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.