Declaration of Conformity with the German Corporate Governance Code

The Supervisory Board and Management Board of NORMA Group SE have examined in detail which recommendations and suggestions of the German Corporate Governance Code NORMA Group SE should follow and explain which recommendations are deviated from and which reasons were decisive for this. The current Declaration of Conformity dated December 16, 2022, and all other previous Declarations of Conformity are published in the Investor Relations section of NORMA Group’s website.  WWW.NORMAGROUP.COM

The declaration of December 16, 2022, reads as follows:

With the following exceptions, NORMA Group SE (“the company”) has complied since its last declaration was submitted, and continues to comply, with the recommendations of the German Corporate Governance Code in the version of December 16, 2019, published on March 20, 2020, and since June 27, 2022, with the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022, by the Federal Ministry of Justice in the official section of the Federal Gazette (‘Bundesanzeiger’):

1.    G.10, sentence 2:

According to recommendation G.10 sentence 2 of the German Corporate Governance Code, the members of the Management Board should not be permitted to dispose of the long-term variable grant contributions until after four years. The remuneration system for the Management Board provides for a long-term incentive (“LTI”) with a four-year shareholding requirement. As a result of the end of Dr. Schneider’s employment contract, the four-year shareholding obligation of the tranches of the LTI open at the time of the end of his employment contract is being reduced to one year. This means Dr. Schneider is allowed to dispose of the tranches of the LTI still outstanding at the end of his employment contract before the end of the four-year period.

2.    G.13, sentence 1:

The employment contracts of two members of the Management Board provide for a right of special termination in the event of a change of control. If these employment contracts end due to this special right of termination, the company will pay a severance payment at the time of termination amounting to one and a half times the severance payment cap, but not more than the amount of remuneration for the remaining term of the employment contract. This is a transitional arrangement. This special termination right is to no longer be granted in the employment contracts with new Management Board members.

No recommendation of the German Corporate Governance Code was not applicable due to overriding statutory provisions.