General

Uzin Utz's sales moved sideways in the 2023 financial year, while earnings declined slightly. In the past financial year, sales stagnated at the previous year's level of EUR 479.3 million, in which the highest sales in the company's history of EUR 487.1 million were achieved. This represents a percentage decrease of 1.6% compared to the previous year, which is primarily due to the challenging market environment and the associated decline in sales in the core markets. Earnings before interest and taxes (EBIT) fell from EUR 36.3 million in the previous year to EUR 34.5 million in the 2023 financial year. This corresponds to a decrease of 5.1% and is mainly due to exchange rate effects, higher depreciation and amortization and the increase in personnel expenses. Due to the continuing strain on national economies as a result of high interest rates and geopolitical uncertainties, Uzin Utz's economic development in the 2024 financial year is again characterized by challenges. On the other hand, the market environment also offers opportunities that we want to realize with our strengths. This results in slight growth potential for the 2024 financial year.

There were no personnel changes on the Management Board in the course of the 2023 financial year. We bid farewell to Mr. Dreisörner from the Supervisory Board after his long and successful work for Uzin Utz SE. He was succeeded by Ms. Aurenz Maldonado.

The Supervisory Board committees performed their regular duties in 2023. The Personnel Committee with its members Prof. Dr. Kögel (Chairman), Dr. Utz and Mr. Dreisörner (Mr. Wiegmann from May, 16 2023) held two virtual meetings in the reporting period. All members of the committee were present in each case. The Audit Committee with Mr. Bauder (Chairman), Prof. Dr. Kögel and Mr. Wiegmann held two meetings in person in the 2023 financial year. All members of the committee were present in each case.

In accordance with the provisions of the German Stock Corporation Act, the Supervisory Board monitored the Management Board and advised it on the management of the company. The Supervisory Board was regularly, promptly and comprehensively informed by the Management Board, both verbally and in writing, about the business situation and policy, fundamental issues of 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 carried out on the basis of these detailed verbal and written reports from the Management Board on the business situation of Uzin Utz SE and the Group. The Supervisory Board was also provided with monthly status reports, which provide information both per month and cumulatively on sales and the earnings situation, with target/actual deviations and current forecasts. The reports document the most important key figures for the individual companies. More in-depth details were made available as required or depending on current key topics.

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

The Supervisory Board performed the duties incumbent upon it in accordance with the law and the company's Articles of Association with great care. On the basis of the reports and information provided by the Management Board, the Supervisory Board satisfied itself of the proper conduct of business. By questioning the Management Board and the auditor, the Supervisory Board ensured that the requirements for the risk management system at Uzin Utz SE and in the Group were met. The further development of the internal control system was also once again a focus topic for the Supervisory Board in the past financial year.

Focus of the Supervisory Board meetings

Four ordinary Supervisory Board meetings were held in 2023, three of which were held in person and one in hybrid form (one member was connected via video conference). All members of the Supervisory Board attended each of the meetings. In addition to the Supervisory Board meetings, two resolutions were passed by way of circulation. The subject of the ordinary meetings of the Supervisory Board was the discussion of the current business development of the Uzin Utz Group and the planning by the Management Board with a focus on the development of sales, costs and earnings as well as the financial situation. The Personnel and Audit Committees reported on their respective activities at the ordinary meetings. Decisions were made by the entire committee in each case. The Supervisory Board also used the ordinary meetings for internal coordination without the Management Board.

The Management Board answered the Supervisory Board members' detailed questions, which arose from the regularly submitted written reports and presentations as well as the verbal statements made during the meetings, in detail. The Supervisory Board's deliberations and examinations at the Supervisory Board meetings focused primarily on the following matters:

The Supervisory Board meeting on March 27, 2023 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 in accordance with Section 315c of the German Commercial Code (HGB) for the 2022 financial year. In addition to its own Audit activities as part of the preparations for the Supervisory Board meeting on the financial statements, the Supervisory Board discussed in detail the report of the Chairman of the Audit Committee on the preparatory activities of the Audit Committee. The auditors also took part in the discussion of these points. The Supervisory Board adopted 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 adopted the report of the Supervisory Board and the declaration of compliance with the German Corporate Governance Code. The agenda for the Annual General Meeting on May 16, 2023 was also discussed and approved. Finally, the Supervisory Board dealt in detail with the business situation as well as the market and competitive situation. In particular, possibilities for implementing greater causation transparency in the Group's standard reporting on various topics were discussed. Other topics included the Risk Management Report 2023 of the Uzin Utz Group, the age structure and succession planning in the Group, the results of the efficiency audit 2022, the succession of Mr. Dreisörner on the Supervisory Board, the development of Uzin Utz North America Inc, the 100-day program of the newly established Management Board since the beginning of the year, the future orientation of the finance function in the Group and the determination of gender quotas for the Supervisory Board and Management Board. Finally, the rules of procedure for the Supervisory Board and the Management Board, which had been adapted to reflect the conversion from an AG to an SE, were also adopted.

At the meeting on May 16, 2023, the Supervisory Board took stock of the previous Annual General Meeting. The current business situation was also discussed. In addition, the short-term outlook for business development up to the first half of 2023, the factors influencing the EBIT development of Uzin Utz SE, the 100-day program of the Management Board, the project to switch to SAP S4 "Hana" and the Supply Chain Sustainability Obligations Act (Lieferkettensorgfaltspflichtengesetz) were discussed. Ms. Michaela Aurenz Maldonado took part in a Supervisory Board meeting for the first time as Mr. Dreisörner's successor. In this context, all positions within the Supervisory Board were also redefined; Mr. Wiegmann is the new Deputy Chairman of the Board and supports the Personnel Committee as a new member.

At the meeting on September 4, 2023, the Supervisory Board again dealt in detail with the business situation, including the outlook until the end of the year, as well as the market and competitive situation. Other topics included the status of the construction of the second plant in the USA, the progress of succession planning for key positions in the Group, the completion of measures from the Executive Board's 100-day program, the results of the Manager Meeting 2023 and a flood at the plant in Slovenia.

At the meeting on December 13, 2023, the business situation was discussed. In addition, the planning for the Group as a whole and some subsidiaries as well as the planning assumptions for the 2024 financial year were reported on. The Supervisory Board unanimously approved the proposed planning for the 2024 financial year. At the meeting, the Management Board presented a comprehensive, medium-term 5-year plan for the Uzin Utz Group. The liquidity development and financing of the Group were discussed. Other topics included the report of the Audit Committee on the preparation of the annual audit, a concept to support reconstruction efforts in Ukraine, the revision of the European logistics concept, the Group's innovation pipeline and an update on succession planning for key positions in the Group.

The Supervisory Board passed two circular resolutions, one in writing and one by telephone, concerning the waiver of the assertion of a claim and the conclusion of contracts with the Managing Director of Uzin Utz North America Inc.

In the 2023 financial year, the Supervisory Board took part in comprehensive training in the form of a full-day attendance seminar on current developments in sustainability reporting, in particular the Corporate Sustainability Reporting Directive and the EU Taxonomy Regulation of the EU Commission.

Annual and consolidated financial statements 2023

Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, audited the annual financial statements of Uzin Utz SE and the consolidated financial statements as of December 31, 2023, as well as the management reports for the SE and the Group, including the accounting, and issued an unqualified audit opinion in each case.

The audit also revealed that the Management Board has taken the measures required under Section 91 para. 2 AktG in an appropriate manner and that the monitoring system is suitable in all material respects for identifying developments that could jeopardize the company's continued existence at an early stage with sufficient certainty. During the course of the audit, the auditors and the company also exchanged information on how to improve and further develop the findings of the audit with regard to the requirement of Section 91 (3) AktG for an appropriate and effective internal control system and risk management system in view of the scope of the company's business activities and its risk situation.

Each member of the Supervisory Board received a copy of the Audit report from the auditor, including the audit opinion on the remuneration report. The annual financial statement documents, including the audit reports prepared by the auditor, were sent to all members of the Supervisory Board in good time to ensure a careful and thorough examination by the Supervisory Board. The meeting of the Audit Committee concerning the annual and consolidated financial statements took place on March 22, 2024. This was attended by the members of the Audit Committee, the Management Board member responsible for finance 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, 2023, the management reports for the SE and the Group as well as the audit reports were discussed in detail with the auditor. At this meeting, the auditor reported on the course of its audit and its key findings. The Supervisory Board held the meeting to approve the company's financial statements on March 27, 2024. The Chairman of the Audit Committee reported in detail on the Audit Committee's proposed resolution and its background. All members of the Supervisory Board, the Executive Board and the auditors attended the meeting.

The Supervisory Board examined the annual financial statements and the consolidated financial statements, the management reports for Uzin Utz SE and the Group as well as the Management Board's proposal for the appropriation of net retained profits. The Supervisory Board also examined the separate non-financial statement of the Uzin Utz Group for the 2023 financial year prepared in accordance with Sections 289b, 315b, 315c HBG. Following the final result of its examination, the Supervisory Board raised no objections and concurred with the result of the audit of the annual financial statements and the consolidated financial statements by the auditor. The Supervisory Board approved the annual financial statements of Uzin Utz SE prepared by the Management Board and the consolidated financial statements for the 2023 financial year; the annual financial statements are thus adopted. The Supervisory Board has approved the management reports of the SE and the Group, in particular the statements on further corporate development and the disclosures pursuant to Sections 289 (4), 289a and 315 (2), 315a HGB. The Supervisory Board also approved the corporate governance declaration.

Following its own review, the Supervisory Board concurred with the proposal submitted by the Management Board for the appropriation of the balance sheet profit.

The remuneration report pursuant to Section 162 para. 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 a formal audit by Rödl & Partner in accordance with Section 162 (3) AktG. The audit revealed that the remuneration report contains the information required by Section 162 (1) and (2) AktG in all material respects.

Declaration of conformity

At its meeting on March 27, 2024, the Supervisory Board dealt with the further development of corporate Governance on the basis of the German Corporate Governance Code. The declaration of conformity 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.

We would like to express our sincere appreciation and deep gratitude to all employees for their outstanding commitment and personal dedication during the past reporting year. Given the challenges of a demanding market environment, the success achieved was only possible through a joint effort. We look forward with confidence to the coming financial year, in which we look forward to continuing our close and trusting cooperation.

Ulm, March 27, 2024

Dr. H. Werner Utz

Chairman of the Supervisory Board