Independent auditor's report

To Uzin Utz SE, Ulm

Report on the audit of the consolidated financial statements and the 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, 2025, 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 to December 31, 2025, and notes to the consolidated financial state-ments, including key information on accounting policies. In addition, we have audited the management report (here-inafter: “Management Report”) of Uzin Utz SE, Ulm, which is combined with the Group management report, for the fiscal year from January 1 to December 31, 2025. In accordance with the German legal requirements, we have not audited the content of those parts of the management report listed in the "Other Information" section of our audi-tor's report.

In our opinion, based on the findings of our audit, the consolidated financial statements are as follows

• the accompanying consolidated financial statements comply in all material respects with the IFRS Accounting Standards issued by the International Accounting Standards Board (hereinafter “IFRS Accounting Standards”),  as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and, in compliance with these requirements, give a true and fair view of the assets, liabilities and financial position of the Group as at December 31, 2025 and of its financial performance for the financial year from Jan-uary 1 to December 31, 2025, and
• the accompanying management report as a whole provides a suitable view of the Group's position. In all materi-al respects, this management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the management report does not cover the content of those parts of the management report listed in the "Other Information" section of our auditor's report.

Pursuant to § 322 Abs. 3 Satz 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the management report.

Basis for the audit judgments

We conducted our audit of the consolidated financial statements and of the management report in accordance with Section 317 HGB and the EU Audit Regulation (No. 537/2014, referred to subsequently as "EU Audit Regulation") 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 responsibilities under those re-quirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Management Report" section of our auditor's report. We are independent of the Group companies in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. 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 state-ments and on the 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 financial year from January 1 to December 31, 2025. These matters were addressed 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 particularly important audit matter

Goodwill amounted to EUR 30.3 million as at December 31, 2025 and accounted for 6.8 % 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 busi-ness development, in particular with regard to the expected future sales revenue and the planned earnings before interest and taxes (EBIT), as well as the discount rate used.

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

Our audit procedure

On the basis of the explanations provided by those responsible for planning, we assessed the planning process and the key assumptions used and checked them for 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 Executive Board and Supervisory Board. Furthermore, we assured ourselves of the reliability of the planning by retrospectively comparing the significant planned values from previous years with the actual values that actually occurred. We assessed 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 experts and verified the calculation method.

We assessed the calculation method of the impairment test and reviewed the calculation of the discounted cash flow.

We also examined the corresponding disclosures in the notes to the consolidated financial statements for accuracy and completeness.

Reference to related information

For information on the accounting and valuation principles applied and the impairment tests performed, please refer to the section titled “Impairment” in the Notes to the Consolidated Financial Statements.

Transactions and relationships with related companies and persons

Reasons for designation as a particularly important 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 a further intercon-nection of related parties.

In addition, 26 % of the shares in Uzin Utz SE are held by Alberdingk Boley GmbH, Krefeld. 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 correct, 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 processes and our assessment of the design and implementation of the internal controls in place, we first reviewed the completeness of the recording and presentation of legal transactions with related parties, including through interviews with the legal representatives and the Audit Committee, as well as by reviewing the minutes of Supervisory Board meetings. In this context, for significant transactions, we reviewed the relevant contractual agreements and reconciled them with the transactions recorded in the accounting records to ensure the proper presentation of the disclosures regarding related parties in the notes to the financial statements.

Furthermore, in the case of contracts with related parties, e.g. in connection with consulting and leasing, we satis-fied ourselves as to their validity under stock corporation or civil law, their operational justification, their market conformity and, if necessary, their approval or authorization by the company's Supervisory Board.

Reference to related information

For information on related parties, please refer to the disclosures in the notes to the consolidated financial state-ments under "Related party disclosures".

Other information

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

• the disclosures pursuant to recommendation A.5 GCGC made in the sections "Adequacy and effectiveness of the internal control and risk management system" in the management report
• the remuneration report pursuant to Section 162 AktG, to which reference is made in the "Remuneration report" section of the management report
• the declaration on corporate governance pursuant to Section 315d HGB, to which reference is made in the sec-tion "Declaration on corporate governance pursuant to Section 289f and Section 315d HGB" in the management report
• the information on the EU taxonomy in the “EU Taxonomy” section of the management report
• the certification pursuant to Section 297(2), sentence 4, and Section 315(1), sentence 5, of the German Com-mercial Code (HGB) regarding the consolidated financial statements and management report, as set forth in the section titled “Certification by the Legal Representatives” in the notes to the consolidated financial statements
• the report of the Supervisory Board
• the other parts of the “Annual Report”
• the non-financial group report to be provided to us, as expected, after the date of the auditor’s report, in accord-ance with Section 315b(3), first sentence, item 2(b) of the German Commercial Code (HGB), to which refer-ence is made in the management report under the section “Non-financial statement pursuant to Sections 315b and 315c HGB”
• but not the consolidated financial statements, the audited disclosures in the management report and our audi-tor's report thereon.

The legal representatives and the Supervisory Board are jointly responsible for the remuneration report and for the declaration pursuant to Section 161 AktG on the German Corporate Governance Code, which is part of the corporate governance declaration pursuant to Section 289f HGB and Section 315d HGB. The Supervisory Board is responsible for the report of the Supervisory Board. In all other respects, the executive directors are responsible for the other information.

Our opinions on the consolidated financial statements and on the management report do not cover the other infor-mation, and consequently we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other infor-mation 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 man-agement 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.

Responsibility of the legal representatives and the Supervisory Board 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 IFRS Accounting Standards as adopted by the EU and the additional requirements of German com-mercial 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. Furthermore, 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 fraudulent misrepresentation) 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. In addition, they are responsible for disclosing, as applicable, matters related to the Group's ability to continue as a 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 opera-tions, or there is no realistic alternative but to do so.

Furthermore, management is responsible for the preparation of the 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 management report that is in accord-ance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the management report.

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

Auditor’s responsibility for the audit of the consolidated financial statements and the group management report

Our objectives are 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 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 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 Audit Regulation 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) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered materi-al 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 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 of the man-agement report, 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 opinions. The risk of not de-tecting a material misstatement resulting from fraud is higher than the risk of not detecting a material mis-statement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresenta-tions, or the override of internal control.
• obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures relevant to the audit of the 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 the Group's internal control or on the effectiveness of these arrangements and measures.
• we evaluate the appropriateness of accounting policies used by the legal representatives and the reasonableness of accounting estimates and related disclosures made by the legal representatives.
• we 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 un-certainty exists, we are required to draw attention in the auditor's report to the related disclosures in the consol-idated financial statements and in the management report or, if such disclosures are inadequate, to modify our respective opinions. We draw our conclusions on the basis of the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able 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 IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB.
• we plan and perform the audit of the consolidated financial statements to obtain sufficient appropriate audit evidence regarding the financial information of the companies or business segments within the group as a basis for forming our audit opinions on the consolidated financial statements and the management report. We are re-sponsible for directing, supervising, and reviewing the audit work performed for the purpose of the audit of the consolidated financial statements. We bear sole responsibility for our audit opinions.
• we evaluate the consistency of the management report with the consolidated financial statements, its conformi-ty with German law, and the view of the Group's position it provides.
• we perform audit procedures on the prospective information presented by the legal representatives in the man-agement 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 tim-ing of the audit and significant audit findings, including any significant deficiencies in internal control that we identi-fy 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 disclo-sure about the matter. 

Other legal and regulatory requirements

Report on the audit of the electronic reproduction of the consolidated financial statements and the management report prepared for publication purposes in ac-cordance with Section 317 (3a) of the German Commercial Code (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_2025-12-31-de.zip“ (SHA256-Hashwert: 813929bf55d407c45170594ead0dd1ca4006b0a5656383555840e4 a5629ad1bb) and prepared for publication purposes of the consolidated financial statements and the management report (hereinafter also referred to as "ESEF documents") comply in all material respects with the requirements of Section 328 (1) HGB for the electronic re-porting format ("ESEF format"). In accordance with German legal requirements, this audit only extends to the con-version of the information contained in the consolidated financial statements and the management report into the ESEF format and therefore does not extend to the information contained in these disclosures or any other infor-mation contained in the above-mentioned file.

In our opinion, the reproduction of the consolidated financial statements and the management report contained in the above-mentioned file and prepared for publication purposes complies in all material respects with the require-ments 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 management report for the fi-nancial year from January 1 to December 31, 2025 contained in the "Report on the Audit of the Consolidated Fi-nancial Statements and of the Management Report" above, we do not express any opinion on the information con-tained in these reproductions or on the other information contained in the above-mentioned file.

Basis for the audit opinion

We conducted our audit of the reproduction of the consolidated financial statements and of the 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 the Electronic Reproduction of Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with Section 317 (3a) HGB (IDW PS 410 (06.2022)). Our respon-sibilities under those requirements are further described in the "Auditor's responsibilities for the audit of the ESEF documents" section. Our audit practice has implemented 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 into ESEF format cannot be fully and meaningfully ana-lyzed by machine. The legal conformity of the legal representatives' interpretation that the Delegated Regulation (EU) 2019/815 does not explicitly require meaningful machine readability of the structured notes information when block tagging the notes is subject to significant legal uncertainty, which therefore also constitutes an inherent un-certainty in 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 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 neces-sary to enable the preparation of ESEF documents that are free from material non-compliance with the require-ments of Section 328 (1) HGB for the electronic reporting format, whether due to fraud or error.

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 - inten-tional or unintentional - non-compliance with the requirements of Section 328 (1) HGB. During the audit, we exer-cise 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 documents in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the ef-fectiveness of these controls.
• we assess the technical validity of the ESEF documents, i.e. whether the file containing the ESEF documents complies with the requirements of the Delegated Regulation (EU) 2019/815 in the version applicable as of the reporting date regarding the technical specification for this file.
• we assess whether the ESEF documents enable the audited consolidated financial statements and the audited management report to be reproduced in XHTML format with the same content.
• 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 ena-bles an adequate and complete machine-readable XBRL copy of the XHTML reproduction.

Further information pursuant to Art. 10 of the EU

We were elected as group auditor by the annual general meeting on May 13, 2025. We were engaged by the chair-man of the supervisory board on December 10, 2025. We have been the group auditor of the Uzin Utz SE, Ulm, with-out 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 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 management report as well as the audited ESEF documents. The consolidated financial statements and the 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 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 auditor responsible for the audit is Mr Daniel Fick.

Stuttgart, March 26, 2026

Rödl Audit GmbH
Auditing company
Tax consulting company

Difflipp
Wirtschaftsprüfer
(German Public Auditor)   

Fick
Wirtschaftsprüfer
(German Public Auditor)