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 15, 2023, 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 15, 2023, reads as follows:

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

1.    G.10, 2nd sentence:

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 and Dr. Klein’s employment contracts, the four-year shareholding obligation of the tranches of the LTI open at the time of the end of the respective employment contract is being reduced to one year. This means that these departing members of the Management Board can dispose of the tranches of the LTI still outstanding at the end of their employment contract before the end of four years.

2.    G.14:

The service contracts of the former members of the Management Board, Dr. Schneider and Dr. Klein, who left the Management Board after the last declaration on the German Corporate Governance Code was issued, provide for a special right of termination in the event of a change of control. If their service contracts had ended due to this special termination right, the company would have had to have paid severance compensation when the termination took effect in the amount of one and a half times the severance cap, but not more than the value of the remuneration for the remaining terms of the service contracts. This special right of termination is no longer agreed in the employment contracts with the current members of the Management Board.

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


These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.