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.