Financial risk management and derivative financial instruments

Additional information on financial instruments

With the exception of the fair value of derivative financial instruments, the fair value of financial instruments was determined by discounting the expected future cash flows using standard market interest rates. The fair value of the "derivative financial instruments" was determined on the basis of market values.

The fair values of the Level 2 assets and liabilities listed are based, among other things, on market price quotations that are directly or indirectly observable using valuation multiples. For the investments accounted for using the equity method, no reliable fair value can be determined due to a lack of market values; therefore, they are measured at amortized cost.

The main financial instruments used by the Uzin Utz Group - with the exception of derivative financial instruments - comprise bank loans and overdrafts, leases and trade payables. The main purpose of these financial instruments is to finance the Group's business activities. The Uzin Utz Group has various financial assets, such as trade receivables, cash and cash equivalents and short-term deposits, which result directly from its business activities.

Furthermore, the Uzin Utz Group has derivative financial instruments in the form of interest rate swaps and forward exchange contracts to a limited extent. The purpose of these financial instruments is to hedge against interest rate and currency risks resulting from the business activities of the Uzin Utz Group and its sources of financing.

Risks from financial instruments

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

Market risks

Market risk is the risk that the fair values or future cash flows of a primary or derivative financial instrument will fluctuate because of 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 using sensitivity analyses represent hypothetical, forward-looking statements that may differ from actual events due to unforeseeable developments in the financial markets. Furthermore, no risks of a non-financial or non-quantifiable nature, such as business risks, are taken into account here.

Currency risks

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of 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 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 33.8% (34.3) of sales are generated outside the euro zone. The Uzin Utz Group counters this risk, among other things, through the Group structure with existing production sites in different currency zones. In addition, currency risks are reduced by foreign affiliated companies primarily covering their financial requirements in the respective national currency.

The exchange rate risks from trade accounts receivable from affiliated companies can be considered insignificant in most cases due to the relatively short payment terms. In addition, forward exchange transactions and currency options are used on a case-by-case basis to hedge fluctuations in the translation of foreign business units' fixed payments or significant foreign currency receivables or payables into euros. In principle, this is done after weighing the costs and benefits, depending on the respective volume. As of December 31, 2023, hedging relationships existed for 1.1% (1.3) of the Group's foreign currency sales. The cash flows of the foreign subsidiaries to the parent company are mainly monthly in the respective local currency. The forward exchange contracts are generally concluded with a term of up to 18 months. For an overview of the expected cash flows of the derivative financial instruments, please refer to the section "Liquidity risks".

Exchange rate risks were hedged at Uzin Utz SE as of December 31, 2023 by hedging relationships in PLN, GBP, CZK, HUF and USD invoiced sales. Forward exchange transactions are used to hedge cash flow hedges. There are also plans to use traditional currency options. There were no foreign currency risks from hedging relationships at the other Group companies.

If the euro had been 10.0% stronger or weaker than a reasonably possible change in the exchange rate of the Polish zloty, the British pound, the Czech koruna, the Hungarian forint and the US dollar as at December 31, 2023, the fair value of the hedging transactions would have been EUR 138 thousand (232) higher or EUR -222 thousand (-200) lower.

In the 2023 financial year, a valuation gain of EUR 52 thousand thousand (valuation loss of EUR 52 thousand) was recognized in the statement of comprehensive income.

Interest rate risks

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

The interest rate of floating-rate financial instruments is adjusted at intervals of less than one year. Fixed-interest financial instruments measured at amortized cost are not subject to interest rate risks within the meaning of IFRS 7.

In order to assess the interest rate risk, financial liabilities are divided into those with fixed and those with variable interest rates in accordance with IAS 32. In the case of fixed-interest financial instruments, a market interest rate is agreed for the entire term. In the case of variable-interest financial instruments, the interest rate is adjusted in a timely manner and thus corresponds approximately to the respective market interest rate. The risk of fluctuations in market interest rates to which the Group is exposed results primarily from non-current financial liabilities with a variable interest rate. 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 404 thousand (145) for the financial year 2023.

In 2012, an interest rate swap was concluded with an initial nominal volume of EUR 4,000 thousand at a hedged interest rate of 2.25% p.a. plus bank margin until July 1, 2022. As at the balance sheet date of December 31, 2023, the nominal volume of the interest rate swap was reduced to EUR 0 thousand due to a contractual provision. The interest rate swap obligated the Uzin Utz Group to pay a fixed interest rate over the term and the concluded volume. As compensation, the Uzin Utz Group received a payment of the current short-term interest rate (1-month Euribor) from the counterparty to the interest rate swap. In this way, the Uzin Utz Group secured the interest level in the amount of the hedged interest rate of 2.25% p.a.

In 2014, a further interest rate swap was concluded with an initial nominal volume of EUR 10,000 thousand at a hedged interest rate of 0.8975% p.a. plus bank margin until June 28, 2024. As at the balance sheet date, the nominal volume of the interest rate swap was reduced to EUR 500 thousand due to contractual arrangements. The variable interest obligations from the loans are converted into obligations at a fixed interest rate through the interest rate swap. The company is thus protected against rising interest rates, but cannot participate in falling interest rates.

The interest rate swap with floor is a valuation unit. As a loan agreement was concluded at the same time for exactly the same amount, the same term and the same repayment structure, it is 100.0% effective (except for the interest payments). Depending on the relevant underlying instruments, the valuation is based on current observable market data using recognized valuation models such as the present value method or the Libor market model.

As the hedging relationships are classified as highly effective, a cash flow hedge is accounted for in accordance with the requirements of IAS 39. The fair values resulting from measurement at market prices amounted to EUR 62 thousand (0) at the balance sheet date.

The resulting changes in value are recognised in other comprehensive income. The market prices result from corresponding quotations from credit institutions.

Credit risks

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 predominantly covered by trade credit insurance. In addition, the Uzin Utz Group attempts to reduce the default risk of primary financial instruments by means of trade information, credit limits, debtor management including dunning and collection. In general, the maximum default risk is limited to trade receivables and the total of other current assets, less impairment losses recognized as of the balance sheet date, as well as receivables that are not covered by trade credit insurance. The Group's maximum exposure to credit risk amounts to EUR 18,809 thousand (18,453). In the case of derivative financial instruments, the Uzin Utz Group is exposed to a credit risk arising from the non-fulfillment of contractual agreements on the part of the contractual partners. This risk is minimized by only entering into transactions with counterparties with first-class credit ratings. There are no other financial risks in this context.

The following shows the development of the allowance account in relation to trade receivables in accordance with IFRS 9.

The following table shows the calculation of the value adjustment in accordance with IFRS 9 for the 2023 financial year.

With the introduction of IFRS 9 Financial Instruments, an impairment loss must be recognized at the time a receivable is recognized and not only at the time it is actually past due.

Past, present and forward-looking information was used to measure the impairment of trade accounts receivable. By applying the simplified approach in determining the expected losses, these are determined over the remaining term as flat-rate percentages depending on the duration of the overdue period.

The underlying historical basis of the default rates is based on non-due payment profiles, which are viewed with the associated defaults over time and summarized in past due categories. The average default rate for receivables over the past three years as of 31 December 2023 is used to determine the historical default rate.

When forecasting future economic conditions, macroeconomic information is incorporated by taking country risk premiums into account.

The country risk premiums are weighted in line with the sales generated in the reporting year. The historical default rates determined 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 class.

With the exception of the cooperative shares at the Volksbanks, other receivables and other assets do not bear interest and are therefore not subject to interest rate risk. Significant receivables are individually assessed for impairment. A receivable is impaired when there is objective evidence that the Group will not be able to collect all amounts due according to the contractual terms. The amount of these value adjustments as at December 31, 2023 is EUR 1,618 thousand.

The carrying amounts of trade accounts receivable correspond to their fair values.

Liquidity risks

In the following, the Group presents all important cash flows required by IFRS 7. These are financial liabilities including estimated interest payments on the balance sheet date. The effects of offsetting are not presented. This is the best way to assess the liquidity risk of the company.

The cash inflows and outflows presented in the tables below reflect the undiscounted cash flows associated with derivative financial liabilities that are not normally settled before contractual maturity. These are held for risk management purposes.

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 c flows
• Reduction of financing costs
• Risk mitigation
• Creation for room for manoeuvre for entrepreneurial decisions

In 2023, liquidity management faced new challenges due to the ongoing COVID 19 pandemic and Russia's war of aggression on Ukraine, as well as the associated price increases in the energy and raw materials sectors. Despite these difficult conditions, the targets were met.

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 control 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 implemented both internally and externally with our core banks in 2023.

Liquidity was also ensured continuously in 2023 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 2023, 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 due to Uzin Utz's outstanding performance in 2023.

By taking out two new long-term fixed-rate loans, Uzin Utz has hedged itself against interest rate increases in order to minimize possible interest rate risks.

The total loan volume in the Group amounted to EUR 85,435 thousand in 2023, compared to EUR 89,095 thousand in the previous year. Further details on the composition and maturities can be found in the section "23 Liabilities".

Leasing

The Group as lessee

Uzin Utz is mainly active as a lessee. Leasing contracts are mainly concluded for real estate, motor vehicles and e-bikes. The terms of the contracts vary depending on the company. As at December 31, 2023, leases for motor vehicles were concluded for a term of between one and six years. The term of real estate leases also varies depending on the company from which the lease was concluded. The terms are between three and 34 years. Leases for e-bikes running as at December 31, 2023 were concluded for a term of between two and three years.

In the case of some properties, contracts have been concluded for an indefinite period, which can be terminated with notice periods of between two and 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. In determining the term of these contracts, the Company considers how certain it is that the termination option will be exercised at a certain time in the future. The decisive factors for the assessment are all factors that result in an economic incentive to use a termination option. The same applies to the renewal options to which the Uzin Utz Group is entitled under some lease agreements for real estate. When determining the lease term, consideration is given to whether factors exist that make the use of the extension option attractive. For the determination of the lease term, the annual planning is also taken into account, the planning horizon of which is five years throughout the Group.

The following amounts were recognized in the statement of comprehensive income in accordance with IFRS 16:

Interest expense on lease liabilities can be found in the section "Disclosures on the statement of comprehensive income > 7 Financial result. More detailed information on the amortization of rights of use can be found in the section "Notes to the consolidated statement of financial position > 12 Rights of use.

Disclosures on the amounts recognized in the statement of comprehensive income

At none of the national companies did the number of short-term leases at the end of the year differ from the number of short-term leases during the year. In total, short-term leases gave rise to expenses of EUR 307 thousand (292).

In the 2023 financial year, the Group generated income from the subleasing of rights of use in the amount of TEUR EUR 119 thousand (107). These result mainly from the subleasing of rented properties and the subleasing of e-bikes by employees of the respective national company.

In the 2023 financial year, a total of EUR 5,038 thousand (4,505) 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 > 23 Liabilities.

Future cash outflows, which were not taken into account in the valuation of the leasing liabilities, are expected in the amount of EUR 649 thousand (573). This total takes into account leases that have already been concluded but have not commenced as of December 31, 2023. Future cash outflows for variable lease payments, extension and termination options, and residual value guarantees not taken into account in the measurement of the lease liability did not exist at the end of fiscal year 2023.

The Group as lessor

Uzin Utz also acts as a lessor. An investment property is leased out 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).

New rental agreements were concluded with third parties in the 2023 financial year. These are operating leases. Rental income in addition to the existing tenancies amounted to EUR 169 thousand in the 2023 financial year. The rental agreements run until June 2024, April 2028 or are indefinite. For further information, see "14 Investment properties".

Costs directly attributable to the tenancies amounted to EUR 21 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 81 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 2023, a dividend of 1.60 EUR per participating share was distributed.

There were no dilutive effects in the 2023 reporting year.

Disclosures on the Group segment reporting

The segments are generally reported according to their internal organizational and reporting structure and the legal entities, whereby these are aggregated taking into account regional areas of responsibility. Companies included in the Group using the equity method are not included in the segment reporting. All reported segment information is based on the domicile of the respective national company/companies. Segments are combined if they have similar economic characteristics. In addition to the product structure or product range and the type of customer, the contribution margin and the return on sales are also used in this analysis. Historical data, data from the reporting year and future-related data are used as a basis. This results in the following segmentation:

• The “Germany - Laying Systems” segment comprises producers of laying systems for floors, parquet, tiles and natural stone based in Germany.
• Two further segments were introduced in 2023. The "Germany - Machines and Tools" segment comprises the producer 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 “Laying Systems” and “Wholesale” segments. The “Laying Systems” segment includes all producers of laying systems for floors in general – including synthetic resin flooring - based in the Netherlands. The segment “Wholesale” is made up of wholesalers established in the Netherlands.
• The “Western Europe” segment comprises companies based in Western Europe (outside Germany and the Netherlands) which manufacture and/or offer product systems for laying floor coverings.
• The “Southern/Eastern Europe” segment comprises companies based in Southern/Eastern Europe that manufacture and/or offer product systems for the installation of floor coverings.
• “All other segments” comprises the other operating companies defined in accordance with IFRS 8. They generate sales revenues from the following types of products and services: Laying systems for floor coverings, surface finishing of parquet flooring, as well as machinery and special tools for floor finishing, high-performance dry adhesives, cleaning and maintenance products, and services relating to flooring. In addition, rental income is generated from the leasing of business premises in this segment.
• The item “Reconciliation” contains both consolidation measures as well as amounts that are not due to operating segments.

Inter-segment revenues are calculated at prices that would also be agreed with third parties. 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. 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 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. 24.8 % (23.8) of credit lines were utilized throughout the Group, and approx. EUR 32,419 thousand (31,077) in absolute terms (taking into account credit balances at the relevant bank). The increase in credit lines utilized is primarily due to the advance financing of the production facility in Waco (Texas) and to rising raw material and energy prices. 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 quarter of the Group companies.

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.

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.

Commitments and contigent liabilities

The Uzin Utz Group is also subject to potential 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.

In March 2021, Uzin Utz North America Inc. was granted an incentive of approximately EUR 441 thousand for the property acquired in Waco, USA. In order to receive the full amount of the incentive, a minimum investment of approximately EUR 17,226 thousand must be made in real estate and approximately EUR 8,415 thousand in personal property. In addition, a certificate of occupancy for a facility with an area of at least 125,000 m² must be obtained by June 1, 2022 and 42 jobs must be created by December 31, 2024. Due to supply shortages caused by the COVID-19 pandemic, the deadline for the certificate of occupancy was extended to June 30, 2023. In the 2023 reporting year, the American company received the certificate of occupancy and thus fulfilled this condition. The uncertainty of this contingent liability is 95%, the possibility of a refund is 0%, as it is assumed that the other conditions will be met.

As of December 31, 2023, Uzin Utz SE has another obligation from a D&O insurance policy in the amount of EUR 96 thousand, which must be paid by the end of 2024 and can be terminated as of September 2025. In addition, there is another obligation from a contract between Uzin Utz SE and a consulting agency with a term until December 2024 in the amount of EUR 135 thousand.

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 members of the Supervisory Board received remuneration of EUR 470 thousand (463) for the reporting year. This is presented in detail in the section „Total remuneration and shareholdings “. The remuneration of the Executive Board amounted to EUR 972 thousand (2,116) in the financial year 2023. The remuneration report can be viewed on the website under the link int.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 of 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 because the intercompany transactions are less than 1% of the group volume. As a rule, there are no significant transactions with these companies that affect the operating business. Any outstanding receivables are unsecured. Guarantees are neither given nor received.

The following significant transactions with key management personnel and related parties (UN) took place:

The Group used 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 invoice amounts were due and payable in accordance with the usual terms of payment. The Supervisory Board was always informed.

The Group acquired various supplies of goods from Alberdingk Boley GmbH, which is a shareholder (previously Polyshare) 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 market prices. Furthermore, at the Belgian subsidiary (Uzin Utz België N.V.), transactions were carried out with a related party at market prices.

The outstanding balances from purchases of goods are classified as trade payables and the outstanding balances from sales of goods are classified as trade receivables.

The partnership of a Supervisory Board member was paid EUR 42 thousand (337) for consultancy services in the reporting year. The consultancy services provided by the law firm were significantly higher in the previous year than in the reporting year due to the conversion from a stock corporation into a European company (Societas Europaea). 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. Since there has been no rent increase since the lease agreement was concluded, this transaction is based on conditions that are not customary in the market.

Transactions between Group companies have been eliminated on consolidation and are therefore not explained in these notes.

Corporate bodies of Uzin Utz (Societas Europaea)

Executive Board:

Christian Richter
Graduate industrial engineer (FH)
07749 Jena

Ressorts: Finance and Controlling, Investor Relations, Internal Control System, Compliance, Data Protection, Risk Management, Corporate Development

Julian Utz
Diploma economist
89073 Ulm

Ressorts: Production, materials management, intralogistics, research and development, human resources and legal affairs, corporate development

Philipp Utz
Diploma Businessman
81475 Munich

Ressorts: Marketing and product management, sales, logistics, purchasing, IT, corporate development

As of December 31, 2023, the members of the Executive Board held the following additional memberships in Supervisory and Advisory Boards:

Philipp Utz:

• Deutsche Messe AG, Hanover, Advisory Board Trade Fair DOMOTEX

Supervisory Board:

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

Timm Wiegmann
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 and shareholder of Paul Bauder GmbH & Co. KG, Stuttgart
70499 Stuttgart

Amelie Klußmann
Diploma Culture manager, Diplomat
10965 Berlin

Michaela Aurenz Maldonado (Member since May 16, 2023)
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

Retired on 16 May 2023:

Frank-W. Dreisörner
- Deputy Chairman -
Graduate Economist, Graduate Engineer
47815 Krefeld

The Supervisory Board has two committees. The Audit Committee consists of the following members: Paul-Hermann Bauder (Chairman), Dr. Rainer Kögel, Timm Wiegmann. The Personnel Committee consists of the following members: Dr. Rainer Kögel (Chairman), Dr. H. Werner Utz and Timm Wiegmann.

As of December 31, 2023, 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, Vice-Chairman of the Advisory Board
• ACO Group SE, Rendsburg, Member of the Board of Directors
• Herzog Leasing AG, Stuttgart, Member of the Supervisory Board

Membership in comparable domestic and foreign supervisory bodies:

• 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 GmbH & Co. KG/Prodomo GmbH, Jülich, Chairman of the Advisory Board
• Peri-Werk Artur Schwörer GmbH & Co. KG, Weißenhorn, Chairman of the Advisory Board
• KNF-Gruppe, Freiburg, Member of the Advisory Board

Paul-Hermann Bauder

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

Total benefits and shareholdings

The remuneration of the Executive Board of Uzin Utz SE in financial year 2023 amounted to EUR 972 thousand (2,116), of which EUR 859 thousand (1,088) was fixed and EUR 110 thousand (1,026) was performance-related. For further explanation, see int.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 60.0% 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 40.0% in four years and a minimum amount of 60.0% 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 following parameters were used to calculate the fair value:

When calculating the SVR and LVR for the Executive Board members Julian Utz and Philipp Utz, the values were reversed in March 2023. As a result, too few virtual shares were allocated and too much SVR (STI 2022) was paid out. This was corrected in November 2023.

The Supervisory Board received remuneration of EUR 470 thousand (463) for the 2023 financial year.

More detailed information on the compensation system of the Supervisory Board and the compensation of the respective Supervisory Board members can be found in the Compensation Report under the link de.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 741 thousand (752) was recognized for future pension obligations to the former management Board. Pensions amounting EUR 80 thousand (77) were paid to former members of the Management Board in the 2023 financial year.

As of December 31, 2023, the entire Executive Board held 2,709,181  (2,711,693) shares directly or indirectly. The entire Supervisory Board directly or indirectly owns 2,709,576  (2,712,088) 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 de.uzin-utz.com/investoren/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 2023 financial year, is divided into the following services rendered:

Subsequent events after the balance sheet date

On February 29, 2024, Uzin Utz SE acquired 25.1% of the shares in FP Floor Protector GmbH, based in Wiener Neustadt, Austria, from Puchegger Holding GmbH, based in Wiener Neustadt, Austria. FP Floorprotector GmbH generates intelligent solutions for parquet flooring. With the acquisition of the shares, Uzin Utz aims to expand its technology leadership for the flooring trade. The parties have agreed not to disclose the purchase price. At the time of publication of the annual report, Uzin Utz does not yet have any information on the net assets and results of operations of FP Floorprotector GmbH for 2023. However, this is not expected to have any significant financial impact on the Uzin Utz Group.