Events, decisions and factors with a significant influence on the further development of the Uzin Utz Group

All events, decisions and factors with a significant influence on the further development of the Uzin Utz Group that were already known in 2024 are included in the respective thematically related part of this report.

Existing branches, permanent establishments, representative offices

The structure and locations of the Group's subsidiaries and associated companies are shown in the section "Group companies" in the notes to the consolidated financial statements.

Branch offices are permanently operated facilities of the company that are physically and organizationally separate from the main branch, operate independently from the outside, but are subordinate to the main branch and do not have their own legal capacity.

Based on this definition, the following locations were identified as branch offices:

Uzin Utz SE has a branch office in Naples, Italy.

The French subsidiary in Soissons, France, operates a sales office in Paris.

INTR. B.V. operates several branches (so-called INTR. Points) in the Netherlands, where a comprehensive range of products is offered. Customers are advised in the branches, receive product demonstrations and can purchase products.

The following INTR. Points exist:

• INTR. Point Delft (Delft)
• INTR. Point Den Bosch (‘s-Hertogenbosch)
• INTR. Point Heerenveen (Heerenveen)
• INTR. Point Hengelo (Hengelo)
• INTR. Point Hoofddrop (Hoofddorp)
• INTR. Point Hoogeveen (Hoogeveen)
• INTR. Point Leek (Leek)
• INTR. Point Nieuwegein (Nieuwegein)
• INTR. Point Nuth (Nuth)
• INTR. Point Zwolle (Zwolle)

The locations that do not meet the definition of a branch office but are of particular relevance due to their size are listed below.

Uzin Utz Tools GmbH & Co. KG has had a registered office in Mettmann, where small tools of the Pajarito brand are produced, since a merger as part of an internal restructuring within the Group.

Uzin Utz North America Inc. has a production site including a research and development department for dry mortar in Dover, Delaware. This location also houses a training center for wholesale customers. The second dry mortar plant of Uzin Utz North America Inc. in Waco, Texas was put into operation in the second quarter of 2023.

Reporting in accordance with § 315a para. 1 HGB

Composition of subscribed capital

The subscribed capital of Uzin Utz SE in the amount of EUR 15,133 thousand is divided into 5,044,319 no-par value bearer shares (ordinary shares), each of which grants the same rights, in particular the same voting rights. There are no different classes of shares. One share corresponds to a notional share in the capital stock of EUR 3 each.

Voting rights and transfer restrictions

There are neither statutory provisions nor provisions in the Articles of Association that restrict voting rights or the transfer of shares. A pooling agreement exists between Dr. Utz, his children and his sister and her children. The shares of the pool members (2,709,181 shares or 53.7% of the voting rights) can only be disposed of uniformly and the voting rights at the Annual General Meeting can only be exercised uniformly. Apart from the above-mentioned agreement, the Executive Board is not aware of any restrictions affecting voting rights or the transfer of shares.

Shareholdings of more than 10% of the capital

To the knowledge of the Executive Board and on the basis of the notifications received by the company under securities law, there are direct or indirect shareholding in the share capital of Uzin Utz SE that exceed 10% of the voting rights. Further details are provided in the notes to the (consolidated) financial statements under "Disclosures pursuant to Section 160 (1) AktG".

Shares with special rights

There are no shares with special rights conferring powers of control.

Voting right control in the case of employee participation

The Executive Board is not aware of any employees holding share in the company who do not exercise their control rights directly.

Appointment and dismissal of members of the Executive Board and amendments to the Articles of Association

The Executive Board of Uzin Utz SE consists of one or more persons. The number of members of the Executive Board is determined by the Supervisory Board. Members of the Executive Board are appointed and dismissed in accordance with the statutory provisions. With the exception of a judicial replacement appointment, the Supervisory Board alone is responsible for the appointment and dismissal of members of the Executive Board. It appoints members of the Executive Board in accordance with Section 7 of the Articles of Association of Uzin Utz SE for a maximum of six years. Reappointment or extension of the term of office, in each case for a maximum of six years, is permissible. The Supervisory Board can appoint a Chairman and a Deputy Chairman of the Executive Board. In accordance with the regulations of the German Corporate Governance Code, the maximum possible appointment period of six years is not the rule for initial appointments.

Amendments to the Articles of Association follow the provisions of Section 179 AktG as well as Section 20 of the Articles of Association of Uzin Utz SE. Accordingly, the Supervisory Board is authorized to make amendments to the Articles of Association that only affect the wording. A resolution of the Annual General Meeting is not required. This applies in particular to amendments to the Articles of Association following the full or partial implementation of the increase in the share capital.

Powers of the Executive Board to issue and buy back shares

The Executive Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions in the period up to May 21, 2029 by up to a total of EUR 3,000,000 by issuing up to a total of 1,000,000 new no-par value ordinary bearer shares with voting rights (no-par value shares) with a notional interest in the share capital of EUR 3.00 per share ("Authorized Capital I"). The capital increases can be made against cash and/or non-cash contributions.

The Executive Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital in the period up to May 25, 2026 once or - in partial amounts - several times by up to a total of EUR 4,000,000 by issuing new ordinary no-par value bearer shares with voting rights with a notional interest in the share capital of EUR 3.00 per share ("Authorized Capital II"). The capital increases can be made against cash and/or non-cash contributions.

The Executive Board is further authorized, with the consent of the Supervisory Board, to exclude the shareholders' statutory subscription rights in particular in the following cases:

• for the fractional amounts arising due to the subscription ratio
• for a capital increase against contributions in kind in the best interests of the Company for the acquisition of companies, parts of companies or equity interests in companies or other assets (even if a purchase price component is paid out in cash in addition to the shares) or in connection with business combinations or mergers
• for a capital increase against cash contributions, up to a total of 10% of both the capital stock existing at the time this authorization takes effect and the capital stock existing at the time this authorization is exercised, provided that the issue price of the new shares is not significantly lower than the stock market price of the shares of the same class and rights already listed. Shares issued or sold during the term of this authorization with exclusion of subscription rights in direct or analogous application of Section 186 (3) Sentence 4 AktG shall be counted towards this limit of 10% of the capital stock.

The Executive Board is further authorized, with the consent of the Supervisory Board, to determine a starting date for profit entitlement that deviates from the law and to determine the further details of a capital increase and its implementation, in particular the issue price and the consideration to be paid for the new shares, as well as to determine the granting of subscription rights by way of indirect subscription rights in accordance with Section 186 (5) AktG.

The Supervisory Board is authorized to amend the wording of Article 4 of the Articles of Association after the capital increase from Authorized Capital I has been carried out in full or in part or after the authorization period has expired without a capital increase.

On May 19, 2020, the Annual General Meeting of the company authorized the company to acquire treasury shares up to a total of 10% of the share capital existing at the time of the resolution for purposes other than trading in treasury shares until May 18, 2025, whereby the acquired shares together with other treasury shares held by the company or attributable to it may at no time account for more than 10% of the share capital. The authorization may be exercised by the company in whole or in part; if exercised in part, the authorization may be exercised several times. The shares may only be acquired via the stock exchange or by means of a public purchase offer to all shareholders.

The above mentioned authorizations of the Executive Board to issue new shares from Authorized Capital I and II are intended to enable the Executive Board to meet any capital requirements that may arise in a timely, flexible and cost-effective manner and, depending on the market situation, to take advantage of attractive financing opportunities. The possibility in individual cases of paying for the acquisition of companies or shareholdings in companies by issuing shares in the Company to the seller enables the Company to expand without burdening its liquidity. The authorization to acquire and use treasury shares enables the Company, in particular also institutional or other investors, to offer shares in the Company and/or to expand the shareholder base of the Company and to issue the acquired treasury shares as consideration for the acquisition of companies, interests in companies or in connection with business combinations. The Authorized Capital and the authorization to acquire treasury shares are provisions that are customary for listed companies comparable to the Company and do not serve the purpose of impeding any takeover attempts.

Significant agreements of the company with so-called change-of-control clauses

There are no agreements of the parent company that are subject to a change of control following a takeover bid.

Compensation agreements of the parent company

The parent company has not entered into any compensation agreements with members of the Executive Board or employees in the event of a takeover bid.

In the reporting period, there was no reason for the Executive Board to deal with questions relating to a takeover or with specifics of the disclosures to be made under the Takeover Directive Implementation Act (Übernahmerichtlinie-Umsetzungsgesetz). The Executive Board therefore believes that no further explanations beyond the above disclosures and the disclosures in the management report or Group management report are necessary.