Financial risk management and derivative financial instruments

Additional information on financial instruments

The following tables show the book values 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 cases where the book value is a reasonable approximation of fair value, the latter is not shown separately.

The shares in non-consolidated affiliated companies categorized as mandatorily measured at fair value through profit or loss are shares in Artiso AG, Uzin Utz Tools Verwaltungs GmbH, codex Verwaltungs GmbH, Servo 360° GmbH and Netzwerk Boden GmbH, which were not consolidated for reasons of materiality. These shares, which are classified as insignificant, are recognized at cost, as there are no indications that the acquisition costs do not correspond to the fair value.

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

In the case of loan liabilities to banks, the fair value is determined using the present value method on the basis of current yield curves, taking into account credit spreads that are not directly observable. They are therefore allocated to level 3 of the measurement hierarchy. The previous year was presented accordingly.

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

The Group concludes its derivatives on the basis of legally enforceable global netting agreements, such as master agreements for financial futures (“DRV”), which do not meet the criteria for offsetting in the balance sheet, but allow the amounts concerned to be offset under certain circumstances, such as in the event of 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 agreements. The “Net amount” column shows the financial impact that would result from the actual implementation of these netting agreements.

Interest rate risks

For the Group, the main interest rate risks arise from changes in future cash flows from variable-interest financial liabilities.

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

The interest rate of variable-interest financial instruments is adjusted at intervals of less than one year. Financial instruments with fixed interest rates, which are measured at continued cost, are not subject to interest rate risks within the meaning of IFRS 7.

A sensitivity analysis of the variable-interest liabilities with a market interest rate fluctuating by +/- 100 basis points would have resulted in a hypothetical impact on earnings before income taxes of +/- EUR 553 thousand (404) for the 2024 financial year. In the sensitivity analysis, all other variables (except for the change in interest rates) remain constant.

In 2014, an interest rate swap with an initial nominal volume of EUR 10,000 thousand was concluded at a hedged interest rate of 0.8975% p.a. plus bank margin until June 28, 2024. On June 30, 2024, the nominal volume of the interest rate swap or the relevant loan (valuation unit) was repaid in full, meaning that no interest rate swap or loan was outstanding as at the balance sheet date. The fair values resulting from the measurement at market prices in the previous year amounted to EUR 62 thousand as at 31 December 2023 and were recognized in other comprehensive income.

Credit 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. In addition, 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 18,228 thousand (18,809). As at December 31, 2024, 49.5% ( 52.9%) of the Group's trade receivables were covered by trade credit insurance. There are no significant default risks in connection with the other financial assets.

Past, present and forward-looking information was used to measure the impairment of trade receivables. By applying the simplified approach to the calculation of expected losses, these are determined over the remaining term as flat-rate percentages depending on the length of time overdue.

The underlying historical basis of the default rates is based on payment profiles that are not due, which are viewed over time with the associated defaults and summarized in overdue classes. The average default rate of receivables over the last three years as at the respective balance sheet date is used to determine the historical default rate. Macroeconomic information is included in the forecast 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 largely conduct their operating business in their respective countries and the customers within the respective geographical region have similar default risk characteristics. The calculation is therefore carried out at the level of the individual company.

The following tables show the risk profile of trade receivables based on the Group's value adjustment matrix. As the Group's historical default rates in the various customer segments do not show any significant differences, the value adjustment based on maturity is not further differentiated by customer segment.

At each reporting date, the 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 1,277 thousand as at December 31, 2024.

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 aim is to reconcile the ongoing need for financial resources with ensuring flexibility through the use of overdraft facilities, loans, leasing and hire-purchase agreements.

Uzin Utz's strategic approach to liquidity management provides for financing with long-term loans. Long-term investments are largely financed or secured on a long-term basis. In addition, bridge financing is sometimes used in the course of the investment in order to determine the optimal need for long-term financing.

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 2024, liquidity management continued to face new challenges due to geopolitical uncertainty and poor economic development. Despite these difficult conditions, we succeeded in meeting our targets.

Reporting to the Management Board was further expanded through quarterly Group-wide liquidity management.

In addition, global projects to standardize and automate payment transactions are being continued. The aim of this project is to manage payment transactions across the Group via a standardized platform. The automatic posting of account statements and payment advice notes at our SAP companies in other European countries was further expanded. This marks another important step in the digitization process of the finance department.

The flexibility in Uzin Utz's financial sector made it possible to successfully master further challenges in relation to the supply chain problem and the associated shortage of raw materials. The complete financing of the second production plant in the USA (Texas) was also largely completed in 2024, both internally and externally with our core banks.

Liquidity was also ensured continuously in 2024 without the need to adjust the loan agreements. All financial obligations to external partners were met on time and the credit lines were not fully utilized at any time. When preparing the consolidated financial statements for 2024, it is expected that liquidity will continue to be guaranteed, which is likely to result in a very good credit rating from our core banks. Internal financing was further strengthened at Uzin Utz in 2024.

The total loan volume in the Group amounted to EUR 69,379 thousand in 2024, compared to EUR 85,412 thousand in the previous year. Further details on the composition and maturities can be found in section “22 Liabilities”.

The contractual undiscounted payments from non-derivative financial and derivative liabilities that will lead to an outflow of funds in future periods are shown in the table below. 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. Foreign currency amounts are translated at the closing rates.

Leasing

The Group as lessee

Uzin Utz is mainly active as a lessee. Leasing contracts are mainly concluded for trucks, cars, land and buildings. The terms of the contracts vary depending on the company. As at December 31, 2024, leases for motor vehicles were concluded for a term of between one and six years. The term of leases for real estate also varies depending on the company from which the lease was concluded. The terms range from five months to 34 years. Leases for e-bikes running as at December 31, 2024 were concluded for a term of between two and four years.

For some properties, contracts have been concluded for an indefinite term, which can be terminated with notice periods of up to six months. In some cases, the notice period is tied to a specific date, meaning that termination is only possible, for example, if notice is given at least six months before the end of the year. 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:

The interest expenses for lease liabilities can be found in the section "Notes to the consolidated statement of comprehensive income > 7 Financial result". Further information on the amortization of right-of-use assets can be found in the section "Notes to the consolidated balance sheet > 12 Right-of-use assets".

Disclosures on the amounts recognized in the statement of comprehensive income

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 national company. Overall, short-term leases resulted in expenses of EUR 416 thousand (307).

In the 2024 financial year, the Group generated income from the subleasing of rights of use in the amount of EUR 118 thousand (119). This mainly results from the subleasing of rented properties and the subleasing of e-bikes by employees of the respective national company.

In the 2024 financial year, a total of EUR 5,550 thousand (5,038) 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 table "Contractual cash flows" in the section “Other disclosures > Liquidity risks”. The breakdown of lease liabilities by remaining term is shown in the table in the section "Notes to the consolidated statement of financial position > 22 Liabilities.

Future cash outflows that were not taken into account in the measurement of lease liabilities are expected to amount to EUR 216 thousand (649). This amount includes leases that have already been concluded but had not commenced as at December 31, 2024. 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 2024 financial year.

The Group as lessor

Uzin Utz also acts as a lessor. Parking spaces, parts of the office buildings and a warehouse of Uzin Utz Immo-bilienverwaltungs GmbH, which are classified as investment property, are leased under 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).

Rental agreements with third parties existed in the reporting year. These are operating leases. Rental income in addition to the existing rental agreements amounted to EUR 203 thousand in the 2024 financial year. The rental agreements run until March 2025, April 2028 or are indefinite. For further information, see "14 Investment properties".

Costs directly attributable to the tenancies amounted to EUR 23 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. A five-year period corresponding to the planning horizon is used as the basis for open-ended leases.

Directly attributable costs for future tenancies are expected to amount to EUR 62 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 by dividing earnings after taxes by the weighted average number of shares outstanding. Repurchased shares are included in the valuation pro rata temporis for the period in which they were in circulation. In the financial year 2024, a dividend of 1.60 EUR per participating share was distributed.

There were no dilutive effects in the 2024 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. The companies included in the Group using the equity method are not included in the segment reporting. 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 and therefore as earnings before interest and taxes. 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.

The partial amortization of the goodwill of the cash-generating unit Sifloor AG in the amount of EUR 1,000 thousand resulting from the annual impairment test is included in the "Other" segment. Further explanations can be found in section "10 Intangible assets - Goodwill".

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 tax. The cash flow statement is divided into the three areas of operating activities, investing activities and financing activities.

Cash and cash equivalents are defined as the balance of cash and cash equivalents and all securities with a remaining term of three months at the time of acquisition. Liabilities from current accounts, which are part of the Group's cash management system, must be deducted from this figure. For the purposes of the cash flow statement, financial debt includes all liabilities to banks and interest-bearing loans granted by suppliers.

As of the balance sheet date, approx. 20.6% (24.8%) of credit lines were utilized throughout the Group, and approx. EUR 28,380 thousand (32,419) in absolute terms (taking into account credit balances at the relevant bank). The utilization of the credit lines results from the continued bridge financing of the production facility in Waco (Texas). In addition, forward exchange contracts are concluded on a case-by-case basis to hedge fixed payments or significant foreign currency receivables or payables. Fixed credit lines were in place at slightly more than a third of the Group companies.

The interest expense on leases amounted to EUR 358 thousand (226).

The cash flow statement shows how the Group's cash and cash equivalents have changed in the course of the reporting year as a result of cash inflows and outflows.

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.

Non-cash flows are, for example, depreciation and write-ups of fixed assets or the increase or decrease in provisions. The change in operating assets includes inventories, trade receivables and other assets from operating activities. The change in operating liabilities includes current provisions, trade payables and other liabilities from operating activities.

The cash flow from investing activities includes the cash outflow for investments, the cash inflow from divestments and the changes in cash and cash equivalents in connection with changes in the scope of consolidation.

Cash flow from financing activities includes cash outflows from dividend payments, cash inflows from financing activities and cash outflows for repayments of principal.

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.

A purchase price of EUR 1,750 thousand was paid for the acquisition of the associated company FP Floor Protector GmbH, which is recognized in the cash flow statement under the item “Payments from the acquisition of companies consolidated at equity”. In addition, a capital increase was carried out, resulting in a cash outflow of EUR 126 thousand. This is reported under “Payments from the capital increase of companies consolidated at equity” in the cash flow statement.

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“ within the meaning of IAS 24 “Related Party Disclosures“ are, in addition to the Executive Board, the Supervisory Board and associated companies and shareholders.

The related companies are shown in the list of shareholdings of the Group companies.

The remuneration of the members of the Supervisory Board and the Management Board is presented in the section "Total benefitsa and shareholdings". The remuneration report can be found 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.

Netzwerk Boden GmbH, Artiso AG, codex Verwaltungs GmbH, Servo 360° GmbH and Uzin Utz Tools Verwaltungs GmbH are related parties because shares between 50% and 100% of the share capital are held directly and indirectly by Uzin Utz SE. These companies were not included in the consolidated financial statements (see chapter "General information on the notes to the consolidated financial statements" > Consolidation methods). There are no significant transactions with these companies that affect the operating business. Any outstanding receivables are unsecured. No guarantees are given or received.

The following material transactions were conducted with key management personnel and related parties:

The 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 and the invoiced amounts were due and payable in accordance with the usual payment terms. The Supervisory Board was kept informed at all times.

The Group purchased various deliveries of goods from Alberdingk Boley GmbH (previously Polyshare), which is a shareholder in Uzi¬n 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 111 thousand (42)) 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.

Transactions between the Group companies were eliminated through consolidation and are therefore not explained in these notes.

Corporate bodies of Uzin Utz (Societas Europaea)

Executive Board

With effect from November 1, 2024, a reorganization of Executive Board responsibilities took place due to a new corporate management model.

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
81475 Munich
Ressorts: Sales management, marketing & communication, product management, distribution logistics

As at December 31, 2024, none of the members of the Executive Board were members of supervisory or advisory boards.

Supervisory Board

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

Timm Wiegmann
- Vice 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, 2024, 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
• ACO Group SE, Rendsburg, Member of the Board of Directors
• Herzog Leasing AG, Stuttgart, Member of the Supervisory Board
• MAX WEISHAUPT SE, 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
• Peri-Werk Artur Schwörer GmbH & Co. KG, Weißenhorn, 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 remuneration paid to the Management Board of Uzin Utz SE in the 2024 financial year totaled EUR 987 thousand (972), of which EUR 856 thousand (859) was fixed and EUR 129 thousand (110) was performance-related. Further details can be found on our website www.uzin-utz.com (Investors - Remuneration).

In 2021, the Group 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 phantom 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 phantom shares is the provisional number of phantom shares on the basis of which the provision is calculated.

The following parameters were used to calculate the fair value:

The Supervisory Board received remuneration of EUR 463 thousand (470) for the 2024 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 748 thousand (741) was recognized for future pension obligations to the former management Board. Pensions amounting EUR 82 thousand (80) were paid to former members of the Management Board in the 2024 financial year.

As of December 31, 2024, the entire Executive 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 German subsidiaries listed below in the legal form of corporations or partnerships make use of the exemption options provided by Section 264 (3) and Section 264b of the German Commercial Code (HGB) and has decided not to prepare a management report and not to publish it in the Federal Official Register:

• 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 from the then 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 08 September 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 fee of the auditor Rödl & Partner GmbH, which has been acting as auditor for Uzin Utz since the 2021 financial year, included in the expenses for the 2024 financial year is distributed among 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

On January 29, 2025, with economic effect from January 1, 2025, Pallmann GmbH acquired 100% of the shares in BIOFA Naturprodukte W. Hahn GmbH, based in Bad Boll, Germany. BIOFA Naturprodukte W. Hahn GmbH is engaged in the distribution and manufacture of natural products of all kinds, in particular natural paints, oils and varnishes. The purchase price is EUR 520 thousand. 50% of the purchase price is due in 2025, a further 25% in 2026 and the remaining 25% of the purchase price in 2027. At the time of publication of the annual report, the material financial impact on the Uzin Utz Group cannot yet be fully estimated.

Pallmann GmbH founded BPM Online GmbH, based in Salmtal, Germany, by articles of association dated December 11, 2024. However, it was not entered in the commercial register until January 16, 2025. The purpose of BPM Online GmbH is the sale of construction chemical products, primarily floor care products, via the Internet. The share capital amounts to EUR 25 thousand.