy.

The fair value of loan liabilities to banks is determined using the present value method, which is based on current yield curves, taking into account credit spreads that are not directly observable. For this reason, they are allocated to level 3 of the valuation hierarchy.

The net gains and losses of the individual categories of financial instruments are as follows:

The net gains and losses from financial instruments are measured at fair value through profit or loss. This includes the results from measuring derivative financial instruments and write-downs of financial assets at fair value.

The net gains and losses from financial assets measured at amortized cost include interest income, gains and losses from foreign currency translation, impairment losses and reversals, gains and losses from derecognition, and income from recoveries of previously written-down financial instruments.

Losses from value adjustments on financial assets measured at amortized cost amount to EUR 542 thousand (364), and are mainly attributable to the insolvency of a contracting party. These losses are due to the write-off of uncollectible receivables and are reported under other operating expenses.

Net gains and losses from financial liabilities measured at amortized cost include interest expenses, gains and losses from foreign currency translation and gains and losses from derecognition.

Total interest income from financial assets measured at amortized cost amounted to EUR 251 thousand (341) and total interest expenses from financial liabilities measured at amortized cost amounted to EUR 2,487 thousand (3,188).

Risks from financial instruments

Typical risks from financial instruments are market risks, currency risks, interest rate risks, credit risks and liquidity risks. The risk management system of the Uzin Utz Group is presented in the risk report of the Group management report. On the basis of the information presented below, it can be assumed that there are no explicit risk concentrations from financial risks.

Market risks

Market risk is defined as the risk that the fair value or future cash flows of an original or derivative financial instrument will fluctuate due to changes in risk factors. The main market risks to which the Uzin Utz Group is exposed are currency risk and interest rate risk. These risks can result in fluctuations in earnings, equity and cash flow.

The analysis described below and the amounts determined with the aid of sensitivity analyses represent hypothetical, forward-looking statements that may differ from actual events due to unforeseeable developments on the financial markets. Additionally, the analysis does not address non-financial risks or risks that are not quantifiable, such as business risks or geopolitical developments.

Currency risks

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in exchange rates.

Currency risks as defined by IFRS 7 arise from financial instruments that are recognized in a currency other than the functional currency. Exchange rate-related differences arising from the translation of the financial statements of subsidiaries into the Group currency are not taken into account.

The Group is exposed to currency risks from individual transactions. These result from purchases and sales of goods/products from operating units and profit transfers in a currency other than the functional currency of these units. Around 33.6% (34.1) of sales are derived from regions outside the euro zone. The Uzin Utz Group counters this risk, among other things, through production sites in different currency zones. Furthermore, currency risks are reduced by foreign affiliated companies primarily covering their financial requirements in the respective local currency.

The exchange rate risks from trade receivables from affiliated companies can be considered insignificant in most cases due to the relatively short payment terms. In addition, to hedge fluctuations in the translation of foreign business units into euros, fixed payments or significant foreign currency receivables or liabilities, forward exchange transactions and currency options are entered into with counterparties with first-class credit ratings on a case-by-case basis. This decision is made after a careful consideration of the associated costs and benefits, taking into account the specific volume involved. As at December 31, 2025, hedging relationships existed for 1.0 % (0.7) of the Group's foreign currency sales. The Group's currency basket has demonstrated notable stability in recent years, even during periods of geopolitical turbulence. The payment flows of foreign subsidiaries to the parent company are primarily made monthly in the respective local currency. The forward exchange transactions are concluded with a term of up to 12 months. The maturity analysis for derivative financial liabilities can be found in the "Liquidity risks" section.

In the 2025 financial year, no valuation gain or loss (valuation gain of EUR 13 thousand) was recognized in the statement of comprehensive income.

In the sensitivity analysis, all other variables (with the exception of changes in exchange rates) remain constant.

As of December 31, 2025, a potential strengthening (weakening) of the PLN, GBP, CZK, and CHF against other currencies could have influenced the valuation of financial instruments denominated in foreign currencies. This would have affected the profit or loss amounts shown below. A comparison of the current reporting date with the previous year reveals that there are no significant currency risks for the USD. However, there are currency risks for the PLN, CZK, and CHF.

The Uzin Utz Group utilizes legally enforceable global netting agreements, such as master agreements for financial futures ("DRV"), to conclude its derivatives. While these agreements do not meet the criteria for offsetting in the balance sheet, they allow for offsetting of the amounts concerned under certain circumstances, such as insolvency or termination of a contract.

The following table shows the carrying amounts of the recognized derivative financial assets and liabilities that are subject to legally enforceable master netting arrangements, as well as the "net amount" as the financial effect that would result from the actual implementation of these netting arrangements.

Interest rate risks

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in the market interest rate.

For the Group, the primary interest rate risks stem from fluctuations in future cash flows from variable-interest financial liabilities.

There are no significant interest rate risks or default risks in connection with the cash and cash equivalents item.

The interest rate of variable-interest financial instruments is adjusted at intervals of less than one year. According to the standards outlined in IFRS 7, financial instruments with fixed interest rates, measured at amortized cost, are not subject to interest rate risks.

A sensitivity analysis of the variable-interest liabilities with a market interest rate fluctuating by +/- 100 basis points, while keeping other variables constant, would have resulted in a hypothetical impact on earnings before income taxes of +/- EUR 465 thousand (553) for the 2025 financial year.

Credit risks or default risks

Credit risk or default risk is the risk that a contractual partner in a transaction involving a financial instrument will cause financial losses for the other partner by failing to meet its obligations. The maximum default risk can be seen from the carrying amount of each financial asset recognized in the balance sheet. In the area of trade receivables, these risks are mainly covered by trade credit insurance, whereby insurance companies with the highest credit ratings are used. As at December 31, 2025, 43.7% (49.5%) of the Group's trade receivables were covered by trade credit insurance. Furthermore, the Uzin Utz Group attempts to reduce the default risk of original financial instruments through trade information, credit limits, debtor management including dunning and debt collection. In general, the maximum default risk is limited to trade receivables and the total of other current assets, less the impairments recognized as of the balance sheet date and receivables not covered by trade credit insurance. The Group's maximum default risk amounts to EUR 23,614 thousand (18,228). There are no significant default risks in connection with the other financial assets.

The measurement of the impairment of trade receivables involved the use of past, present, and forward-looking information. By implementing a streamlined approach to calculate expected losses, these are determined over the remaining term as flat-rate percentages based on the length of time overdue.

The default rates are based on payment profiles that are not due, which are viewed over time with the associated defaults and summarized in overdue classes. The historical default rate is determined using the average default rate of receivables over the past three years as of the balance sheet date. Macroeconomic information is incorporated into forecasts of future economic conditions by taking country risk premiums into account. The country risk premiums are weighted according to the sales generated in the reporting year. The calculated historical default rates are supplemented by the forward-looking country risk premium factor and applied to the gross receivables portfolio in the current reporting year, depending on the overdue category.

The Group companies primarily conduct their business operations within their respective countries, and their customer base is typically concentrated within the same geographical region, exhibiting comparable default risk profiles. The calculation is therefore carried out at the level of the individual company.

The following tables present the risk profile of trade receivables, as determined by the Group's impairment matrix. After careful consideration, it has been determined that there are no significant differences in the historical default rates of the Group's various customer segments. Therefore, the allowance based on maturity will not be further differentiated by customer segment.

At each reporting date, the Uzin Utz Group assesses whether trade receivables are credit-impaired and, if necessary, makes a valuation allowance on an individual basis. This is the case if one or more events with a negative impact on the expected future cash flows of the financial asset occur.

Indicators that a financial asset's creditworthiness is impaired include breach of contract, significant financial difficulties on the part of the contractual partner, insolvency or similar proceedings initiated, other objective indications of impairment or an overdue period of more than 120 days, at which a default is assumed, unless there are reliable and substantiated indications in individual cases that a longer payment delay is justified. The Group uses measures such as trade information, credit limits, debtor management including dunning and debt collection to check this.

Significant receivables are individually tested for impairment. The amount of these individual impairments was EUR 1,362 thousand (1,277) as at December 31, 2025.

Overall, the development of the value adjustment in relation to trade receivables is as follows:

Liquidity risks

The principle of professional liquidity management is to ensure sufficient liquidity at all times. The objective is to address the continuous requirement for financial resources while maintaining operational flexibility through the utilization of overdraft facilities, loans, and leasing.

The Uzin Utz Group employs a strategic approach to liquidity management, offering financing through long-term loans. Long-term investments are typically financed or secured over an extended timeframe. In addition, bridge financing is also employed in investment scenarios to ascertain the ideal long-term financing strategy.

The cash and liquidity management objectives are described as follows:

• Securing solvency
• Optimization of cash flows
• Reduction of financing costs
• Limiting risks
• Creation of scope for entrepreneurial decisions

In 2025, liquidity management faced challenges due to geopolitical uncertainty and poor economic development. Despite these challenging conditions, we successfully met the established targets.

In 2025, the way transactions are processed for payment transactions was further extended to align with the current standards and formats in use.

Liquidity was also continuously ensured in 2025. All financial obligations to external partners were met in a timely manner, and the credit lines remained unused at all times. When preparing the consolidated financial statements for 2025, it is expected that liquidity will continue to be guaranteed, which is likely to lead to a very good credit rating from our core banks.

The total loan volume in the Group amounted to EUR 69,901 thousand in 2025, compared to EUR 69,379 thousand in the previous year. Further details on the composition and maturities can be found in section “23 Liabilities”.

The table below details the contractual undiscounted payments from non-derivative financial and derivative liabilities that will result in an outflow of funds in future periods. Financial liabilities that can be settled in advance without penalty are recognized on the basis of the earliest possible repayment date. The cash flows for variable-interest liabilities are determined by reference to the conditions on the balance sheet date. The exchange rates on the reporting date are used to translate foreign currency amounts.

Leasing

The Group as lessee

Leasing contracts are mainly concluded for trucks, cars, land and buildings. As at December 31, 2025, there were current leases for motor vehicles with terms ranging from three months to six years; the terms of the real estate leases varied between eleven months and 34 years, depending on the company.

For certain properties, contracts have been established with indefinite terms that allow for termination with notice periods of up to twelve months. When determining the term of these contracts, it is weighed up how certain it is that the termination option will be exercised at a certain point in the future. All factors that give rise to an economic incentive to exercise a termination option are decisive for the assessment. The same applies to the extension options to which the Uzin Utz Group is entitled under some lease agreements for real estate.

The following values were recognized in the statement of comprehensive income in connection with IFRS 16:

Information regarding interest expenses for lease liabilities can be found in section "8 Financial expenses". Further information on the amortization of right-of-use assets can be found in section "13 Right-of-use assets".

The number of short-term leases at the end of the year does not differ from the number of short-term leases during the year at any subsidiary.

In the Uzin Utz Group, income was generated in the 2025 financial year from the subleasing of rights of use through the subleasing of rented properties and the subleasing of e-bikes by employees.

In the 2025 financial year, a total of EUR 5,622 thousand (5,550) in cash and cash equivalents flowed out in connection with leases.

The composition of the cash outflow is shown in the following table:

A maturity analysis of the contractual cash flows from leases can be found in the contractual cash flows table in the "Other information" section of the notes to the consolidated financial statements under liquidity risks. The table in the "23 Liabilities" section provides a detailed breakdown of lease liabilities by remaining maturity.

Future cash outflows that were not taken into account in the measurement of lease liabilities are expected to amount to EUR 321 thousand (216). This amount includes leases that have already been concluded but had not commenced as at December 31, 2025. Future cash outflows for variable lease payments, extension and termination options and residual value guarantees, which were not taken into account in the measurement of the lease liability, did not exist at the end of the 2025 financial year.

The Group as lessor

The Uzin Utz Group leases agreements for parking spaces, portions of office buildings, and a warehouse owned by Uzin Utz Immobilienverwaltungs GmbH. These properties are classified as investment property and are subject to operating leases. The amounts recognized in profit or loss include the monthly rental income and the directly attributable operating expenses (e.g., repairs and maintenance).

In the 2025 financial year, the total rental income, including all existing tenancies, amounted to EUR 229 thousand. The rental agreements are valid until June 2026, April 2028, or are indefinite. For more information, refer to section "15 Investment property."

Costs directly attributable to the tenancies amounted to EUR 37 thousand. These costs mainly consist of incidental rental costs that were passed on to the tenants.

The future minimum lease payments from rental agreements are presented below as a total amount and for each of the following periods as at the reporting date. For open-ended leases, a five-year period is used in accordance with the planning horizon.

Directly attributable costs for future tenancies are expected to amount to EUR 45 thousand. These costs mainly consist of expected incidental rental costs that will be passed on to the tenant.

Earnings per share

Earnings per share are calculated using the weighted average number of shares issued, with the calculation taking into account earnings after taxes. In the financial year 2025, a dividend of 1.90 EUR (1.60) per participating share was distributed.

There were no dilutive effects in the 2025 reporting year.

Disclosures on the Group segment reporting

The segments are generally reported according to their internal organizational and reporting structure and the legal units, whereby these are aggregated taking into account regional areas of responsibility. All segment disclosures are based on the registered office of the respective national company/companies. Segments are aggregated if they have similar economic characteristics. In addition to the product structure or product range and the type of customer, the contribution margin and return on sales are also used in this analysis. This is based on historical data, data from the reporting year and forward-looking data. This results in the following segmentation:

• The "Germany - Installation Systems" segment comprises producers of installation systems for flooring, parquet, tile and natural stone based in Germany.
• The reportable segment "Germany - Surface Care and Finishing" consists of producers of surface care and finishing products in Germany.
• The "Germany - Machines and Tools" segment comprises the producers of machines and tools in Germany.
• The "USA" segment includes the producer of installation systems in North America.
• The "Netherlands" segment is divided into the "Installation Systems" and "Wholesale" segments. All producers of installation systems for flooring in general - including synthetic resin flooring - based in the Netherlands are reported under "Installation systems". The "Wholesale" segment consists of wholesalers based in the Netherlands.
• The "Western Europe" segment comprises companies based in Western Europe (outside Germany and the Netherlands) that manufacture and/or offer product systems for the installation of floor coverings.
• The "Southern/Eastern Europe" segment consists of companies based in Southern/Eastern Europe that manufacture and/or offer product systems for the installation of floor coverings.
• "All other segments" comprises the remaining operating companies defined in accordance with IFRS 8. They generate revenue from the following types of products and services: Installation systems for floor coverings, surface finishing of parquet flooring and high-performance dry adhesives, cleaning and care products and flooring-related services. Rental income is also generated from the letting of business premises in this segment.
• The "Reconciliation" item includes both consolidation measures and amounts caused by non-operating segments.

Revenues between the segments are calculated at prices that would also be agreed with third parties outside the Group. Segment items include transfers between the individual segments, which are eliminated in the reconciliation statement.

Net assets were presented in the asset analysis due to their significantly higher informative value. Segment net assets are therefore calculated by subtracting segment liabilities from segment assets.

The basis for the allocation of non-current assets to individual countries is the domicile of the selling unit or the location of the assets. Deferred taxes, non-current financial assets and investments accounted for using the equity method are not taken into account. The segment result is reported as EBIT (operating result). The information on segment investments includes intangible assets (excluding goodwill) as well as property, plant and equipment and right-of-use assets.

In the case of sales by geographical region, external sales are based on the location of the customer's registered office. This means that comparability with the external sales of the segments is not possible.

Notes to the consolidated cash flow statement

The cash flow statement was prepared in accordance with IAS 7 “Cash Flow Statements” using the indirect method for cash flow from operating activities, based on earnings after taxes. The cash flow statement is divided into the three areas of operating activities, investing activities, and financing activities.

As of the reporting sheet date, approx. 17.8 % (20.6) of credit lines were utilized throughout the Group, and approx. EUR 25,790 thousand (28,380) in absolute terms (taking into account credit balances at the relevant bank). Approximately one-third of the Group companies had fixed credit lines amounting to EUR 144,966 thousand (137,842). In addition, we have negotiated bilateral working capital lines with several core banks to minimize risk.

The interest expense on leases amounted to EUR 415  thousand (358).

Earnings after taxes, adjusted for non-cash flows and changes in operating assets and liabilities, result in the cash flow from operating activities. Interest received and paid is reported under cash flow from operating activities in accordance with IAS 7.33.

The reconciliation statement shows the extent to which transactions relating to liabilities from financing activities have actually resulted in cash flows. This is done by reconciling the opening value at the beginning of the year to the closing value at the end of the year. The cash flows are divided into inflows and outflows. In the non-cash changes, a distinction is made between additions and disposals and foreign currency differences. The financial liabilities presented in the reconciliation do not include any derivative liabilities. Furthermore, current financial liabilities do not include any current account liabilities.

The "Acquisition of financial assets" item in the cash flow statement includes the acquisitions of BIOFA Naturprodukte W. Hahn GmbH for EUR 1,524 thousand and of shares in ConBotics GmbH for EUR 1,507 thousand.

Contingent liabilities and other financial obligations

The Uzin Utz Group is also subject to possible obligations arising from legal proceedings and asserted claims. Estimates regarding possible future expenses are subject to numerous uncertainties. However, this is not expected to have any significant negative impact on the economic or financial situation of the Group.

Relationships with related persons and companies

Related parties as defined by IAS 24 "Related Party Disclosures" include the Management Board, the Supervisory Board, affiliated companies, and shareholders.

Affiliated companies are shown in the list of shareholdings.

The remuneration of the members of the Supervisory Board and the Management Board is presented in the section "Total remuneration and shareholdings". The remuneration is available on the website www.uzin-utz.com (Investors - Remuneration).

Transactions between companies included in the Group and subsidiaries and associates not included in the Group are explained below.

There are no significant transactions affecting the operating business with the companies not included in the list of shareholdings. Any outstanding receivables are unsecured. Guarantees are neither given nor received.

The Uzin Utz Group utilized the many years of experience of the former CEO and current Chairman of the Supervisory Board as a consulting service. Standard market rates were charged for such consulting services. The Supervisory Board was kept informed at all times.

The Uzin Utz Group purchased various deliveries of goods from Alberdingk Boley GmbH, which is a shareholder in Uzin Utz SE. The purchases were in line with standard market conditions. In addition, the Hungarian subsidiary (Uzin Utz Magyarorszag Kft.) conducted transactions with a wholesaler as a related party at arm's length prices. Furthermore, at the Belgian subsidiary (Uzin Utz België N.V.), transactions were carried out with a related party at arm's length prices.

The outstanding balances from the purchase of goods are classified as trade payables and the outstanding balances from the sale of goods are classified as trade receivables.

In the reporting year, consulting services amounting to EUR 109 thousand (111) were obtained from the law firm of a member of the Supervisory Board. These were in line with standard market conditions.

A rental agreement for a property has existed between Uzin Utz SE and a member of the Supervisory Board since October 1995. As there has been no rent increase since the existence of the rental agreement, this transaction is based on non-standard market conditions.

Corporate bodies of Uzin Utz (Societas Europaea)

Management Board

Christian Richter
Graduate industrial engineer (FH)
07749 Jena

Ressorts: Finance, Controlling, Investor Relations, Taxes, Treasury, Insurances, Law, Internal Control System, IT, SAP, HR

Julian Utz
Diploma economist
89073 Ulm

Ressorts: Production, materials management, research and development, central purchasing, site facility management and technology, sustainability

Philipp Utz
Diploma Businessman
82031 Grünwald

Ressorts: Sales management, marketing & communication, product management, distribution logistics

As at December 31, 2025, none of the members of the Management Board were members of supervisory or advisory boards.
 

Supervisory Board:

Dr. H. Werner Utz
- Chairman -
Graduate in business administration
89584 Ehingen

Timm Wiegmann
- Deputy chairman -
Graduate Engineer, CEO and shareholder of Alberdingk Boley GmbH, Krefeld
47800 Krefeld

Prof. Dr. Rainer Kögel
Lawyer
Partner of the law firm Hennerkes, Kirchdörfer & Lorz, Stuttgart
70193 Stuttgart

Paul-Hermann Bauder
Graduate industrial engineer
Shareholder of Paul Bauder GmbH & Co. KG, Stuttgart
70499 Stuttgart

Amelie Klußmann
Diploma Culture manager
Diplomat
10965 Berlin

Michaela Aurenz Maldonado
Bachelor of Business Administration,
Managing Partner and Spokeswoman of the Management Board ASB Grünland Helmut Aurenz GmbH, Stuttgart and Helmut Aurenz GmbH & Co. KG, Stuttgart
8272 Ermatingen, Switzerland
 

The Supervisory Board has various committees. The Audit Committee has the following members: Paul-Hermann Bauder (Chairman), Prof. Dr. Rainer Kögel, Timm Wiegmann. The Personnel Committee is also the Nomination and Remuneration Committee. These consist of the following members: Prof. Dr. Rainer Kögel (Chairman), Dr. H. Werner Utz and Timm Wiegmann.

As of December 31, 2025, the members of the Supervisory Board held the following additional memberships in Supervisory and Advisory Boards:

Prof. Dr. Rainer Kögel:

Membership of supervisory boards and comparable supervisory bodies:

• Scherr + Klimke AG, Ulm, Deputy Chairman of the Supervisory Board to be formed by law
• PERI SE, Weißenhorn, Chairman of the Board of Directors, Peri-Werk Artur Schwörer GmbH & Co. KG, Weißenhorn, Chairman of the Advisory Board
• ACO Group SE, Rendsburg, Member of the Board of Directors
• Herzog Leasing AG, Stuttgart, Member of the Supervisory Board
• MAX WEISHAUPT SE, and Weishaupt Holding AG, Schwendi, Chairman of the Supervisory Board
• Telegärtner Holding GmbH, Steinenbronn, Chairman of the Advisory Board
• Brand Holding GmbH & Co. KG / Schroer + Brand Beteiligungs GmbH, Anröchte, Chairman of the Advisory Board
• Controlware Holding GmbH, Dietzenbach, Member of the Advisory Board
• braun-steine GmbH, Amstetten, Chairman of the Advisory Board
• Alwin Kolb GmbH & Co. KG, Memmingen, Member of the Advisory Board
• Spohn & Burkhardt GmbH & Co. KG/ Schaltgeräte Gesellschaft Blaubeuren mbH, Blaubeuren, Member of the Advisory Board
• Hans Lamers Bau GmbH/ Prodomo GmbH, Jülich, Chairman of the Advisory Board
• KNF Holding AG, Schenkon, Switzerland, Member of the Board of Directors
• ELAFLEX HIBY GmbH & Co. KG, Verwaltungsgesellschaft ELAFLEX HIBY mbH, Hamburg, Deputy Chairman of the Supervisory Board
• Tessner Holding KG/Tessner Verwaltungs GmbH, Goslar, Member of the Supervisory Board

Paul-Hermann Bauder

• Paul Bauder GmbH & Co. KG, Stuttgart, Member of the Advisory Board

Total benefits and shareholdings

The total remuneration paid to the Management Board of Uzin Utz SE in the 2025 financial year amounted EUR 1,373 thousand (987), of which EUR 1,004 thousand (856) was fixed and EUR 367 thousand (129) was performance-related. Further details can be found on our website www.uzin-utz.com (Investors - Remuneration).

In 2021, Uzin Utz SE introduced a share-based remuneration system for the Management Board for the first time. Under this share-based remuneration agreement, the members of the Management Board are granted virtual shares annually as part of their long-term variable remuneration, which are designed for a term of four years as part of the virtual share plan and are not entitled to dividends. The respective number of virtual shares is calculated by dividing 60% of the variable remuneration of a grant year by the average, weighted closing price of the Uzin Utz share on all trading days of the grant year. There is a limit of a share price increase of 40% in four years and a minimum amount of 60% of the initial amount. At the end of the term/holding period, the virtual shares granted are converted into cash. The fair value of the virtual shares was calculated using the Black-Scholes formula. The expected volatility is based on an assessment of the company's historical share price volatility over the period corresponding to the term of the share plan. The number of virtual shares is the provisional number of virtual shares on the basis of which the provision is calculated. 
 

The following parameters were used to calculate the fair value:

In the 2025 financial year, the 2021 and 2022 tranches were paid out to a former member of the Management Board at an exercise price of 48.71 EUR.

The Supervisory Board received remuneration of EUR 463 thousand (463) for the 2025 financial year.

Further information on the remuneration system of the Supervisory Board and the remuneration of the respective Supervisory Board members can be found in the remuneration report on our website www.uzin-utz.com (Investors - Remuneration).

The members of the Supervisory Board shall also be reimbursed for all expenses and for any value-added tax payable on their remuneration and expenses.

A provision of EUR 680 thousand (748) was recognized for future pension obligations to the former management Board. Pensions amounting EUR 82 thousand (82) were paid to former members of the Management Board in the 2025 financial year.

As of December 31, 2025, the entire Mangement Board held 2,709,181  (2,709,181) shares directly or indirectly. The entire Supervisory Board directly or indirectly owns 2,709,576  (2,709,576) shares of the company.

Neither the Management Board nor the Supervisory Board have stock options or comparable compensation components.

Declaration of conformity pursuant to section 161 AktG

The declaration of compliance with the Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG) was issued by the Management Board and Supervisory Board and made available to shareholders on the Company’s website on the company website at www.uzin-utz.com (Investors – Corporate Governance). The declarations of conformity of the last 5 years can also be found there.

Disclosure

The companies listed below are included in the consolidated financial statements of Uzin Utz SE as consolidated subsidiaries. They make use of the exemption options under Section 264 (3) and Section 264b of the German Commercial Code (HGB), and as a result, they are not obligated to disclose their annual financial statements:

• Pallmann GmbH
• Uzin Utz Tools GmbH & Co. KG
• codex GmbH & Co. KG

For these companies, the consolidated financial statements of Uzin Utz SE are the exempting consolidated financial statements.

The consolidated financial statements are published in the Federal Official Register.

Information according to section 160 (1) AktG

Anyone who reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the voting rights in Uzin Utz SE through acquisition, sale or in any other way is obliged to inform our company of this in accordance with § 33 Paragraph 1 Sentence 1 WpHG. Uzin Utz SE is obliged to publish these notifications according to § 40 WpHG.

The following notifications were received by Uzin Utz SE:

• Dr. Heinz Werner Utz has notified us pursuant to section 33 (1) sentence 1 WpHG that his share of voting rights exceeded the threshold of 50% on September 08, 2017 and amounts to 53.54% (2,700,504 voting rights) as per this date. In this context, Dr. Heinz Werner Utz has indicated that he directly holds 25.36% (1,279,314 voting rights) of these voting rights and that 28.17% (1,421,190 voting rights) are attributed to him pursuant to Section 22 WpHG. Voting rights of the following shareholders, whose share of voting rights in Uzin Utz SE amounts to 3 % or more, are attributed to him: Manuela Pleichinger, Julian Utz, Philipp Utz, Amelie Klußmann.
• Ms. Manuela Pleichinger has notified us pursuant to section 33 (1) sentence 1 WpHG that her share of voting rights exceeded the thresholds of 20%, 25%, 30% and 50% on September 08, 2017 and amounts to 53.54% (2,700,504 voting rights) as of that date. Ms. Manuela Pleichinger has indicated that she directly holds 11.29% (569,390 voting rights) of these voting rights and that 42.25% (2,131,114 voting rights) are attributable to her pursuant to Section 22 WpHG. Voting rights of the following shareholders, whose share of voting rights in Uzin Utz SE amounts to 3 % or more, are attributed to it: Dr. Heinz Werner Utz, Julian Utz, Philipp Utz, Amelie Klußmann.
• Mr. Andreas Pleichinger has notified us pursuant to section 33 (1) sentence 1 WpHG that his share of voting rights exceeded the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30% and 50% on September 08, 2017 and amounts to 53.54% (2,700,504 voting rights) as of that date. Mr. Andreas Pleichinger has indicated that he holds 2.41% (121,800 voting rights) of these voting rights directly and that 51.12% (2,578,704 voting rights) are attributable to him pursuant to Section 22 WpHG. Voting rights of the following shareholders, whose share of voting rights in Uzin Utz SE amounts to 3 % or more, are attributed to him: Dr. Heinz Werner Utz, Manuela Pleichinger, Julian Utz, Philipp Utz, Amelie Klußmann.
• Ms. Amelie Klußmann has notified us pursuant to section 33 (1) sentence 1 WpHG that her share of voting rights exceeded the threshold of 50% on September 08, 2017 and amounts to 53.54% (2,700,504 voting rights) as of that date. In this context, Ms. Amelie Klußmann has indicated that she directly holds 4.13% (208,250 voting rights) of these voting rights and that 49.41% (2,492,254 voting rights) are attributable to her pursuant to Section 22 WpHG. Voting rights of the following shareholders, whose share of voting rights in Uzin Utz SE amounts to 3 % or more, are attributed to it: Dr. Heinz Werner Utz, Manuela Pleichinger, Julian Utz, Philipp Utz.
• Mr. Tobias Pleichinger has notified us pursuant to section 33 (1) sentence 1 WpHG that his share of voting rights exceeded the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, and 50% on September 08, 2017 and amounts to 53.73% (2,710,356 voting rights) as of that date. Mr. Tobias Pleichinger has indicated that he holds 2.12% (107,000 voting rights) of these voting rights directly and that 51.61% (2,603,356 voting rights) are attributable to him pursuant to Section 22 WpHG. Voting rights of the following shareholders, whose share of voting rights in Uzin Utz SE amounts to 3 % or more, are attributed to him: Dr. Heinz Werner Utz, Manuela Pleichinger, Julian Utz, Philipp Utz, Amelie Klußmann.
• Mr. Julian Utz has notified us pursuant to section 33 (1) sentence 1 WpHG that his share of voting rights exceeded the threshold of 50% on September 08, 2017 and amounts to 53.54% (2,700,504 voting rights) as of that date. Mr. Julian Utz has indicated that he directly holds 4.10% (207,000 voting rights) of these voting rights and that 49.43% (2,493,504 voting rights) are attributed to him pursuant to Section 22 WpHG. Voting rights of the following shareholders, whose share of voting rights in Uzin Utz SE amounts to 3 % or more, are attributed to him: Dr. Heinz Werner Utz, Manuela Pleichinger, Philipp Utz, Amelie Klußmann.
• Mr. Philipp Utz has notified us pursuant to section 33 (1) sentence 1 WpHG that his share of voting rights exceeded the threshold of 50% on September 08, 2017 and amounts to 53.54% (2,700,504 voting rights) as of that date. Mr. Philipp Utz has indicated that he directly holds 4.12% (207,750 voting rights) of these voting rights and that 49.42% (2,492,754 voting rights) are attributed to him pursuant to Section 22 WpHG. Voting rights of the following shareholders, whose share of voting rights in Uzin Utz SE amounts to 3 % or more, are attributed to him: Dr. Heinz Werner Utz, Manuela Pleichinger, Julian Utz, Amelie Klußmann.
• Alberdingk Boley GmbH, Krefeld, Germany, notified us pursuant to Section 33 (1) WpHG that its share of voting rights in our company exceeded the threshold of 25% on November 28, 2023 and amounted to 26.03% (1,313,088 voting rights) on this date. These voting rights are attributed to Alberdingk Boley GmbH pursuant to § 33 para. 1 WpHG.

The voting rights may have changed, but the information is not adjusted as long as no voting rights notification has been triggered due to the thresholds for mandatory voting rights notification not being reached.

Auditor’s fees of the financial statement

The fees included in the expenses of the auditor Rödl Audit GmbH Wirtschaftsprüfungsgesellschaft, which has been acting as auditor for Uzin Utz since the 2021 financial year, are distributed across the services provided in the table. In particular, fees for the statutory audit of the annual and consolidated financial statements and individual subsidiaries included in the consolidated financial statements as well as the fee for the formal audit of the remuneration report are reported under audit services. The fees reported under other services relate to the audit of sustainability reporting.

Subsequent events after the balance sheet date

There were no events after the balance sheet date and up to the date of approval of the consolidated financial statements that would have required an adjustment to the amounts included in the financial statements or separate disclosure.