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Annual Report 2012 - Uzin Utz AG

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Promote sustainability<br />

Business report <strong>2012</strong><br />

1


Investor Relations Overview<br />

Key-Data in yearly comparison<br />

<strong>2012</strong><br />

2011<br />

2010<br />

2009<br />

2008<br />

2007<br />

2006<br />

Group<br />

IFRS<br />

Group<br />

IFRS<br />

Group<br />

IFRS<br />

Group<br />

IFRS<br />

Group<br />

IFRS<br />

Group<br />

IFRS<br />

Group<br />

IFRS<br />

Revenue data<br />

Sales revenues<br />

Mio. EUR<br />

207.3<br />

199.2<br />

184.2<br />

172.2<br />

177.4<br />

166.1<br />

152.1<br />

Sales revenues growth<br />

Result from<br />

ordinary activities<br />

% vs.prev.year<br />

Mio. EUR<br />

4.1<br />

13.5<br />

8.1<br />

12.0<br />

7.0<br />

14.4<br />

-2.9<br />

11.0<br />

6.8<br />

10.5<br />

9.2<br />

12.0<br />

9.8<br />

11.3<br />

Net profit<br />

Mio. EUR<br />

9.5<br />

9.0<br />

9.6<br />

7.1<br />

7.8<br />

8.6<br />

8.3<br />

Financial data<br />

Investments<br />

Mio. EUR<br />

16.3<br />

9.6<br />

6.9<br />

3.2<br />

7.7<br />

14.9<br />

7.3<br />

Deprication<br />

Cash flow from<br />

ordinary activities<br />

Mio. EUR<br />

Mio. EUR<br />

6.8<br />

17.7<br />

7.0<br />

12.5<br />

5.6<br />

14.3<br />

5.4<br />

17.0<br />

5.2<br />

11.0<br />

4.9<br />

9.8<br />

4.9<br />

11.3<br />

Balance sheet data<br />

Total assets<br />

Accounts receivable<br />

Inventories<br />

Fixed assets<br />

Liabilities (incl. provisions)<br />

Equity capital (incl. third parties)<br />

Personnel (average)<br />

Mio. EUR<br />

Mio. EUR<br />

Mio. EUR<br />

Mio. EUR<br />

Mio. EUR<br />

Mio. EUR<br />

178.1<br />

21.4<br />

28.4<br />

109.7<br />

74.1<br />

104.1<br />

919<br />

173.6<br />

23.3<br />

27.9<br />

100.0<br />

75.8<br />

97.7<br />

879<br />

167.3<br />

25.7<br />

25.3<br />

95.5<br />

90.1<br />

77.1<br />

841<br />

154.7<br />

22.7<br />

20.1<br />

91.5<br />

87.0<br />

67.6<br />

859<br />

160.8<br />

24.0<br />

21.7<br />

93.8<br />

97.7<br />

63.0<br />

806<br />

154.0<br />

25.1<br />

22.8<br />

88.9<br />

94.3<br />

59.7<br />

720<br />

136.0<br />

24.4<br />

18.9<br />

79.5<br />

81.7<br />

54.3<br />

659<br />

Performance <strong>2012</strong><br />

turnover of all stock exchanges<br />

closing price<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

Shareholder Structure in %<br />

turnover in EUR<br />

closing price in Euro<br />

900<br />

20.0<br />

800<br />

19.8<br />

700<br />

600<br />

19.6<br />

19.4<br />

26 %<br />

Polyshare GmbH<br />

500<br />

19.2<br />

400<br />

19.0<br />

Familie <strong>Utz</strong> 55 %<br />

300<br />

18.8<br />

19 %<br />

Freefloat<br />

200<br />

18.6<br />

100<br />

18.4<br />

01/12<br />

02/12<br />

03/12<br />

04/12<br />

05/12<br />

06/12<br />

07/12<br />

08/12<br />

09/12<br />

10/12<br />

11/12<br />

12/12<br />

2


The Shares<br />

German securities identification number<br />

ISIN number<br />

Market segment<br />

Share capital<br />

Number of shares outstanding<br />

Issuing price October 1997<br />

755150<br />

DE 000 755150 9<br />

Regulierter Markt , General Standard<br />

15,132,957 Euro<br />

5,044,319 no-par-value-shares<br />

23.01 Euro<br />

Own Shares (per 31.12.)<br />

High (continous trading)<br />

Low (continous trading)<br />

Varation range<br />

Opening price on the first trading day<br />

Closing price on the last trading day<br />

Performance<br />

Average price<br />

Market capitalisation based<br />

on end-of-year-closing price<br />

<strong>2012</strong><br />

5,577<br />

20.16 Euro<br />

18.66 Euro<br />

7.71 %<br />

19.35 Euro<br />

19.38 Euro<br />

0.16 %<br />

19.45 Euro<br />

97,758,902 Euro<br />

2011<br />

5,577<br />

26.51 Euro<br />

19.40 Euro<br />

31.83 %<br />

21.47 Euro<br />

19.40 Euro<br />

-9.64 %<br />

22.34 Euro<br />

97,859,789 Euro<br />

Price Earnings Ratio<br />

Year end closing<br />

<strong>2012</strong><br />

IFRS<br />

2011<br />

IFRS<br />

2010<br />

IFRS<br />

2009<br />

IFRS<br />

2008<br />

IFRS<br />

2007<br />

IFRS<br />

2006<br />

IFRS<br />

Year end closing (EUR)<br />

19.38<br />

19.40<br />

20.34<br />

17.60<br />

14.70<br />

26.00<br />

23.40<br />

<strong>Annual</strong> net profit per share (EUR)<br />

1.88<br />

1.78<br />

2.27<br />

1.68<br />

1.84<br />

2.01<br />

1.96<br />

Price earnings ratio<br />

10.3<br />

10.9<br />

9.0<br />

10.5<br />

8.0<br />

12.9<br />

11.9<br />

Proposal to the<br />

<strong>Annual</strong> General Meeting<br />

<strong>2012</strong><br />

2011<br />

2010<br />

2009<br />

2008<br />

2007<br />

2006<br />

Shares<br />

5,044,319<br />

5,044,319<br />

4,268,271<br />

4,268,271<br />

4,268,271<br />

4,268,271<br />

4,268,271<br />

Dividend earned (EUR)<br />

0.80<br />

0.75<br />

1,00 *<br />

0.62<br />

0.62<br />

0.90<br />

0.90<br />

Amount to be distributed (EUR)<br />

4,035,455<br />

3,783,239<br />

4,268,271<br />

2,646,328<br />

2,646,328<br />

3,841,444<br />

3,841,444<br />

Dividend yield based on closing price<br />

4.13%<br />

3.87%<br />

4.92%<br />

3.52%<br />

4.22%<br />

3.46%<br />

3.85%<br />

Dates<br />

Press conference on annual results<br />

<strong>Annual</strong> general meeting<br />

Six-months’ report<br />

16.04.2013<br />

14.05.2013<br />

28.08.2013<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

Investor Relations<br />

Phone +49 (0)731 4097-390<br />

Fax +49 (0)731 4097-169<br />

IR@uzin-utz.com<br />

www.uzin-utz.de<br />

* 0,80 + 0,20 EUR special dividend<br />

3


Brief introduction to the Group<br />

Continuous change in sustainable development – this is how we can best describe what began in 1911 and what<br />

today makes up <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>: In over 100 years a small regional manufacturer of adhesives has developed into<br />

the world‘s only complete supplier of flooring expertise. With the seven brands of UZIN, Wolff, Pallmann, Arturo,<br />

codex, RZ and UFLOOR Systems, <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> offers an extensive range of products, systems and services, encompassing<br />

anything and everything to do with the installation, renovation and maintenance of all types of floor<br />

coverings, wood flooring, ceramic tiles and natural stone floors – all from our own development and production.<br />

The company has its own companies in major markets around the globe and is represented in 39 other countries<br />

besides Germany. The Group‘s clear focus on its core competence of flooring is unique in the world. In this way,<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is successfully positioned on an international level to meet the demands of a globalised economy.<br />

The Ulm-based company – which is both a listed company and a third generation family run business – has kept<br />

its feet firmly on the ground. Growth and sustainability always go hand in hand.<br />

A pioneer and industry leader, for more than 30 years the company has been championing the development of<br />

low-emission and healthy living products as well as environmentally friendly production. Thus 13 of <strong>Uzin</strong>‘s Ökoline<br />

products, 13 of <strong>Uzin</strong>’s switchTec-Adhesiv-Technology and three of Pallmann‘s products have earned “The<br />

Blue Angel” environmental seall.<br />

The issue of responsibility does not end with our products, but includes the social and ecological aspect. Because<br />

at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> we know: the best philosophy is of no use unless it is experienced by employees. Therefore<br />

we essentially place the greatest emphasis on a completely different type of quality assurance. It builds on the<br />

six corporate values of reliability, perspectives, balance, respect, internationality and dynamics. And is summarized<br />

in the human resources strategy, “Everything that is important to you.“<br />

We live and breathe floors! Because each of our Group‘s activities expands our expertise in terms of flooring.<br />

4


Contents<br />

Foreword of the CEO<br />

Portrait of<br />

the Management Board<br />

Trademark-Portfolio<br />

Group<br />

Share & Investor Relations<br />

Global markets<br />

Research & development/<br />

Corporate vision<br />

Major challenges,<br />

magnificent reactions<br />

No winning without a purpose<br />

Gain ground with us!<br />

Value-oriented with responsibility<br />

Crisis-proof and stable<br />

Growth with patience and know-how<br />

Power of innovation with value added<br />

6<br />

8<br />

10<br />

12<br />

14<br />

16<br />

18<br />

Summarised management report<br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and<br />

of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

for the fiscal year <strong>2012</strong><br />

management report including Corporate Governance report<br />

and remuneration <strong>Report</strong><br />

20<br />

Contents<br />

5


6 Foreword of the CEO


Major challenges, magnificent reactions<br />

Sustainability<br />

Our topic – our profile!<br />

The foundations, on which our company<br />

is based, have proven to be absolutely<br />

feasible. We do not just look at our innovative<br />

product contributions to the<br />

healthy housing climate with pride, but<br />

also at the top services of our 919 group<br />

employees and the exceptionally good<br />

working atmosphere. In order for it to<br />

stay this way we consistently promote<br />

your development by high-quality offers<br />

for health and further training as well as<br />

our personnel strategy “everything that<br />

is important for you”. As we know: Motivated<br />

and efficient employees are not<br />

just our most important asset, they are<br />

the pre-requisite for the sustainable success<br />

of the company.<br />

Dear Shareholders, business partners, and employees<br />

»»<br />

It is with pride and satisfaction we look back at the first<br />

year after our 100-year anniversary. When looking back<br />

at the demanding fiscal year <strong>2012</strong> there are a lot of positive<br />

things to report, although not just European companies<br />

had to face major challenges. Despite the continuing<br />

volatile economic and financial markets <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

was able to expand its head start in the industry and consistently<br />

generate good figures. Thus, the revenue in the<br />

Group was 4.1% higher than in the year of the 100th anniversary<br />

in 2011. In addition, it was possible to improve<br />

the operating results of the ordinary business activities of<br />

Euro 12 million to Euro 13.5 million – an increase of 12.6%.<br />

»»<br />

A further reason to be satisfied was offered by the increase<br />

in the innovation share in the <strong>AG</strong> from 58.8% to<br />

62.5%, which outperforms the record level of the previous<br />

year and is thus far higher than the customary average<br />

for the industry.<br />

»»<br />

In addition to the continuous further development of<br />

the quality of our products with the parallel aim of to constantly<br />

improve the emission behaviour, we have in particular<br />

started the new century for our company by further<br />

pressing ahead with our efforts at expansion.<br />

»»<br />

What does this mean concretely? We see the futureoriented<br />

potential for growth in revenue in the international<br />

expansion of our corporate activities. We want to take<br />

advantage of this potential in the long-term by a well-considered<br />

global strategy: with excellent products, groundbreaking<br />

technologies and innovative services.<br />

»»<br />

However, that at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> not just exclusively economic<br />

aims, but also ecological and social responsibility<br />

run like a thread through all company sectors, are impressively<br />

made clear by the examples on the grey boards. The<br />

term sustainability has been an important issue for many<br />

decades already – is however more of significance today<br />

than ever before. As you know this topic has been practised<br />

at <strong>Uzin</strong> <strong>Utz</strong> since the 80s already. Sustainability for<br />

us is at the same time a duty, mission statement and an<br />

attitude. As only this way economic activities, which are<br />

fit for the future, can work.<br />

»»<br />

All of this makes it clear: <strong>2012</strong> was a successful year.<br />

With a further example from another sector I would finally<br />

like to share something which is especially pleasing<br />

with you: We are downright overwhelmed by the many<br />

positive responses to our anniversary project “The future<br />

at your feet“. After being distinguished with the red dot<br />

award <strong>2012</strong> and numerous other honours we were recently<br />

also able to accept the German Design Award 2013 from<br />

the Council for Forming in the Category Architecture and<br />

Interior Design. The top-class specialist jury who determined<br />

the award of this international premium prize honoured<br />

the 3D-Corporate-Design of our exhibition as “a<br />

fascinating laboratory room for touching and interactions“.<br />

»»<br />

However, behind all of these successes are our employees!<br />

You deserve our thanks in the first place. With your<br />

abilities and engagement you make the difference to other<br />

companies in the industry.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> accordingly once again goes target-oriented<br />

into the fiscal year 2013 with visions and courage.<br />

We cordially invite you, dear shareholders, business partners,<br />

and employees to continue to design the ground for<br />

innovation and sustainability together with us – as a path<br />

into a stable and powerful future!<br />

»»<br />

I would like to thank you, also on behalf of the whole<br />

Management Board, for your trust in our company and<br />

your loyalty in accompanying us on our way.<br />

Warm greetings, your<br />

Dr. H. Werner <strong>Utz</strong><br />

Foreword of the CEO<br />

7


No winning, without a purpose<br />

“Environment and society play a supporting<br />

role for us with our entrepreneurial<br />

decisions.“<br />

“Thus there is no strategy for winning<br />

for our company without continuous<br />

and lived sustainability!“<br />

Sustainability<br />

Our topic – our conviction!<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> sees itself confirmed in its<br />

pioneering role and has set itself the aim<br />

to continue to set new standards for sustainability.<br />

This begins with the consistent<br />

pressing ahead with the development<br />

and production of environmentally<br />

and health-friendly products and certainly<br />

does not stop with the social obligation<br />

towards our fellow human beings.<br />

Since 2009 13 products of the ökoline<br />

of UZIN and three Pallmann products<br />

have been awarded the environmental<br />

seal “Blue Angel “ [Der Blaue Engel]. In<br />

the past year <strong>Uzin</strong> <strong>Utz</strong> donated a total of<br />

Euro 127,000 for social and cultural institutions<br />

such as the football department<br />

of the SSV Ulm 1846 or the Friends’ association<br />

for future workers in the floor<br />

laying trade, registered association [Fördervereins<br />

für den Nachwuchs im bodenlegenden<br />

Handwerk e. V.].<br />

»»<br />

Dr. H. Werner <strong>Utz</strong><br />

Chief executive officer<br />

born: 1947<br />

member of the general management since 1978<br />

»»<br />

Departments<br />

− Strategy<br />

− Marketing<br />

− Technical product service<br />

− Development and product technology<br />

»»<br />

The top management of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is pleased and,<br />

out of conviction, willing to also bear this afore-mentioned<br />

responsibility. Innovative thinking and cost-effective<br />

actions in our company are not only limited to the<br />

“business“. Social values and ecological convictions are<br />

inseparably connected with economic aims for <strong>Uzin</strong> <strong>Utz</strong>.<br />

»»<br />

Value added may no longer merely be limited to profit<br />

figures for modern industrial companies today. As the actual<br />

value of our activity is measured by the environmentalcompatibility<br />

of our products, the well-being of our employees<br />

and the quality of life of our social environment.<br />

In this respect <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> can give an all-encompassing<br />

guarantee of quality: We show concern!<br />

»»<br />

»»<br />

Thomas Müllerschön<br />

Member of the executive board<br />

born: 1968<br />

joined the company in 1994<br />

Member of the executive board since 2002<br />

» » Departments<br />

− Sales<br />

− Operations and logistics<br />

− Controlling, finance and accounting<br />

− Group organisation<br />

− Human resources<br />

− Central purchasing<br />

»»<br />

Our statement “We are floors” refers by far not just to<br />

the skilled crafts and trade industry. We also like to prepare<br />

the ground from a social point of view and within the<br />

company for fair and healthy interactions. Only when our<br />

actions mean that everyone wins will we face the central<br />

challenge of our time with courage and virtuosity: the<br />

sustainable protection of resources in all walks of life. Accordingly<br />

floors at <strong>Uzin</strong> <strong>Utz</strong> also always mean the basis!<br />

8 Portrait of the Management Board


Portrait of the Management Board<br />

9


Gain ground with trademark – with us!<br />

UZIN<br />

For more than 60 years the established<br />

traditional brand has stood for the embodiment<br />

of professional processing<br />

know-how involving floor care. The<br />

comprehensive product and system<br />

competencies in the UZIN assortment<br />

range have been extended since 2008<br />

by the innovative switchTecR adhesion<br />

technology, which enables particularly<br />

simple and dirt-free floor renovation.<br />

Besides the company‘s centenary celebrations,<br />

in 2011 the UZIN brand also<br />

accomplished a complete withdrawal<br />

from solvents in Germany.<br />

This is unique in the industry and once<br />

again demonstrates the brand‘s sustainable<br />

focus.<br />

WOLFF<br />

The renowned machinery and tool<br />

brand for removing existing flooring,<br />

floor covering installation and subfloor<br />

preparation has been internationally<br />

established as a specialist in this sector.<br />

Wolff supplies a complete program,<br />

which offers a solution for every problem<br />

in floor-laying or renovation.<br />

Pallmann<br />

From the root to the crown – this is the<br />

motto with which Pallmann sumarises<br />

its product range for the new laying,<br />

renovation and value retention of parquet<br />

flooring. The professional in the<br />

area of surface finishing with a tradition<br />

extending back over more than<br />

100 years offers matching products<br />

for every level of the flooring construction<br />

– from the right substrate<br />

preparation to adhesives and equipment,<br />

and on to cleaning and care of<br />

parquet flooring.<br />

10 Portfolio


Arturo<br />

With the new group brand of Arturo<br />

Unique Flooring, the industrial application<br />

area of the former Qeshfloor<br />

brand has been transferred to the level<br />

of a new synthetic resin flooring concept.<br />

As a specialist for synthetic resin<br />

flooring, Arturo offers a broad selection<br />

of mortar flooring, stone coverings,<br />

coatings and floor sealants.<br />

These comply in a unique way with<br />

both the purely practical requirements<br />

and the design possibilities of synthetic<br />

resin flooring – both in the industrial,<br />

commercial and private application<br />

area.<br />

codex<br />

The different demands and requirements,<br />

especially of tiles and natural<br />

stone coverings, are combined in the<br />

high-performance codex network<br />

brand. The codex laying systems offer<br />

their users tile and joint mortars, as<br />

well as special products for substrate<br />

preparation.<br />

RZ<br />

RZ is presented as refreshingly innovative<br />

and non-polluting, the youngest<br />

brand in the group portfolio. The specialist<br />

for cleaning and care systems<br />

offers a comprehensive range of products<br />

for professional care and preservation<br />

of value for all types of floor<br />

coverings. In this way, a bridge is built<br />

for the first time between the purely<br />

professional user and the demanding<br />

end user.<br />

UFLOOR Systems<br />

The flooring expertise brand of <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> stands for consultation services<br />

providing innovative solutions<br />

for the new laying, value retention<br />

and renovation of floor coverings of<br />

all types. UFloor Systems is the only<br />

brand worldwide which can provide<br />

architects and planners with comprehensive<br />

advice on all questions of<br />

flooring. With a unique range and the<br />

brands of <strong>Uzin</strong>, Wolff, Pallmann, Arturo,<br />

codex and RZ, UFloor Systems offers<br />

tailor-made solutions for all customer<br />

requirements.<br />

Portfolio<br />

11


12 Group


Value-oriented with responsibility<br />

Sustainability<br />

Our topic – our commitment!<br />

Since the spring of 2013 the Management<br />

Board publishes “proof of sustainability”<br />

in the inhouse Intranet at regular<br />

intervals. Based on products or<br />

projects we thus very concretely illustrate<br />

the numerous results of lived sustainability<br />

at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. They are all the<br />

proof that sustainable solutions do not<br />

always have to come from the top, but<br />

from all sectors of the company. However,<br />

they also show that the principle of<br />

sustainable economic operations is more<br />

or less the DNA of our actions. With customized<br />

products we intend to develop<br />

new markets and additional groups of<br />

buyers. And this way create permanent<br />

values – for our shareholders, customers,<br />

employees, and society on the whole.<br />

»»<br />

The fiscal year traditionally begins with the presentation<br />

of the company at the specialist trade fairs BAU and<br />

Domotex. The portfolio of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and its company<br />

trademarks was with the in fact most varied and most innovative<br />

range the pacemaker for competence in floors<br />

on the German market in <strong>2012</strong>.<br />

»»<br />

As pioneers with regard to sustainable product development<br />

we see it as an incentive and our obligation to<br />

continue our tradition with ground-breaking technologies<br />

and environmentally-friendly products. They are for us<br />

the basis for our claim to be leaders in the floor industry.<br />

»»<br />

With the ÖKOLINE innovations UZIN NC 160 NEW<br />

(2013) and UZIN MK 250 (<strong>2012</strong>), the solvent-free Magic<br />

Oil parquet care series of Pallmann and further products<br />

with the environmental seals “The Blaue Engel“ and “Emicode“<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> proved once more that it is a responsible<br />

and committed company in a pioneering role.<br />

»»<br />

We in particular continue to consolidate the latter within<br />

the framework of our partnership with the Sentinel-Haus<br />

Institut in Freiburg (SHI), the leading and demanding research<br />

and consultancy institution relating to the topic of<br />

healthy living [Wohngesundheit] and interior hygiene. A<br />

release according to its strict test criteria certifies tradesmen<br />

and building owners the greatest possible freedom of<br />

emissions and interior air quality. By the end of <strong>2012</strong> 73<br />

products of <strong>Uzin</strong> <strong>Utz</strong> were included in the Sentinel-Haus<br />

concept, others are in preparation.<br />

»»<br />

Ufloor Systems, the consultant trademark of <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> also maintains a close cooperation with the SHI. It was<br />

able to present itself in a superior position in the autumn of<br />

<strong>2012</strong> at the special exhibition “healthy living construction“<br />

of the Nordbau specialist trade fair: With comprehensive<br />

specialist competence and a large wealth of experience<br />

our team of consultants scored points on the whole line.<br />

»» In order to achieve our demanding targets for growth<br />

we initiated comprehensive measures for efficiency. One<br />

example is the optimisation of our production structures:<br />

The machine and tool trademark Wolff from Vaihingen/<br />

Enz has also announced new developments in this respect:<br />

An amalgamation with Hermann Frank GmbH from Oberderdingen<br />

was decided in the past year and the companies<br />

looked for a new joint production location. We intend<br />

to begin the construction work in Ilsfeld in Baden-Württemberg<br />

in the early summer of 2013 and thus create the<br />

pre-requisites for further growth. An investment volume<br />

of Euro 7 million is planned for this.<br />

»»<br />

Clean balance in the focus of the trademark UZIN: Five<br />

products can now submit a complete ecological balance<br />

– in addition to technical product information and emission<br />

behaviour this also comprises for example the potential<br />

greenhouse potential over the whole life cycle of<br />

the product. UZIN thus succeeded in being admitted into<br />

the DGNB-Navigator of the German Sustainable Building<br />

Council, which should give architects and tradesmen more<br />

product and planning security.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> also opens a new chapter as far as service is<br />

concerned: Pur “Pumptruck“ is a special truck, which for<br />

example delivers the ordered quantity of levelling compound<br />

directly to the customer on the building site, pumps<br />

it down in a qualified manner right there on the site and<br />

thus saves the customer time-consuming and expensive<br />

logistics.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> proves that it also always sees its customers<br />

as partners and makes their requirements and wishes<br />

into its own mission, not just by innovative problem<br />

and product solutions, but also by the founding of the<br />

Friends’ association for future workers in the floor laying<br />

trade, registered association.<br />

»»<br />

This way the company management – so to speak the<br />

Spiritus Rector of the project –promotes the loyalty of<br />

the customers as well as an essential networking in the<br />

floor industry.<br />

»»<br />

We are entering new terrain with the 21 per cent participation<br />

in “Arendicom GmbH” from Tutzing/Lake Starnberg.<br />

The company offers a unique and powerful sales concept<br />

in the field of online trade or e-Commerce. From the<br />

spring of 2013 we are intending to digitally form a network<br />

with new target groups with a “customer qualification<br />

platform“and thus open up new sales channels. We<br />

will hereby design a digital sales culture in our industry.<br />

Group<br />

13


Crisis-proof and stable<br />

Sustainability<br />

Our topic – our corporate strategy!<br />

Everyone speaks about sustainability today.<br />

However, for us sustainability is a<br />

part of the corporate strategy in combination<br />

with the social entrepreneurial<br />

responsibility. Therefore, we believe that<br />

competent and conscientious economic<br />

operations, which are fit for the future,<br />

must pursue an integral approach and<br />

ensure the retention of ecological and<br />

social resources.<br />

»»<br />

In view of the so-called “Euro crisis“ and the thus associated,<br />

widespread fears of recession, <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was<br />

also particularly attentive when observing the developments<br />

in the industry and on the stock markets which<br />

relate to us in <strong>2012</strong>. The skilled trades which require authorization<br />

generated revenues in <strong>2012</strong> that were 3.4%<br />

lower than in 2011.<br />

»»<br />

We were all the more pleased in the middle of the year<br />

with the moderate real price of the <strong>Uzin</strong> <strong>Utz</strong> share and reports<br />

such as those of the Federal Statistical Office: According<br />

to these reports the incoming orders in the public<br />

building sector increased by um 5.7% in the first half-year.<br />

The figures in the private residential building sector showed<br />

a similar positive development, from which an increase<br />

in orders was announced of approximately 5%. After<br />

by all means positive incoming orders in October commercial<br />

construction with a plus of 26% did in fact lose<br />

in momentum towards the end of the year, nevertheless<br />

the plus in orders from January to December <strong>2012</strong> was<br />

around 5.2%. The first half-year of 2013 is also well covered<br />

with orders in hand of Euro 11 billion.<br />

»»<br />

According to a survey of the German Chambers of<br />

Commerce 80% of the questioned companies are planning<br />

constant or higher investments from which the building<br />

industry should benefit.<br />

»»<br />

Consequently the German building industry confirmed<br />

its highest capacity utilization and customers confirmed<br />

their high level of satisfaction towards our company<br />

in a survey.<br />

»»<br />

If one summarises all of these benchmark data into<br />

one indicator our signs for the expected revenues in <strong>2012</strong><br />

were substantially better than assumed against the background<br />

of the European economic situation.<br />

»»<br />

The <strong>Uzin</strong> <strong>Utz</strong> share thus proved to be strong in the past<br />

fiscal year despite the uncertainties about the further development<br />

of the European sovereign debt crisis and the<br />

price with a record price of Euro 20.16 and a low of Euro<br />

18.66 for the year as remarkably stable. The end value<br />

for the year of Euro 19.38, which was very pleasing under<br />

these conditions, was almost identical with the price<br />

increase twelve months previously, however showed an<br />

upwards trend at the beginning of the following stock exchange<br />

year 2013 already.<br />

»»<br />

The annual dividend per share is Euro 0.80 or a total<br />

amount of Euro 4.04 million. The dividend yield is thus<br />

4.1%, which is to be seen as extremely positive against<br />

the background of the current historically low interest rates<br />

on the capital market. The number of shares remained<br />

unchanged.<br />

»»<br />

In order to promote the international perception of<br />

the <strong>Uzin</strong> <strong>Utz</strong> share on the trading floor we have assigned<br />

the responsible task of the “Designated Sponsor“ <strong>2012</strong><br />

to Equinet <strong>AG</strong> for the first time. Albeit the solid work of<br />

LBBW, which had taken over this task in the past few years,<br />

was always to our absolute satisfaction, we are hoping<br />

to have new impulses from the international orientation<br />

of Equinet <strong>AG</strong>.<br />

»»<br />

We see the nomination of the German Association for<br />

the Protection of Capital Investors, registered association<br />

(SdK) as “company of the year <strong>2012</strong>“ as a particular<br />

proof of trust. Companies which provided excellent operative<br />

services in the past years and allowed their investors<br />

a fair participation in the success as well as have excellent<br />

Investor Relations are to be distinguished for <strong>2012</strong>.<br />

14 Share & Investor Relations


Share & Investor Relations<br />

15


16 Global markets


Growth with patience and know-how<br />

Sustainability<br />

Our topic – our investment!<br />

Strict ecological building aspects took<br />

first place with the extension of our location<br />

in Ulm in 2010/11 already. The<br />

new research & development building is<br />

undergoing the pilot phase of the DGNB<br />

(German Society for Sustainable Building,<br />

registered association) certificate<br />

for the new building type of the research<br />

and laboratory building. The DGNB has<br />

announced that the results will be published<br />

at the beginning of June 2013. The<br />

Unipro new building in the Netherlands<br />

is also completely in line with the <strong>Uzin</strong><br />

<strong>Utz</strong> corporate philosophy in this respect:<br />

The focus is placed on modern, healthy<br />

working places and a high demand for<br />

sustainability with the CO2-neutral new<br />

building. With the use of natural and recycled<br />

materials as well as regenerative<br />

energies, the storage of process and residual<br />

heat as well as an environmentallyfriendly<br />

lighting and water saving concept<br />

the ambitious building project sets<br />

new benchmarks and is around 30% higher<br />

than the locally required energy efficiency.<br />

»»<br />

On the threshold into a new fiscal year the look back<br />

is also always associated with a look into the future. The<br />

export ratio of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is increasing continuously and<br />

our expansion on the international markets offers essential<br />

possibilities for increasing revenues and profits for the<br />

group in the long-term.<br />

»»<br />

This can be clearly seen for example in the most recent<br />

example of the USA. Here we intend to decisively take advantage<br />

of the excellent perspectives offered to us. However,<br />

we also intend to specifically expand our strong position<br />

in established markets such as that of Switzerland,<br />

where we were able to record substantially growth in revenues<br />

parallel to our efforts at expansion.<br />

»»<br />

That we press ahead with our global growth strategies<br />

not just with a pioneering spirit, but also with patience<br />

and a feeling for the right time, is owed to our responsibility<br />

towards the company, its employees and shareholders.<br />

We intend to increase the value of our company in<br />

the long-term.<br />

»»<br />

On the path to the intended market leadership in Switzerland<br />

<strong>Uzin</strong> Tyro <strong>AG</strong>, a company of the <strong>Uzin</strong> <strong>Utz</strong> Group,<br />

succeeded in taking a significant step in February <strong>2012</strong>:<br />

With the take-over of the “floors“ division of Collano Adhesives<br />

<strong>AG</strong> in Sempach-Station (CH) <strong>Uzin</strong> Tyro <strong>AG</strong> has<br />

supplemented its product portfolio to an optimum extent<br />

and will thus increasingly prove its universal competence<br />

in floors.<br />

»»<br />

The fourth generation of our family enterprise, in the<br />

person of Philipp <strong>Utz</strong>, was able to gain a first impression in<br />

our US distribution company in Aurora, Colorado, in 2011<br />

already and sound out the possibilities of an own production<br />

location. The search for local structures to suit the<br />

purpose was delimited in the past year together with employees<br />

of the development.<br />

»»<br />

The internal planning assumes a production start at<br />

the end of 2014/beginning of 2015. Parallel to this the sales<br />

and distribution organisation will be reinforced in the<br />

USA in order to be able to achieve the target revenue of<br />

more than 10 million US Dollars in 2013.<br />

»»<br />

We have also equipped ourselves for further growth<br />

in the Netherlands: With Unipro BV in Haaksbergen – a<br />

company of the <strong>Uzin</strong> <strong>Utz</strong> Group and known for its successful<br />

Arturo-synthetic resin floors – the foundation for<br />

the new administration and production building was laid<br />

in <strong>2012</strong> (see grey table). The completion of the new building<br />

is planned for the beginning of 2014.<br />

»»<br />

Moreover, after the balance sheet key date <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> was able to increase its shares in various international<br />

subsidiaries or partner companies: With the Unihem<br />

Group with locations in Slovenia, Serbia and Croatia from<br />

50% to 100%, in Norway (Løkken AS) from around 80%<br />

to 100% and in China (<strong>Uzin</strong> <strong>Utz</strong> Construction Materials<br />

Co. Ltd.) from 90% to 100%.<br />

Global markets<br />

17


18 Research & development/Corporate vision


Power of innovation with value added<br />

Sustainability<br />

Our topic – our achievements!<br />

In order to act as multiplier with the topic<br />

of “sustainability“ and to further<br />

transport our concern in various ways<br />

we will be publishing the “Manual of<br />

sustainability“ in April 2013 – a trendsetting<br />

compendium, which should especially<br />

animate tradesmen in our industry<br />

on their part to adopt a sustainable<br />

way of thinking. With similar endeavours<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> supports a project of<br />

the foundation professorship “sustainable<br />

know-how, sustainable education, sustainable<br />

economic activities“ of the University<br />

of Ulm, the aim of which is to<br />

promote Corporate Social Responsibility<br />

(CSR) and to integrate the environmental<br />

management standard ISO 26000 as<br />

voluntary guidelines into existing management<br />

systems.<br />

»»<br />

Power of innovation with value added has a long tradition<br />

with our company.<br />

»»<br />

Our customers expect safe products which are to be<br />

processed in the best possible way, which at the same time<br />

become more and more compatible for the environment.<br />

Both during, as well as after the use low-dust and lowemission<br />

formulations satisfy the strictest requirements<br />

from the room and user health. Our researchers and developers<br />

have consistently kept pace with the times with environmentally-compatible<br />

products for more than 25 years.<br />

»»<br />

In order to continue to take these demands into account<br />

we emphatically press ahead with the work in our<br />

research and development sectors.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was able to secure its position as leader in<br />

the highly competitive environment in the past year, not<br />

least owing to the committed and efficient work of the<br />

employees of the R&D sectors and in addition also lay a<br />

solid foundation for the next few years. On the whole the<br />

R&D employees of all <strong>Uzin</strong> <strong>Utz</strong> companies made approximately<br />

20 new products available with partly excellent<br />

properties for the market launch in the near future. They<br />

prove our high power of innovation.<br />

»»<br />

With a record value of 62.5% the innovation ratio of<br />

<strong>AG</strong> in <strong>2012</strong> (group-wide 55.4%) exceeds both the general<br />

industry average as well as the company-internal top<br />

value of the previous year of 58.4% (group-wide 50.6%).<br />

»»<br />

The following new and further developments can be named<br />

as examples in this respect: the levelling compounds<br />

UZIN NC 160 NEW as well as their “sparring partners“UZIN<br />

NC 150 NEW. Both were launched on the German, French<br />

and Polish markets at the same time in March 2013.<br />

»»<br />

Innovations with high “resistance to the competition“<br />

extended with the tiles and natural stone specialists codex<br />

its successful ecoTec product line: For example the<br />

further developed, self-flowing smooth levelling compound<br />

codex FM 10 NEW or the first low-dust cement<br />

compound codex FM 100.<br />

»»<br />

Whether levelling compounds or adhesive technologies<br />

– such as the patented world innovation UZIN switch-<br />

Tec Remur –, whether liquid or mineral adhesives, fixing<br />

or primer, with the certificates Emicode EC 1 or EC 1 Plus<br />

and/or the “Blaue Engel”, our innovations can show the<br />

best environmental classifications. However, even more:<br />

They also clearly distinguish themselves from customary<br />

rival products by optimised mixing, dust and drying properties,<br />

faster waiting time and full hardening – and secure<br />

the leading places on the market for <strong>Uzin</strong> <strong>Utz</strong> with<br />

their broad range of benefits.<br />

»»<br />

However, not just the innovations themselves, also the<br />

pressing ahead with the innovation management was an<br />

expressly formulated aim in <strong>2012</strong>: In order to manifest<br />

and usefully structure the systematic path from the first<br />

idea to the market launch the standardised R&D innovation<br />

process was further developed in many partial areas<br />

and thus promises a bundled reinforcement of the <strong>Uzin</strong><br />

<strong>Utz</strong> power of innovation.<br />

»»<br />

Accordingly it is also part of the task of the Research<br />

& Development department to establish process innovations.<br />

An interdisciplinary competence team from the<br />

sectors R&D, Operation & Logistics and Technical Customer<br />

Service accordingly dedicated itself to the optimisation<br />

and rationalisation of the adhesive production in<br />

<strong>2012</strong>. According to first feasibility and potential analyses<br />

the new, promising modular production process will be<br />

pressed ahead with in 2013.<br />

»»<br />

In order to ensure our financial power for further future<br />

investments corporate visions of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are primarily<br />

marked by courageous, however realistic aims. In<br />

the long-term an ambitious growth in revenue and yield<br />

should be achieved by continuous and value-oriented endeavours<br />

at expansion – in particular in the focus countries<br />

such as Benelux, Switzerland and France.<br />

»»<br />

In addition, <strong>Uzin</strong> <strong>Utz</strong> will also draw attention to itself<br />

in future with such visionary special projects, which cause<br />

a stir, such as the continuation of “Die Zukunft unter uns”<br />

[The future under us] or the actual Social Media-Project<br />

“Neuland” [new land] (see page 16).<br />

»»<br />

Not least our success is built upon a sustainable foundation:<br />

Our strong and special corporate culture. As how<br />

sustainable we act can above all always be seen in how<br />

motivated our employees are, who will also have a very<br />

decisive influence on the success of our company in the<br />

future. Their excellent willingness to perform and their<br />

abilities are our capital for the future.<br />

Research & development/Corporate vision<br />

19


Summarised Management <strong>Report</strong><br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

for the fiscal year from 1 January <strong>2012</strong> until 31 December <strong>2012</strong><br />

Profit and Loss Account<br />

Balance Sheet<br />

Statement of changes in equity<br />

Consolidated cash flow statement<br />

Segment <strong>Report</strong>ing<br />

Equity Holdings<br />

21<br />

22<br />

23<br />

24<br />

25<br />

26<br />

Development of Business<br />

and basic conditions<br />

Position of the Group<br />

and the <strong>AG</strong><br />

Opportunities<br />

and Risk <strong>Report</strong><br />

Forecast <strong>Report</strong><br />

Other Disclosures<br />

including Addendum <strong>Report</strong><br />

Development of business, business activity, and their basic conditions<br />

Internal control system<br />

Events, decisions and factors with essential<br />

influence on the further development of the company<br />

Special effects of the closed fiscal year<br />

Net assets<br />

Financial position<br />

Results of operations<br />

Essential risks<br />

Description of the risk management<br />

Internal control and risk management system<br />

with regard to the accounting process<br />

Future basic conditions<br />

Future development of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

<strong>Report</strong>ing according to § 289 Par. 4 HGB [German Commercial Code]<br />

or § 315 Par. 4 HGB<br />

Remuneration report according to § 289 Par. 2 No. 5 HGB<br />

or § 315 Par. 2 No. 4 HGB<br />

Declaration relating to the company management according to § 289a HGB<br />

Corporate Governance report<br />

Essential events after the close of the fiscal year<br />

Research and development activity<br />

Existing branches, plants, representations<br />

Special features group management report<br />

27<br />

32<br />

32<br />

32<br />

33<br />

34<br />

36<br />

39<br />

40<br />

40<br />

42<br />

44<br />

46<br />

48<br />

49<br />

49<br />

54<br />

55<br />

66<br />

66<br />

20


<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm (Donau)<br />

Profit and Loss Account <strong>2012</strong><br />

Consolidated Profit and Loss Account <strong>2012</strong><br />

(in KEUR)<br />

Appendix<br />

<strong>2012</strong><br />

2011<br />

Sales revenues<br />

1<br />

207.255<br />

199.166<br />

Changes in inventory of finished goods<br />

and work in process<br />

662<br />

1.015<br />

Total output<br />

207.917<br />

200.181<br />

Other operating income<br />

2<br />

4.362<br />

6.222<br />

Income from investment properties<br />

2<br />

221<br />

216<br />

Costs of material<br />

3<br />

90.703<br />

89.961<br />

Personnel expenses<br />

4<br />

55.888<br />

51.305<br />

Depriciation/amortisation<br />

on tangible and intangible assets<br />

6.754<br />

6.995<br />

Other operating expenses<br />

5<br />

44.041<br />

44.410<br />

Operating income<br />

15.113<br />

13.950<br />

revenues from investments in associates (equity method)<br />

6<br />

21<br />

61<br />

Financial result<br />

7<br />

-1.667<br />

-2.166<br />

Result from ordinary activities<br />

13.467<br />

11.845<br />

Taxes on income<br />

8<br />

3.230<br />

2.379<br />

other taxes<br />

9<br />

804<br />

599<br />

Net income for the year<br />

9.434<br />

8.867<br />

Minority interests in profit<br />

10<br />

24<br />

1<br />

Consolidated net income for the year<br />

9.457<br />

8.868<br />

21


<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm (Donau)<br />

Consolidated Balance Sheet<br />

Assets (in KEUR)<br />

Appendix<br />

<strong>2012</strong><br />

2011<br />

Assets<br />

Intangible assets<br />

11<br />

33,828<br />

32,484<br />

Tangible assets<br />

12<br />

69,780<br />

62,846<br />

at equity subsidary<br />

13<br />

607<br />

636<br />

Non-current financial assets<br />

13<br />

1,959<br />

787<br />

Investment Properties<br />

14<br />

3,521<br />

3,278<br />

Income tax receivables<br />

16<br />

436<br />

541<br />

Deferred tax assets<br />

15<br />

1,368<br />

1,913<br />

Other non-current assets<br />

16<br />

621<br />

26<br />

Non- current assets<br />

112,120<br />

102,511<br />

Inventories<br />

17<br />

28,394<br />

27,926<br />

Trade receivables<br />

16<br />

21,442<br />

23,319<br />

Income tax receivables<br />

16<br />

830<br />

300<br />

Other current assets<br />

16<br />

5,476<br />

4,028<br />

Cash and Cash equivalents<br />

18<br />

9,857<br />

15,499<br />

Current assets<br />

65,999<br />

71,071<br />

Balance sheet total<br />

178,120<br />

173,583<br />

Liabilities (in KEUR)<br />

Appendix<br />

<strong>2012</strong><br />

2011<br />

Subscribed capital<br />

19<br />

15,133<br />

15,133<br />

Capital reserve<br />

19<br />

26,827<br />

26,827<br />

Revenue reserve<br />

19<br />

62,031<br />

55,733<br />

Minority interests<br />

19<br />

153<br />

134<br />

Own shares<br />

19<br />

-89<br />

-89<br />

Total equity<br />

19<br />

104,056<br />

97,738<br />

Provisions for pensions and<br />

other similar obligations<br />

20<br />

1,689<br />

1,697<br />

Due to credit institutions long-term<br />

21<br />

26,919<br />

31,615<br />

Deferred tax liabilities<br />

15<br />

10,163<br />

10,249<br />

Other non-current liabilities<br />

21<br />

409<br />

416<br />

Non-current liabilities<br />

39,180<br />

43,977<br />

Reserves<br />

20<br />

5,935<br />

5,538<br />

Due to credit institutions short-term<br />

21<br />

14,245<br />

13,590<br />

Advances received<br />

21<br />

45<br />

71<br />

Trade payables<br />

22<br />

8,523<br />

7,184<br />

Income tax liabilities<br />

21<br />

655<br />

549<br />

Other short-term liabilities<br />

21<br />

5,481<br />

4,937<br />

Current liabilities<br />

34,883<br />

31,868<br />

Balance sheet total<br />

178,120<br />

173,583<br />

22


<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm<br />

Statement of changes in equity<br />

Statement of<br />

changes in equity<br />

(in KEUR)<br />

Subscribed<br />

capital<br />

Capital<br />

reserve<br />

Retained earnings Reserve on<br />

own shares<br />

Other<br />

transactions<br />

Sum Minority<br />

interests<br />

Group net Translation<br />

income differences<br />

Total Equity<br />

Balance as of January 01, 2011<br />

12,805<br />

13,624<br />

53,218<br />

2,122<br />

-235<br />

-4,229<br />

77,306<br />

-164<br />

77,142<br />

Exchange rate-related differences<br />

0<br />

0<br />

-34<br />

-68<br />

0<br />

0<br />

-102<br />

-6<br />

-109<br />

Other changes<br />

0<br />

0<br />

-50<br />

0<br />

0<br />

0<br />

-50<br />

-50<br />

-101<br />

Market valuations<br />

for cash flow hedges<br />

0<br />

0<br />

0<br />

0<br />

0<br />

59<br />

59<br />

0<br />

59<br />

Net Income directly<br />

recognized in equity<br />

0<br />

0<br />

-85<br />

-68<br />

0<br />

59<br />

-94<br />

-56<br />

-151<br />

Net profit of the year<br />

0<br />

0<br />

8,978<br />

0<br />

0<br />

0<br />

8,978<br />

-1<br />

8,977<br />

Total recognized income and expenses<br />

0<br />

0<br />

8,893<br />

-68<br />

0<br />

59<br />

8,884<br />

-57<br />

8,826<br />

Increase of capital<br />

2,328<br />

13,203<br />

0<br />

0<br />

0<br />

0<br />

15,531<br />

16<br />

15,547<br />

Own shares<br />

0<br />

0<br />

0<br />

0<br />

146<br />

0<br />

146<br />

0<br />

146<br />

Dividends payed<br />

0<br />

0<br />

-4,263<br />

0<br />

0<br />

0<br />

-4,263<br />

0<br />

-4,263<br />

Changes in basis of consolidation<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

340<br />

340<br />

31 December 2011 / 01 January <strong>2012</strong><br />

15,133<br />

26,827<br />

57,849<br />

2,054<br />

-89<br />

-4,170<br />

97,604<br />

134<br />

97,738<br />

Exchange rate-related differences<br />

0<br />

0<br />

-61<br />

654<br />

0<br />

0<br />

594<br />

16<br />

609<br />

Other changes<br />

0<br />

0<br />

0<br />

0<br />

0<br />

82<br />

82<br />

0<br />

82<br />

Market valuations<br />

for cash flow hedges<br />

0<br />

0<br />

-56<br />

0<br />

0<br />

0<br />

-56<br />

-53<br />

-109<br />

Net Income directly<br />

recognized in equity<br />

0<br />

0<br />

-116<br />

654<br />

0<br />

82<br />

620<br />

-37<br />

583<br />

Net profit of the year<br />

0<br />

0<br />

9,457<br />

0<br />

0<br />

0<br />

9,457<br />

-24<br />

9,434<br />

Total recognized income and expenses<br />

0<br />

0<br />

9,341<br />

654<br />

0<br />

82<br />

10,077<br />

-61<br />

10,016<br />

Increase of capital<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

80<br />

80<br />

Own shares<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

Dividends payed<br />

0<br />

0<br />

-3,779<br />

0<br />

0<br />

0<br />

-3,779<br />

0<br />

-3,779<br />

Changes in basis of consolidation<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

0<br />

31 December <strong>2012</strong><br />

15,133<br />

26,827<br />

63,411<br />

2,708<br />

-89<br />

-4,088<br />

103,902<br />

154<br />

104,056<br />

23


<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm<br />

Consolidated cash flow statement<br />

Consolidated cash flow statement<br />

(in KEUR)<br />

<strong>2012</strong><br />

2011<br />

Cash inflow and outflow<br />

in the financial year<br />

<strong>2012</strong><br />

2011<br />

Net profit for the year<br />

+/- Depreciation and amortisation<br />

of fixed assets<br />

+/- Change in provisions<br />

+/- other non-cash expense and income items<br />

9,434<br />

6,533<br />

358<br />

208<br />

8,977<br />

6,778<br />

-1,931<br />

-1,044<br />

Income taxes payed<br />

Interest payed<br />

Interest received<br />

Dividends payed<br />

2,960<br />

1,821<br />

158<br />

3,779<br />

2,222<br />

2,243<br />

188<br />

4,263<br />

-/+ Gain/loss on disposal of non-current assets<br />

+/- Change in current assets<br />

(inventories, receivables)<br />

27<br />

-353<br />

75<br />

1,855<br />

Cash and cash equivalents<br />

<strong>2012</strong><br />

2011<br />

+/- Change in liabilities<br />

Cashflow from operating activities<br />

+ Proceeds from disposal of tangible assets<br />

- Investments in tangible assets<br />

1,541<br />

17,748<br />

193<br />

-12,688<br />

-2,197<br />

12,513<br />

166<br />

-8,932<br />

Cash and cash equivalents<br />

short-term liabilities due to credit institutions<br />

Cash and cash equivalents<br />

9,857<br />

-3,917<br />

5,940<br />

15,499<br />

-3,807<br />

11,692<br />

+ Proceeds from disposal of intangible assets<br />

1<br />

1<br />

- Investments in intangible assets<br />

-493<br />

-282<br />

+ Proceeds from disposal of financial assets<br />

309<br />

225<br />

- Investments in financial assets<br />

- Change from acquisition/<br />

sale of consolidated companies<br />

+ Proceeds from access of cash and cash equivalents<br />

from acquisition of consolidated companies<br />

- Payments from access of short-term liabilities<br />

from acquisition of consolidated companies<br />

-1,483<br />

-1,657<br />

0<br />

0<br />

-397<br />

-941<br />

49<br />

-51<br />

Cashflow from investing activities<br />

-15,817<br />

-10,163<br />

- Proceeds for own shares<br />

0<br />

15,721<br />

- Payments to shareholders and minorities<br />

-3,779<br />

-4,263<br />

+ Proceeds from the issue of bonds<br />

9,439<br />

15,704<br />

- Repayment of bonds<br />

-13,590<br />

-22,601<br />

Cashflow from financing activities<br />

+/- Payment-related change in cash<br />

and cash equivalents<br />

- Exchange-rate-related and other changes in cash<br />

and cash equivalents<br />

+ Cash and cash equivalents at beginning<br />

of the period<br />

-7,929<br />

-5,999<br />

248<br />

11,692<br />

4,561<br />

6,910<br />

-13<br />

4,794<br />

Cash and cash equivalents at the end of the period<br />

5,940<br />

11,692<br />

24


<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm (Donau)<br />

Segment <strong>Report</strong>ing<br />

Segment <strong>Report</strong>ing<br />

(in KEUR)<br />

Germany Western Europe South- / Eastern<br />

Installation surface care<br />

Europe<br />

systems and enhancement<br />

all other segments transition Total Group<br />

<strong>2012</strong><br />

2011<br />

<strong>2012</strong><br />

2011<br />

<strong>2012</strong><br />

2011<br />

<strong>2012</strong><br />

2011<br />

<strong>2012</strong><br />

2011<br />

<strong>2012</strong><br />

2011<br />

<strong>2012</strong><br />

2011<br />

<strong>2012</strong><br />

2011<br />

External sales<br />

91,588<br />

Intercompany sales 30,042<br />

Total sales<br />

121,629<br />

Interest and similar income 227<br />

Interest and<br />

similar expenses<br />

1,094<br />

Profit<br />

4,662<br />

Assets<br />

110,216<br />

Liabilities<br />

39,716<br />

Investments<br />

5,171<br />

Depreciation<br />

2,988<br />

90,298<br />

27,054<br />

117,352<br />

185<br />

1,490<br />

4,215<br />

111,495<br />

42,268<br />

7,010<br />

3,328<br />

15,606<br />

5,422<br />

21,028<br />

2<br />

170<br />

2,656<br />

15,167<br />

6,586<br />

151<br />

463<br />

14,857<br />

5,038<br />

19,895<br />

10<br />

219<br />

797<br />

14,529<br />

7,174<br />

283<br />

466<br />

40,283<br />

10,436<br />

50,719<br />

54<br />

164<br />

5,037<br />

44,950<br />

14,425<br />

8,025<br />

1,618<br />

36,498<br />

11,054<br />

47,551<br />

123<br />

168<br />

5,277<br />

39,025<br />

11,489<br />

1,069<br />

1,465<br />

10,922<br />

772<br />

11,694<br />

43<br />

32<br />

129<br />

9,822<br />

2,232<br />

143<br />

265<br />

12,076<br />

790<br />

12,867<br />

53<br />

22<br />

713<br />

10,738<br />

3,377<br />

105<br />

327<br />

48,857<br />

1,778<br />

50,636<br />

7<br />

518<br />

3,363<br />

36,730<br />

25,892<br />

318<br />

1,420<br />

45,437<br />

1,637<br />

47,074<br />

7<br />

564<br />

2,735<br />

37,329<br />

28,618<br />

748<br />

1,408<br />

207,255<br />

48,450<br />

255,706<br />

333<br />

1,978<br />

15,848<br />

216,885<br />

88,851<br />

13,808<br />

6,754<br />

199,166<br />

45,573<br />

244,738<br />

379<br />

2,464<br />

13,736<br />

213,116<br />

92,925<br />

9,214<br />

6,995<br />

0<br />

-48,450<br />

-48,450<br />

-176<br />

-157<br />

-735<br />

-38,765<br />

-14,787<br />

0<br />

0<br />

0<br />

-45,573<br />

-45,573<br />

-191<br />

-221<br />

213<br />

-39,533<br />

-17,081<br />

0<br />

0<br />

207,255<br />

0<br />

207,255<br />

158<br />

1,821<br />

15,113<br />

178,120<br />

74,064<br />

13,808<br />

6,754<br />

199,166<br />

0<br />

199,166<br />

188<br />

2,243<br />

13,950<br />

173,583<br />

75,845<br />

9,214<br />

6,995<br />

External Sales<br />

according to business area<br />

(in KEUR)<br />

flooring wood flooring ceramic tiles and<br />

natural stone<br />

others<br />

<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />

159,932 155,979 18,264 17,632 23,180 19,926 5,879 5,629 207,255 199,166<br />

Sum<br />

Geographic segmentation<br />

of external sales<br />

(in KEUR)<br />

Germany Rest Sum<br />

<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />

94,283 91,284 112,973 107,882 207,255 199,166<br />

Non-current assets<br />

according to the location of assets<br />

(in KEUR)<br />

Germany Switzerland Rest Sum<br />

<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />

72,832 71,123 19,723 15,608 15,631 12,558 108,186 99,289<br />

25


Equity Holdings<br />

(figures according to local GAAP)<br />

Production and sales site<br />

Sales site<br />

Company<br />

Place<br />

Share of<br />

Capital in %<br />

Equity<br />

in KEUR<br />

Net income<br />

in KEUR<br />

Net income<br />

prev. year<br />

* not consolidated<br />

** Aquisation of 100% in 2013<br />

<strong>Uzin</strong> Dr. <strong>Utz</strong> Ges. mbH<br />

Unipro-Belgie N.V.<br />

<strong>Uzin</strong> Tyro <strong>AG</strong><br />

AT, Wien<br />

BE, Gent<br />

CH, Buochs<br />

100.00<br />

99.98<br />

100.00<br />

-306<br />

1,166<br />

6,376<br />

79<br />

239<br />

902<br />

22<br />

253<br />

1,372<br />

Sifloor <strong>AG</strong><br />

CH, Sursee<br />

100.00<br />

8,320<br />

296<br />

349<br />

DS Derendinger <strong>AG</strong><br />

CH, Thörishaus<br />

100.00<br />

1,288<br />

3<br />

131<br />

<strong>Uzin</strong> <strong>Utz</strong> Construction<br />

Materials Co.Ltd. **<br />

CN, Shanghai<br />

90.00<br />

-464<br />

-358<br />

-308<br />

<strong>Uzin</strong> s.r.o.<br />

CZ, Prag<br />

100.00<br />

982<br />

267<br />

137<br />

artiso solutions gmbh<br />

DE, Blaustein<br />

50.00<br />

302<br />

43<br />

117<br />

Artiso <strong>AG</strong> *<br />

DE, Blaustein<br />

50.00<br />

35<br />

3<br />

3<br />

Genial Produkte GmbH<br />

DE, Meckenheim<br />

100.00<br />

-1,422<br />

56<br />

13<br />

Hermann Frank GmbH &<br />

Co. KG<br />

Hermann Frank Verwaltungs<br />

GmbH *<br />

BIL LEASING Verwaltungs<br />

GmbH & Co 870 KG<br />

Objekteure im Forum<br />

Verwaltungsgesellschaft<br />

mbH *<br />

<strong>Utz</strong> Beteiligungs GmbH<br />

DE,<br />

Oberderdingen<br />

DE,<br />

Oberderdingen<br />

DE, Pullach<br />

DE, Ulm<br />

DE, Ulm<br />

100.00<br />

100.00<br />

94.00<br />

100.00<br />

100.00<br />

545<br />

32<br />

-982<br />

30<br />

-89<br />

-63<br />

2<br />

931<br />

2<br />

-20<br />

-127<br />

1<br />

884<br />

1<br />

-23<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

DE, Ulm<br />

-<br />

63,160<br />

4,760<br />

4,609<br />

JP Coatings GmbH<br />

DE, Würzburg<br />

100.00<br />

6,219<br />

2,127<br />

504<br />

<strong>Uzin</strong> France SAS<br />

FR, Paris<br />

100.00<br />

2,574<br />

131<br />

246<br />

<strong>Uzin</strong> Limited<br />

GB, Rugby<br />

100.00<br />

1,869<br />

600<br />

225<br />

Unikem d.o.o **<br />

HR, Zagreb<br />

50.00<br />

182<br />

-39<br />

-41<br />

<strong>Uzin</strong> <strong>Utz</strong> Magyarország<br />

Kft.<br />

HU, Budapest<br />

90.00<br />

4<br />

-48<br />

-379<br />

Unipro B.V.<br />

NL, Haaksbergen<br />

100.00<br />

5,901<br />

1,193<br />

1,231<br />

Løkken AS **<br />

NO, Skien<br />

80.40<br />

167<br />

-112<br />

-278<br />

Ufloor Systems NZ Ltd.<br />

NZ, Whangaparaoa<br />

90.00<br />

300<br />

44<br />

13<br />

<strong>Uzin</strong> Polska Produkty<br />

Budowlane Sp.zo.o.<br />

PL, Legnica<br />

100.00<br />

3,780<br />

266<br />

523<br />

<strong>Uzin</strong> Polska Sp.zo.o.<br />

PL, Legnica<br />

100.00<br />

2,008<br />

103<br />

146<br />

P.T. <strong>Uzin</strong> <strong>Utz</strong> Indonesia<br />

RI, Jakarta<br />

49.00<br />

1,239<br />

43<br />

124<br />

Unihem Trading d.o.o. **<br />

RS, Belgrad<br />

50.00<br />

-238<br />

-100<br />

10<br />

Unihem d.o.o. **<br />

SLO, Ljubljana<br />

50.00<br />

2,635<br />

-391<br />

-23<br />

<strong>Utz</strong> Inc.<br />

USA, Aurora<br />

100.00<br />

312<br />

0<br />

0<br />

Ufloor Systems Inc.<br />

USA, Aurora<br />

90.00<br />

-492<br />

237<br />

666<br />

Arendicom GmbH *<br />

DE, Tutzing<br />

21.01<br />

114<br />

14<br />

-93<br />

<strong>Uzin</strong> <strong>Utz</strong> Manufacturing<br />

North America Inc. *<br />

USA, Delaware<br />

100.00<br />

91<br />

Compotan Polymer B.V. *<br />

NL, Ede<br />

100.00<br />

294<br />

-3<br />

26


Summarised Management <strong>Report</strong> of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

for the fiscal year from 1 January <strong>2012</strong> until 31 December <strong>2012</strong><br />

Development of businessand basic conditions<br />

* (numbers related to previous year<br />

in brackets)<br />

Development of business, business activity and<br />

their basic conditions<br />

Development of the industry and macro-economy<br />

The global economy continued to be impaired by the bad<br />

economic situation in the crisis-hit countries in Southern<br />

European in <strong>2012</strong>. The growth of the global gross domestic<br />

product (GDP) consequently fell by 0.7 percentage points<br />

compared with the previous year to 3.3%. At the same<br />

time political turbulences in the USA in combination with<br />

the economic slowdown in emerging markets in Asia and<br />

Latin America led to growing uncertainty on the markets<br />

and among investors. With the prices for raw materials<br />

there was pressure to increase prices in the first quarter<br />

still, which however was not implemented. The prices were<br />

stable to falling to a large extent for the rest of the year<br />

and only showed a slight upwards trend in the last quarter.<br />

Due to the high level of uncertainty on the markets it<br />

was however difficult for the companies to find the right<br />

time to make the decision to purchase goods. Despite all<br />

negative factors the German economy was able to show<br />

a positive development in <strong>2012</strong>. This was among others<br />

supported by the strong export into third countries. For<br />

the coming year, despite the difficult economic development,<br />

the federal government is also expecting a slight<br />

growth, which will depend on the progress of the Euro crisis.<br />

»»<br />

According to information of the federal government<br />

the German economy grew by around 0.7% in <strong>2012</strong>. A<br />

moderate increase in growth of around 0.4% is expected<br />

for this year. This is owed to the difficult situation of the<br />

partner countries in Europe and the mixed global economy.<br />

The development of the crisis of trust prevailing in<br />

the Eurozone is decisive for a positive economic development.<br />

Should this be overcome an increase in the economic<br />

growth by 1.6% is expected for 2014. The estimate for<br />

the German labour market is positive, which despite the<br />

fall in the numbers of persons in gainful employment as of<br />

the end of the year and the crisis in the Eurozone should<br />

remain stable. So many people were in work in Germany<br />

as never before in <strong>2012</strong>. On average there were 41.5 million<br />

employees according to the native’s concept. The average<br />

is to increase to 41.6 million employees in the current<br />

year. At the same time the available income of the<br />

households increased. The real income grew by 2.8% in<br />

<strong>2012</strong>. An increase of 2.6% is expected for 2013. The inflation<br />

rate in <strong>2012</strong> was 2.0% and thus 0.3 percentage points<br />

lower than in the previous year. For 2013 the Ifo-Institute<br />

forecasts an inflation rate of 1.6%, despite the monetary<br />

political support of the crisis-hit countries by the European<br />

Central Bank. For Germany the potential for growth<br />

currently lies above all in the exports to countries outside<br />

of the Eurozone. The weak domestic demand is compensated<br />

for by the stronger German exports. A record year<br />

for exports is expected for <strong>2012</strong>. The Federal Association<br />

of the Wholesale Trade, Foreign Trade, and Services<br />

(BGA) is expecting exports with a value of Euro 1,103 billion,<br />

which corresponds with an increase of 4% compared<br />

with the previous year. This is supposed to be increased<br />

by further 5% in 2013.<br />

»»<br />

As in the previous year already the economy of the processing<br />

trade was negatively influenced by the difficult situation<br />

in Europe. Nevertheless, the main building trade<br />

could increase its total revenue from January to December<br />

compared with the same period of the previous year<br />

by a nominal 0.5%. However, the demand fell so sharply<br />

in December <strong>2012</strong> as it had not done for two years and<br />

fell as an average for the year by 6.6%, which is why the<br />

revenue fell by a tenth to Euro 8.5 billion. Nevertheless,<br />

the data concerning the incoming orders allow the hope<br />

of a release of the economic tension. In <strong>2012</strong> it was possible<br />

to record a plus in incoming orders of 6.8%. The numbers<br />

of persons in employment are also positive. In <strong>2012</strong><br />

745,000 people found work in the German building industry,<br />

which corresponds with a plus of 11,000 employees<br />

compared with the previous year. The negative balance<br />

as of the end of the year is above all attributed to<br />

the bad weather conditions which postponed the production<br />

into the current year. The high level of orders on<br />

hand allows 82% of the construction companies to look<br />

positively into 2013. In nominal terms the revenue of the<br />

building industry should grow by around 2% in this year,<br />

after it was able to feature a small plus of 0.5% in <strong>2012</strong>.<br />

»»<br />

The public building sector in Germany is continuing to<br />

suffer under the savings efforts of the government. Thus,<br />

the revenue of the whole year was 5.5% below that of the<br />

previous year. Apart from October the figures of the incoming<br />

orders are also more mixed. The two-digit growth<br />

in October however procures the public building sector<br />

a plus in orders of 7.6% seen over the year. The division<br />

is expected to feature a moderate growth of 1.5% in the<br />

coming year, should the mentioned orders become effective<br />

for production.<br />

»»<br />

In <strong>2012</strong> the residential building sector profited from the<br />

crisis on the capital markets and the uncertainty among<br />

the investors. This lead to a plus in orders of 9.2% and a<br />

27


growth in revenue of 4.7%. The investments in tangible<br />

assets are also expected to boost the division in 2013<br />

and remain the driving force of the main building trade.<br />

The residential building sector is additionally promoted by<br />

the good conditions on the labour market and the rising<br />

incomes of the households. The low mortgage rates ensure<br />

growing interest in the new building of rental apartments.<br />

The growth in revenue of the division is expected<br />

to be 3.5% in 2013 and the number of completed apartments<br />

is expected to be 230,000.<br />

»»<br />

The commercial construction lost in momentum towards<br />

the end of the year. After positive incoming orders<br />

in October the revenue fell by 1.7% in the following<br />

month. Over the whole period of time from January to<br />

December the plus in orders was 5.2%. Considering the<br />

revenue in <strong>2012</strong> the building companies only disclose a<br />

slight plus of a nominal 1.4%. Nevertheless, the first halfyear<br />

of 2013 is well covered with orders on hand of Euro<br />

11 billion. In total revenue a plus of 1% is expected this<br />

year. According to a survey of the German Chambers of<br />

Commerce 80% of the questioned companies are planning<br />

constant or higher investments from which the building<br />

industry is to benefit.<br />

»»<br />

The manufacturers of floor coverings can report a new<br />

record high. Coverings in the amount of Euro 3,643 million<br />

were produced in <strong>2012</strong>. It was thus possible to beat<br />

the record year of 2007.<br />

»»<br />

The figures of the group were determined based on<br />

the IFRS and the figures of the <strong>AG</strong> [Aktiengesellschaft =<br />

joint stock company] based on the HGB [German Commercial<br />

Code] below.<br />

Estimate of the company management<br />

The fiscal year <strong>2012</strong> was once again successful for our<br />

company. The year following our 100-year anniversary<br />

thus gives the starting signal for the first successful steps<br />

into the next 100 years. In Germany and in den Netherlands<br />

we were able to consolidate our position as market<br />

leader and in several other European markets we succeeded<br />

in winning additional market shares. The generated<br />

sales revenues of the group of Euro 207.3 million correspond<br />

with a plus of 4.1%. With Euro 121.6 million <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> was able to improve its revenue by 3.6% compared<br />

with the previous year.<br />

»»<br />

The operative results, which were Euro 14.3 million<br />

and thus 7.2% above the previous year, impressively prove<br />

that the <strong>Uzin</strong> <strong>Utz</strong> Group is operating successfully on a<br />

market, which is suffering under a weak global economy.<br />

The Group will continue to focus on its strengths, consisting<br />

of diversification, high quality, proximity to the customer<br />

and the corporate culture. Due to the concentration<br />

on our strengths we have created the pre-requisites in<br />

order to also be able to look back at a successful year in<br />

<strong>2012</strong>. The operative results of the <strong>AG</strong> amounted to Euro<br />

4.9 million in the closed year (5.3).<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> will further expand its commitment for<br />

the future of the floor-laying trade in this and in the coming<br />

years. With the foundation of a Friends’ association<br />

for future workers in the floor-laying trade we have underlined<br />

our objective with a first concrete measure. In<br />

accordance with our sustainable corporate management<br />

we continuously endeavour to generate the enthusiasm<br />

of more young people for this multi-faceted field of work.<br />

»»<br />

On the product level we continue to work on solutions<br />

for environmentally-friendly, low-emission and healthy living<br />

floor systems. In future we intend to take into account<br />

the growing demand for laying materials on a natural and<br />

renewable basis. In order to support the tradesman with<br />

the selection of the products <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is working on a<br />

sustainability profile, which will provide information about<br />

how sustainable and environmentally-friendly a product is<br />

with regard to the production, processing and application.<br />

»»<br />

Research and development play an important role at <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong>. In the competition “Best Innovator <strong>2012</strong>/2013“we<br />

were awarded the third place for excellent services in innovation<br />

management. Over the course of the competition<br />

A.T. Kearney and the “Wirtschaftswoche“[German<br />

business magazine] awarded prizes to companies, which<br />

effectively and sustainably operate the management of<br />

innovation. Among more than 100 participants <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> was recognised for the high commitment of the Management<br />

Board, the role of the company as a driving force<br />

in innovation for the industry and a marked foresighted<br />

understanding for future requirements.<br />

»»<br />

Finally it remains to be noted that the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

was also able to successfully maintain its position in <strong>2012</strong>.<br />

We were able to successfully overcome the challenges<br />

through the uncertainties on the markets and further consolidate<br />

our position as a market leader. We have a positive<br />

outlook for the new year and will also assert ourselves<br />

in the competition in future with quality, proximity to th<br />

Company-internal factors for success<br />

“Focussing on the strengths“ is the orientation for 2013. We<br />

28


would like to focus on the following six factors for success<br />

−−<br />

Employees,<br />

−−<br />

Quality of our products,<br />

−−<br />

Marketing and sales,<br />

−−<br />

Proximity to the customer,<br />

−−<br />

Presence on international markets,<br />

−−<br />

Value added chain.<br />

»»<br />

These six cornerstones represent the basis of a stable<br />

and crisis-proof business model. “The core of our creations<br />

are the people“– this is the guiding principle, which has a<br />

decisive influence on our understanding for sustainability.<br />

The nature of sustainability includes a holistic opinion of<br />

entrepreneurial actions. As pillars of our long-term corporate<br />

strategy economic stability, social responsibility and<br />

ecological awareness are inseparably linked to each other.<br />

These three dimensions of sustainability are supported in<br />

our company by people, who represent the foundation of<br />

our economic activities – all groups of demands, however<br />

particularly those of the own employees, as they are<br />

the best ambassadors of the company.<br />

»»<br />

We are flexible and able to adapt. In addition, we continuously<br />

work on new and benefit-oriented products, which<br />

generate enthusiasm among our customers. We have an<br />

effective risk management, that contributes to our sustainable<br />

value added and thus to the long-term success<br />

of the business. Moreover, the <strong>Uzin</strong> <strong>Utz</strong> group can rely on<br />

the special commitment of well-established employee and<br />

leadership teams. All of these features and highly-satisfied<br />

customers contribute to the stability and repeatedly<br />

offer new opportunities.<br />

»»<br />

The number of employees in the whole group rose on<br />

average to 919 (879). Thereof 528 (491) worked in the<br />

domestic country and 391 (388) overseas. In addition, 35<br />

(35) young people were able to start an apprenticeship.<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> offered 391 (363) people a job. In addition,<br />

27 (25) apprenticeship places were filled. The efforts at<br />

training are also to be further continued in the next few<br />

years in order to be able to give young people a perspective<br />

for the future. At the same time the inhouse training<br />

always offers the opportunity to develop very good specialist<br />

personnel ourselves and to prepare them for the upcoming<br />

tasks in the own company. The agvChemie awards<br />

the certificate “training company of the chemical industry<br />

– for special training services“ annually. Companies in<br />

Germany are distinguished, which are particularly worthy<br />

for their sustainable and intensive efforts with future workers.<br />

The apprenticeship of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was once again<br />

awarded this certificate for the year <strong>2012</strong>/2013.<br />

»»<br />

Over the course of the project “Employerbrand“ with<br />

the subject “<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> – everything that is important<br />

to you“ the communication of the employer brand was<br />

pressed ahead with in <strong>2012</strong>. The aim of the employer brand<br />

is to continuously improve the image and the quality of<br />

the <strong>Uzin</strong> <strong>Utz</strong> Group as employer in order to thus further<br />

improve the competitiveness of the company. In addition,<br />

the identification with the company and its six values<br />

“reliability, perspective, balance, appreciation, internationality<br />

and dynamism“ are to be promoted. Besides Ulm<br />

the location Vaihingen/Enz with the further and continued<br />

training horizons and a health day was also integrated<br />

into the Employer Branding in the last year. In order<br />

to make the offered courses and training more attractive<br />

the programme was adjusted and expanded according to<br />

the wishes of the employees. The positive response underpins<br />

the success of the programme.<br />

»»<br />

The new career site went online under the same motto<br />

as the project “Employerbrand“ in March <strong>2012</strong>. With an<br />

increase in the numbers of applicants by just under 22%<br />

the new portal was able to impressively celebrate its start.<br />

In the interviews it was moreover seen that the website<br />

enables an intensive occupation with <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and gives<br />

the applicants a more detailed insight into the company<br />

and its values.<br />

»»<br />

Within the framework of the internal further training<br />

programme of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> a total of 49 (52) courses were<br />

offered for all employees. In total 521 (560) registrations<br />

could be recorded for these possibilities for further training.<br />

Even if a slight fall can be seen in the registrations<br />

the seventh further training season shows a high level of<br />

acceptance and substantial interest on the part of the employees<br />

to further develop themselves and to participate<br />

in further training. The new offers mainly came from the<br />

field of competence in methods & development of the<br />

personality. As in the past few years already the internal<br />

courses comprised areas such as e.g. specialist know-how,<br />

IT courses, product and chemical seminars, legal bases, intercultural<br />

competences, company health management,<br />

etc. Over the course of the company health managements<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> organised two health days in cooperation<br />

with the AOK statutory health insurance fund. There were<br />

possibilities to take part in various examinations as well<br />

as attend various lectures and workshops. It can be derived<br />

from the evaluation of the questionnaires that more<br />

than 90% of the respondents considered the health day<br />

29


to be very good or good. The results also showed that the<br />

participants among others perceived the selection of the<br />

offers and variety of the topics as particularly positive.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is a member of the employers’ federation<br />

for chemicals, therefore the collective wage agreement of<br />

the industrial union for mining, chemicals, energy applies<br />

in the company.<br />

»»<br />

The certifications according to DIN ISO 9001 and DIN<br />

ISO 14001 were also passed very successfully both internally<br />

as well as externally in <strong>2012</strong>. The branch in Vaihingen/<br />

Enz was also certified internally and externally in the period<br />

under review. A comprehensive audit programme guarantees<br />

the compliance with the corresponding standards.<br />

»»<br />

A total of 136 (109) proposals for improvement were<br />

submitted by the employees of the <strong>AG</strong> in the period under<br />

review. Of those which were assessed so far 29 were<br />

awarded a bonus and implemented, which – after deduction<br />

of the still open proposals – corresponds with a quality<br />

ratio of around 31.5% (44.4). The company is proud<br />

of this active participation of the employees in the continuous<br />

improvement process.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> produced at the production locations in<br />

Ulm (trademarks UZIN and codex) and Vaihingen/Enz<br />

(Wolff trademark) in <strong>2012</strong>. The total capacity utilization<br />

at the Ulm location was around 96.9% and thus around<br />

1.8% higher than in the previous year (95.2). A total capacity<br />

utilization of 78.0% (74.0) was achieved In Vaihingen/Enz.<br />

On group level the innovation ratio in <strong>2012</strong><br />

amounted to around 55.4% (50.6) and on the level of the<br />

<strong>AG</strong> to around 62.5% (58.8). The innovation ratio expresses<br />

which share of the total revenue relates to products,<br />

which are younger than five years. For the technical further<br />

and new developments of the product systems reference<br />

is made to the statements in the section “Research & development“<br />

of this report.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has made an effort to combine economic<br />

efficiency with ecological and social responsibility for<br />

many years already. The company takes this demand into<br />

account within the framework of the activity of an own<br />

disposal department and passes these standards onto the<br />

affiliated group companies. The disposal volume at the<br />

Ulm location (without taking sales packaging back) was<br />

1,213 tons in <strong>2012</strong>, after 1,146 tons in the previous year.<br />

The disposal costs amounted hereby to KEUR 123 in <strong>2012</strong><br />

after KEUR 121 in 2011.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and Unipro B.V., Haaksbergen, Netherlands,<br />

are companies certified according to the DIN ISO standards.<br />

In the fiscal year <strong>2012</strong> the branch in Vaihingen/Enz<br />

of the Wolff trademark as well as Hermann Frank GmbH<br />

& Co. KG were certified for the third time. Machines for<br />

floor processing are produced at both locations. Comprehensive<br />

internal audit programmes carried out in both<br />

companies. The external audit reports once again confirmed<br />

the certification as well as the successful satisfaction<br />

of the requirements. A clear further development can be<br />

recognised once again compared with the previous year.<br />

»»<br />

Production was carried out in the group at the production<br />

locations in Ulm, Vaihingen/Enz, Oberderdingen, Würzburg,<br />

Meckenheim, Buochs (Switzerland), Sursee (Switzerland),<br />

Haaksbergen (the Netherlands), Legnica (Poland),<br />

Soissons (France), Shanghai (China), Ljubljana (Slovenia)<br />

and Jakarta (Indonesia) in the fiscal year <strong>2012</strong>. The total<br />

capacity utilization of all <strong>Uzin</strong> <strong>Utz</strong> plants was around<br />

84.6% and thus fell by around 2.5 percentage points compared<br />

with the previous year (87.1).<br />

»»<br />

There were no essential changes relating to the production<br />

programme. Continuous quality controls of each<br />

produced batch guarantee maximum quality. The products<br />

are only delivered directly after the release of the responsible<br />

laboratory. A reference sample per batch also represents<br />

the quality and control process in the past.<br />

»»<br />

In the field of raw materials and packaging the prices in<br />

<strong>2012</strong> were below those of the previous year. Whereas the<br />

prices in the first three quarters of the year were stable to<br />

falling slightly there were price increases in the field of raw<br />

materials towards the end of the year. Selective stockpiling<br />

measures were carried out in order to absorb these.<br />

On the whole the supply situation eased compared with<br />

2011. Bottlenecks only occurred rarely still. The risk management<br />

will be further expanded in order to also counteract<br />

the supply risk and the dependencies with price negotiations<br />

in the coming years.<br />

»»<br />

Nothing has changed with regard to the group-wide<br />

principles of the careful scheduling, the long-term contractual<br />

partnerships and the strict and comprehensive<br />

quality controls in the field of procurement in <strong>2012</strong> either.<br />

»»<br />

The financing strategy is explained in the section “financial<br />

position“ of this report.<br />

Internal organisation and decision-making<br />

Both the internal group as well as the <strong>AG</strong> organisation follow<br />

the principle of direct decision-making channels and<br />

as far as possible flat hierarchies. All essential decisions are<br />

prepared in department and unit bodies and forwarded to<br />

30


the respective managing director or Management Board<br />

with a recommendation for a decision. All essential decisions<br />

are discussed by the respective managing director<br />

or Management Board of the holding company with the<br />

Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. All decisions which<br />

are liable to approval are submitted by the Management<br />

Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> to the Supervisory Board of <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> for approval.<br />

Important events and developments in the period<br />

under review<br />

As of 31 December <strong>2012</strong> the <strong>Uzin</strong> <strong>Utz</strong> Group sold the<br />

furniture varnishes sector operated at the Würzburg location.<br />

It is a conclusion of the strategic development of<br />

our company to concentrate more on the core business<br />

“floor“. This means the focus is placed on the development<br />

and the production of products and machines for the floor<br />

design as well as the supplementary services for the target<br />

groups of the floor laying trade, planners, architects<br />

and the end consumers. Würzburg should permanently remain<br />

a location in the south. Production as well as laboratory<br />

will remain with the subsidiary JP Coatings GmbH.<br />

Reference is made to the disclosures in the group notes.<br />

»»<br />

In the sector of the adhesive production (plant 1) at<br />

the Ulm location measures were continued for improving<br />

processes and efficiency. The stirring unit plants for the<br />

adhesive production were brought up to state-of-the-art<br />

technology. Effective mixing technology in combination<br />

with a very energy-efficient drive technology now leads<br />

here to higher productivity with simultaneously reduced<br />

use of energy. An SAP warehouse management was introduced<br />

for this purpose.<br />

»»<br />

In addition, investments were made in a pilot plant<br />

system for an innovative trend-setting production concept<br />

for adhesives (“modular factory”). Since February<br />

of <strong>2012</strong> tests have been conducted on this system in the<br />

pilot plant scale with so far very promising results. There<br />

is an intensive exchange of experiences and know-how<br />

transfer with well-known companies of related industries<br />

within the framework of this project.<br />

»»<br />

An important implementation of the trademark philosophy<br />

the newly incepted UZIN partner programme<br />

“BOD – the floor designers“. The aim is to provide professional<br />

support for specialist companies of the floor laying<br />

trade on their path. BOD stands on four pillars: Personal<br />

qualifications, network & exchange, marketing & communication<br />

and exclusive VIP experiences. Thus BOD offers<br />

a comprehensive marketing support for example for<br />

the successful presentation of the tradesman towards his<br />

end customer – from the individualised information signs<br />

to the own website.<br />

»»<br />

The “network of the real tile layer“ founded by our codex<br />

trademark has grown to 800 members in the meantime.<br />

Our trademark, which has specialised in tile laying,<br />

actively supports the authorized qualified companies of<br />

this industry. These have been suffering from the abolition<br />

of the enforcement to have a master craftsman qualification<br />

since 2004. With exclusive marketing services and<br />

training in the service portfolio the network logo now applies<br />

as a quality seal in the industry. The network event,<br />

which takes place annually, was able to note a new record<br />

number with 430 participants in <strong>2012</strong>. On product<br />

level 21 articles from the codex range satisfy the requirements<br />

of the community of emission-controlled laying<br />

materials (GEV) and are certified according to EC1 Plus<br />

codex thus intensively supports the <strong>Uzin</strong> <strong>Utz</strong> Group with<br />

offering sustainable and environmentally-friendly solutions<br />

for the floor.<br />

»»<br />

Our subsidiary Unipro B.V. in the Netherlands can be<br />

pleased about a new state-of-the-art production plant.<br />

After the start of the construction work in the closed year<br />

products of the <strong>Uzin</strong> and Arturo trademarks will be produced<br />

on the “Stepelerveld“ near Haaksbergen in the “green<br />

factory“ from 2014. The building will be CO2-neutral and<br />

is to use solar energy and rainwater for the self-supply.<br />

In addition Unipro B.V. in the Netherlands took over the<br />

operating activities of Compotan Polymer B.V. in Ede as<br />

of 1 September <strong>2012</strong>. The take-over is part of the growth<br />

strategy of Unipro and ensures an extension of the range.<br />

»»<br />

In the USA the expansion of the market presence of the<br />

UZIN and Pallmann trademarks was pressed ahead with<br />

by winning new trading partners. In addition our American<br />

distribution company Ufloor Systems Inc. exclusively<br />

took over the sales and distribution activities of the<br />

WOLFF trademark in the USA and Canada as of 1 September<br />

<strong>2012</strong>. The sales and distribution of WOLFF products<br />

was carried out by a trading partner in the past. The<br />

trademark has a high degree of awareness on the American<br />

market and has an established, nationwide trading<br />

network. Its integration offers high potential for growth<br />

for Ufloor Systems Inc. – in particular by the use of synergies<br />

between UZIN and WOLFF. Further the <strong>Uzin</strong> <strong>Utz</strong> Manufacturing<br />

North America Inc. was founded in the USA<br />

on 3 August <strong>2012</strong>. The main task of the newly founded<br />

31


subsidiary in 2013/2014 is the planning and realisation of<br />

a production plant in the USA.<br />

»»<br />

Our English subsidiary, the <strong>Uzin</strong> Limited, was able to celebrate<br />

its 20th anniversary in <strong>2012</strong>. With a special “Road-<br />

Show“ throughout the whole of we aroused the enthusiasm<br />

of the customers for our products. With UZIN L3<br />

Gold Moisture Control and UZIN NC 160 Special Edition<br />

two new products were established on the English market.<br />

The response from the customers was very good. Within<br />

the company <strong>Uzin</strong> Ltd. was able to successfully implement<br />

the data exchange between its warehouse system<br />

and SAP. The management of orders and the stock management<br />

are decisively optimised hereby.<br />

»»<br />

Our IT subsidiary, artiso solutions GmbH with registered<br />

seat in Blaustein near Ulm, of which we hold 50%<br />

of the shares, succeeded in increasing its revenue as planned<br />

in the period under review. It was further possible<br />

to continue to improve the qualifications of the employees<br />

and the quality of the customer projects. As proof<br />

for this the company may officially use the designations<br />

GOLD Application Lifecycle Management and GOLD Application<br />

Development as Microsoft Core Partners since<br />

December <strong>2012</strong>.<br />

Internal control system<br />

The group-wide internal control system is based on a<br />

multitude of mechanisms and key figures, which respectively<br />

depict and make measurable sector-specific processes.<br />

Over all sectors the following financial factors and key<br />

figures stand at the peak of all internal control systems:<br />

Key figures<br />

group<br />

Cash flow<br />

from ordinary<br />

activities<br />

Sales revenues<br />

Result from ordinary<br />

activities Loss<br />

see Profit and<br />

Account<br />

Return<br />

on sales<br />

Return<br />

on equity<br />

Equity ratio<br />

Calculation<br />

see Cash Flow<br />

Statement<br />

see Profit and<br />

Loss Account<br />

Result from<br />

ord. act./sales<br />

revenues<br />

Result from<br />

ord. act. /<br />

equity<br />

Equity / Balance<br />

sheet total<br />

<strong>2012</strong><br />

17,748 KEUR<br />

207,255 KEUR<br />

13,467 KEUR<br />

6.5%<br />

13.8%<br />

58.3%<br />

2011<br />

12,513 KEUR<br />

199,166 KEUR<br />

11,955 KEUR<br />

6.0%<br />

15.5%<br />

56.2%<br />

The following values are produced for the <strong>AG</strong> in this raster:<br />

Key figures<br />

<strong>AG</strong><br />

Cash flow<br />

from ordinary<br />

activities<br />

Sales revenues<br />

Result from ordinary<br />

activities Loss<br />

see Profit and<br />

Account<br />

Return<br />

on sales<br />

Return<br />

on equity<br />

Equity ratio<br />

Calculation<br />

see Cash Flow<br />

Statement<br />

see Profit and<br />

Loss Account<br />

Result from<br />

ord. act./sales<br />

revenues<br />

Result from<br />

ord. act. /<br />

equity<br />

Equity / Balance<br />

sheet total<br />

<strong>2012</strong><br />

14,598 KEUR<br />

121,629 KEUR<br />

6,465 KEUR<br />

5.3%<br />

10.4%<br />

62.6%<br />

2011<br />

6,209 KEUR<br />

117,352 KEUR<br />

5,785 KEUR<br />

4.9%<br />

12.5%<br />

60.9%<br />

Events, decisions and factors with essential influence<br />

on the further development of the company<br />

All events, decisions and factors with essential influence on<br />

the further development of the group and the <strong>AG</strong>, which<br />

were already known in <strong>2012</strong>, are included in the respective<br />

sections of this report which belong to the topics. All<br />

facts of this kind which have become known between the<br />

end of <strong>2012</strong> and the time when this report was prepared<br />

are explicitly included in the section “essential events after<br />

the close of the fiscal year“.<br />

Special effects of the closed fiscal year<br />

Profits were transferred to <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> once again in <strong>2012</strong>.<br />

JP Coatings GmbH specifically transferred KEUR 500, <strong>Uzin</strong><br />

Tyro <strong>AG</strong> KEUR 498, the English distribution company <strong>Uzin</strong><br />

Limited KEUR 494, the Polish production company KEUR<br />

200, the Czech company KEUR 198 and Unipro N.V. Belgium<br />

KEUR 150. In total this led to participation income<br />

in the amount of around EUR 2.0 million in the annual financial<br />

statements of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />

32


Position of the Group and the <strong>AG</strong><br />

Net assets Group<br />

Liquid funds<br />

Customer receivables<br />

Current income<br />

tax receivables<br />

Current assets<br />

Inventories<br />

Other current assets<br />

Capital assets<br />

Intangible assets<br />

plant, property and equipment<br />

Financial assets<br />

Real estate held<br />

as financial investment<br />

Non-current income<br />

tax receivables<br />

Deffered taxes<br />

Other non-current assets<br />

Net assets <strong>AG</strong><br />

Intangible assets<br />

Property, plant and equipment<br />

Financial assets<br />

Non-current assets<br />

Inventories<br />

Customer receivables<br />

Receivables from<br />

affiliated companies<br />

Other current assets<br />

Liquid funds<br />

Current assets<br />

Total assets<br />

»»<br />

The net assets, financial position and results of operations<br />

of the group as well as of the <strong>AG</strong> also developed<br />

very satisfactorily in <strong>2012</strong> – despite the difficult economic<br />

circumstances. Rising revenues and a strategic cost<br />

management led to a growth in the results of the ordinary<br />

business activities.<br />

31.12.<strong>2012</strong> 31.12.2011<br />

KEUR<br />

% KEUR<br />

9,857<br />

21,442<br />

830<br />

33,870<br />

28,394<br />

5,476<br />

106,173<br />

33,828<br />

69,780<br />

2,566<br />

3,521<br />

436<br />

1,368<br />

621<br />

178,120<br />

5.5<br />

12.0<br />

0.5<br />

19.0<br />

15.9<br />

3.1<br />

59.6<br />

19.0<br />

39.2<br />

1.4<br />

2.0<br />

0.2<br />

0.8<br />

0.3<br />

100.0<br />

15,499<br />

23,319<br />

300<br />

31,954<br />

27,926<br />

4,028<br />

96,752<br />

32,484<br />

62,846<br />

1,423<br />

3,278<br />

541<br />

1,913<br />

26<br />

173,583<br />

31.12.<strong>2012</strong> 31.12.2011<br />

KEUR<br />

% KEUR<br />

768<br />

26,611<br />

43,152<br />

70,531<br />

13,982<br />

6,175<br />

6,888<br />

3,192<br />

160<br />

30,398<br />

100,929<br />

0.8<br />

26.4<br />

42.8<br />

69.9<br />

13.9<br />

6.1<br />

6.8<br />

3.2<br />

0.2<br />

30.1<br />

100.0<br />

378<br />

24,260<br />

41,388<br />

66,027<br />

14,523<br />

6,163<br />

10,843<br />

3,111<br />

1,509<br />

36,149<br />

102,175<br />

%<br />

8.9<br />

13.4<br />

0.2<br />

18.4<br />

16.1<br />

2.3<br />

55.7<br />

18.7<br />

36.2<br />

0.8<br />

1.9<br />

0.3<br />

1.1<br />

0.0<br />

100.0<br />

%<br />

0.4<br />

23.7<br />

40.5<br />

64.6<br />

14.2<br />

6.0<br />

10.6<br />

3.0<br />

1.5<br />

35.4<br />

100.0<br />

Net assets<br />

Group<br />

The balance sheet total increased by EUR 4.5 million to<br />

EUR 178.1 million (173.6). The share of the group fixed<br />

assets increased to 59.6% (55.7), the residual assets are<br />

thus 40.4% (44.3) of the balance sheet total.<br />

»»<br />

The customer receivables fell from EUR 23.3 million to<br />

EUR 21.4 million owing to the consistent receivables management,<br />

the bonus credits generated by the additional<br />

revenue as well as the booking out of customer receivables.<br />

»»<br />

By the deliberate stockpiling for hedging against rising<br />

prices the inventories increased slightly and rose by EUR<br />

0.5 million from EUR 27.9 million to EUR 28.4 million.<br />

»»<br />

The intangible assets increased from EUR 32.5 million<br />

to EUR 33.8 million. These result to a large extent from<br />

a higher goodwill of <strong>Uzin</strong> Tyro <strong>AG</strong>, which is derived from<br />

differences in exchange rates and the take-over of the<br />

floor division of Collano Adhesives <strong>AG</strong>.<br />

»»<br />

The plant, property and equipment increased by EUR<br />

6.9 million to EUR 69.8 million as a result of further investments<br />

in machines for the production at the Ulm location,<br />

the acquisition of the Swiss location by <strong>Uzin</strong> Tyro<br />

<strong>AG</strong> and the building of the new production and administration<br />

building of Unipro B.V. in the Netherlands. Moreover,<br />

the influence of the exchange rate from the conversion<br />

of the non-Euro balance sheets amounts hereby to<br />

around EUR 0.2 million. A total of EUR 31 million in investments<br />

is planned in the group for the coming year.<br />

These primarily relate to investments for the further expansion<br />

overseas.<br />

»»<br />

The liquid funds fell by 36.4% or EUR 5.6 million, to<br />

EUR 9.9 million. The greatest movements also take place<br />

here at <strong>Uzin</strong> Tyro <strong>AG</strong> and Unipro B.V. due to the investments<br />

in property, plant and equipment.<br />

»»<br />

Apart from the real estate at Sifloor <strong>AG</strong> held as a financial<br />

investment the total assets still represent values<br />

which are necessary for the operations.<br />

»»<br />

Off-balance sheet financing instruments were used and<br />

mainly relate to rental and leasing agreements.<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

The balance sheet total fell by EUR 1.2 million to EUR 100.9<br />

million (102.2). The share of the fixed assets rose to 70%<br />

(65), the residual assets thus amount to 30% (35) of the<br />

balance sheet total. There are no essential assets, which<br />

are not necessary for the operations, as well as business<br />

transactions which do not affect the balance sheet. All<br />

33


Financial position Group<br />

Current liabilities<br />

Financial liabilities<br />

Trade liabilities<br />

Income tax liabilities<br />

Short-term provisions<br />

Other short-term liabilities<br />

Non-current liabilities<br />

Financial liabilities<br />

Deferred tax liabilities<br />

Provisions for pensions<br />

Other non-current liabilities<br />

Equity<br />

(incl. holdings of other shareholders)<br />

34<br />

trademarks are protected under copyright law. Depreciation<br />

principles were not changed.<br />

»»<br />

The intangible assets increased from KEUR 378 to KEUR<br />

768 among others owing to the capitalization of further<br />

CRM licences, investments in the employer brand as well<br />

as software and trademarks.<br />

»»<br />

The property, plant and equipment increased by EUR<br />

2.4 million to EUR 26.6 million as a result of the expansion<br />

of various plants in the field of production and IT. <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> invested a total of EUR 6.4 million (8.1) in <strong>2012</strong>.<br />

Thereof EUR 4.7 million related to the field of the property,<br />

plant and equipment.<br />

»»<br />

A total of EUR 9.7 million in investments is planned in<br />

the <strong>AG</strong> for the coming year. These primarily relate to investments<br />

for the expansion of the production location<br />

in Ulm which was already started in the previous years.<br />

Thereof around EUR 4.3 million relate to the sector of<br />

operations & logistics, around EUR 2 million to the branch<br />

Vaihingen/Enz and approx. EUR 1 million to the SAP<br />

and IT sector.<br />

»»<br />

The financial assets increased to EUR 43.2 million (41.4).<br />

The increase was above all produced from the increase in<br />

the participation book values of the participating interests<br />

in Shanghai by KEUR 406, in Hungary by KEUR 403,<br />

at <strong>Utz</strong> Inc. in the USA by KEUR 98 as well as of Arendicom<br />

in Tutzing in the amount of KEUR 305.<br />

»»<br />

The inventories fell owing to the better supply situation,<br />

as opposed to in parts of the other group, by EUR 0.5<br />

31.12.<strong>2012</strong> 31.12.2011<br />

KEUR<br />

% KEUR<br />

34,883<br />

14,245<br />

8,523<br />

655<br />

5,935<br />

5,526<br />

39,180<br />

26,919<br />

10,163<br />

1,689<br />

409<br />

104,056<br />

178,120<br />

19.6<br />

8.0<br />

4.8<br />

0.4<br />

3.3<br />

3.1<br />

22.0<br />

15.1<br />

5.7<br />

0.9<br />

0.2<br />

58.4<br />

100.0<br />

31,868<br />

13,590<br />

7,184<br />

549<br />

5,538<br />

5,007<br />

43,977<br />

31,615<br />

10,249<br />

1,697<br />

416<br />

97,738<br />

173,583<br />

%<br />

18.4<br />

7.8<br />

4.1<br />

0.3<br />

3.2<br />

2.9<br />

25.3<br />

18.2<br />

5.9<br />

1.0<br />

0.2<br />

56.3<br />

100.0<br />

million from EUR 14.5 million to EUR 14.0 million.<br />

»»<br />

The customer receivables remained almost identical<br />

compared with the previous year, despite an increase in<br />

revenue and amounted to EUR 6.2 million (6.2). This is<br />

also due to the consistent receivables management and<br />

the bonus credits generated by the additional revenue as<br />

of the balance sheet key date.<br />

»»<br />

The liquid funds fell from EUR 1.5 million to EUR 0.2<br />

million. The funds were used to redeem loans in order to<br />

reduce the interest expenses.<br />

»»<br />

The development of the financial funds based on the<br />

cash flow statement is presented below in the section “financial<br />

position“.<br />

Financial position<br />

Group<br />

The equity is EUR 104.1 million (97.7), which corresponds<br />

with a share of the balance sheet total of 58.4% (56.3).<br />

This could thus be further increased and is still substantially<br />

higher than the average for the industry.<br />

»»<br />

The current liabilities increased by a total of EUR 3.0<br />

million to EUR 34.9 million.<br />

»»<br />

The liabilities from tax on income increased as a result<br />

of the higher operating results compared with the previous<br />

year from 0.5 to EUR 0.7 million.<br />

»»<br />

The short-term provisions increased, primarily owing<br />

to higher tax provisions as well as provisions for bonuses<br />

and royalties, by EUR 0.4 million to EUR 5.9 million (5.5).<br />

»»<br />

In total the share of current liabilities in the balance<br />

sheet total increased from 18.4% in the previous year to<br />

19.6% as of 31 December <strong>2012</strong>.<br />

»»<br />

The non-current financial liabilities fell by EUR 4.7 million<br />

to EUR 26.9 million (31.6). The reduction results on the<br />

one hand from the fact that there were less new admissions<br />

compared with the previous year and a part of the<br />

non-current financial liabilities became current financial<br />

liabilities. On the other hand scheduled redemptions took<br />

place of the non-current financial liabilities.<br />

»»<br />

The share of the total non-current liabilities in the balance<br />

sheet total fell from 25.3% in the previous year to<br />

22.0% in <strong>2012</strong>. In absolute terms the total non-current<br />

liabilities fell by around EUR 4.8 million, from EUR 44.0<br />

million to EUR 39.2 million.<br />

»»<br />

It is the principle and equally the aim of the financial<br />

management to guarantee sufficient liquidity at all times,<br />

with a simultaneously high equity ratio which by far exceeds<br />

the average for the industry. It was also possible to


Financial position <strong>AG</strong><br />

Equity<br />

Provisions for pensions<br />

Non-current bank loans<br />

Non-current liabilities<br />

Remaining provisions<br />

Current bank loans<br />

Trade liabilities<br />

liabilities against affiliated companies<br />

Other current liabilities<br />

Current liabilities<br />

Total Capital<br />

satisfy this requirement in <strong>2012</strong>. The liquidity was always<br />

guaranteed, credit lines were never used in full. The total<br />

credit volume in the Group as of 31 December <strong>2012</strong><br />

amounted to EUR 41.2 million, after EUR 45.2 million in<br />

the previous year. Of this amount around EUR 14.2 million<br />

had a residual term of up to one year (13.6), EUR 21.2<br />

million had a residual term between 1-5 years (26.6) and<br />

around EUR 5.8 million had a residual term of more than<br />

5 years (5.0). These loans are almost exclusively concluded<br />

with a fixed interest rate.<br />

»»<br />

In addition, forward exchange contracts and currency<br />

operations are concluded case by case in order to hedge<br />

fixed payments or with significant foreign currency receivables<br />

or liabilities.<br />

»»<br />

The most detailed development of the liquidity is presented<br />

in the consolidated cash flow statements in the<br />

consolidated financial statements.<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

The equity of <strong>AG</strong> is EUR 63.2 million (62.2). This corresponds<br />

with a share of the balance sheet total of around<br />

62.6% (60.9).<br />

»»<br />

The provisions increased in total by EUR 0.3 million to<br />

EUR 3.7 million (3.4). The tax provisions increased hereby<br />

by EUR 0.2 million and the provisions for pensions by EUR<br />

0.1 million compared with the previous year.<br />

»»<br />

The trade liabilities were with EUR 3.5 million, EUR 0.5<br />

million slightly above the value of the previous year (3.0).<br />

The other current liabilities were also with EUR 3.3 million<br />

above the previous year (2.7). The liability and leasing re-<br />

31.12.<strong>2012</strong> 31.12.2011<br />

KEUR<br />

% KEUR<br />

63,160 62.6 62,179<br />

824<br />

0.8<br />

750<br />

17,035 16.9 22,949<br />

17,859<br />

17.7 23,699<br />

2,841<br />

2.8 2,660<br />

7,486<br />

7.4 6,314<br />

3,518<br />

3.5 2,980<br />

2,806<br />

2.8 1,648<br />

3,259<br />

3.2 2,695<br />

19,910 19.7 16,297<br />

100,929 100.0 102,175<br />

%<br />

60.9<br />

0.7<br />

22.5<br />

23.2<br />

2.6<br />

6.2<br />

2.9<br />

1.6<br />

2.6<br />

16.0<br />

100.0<br />

lationships are disclosed in the notes. There are and wear<br />

no off-balance sheet financing instruments beyond this.<br />

»»<br />

It is the principle and equally the aim of the financial<br />

management to guarantee sufficient liquidity at all times,<br />

with a simultaneously high equity ratio which by far exceeds<br />

the average for the industry. It was also possible to<br />

satisfy this requirement in <strong>2012</strong>. The liquidity was always<br />

guaranteed, credit lines were never used in full. The total<br />

credit volume as of 31 December <strong>2012</strong> amounted to EUR<br />

24.5 million, after EUR 29.3 million in the previous year. Of<br />

this amount around EUR 7.5 million had a residual term of<br />

up to one year (6.3), EUR 14.1 million had a residual term<br />

between 1-5 years (18.6) and around EUR 2.9 million had<br />

a residual term of more than 5 years (4.3). In total noncurrent<br />

loans were drawn from three different banks (BW<br />

Bank, Unicredit and IKB). These loans are almost exclusively<br />

concluded with a fixed interest rate. A further need<br />

for capital exists for the investments, through which however<br />

we are not expecting any essential changes to the<br />

interest structure. Included in the total credit volume are<br />

also three subordinate capital tranches in the amount of<br />

EUR 6.3 million (6.8), which stem from the programme<br />

“capital for work“ of the Reconstruction Loan Corporation.<br />

The bank irrevocably subordinates with its receivables<br />

from this loan behind all current and future receivables of<br />

the creditors in the rank before the receivables for refunding<br />

of a possible capital-substituting loan of a shareholder<br />

or equivalent receivables.<br />

»»<br />

An interest rate hedge was already concluded in 2008<br />

for a loan raised with variable interest rates in 2010. A interest<br />

rate of 4.92% was hedged for a nominal value of<br />

EUR 5.0 million until 30 June 2016. Valuated according to<br />

the mark-to-market method as of 31 December <strong>2012</strong> a<br />

negative fair value is produced of KEUR 219 (283). An impending<br />

loss provision was formed for this.<br />

»»<br />

The more detailed development of the liquidity is presented<br />

in the cash flow statement in the financial statements<br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />

35


Results of operations Group<br />

Sales revenues<br />

Changes in inventory<br />

Aggregate results<br />

Material expenses<br />

Gross yield<br />

Other operating income<br />

Personnel costs<br />

Wages and salaries<br />

Social contributions<br />

Depreciation<br />

Other expenses<br />

Other operating expenses<br />

Other taxes<br />

Earnings before interest and tax (EBIT)<br />

Financial results<br />

Earnings before taxes (EBT)<br />

Tax on income<br />

Net income before minority interests<br />

Holdings of other shareholders<br />

Net income<br />

36<br />

Results of operations<br />

Group<br />

<strong>2012</strong> 2011<br />

KEUR<br />

% KEUR<br />

207,255 99.7 199,166<br />

662<br />

0.3 1,015<br />

207,917 100.0 200,181<br />

90,703 43.6 89,961<br />

117,214 56.4 110,221<br />

4,582<br />

2.2 6,439<br />

46,336<br />

9,552<br />

6,754<br />

44,041<br />

804<br />

14,309<br />

-1,646<br />

12,663<br />

3,230<br />

9,434<br />

-24<br />

9,457<br />

22.3<br />

4.6<br />

3.2<br />

21.2<br />

0.4<br />

6.9<br />

-0.8<br />

6.1<br />

1.6<br />

4.5<br />

0.0<br />

4.5<br />

42,794<br />

8,510<br />

6,995<br />

44,410<br />

599<br />

13,350<br />

-1,995<br />

11,356<br />

2,379<br />

8,977<br />

-1<br />

8,978<br />

%<br />

99.5<br />

0.5<br />

100.0<br />

44.9<br />

55.1<br />

3.2<br />

21.4<br />

4.3<br />

3.5<br />

22.2<br />

0.3<br />

6.7<br />

-1.0<br />

5.7<br />

1.2<br />

4.5<br />

0.0<br />

4.5<br />

The sales revenues of the group increased in <strong>2012</strong> by 4.1%<br />

from EUR 199.2 million to EUR 207.3 million. This was above<br />

all due to the positive revenue developments of <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong>, JP Coatings GmbH, Unipro B.V., Tyro <strong>AG</strong>, Ufloor<br />

Systems USA and Løkken AS.<br />

»»<br />

Included in the other operating income is the oneoff<br />

effect from the sale of the business unit varnish products<br />

for the skilled processing trade in the amount of<br />

EUR 1.4 million.<br />

»»<br />

The total group foreign revenue increased to around<br />

EUR 113.0 million (107.9). The overseas share increased by<br />

around 0.6% to 54.5% (54.2). The share of the revenues,<br />

which are not invoiced in Euro, increased to around 26.2%<br />

(24.3). The currencies outside of the Eurozone, which are<br />

relevant for the group, developed as follows:<br />

Average prices<br />

(rates in € per unit national<br />

currency)<br />

England GBP<br />

Switzerland CHF<br />

Norway NOK<br />

USA USD<br />

Poland PLN<br />

Czech Republic CZK<br />

China CNY<br />

New Zealand NZD<br />

Hungary HUF<br />

<strong>2012</strong> 2011<br />

1.2356<br />

0.8308<br />

0.1338<br />

0.7756<br />

0.2397<br />

0.0397<br />

0.1226<br />

0.6299<br />

0.0035<br />

1.1477<br />

0.8138<br />

0.1283<br />

0.7130<br />

0.2424<br />

0.0407<br />

0.1106<br />

0.5697<br />

0.0036<br />

Deviation<br />

absolute<br />

0.0879<br />

0.0170<br />

0.0055<br />

0.0626<br />

-0.0027<br />

-0.0010<br />

0.0120<br />

0.0603<br />

-0.0001<br />

relative<br />

7.66%<br />

2.09%<br />

4.30%<br />

8.78%<br />

-1.11%<br />

-2.45%<br />

10.88%<br />

10.58%<br />

-3.36%<br />

»»<br />

The total influence of the exchange rates on the group<br />

revenue was 0.77% (2.89).<br />

»»<br />

It was possible to increase the sales volumes in the<br />

group by 0.2% in <strong>2012</strong>. There were no shifts in the product<br />

mix in the period under review, which had an influence<br />

on essential changes in the revenue and the operating<br />

results. It was possible to increase the sales prices on<br />

average by around 2.4%.<br />

»»<br />

Owing to the production which is oriented to batch<br />

production and the usually very short space of time between<br />

the order and delivery production is generally carried<br />

out for an anonymous market. The delivery is carried<br />

out from the warehouse stocks, which owing to the current<br />

conditions as a rule amounts to around 1.6 monthly<br />

revenues group-wide. An attempt is always made to adjust<br />

the warehouse stocks to the basic conditions. Statements<br />

concerning the orders on hand are therefore not<br />

of informative value.<br />

»»<br />

The aggregate results increased by 3.9% to EUR 207.9<br />

million (200.2).<br />

»»<br />

The absolute material expenses only increased slightly<br />

by 0.8% from EUR 90.0 million to EUR 90.7 million. It<br />

was possible to reduce the material use ratio in the group<br />

from 44.9% to 43.6%.<br />

»»<br />

The share of the personnel costs in the aggregate results<br />

increased to 26.9% (25.6). In absolute terms the per-


sonnel costs increased as a result of the collective wage<br />

agreement increases and the newly consolidated company<br />

from EUR 51.3 million to EUR 55.9 million.<br />

»»<br />

The depreciation volume fell from EUR 7.0 million to<br />

EUR 6.8 million.<br />

»»<br />

The other operating expenses fell by around EUR 0.4<br />

million from EUR 44.4 million in the previous year to EUR<br />

44.0 million.<br />

»»<br />

Partial deviating results factors were chosen below<br />

compared with the consolidated financial statements in<br />

order to determine the results of operations.<br />

»»<br />

The earnings before interest and tax (EBIT) were with<br />

EUR 14.3 million above the previous year (13.4).<br />

»»<br />

The financial results are owing to the fallen total credit<br />

volume with EUR -1.6 million 17.5% above the value<br />

of the previous year (-2.0).<br />

»»<br />

The earnings before taxes (EBT) are with EUR 12.7 million<br />

around 11.5% above the value of the previous year (11.4).<br />

»»<br />

The net income for the year in the group was with<br />

around EUR 9.5 million, around EUR 0.5 million or 5.3%<br />

above the value of the previous year (9.0).<br />

»»<br />

Details concerning the net incomes for the year and<br />

equities of the individual participating interests can be<br />

seen from the presentation “shareholdings“ in the consolidated<br />

notes.<br />

Added value Group<br />

Company‘s performance<br />

Material expenses<br />

Depreciations<br />

Other expenses<br />

Added value<br />

In favour of:<br />

Employees<br />

Public sector<br />

Companies<br />

Shareholders<br />

Creditors<br />

<strong>2012</strong> 2011<br />

KEUR<br />

212,500<br />

90,703<br />

6,754<br />

44,041<br />

71,001<br />

55,888<br />

4,034<br />

5,222<br />

4,035<br />

1,821<br />

%<br />

100.0<br />

42.7<br />

3.2<br />

20.7<br />

33.4<br />

78.7<br />

5.7<br />

7.4<br />

5.7<br />

2.5<br />

KEUR<br />

206,620<br />

89,961<br />

6,995<br />

44,410<br />

65,254<br />

51,305<br />

2,979<br />

4,945<br />

3,783<br />

2,243<br />

%<br />

100.0<br />

43.5<br />

3.4<br />

21.5<br />

31.6<br />

78.6<br />

4.6<br />

7.6<br />

5.8<br />

3.4<br />

37


Results of operations <strong>AG</strong><br />

Sales revenues<br />

Changes in inventory<br />

Aggregate results<br />

Material expenses<br />

Gross yield<br />

Other operating income<br />

Personnel costs<br />

Wages and salaries<br />

Social contributions<br />

Depreciation<br />

Other expenses<br />

Other operating expenses<br />

Other taxes<br />

Earnings before interest and tax<br />

Financial results<br />

Operating result after interest<br />

Extraordinary result<br />

Tax on income<br />

Net income<br />

38<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

<strong>2012</strong> 2011<br />

KEUR<br />

% KEUR<br />

121,629 100.1 117,352<br />

-154 -0.1<br />

632<br />

121,475 100.0 117,984<br />

64,277 52.9 64,259<br />

57,198<br />

47.1 53,725<br />

2,394<br />

2.0 4,058<br />

22,917<br />

4,098<br />

2,412<br />

24,944<br />

326<br />

4,895<br />

1,244<br />

6,139<br />

0<br />

1,379<br />

4,760<br />

18.9<br />

3.4<br />

2.0<br />

20.5<br />

0.3<br />

4.0<br />

1.0<br />

5.1<br />

0.0<br />

1.1<br />

3.9<br />

21,045<br />

3,651<br />

2,071<br />

25,603<br />

73<br />

5,340<br />

372<br />

5,712<br />

0<br />

1,103<br />

4,609<br />

%<br />

99.5<br />

0.5<br />

100.0<br />

54.5<br />

45.5<br />

3.4<br />

17.8<br />

3.1<br />

1.8<br />

21.7<br />

0.1<br />

4.5<br />

0.3<br />

4.8<br />

0.0<br />

0.9<br />

3.9<br />

The revenue of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in the period under review<br />

was with EUR 121.6 million, 3.6% above the level of the<br />

previous year (117.4). The revenues within Germany were<br />

above the value of the previous year. With around EUR<br />

79.3 million the growth amounted to 2.9% compared with<br />

the previous year (77.1). The foreign revenues also increased<br />

with EUR 42.3 million above the level of the previous<br />

year (40.2). The share of revenues, which are not invoiced<br />

in Euro was in <strong>2012</strong> with EUR 11.2 million (9.3), around<br />

9.2% (7.9). Swiss Francs, British Pounds, US Dollars and<br />

Polish Zloty account for the largest share.<br />

»»<br />

The sales volumes increased by around 1.1%, it was possible<br />

to increase the sales prices by around 2.8%. Owing<br />

to the production which is oriented to batch production<br />

and the usually very short space of time between the order<br />

and delivery production is generally carried out for<br />

an anonymous market. The delivery is carried out from<br />

the warehouse stocks, which owing to the current conditions<br />

as a rule amounts to around 1.4 monthly revenues<br />

at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. An attempt is always made to adjust<br />

the warehouse stocks to the basic conditions. Statements<br />

concerning the orders on hand are therefore not of informative<br />

value.<br />

»»<br />

The aggregate results rose by 3.0% to EUR 121.5 million<br />

(118.0). The material use ratio fell from 54.5% to<br />

52.9%. The absolute material expenses remained with<br />

around EUR 64.3 million almost identical compared with<br />

the previous year (64.3).<br />

»»<br />

The share of the personnel costs in the aggregate results<br />

increased from 20.9% to 22.2%. In absolute terms<br />

the personnel costs increased by around EUR 2.3 million,<br />

from EUR 24.7 million in the previous year to EUR 27.0<br />

million in <strong>2012</strong>.<br />

»»<br />

The depreciation volume was with EUR 2.4 million slightly<br />

above the level of the previous year (2.1) due to the investments<br />

in property, plant and equipment.<br />

»»<br />

The share of the other operating expenses in the aggregate<br />

results only fell slightly with 20.5% (21.7). In absolute<br />

terms the other operating expenses fell by EUR 0.7<br />

million from EUR 25.6 million to EUR 24.9 million. This<br />

primarily results from the optimised cost management.<br />

»»<br />

The earnings before depreciations, interest and tax<br />

(EBITDA) were with EUR 7.3 million only around EUR 0.1<br />

million below the previous year (7.4). The earnings before<br />

interest and tax (EBIT) were around EUR 0.4 million<br />

below the value of the previous year and amount to EUR<br />

4.9 million (5.3).<br />

»»<br />

The net interest income was with EUR -0.8 million above<br />

the level of the previous year (-1.2). The already described<br />

transfers of profits of various holding companies led<br />

at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> within the financial results to a result from<br />

transfers of profits from holding companies in the amount<br />

of around EUR 2.0 million (2.2). The total financial results<br />

increased to EUR 1.2 million (0.4).<br />

»»<br />

Thus, results of the ordinary business activities, which<br />

are EUR 0.7 million above the previous year, are produced<br />

of EUR 6.5 million (5.8).<br />

»»<br />

The net income for the year was with EUR 4.8 million<br />

around EUR 0.2 million above the value of the previous<br />

year (4.6).<br />

»»<br />

The Management Board of the <strong>AG</strong> proposes to the Supervisory<br />

Board and the <strong>Annual</strong> General Meeting the distribution<br />

of a dividend in the amount of EUR 0.80 (0.75)<br />

per share.


Opportunities and Risk <strong>Report</strong><br />

The following statements apply both to <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> as<br />

well as for the whole group.<br />

Essential risks<br />

Environment and industry risks<br />

The macro-economic risks, which are essential for the<br />

group, are above all to be seen in the economic development,<br />

especially the development of the building economy.<br />

The sovereign debt crisis currently represents the<br />

greatest economic risk so that a stronger upswing is prevented.<br />

Especially the public building sector in Germany<br />

has to fear falling revenues due to expiring economic stimulus<br />

packages. Further risks are associated with Europe,<br />

a further principle market. Constant reports of highly financially<br />

stricken EU countries continue to give a reason<br />

for increased vigilance especially in these regions. However,<br />

these uncertainties can also be found on other markets.<br />

By an active dialogue with our customers as well as<br />

intensive internal analyses and research relating to the<br />

market environment, the wishes of the customers and the<br />

competition it is possible to react to new developments<br />

and needs of the industry at an early stage.<br />

Product risks<br />

The future development of the group depends to a very<br />

substantial extent on developing innovative products and<br />

optimising existing recipes. Therefore, all efforts will be<br />

made to press ahead with the development work and to<br />

recognise product needs and trends in time. With high development<br />

expenses, continuous own developments and<br />

internal quality assurance controls an attempt is made<br />

to take this demand into account. Nevertheless, possible<br />

occurring damages are covered by extensive cross-country<br />

insurance cover, which also includes corresponding<br />

product liability insurance. The usual operative risks are<br />

covered by corresponding provisions formed by cautious<br />

commercial estimates.<br />

»»<br />

Not just the requirements of our customers change,<br />

but new laws are constantly put forward especially in the<br />

chemical industry. By the ban or the restricted use of certain<br />

chemicals or hazardous substances it is essential for<br />

the <strong>Uzin</strong> <strong>Utz</strong> Group to develop new recipes according to<br />

these requirements and to hereby retain or even improve<br />

the quality of the products. Since 1 December 2010 a<br />

notification obligation applies within the framework of<br />

REACH (Registration, Evaluation, Authorisation and Restriction<br />

of Chemicals) for importers of raw materials from<br />

the non-EU overseas countries, which import hazardous<br />

substances or substances which are liable for registration.<br />

»»<br />

In order to enable the supply security and greater independence<br />

from suppliers in future we continue to conduct<br />

research for substitution raw materials. The quality<br />

of the products should not be impaired hereby.<br />

Loss risks in the field of production and essential<br />

IT-based processes<br />

In the production sectors of the individual plants the probability<br />

of a non-optimum operation of the production<br />

plants is reduced to a large extent by permanent maintenance,<br />

fire prevention and other contingency measures.<br />

Corresponding insurances were concluded for losses<br />

by natural hazards and possible thus resulting interruptions<br />

to operation.<br />

»»<br />

The business and production processes as well as the<br />

internal or external communication of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

are increasingly based on information technologies. A substantial<br />

interference or even a failure of the global and<br />

regional business systems can lead to a loss of data and<br />

an impairment of the business and production processes.<br />

The probability of a failure of information systems<br />

which are critical for the processes is reduced to a minimum<br />

by corresponding technical, structural and organisational<br />

measures.<br />

Financial management risks<br />

The volume of financial management risks continues to<br />

be difficult to estimate in the current situation. Owing to<br />

the continuing uncertainties on the financial markets the<br />

aim is to carry out useful hedges of the revenues with an<br />

exchange rate risk, by always weighing up the costs and<br />

benefits. The development of the currencies which are relevant<br />

for the group is presented in the section “results of<br />

operations“ of this report. An optimisation of the freely<br />

available funds is ensured by a group-wide, tight receivables<br />

and liquidity management. The focus is placed hereby on<br />

a permanent credit rating of the customers. In addition a<br />

large part of the customer receivables are covered by credit<br />

insurance. All essential liabilities due to credit institutions<br />

are principally financed in the medium- to long-term with<br />

fixed interest rates or hedged against risks due to changes<br />

in interest rates by an interest rate swap. The essential financing<br />

instruments used by the <strong>Uzin</strong> <strong>Utz</strong> Group comprise<br />

bank loans and overdraft facilities, financing leasing relationships<br />

and trade liabilities. The main purpose of these<br />

39


financing instruments is to secure or maintain the business<br />

activity. In addition, the group has various financial<br />

assets, such as e.g. trade receivables as well as cash and<br />

cash equivalents and short-term deposits, which contribute<br />

to improving or reinforcing the liquidity position. In<br />

order to hedge interest and exchange rate risks the <strong>Uzin</strong><br />

<strong>Utz</strong> Group has concluded derivative hedging instruments<br />

to a low extent, which result from the business activity<br />

of the <strong>Uzin</strong> <strong>Utz</strong> Group and its financing sources. Future,<br />

possibly sharp fluctuations in exchange rates and interests<br />

always have a certain residual risk.<br />

Investment risks<br />

Risks, which result from essential investments, are valuated<br />

by standard investment appraisals and must be released<br />

by the Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. External<br />

advisers are used hereby if required. Possible acquisitions<br />

are principally analysed with external support, evaluated<br />

by the Management Board and released by the Supervisory<br />

Board.<br />

Risks which endanger the existence<br />

None of the risks listed above currently represent a danger<br />

to the existence. Other risks which endanger the existence<br />

are currently not recognisable.<br />

Description of the risk management<br />

The group has a system for recording and controlling current<br />

and future business and financial risks. This risk management<br />

was implemented in the group many years ago<br />

already. Essentially nothing has changed in this respect.<br />

Nevertheless, it hereby concerns a living system, which is<br />

subjected to a permanent optimisation process within the<br />

framework of the continuous improvement.<br />

»»<br />

The elements of the risk management system are<br />

−−<br />

the risk control,<br />

−−<br />

the risk controlling and<br />

−−<br />

the risk reporting.<br />

»»<br />

They are all based on a multitude of individual evaluations,<br />

analyses, reports as well as project groups, which<br />

due to the situation analyse individual processes and facts<br />

in detail. The responsibility for tasks lies with the responsible<br />

head of department or sector of each holding company.<br />

He reports directly to the respective managing director<br />

or Management Board of the company, which on<br />

the other hand communicates with the Financial Director<br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, who had the joint responsibility, in all essential<br />

concerns. The “Central Controlling (CO)“ department<br />

of the parent company hereby coordinates the risk<br />

management elements group-wide. Documents distributed<br />

to the Financial Director of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are support by<br />

him if required into the joint Management Board as well as<br />

the Supervisory Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and other groups of<br />

persons. The whole risk management system is oriented<br />

to recognising risks which endanger the existence at an<br />

early stage and if applicable to counteract these as well<br />

as to secure the achievement of the business targets. The<br />

principles, guidelines, processes and responsibilities of the<br />

internal control and risk management system are defined<br />

and established. The risk management system essentially<br />

comprises the risk groups described above. In addition to<br />

measures for coping with individual risks a security-oriented<br />

cautious commercial company management, reasonable<br />

insurance cover and guidelines and instructions<br />

which are valid throughout the company apply as a basis<br />

of the actions for the risk awareness.<br />

»»<br />

The statements in the sections “financial position“ and<br />

“financial management risks“ of this report apply to the<br />

field of financial instruments. In addition, the risks with<br />

operating results and liquidity of the financial assets are<br />

depicted in the form of an early recognition system. The<br />

main elements hereby are a more detailed monthly reporting<br />

system about all essential balance sheet and profit<br />

and loss positions, quarterly risk management report,<br />

regular audit talks on site in the holding companies, an<br />

organisation manual which is valid group-wide as well as<br />

obligatory, direct communication channels of the managing<br />

directors of the holding companies with the Management<br />

Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in all essential matters.<br />

Internal control and risk management system<br />

with regard to the accounting process<br />

An essential point for the avoidance of risks, particularly<br />

in the accounting and financial reporting, is the internal<br />

control system. This comprises the following features:<br />

−−<br />

The management and corporate structures are clearly<br />

defined in the <strong>Uzin</strong> <strong>Utz</strong> Group. Cross-sector key functions<br />

are controlled centrally through <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>,<br />

whereby the individual subsidiaries have at the same<br />

time a high level of independence.<br />

−−<br />

The essential functions in the accounting process –<br />

bookkeeping, financial accounting and accounting as<br />

well as controlling – are clearly separated. Areas of responsibility<br />

are clearly allocated hereby.<br />

40


−−<br />

There are adequate guidelines (e.g. group accounting<br />

guidelines, travelling expenses guidelines, etc.), which<br />

are updated regularly.<br />

−−<br />

The used financial systems are protected by corresponding<br />

authorization concepts and entry restrictions<br />

against unauthorized accesses as far possible.<br />

−−<br />

The used financial systems are essentially based on the<br />

SAP standard. The user programme Excel from the MS<br />

Office package as well as Business Warehouse from<br />

the SAP package are used for the presentation and for<br />

further evaluations.<br />

−−<br />

Received or forwarded bookkeeping data are examined<br />

regularly for completeness and accuracy. Programmed<br />

plausibility checks take place by the used software.<br />

»»<br />

The control system with regard to the accounting process<br />

is designed to the extent that a correct entry of all<br />

business processes or transactions in the bookkeeping is<br />

guaranteed in real time. Changes to the laws, accounting<br />

standards and other publications are continuously analysed<br />

with regard to the relevance and implications on the<br />

consolidated financial statements and the thus resulting<br />

changes adjusted in the group-internal guidelines and systems.<br />

The process of the group accounting is controlled<br />

by the central sector group controlling at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />

»»<br />

The group companies prepare their financial statements<br />

locally and send these through a group-wide standard<br />

defined data model. The group companies are responsible<br />

for the compliance with the guidelines and processes<br />

which are valid group-wide as well as the proper and<br />

timely flow of their accounting-related processes and<br />

systems. In the whole accounting process the local companies<br />

are supported by central contacts. Based on the<br />

data of the subsidiaries included in the group of consolidated<br />

companies the consolidated arithmetic units are<br />

created centrally. Manual audits are regularly carried out<br />

by the group controlling during this process in order to<br />

ensure the plausibility of the transmitted as well as the<br />

consolidated data.<br />

»»<br />

Business processes both of the subsidiaries as well as<br />

the central units are regularly audited for appropriateness,<br />

cost-effectiveness, efficiency and security by internal<br />

audits. The audit results are reported directly to the<br />

Management Board.<br />

»»<br />

The aim of our risk management and our internal control<br />

system is to ensure the effectiveness of the business<br />

activity and appropriateness with the corresponding statutory<br />

regulations.<br />

»»<br />

The majority of the described risks also offer the group<br />

opportunities at the same time. Owing to its size, the market<br />

position and the already described internal factors<br />

for success the group can and will also continue to take<br />

advantage of commercially useful market opportunities<br />

which offer themselves in order to win further market shares.<br />

The opportunities, which are offered by strategically<br />

useful company take-overs, are hereby of course also examined<br />

thoroughly and if applicable realised.<br />

»»<br />

In particular the<br />

−−<br />

environment and industry risks,<br />

−−<br />

the product risks,<br />

−−<br />

the financial risks and<br />

−−<br />

the investment risks<br />

»»<br />

offered and offer excellent possibilities owing to their<br />

validity for all market players in conjunction with the high<br />

standards of the group in the fields of product quality, service<br />

and logistics concept. Unique selling propositions in<br />

these sectors are offered to the group owing to its competences<br />

in the field of floors, which are not available to<br />

the competition in this extent. Thus, the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

can position itself on the market with a high quality and<br />

innovation. The group will take advantage of these opportunities<br />

in order to expand the relationships to existing customers<br />

and additionally win new customers. Unique technical<br />

consultancy competences as well as deliveries almost<br />

throughout Europe within 48 hours are in addition to the<br />

mentioned high quality of the produced products the cornerstones<br />

of a sustainable success and an optimum use of<br />

opportunities which are offered. With regard to concrete<br />

opportunities and risks of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> or the <strong>Uzin</strong> Group<br />

reference is also made to the following forecast report.<br />

41


Forecast <strong>Report</strong><br />

Future basic conditions<br />

The plus in demand in the building industry of 4.2% in the<br />

closed year proves that the industry is growing despite the<br />

crisis. The building industry did in fact substantially lose in<br />

momentum towards the end of the year – the incoming<br />

orders fell by 6.6% in December on a comparison of the<br />

year – seen throughout the year the building industry can<br />

however look back at a plus in revenue of 0.5%. Despite<br />

the downturns towards the end of the year the mood of<br />

the companies towards 2013 is optimistic. This is above<br />

all a result of the eased position with orders, with which<br />

the first months in the new year are already covered. The<br />

central association of the German building trade considers<br />

a growth in revenue in this year of 2% to be possible.<br />

»»<br />

The building industry in Germany is looking ahead optimistically<br />

after a difficult fourth quarter in <strong>2012</strong>. We intend<br />

to continue to focus on our strengths in future and<br />

to thus further expand our edge compared with the competition.<br />

The geographical diversification and our intensive<br />

research will further reduce our dependency on certain<br />

markets and secure rising operating results for us in<br />

future. With our unique quality and the proximity to our<br />

customers we have powerful unique selling propositions<br />

on our side. This way we concur with the opinion of the<br />

building industry and look full of expectations and optimistically<br />

to 2013 and beyond.<br />

»»<br />

Below we will look in more detail at the development<br />

of the most essential segments for the <strong>Uzin</strong> <strong>Utz</strong> Group.<br />

»»<br />

The forecasts for the Eurozone for 2013 can be seen<br />

as follows: France’s GDP has not changed in the last three<br />

quarters. Throughout the whole year of <strong>2012</strong> it remained<br />

at 0.1% economic growth. As despite a high level of national<br />

debt and budget deficit the recession has not occurred<br />

so far France can look with cautious optimism at 2013.<br />

The interest for our neighbours is low despite the reduction<br />

in the creditworthiness. Problematic in France are the<br />

development of the labour market and the competitiveness<br />

of French products both on a national as well as international<br />

level. The building industry is suffering under the<br />

economic problems and the savings measures from Paris.<br />

Should the government successfully be able to assert the<br />

planned economic stimulus packages after the phase of<br />

re-orientation and the inactivity an increase in the GDP<br />

beckons of 0.3%. A recovery in demand is expected from<br />

2014. Austria’s economy cooled down further and further<br />

over the course of the year. Nevertheless, a forecast economic<br />

growth of 0.8% can be expected in <strong>2012</strong>. From the<br />

second half-year of 2013 the Austrian economy should<br />

get back on track again and feature economic growth of<br />

1.0%. Opportunities exist in any case in the building industry<br />

by a growth of 10% in structural engineering and<br />

2% in civil engineering. Italy is stuck in a deep recession.<br />

A fall in the GDP by 2.3% is expected for <strong>2012</strong>. This will<br />

also have implications on the building investments, which<br />

are currently at the level of the 70s. According to forecasts<br />

of Istat the GDP will also shrink in the coming year<br />

(-0.5%). As of the end of the year the Netherlands also had<br />

to struggle with the recession. However the prospects are<br />

positive for 2013 and economic growth of 1.3% is expected.<br />

The potential for the building industry also lies above<br />

all in energy-efficient building in the Netherlands. The<br />

domestic market in Spain is also paralysed owing to the<br />

high unemployment and the policies of economic measures<br />

for saving of the government. The GDP is expected<br />

to shrink by 1.6%. The building volume is expected to fall<br />

by 8% in 2013. A change in the trend is expected in 2014<br />

at the earliest. Belgium can only expect slight growth in<br />

2013. On the other hand the country remains one of the<br />

most stable economies in Europe. Impulses for growth in<br />

the building sector are above all forecast with renovation<br />

and restoration. Possibilities are offered here above all<br />

for German small- and medium-sized enterprises. Portugal<br />

continues to be stuck in a deep recession. The country<br />

is not expected to record moderate economic growth<br />

again until 2014. The World Bank forecasts for 2013 a fall<br />

in the economy in the Eurozone by 0.1%. In 2014 the economy<br />

is expected to then grow by 0.9%. The climax of<br />

the financial crisis is thus overcome. The annual inflation<br />

rate in the Eurozone in December <strong>2012</strong> was 2.2% and<br />

thus 0.5% lower than in the previous year. According to<br />

the Director of the European Central Bank, Jörg Asmussen,<br />

the inflation rate in this year is expected to be less<br />

than 2%. The financial crisis is thus not expected to have<br />

any implications on the currency devaluation.<br />

»»<br />

Great Britain is also suffering under the financial crisis,<br />

however was able to feature a growth of 1% in the<br />

3rd quarter of the closed year, after a recession which lasted<br />

for two quarters. Nevertheless the best grade of AAA<br />

of Moody’s was withdrawn from Great Britain in February<br />

2013 and the credit rating of the country reduced to<br />

AA1. This was due to the bad prospects for growth of the<br />

economy. The English economy is only expected to find<br />

its way back to the level of before the crisis in 2014. This<br />

will also have implications for the building industry, which<br />

42


is suffering under the savings programme of the government.<br />

Oxford Economics nevertheless considers a growth<br />

of 3% to 4% to be possible.<br />

»»<br />

Switzerland distinguishes itself positively from its neighbours<br />

in the EU. The GDP grew by 1% in <strong>2012</strong> and is expected<br />

to grow by 1.4% this year. The industry and tourism<br />

however are suffering under the strong currency. <strong>2012</strong> was<br />

a successful year for the building industry. It profits above<br />

all from the strong domestic economy and the good<br />

financing conditions. The new residential building sector<br />

is also expected to grow strongly in 2013, due to the second<br />

residence initiative.<br />

»»<br />

Both Norway as well as Sweden were able to record economic<br />

growth for <strong>2012</strong>. Norway’s GDP grew by 3%, that of<br />

Sweden by 1%. The strong export dynamics of Norway will<br />

slow down in 2013 due to the paralysing global economy,<br />

and the economic growth is expected to be between 2%<br />

to 3%. Sweden’s economy is expected to grow stronger<br />

again this year and follow on from the years 2011/<strong>2012</strong>.<br />

Norway can hope for a growth in all building segments<br />

in 2013. The building investments are expected to grow<br />

by 4.5 to 5.5 per cent. The new residential building sector<br />

in Sweden fell sharply in <strong>2012</strong>. It is expected to recover<br />

again this year and feature a weak plus.<br />

»»<br />

In the segment Western Europe we are hoping for a<br />

further easing of the tension of the crisis. The optimistic<br />

attitude and the upwards trends at the beginning of the<br />

year offer the opportunity to take advantage of the slowly<br />

occurring economic growth and allow the hope for increasing<br />

investments. We intend in future to increasingly show<br />

engagement in Western European neighbouring countries<br />

in order to thus press further ahead with the diversification<br />

and to reduce the dependency on the German market.<br />

Should the crisis have already bottomed out rising sales<br />

can be expected in these countries.<br />

»»<br />

Poland’s economy also grew by 2% in <strong>2012</strong> and is also<br />

expected to grow between 1.5 and 2% this year. The foreign<br />

trade continues to be the carrier of this positive development<br />

and compensates for the weakening private<br />

consumption. Unfortunately the positive economic<br />

growth does not have an effect on the building industry,<br />

which since the end of the European Championships has<br />

to struggle with a fall in building permits. This is above<br />

all due to the strict regulations for the granting of loans<br />

and problems on the labour market. After a difficult year<br />

in <strong>2012</strong> the Czech Republic cannot hope for any improvement.<br />

Low public investments and consolidation measures<br />

of the government are slowing the domestic economy<br />

down and having negative effects on the building industry.<br />

The GDP fell by 1% in <strong>2012</strong> and is expected to just<br />

rescue itself in positive regions this year. Hungary is continuing<br />

to suffer under an increased tax burden for companies<br />

and banks as well as a weak domestic demand due<br />

to the low purchasing power of the population. The OECD<br />

doubts economic growth for Hungary in 2013. At the same<br />

time the high inflation rate and the high wage unit costs<br />

are having a negative influence on economic growth. The<br />

building industry in Hungary is in a crisis and no improvement<br />

can be seen so far. Hardly any major building projects<br />

are available. A small ray of light is the residential real estate<br />

index and the new building plans of private persons,<br />

which have recovered slightly. The Slovakian economy is<br />

supported by the automotive industry. A growth in GDP<br />

of2.5% was thus possible in <strong>2012</strong> and the economy is also<br />

expected to grow by 2.1% in 2013. However, new statutory<br />

decisions are inhibiting the willingness to make investments<br />

in the country. At the same time many industries<br />

are also suffering from a crisis. Thus, also the building industry,<br />

which could no longer record any growth for four<br />

years. A recession in the industry is also expected in 2013.<br />

Greece is suffering from a deep recession just as Portugal.<br />

A fall in the economy from 4.5% for <strong>2012</strong> is forecast for<br />

Greece. Economic growth is also expected in 2014 again<br />

at the earliest here. Slovenia is also struggling with the<br />

crisis. A fall in the GDP in <strong>2012</strong> of 2% and in 2013 of approx.<br />

1.5% speak in favour of a longer recession. If the initiated<br />

reforms of the country begin to show an effect an<br />

aggravation of the crisis could be avoided. The building industry<br />

is suffering under a surplus in offers of apartments<br />

and insolvencies of construction companies. Romania is<br />

the beacon of hope for many German trading companies.<br />

The GDP did in fact grow with around 0.3% in <strong>2012</strong> less<br />

than forecast, however there is a need for investments<br />

throughout all industries. The GDP is thus expected to<br />

grow by 1.5% in 2013. Many opportunities are offered in<br />

the building sector by the building of infrastructure and<br />

major projects such as the airport building in Brasov and<br />

the expansion of the underground in Bucharest.<br />

»»<br />

In the segment South Eastern Europe an improvement<br />

in the economic situation is foreseeable from 2014. In Romania<br />

there is potential, which we would like to take advantage<br />

of by increased sales and distribution activities.<br />

The investments in the segment are supported by opportunities<br />

for yield in the longer term.<br />

43


»»<br />

According to the forecasts the Baltic States (Latvia, Estonia,<br />

Lithuania) will also successfully defend themselves<br />

against the financial crisis this year and according to Germany<br />

Trade & Invest (Gtai) can expect a growth in the<br />

GDP of more than 3%.<br />

»»<br />

The budget dispute between the Republicans and Democrats<br />

in the USA ensured drastic cuts with the state<br />

spending of the country as of the first of March owing to<br />

an automatism in the law. Nevertheless, a real growth in<br />

the economy of around 2% is expected for 2013, as well<br />

as for <strong>2012</strong>. However, due to the economic uncertainty the<br />

investments of the private sector are sluggish. Nevertheless<br />

the building investments in the USA will increase again<br />

for the first time since 2006. Above all the private residential<br />

building is blooming and is having the effect as driving<br />

force of the building industry. The group sees possibilities<br />

and potential in the USA to decisively expand its revenues.<br />

The environment for building investments is favourable<br />

and the <strong>Uzin</strong> <strong>Utz</strong> Group position itself by the higher<br />

quality of the products compared with the competition.<br />

»»<br />

The Chinese economic growth slowed down in the last<br />

year. A growth in the GDP of 7.7% is expected for <strong>2012</strong>.<br />

The growth is expected to exceed 8% again in 2013. China<br />

is and thus remains one of the most important markets<br />

for the German suppliers. The building industry is impaired<br />

by the cooling economy. Nevertheless, the growth<br />

of the industry is expected to be 10% in the last year. In<br />

2013 the growth depends on the realisation of the infrastructure<br />

projects of the government. China still offers<br />

unique pre-requisites and massive possibilities in the building<br />

sector worldwide.<br />

»»<br />

On the whole the business forecast which is expected<br />

for the building trade is positive for 2013. Decisive is however<br />

the further development of the Euro crisis. Should the<br />

trend continue the crisis could have bottomed out already<br />

and slow growth occur both in the EU as well as worldwide<br />

in 2013. The building projects in Europe are expected<br />

to fall by 0.4% in 2013. A stable employment level is<br />

forecast with possibilities for growth of 2% in the main<br />

German building trade. Increased investments in assets<br />

such as for example real estate, result from lower interest<br />

rates, threatened price increases and major uncertainties<br />

owing to the development in the Euro-Zone. The increased<br />

willingness to invest of the companies in Germany<br />

and a high overseas demand also contribute to a favourable<br />

environment, from which almost all skilled trade<br />

group can profit.<br />

Future development of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

The focus on our strengths should secure our future success.<br />

Our orientation with the concentration on the 4 Cs:<br />

Core customers, core competence, core benefits and core<br />

market continues to form the strategic framework. We<br />

feel obliged to act in the interest of our core customer,<br />

the professional tradesman, and to assume responsibility<br />

for him. We see our special strength in the daily, close<br />

relationship to our tradesmen. We learn from this and it<br />

helps us to continue to further improve our core competence<br />

and thus, according to our conviction, offer the best<br />

solutions for our customers. The quality of our products<br />

and the service for the customer account for the core benefits<br />

for us. The core market is defined as a market for<br />

premium solutions all relating to floor laying with the focus<br />

on Europe and North America.<br />

»»<br />

Money is still being spent for renovations and building<br />

projects in Germany. The continued existing uncertainty on<br />

the investment markets and the low interest rates should<br />

also favour the building trade in future. However, in view<br />

of the weak economies in several neighbouring European<br />

countries the group continues to remain cautious and attentive.<br />

Nevertheless the <strong>Uzin</strong> <strong>Utz</strong> Group actively operates<br />

on the market with target-oriented investments creates<br />

the pre-requisite for a successful future of the group.<br />

»»<br />

From today’s point of view and according to today’s<br />

status of knowledge the following estimate of the future<br />

development of the company appears realistic:<br />

»»<br />

Supported by the slowly recovering economic development<br />

the group is expecting two further successful fiscal<br />

years in 2013 and 2014. Within the framework of the<br />

long-term growth strategy the international expansion<br />

will continue to be pressed ahead with. The efforts to sell<br />

and distribute our products in America are to be reinforced<br />

and focussed by the building of a production location. At<br />

the same time we see good opportunities to increase the<br />

sales of existing trademarks in order to thus reduce the<br />

dependency on the UZIN trademark. Western Europe and<br />

Germany continue to represent the core markets. Stability<br />

and further growth are forecast here. In Southern and<br />

Eastern Europe the situation remains critical. An economic<br />

upswing is expected in 2014 at the earliest here.<br />

»»<br />

The year 2013 will be marked by investments for the<br />

group. In addition to the already mentioned projects in the<br />

Netherlands and the USA the WOLFF trademark and Hermann<br />

Frank GmbH will be amalgamated at one location.<br />

The new production plant will be built in Ilsfeld, Bustadt-<br />

44


East, Baden-Württemberg. The aim of the building is to<br />

amalgamate the company and the trademark at one location<br />

and to thus create synergy effects in the production<br />

and development of machines for the professional floor<br />

layer. This will result in a faster production and better logistics.<br />

In the end the customer will therefore profit from a<br />

faster delivery. 65 jobs will be created in the region by the<br />

complex with a size of 6,000 square metres. 10 of which<br />

are places for apprenticeships. In addition more space is<br />

available by the new building for the further expansion of<br />

our machine sector for floor laying work.<br />

»»<br />

The motto for 2013 is the focus on growth, profitability<br />

and on our suppliers. We intend to focus on our strengths<br />

and concentrate on the aspects which are important and<br />

valuable for our company. The training and further training<br />

of our employees will continue to play a supportive role.<br />

»»<br />

In order to satisfy our ambitious growth targets we<br />

additionally intend to continue the diversification – both<br />

on a regional as well as on product level. We will achieve<br />

this by the expansion overseas and the reinforcement<br />

of the trademarks codex, Pallmann and WOLFF. We will<br />

this way counteract the dependency on a few markets and<br />

trademarks. The financial crisis has shown that strong dependencies<br />

means risks. From a regional point of view we<br />

see major potential for our company in France, Asia and<br />

the USA in future.<br />

»»<br />

We could not yet fully satisfy our demand to transfer<br />

increasing revenues into higher results. With a structural<br />

and focussed cost management we begin at this point with<br />

concrete measures in 2013 and 2014. The prices for raw<br />

materials were stable in the period under review. There<br />

were indications of price increases at the end of the year.<br />

Owing to the expected recovery in the world economy<br />

the prices for raw materials should also increase slightly<br />

again in 2013. Therefore, the focus for us is placed on the<br />

maintenance of generally permanent and reliable relationships<br />

to the existing suppliers. In order to guarantee a<br />

substantial increase in the supply security and a better basis<br />

for negotiations towards suppliers we begin at the adjusting<br />

lever of a deliberate setting up of alternative procurement<br />

sources.<br />

»»<br />

The <strong>Uzin</strong> <strong>Utz</strong> Group is equipped with a comfortable<br />

liquidity. The overdraft facilities were increased in the<br />

group in <strong>2012</strong> despite hardly being used. With this very<br />

good starting position and the further improved pre-requisites<br />

the group is in the position to make future-oriented<br />

investments in 2013 and to take advantage of entrepreneurial<br />

leeway. The professional financial and risk<br />

management optimises the cash flows and limits and monitors<br />

the existing financial risks, which arise by interest<br />

rates, currencies and raw materials. Both financing as well<br />

as processing costs are reduced and the permanent solvency<br />

thus ensured.<br />

45


Other Disclosures<br />

including addendum <strong>Report</strong><br />

<strong>Report</strong>ing according to § 289 Par. 4 HGB [German<br />

Commercial Code] or § 315 Par. 4 HGB<br />

Composition of the subscribed capital<br />

The subscribed capital of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in the amount of<br />

KEUR 15,133 is divided into 5,044,319 individual share certificates<br />

denominated in the holder’s name (ordinary shares),<br />

which respectively grant the same rights, in particular<br />

the same voting rights. There are no different classes<br />

of shares. An individual share certificate corresponds with<br />

a calculable share of the capital stock of EUR 3.00 each.<br />

Restrictions to voting rights and assignment<br />

There are neither statutory provisions, nor provisions according<br />

to the statutes, which restrict the voting rights or<br />

the assignment of shares. The Management Board is not<br />

aware of any restrictions, which relate to the voting rights<br />

or the assignment of shares.<br />

Participations of more than 10% of the capital<br />

Direct or indirect participations in the capital stock, which<br />

exceed 10% of the voting rights exist in the capital stock<br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> according to the knowledge of the Management<br />

Board and based on the notifications under securities<br />

law received by the company. Further details in<br />

this respect are explained in the notes under “disclosures<br />

according to § 160 Par. 1 AktG“ [German Companies Act].<br />

Shares with special rights<br />

There are no shares with special rights, which grant control<br />

authorizations.<br />

Voting right control with employees’ participation<br />

The Management Board is not aware that employees participate<br />

in the capital of the company, who do not directly<br />

exercise their control rights.<br />

Appointment and recall of Management Board<br />

members and amendments to the statutes<br />

The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> consists of one<br />

or several persons; this applies irrespective of the amount<br />

of the capital stock. The number of members of the Management<br />

Board is determined by the Supervisory Board.<br />

The appointment and recall of the members of the Management<br />

Board are carried out according to the statutory<br />

provisions of §§ 84 and 85 AktG. With the exception<br />

of a substitute appointment by the court the Supervisory<br />

Board is solely responsible for the appointment and recall<br />

of Management Board members. It shall appoint Management<br />

Board members for a maximum of 5 years. A<br />

repeated appointment or extension to the period of office,<br />

respectively for a maximum of 5 years, is permitted.<br />

The Supervisory Board can appoint a chairman and a deputy<br />

chairman of the Management Board.<br />

»»<br />

In line with the regulations of the German Corporate<br />

Governance Code the maximum possible duration of appointment<br />

of 5 years is not the rule with first appointments.<br />

The amendment to the statutes will comply with<br />

the regulations of § 179 AktG as well as of § 18 of the<br />

statutes. Accordingly the Supervisory Board is entitled to<br />

make amendments to the statutes, which only refer to the<br />

version. The passing of a resolution by the <strong>Annual</strong> General<br />

Meeting is not required. This shall in particular apply<br />

to amendments to statutes after the full or partial execution<br />

of the increase in the capital stock.<br />

Authorizations of the Management Board to issue<br />

and repurchase shares<br />

The Management Board is authorized to increase the capital<br />

stock of the company one-time or several times by<br />

up to a total of KEUR 3,000 by issuing new ordinary shares<br />

without a nominal value, which are entitled to vote, and<br />

are denominated in the holder’s name (individual share<br />

certificates) (approved capital I) during the time until 11<br />

May 2014 with the approval of the Supervisory Board. The<br />

capital increases can be carried out against cash contributions<br />

and/or contributions in kind.<br />

»»<br />

The Management Board is further authorized to increase<br />

the capital stock of the company one-time or - in<br />

partial amounts – several times by up to a total of KEUR<br />

3,400 – by issuing new ordinary shares without a nominal<br />

value, which are entitled to vote, and are denominated in<br />

the holder’s name (individual share certificates) (approved<br />

capital II) during the period of time until 16 May 2016 with<br />

the approval of the Supervisory Board. The capital increases<br />

can be carried out against cash contributions and/or<br />

contributions in kind.<br />

»»<br />

The Management Board is further authorized, with the<br />

approval of the Supervisory Board, to exclude the statutory<br />

subscription right of the shareholders for the following<br />

cases:<br />

−−<br />

for the top amounts produced owing to the subscription<br />

relationship;<br />

−−<br />

for a capital increase against contributions in kind for the<br />

acquisition of companies or of participations in compa-<br />

46


nies if the acquisition of the company or the participation<br />

is in the well-understand interest of the company;<br />

−−<br />

if the capital increase is carried out against cash contributions<br />

and the issue amount of the new shares does<br />

not substantially within the meaning of §§ 203 Par. 1<br />

and 2, 186 Par. 3, S. 4 AktG fall short of the stock exchange<br />

price of the already listed shares of the same<br />

class and provisions at the time of the final stipulation<br />

of the issue amount by the Management Board and on<br />

the pro rata amount of the capital stock, relating in total<br />

to the new shares issued under the exclusion of the<br />

subscription right according to § 186 Par. 3, S. 4 AktG,<br />

or neither at the time when this authorization becomes<br />

effective, nor at the time when it is exercised exceeds<br />

10% of the capital stock of the company. Those shares<br />

are to be offset against this limitation, which during<br />

the term of this authorization by exploiting another<br />

authorization applicable or decided at the time<br />

when this authorization becomes effective are sold or<br />

submitted as own shares under the simplified exclusion<br />

of subscription right according to §§ 71 Par. 1, No.<br />

8, 186 Par. 3, S. 4 AktG.<br />

»»<br />

The Management Board is further authorized with regard<br />

to the approved capitals I and II, with the approval of<br />

the Supervisory Board, to determine a start of the profit<br />

entitlement deviating from the law as well as the further<br />

details of a capital increase and its execution, in particular<br />

to fix the issue amount and the remuneration which<br />

is to be paid for the new shares.<br />

»»<br />

It further applies to the approved capital I that the<br />

Management Board is authorized, with the approval of<br />

the Supervisory Board, to determine the granting of the<br />

subscription right by way of an indirect subscription right<br />

according to § 186 Par. 5 AktG.<br />

»»<br />

The <strong>Annual</strong> General Meeting of the company authorized<br />

the company on 11 May 2010 to acquire own shares<br />

by 10 May 2015 with a total scope of up to 10% of<br />

the capital stock existing at the time when the resolution<br />

is passed for other purposes than the trade in own<br />

shares. The acquisition may only be carried out through<br />

the stock exchange or by means of a public purchase offer<br />

directed at all shareholders and only exercised in line<br />

with § 71 AktG. Further statements in this respect can be<br />

seen from the notes.<br />

»»<br />

The authorizations of the Management Board presented<br />

above for the issue of new shares from the approved<br />

capitals I and II should place the Management Board in the<br />

position to cover a possible arising need for capital flexibly,<br />

at a reasonable price and in real time and depending on<br />

the market position to use attractive financing possibilities.<br />

By the possibility in an individual case to all pay for<br />

the acquisition of companies or of participations in companies<br />

by issuing shares of the company to the seller, the<br />

company can carry out an expansion without encumbering<br />

its liquidity. The authorization for the acquisition and<br />

for the use of own shares made it possible for the company<br />

to in particular also offer institutional or other investors<br />

shares of the company and/or to extend the group of<br />

shareholders of the company as well as to issue the acquired<br />

own shares as consideration for the acquisition of<br />

companies, company participations or within the framework<br />

of company amalgamations. The approved capitals<br />

and the authorization for acquisition of own shares concern<br />

regulations, which are customary at listed companies<br />

which are comparable with the company and do not<br />

serve the purpose of making possible attempts at takeover<br />

more difficult.<br />

Essential agreements of the company with socalled<br />

Change-of-Control clauses<br />

There are no agreements of the company, which are subject<br />

to the condition of a change in control as a result of<br />

a take-over offer.<br />

Compensation agreements of the company<br />

There are no compensation agreements of the company,<br />

which have been reached for the event of a take-over offer<br />

with the members of the Management Board or the<br />

employees.<br />

»»<br />

During the period under review there was no reason<br />

for the Management Board to deal with questions of a<br />

take-over or with special features with the disclosures<br />

which are to be made according to the take-over guidelines<br />

– implementation act. Further explanations beyond<br />

the afore-mentioned disclosures and the disclosures in the<br />

management report or consolidated management report,<br />

are therefore not necessary from the point of view of the<br />

Management Board.<br />

47


Remuneration report according to § 289 Par. 2<br />

No. 5 HGB or § 315 Par. 2 No. 4 HGB<br />

Remuneration of the Management Board:<br />

The remuneration system of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is based on the<br />

principles of the service- and results orientation and represents<br />

a corporate culture of service and consideration.<br />

The total remuneration of the Management Board comprises<br />

components which are not dependent on performance<br />

and performance-based components. The remuneration<br />

which is not dependent on performance consists of<br />

a fixed amount and payments in kind. The performancebased<br />

remuneration components include annually recurring<br />

components, tied to the operating results of the<br />

ordinary business activities (EGT) according to IFRS consolidated<br />

financial statements of the company and variable<br />

components oriented to the long-term.<br />

»»<br />

Criteria for the appropriateness of the remuneration are<br />

in particular formed by the tasks of the respective Management<br />

Board member, his personal performance, the performance<br />

of the whole Management Board, the economic<br />

position, the success and the future prospects of the company<br />

by taking the market environment into consideration<br />

as well as the customary nature of the amount of the<br />

remuneration and the remuneration structure based on<br />

the wage and salary structure in the company as well as<br />

other companies of a comparable size and industry. The<br />

remuneration structure is oriented to a sustainable corporate<br />

development. The employment contracts of the<br />

Management Board members include with regard to an<br />

essential part of the variable remuneration components<br />

a multi-year computation base and regulations according<br />

to which a reasonable reduction in the salaries is permitted<br />

the position of the company deteriorates to such an<br />

extent that a continued granting of the salaries would be<br />

inequitable. The variable remuneration components are<br />

moreover capped at a maximum amount.<br />

»»<br />

The total remuneration of the Management Board in<br />

the fiscal year <strong>2012</strong> amounted to a total of KEUR 1,223;<br />

thereof fix KEUR 601 and KEUR 622 performance-based.<br />

Included in the total salaries of the Management Board<br />

are KEUR 25 for the benefit of a contribution-oriented retirement<br />

pension plan.<br />

»»<br />

An individualised publication of the Management Board<br />

salaries is waived according to the resolution of the <strong>Annual</strong><br />

General Meeting of 17 May 2011 up to and including<br />

the fiscal year 2015.<br />

»»<br />

The other salaries essentially consist of the reimbur-<br />

sement of expenses, the provision of a company car and<br />

of insurance premiums for a legal protection and financial<br />

loss liability insurance (D&O insurance). An excess within<br />

the meaning of § 93 Par. 2 AktG has been agreed for the<br />

D&O insurance of the Management Board members.<br />

»»<br />

In order to maintain a reasonable standard of provisions<br />

during retirement a Management Board member receives<br />

a retirement pension after attaining the age of 65,<br />

however no earlier than after the termination of his activity<br />

on the Management Board. With a premature start<br />

of the pension payments the amount will be reduced accordingly.<br />

The entitlement exists life-long. The pension<br />

adjustment is oriented to the salary collective wage agreement<br />

for employees of the chemical industry in Baden-Württemberg.<br />

A provision in the amount of KEUR<br />

936 (880) was formed for future pension obligations towards<br />

the Management Board.<br />

»»<br />

For the other Management Board member parts of his<br />

total salaries will be paid into a benevolent fund within the<br />

framework of the conversion of remuneration. Moreover,<br />

a former Management Board member shall receive payments<br />

from a benevolent fund, which were endowed by<br />

remuneration conversions during his active work. In <strong>2012</strong><br />

a retirement pension was paid of KEUR 8 (8).<br />

Remuneration of the Supervisory Board:<br />

The remuneration for the Supervisory Board members is<br />

regulated in § 11 of the statutes of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, which was<br />

changed for the last time by resolution of the <strong>Annual</strong> General<br />

Meeting of 6 May 2008. The remuneration is accordingly<br />

composed of a fixed and two variable components.<br />

»»<br />

The fixed annual remuneration amounts to EUR 6,000,<br />

the chairman shall receive 2.5 times the amount. In addition,<br />

each member of the Supervisory Board receives a bonus<br />

of EUR 100 for each EUR 0.01 dividend, which is distributed<br />

to the shareholders in excess of EUR 0.50 per individual<br />

share certificate for the closed fiscal year as well as an annual<br />

remuneration based on the long-term success of the<br />

company in the amount of EUR 100 per EUR 50,000 of the<br />

results of the ordinary business activities (EGT) according<br />

to the IFRS consolidated financial statements of the company,<br />

which on average of the closed and the two previous<br />

fiscal years (“comparable period of time“) exceeds an<br />

EGT of EUR 10,000,000.<br />

»»<br />

Supervisory Board members, who did not belong to the<br />

Supervisory Board during a full fiscal year, shall receive the<br />

remuneration in line with the duration of their member-<br />

48


ship on the Supervisory Board. The fixed remuneration is<br />

respectively payable after expiry of a fiscal year, the variable<br />

remuneration is payable on the day after the resolution<br />

for the appropriation of the profits of the <strong>Annual</strong> General<br />

Meeting for the respective fiscal year.<br />

»»<br />

Further the company grants the Supervisory Board members<br />

reasonable insurance cover against assertion of a claim<br />

under civil and criminal law including the respective costs of<br />

the legal defence in connection with exercising their mandates;<br />

corresponding legal protection and financial loss liability<br />

insurance (D&O insurance) will be concluded in this<br />

respect for the benefit of the Supervisory Board members.<br />

»»<br />

The members of the Supervisory Board further receive<br />

reimbursement of all expenses as well as reimbursement<br />

of the value added tax which is possibly to be paid on their<br />

remuneration and expenses.<br />

»»<br />

Neither the Management Board, nor Supervisory Board<br />

has received stock options or comparable remuneration<br />

components.<br />

»»<br />

The Supervisory Board chairman and the Supervisory<br />

Board member Dr. Rainer Kögel belong to the law firm<br />

Hennerkes, Kirchdörfer & Lorz as partners. The law firm<br />

was paid a total of KEUR 63 for consultancy services in<br />

the fiscal year <strong>2012</strong>.<br />

Declaration relating to the company management<br />

according to § 289a HGB<br />

The Management Board and Supervisory Board of <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> have submitted the compliance statement for<br />

the Corporate Governance Code according to § 161 AktG.<br />

The statement can be called in the Corporate Governance<br />

report or on our homepage www.uzin-utz.de (Investor<br />

Relations – Corporate Governance – compliance<br />

statement 2013).<br />

»»<br />

The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> runs the company<br />

and the group at its own responsibility. It is hereby<br />

bound to the interests of the company and has to act in<br />

the interests of the companies. In addition, it is oriented<br />

to the aim of the sustainable increase in the corporate value.<br />

As an international company <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is aware of<br />

the responsibility to operate in line with legal, social and<br />

ethical concerns from an entrepreneurial point of view. In<br />

addition, a system of values exists, which is valid both for<br />

the Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> as well as for the<br />

employees. You can refer to our homepage www.uzin-utz.<br />

de (the group – our values) for the corresponding contents<br />

of this system of values.<br />

»»<br />

In addition, the statements relating to the Corporate<br />

Governance report are part of the declaration relating to<br />

the company management. For these you can refer to our<br />

homepage www.uzin-utz.de (Investor Relations – declaration<br />

relating to the company management).<br />

»»<br />

The declaration relating to the company management<br />

which is to be submitted according to § 289a HGB is presented<br />

in the following Corporate Governance report.<br />

The Corporate Governance report is part of the declaration<br />

relating to the company management. You can find<br />

these on our homepage www.uzin-utz.de (Investor Relations<br />

– declaration relating to the company management)<br />

Corporate Governance report<br />

Since 2002 the German Corporate Governance code<br />

(DCGK) has set itself the aim to make the regulations of<br />

the company management and monitoring, which apply<br />

in Germany, transparent for national and international<br />

investors as well as to regulate the cooperation between<br />

the Management Board and Supervisory Board, in particular<br />

under the aspect of the protection of the shareholders’<br />

interests. The following Corporate Governance report<br />

serves to summarise the essential Corporate Governance<br />

principles, which are decisive for the company management<br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. In compliance with the statutory<br />

regulations <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has in addition submitted a declaration<br />

relating to the management of the company according<br />

to § 289 a HGB.<br />

»»<br />

The Management Board and Supervisory Board have<br />

submitted the statutory compliance statement according<br />

to § 161 AktG, according to which <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> complies<br />

with the recommendations of the German Corporate<br />

Governance Code, with a few exceptions, which are<br />

explained in the compliance statement. The compliance<br />

statement is a part of the declaration relating to the company<br />

management. The Management Board and Supervisory<br />

Board monitor the compliance with the code. The<br />

compliance statement is submitted annually and permanently<br />

made accessible to all shareholders in the Internet.<br />

It can be found under www.uzin-utz.de in the heading Investor<br />

Relations. The compliance statements of the past<br />

5 years are also deposited there.<br />

49


System of values<br />

As an international company the <strong>Uzin</strong> <strong>Utz</strong> Group is aware<br />

of the responsibility to operate in line with legal, social<br />

and ethical concerns from an entrepreneurial point of<br />

view. In addition a system of values exists which is valid<br />

both for the Management Board of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />

as well as for the employees. You can find the corresponding<br />

contents of this system of values on our homepage<br />

www.uzin-utz.de (the group – our values).<br />

Management and corporate structure<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> with registered seat in Ulm is the parent<br />

company of the <strong>Uzin</strong> <strong>Utz</strong> group. The group is composed<br />

of 23 fully consolidated, four pro rata consolidated companies<br />

and a company consolidated at equity. The legally<br />

independent companies operate with own business and<br />

results responsibility.<br />

»»<br />

The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> maintains regular<br />

contact with the managements of the individual<br />

companies. The group companies are supported by <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> partly by financing and currency management as<br />

well as by other cross-group services.<br />

Cooperation of Management Board and<br />

Supervisory Board<br />

Cooperation on a trustworthy basis exists between the<br />

Management Board and the members of the Supervisory<br />

Board. The Management Board regularly reports to the Supervisory<br />

Board about the development of the business. A<br />

constructive and continuous exchange is also carried out<br />

with regard to strategy, corporate planning and the profitability<br />

of the company. The deviations of the development<br />

of business from the installed plans and targets will<br />

be looked at in detail by stating the reasons. Documents<br />

which are necessary for decisions, in particular the annual<br />

financial statements, the consolidated financial statements<br />

and the audit report, will be forwarded to the members<br />

of the Supervisory Board in time before the meeting.<br />

»»<br />

You can receive more detailed information concerning<br />

the cooperation in the report of the Supervisory Board.<br />

»»<br />

The Supervisory Board met for four ordinary meetings<br />

in the past fiscal year. You can also refer to the report of<br />

the Supervisory Board for more detailed information relating<br />

to the Supervisory Board meetings.<br />

Management Board<br />

The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, consisting of:<br />

»»<br />

Dr. H. Werner <strong>Utz</strong>, CEO, departments:<br />

−−<br />

Strategy<br />

−−<br />

Marketing<br />

−−<br />

Technical product service<br />

−−<br />

Development and product technology<br />

»»<br />

Mr Thomas Müllerschön, departments:<br />

−−<br />

Sales and distribution<br />

−−<br />

Operations and logistics<br />

−−<br />

Controlling, financial accounting and accounting<br />

−−<br />

Group organisation<br />

−−<br />

Human Resources<br />

−−<br />

Central purchasing<br />

»»<br />

runs the company and manages its business. It is<br />

bound to the interest of the company by taking into<br />

consideration the concerns of the shareholders, its employees<br />

and the other groups affiliated with the company<br />

(stakeholder), and obliged to increase the sustainable<br />

enterprise value. It develops the strategic orientation of<br />

the company, coordinates it with the Supervisory Board<br />

and ensures its implementation. The Management Board<br />

ensures the compliance with the statutory provisions<br />

and company-internal guidelines and points out their<br />

compliance by the group companies. It is further responsible<br />

for the annual and multi-year planning of the<br />

company as well as for the preparation of the reports<br />

which are required by law, such as annual or consolidated<br />

financial statements, interim reports and interim<br />

notifications.<br />

»»<br />

The Management Board further ensures a reasonable<br />

risk management and risk controlling as well as a regular<br />

and comprehensive reporting in real time about the<br />

corporate planning, the business development as well<br />

as the risk situation and the risk management to the Supervisory<br />

Board. It pays attention to diversity when filling<br />

management functions in the company and endeavours<br />

to achieve a reasonable consideration of women.<br />

»»<br />

Rules of procedure regulate the distribution of the<br />

business and the cooperation in the Management Board.<br />

»»<br />

Measures and business of fundamental importance<br />

and relevance for the price are reported to the shareholders<br />

and the capital market in time in order to make<br />

the decision-making processes transparent also during<br />

the year and to keep the capital market players sufficiently<br />

informed. Essential business transactions require<br />

the approval of the Supervisory Board.<br />

50


»»<br />

The total remuneration of the individual Management<br />

Board members is stipulated by the Supervisory Board.<br />

It decides upon the remuneration system and checks it<br />

regularly. The total remuneration of the individual Management<br />

Board members is stipulated by the Supervisory<br />

Board based on a performance appraisal. You can find<br />

all other disclosures concerning the Management Board<br />

remuneration in the remuneration report from page 41.<br />

Supervisory Board<br />

The Supervisory Board, consisting of three members, advises<br />

and monitors the Management Board with the management<br />

of the company. The members of the Supervisory<br />

Board are elected by the <strong>Annual</strong> General Meeting.<br />

It discusses the interim reports and interim notifications,<br />

checks and approves the annual as well as the consolidated<br />

financial statements of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />

»»<br />

The rules of procedure of the Supervisory Board, as<br />

part of the monitoring and control process, envisage clear<br />

and transparent processes and structures. The Supervisory<br />

Board has hereby stipulated the information and reporting<br />

obligations of the Management Board in more detail. The<br />

rules of procedure of the Supervisory Board reflect the<br />

recommendations of the German Corporate Governance<br />

code for the Supervisory Board. An intensive, continuous<br />

dialogue between the Supervisory Board and Management<br />

Board is the basis for an efficient company management.<br />

»»<br />

Owing to the size of the Supervisory Board it was so<br />

far not useful to form committees (audit committee, nomination<br />

committee, etc.). <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> does not see any<br />

need for this in future either. The joint Supervisory Board<br />

is active itself in all factual questions and its members<br />

also maintain constant contact outside of the Supervisory<br />

Board meetings, both among each other as well as<br />

with the Management Board, and can react flexibly to all<br />

factual questions.<br />

»»<br />

The Supervisory Board is composed to the extent that<br />

the members have the necessary knowledge, skills and<br />

specialist experience. Training and further training measures<br />

are – insofar as necessary – performed at own responsibility.<br />

The Supervisory Board members are hereby<br />

reasonably supported by the company.<br />

»»<br />

With its proposals for the election of Supervisory Board<br />

members the Supervisory Board orientates itself in addition<br />

to the statutory regulations exclusively to the specialist<br />

and personal suitability of the candidates as well as<br />

to appropriate considerations of usefulness – which pro-<br />

mote the function of the Supervisory Board. This includes<br />

for example the affiliation of members, who have relevant<br />

entrepreneurial experience (cf. in this respect the<br />

statements in the compliance statement relating to code<br />

Subclause 5.4.1). The Supervisory Board refrains from naming<br />

more concrete targets for its composition, especially<br />

as the mere naming of such concrete targets is not necessarily<br />

associated with an improvement in the quality<br />

of the Supervisory Board activity.<br />

»»<br />

With its proposals for election to the <strong>Annual</strong> General<br />

Meeting the Supervisory Board discloses the relationships<br />

of the candidate to the company, the executive bodies of<br />

the company and the essential shareholders involved in<br />

the company if this is considered to be decisive for the<br />

election decision.<br />

»»<br />

Elections to the Supervisory Board last took place in<br />

the <strong>Annual</strong> General Meeting of 6 May 2008. The period<br />

of office of the Supervisory Board is five years, the current<br />

period of office will end with the ordinary <strong>Annual</strong> General<br />

Meeting 2013.<br />

<strong>Annual</strong> General Meeting<br />

The shareholders exercise their rights in the <strong>Annual</strong> General<br />

Meeting and exercise their voting right in this meeting.<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> only has shares which are fully entitled<br />

to voting. One vote is granted for each share. The <strong>Annual</strong><br />

Ordinary General Meeting shall take place within the first<br />

five months of each fiscal year. The agenda for the <strong>Annual</strong><br />

General Meeting including the reports and documents<br />

which are necessary for the <strong>Annual</strong> General Meeting are<br />

published on the website of the company.<br />

»»<br />

The <strong>Annual</strong> General Meeting shall among others decide<br />

about the appropriation of the profits, the discharge<br />

of the Management Board and the Supervisory Board as<br />

well as about the election of the auditor of the financial<br />

statements. Amendments to statutes and capital-changing<br />

measures are exclusively decided by the <strong>Annual</strong> General<br />

Meeting and implemented by the Management Board.<br />

Mere changes to the version of the statutes can be decided<br />

by the Supervisory Board. Shareholders can file countermotions<br />

to proposals for resolutions by the Management<br />

Board and Supervisory Board and contest resolutions of<br />

the <strong>Annual</strong> General Meeting.<br />

»»<br />

In order to facilitate the personal exercising of their<br />

rights <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> makes representatives of voting rights<br />

available to the shareholders who are bound to instructions<br />

for the ordinary <strong>Annual</strong> General Meeting. In the invi-<br />

51


Accounting and risk management, audit of the financial<br />

statements<br />

The consolidated financial statements of the <strong>Uzin</strong> <strong>Utz</strong><br />

Group are prepared according to the principles of the International<br />

Financial <strong>Report</strong>ing Standards (IFRS), the management<br />

report (which is summarised with the consolidated<br />

management report) and the annual financial<br />

statements of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are prepared according to the<br />

regulations of the Commercial Code (HGB).<br />

»»<br />

The existing risk management of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is designed<br />

to discover, record, valuate and control business and<br />

financial risks, to which the company is exposed within the<br />

framework of its activity. The individual elements of the<br />

monitoring system provide reliable information relating<br />

to the actual risk position and support the documentation,<br />

risk examination and remedying of weak points. They<br />

thus contribute to a minimisation of the costs potentially<br />

incurred from the risks. You can find more detailed information<br />

relating to the risk management of the <strong>Uzin</strong> <strong>Utz</strong><br />

Group in the risk report from page 25.<br />

»»<br />

Before submitting the proposal for the election of the<br />

auditor of the financial statements to the <strong>Annual</strong> General<br />

Meeting the Supervisory Board will obtain a confirmatitation<br />

to the <strong>Annual</strong> General Meeting it is explained how<br />

instructions may be given voting the exercising of the voting<br />

rights in the run-up to the <strong>Annual</strong> General Meeting. In<br />

addition, the shareholders are at liberty to be represented<br />

by an authorized agent of their choice. The registration<br />

and legitimation procedures shall comply with the “Record<br />

Date“ procedure, stipulated by law and which is customary<br />

on an international level. The 21st day before the <strong>Annual</strong><br />

General Meeting is deemed as the decisive key date<br />

for the legitimation and registration of the shareholders.<br />

Remuneration of Management Board and Supervisory<br />

Board<br />

The remuneration of the Management Board and the Supervisory<br />

Board is presented in a more detailed remuneration<br />

report, which according to Subclause 4.2.5 of the<br />

code was included as a part in the management report and<br />

to which reference is made at this point (from page 41).<br />

Principles of conduct<br />

Transparency<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> uses for the information of its shareholders<br />

and investors in real time the homepage of the company:<br />

www.uzin-utz.de. In addition to the consolidated and annual<br />

financial statements as well as the semi-annual reports<br />

and interim notifications shareholders and third parties<br />

are also informed about actual developments in the<br />

form of Ad-hoc notifications and press releases.<br />

»»<br />

Members of the Management Board and the Supervisory<br />

Board as well as other persons, who perform management<br />

tasks at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> within the meaning of § 15a<br />

Securities Trading Act (WpHG) as well as natural persons<br />

and legal entities closely associated with these persons according<br />

to § 15a WpHG are obliged by law to disclose the<br />

acquisition or the sale of shares of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> insofar as<br />

the value of the business transactions conducted within a<br />

calendar year reaches or exceeds the total of EUR 5,000.<br />

»»<br />

The company further publishes notifications about the<br />

acquisition or the sale of significant voting right shares immediately<br />

after their receipt according to § 21 WpHG or<br />

concerning the holding of corresponding financial instruments<br />

according to § 25 WpHG. This means that as soon<br />

as it becomes known that someone achieves, exceeds or<br />

falls short by acquisition, sale or in any other manner of<br />

3, 5, 10, 15, 20, 25, 30, 50 or 75 % of the voting rights in<br />

the company, this will be published immediately.<br />

»»<br />

As of 31 December <strong>2012</strong> the shareholdings of the whole<br />

Management Board comprised 1,759,314. The Supervisory<br />

Board possessed 395 shares in the company.<br />

»»<br />

The shareholdings are specifically distributed as follows:<br />

Shareholdings of the Executive Board<br />

and the Supervisory Board<br />

(total number of shares issued: 5.044.319)<br />

Executive Board<br />

Dr. H. Werner <strong>Utz</strong><br />

Supervisory Board<br />

Dr. Rainer Kögel<br />

Total Executive Board and<br />

Supervisory Board<br />

Number of<br />

shares<br />

1,759,314<br />

395<br />

1,759,709<br />

% of the<br />

total number<br />

of shares<br />

issued<br />

34.88%<br />

0.01%<br />

34.88%<br />

»»<br />

No financial instruments exist which refer to the shares<br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />

»»<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> publishes a financial calendar relating to<br />

all essential dates and publications of the company with<br />

sufficient advance time.<br />

»»<br />

All information about the company published by the<br />

company is available for calling at www.uzin-utz.de under<br />

the heading Investor Relations/share.<br />

52


on of autonomy of the proposed auditor. The auditor of<br />

the financial statements is requested by the Supervisory<br />

Board to report on all findings and incidents occurring<br />

during the audit act and which are in the broadest sense<br />

essential for the tasks of the Supervisory Board immediately<br />

if these cannot be remedied immediately.<br />

Deviations from the German Corporate Governance<br />

code<br />

The Management Board and Supervisory Board submitted<br />

an updated compliance statement according to § 161<br />

AktG in March 2013. The substantiation of the deviations<br />

from the recommendations of the code, which is necessary<br />

according to § 161 AktG and Subclause 3.10 of the<br />

German Corporate Governance code is included in the<br />

compliance statement, which is a part of this Corporate<br />

Governance report.<br />

»»<br />

The Management Board and Supervisory Board of <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> submitted the last compliance statement according<br />

to § 161 AktG in March <strong>2012</strong>. The following declaration<br />

refers for the period of time from March <strong>2012</strong> to<br />

the recommendations of the code in its version of 26 May<br />

2010, which was published in the electronic Bundesanzeiger<br />

[Federal Gazette] on 2 July 2010. For the period of<br />

time from 15 June <strong>2012</strong> the following declaration refers to<br />

the recommendations of the code in its version of 15 May<br />

<strong>2012</strong>, which was published in the electronic Bundesanzeiger<br />

on 15 June <strong>2012</strong>.<br />

»»<br />

The Management Board and Supervisory Board of <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> declare that the recommendations of the “government<br />

commission German Corporate Governance Code“<br />

were and are complied with apart from the following exceptions:<br />

1. With regard to 4.2.3:<br />

The variable remuneration components of the Management<br />

Board do not envisage any stock options<br />

or similar instruments. A long-term incentive effect<br />

for the Management Board should further primarily<br />

be achieved by such variable remuneration components,<br />

which can be assessed based on the generated<br />

corporate result. The remuneration of the individual<br />

Management Board is thus solely composed of<br />

fixed and performance-oriented components as the<br />

Supervisory Board is of the opinion that stock option<br />

models are only suitable as incentives for the Management<br />

Board to a limited extent. The Management<br />

Board employment contracts do not contain either<br />

regulations with regard to a settlement and its computation<br />

base with a premature termination of the<br />

Management Board activity, nor with regard to a termination<br />

of the Management Board activity as a result<br />

of a change in control. This way in the event of a<br />

premature termination of a Management Board activity<br />

the necessary flexibility is safeguarded in order to<br />

achieve reasonable results of the negotiations which<br />

correspond with the respective concrete situation.<br />

2. With regard to 4.2.4./4.2.5:<br />

An individualised disclosure of the total remuneration<br />

of each Management Board member is not carried<br />

out as the <strong>Annual</strong> General Meeting decided on 17 May<br />

2011 not to disclose the remuneration of the Management<br />

Board members of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> individualised<br />

in the notes of the annual financial statements. This<br />

resolution applies to the fiscal year which started on<br />

1 January 2011 and the four following fiscal years, thus<br />

until 31 December 2015. In the Corporate Governance<br />

report the remuneration system for the Management<br />

Board members is however explained in detail in a generally<br />

understandable form.<br />

3. With regard to 5.3:<br />

The Supervisory Board currently consists of three members.<br />

The formation of committees (audit committee,<br />

nomination committee, etc.) was not useful so far<br />

owing to the size of the Supervisory Board. <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> does not see any need in future either as the joint<br />

Supervisory Board is active itself in all factual questions<br />

and its members also maintain constant contact<br />

outside of the Supervisory Board meetings both<br />

among each other as well as with the Management<br />

Board and can react flexibly to all factual questions.<br />

4. With regard to 5.4.1:<br />

The Supervisory Board is oriented with its proposals<br />

to the election of Supervisory Board members in addition<br />

to the statutory regulations exclusively to the<br />

specialist and personal suitability of the candidates as<br />

well as to appropriate considerations of usefulness –<br />

which promote the function of the Supervisory Board.<br />

This includes for example the affiliation of members,<br />

who have relevant entrepreneurial experiences. The Supervisory<br />

Board refrains from naming more concrete<br />

targets for its composition, especially as the mere naming<br />

of such concrete targets is not necessarily associated<br />

with an improvement in the quality of the Supervisory<br />

Board activity.<br />

53


5. With regard to 7.1.2:<br />

The company prepares the annual or consolidated financial<br />

statements, interim report and interim notifications<br />

in real time. The prime requirement hereby is<br />

a careful preparation of all business incidents in the<br />

group and not in the first place the adherence to certain<br />

deadlines. The thus associated quality requirements<br />

can in an individual case, owing to the international<br />

structure of the group and the thus associated<br />

complexity, lead to the fact that the deadlines recommended<br />

by the Corporate Governance code are exceeded<br />

slightly.<br />

»»<br />

The compliance statements of the last 5 years are<br />

available on the homepage of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, Ulm, in March 2013<br />

On behalf of the Management Board:<br />

Dr. H. Werner <strong>Utz</strong><br />

Thomas Müllerschön<br />

On behalf of the Supervisory Board:<br />

Prof. Dr. Dr. h. c. Brun-Hagen Hennerkes<br />

(Chairman)<br />

Essential events after the close of the fiscal year<br />

The Unihem Group was owned 100% by <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> since<br />

1 January 2013. Unihem d.o.o., Slovenia, generated a revenue<br />

of around Euro 6 million with its distribution companies<br />

Unikem d.o.o., Croatia and Unihem Trading d.o.o,<br />

Serbia in <strong>2012</strong>. The acquisition underpins the strategic orientation<br />

of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> to reinforce the engagement on<br />

international markets. At the same time the forming of a<br />

unit by the subsidiaries in South Eastern Europe enables the<br />

use of synergy effects in marketing, technology and sales.<br />

»»<br />

As of 1 January 2013 <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> acquired the remaining<br />

19.6% of the shares of Løkken AS in Skien and since<br />

this time has held 100% of the Norwegian subsidiary. The<br />

distribution company was able to generate around Euro 6<br />

million revenue on the Norwegian market last year. With<br />

the purchase we are intensifying our presence on the North<br />

European market and reinforcing our efforts to take advantage<br />

of the potential in Scandinavia even more. The<br />

North European states were able to successfully elude the<br />

economic crisis so far and Norway was able to show impressive<br />

growth in the GDP of 3% in <strong>2012</strong>. The purchase<br />

of the remaining shares enables <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> the opportunity<br />

to use this economic growth and to further diversify<br />

and therefore reduce the risk by expansion in crisisproof<br />

countries.<br />

»»<br />

Our Chinese subsidiary in Shanghai, the <strong>Uzin</strong> <strong>Utz</strong> Construction<br />

Materials Co. Ltd., was also acquired by us in<br />

full in the meantime. The take-over was carried out subject<br />

to a condition precedence with the granting of the<br />

necessary approval of the acquisition of the share by the<br />

responsible Chinese authority. After the purchase price<br />

had been paid in <strong>2012</strong> already, this approval and entry in<br />

the register of companies was carried out on 19 February<br />

2013. With GDP growth of 7.7% the Chinese did in fact<br />

slowdown more than expected however is thus still far<br />

above the level of western industrial nations. Due to the<br />

complete take-over of our Chinese subsidiary <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

can take advantage of the possibilities of the Asian market<br />

in full. A lot of money is still invested in the building<br />

sector in China and the sector also grew by 10% in <strong>2012</strong>.<br />

»»<br />

There were no further essential events after the balance<br />

sheet key date.<br />

54


Research and development activity<br />

The expenses for research and development in the group<br />

amounted to EUR 6.6 million (5.2) in <strong>2012</strong>. On average<br />

79 (78) employees were working in the field of R&D, who<br />

jointly contributed to a product innovation ratio of all <strong>Uzin</strong><br />

<strong>Utz</strong> development locations of 55.4% (50.6). Broken down<br />

according to the most important European R&D locations<br />

the following can be reported:<br />

»»<br />

The expenses for research and development in the<br />

<strong>AG</strong> amounted to EUR 4.1 million (3.5) in <strong>2012</strong>. On average<br />

47 (43) employees were working in the whole sector<br />

of Research & Development, who jointly contributed<br />

to a product innovation ratio at the development location<br />

of 62.5% (58.8).<br />

»»<br />

Broken down according to trademarks the following<br />

can be reported:<br />

Trademarks UZIN & codex<br />

In order to not just accompany the success with innovations<br />

from an operative point of view, but also regularly<br />

monitor it strategically, important indicators such as the<br />

innovation ratio were introduced for several years ago already<br />

in order to examine the effectiveness and efficiency<br />

of the R&D activities. Explicitly the 47 (43) employees<br />

employed in the <strong>AG</strong> on average in the period under review<br />

<strong>2012</strong> increased the <strong>AG</strong> innovation ratio compared<br />

with the previous year to the new record value of 62.5%<br />

and a volume which by far exceeded the average for the<br />

industry was thus achieved.<br />

»»<br />

In the highly competitive environment the success of<br />

a company stands and falls with its power for innovation.<br />

The pressure for performance on the R&D departments<br />

is consequently and accordingly high. Profit bringing products<br />

should be produced from innovative ideas as soon as<br />

possible. The creativity of the developers is hereby often<br />

limited by the reality with economic policies. For example<br />

on the one hand rising prices for raw materials have to<br />

be taken into consideration with the development of the<br />

recipes and on the other hand regulatory conditions such<br />

as REACH must be complied with. In addition, the R&D<br />

specialist departments must take the increased demands<br />

of the customers into consideration – also with regard to<br />

the sustainability of the products and their production. For<br />

this reason innovations are an important basic pre-requisite<br />

for the fitness for the future of the company. Against<br />

the background of more and more complex development<br />

processes and a shortage in resources option innovation<br />

approaches are increasingly gaining in importance hereby.<br />

This way risks can be substantially reduced and the development<br />

and commercialisation of new products or applications<br />

be accelerated. The most important feature is<br />

the efficient cooperation with various partners along the<br />

value added chain, also by including academic expertise.<br />

»»<br />

The close connection effects a whole new quality in<br />

the cooperation. Alliances form the basis for the open<br />

communication, which in particular regulate the reciprocal<br />

secrecy of sensitive data. The success of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

with regard to this open innovation approach, which has<br />

been initiated for several years, is also reflected with the<br />

win of a renowned prize in the Best Innovator competition<br />

<strong>2012</strong> / 2013. The invitation to tender with this year’s<br />

focus topic “use of the ability for innovation of suppliers“<br />

was organised by WirtschaftsWoche magazine as well as<br />

the management consultants, which is specialised in the<br />

segment of innovation management, A.T. Kearney and<br />

the Federal Ministry for Economic Affairs and Technology.<br />

The ability for innovation could be proven by qualitative<br />

performance features and selected quantitative performance<br />

key figures. In addition, particularly innovative<br />

approaches were presented and evaluated. A high ranking<br />

jury, represented among others by the President of the<br />

Fraunhofer Society Mr Hans-Jörg Bullinger and the parliamentary<br />

state secretary of the Federal Ministry for Economic<br />

Affairs and Technology Mr Ernst Burgbacher, determined<br />

fifteen finalists nationwide from far more than<br />

one hundred participating companies. The pre-qualified<br />

companies were visited in this cross-industry competitive<br />

environment by representatives of the jury on site in order<br />

to thus determine the best innovators. With the help<br />

of a structured evaluation system <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was chosen<br />

as one of three winners and the very convincing innovation<br />

management performance of the company confirmed.<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, which performed excellent services in<br />

individual disciplines, is presented in the WirtschaftsWoche<br />

and the corresponding prize will be presented within<br />

the framework of a festive event in Berlin on 7 February<br />

2013. The target definition of the global innovation strategy<br />

of the company, which primarily consists of consistently<br />

increasing the technical and financial success of<br />

the customers, was an integral part and basis of the success<br />

achieved here. That the products developed by <strong>Uzin</strong><br />

<strong>Utz</strong> <strong>AG</strong> enjoy maximum recognition in the industry is underpinned<br />

by the survey among publishers “products of<br />

the year”, which was conducted by magazine Fussboden<br />

55


Technik [flooring technology] for the second time already<br />

after 2010. For this purpose more than 1500 German<br />

property managers were questioned about their favourite<br />

products in 35 categories from the flooring industry. It<br />

concerned a non-supported survey, this means no product<br />

names were stipulated and the processors would instead<br />

have to name manufacturers and products themselves.<br />

During the survey <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was able to win the first<br />

place in all categories which are relevant for the field of<br />

installation materials. In the segments “best primer“, “best<br />

levelling compound“, “best dispersion adhesive“ and “best<br />

dry adhesive“ the products UZIN PE 280, UZIN NC 170<br />

LevelStar, UZIN KE 2000 S and UZIN SIGAN 1-3 respectively<br />

secured the first place. In a further assessment the<br />

specialist magazine BTH Heimtextil as a recognised barometer<br />

in the now fourth edition conducted the wholesale<br />

trade survey “installation materials“.40 wholesalers also<br />

cast their vote this time once again for providers of precoats,<br />

levelling compounds and adhesives and assessed<br />

the corresponding manufacturers in 18 individual categories.<br />

As in last surveys in 2007, 2009 and 2011 already<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, in addition to seven first places in corresponding<br />

individual categories, both in the overall assessment,<br />

as well as in the special discipline “power of innovation“,<br />

climbed the highest step of the winner’s platform. These<br />

prizes are the best proof for the fact that <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />

does not just develop excellent products, but these also<br />

deliver value added from the point of view of the customers<br />

and are accepted. These continuously good survey<br />

results are clear proof for the fact that <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> does<br />

not rest on the laurels of the past. The most important<br />

activities are described in more detail below:<br />

I) Product developments<br />

On the whole 20 products with partly excellent properties<br />

were prepared cross-trademark in <strong>2012</strong> for the launch<br />

on the market and the worldwide use:<br />

1) Dry mortar<br />

a) Self-levelling cement compounds UZIN NC 160<br />

New and UZIN NC 150 New as well as codex FM<br />

10 New<br />

In the department R&D dry mortar the focus in <strong>2012</strong> was<br />

above all placed on the new developments of the established<br />

levelling compounds UZIN NC 160 and UZIN NC 150,<br />

which have been successful for many years. Due to its high<br />

commitment the team of R&D dry mortar succeeded in<br />

creating completely newly formulas for both products and<br />

preparing these for the simultaneous launch on the market.<br />

UZIN NC 160, which has been successfully used in the<br />

object field for many years was completely newly developed<br />

by the specialist department R&D dry mortar. It was<br />

possible to further improve the previous product properties<br />

by the created special formula. Special attention was<br />

given to the increased market requirements for pump applications<br />

during the development phase. UZIN NC 160<br />

New shows improved mixing properties and an even better<br />

run. This way a smooth surface with a standard appearance<br />

and colour is produced in the hardened condition.<br />

It is also important for the practical building use that the<br />

drying times could be further optimised with the new development,<br />

the readiness for covering is thus achieved after<br />

20 hours already. As with all new developments the focus<br />

is placed, in addition to the technical aspects, on the<br />

requirements from healthy living construction. The specialists<br />

of the dry mortar development implemented this<br />

to a special extent in UZIN NC 160 New. It goes without<br />

saying that the new C30 levelling compound satisfies the<br />

maximum requirements of the Emicode class EC 1 R Plus.<br />

By a careful selection of the raw materials the UZIN NC<br />

160 New can in addition be distinguished with the “Blauer<br />

Engel“ and will thus become a part of the UZIN ÖKO-<br />

LINE family. At the same time as with the levelling flooring<br />

compound UZIN NC 160 New the newly developed C25<br />

levelling cement flooring compound UZIN NC 150 New is<br />

also available for layer thicknesses up to 10 millimetres and<br />

thus rounds off the UZIN levelling compound programme.<br />

The special requirements with pump applications were also<br />

taken into consideration with this further development. An<br />

even better run as well as a homogeneous surface appearance<br />

mark the new development. Further UZIN NC 150<br />

New with EC 1 R Plus has been advertised and thus satisfies<br />

the maximum Emicode-requirements. In addition, a parallel<br />

and simultaneous localisation of both development<br />

products UZIN NC 150 New and UZIN NC 160 New were<br />

realised for the production locations in France and Poland<br />

for the first time. A special intensive cooperation between<br />

the head office of research and development in Ulm and<br />

the development departments at our production locations<br />

in France (Soissons) and Poland (Legnica) was the pre-requisite<br />

for this. By an extensive exchange of development<br />

know-how both products were prepared for the joint crosscountry<br />

product conversion in March 2013. Thus, corresponding<br />

new developments were simultaneously available<br />

56


for a launch on the market for the first time at three European<br />

production locations of the <strong>Uzin</strong> <strong>Utz</strong> Group. Based<br />

on this extremely successful development strategy for the<br />

UZIN trademark the R&D dry mortar team derived by corresponding<br />

activities the self-levelling smooth compound<br />

codex FM 10 New in order to also be able to retain the pioneering<br />

role in the field of tiles and natural stone in future.<br />

Over the course of this successful technology implementation<br />

the focus was hereby placed, in addition to the<br />

selection of particularly low-emission raw materials, above<br />

all on a further decisive improvement of technical properties<br />

compared with the codex-competitive products. The<br />

benefits of the new quality can be clearly seen. The new<br />

C25-cement compound can be consistently entered in the<br />

successful ecological codex product line ecoTec owing to<br />

the satisfaction of the strictest requirements with regard<br />

to room air quality without any problems. In addition to<br />

the described attributes the new levelling compound for<br />

layer thicknesses up to 10 millimetres above all develops<br />

its strength by an improved run as well as a more homogeneous<br />

surface appearance. The new product by far exceeds<br />

the very high application requirements which can<br />

be found in practice.<br />

b) Self-levelling hybrid compounds UZIN L3 Gold/<br />

UZIN L3 Gold Moisture Control<br />

So-called Bag & Bottle – levelling compounds are especially<br />

very popular in Great Britain. These systems consist<br />

of a mostly dispersion-based liquid component and a<br />

cementitious power component, which are mixed directly<br />

before the processing. Increasing demands for a longer<br />

processing time with at the same time faster accessibility<br />

were taken into consideration by the R&D dry mortar<br />

department in the newly developed UZIN L3 Gold powder<br />

component. Together with the revision of the liquid component,<br />

which has become necessary at the same time,<br />

the market launch was carried out in <strong>2012</strong>. By this new<br />

development the specialists in the development departments<br />

dry mortar and liquid products succeeded in also<br />

realising substantial advantages compared with competitive<br />

products. UZIN L3 Gold is distinguished by a faster<br />

accessibility and a faster readiness for covering. In addition<br />

the specialists succeeded in substantially improving<br />

the spreading properties and in decisively increasing the<br />

compressive strengths. As UZIN L3 Gold Moisture Control<br />

in combination with a further liquid component, which<br />

was especially developed for this purpose, the system can<br />

now also be used in areas with a high burden from damp.<br />

c) Steady cement levelling turbo compound UZIN<br />

NC 880 New<br />

In the period under review UZIN NC 880, which has been<br />

used for many years as a repair compound for the fine<br />

smoothing and filling work before floor covering work, was<br />

successfully launched on the market in a completely new<br />

formula. By a new, innovative bonding system the company<br />

succeeded in improving the properties of the product<br />

even further. Besides easier mixing properties and<br />

a further refined surface structure with finish character<br />

UZIN NC 880 New is distinguished by an even quicker full<br />

hardening, in particular on dense substrates. The special<br />

highlights of the new development are the freedom from<br />

marking and the classification into the best Emicode classification<br />

EC 1 R Plus.<br />

d) Quick setting flex-bonding mortar codex Power<br />

RX 6 Turbo<br />

Codex Power RX 6 Turbo was prepared for the launch<br />

on the market for demanding installation requirements.<br />

Thanks to the newly developed special formula the laid<br />

tile areas are accessible and available after two to three<br />

hours already. Even with low temperatures the product<br />

hardens fully very quickly and allows the tile layer sufficient<br />

outstanding time for the processing. In addition the<br />

consistency of the smooth flexible mortar, which can be<br />

easily processed, can be set variable owing to its broad<br />

water window and adapts to the individual needs. This<br />

way unevenness up to 10 mm can be compensated for<br />

and large-scale tiles and slabs can be laid both in the thin<br />

bed as well as in the flow bed procedure. The new quick<br />

bonding mortar codex Power RX 6 Turbo satisfies according<br />

to DIN EN 12004 the increased requirements C2 FT<br />

S1 and owing to its high flexibility is marked with the flex<br />

mortar diamond. Great importance was attached to the<br />

emission behaviour during the new development already.<br />

By the qualification and the use of suitable raw materials<br />

a classification into the best Emicode-class EC 1 R<br />

Plus could be achieved. According to the demand of codex<br />

from healthy living products this bonding mortar can<br />

be advertised for healthy living construction according to<br />

the SHI-Standard (Sentinel-Haus concept). In its unique<br />

overall performance the new product which can be adjusted<br />

variably gives the processor quickness and security<br />

at the same time.<br />

57


e) Overseas support for the Polish Production Company<br />

and localisation of codex Power Plus and<br />

UZIN NC 182<br />

In order to receive contact to new customers and create<br />

even better access to important international markets it<br />

is all the more important to make harmonised properties<br />

available for certain products worldwide. For this reason,<br />

in addition to the activities described above for the localisations<br />

UZIN NC 150 New and UZIN NC 160 New the<br />

holding laboratory in Legnica is additionally and actively<br />

supported by the parent company in Ulm. Thus the installation<br />

materials UZIN NC 182 and codex Power Plus<br />

could be adapted to the high quality standard of the respective<br />

corresponding German product performance and<br />

both recipes set with local raw materials for the market<br />

launch in 2013.<br />

2) Liquid products<br />

a) Universal dispersion adhesive UZIN KE 16<br />

Tighter emission requirements required a re-formulation<br />

of the tried and tested product UZIN KE 15 in the period<br />

under review. The result of an extensive development activity<br />

is UZIN KE 16, a thread-forming dispersion adhesive<br />

with short open time for the universal application on<br />

absorbent substrates. In addition to textile and PVC/CV<br />

coverings linoleum coverings can also be securely glued in<br />

widths up to a thickness of 2.5 millimetres. The new product<br />

thus has an extremely broad range of applications.<br />

UZIN KE 16 complies with the strictest ecological requirements<br />

Emicode EC 1 Plus and is convincing both with a<br />

very good initial strength as well as a moderate consumption<br />

and a balanced price-performance ratio. Compared<br />

with universal adhesives of the competition UZIN KE 16<br />

offers much better properties with regard to processing,<br />

binding properties and final strength.<br />

b) UZIN universal fixture New<br />

A very high share of the range of products of <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> do in fact have the environmental seals Emicode EC<br />

1 and EC 1 Plus, which is highly esteemed in the laying<br />

trade and distinguishes the products as having very low<br />

emissions, however among the population the degree of<br />

awareness of the Blaue Engel is considerably higher. For<br />

this reason the recipe of the UZIN universal fixture was<br />

completely revised in order to be able to market the product<br />

both with the mark Emicode EC 1 Plus as well as with<br />

the Blaue Engel in future. UZIN universal fixture New is<br />

a product which is soluble with water again for PVC and<br />

textile coverings, it can be used on new substrates and directly<br />

on coverings, such as for example on PVC, Linoleum,<br />

Terrazzo and stone. The new development is distinguished<br />

compared with the competitor products above all<br />

by a consistently better ability for processing and a very<br />

good resolubility with water. Compared with the predecessor<br />

version it additionally has benefits with regard to<br />

subsequent adhesive ability as well as a broader range of<br />

applications. The resoluble fixation in a new quality is at<br />

the same time a member of the ÖKOLINE family and for<br />

this reason does not just satisfy all pre-requisites in particular<br />

for the use in the private sector.<br />

c) Two-component (2-K-) epoxy-resin primer UZIN<br />

PE 460 New<br />

By the selection of particularly low-emission raw material<br />

and the implementation of a new future-oriented<br />

binding technology the recipe of the product, which has<br />

been reliable for more than two decades, <strong>Uzin</strong> PE 460 was<br />

brought to the lowest possible emission level. The new<br />

epoxy-resin primer thus belongs to the few epoxy-resin<br />

primers on the market, which satisfy the new and tightened<br />

VOC requirements according to Emicode EC1 R Plus.<br />

The field of application and the properties were additionally<br />

improved. UZIN PE 460 New is above all convincing<br />

by the very good ability for processing, an excellent wetting<br />

of the substrate, an excellent adhesion on all relevant<br />

substrates, a secure full hardening also under unfavourable<br />

climatic conditions – up to 5 °C - and by an excellent<br />

water-vapour-proof effect. Compared with the customary<br />

epoxy-resin-primers on the market UZIN PE 460 New<br />

features a substantially reduced smell during the processing<br />

and has practically no smell after the full hardening.<br />

The new primer is further above all distinguished compared<br />

with competitive products on the epoxy-resin basis<br />

with the same marking by a much smoother and faultfree<br />

surface, this means without pinholes, and this also<br />

under unfavourable climatic conditions.<br />

d) Two-component (2-K-) epoxy-resin adhesive<br />

UZIN KR 421 New<br />

The special adhesion UZIN KR 421 was set by a fundamental<br />

new formula to the extent that in future it can<br />

on the one hand be sold with the general licence under<br />

building supervision law, which is obliged for the German<br />

market, and on the other hand additionally and ex-<br />

58


cellently satisfies the requirements of the Emicode EC 1<br />

R Plus. The new 2-K-epoxy-resin adhesive is distinguished<br />

by its highly varied application properties and is predestined<br />

for the laying of all customary elastic floor coverings<br />

in internal, external and wet areas with high use.<br />

UZIN KR 421 New is in particular suitable for the laying<br />

of design coverings on laying underlays. The new formula<br />

is distinguished compared with competitor products<br />

on epoxy-resin basis above all by the much easier ability<br />

for spreading and substantially more versatile adhesive<br />

properties.<br />

e) Two-component (2-K-) silicate casting resin<br />

UZIN KR 516<br />

Pseudo-joints and cracks in screeds may not simply be<br />

levelled and filled with compound; otherwise by the movements<br />

of the screed the floor covering above this can<br />

partly be substantially damaged. Typical damaging patterns<br />

are cracks in ceramic tiles or so-called “worm creases“,<br />

which appear as bulging-type elevations above the<br />

cracks, which have not been sealed in a qualified manner<br />

for example with PVC or rubber floor coverings. An interdisciplinary<br />

solution to the problem was jointly drawn up<br />

in this respect with the specialist units technical customer<br />

service and product management cross-sector and<br />

with the injection and casting resin UZIN KR 516 the range<br />

of products was extended by a new, low-odour silicate<br />

resin. The new product does not just seal cracks and<br />

pseudo-joints with widths up to five millimetres in mineral-based<br />

screeds, also with underfloor heating, securely<br />

and permanently, but is additionally still particularly<br />

easy to handle. In addition it hardens very quickly to<br />

form a tight bond. For mixing the component B is poured<br />

into the component A and briefly shaken hard. The material<br />

begins to react with each other during this mixing<br />

process already and after around 45 minutes the silicate<br />

casting resin hardened so much already that further<br />

work can be carried out on this such as the application<br />

of levelling compounds. By the mixing ratio of 1:1 the<br />

initially mixing of partial quantities is also easy. In addition<br />

to the easy handling the new product also has the<br />

benefit that it represents a pleasant low-odour alternative<br />

on the building site to the still widely used variants<br />

with the intensive smells such as methacrylate and polyester<br />

casting resins. The new product is solvent-free<br />

and has a very low-emission and satisfies the maximum<br />

VOC requirements with regard to Emicode EC 1 R Plus.<br />

3) Raw material substitutions<br />

Raw material projects were also among the time-consuming<br />

tasks of both development departments which were<br />

not to be neglected in <strong>2012</strong>. By production relocations of<br />

raw material suppliers and no longer available raw materials<br />

numerous products of the trademarks UZIN and codex<br />

had to be adjusted by the two development teams<br />

to alternative raw material qualities in the period under<br />

review. In close cooperation with the suppliers the developers<br />

are in addition always searching for new innovative<br />

raw materials. The aim hereby is the consistent further<br />

development of the products in order to be ahead of the<br />

market. In addition, economic aspects and issues of supply<br />

security and of the risk management are also constantly<br />

taken into consideration.<br />

II) Further development of the R&D innovation<br />

process<br />

An important aspect which the R&D specialist departments<br />

are permanently working on is the benchmark “time<br />

to market“ for new products. The focus is placed on the<br />

question here: How can product ideas be implemented into<br />

successes on the market as far as possible? For this reason<br />

the standardised R&D innovation process was further developed<br />

in the past year which guarantees that the ideas<br />

are assessed even more systematically still with immediate<br />

effect. It is very decisive here to trigger off the corresponding<br />

innovations even quicker whereby these can<br />

be initiated in very different ways. Important triggers for<br />

innovations are scientific or technological breakthroughs,<br />

also called technology push. No doubt the R&D departments<br />

are in particular demanded here. Only this way is<br />

it possible to keep up the high speed, in which groundbreaking<br />

innovations are demanded and admitted by the<br />

market and above all to avoid setbacks by the absolute<br />

orientation to the market and customers. All of these generated<br />

ideas, which are put on the shortlist, must be subjected<br />

to further extensive examinations, for example an<br />

ability for patent protection. A good idea only becomes<br />

an innovation if this can be successfully implemented into<br />

a concrete marketable product. In order to implement in<br />

real terms and to make the R&D innovation process even<br />

more successful a whole bundle of measures was initiated.<br />

Project teams, innovation workshops as well as “spinning<br />

corners“ were established and the path from the generation<br />

of the idea to interdisciplinary forums to the market<br />

launch was manifested. Further the pre-requisites were<br />

59


created for the introduction of a “sabbatical for innovation“.<br />

This means R&D employees could exclusively look<br />

into a certain innovation in future for a certain period of<br />

time, disconnected from the daily business. The support<br />

of the creative search for ideas by formal structures and<br />

systematic processes should serve in addition to generated<br />

optimum results with ideas with a high potential.<br />

These activities were accompanied by a new conceptual<br />

design of the corresponding invention report process.<br />

On the one hand innovations thus become a quality task<br />

internally and the employees develop themselves at the<br />

same time to become innovators thus reinforce the power<br />

of innovations of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in the long-term. On<br />

the other hand important signals are set externally hereby<br />

extern for the marketing for innovative and imagepromoting<br />

unique selling propositions.<br />

III) Quality control<br />

The production and provision of high-quality products<br />

by <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is an important pre-requisite in order to<br />

enable a secure and as high as possible efficiency with the<br />

processing by the tradesmen. Ideal test conditions for the<br />

corresponding quality assessment are provided in this respect<br />

by the test laboratories in Ulm. The requested product<br />

and raw material properties are intensively tested for<br />

their functional capability under constant and different<br />

conditions as the requirements from modern products<br />

are manifold as known. The product quality of <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> which is esteemed worldwide is above all also the result<br />

of the extremely cautiously working employees of the<br />

quality control specialist department, who localise possible<br />

deviations from the plan in the finished product inspection<br />

and in the incoming inspection of raw materials<br />

in order to intervene and correct such faults and to implement<br />

recognised improvements immediately by instructions<br />

for action. This means that by very many systematic<br />

measures the quality level is raised in determined,<br />

large and also valuable small steps and hereby a very high<br />

contribution is made to the quality leadership in the segment<br />

of installation materials. This also includes the consistent<br />

compliance with stipulated test conditions so that<br />

the raw materials which are to be tested and finished products<br />

are assessed under strict equal pre-requisites. The<br />

project, which was already initiated in the past few years<br />

together with the specialist department R&D International<br />

and which is extremely important for the international<br />

expansion “to produce corresponding product groups,<br />

which are produced at various locations within the <strong>Uzin</strong><br />

<strong>Utz</strong> Group, worldwide according to identical standards and<br />

to monitor these identically everywhere “, was implemented<br />

to a large extent in the period under review. Further<br />

product and raw material groups were effectively integrated<br />

into the project. The appropriateness and efficiency<br />

of the harmonisation of test methods and specifications<br />

at the various production locations is currently being examined<br />

by internal audits under the management of the<br />

specialist department quality control of the parent company<br />

within the <strong>Uzin</strong> <strong>Utz</strong> Group. The results in this respect<br />

will be assessed centrally and further potentials for improvement<br />

identified by coordination with the responsible<br />

persons for quality assurance of the subsidiaries. A further<br />

project at the Ulm location deals with the tightening of<br />

the spent costs and the complexity of the projects in the<br />

incoming goods from components supplies in cooperation<br />

with the suppliers without neglecting the process security.<br />

In the known and strict annual intervals the certification<br />

company EQ-Zert also examined <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in<br />

the period under review with regard to the requirements<br />

of the quality standard ISO 9001 and the environmental<br />

standard ISO 14001. In its report the auditors came to the<br />

conclusion that both the quality management – as well<br />

as the environmental management system have achieved<br />

a high degree of maturity and perfection. The certifications<br />

for the Ulm location could therefore be extended<br />

once again to an unlimited extent and without determination<br />

of any deviations. <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has now been using<br />

the ISO 9001-Logo without interruption since 1994 and<br />

thus the longest in the direct comparison with other installation<br />

material manufacturers.<br />

IV) Sustainability<br />

Since 2009 <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has been in the position, with the<br />

help of the individualised environmental product declarations<br />

(EPDs), published by it as the first company in the<br />

industry - and still with unique selling propositions -, to<br />

provide the quantified proof of the environmental-friendliness<br />

of developed products. The aim of EPDs is to assess<br />

buildings under sustainability aspects from a quantitative<br />

point of view, an aspect, which within the framework of<br />

building certifications, e.g. according to DGNB criteria, is<br />

increasingly gaining in significance. The basis of an EPD is<br />

a full product ecological balance, which is created based<br />

on European standards (ISO 14040 as well as ISO 14025).<br />

The ecological balance supplies data concerning certain<br />

60


environmental implications of the product, such as for<br />

example the CO2-balance (“Carbon-Footprint“) as well<br />

as other parameters. The EPDs themselves do not make<br />

an assessment, however owing to the standard structure<br />

render various products comparable with each other. Moreover,<br />

they allow the architects and planners to calculate<br />

a total balance for the building from the multitude<br />

of individual products. In order to facilitate the planning<br />

of sustainable buildings the German Society for Sustainable<br />

Building (DGNB) has developed the DGNB navigator.<br />

The online database makes the necessary information<br />

about sustainable building products available in<br />

a bundled manner. The first products, which met these<br />

strict criteria of the list, include all products of <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> with EPDs. Without a great deal of research work the<br />

deposited data supply comprehensive information relating<br />

to these installation materials to architects and planning<br />

with full ecological balances. The ecological dimension of<br />

the sustainability of the products of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is thus<br />

impressively proven and documented in an understandable<br />

manner for outsiders. The next step was initiated in<br />

the period under review in order to make ecological quality<br />

of the corresponding products more understandable<br />

for the user in future than described in the EPDs. Two<br />

different approaches were pursued for this purpose. On<br />

the one hand a sustainability profile was created, which<br />

shows the user at one glance whether he is dealing with<br />

a particularly environmentally-friendly, sustainable product,<br />

which during its production, processing and application<br />

encumbers the climate as little as possible. It is to<br />

be emphasised that no additional product seal is created<br />

with the sustainability profile. Merely differences in the<br />

range of products of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are to be demonstrated<br />

with the profile. This gives interested customers the<br />

possibility for the first time to be able to assess and choose<br />

products not exclusively under technical or health aspects,<br />

but also under the aspects of sustainability. In addition,<br />

the aim is consistently pursued to harmonise the<br />

requirements from technical performance and sustainability<br />

and to create an “actual sustainability value“. On<br />

the other hand the conceptual design and implementation<br />

were prepared in accordance with sustainability datasheets.<br />

The fact that building owners, tradesmen, planners<br />

as well as increasingly also end customers make enquiries<br />

more and more frequently for data concerning the environmental<br />

performance, the sustainability and regarding<br />

the interior hygiene of products, gave the reason to crea-<br />

te a product-related information sheet, that makes these<br />

data available in a compressed, however nevertheless<br />

transparent form. This sustainability datasheet does not<br />

just provide information about the emission behaviour of<br />

a product, it additionally also provides information about<br />

the shares of natural or renewable raw materials in the<br />

product and it provides information about the ecological<br />

balance, such as for example relating to the CO2-greenhouse<br />

potential. Finally it makes the product-related building<br />

certification data available according to DGNB, LEED<br />

or BREEAM which are also very important for the planner<br />

of sustainable buildings. This datasheet which is unique<br />

in its kind thus provides comprehensive sustainability information<br />

for the various target groups. The document is<br />

available for downloading on the homepage of <strong>Uzin</strong> <strong>Utz</strong><br />

<strong>AG</strong> with the respective product.<br />

»»<br />

In a further project <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> supports the foundation<br />

professorship “sustainable know-how, sustainable education,<br />

sustainable economic activities“ at the University<br />

of Ulm. In cooperation with the initiative committee of<br />

Ulm sustainable business development the research project<br />

“network of responsibility in small- and medium-sized<br />

enterprises in Ulm“ was started, the topic of which is the<br />

social responsibility of small- and medium-sized enterprises<br />

(Corporate Social Responsibility - CSR). Within the<br />

framework of the project the environmental management<br />

standard ISO 26000 is to be transferred into an understandable<br />

concept and implemented in small- and medium-sized<br />

enterprises.<br />

61


UZIN – switchTec<br />

World innovation & application for patent<br />

Contact adhesives which contain solvents are usually used<br />

today for gluing soft PVC-base boards and profile sections<br />

as well as PVC cavity grooves. These pose both a burden<br />

on the processor, the living climate and the environment<br />

in general. Moreover, there are big disadvantages with<br />

this installation method: Plasticiser flow leads to a high<br />

dimension change conduct of these base boards, the result<br />

in shrinking up to detachment. Moreover, discolouring<br />

often occurs with the covering surfaces.<br />

»»<br />

Modern, water-based contact adhesives only offer a<br />

practical solution to a limited extent as these are often<br />

awkward in the application and require long drying times.<br />

Dry adhesive solutions also failed so far due to the low dimension<br />

stability of the based boards and the impairment<br />

to the adhesive caused by the migration of the material.<br />

»»<br />

With the revolutionary new development <strong>Uzin</strong> Remur,<br />

for which a patent has been applied for soft PVC base<br />

boards and profile sections as well as PVC cavity grooves<br />

can now be glued quickly, clean and by stabilising the dimensions.<br />

Remur is a metal-reinforced adhesive system,<br />

in the widths 45, 55 and 95 mm, which permanently resists<br />

dimension changes and effectively prevents migration<br />

of material. The base boards and coverings made of<br />

soft -PVC thus retain – guaranteed – their stated dimensions.<br />

In interaction with soft PVC Remur is not impaired<br />

and has a dimension-stabilising effect, this way detachments<br />

can be excluded. Typical covering discolouring as<br />

connected with neoprene adhesives which contain solvent<br />

are also prevented effectively.<br />

»»<br />

<strong>Uzin</strong> Remur complies with the TRGS 610 and makes<br />

both a contribution to the health of the processor as well<br />

as with the eco-label EMICODE EC1 PLUS: “very lowemission<br />

PLUS“ a contribution to the living health and<br />

interior hygiene.<br />

»»<br />

The patent protection allows us to protect the many<br />

years of research and development investments and to<br />

expand the unique market position.<br />

Further improvement of the surface area adhesives<br />

Sigan 123<br />

After the Blue Engel (Der Blaue Engel) and EC1 plus the<br />

switchTec-products Sigan 1, 2 and 3 were further developed<br />

for the surface area adhesion of floor coverings and<br />

their range of applications was substantially extended.<br />

With Sigan 1, 2 and 3 rubber floor coverings of renowned<br />

manufacturers, Enomer coverings as well as coverings with<br />

sensitive dimensions such as Flotex or woven vinyl can<br />

now also be glued quickly, clean and permanently. Sigan<br />

thus meets to an even higher extent the requirements<br />

of the customers and market and offers worldwide the<br />

best possible alternative to customary laying methods.<br />

switchTec-socket solutions & Blauer Engel<br />

With regard to the <strong>Uzin</strong> Ökoline [ecoline] our dry adhesive<br />

solutions were designed even more environmentally-friendly<br />

for socel solutions. The new systems Contact,<br />

Goman 50/90 and Goman 240 as well as Steptec<br />

150/220 satisfy the requirements for the Blauer Engel.<br />

<strong>Uzin</strong> thus offers as so far the first manufacturer of dry<br />

adhesives on the market socket and staircase systems,<br />

which are distinguished with the Blauer Engel. The list<br />

of the switchTec-adhesive technology could thus be extended<br />

for the market. Also with the status 4 February<br />

2013 the <strong>Uzin</strong> switchTec- adhesive solutions are the<br />

only dry adhesive products with “Blaue Engel“ according<br />

to RAL-UZ 113.<br />

switchTec-socket soluctions & general licensing<br />

under building supervisory law<br />

After all dry adhesives for the surface area adhesion of<br />

floor coverings were granted the licence under building<br />

supervisory law the systems for the dry adhesion of wall<br />

sockets and staircase coverings were also applied for.<br />

The environmentally-friendly formulas with regard to<br />

interior hygiene and healthy living room climate enable<br />

the licensing for the use in recreation rooms. The offer<br />

of dry adhesive solutions with the Ü-sign is thus extended<br />

and rounded down.<br />

switchTec-socket solutions & EMICODE<br />

environmental seal<br />

The systems Toptac, Bullran, Goman, Contact and Steptec<br />

were designed even more environmentally-friendly<br />

and now also feature the environmental seal EMICODE<br />

EC1 PLUS: “very low-emission PLUS“.<br />

»»<br />

After the surface area products Sigan1, Sigan2 and Sigan3<br />

as well as Sigaway the dry adhesives Supertape7900,<br />

Remur and the afore-mentioned socket and staircase products<br />

now already satisfy the requirements of the highest<br />

EMICODE class. <strong>Uzin</strong> thus offers as the sole provider such<br />

a comprehensive and in itself conclusive range of environmentally-friendly<br />

distinguished dry adhesive systems.<br />

62


Wolff trademark<br />

The parquet slot milling machine was developed for the<br />

parquet machine range. The machine subsequently mills<br />

in the event of renovation the chamfers from country style<br />

planks in order restore the typical rustic appearance.<br />

The parquet grinding machines Cobra 09 and Gecko Star<br />

were subjected to a dust test and successfully substantially<br />

fell short of the threshold value.<br />

»»<br />

A new groove cutter was developed for the Wolff range.<br />

The EF135 is designed for cutting mineral-based materials.<br />

With an output of 1400W, a cutting depth of 35mm<br />

and an undercarriage it is oriented to the needs of the<br />

professional floor layer. It is impressive by very low-dust<br />

working and handy ergonomics. The product design of<br />

the new EF135 was already distinguished by winning the<br />

Good Design Award <strong>2012</strong> in Chicago.<br />

»»<br />

In the field of manual tools for elastic floor coverings<br />

the newly developed Rail-Cut supplements the range of<br />

products of the Wolff trademark. The cutting device, guided<br />

on a rail, enables exact double seam cuts of soft floor<br />

coverings. It was launched on the market in March 2013.<br />

»»<br />

The new stripper generation was presented at the trade<br />

fairs Bau in Munich and Domotex in Hanover under the<br />

working title Turbo VR. The special features of the electrically<br />

operated machine are a high surface area performance<br />

and effective working with high operating comfort.<br />

This is achieved with the 2-hand-joystick remote control.<br />

The machine drives forwards and backwards, can be steered<br />

and is very mobile. Due to the remote control it is absolutely<br />

vibration-free for the operator. Various aids facilitate<br />

the change in knives, the effective separation cut<br />

of the coverings and the transport on the building site.<br />

»»<br />

The innovation ratio of the Wolff company (share of<br />

the products of the total revenue, which are younger than<br />

three years) amounted to 11.5% in <strong>2012</strong> (13.2).<br />

Pallmann trademark<br />

The replacement of raw materials which was started in<br />

2010 due to the REACH regulations also continued in<br />

<strong>2012</strong>, which led to new development in the aqueous or<br />

oil-based sector with the objective to achieve improvements<br />

in the optical properties as well as in the application<br />

of the systems.<br />

»»<br />

Floorings in a wooden appearance currently dominate<br />

the German residences. If the customer invests in real<br />

wood parquet the focus is mostly placed on the natural<br />

appearance. In order to underpin this, the new solventfree<br />

oil-based primer PALL-X 333 can be used. It ensures<br />

a strong wooden grain accentuation and thus emphasises<br />

the characteristic grain and colour of the wood. The<br />

parquet can be seen in natural, intensive and at the same<br />

time warm colours. PALL-X 333 can be easily applied with<br />

a spatula on the prepared parquet surface. The hardener<br />

component of the primer favours a quick drying so that<br />

the layer can paint the primed surface with a Pallment<br />

wood flooring lacquer after 12 hours already. To be emphasised<br />

for this technology is the short drying time. The<br />

oil-based primer is suitable for all ground and cemented<br />

parquet floors as well as for parquet on underfloor heating.<br />

»»<br />

A further important key word is flexibility, which the<br />

parquet layer wishes to have both in the application as<br />

well as in the warehousing. Thanks to the new Pallmann<br />

Variotec technology PALL-X Extreme can be used as onecomponent<br />

or two-components. The water-based wood<br />

flooring lacquer can be used in all places where parquet<br />

floors are exposed to normal loads up to very high loads.<br />

As 1K-Version PALL-X Extreme can be used for normal to<br />

highly used parquet floors with a good resistance against<br />

mechanical and chemical loads. As 2K-Version – with the<br />

hardener component B – a use is also possible in areas<br />

subjected to a very high load, such as frequently visited<br />

shops or pubs and restaurants. The new technology was<br />

developed in cooperation with selected customers, who<br />

were involved in detailed practical tests and gave valuable<br />

feedback to the developers.<br />

»»<br />

Further research activities were carried out in the adjustment<br />

of the products to the markets outside of Germany.<br />

The products were further developed for the various<br />

requirements, albeit owing to statutory stipulations in<br />

the countries or various application techniques. One example<br />

for this is the launch of PALL-X Zero on the Dutch<br />

market. In order to satisfy or exceed requirements of the<br />

market with regard to the solvent content the new water-<br />

63


ased, solvent-free 2K-System PALL-X Zero was developed.<br />

Its solvent-free formula underpins the environmental<br />

aspect demanded by many private users and thus distinguishes<br />

itself from all systems currently on the market.<br />

Jordan trademark<br />

It can still be observed that the trend towards natural oiled<br />

furniture surfaces, which are distinguished by a special emphasis<br />

of the colour and structure of the wood, continues<br />

unimpeded. In order to take this into account the focus<br />

was placed on the research activities at Jordan lacquers<br />

in the development of new colour systems, which open<br />

up completely new possibilities for the carpenter and joiner<br />

trade in the design of wooden surfaces.<br />

»»<br />

With the first coloured and VOC-free oil, DECO-OIL-<br />

COLOR 662 from the Jordan lacquers DECOLINE, completely<br />

new possibilities are offered in the design of items of<br />

furniture. With only 7 different basic colours (white, yellow,<br />

green, red, blue, brown, black) a multitude of colour<br />

settings is possible. The basic colours can of course be<br />

mixed with each other for the creative design of the furniture<br />

surfaces! The structure pattern of the wood types<br />

is retained and it prevents an unwanted raising of wood<br />

grain. The surface is given a satin-like shine and is convincing<br />

by excellent light-resistance. The DECO-OIL-COLOR<br />

662 can be used both with and without hardener component.<br />

The mixing ratio with the DECO-OIL-Hardener is<br />

10:1. The addition of the hardener improves the resistance<br />

against damp and customary household dirt.<br />

»»<br />

The design possibilities of the transparent lacquers<br />

were also decisively improved by an additive. CLASSIC-<br />

COLOR-CONCENTRATE (8 basic colours) are very lightresistant,<br />

transparent colour solutions for the self-colouring<br />

of our transparent lacquers which contain solvent.<br />

They are mostly added in additional quantities of approx.<br />

0.3 to 0.5% to the corresponding primers, lacquer layers<br />

or finish lacquers.<br />

»»<br />

A further focus of the research activities at Jordan lacquers<br />

was placed on the continuation of the reduction in<br />

solvent contents in the product systems. The share could<br />

partly be reduced without limiting the optical properties.<br />

RZ trademark<br />

In the field of the RZ trademark the Turbo Protect concept,<br />

a low-solvent 2K- sealing was further improved and<br />

optimised for the high-quality long-term protection of<br />

elastic floor coverings (RZ Turbo Protect Plus as low-solvent<br />

product for the professional user and RZ Turbo Protect<br />

Zero as a completely solvent-free product also suitable<br />

for the private user). The degrees of matting of the<br />

systems were thus revised and the spreading improved.<br />

The surface above all with the RZ Turbo Protect Plus now<br />

appears fully matt and is very durable so that the product<br />

would also be suitable for other applications.<br />

»»<br />

Newly launched this year was the product RZ initial<br />

cleaner, a special product for satisfying the VOB DIN<br />

18365 for the use by the tradesman /specialist at the end<br />

of the laying work of elastic or sealed floor coverings. The<br />

RZ initial cleaner is ready for application and can be used<br />

directly on the building site without thinning or mixing.<br />

»»<br />

Also new is the RZ Refresher, a 2-component synthetic<br />

resin which one can use for remedying small tears and<br />

scratches in the surface of floor coatings. The resin fills<br />

the cavities with a transparent material and has the damages<br />

disappear optically. After the hardening of the 2Kresin<br />

the repaired place has an extremely high load bearing<br />

capacity.<br />

»»<br />

A further focus was placed on the optimisation of existing<br />

recipes. The range was improved and tightened and<br />

several products were optimised with regard to the application<br />

in the European markets.<br />

Arturo trademark<br />

Arturo guarantees unique coatings, as each room makes<br />

other demands from the floor. Our range of products<br />

extends from self-levelling floor coating to coloured or<br />

transparent sealings up to pebble floors, mortar floors<br />

and slurries. A floor must be safe, wear-resistant, durable,<br />

representative or even fascinating, depending on the<br />

function of the rooms and individual wishes. Particularly<br />

where people spend time nothing may be left to chance.<br />

Arturo offers these securities.<br />

»»<br />

The focus is of course placed on health in the working<br />

and living environment. Therefore, our whole range of products<br />

is completely solvent-free. By external and own monitoring<br />

it is ensured that no harmful substances are released<br />

as required according to the VOC-guidelines. Since<br />

the middle of the year there is the licensing for two systems<br />

under building supervision law according to AgBB.<br />

64


It concerns the PU2030 system and the PU2060 system.<br />

Both systems are certified and licensed for the use in recreation<br />

rooms.<br />

»»<br />

The focus of the research activities for supplements<br />

to the range at Arturo was placed in the development of<br />

Arturo products for the German market. There were also<br />

improvements with existing products.<br />

»»<br />

Newly developed was Arturo Ballotini, transparent full<br />

glass balls for achieving slip-resistant sealing surfaces,<br />

mixed with Arturo EP3950. The product is tested with<br />

slip-resistant class R10.<br />

»»<br />

A further new development is Arturo thixotropic agent,<br />

a high-quality thixotropic agent based on polyethylene.<br />

With this additional product self-levelling floor coatings<br />

can be made thixotropic in order to repair small damages.<br />

»»<br />

The new Arturo matting agent is used in order to matt<br />

the epoxy self-levelling coating in large industrial halls<br />

and to make it slip-resistant. It is tested in the system<br />

EP2500 with matting agent and received the result slip<br />

resistance class R9.<br />

»»<br />

Arturo EP6601 construction resin is a new and quicker<br />

primer.<br />

»»<br />

Arturo has had a robust structural floor coating in the<br />

range since 1 November <strong>2012</strong>. With this product based on<br />

epoxide old industrial floors can be renovated relatively<br />

reasonably priced and easily. The product Arturo EP3280<br />

has been developed and launched for this application. The<br />

Arturo EP3280 structured floor is located with regard to<br />

the condition between a roller coating and a self-levelling<br />

floor coating. The 2-component product is thicker<br />

and therefore more abrasion resistant than a sealing. It<br />

has a knob-structure and shiny appearance. This product<br />

is among others low-odour which represents a major benefit<br />

compared with the competition.<br />

»»<br />

With Arturo EP2480 self-levelling floor coating, electrically<br />

conducting (2-K, EP) and Arturo EP6400 electrically<br />

conducting primer (2-K, EP) Arturo offers the new<br />

floor system Arturo EP2480, for self-levelling electrically<br />

conducting floor coating, which among others are used in<br />

technical rooms and explosion-protected areas. This system<br />

replaces the previous system Arturo EP2400. The surface<br />

of Arturo EP2480 self-levelling floor coating is smoother<br />

and tighter by the use of carbon fibres. The carbon fibres<br />

are added in the new self-levelling floor coating in addition<br />

to the coloured A-components, this facilitates the<br />

processing of the product. The Arturo floor system consists<br />

of a primer of Arturo EP6200 scratch coat. Conduc-<br />

ting belts made of copper are affixed to this scratch coat.<br />

After this the new Arturo EP6400 electrically conducting<br />

primer and as final layer the Arturo EP2480 for self-levelling<br />

electrically conducting floor coating are applied. The<br />

Arturo EP2480 floor system satisfies the standards DIN<br />

EN 61340-5-1 and DIN EN 1081.<br />

»»<br />

The Arturo PU2030 for self-levelling floor coating has<br />

been further developed and now has an even better ventilation.<br />

It is currently one of best products on the market.<br />

65


Existing branches, plants, representations<br />

The participation structure and the locations of the holding<br />

companies in the group can be seen from the presentation<br />

“shareholdings“ in the notes.<br />

»»<br />

The <strong>AG</strong> has in addition to the location in Ulm a further<br />

production plant still in Vaihingen/Enz. Exclusively machines<br />

of the WOLFF trademark are produced here.<br />

»»<br />

Moreover there is a representation in Minsk, Belarus.<br />

»»<br />

In addition <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has throughout Germany two<br />

service centers still. These are training and communication<br />

centers for tradesmen, the trade and object managers at<br />

strategically important locations in Dresden und Munich.<br />

»»<br />

The French holding company with registered seat in<br />

Soissons moreover operates a sales and distribution office<br />

in Paris.<br />

Special features group management report<br />

»»<br />

All companies now included in the consolidated financial<br />

statements are of insignificance of the consolidated<br />

financial statements.<br />

Ulm, 14 March 2013<br />

The management board<br />

66


Visit us at:<br />

www.uzin-utz.com<br />

Investor Relations Internet Service<br />

<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> financial report for the year <strong>2012</strong> is available as<br />

PDF-file for download.<br />

Please visit www.uzin-utz.com, category “Investor Relations”.<br />

Imprint<br />

Published by<br />

<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft<br />

D-89079 Ulm<br />

Investor Relations<br />

Produced by<br />

<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft<br />

Barbara Lang, Ulm<br />

büro ballweg, ulm<br />

Designed by<br />

büro ballweg, ulm<br />

Photography<br />

Sebastian Copeland, Los Angeles<br />

Photography (Portraits)<br />

Miriam Groener - Photography, Ulm<br />

Text<br />

<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft<br />

Barbara Lang, Ulm<br />

67


<strong>2012</strong><br />

»»<br />

Sebastian Copeland, born 1964 in<br />

France, worked in advertising for many<br />

Dieselstrasse 3<br />

D-89079 Ulm<br />

Phone +49 (0)731 4097-0<br />

Fax +49 (0)731 4097-110<br />

www.uzin-utz.de<br />

years before he exclusively dedicated<br />

himself to the environmental protection<br />

and art photograph. In 1987 he<br />

graduated as Bachelor of Arts (Film)<br />

at UCLA University of California, Los<br />

Angeles.<br />

»»<br />

His work appears among others in<br />

National Geographic, USA Today, Cosmopolitan,<br />

Elle, GQ, Marie Claire und<br />

Vanity Fair and is shown in international<br />

galleries and museum exhibitions.<br />

»»<br />

Sebastian Copeland is one of the<br />

most well-known environmental activists<br />

worldwide with the focus on<br />

the climate change. He is a member<br />

of the Management Board of „Global<br />

Green Organisation“, which belongs to<br />

Green Cross International, founded by<br />

Mikhail Gorbachev. Sebastian Copeland<br />

runs expeditions to the arctic sea,<br />

Greenland and the Antarctic, where he<br />

stipulated new routes and set up four<br />

polar records.<br />

»»<br />

The depicted photographs of the<br />

award-winning photographer were<br />

made within the framework of his last<br />

expedition to the Antarctic. During the<br />

eighty two day discovery trip Copeland<br />

took photos of places which no<br />

person has ever seen or entered before.<br />

The surreal gigantic landscape features<br />

abstracted organic forms, which<br />

remind of paintings or graphical illustrations.<br />

The borders between nature<br />

and art created by people appear to<br />

disappear. The expansive, untouched,<br />

white and blue areas of the most varied<br />

forms convey clarity, peace and<br />

quiet.<br />

»»<br />

Sebastian Copeland lives and works<br />

in Bel Air near Los Angeles.<br />

68

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