INDEPENDENT AUDITOR'S REPORT

to Uzin Utz SE, Ulm

Report on the audit of the consolidated financial statements and the Group management report

Audit opinions

We have audited the consolidated financial statements of Uzin Utz SE, Ulm, and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2023, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the financial year from January 1, 2023 to December 31, 2023, and the notes to the consolidated financial statements, including a summary of significant accounting policies. we have also audited the group management report of Uzin Utz SE, Ulm, for the financial year from January 1 to December 31, 2023. In accordance with German legal requirements, we have not audited the content of the components of the group management report mentioned in the "Other Information" section of our audit opinion.

In our opinion, based on the findings of our audit

• the accompanying consolidated financial statements comply in all material respects with IFRSs as adopted by the EU and the additional requirements of German law pursuant to § 315e (1) HGB andin compliance with these requirements, give a true and fair view of the assets, liabilities and financial position of the Group as at December 31, 2023 and of its financial performance for the financial year from January 1 to December 31, 2023, and

• the accompanying Group management report as a whole provides a suitable view of the Group's position. In all material respects, this Group management report is consistent with the consolidated financial statements, complies with German legal requirements, and accurately presents the opportunities and risks of future development. Our audit opinion on the group management report does not cover the content of those parts of the group management report listed in the "Other information" section.

In accordance with § 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations concerning the propriety of the consolidated financial statements and the group management report.

Basis for the audit opinions

We conducted our Audit of the consolidated financial statements and the group management report in accordance with Section 317 HGB and the EU Regulation on Auditors (No. 537/2014; hereinafter "EU-APrVO") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibility under those provisions and principles is further described in the section "Auditor's Responsibility for the Audit of the Consolidated Financial Statements and the Group Management Report" of our auditor's report. We are independent of the Group companies in accordance with European law and German commercial and professional regulations and have fulfilled our other German professional obligations in accordance with these requirements. Furthermore, in accordance with Article 10 (2) (f) EU-APrVO, we declare that we have not performed any prohibited non-audit services as defined in Article 5 (1) EU-APrVO. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group management report.

Key audit matters in the audit of the consolidated financial statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the  year from January 1 to December 31, 2023. These matters were considered in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment of goodwill

Reasons for designation as a key audit matter

Goodwill amounted to EUR 31.4 million as at December 31, 2023 and accounted for 7.5% of total assets. Goodwill is tested for impairment at the level of the cash-generating units, which are generally based on the legal structures. The valuation model used to test goodwill for impairment is complex and is based on a number of discretionary factors. The most significant assumptions for assessing the recoverability of goodwill relate to the expected business development, in particular with regard to expected future sales and planned earnings before interest and taxes (EBIT), and the discount rate used.

As a result of the impairment test performed, no impairment requirement was identified.

There is a risk for the consolidated financial statements that the goodwill of the cash-generating units is not recoverable.

Our audit procedure

Based on the explanations provided by those responsible for planning, we evaluated the planning process and the significant assumptions used and assessed their appropriateness.

For the cash-generating units, we compared the expected future cash flows with the existing planning and ensured that the budgeted figures are consistent with the planning approved by the Board of Management and Supervisory Board. Furthermore, we assured ourselves of the reliability of the planning by retrospectively comparing the main planned figures from previous years with the actual figures that actually occurred.

We evaluated the assumptions and parameters used to determine the discount rate applied, in particular the market risk premium and beta factor, with the involvement of our specialists and verified the calculation method.

We assessed the calculating method of the impairment test and verified the calculation of the discounted cash and mathematically verified the calculation of the discounted cash surpluses.

In addition, we have audited the corresponding disclosures in the notes to the consolidated financial statements for accuracy and completeness.

Reference to related information

For information on the accounting policies applied and the impairment tests carried out, please refer to the disclosures in the notes to the consolidated financial statements "General accounting and valuation principles - Impairment".
 

Accrual of sales revenues

Reasons for designation as a key audit matter

The company reports sales of EUR 479.3 million in the consolidated income statement for the 2023 financial year.

The correct recognition of sales in the consolidated financial statements is of particular importance for the economic situation of the Group. The recognition of revenue depends on contractual agreements regarding the significant risks and rewards associated with the products sold (transfer of risks and rewards for accounting purposes), which may result in different recognition dates.

There is a fundamental risk for the consolidated financial statements that the reported sales revenues will not be realized in the correct period, which would have a material impact on the Group's results of operations. This also has an impact on the trade receivables reported as of the reporting date.

Our audit procedure

We first assessed the underlying processes established to evaluate the requirements for recognizing revenue on an accrual basis. We assessed the effectiveness of the internal control system based on our understanding of the process and the assessment of the design and implementation of the established internal controls relating to the posting of outgoing goods and invoicing. In addition, we tested the correct accrual basis as at the reporting date by deliberately selecting at-risk revenue transactions in a specific period prior to the reporting date on the basis of meaningful evidence, such as invoices and external proof of delivery.

For all subsidiaries audited, we communicated a particular focus on the accrual basis of accounting for revenue in our audit instructions to the respective divisional auditors and utilized the results accordingly.

Reference to related information

Please refer to the disclosures in the notes to the consolidated financial statements "General accounting and valuation principles - Revenue" for the accounting and valuation principles applied to the recognition of revenue.

Transactions and relationships with related parties

Reasons for designation as a key audit matter

Uzin Utz SE is a company that is 54% family-owned. Furthermore, various participating family members hold a position on both the Management Board and the Supervisory Board of Uzin Utz SE, which leads to further interdependencies between related parties.

In addition, 26% of the shares in Uzin Utz SE are held by Alberdingk Boley GmbH. Uzin Utz SE and other Group companies maintain various goods supply relationships with Alberdingk Boley GmbH.

There is a fundamental risk for the consolidated financial statements that the disclosures on related parties required by the accounting principles applied in accordance with IAS 24 are not complete and that the legal transactions of the company and its subsidiaries with related parties that are material for accounting purposes are not properly reflected in the consolidated financial statements.

Our audit procedure

Based on our understanding of the process and our assessment of the design and implementation of the internal controls in place, we initially verified the complete recording and presentation of the legal transactions with related parties, also based on interviews with the legal representatives and the Audit Committee and by evaluating the minutes of meetings of the Supervisory Board. In this context, in the case of significant transactions, we satisfied ourselves of the proper presentation of the related party disclosures in the notes by inspecting the respective contractual agreements and reconciling these with the transactions recorded in the accounts.

In addition, in the case of contracts with related parties, such as in connection with consulting and leasing, we satisfied ourselves as to their validity under stock corporation or civil law, their operational reason, and their approval or authorization by the company's Supervisory Board.

Reference to related information

For related party disclosures, please refer to the section "Related party transactions" in the notes to the consolidated financial statements.

Other information

The legal representatives or the Supervisory Board are responsible for the other information. The other information comprises

• the disclosures in accordance with recommendation A.5 GCGC, which are made in the "Compliance" and "Adequacy and effectiveness of the internal control and risk management system" sections of the Group management report
• the remuneration report pursuant to § 162 AktG, to which reference is made in the section "Remuneration of the Board of Management" in the Group management report,
• the Group declaration on corporate governance pursuant to § 315d HGB, to which reference is made in the section "Declaration on corporate governance pursuant to § 289f and § 315d HGB" in the Group management report,
• the description of the product range in the section "Description of the product range" in the Group management report,
• the non-financial Group statement pursuant to § 315b HGB or the non-financial report within the meaning of § 315b (3) HGB referred to in the section "Non-financial statement pursuant to §§ 315b and 315c HGB" in the Group management report,
• the disclosures on the EU taxonomy in the section "EU taxonomy" in the Group management report,
• the assurance pursuant to § 297 (2) sentence 4 HGB on the consolidated financial statements and the assurance pursuant to § 315 (1) sentence 6 HGB on the Group management report,
• the report of the Supervisory Board,
• the other parts of the "Annual Report”,
• but not the consolidated financial statements, not the audited content of the group management report, and not our associated auditor's report.

The legal representatives and the Supervisory Board are jointly responsible for the remuneration report. The Supervisory Board is responsible for the report of the Supervisory Board. In all other respects, the legal representatives are responsible for the other information.

Our audit opinions on the consolidated financial statements and on the group management report do not cover the other information and, accordingly, we do not express an audit opinion or any other form of conclusion on it.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information referred to above and, in doing so, consider whether the other information

• are materially inconsistent with the consolidated financial statements, with the audited disclosures in the group management report or our knowledge obtained in the audit, or
• otherwise appear to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this context.

Management's Responsibility for the consolidated financial statements and the group management report

Management is responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Group. In addition, management is responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e. accounting fraud or error) or error.

In preparing the consolidated financial statements, the legal representatives are responsible for assessing the Group's ability to continue as a going concern. Furthermore, they are responsible for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, management is responsible for the preparation of the group management report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the legal representatives are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report.

The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the consolidated financial statements and the Group management report.

Auditor's Responsibility for the Audit of the consolidated financial statements and the group management report

Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the group management report as a whole provides an appropriate view of the Group's position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and the EU-APrVO and in compliance with German Generally Accepted Standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and the Group management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. In addition

• Identify and assess the risks of material misstatement of the consolidated financial statements and the group management report due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error because fraud may involve collusion, forgery, intentional omissions, misleading representations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and the arrangements and measures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems.
• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of accounting estimates and related disclosures made by the executive directors.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the consolidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our respective audit opinion. We draw our conclusions on the basis of the audit evidence obtained up to the date of our audit opinion. However, future events or conditions may result in the Group being unable to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German law pursuant to § 315e Abs. 1 HGB.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express opinions on the consolidated financial statements and on the group management report. We are responsible for the direction, supervision and performance of the audit of the consolidated financial statements. We are solely responsible for our audit opinions.
• Evaluate the consistency of the group management report with the consolidated financial statements, its conformity with German law, and the view of the Group's position it provides.
• Perform audit procedures on the prospective information presented by the legal representatives in the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by management as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the forward-looking statements or on the underlying assumptions. There is a significant unavoidable risk that future events will differ materially from the forward-looking statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the actions taken or safeguards applied to address independence threats.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Other LEGAL AND REGULATORY requirements

Report on the audit of the electronic reproduction of the consolidated financial statements and the group management report prepared for publication purposes in accordance with Section 317 (3a) HGB

Audit opinion

We have performed a reasonable assurance engagement in accordance with § 317 Abs. 3a HGB to verify that the data contained in the provided file "UzinUtz_KA_KLB_ESEF_2023-12-31-en.zip" (SHA256 hash value: 302704cb87c9a67185efbba57eb21a144dd2e8af0f36aefdc740ad1fa8390f3c) and the reproduction of the consolidated financial statements and the group management report (hereinafter also referred to as "ESEF documents") prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this audit only extends to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore does not extend to the information contained in these reproductions or any other information contained in the above-mentioned file.

In our opinion, the reproduction of the consolidated financial statements and the group management report contained in the above-mentioned provided file and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. Beyond this Audit opinion and our audit opinions on the accompanying consolidated financial statements and on the accompanying group management report for the financial year from January 1 to December 31, 2023 contained in the preceding "Report on the Audit of the Consolidated Financial Statements and the Group Management Report", we do not express any audit opinion on the information contained in these reproductions or on the other information contained in the aforementioned file.

Basis for the audit opinion

We conducted our Audit of the reproduction of the consolidated financial statements and of the group management report contained in the above-mentioned file provided in accordance with Section 317 (3a) HGB and in compliance with IDW Auditing Standard: Audit of Electronic Reproductions of Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with Section 317 (3a) HGB (IDW PS 410 (06.2022)). Our responsibilities under those requirements are further described in the "Auditor's responsibilities for the audit of the ESEF documents" section. Our audit practice complies with the quality management system requirements of the IDW Quality Management Standard: Requirements for Quality Management in the Auditing Practice (IDW QMS 1 (09.2022)) have been applied.

Legal uncertainty regarding the conformity of the interpretation of the relevant European regulations

Due to the conversion process chosen by the company with regard to the notes information in iXBRL format ("block tagging"), the consolidated financial statements converted to ESEF format cannot be fully and meaningfully analyzed by machine. The legal conformity of the executive directors' interpretation that a meaningful machine readability of the structured notes information is not explicitly required by the Delegated Regulation (EU) 2019/815 when block tagging the notes is subject to significant legal uncertainty, which therefore also constitutes an inherent uncertainty of our audit.

Responsibility of the legal representatives and the Supervisory Board for the ESEF documents

The executive directors of the company are responsible for the preparation of the ESEF documents including the electronic reproduction of the consolidated financial statements and the group management report in accordance with section 328 (1) sentence 4 no. 1 HGB and for the tagging of the consolidated financial statements in accordance with section 328 (1) sentence 4 no. 2 HGB.

Furthermore, the company's management is responsible for such internal control as they have determined necessary to enable the preparation of ESEF documents that are free from material non-compliance, whether due to fraud or error, with the requirements of Section 328 (1) HGB for the electronic reporting format.

The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the financial reporting process.
 

Auditor's responsibility for the Audit of the ESEF documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material - intentional or unintentional - non-compliance with the requirements of Section 328 (1) HGB. During the audit, we exercise professional judgment and maintain professional skepticism. In addition

• Identify and assess the risks of material non-compliance with the requirements of Section 328 (1) HGB, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain an understanding of internal control relevant to the audit of the ESEF documentation in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these controls.
• we assess the technical validity of the ESEF documents, i.e. whether the file containing the ESEF documents meets the requirements of the Delegated Regulation (EU) 2019/815 in the version applicable at the reporting date for the technical specification for this file.
• Evaluate whether the ESEF documents enable an XHTML reproduction with content equivalent to the audited consolidated financial statements and the audited group management report.
• we assess whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with Articles 4 and 6 of the Delegated Regulation (EU) 2019/815 in the version applicable at the reporting date provides an adequate and complete machine-readable XBRL copy of the XHTML reproduction.

Other information pursuant to Article 10 EU-APrVO

We were elected as group auditor by the annual general meeting on May 16, 2023. We were engaged by the chairman of the supervisory board on November 28, 2023. We have been the group auditor of the Uzin Utz SE, Ulm, without interruption since the financial year 2021.

We declare that the Audit opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (audit report).

Other matters - Use of the audit opinion

Our audit opinion should always be read in conjunction with the audited consolidated financial statements and the audited Group management report as well as the audited ESEF documents. The consolidated financial statements and the group management report converted into the ESEF format - including the versions to be filed in the company register - are merely electronic reproductions of the audited consolidated financial statements and the audited group management report and do not replace them. In particular, the ESEF report and our audit opinion contained therein can only be used in conjunction with the audited ESEF documents provided in electronic form.

Responsible auditor

The German Public Auditor responsible for the Audit is Daniel Fick.

Stuttgart, March 27, 2024

Rödl & Partner GmbH
Wirtschaftsprüfungsgesellschaft (Auditing company)

Prof. Dr. Peter Bömelburg
Wirtschaftsprüfer (German Public Auditor)

Daniel Fick
Wirtschaftsprüfer (German Public Auditor)