General

Uzin Utz increased its sales to EUR 505.1 million in financial year 2025, while earnings declined slightly compared to the previous year. Sales were achieved despite ongoing weakness in key markets and intense competitive pressure. Earnings before interest and taxes (EBIT) fell from EUR 42.8 million in the previous year to EUR 40.4 million in financial year 2025. This corresponds to a slight decline of 5.6% compared to the previous year. The cost of materials ratio remained largely stable year-on-year at 41.5%. The decline was driven by an increase in the personnel expense ratio to 28.0% as a result of staff expansion and a wage increase in the German chemical industry in April 2025, negative currency effects and a sharp rise in the freight cost ratio at Uzin Utz North America, Inc. due to US customs measures.

Uzin Utz also expects the environment to remain challenging in 2026 due to ongoing geopolitical risks and uncertainties about economic development. In addition, the year will be marked by the launch of the new GROW BIGGER strategy. 

There were no personnel changes in the Management Board or Supervisory Board during the 2025 financial year. 

The committees of the Supervisory Board performed their duties in accordance with the rules of procedure in 2025. The Personnel Committee, consisting of Prof. Dr. Kögel (Chairman), Dr. Utz and Mr. Wiegmann, held one face-to-face meeting and consulted with one another several times by telephone during the reporting period. All committee members were present at the meetings. The Audit Committee, comprising Mr. Bauder (Chairman), Prof. Dr. Kögel, and Mr. Wiegmann, held two meetings in fiscal year 2025, one in person and one via video conference. All members of the committee were present at each meeting.

The Supervisory Board monitored the Management Board in accordance with stock corporation law and advised it on the management of the company. The Supervisory Board was informed by the Management Board on a regular, timely, and comprehensive basis—both verbally and in writing—about the business situation and policy, fundamental issues relating to financial, investment, and personnel policy, as well as the profitability and risk situation of Uzin Utz SE and the Group.

The Supervisory Board's monitoring and advisory activities were based on these detailed reports from the Management Board, which were provided in both oral and written form. The Supervisory Board was also provided with monthly status reports containing information on sales and earnings, both on a monthly and cumulative basis, with deviations from the plan/actual figures and the current forecast. These reports contain the most important key figures for the Group and the individual companies. More detailed information was provided as required or in line with current key issues.

The Supervisory Board discussed all business transactions requiring approval in detail with the Management Board prior to passing resolutions. The Supervisory Board was also informed by the Management Board between meetings about projects that were of particular importance or required urgent attention. In addition, the Supervisory Board was in regular contact with the company's Management Board through its Chairman. It continuously obtained information from the Management Board about current developments, the business situation and important individual transactions. The Chairman of the Supervisory Board was immediately informed by the Management Board of any extraordinary events that were of significant importance for the situation and development of the company and the Group.

The Supervisory Board fulfilled its statutory and statutory duties with great care. Based on the reports and information provided by the Management Board, the Supervisory Board was satisfied that the management of the company was conducted in accordance with the rules. The Supervisory Board ascertained by questioning the Management Board and the auditor that the requirements for the risk management system at Uzin Utz SE and within the Group had been met. In addition to the further development of the internal control system, the strategic and organizational orientation of the Group was a focus topic for the Supervisory Board in the past finanicial year.

Main focus of the Supervisory Board meetings

In 2025, four regular Supervisory Board meetings were held in person. With the exception of the December meeting, all members of the Supervisory Board attended each of the meetings. In addition to the Supervisory Board meetings, three resolutions were passed by way of a circular resolution. The regular meetings focused on discussing the current business performance of the Uzin Utz Group and the planning by the Management Board, with an emphasis on sales, cost and earnings development, and the financial situation. In addition to the regular meetings, the Supervisory Board and Management Board met for two strategy workshops (one full-day and one half-day) to work together, in some cases with the involvement of senior management, on the direction of Uzin Utz from 2026 onwards. The Personnel and Audit Committees reported on their respective activities during the regular meetings. Decisions were made by the entire committee. The Supervisory Board also used the regular meetings for internal coordination without the Management Board.

The Management Board provided comprehensive answers to the detailed questions posed by the members of the Supervisory Board, which arose from the written reports and presentations submitted on a regular basis as well as from the verbal explanations provided during the meetings. The deliberations and reviews of the Supervisory Board primarily concerned the following topics during the Supervisory Board meetings:

The Supervisory Board meeting on March 27, 2025 focused on the Supervisory Board's review of the annual financial statements, the consolidated financial statements, the management reports of Uzin Utz SE and the Group, including the separate non-financial statement pursuant to Section 315c of the German Commercial Code (HGB) for the 2024 financial year. In addition to its own review activities in preparation for the Supervisory Board meeting, the Supervisory Board discussed in detail the report of the Chairman of the Audit Committee on the preparatory activities of the Audit Committee and the detailed exchange with the auditors. The Supervisory Board approved the annual financial statements of Uzin Utz SE, approved the consolidated financial statements, and approved the proposal for the appropriation of profits. At this meeting, the Supervisory Board also approved the Supervisory Board report and the declaration of conformity with the German Corporate Governance Code. The agenda for the Annual General Meeting on May 13, 2025, was also discussed and approved. Finally, the Supervisory Board dealt in detail with the business situation and the market and competitive situation. In particular, the development of sales in the various countries was discussed. Other topics included the Uzin Utz Group's risk management report, the ongoing S4/Hana migration, the new management model for Uzin Utz, the results of the annual employee survey, the 2026+ strategy, and the introduction of UZIN FusionTec levelling compounds. Finally, an increase in the framework budget for investment in the conversion to SAP S4/Hana was approved.

At its meeting on May 13, 2025, the Supervisory Board first summarized the previous Annual General Meeting, which was generally considered to have been very well organized, confidently chaired, and appealing in terms of content. The meeting began with a discussion of the market situation and the performance of individual market competitors, as well as the success of the FusionTec product line. This was followed by a discussion of the current business situation. Changes in the planning process, the status of the implementation of the digitalization strategy, the establishment of the basic mechanisms of the new control model, and an acquisition option were also discussed.

At its meeting on September 15, 2025, the Supervisory Board once again discussed the business situation in detail, including the outlook for the rest of the year and the market and competitive environment. Other topics included the new strategy, including impressions from this year's manager meeting, the new management model for Uzin Utz, a look at key figures for sustainability and innovation, new growth regions, the status of the S4/Hana migration, and a strategic sales project. Finally, several topics related to M&A were discussed.

The business situation was discussed at the meeting on December 12, 2025. Reports were also given on the planning for the entire group and some subsidiaries, as well as on the planning assumptions for the 2026 financial year. The Supervisory Board unanimously approved the proposed planning for the 2026 financial year. At the meeting, the Management Board presented a comprehensive, medium-term 5-year plan for the Uzin Utz Group. The Group's liquidity development and financing were discussed. Other topics included the adoption of the "GROW BIGGER" strategy, interim results on the implementation of the new management model and the S4/Hana migration, the audit committee's report on the preparation of the annual audit, and the introduction of new employees. Several acquisition options were also discussed.

In three written and telephone resolutions, the Supervisory Board dealt with the establishment of a credit line, the appointment of managing directors of BIOFA Naturprodukte W. Hahn GmbH, the implementation of two acquisitions, and a succession plan.

Annual and consolidated financial statements 2025

Rödl Audit GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, has audited the annual financial statements of Uzin Utz SE and the consolidated financial statements as of December 31, 2025, as well as the combined management report, including the accounting records, and has issued an unqualified audit opinion in each case.

The audit also revealed that the Management Board took the measures required under Section 91 (2) of the German Stock Corporation Act (AktG) in an appropriate manner and that the monitoring system is suitable in all material respects for identifying developments that could jeopardize the continued existence of the company at an early stage with sufficient certainty. During the audit, the auditors and the company also exchanged information on improvements and further development based on the findings of the audit, which relate to the requirement of Section 91 (3) AktG for an internal control system and risk management system that is appropriate and effective in view of the scope of the company's business activities and risk situation.

Each member of the Supervisory Board received the audit report from the auditor, including the audit opinion on the remuneration report. The annual financial statements, including the audit reports prepared by the auditor, were sent to all members of the Supervisory Board in good time to ensure that they could be carefully and thoroughly reviewed by the Supervisory Board. On March 21, 2026, the Audit Committee held a meeting to discuss the annual and consolidated financial statements. This meeting was attended by the members of the Audit Committee, the Chief Financial Officer, and the company's auditor. At the meeting of the Audit Committee, the annual financial statements of Uzin Utz SE and the consolidated financial statements as of December 31, 2025, the combined management report, and the audit reports were discussed in detail with the auditor. At this meeting, the auditor reported on the course of his audit and its key findings. The Supervisory Board held the company's balance sheet approval meeting on March 26, 2026. The Chairman of the Audit Committee reported in detail on the Audit Committee's proposed resolution and the reasons behind it. All members of the Supervisory Board and the Management Board attended.

The Supervisory Board has reviewed the annual financial statements and consolidated financial statements, the combined management report, and the Management Board's proposal for the appropriation of net retained profits. The Supervisory Board also reviewed the separate non-financial statement of the Uzin Utz Group for the 2025 financial year, prepared in accordance with Sections 289b, 315b, and 315c HBG. After completing its review, the Supervisory Board raised no objections and concurred with the results of the auditor's review of the annual financial statements and consolidated financial statements. The Supervisory Board approved the annual financial statements of Uzin Utz SE and the consolidated financial statements for the 2025 financial year prepared by the Management Board; the annual financial statements are thus adopted. The Supervisory Board has approved the combined management report, in particular the statements on the further development of the company and the disclosures pursuant to Sections 289 (4), 289a, and 315 (2), 315a HGB. The Supervisory Board also approved the corporate governance statement.

The Supervisory Board approved the proposal submitted by the Management Board for the appropriation of net retained profits after conducting its own review.

The remuneration report pursuant to Section 162 (1) sentence 1 AktG was prepared in cooperation between the Management Board and the Supervisory Board. The report, which provides information on the remuneration granted and owed in the past financial year, was subject to formal review by Rödl in accordance with Section 162 (3) AktG. The review revealed that the remuneration report contains all essential information required by Section 162 (1) and (2) AktG.

Declaration of Compliance

At its meeting on March 26, 2026, the Supervisory Board discussed the further development of corporate governance based on the German Corporate Governance Code. The declaration of compliance was issued by the Supervisory Board at the same meeting and will be made permanently available to shareholders on the website de.uzin-utz.com/investoren/corporate-governance.

Dear colleagues, we would like to take this opportunity to express our sincere appreciation and heartfelt thanks. Your extraordinary commitment and personal dedication over the past financial year have contributed significantly to our success. In a market environment that has been challenging for several years, your work has enabled us to achieve the ambitious goals of PASSION 2025.

We are proud of your achievements and look forward with confidence to the coming financial year and the start of the next phase of growth with GROW BIGGER. Your professionalism and team spirit form the basis for our close and trusting cooperation. We would like to invite you to join us in mastering the challenges ahead and continuing to ensure our success.

Ulm, March 26, 2026

Dr. H. Werner Utz

Chairman of the Supervisory Board