EQS-AGM: Uzin Utz SE: Announcement of the Convening of the General Meeting in Ulm on May 13, 2026 according to article 121 AktG (German Stock Companies Act) with the objective of Europe-wide distribution
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EQS-News: Uzin Utz SE
/ Announcement of the Convening of the General Meeting
The aforementioned documents have been available on the internet since 31 March 2026 at www.uzin-utz.com (Investors - General Meeting - General Meeting 2026). The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board for the year ended 31 December 2025 on 26 March 2026; the annual financial statements are thus adopted. In accordance with the statutory provisions, no resolution of the Annual General Meeting is therefore required for agenda item 1.
The Management Board and the Supervisory Board propose that the distributable profit of the fiscal year 2025 in the amount of EUR 63,304,249.06 be allocated as follows:
The company does not currently hold any treasury shares. Pursuant to § 71b of the German Stock Corporation Act (AktG)[1], treasury shares would not be entitled to dividend. Between the convening of the Annual General Meeting and the resolution on the appropriation of profits, the company may still acquire treasury shares. In this case, correspondingly less profit would be distributed overall and more profit would be carried forward, the dividend attributable to each individual share entitled to dividend would in any case amount to EUR 1.90 in accordance with letter a). Pursuant to § 58 para. 4 sentence 2 AktG, the claim to payment of the dividend is due on the third business day following the resolution of the Annual General Meeting, i.e. on 19 May 2026.
The Management Board and the Supervisory Board propose that the actions of the members of the Management Board holding office in the fiscal year ended 31 December 2025 be ratified for the fiscal year 2025.
The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in the fiscal year ended 31 December 2025 be ratified for the fiscal year 2025.
As of today, the Supervisory Board consists of the following members:
By resolutions of the Annual General Meetings held on 16 May 2023 and 22 May 2024, all members of the Supervisory Board were elected until the end of the Annual General Meeting that resolves on the ratification of the actions for the 2027 financial year. By virtue of the declaration of resignation by Mr. Paul-Hermann Bauder dated 22 September 2025, which was received by the Chairman of the Supervisory Board on 22 September 2025, the term of office of Mr. Paul-Hermann Bauder will, in deviation therefrom, end upon conclusion of the Annual General Meeting that resolves on the ratification of the actions of the Supervisory Board for the 2025 financial year. In accordance with § 17 para. 1 sentence 2 SEAG in conjunction with § 9 para. 1 of the Articles of Association, the Supervisory Board of Uzin Utz SE consists of six members, all of whom are to be elected by the Annual General Meeting. Pursuant to § 9 para. 3 of the Articles of Association, the members of the Supervisory Board are appointed until the end of the Annual General Meeting that resolves on the ratification of the actions for the fourth financial year following the commencement of their term of office, unless the Annual General Meeting resolves on a shorter term for individual members to be elected by it or for the entire Supervisory Board; in this context, the financial year in which the term of office begins is not included. Irrespective thereof, the appointment may be made for a maximum of six years. Re-election is permitted. The terms of office of a substitute member and of those members of the Supervisory Board who are elected in place of a member who leaves office prematurely in the absence of a substitute member shall run for the remainder of the term of office of the departing member. The Supervisory Board proposes that Dr. Sebastian Dresse be elected for the remaining term of office of the prematurely retiring member, Mr. Paul-Hermann Bauder, i.e. for the period until the end of the Annual General Meeting that resolves on the ratification of the actions of the Supervisory Board for the 2027 financial year. The Annual General Meeting is not bound by election proposals when electing the members of the Supervisory Board. With regard to the person proposed for appointment as a member of the Supervisory Board, the following information is provided. The curriculum vitae of Dr. Sebastian Dresse, including an overview of his material activities in addition to the Supervisory Board mandate, can be found on the company's website under Investors - General Meeting - General Meeting 2026. Dr. Sebastian Dresse is currently not a member of any statutory Supervisory Board or comparable domestic or foreign Supervisory Body. Furthermore, he does not have any personal or business relationship with the company, its governing bodies, any shareholder with a significant interest in the company or a controlling shareholder or any company affiliated with such shareholder that would constitute a material and not merely temporary conflict of interest. In addition, Dr. Sebastian Dresse does not hold any corporate office or advisory position with any significant competitors of Uzin Utz SE. The election of the above candidate to the Supervisory Board is intended to be carried out by way of an individual vote. Mr. Paul-Hermann Bauder has until now been the Chairman of the Audit Committee. As a result of his departure, the Supervisory Board will elect a new Chairman of the Audit Committee in accordance with § 9 paras. 1 to 3 of the Rules of Procedure of the Supervisory Board at its next meeting.
§ 4 para. 4 of the company's Articles of Association contains Authorised Capital II, under which the Management Board is authorised, with the approval of the Supervisory Board, to increase the share capital by up to EUR 4,000,000.00. This Authorised Capital II will expire on 25 May 2026 and is to be replaced by new Authorised Capital II; the Articles of Association must be amended accordingly. The Management Board and the Supervisory Board propose that the following resolutions be adopted:
The Management Board is furthermore authorised, with the approval of the Supervisory Board, to exclude the statutory subscription right of the shareholders in particular in the following cases:
The Management Board is further authorised, with the approval of the Supervisory Board, to determine a profit entitlement of the new shares which deviates from the statutory provisions 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 provide for the granting of the subscription right by way of an indirect subscription right in accordance with § 186 para. 5 AktG.
“4. The Management Board is authorised, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions by up to a total of EUR 4,000,000.00 until 12 May 2031 by issuing new voting no-par value bearer ordinary shares with a notional interest in the share capital of EUR 3.00 per share (Authorised Capital II). The capital increases may be carried out against cash and/or non-cash contributions. The Management Board is furthermore authorised, with the approval of the Supervisory Board, to exclude the statutory subscription right of the shareholders in particular in the following cases:
The Management Board is further authorised, with the approval of the Supervisory Board, to determine a profit entitlement of the new shares which deviates from the statutory provisions 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 provide for the granting of the subscription right by way of an indirect subscription right in accordance with § 186 para. 5 AktG.” The Supervisory Board is authorised to amend the wording of § 4 of the Articles of Association in accordance with the utilisation, in whole or in part, of the Authorised Capital II or after expiry of the authorisation period without any capital increase having been implemented. Report of the Management Board on agenda item 6 pursuant to § 203 para. 2 AktG in conjunction with § 186 para. 4 AktG: The Management Board must, in accordance with § 203 para. 2 AktG in conjunction with § 186 para. 4 AktG, make available a written report on the proposed authorisation under item 6 of the agenda to exclude subscription rights when issuing new shares as a result of the capital increase from Authorised Capital II. The report can be accessed on the internet at www.uzin-utz.com (Investors - General Meeting - General Meeting 2026) from the time the Annual General Meeting is convened and also during the Annual General Meeting.
Pursuant to § 162 AktG, the Management Board and the Supervisory Board of listed companies must prepare an annual remuneration report. In accordance with § 120a para. 4 sentence 1 AktG, the Annual General Meeting resolves on the approval of this remuneration report for the previous financial year, which is prepared and audited in accordance with § 162 AktG. The remuneration report summarises the key elements of the remuneration system adopted by the Annual General Meeting on 13 May 2025 and explains in detail the structure and amount of the remuneration granted and owed to the members of the Management Board and the Supervisory Board in the 2025 financial year. The remuneration report was audited by the company's auditor and issued with an audit opinion. The remuneration report for the 2025 financial year and the report on its audit by the auditor can be found on the company's website at www.uzin-utz.com (Investors - Remuneration - Remuneration reports). The Management Board and the Supervisory Board propose that the remuneration report for the 2025 financial year, prepared and audited in accordance with § 162 AktG, be approved.
b) Based on the recommendation of its Audit Committee, the Supervisory Board proposes that Rödl Audit GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed as the auditor of any Group sustainability report that may be prepared for the 2026 financial year. Directive (EU) 2022/2464 regarding corporate sustainability reporting (Corporate Sustainability Reporting Directive) obliges the member states to introduce corresponding sustainability reporting. As a German implementation law for the Corporate Sustainability Reporting Directive was pending at the time of submission of this invitation to the Federal Gazette, the appointment is subject to the condition that the German legislator regulates by law with effect from the 2026 financial year that the auditor of the sustainability reporting is to be appointed by the Annual General Meeting.
As part of its recommendations on this agenda item 8, the Audit Committee declared that these are free from undue influence by third parties and that no clause restricting the selection within the meaning of Article 16 (6) of the Audit Regulation (EU) 537/2014 was imposed on it.
(1) Anyone who registers with the company in good time is entitled to attend the Annual General Meeting and exercise their voting rights. Shareholders must also provide proof of their authorisation to participate in good time; this requires proof of share ownership, which, in accordance with § 123 para. 4 sentence 2 AktG and § 15 para. 2 of the company's Articles of Association, must relate to the close of business on the 22nd day before the Annual General Meeting, thus to the 21 April 2026, 24:00 hours (CEST), (‘record date’) Registration and proof of shareholding are deemed to be timely if they are received by the company by 6 May 2026, 24:00 hours (CEST), at the latest. A certificate issued in text form (§ 126b German Civil Code (BGB)) in German or English by the domestic or foreign custodian bank is sufficient for authorisation to participate in the Annual General Meeting and to exercise any voting rights. Proof that fulfils the requirements of § 67c (3) AktG is sufficient. Registration and proof of share ownership must be in German or English and must be sent to the following address: Uzin Utz SE c/o Art-of-Conference – Martina Zawadzki P.O. Box 1106 71117 Grafenau Germany E-Mail: hauptversammlung@art-of-conference.de (2) Upon receipt of registration and proof of share ownership, admission tickets for the Annual General Meeting will be sent. We ask that you ensure that the registration and proof of shareholding are sent in good time so as not to jeopardise the timely receipt of admission tickets; we recommend that you contact the depositary bank as soon as possible. Admission tickets will be sent by mail. If the admission ticket is lost in the mail, shareholders may contact us by e-mail at IR@uzin-utz.com, stating their first and last name, their full address and the number of shares. (3) Only those shareholders who have provided proof of share ownership are entitled to attend the Annual General Meeting and exercise their voting rights. Entitlement is based solely on the shareholding on the record date. Changes in shareholdings after the record date are irrelevant for the scope and exercise of the right to attend and vote at the Annual General Meeting. However, there is no kind of lock-up period for the shareholding on the record date. Even in the event of a (complete or partial) sale after the record date, only the shareholding as of the record date is relevant for participation in the Annual General Meeting and voting rights. Conversely, acquisitions of shares after the record date are not taken into account: anyone who is not a shareholder on the record date but acquires shares before the Annual General Meeting is not entitled to attend the Annual General Meeting. The record date has no significance for dividend entitlement.
(1) Shareholders who have duly registered for the Annual General Meeting (see B.I. para. (1) above) may also exercise their rights at the Annual General Meeting by proxy; the shareholder may appoint a person of his choice as proxy, including, e.g. the depositary bank or a shareholders' association. The shareholder is requested to inform the company of the name of the shareholder and the proxy as well as the admission ticket number. If the shareholder authorises more than one person, the company may reject one or more of them. (2) If a credit institution, a shareholders' association or another equivalent person or institution (cf. § 135 AktG) is not authorised, then the granting of the proxy, its proof to the company and, if applicable, its revocation must be made in text form (§ 126b BGB). Any applicable particularities for the authorisation of a bank, a shareholders' association or another equivalent person or institution (cf. § 135 AktG) remain unaffected and make it advisable for the grantor and the recipient of the proxy to agree in good time in this case. (3) A form for granting power of attorney to third parties is provided on the reverse of the admission ticket sent to shareholders. A form for granting power of attorney to third parties is also available for download on the Internet at www.uzin-utz.com (section Investors - General Meeting - Annual General Meeting 2026) or can be requested at Uzin Utz SE Investor Relations Dieselstraße 3 89079 Ulm Germany E-Mail: IR@uzin-utz.com (4) The company requests that declarations regarding the granting of the power of attorney, proof thereof vis-à-vis the company and, if applicable, its revocation also be addressed to the company's contact details (postal address or e-mail) stated above under B.II. para. (3). (5) Proxy may also be issued during the Annual General Meeting. (6) We offer our shareholders who have duly registered to attend the Annual General Meeting (see B.I. para. (1).) the opportunity to be represented at the Annual General Meeting by proxies appointed by the company who are bound by instructions. The proxies appointed by the company exercise the voting right exclusively on the basis of the instructions issued by the shareholder or authorized representative. The granting of and changes to the power of attorney and instructions to the proxies appointed by the company can be made in text form (§ 126b BGB) no later than 8 May 2026, 24:00 hours (CEST) using the contact details (postal address or e-mail) specified above under B.II. para. (3). A corresponding form can also be requested from the company using these contact details (postal address or e-mail), which is also available for download on the Internet at www.uzin-utz.com (Investors - General Meeting - Annual General Meeting 2026 section). If multiple declarations are received, the last declaration received takes precedence. However, it is also still possible to authorize proxies bound by instructions on the day of the Annual General Meeting. For this purpose, every shareholder will be able to use the form at the entrance and exit control to the Annual General Meeting from 9:30 a.m. until shortly before voting begins. (7) The proxies appointed by the company are only authorised to exercise voting rights by proxy if and insofar as they have been given express instructions on individual items on the agenda. Should an individual vote be held on an agenda item without this having been communicated in advance of the Annual General Meeting, an instruction on this agenda item as a whole shall also be deemed to be a corresponding instruction for each item of the individual vote. (8) Finally, it should be noted that the proxies appointed by the company cannot accept instructions on procedural motions either before or during the Annual General Meeting. Likewise, the proxies appointed by the company do not accept orders or instructions to make requests to speak, to object to resolutions of the Annual General Meeting or to ask questions or propose motions.
Upon request, the Management Board shall provide each shareholder with information on the company's affairs at the Annual General Meeting, insofar as this is necessary for a proper evaluation of the item on the agenda. The duty to provide information also extends to the company's legal and business relationships with an affiliated company. The Management Board may refrain from responding to individual requests for information for the reasons stated in § 131 para. 3 AktG (e.g. no disclosure of business secrets).
(1) Every shareholder is entitled to submit countermotions to items on the agenda or election proposals. Such motions will be made available at www.uzin-utz.com (section Investors - General Meeting - Annual General Meeting 2026), including the name of the shareholder, the grounds and any statement by the Management Board and/or Supervisory Board, if the shareholder has sent a countermotion against a proposed resolution on a specific agenda item with reasons exclusively to the company's contact details (postal address or e-mail) specified above under B.II. para. (3) by 28 April 2026, 24:00 hours (CEST) at the latest. (2) The company may refrain from publishing a countermotion and its grounds under the conditions specified in § 126 para. 2 AktG. For example, the grounds for a countermotion do not need to be made accessible if they exceed a total of 5,000 characters. (3) The above provisions for countermotions also apply analogously to a shareholder's countermotion for the election of members of the Supervisory Board or the election of auditors. Election proposals do not have to be substantiated. Apart from the cases of § 126 para. 2 in conjunction with § 127 sentence 1 AktG, election proposals do not need to be made accessible if they do not contain the information required by § 124 para. 3 sentence 4 AktG (name, occupation and place of residence of the person proposed for election; in the case of auditing companies, the company name and registered office must be stated). (4) Shareholders are requested, if necessary, to make an effort to demonstrate their shareholder status at the time of sending a countermotion or election proposal.
(1) Shareholders whose shares together amount to 5% of the share capital or the pro rata amount of EUR 500,000 may request that items be placed on the agenda and published. Each new item must be accompanied by a statement of reasons or a draft resolution. The request must be sent in writing (§ 126 BGB) to the Management Board of the company at: Uzin Utz SE The Management Board Investor Relations Department Dieselstraße 3 89079 Ulm Germany or (in the form of § 126a BGB, i.e. with a qualified electronic signature) by e-mail to: IR@uzin-utz.com (2) The motion requesting an addition to the agenda must be received by the company no later than 12 April 2026, 24:00 hours (CEST).
At the time of convening this Annual General Meeting, a total of 5,044,319 no-par value bearer shares (ordinary shares) of Uzin Utz SE are issued; each share grants one vote. The company does not currently hold any treasury shares.
The following information and documents are available on the company's website at www.uzin-utz.com (section Investors - General Meeting - Annual General Meeting 2026):
If you register for the Annual General Meeting or grant a proxy, we will collect personal data about you and/or your proxy. This is done to enable shareholders to exercise their rights at the Annual General Meeting. Uzin Utz SE processes your data as the controller in compliance with the provisions of the EU General Data Protection Regulation (GDPR) and all other relevant laws. Details on the handling of your personal data and your rights under the GDPR can be found on the company's website at www.uzin-utz.com (section Investors - General Meeting - Annual General Meeting 2026 - Further information and documents for shareholders - Information on data protection for shareholders and shareholder representatives). We are very pleased to welcome you personally to our Annual General Meeting in Ulm and would like to point out that this year's Annual General Meeting will not be held in the Donauhalle, but in the Kornhaus in Ulm.
Ulm, April 2026 Uzin Utz SE
The Management Board Christian Richter Julian Utz Philipp Utz [1] The provisions of the German Stock Corporation Act apply to the Company and its capital in accordance with Art. 5, Art. 9 (1) c) (ii) and Art. 10 of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), unless otherwise provided for in more specific provisions of the SE Regulation and the SE Implementation Act (‘SEAG’).
31.03.2026 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Uzin Utz SE |
| Dieselstraße 3 | |
| 89079 Ulm | |
| Germany | |
| Phone: | +49 (0)731 4097-0 |
| Fax: | +49 (0)731 4097-0 |
| E-mail: | de@uzin-utz.com |
| Internet: | https://de.uzin-utz.com/ |
| ISIN: | DE0007551509 |
| WKN: | 755150 |
| Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate BSX |
| End of News | EQS News Service |
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2300714 31.03.2026 CET/CEST
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