Remuneration Report 2024

This Remuneration Report describes the basic principles of the remuneration system for the members of the Management Board and the Supervisory Board of NORMA Group SE. It provides individualized information, broken down by components, on the remuneration granted and owed to members of the Executive Board and Supervisory Board in the 2024 fiscal year. In addition, the Remuneration Report contains an individualized breakdown by components of the remuneration of former members of the Management Board and Supervisory Board. The report complies with the requirements of the German Stock Corporation Act (Section 162).

The Annual General Meeting of NORMA Group SE approved the Remuneration Report 2023 on May 16, 2024 with a very good approval result of 96.04%. The Supervisory Board is therefore of the opinion that the structure and type and scope of the content of this remuneration report can remain unchanged compared to the previous year.

 

Review of fiscal year 2024

The market environment in the 2024 fiscal year was characterized by numerous challenges. This included the economic slowdown in Europe and Germany in particular over the course of the reporting year. Negative signs were set by subdued global industrial production, declining production figures in the automotive industry and a persistently stagnant situation in the European and Chinese construction sectors. The ongoing armed conflicts in Ukraine and the Middle East as well as political uncertainties in several European countries also had a negative impact on markets and companies. On the other hand, the overall lower energy prices compared to the previous year and the interest rate turnaround initiated by central banks worldwide had a supporting effect. In this market environment, NORMA Group generated consolidated sales of EUR 1,155.1 million in fiscal year 2024, a decrease of 5.5% compared to the previous year. Adjusted EBIT fell by 5.3% to EUR 92.3 million. The adjusted EBIT margin was 8.0% (2023: 8.0%). 

 

Remuneration system for Management Board members

In accordance with Section 87a German Stock Corporation Act (AktG), the Supervisory Board has adopted a clear and comprehensible system for the remuneration of Management Board members, on the basis of which the specific remuneration of the individual Management Board members is determined. The remuneration system is designed to promote sustainable, long-term value creation and the implementation of the business strategy. The remuneration report is based on the remuneration system approved by the ordinary virtual Annual General Meeting on June 30, 2020 with a majority of 99.80% of the votes in accordance with Section 120a (1) German Stock Corporation Act (AktG) (the “2020 Remuneration System”). The full text of the 2020 remuneration system is available on the website. REMUNERATION SYSTEM In accordance with Section 120a (1) Sentence 1 German Stock Corporation Act (AktG), the Supervisory Board is obliged to review the remuneration system for Management Board members and submit it to the Annual General Meeting for approval every four years at the latest; after 2020, a submission had to be made to the Annual General Meeting in 2024. The Supervisory Board submitted a new remuneration system to the Annual General Meeting on May 16, 2024 for approval, which takes into account the current requirements of corporate governance and is in line with the times. The 2024 Annual General Meeting approved the new remuneration system with 94.18% of the votes (the “2024 Remuneration System”). The new remuneration system will apply from January 1, 2025 for all Management Board members whose employment contracts are newly concluded or extended from May 16, 2024 (date of approval of the remuneration system by the Annual General Meeting). The Supervisory Board also has the option of applying the new remuneration system to the active members of the Management Board from the 2025 fiscal year in agreement with them. REMUNERATION SYSTEM

The 2020 remuneration system applied in 2024 consists of fixed and variable remuneration components. The fixed non-performance related remuneration consists of the fixed annual salary, the company pension scheme and fringe benefits. The variable, performance-based remuneration consists of the Short-Term Incentive (STI) and the Long-Term Incentive (LTI). The LTI, however, consists of the NOVA-LTI and the ESG-LTI. Both NOVA-LTI and ESG-LTI are linked to a share purchase and share holding obligation. These oblige the Management Board members to acquire and hold a significant LTI bonus portion of NORMA Group shares. The goal of the share purchase and share retention obligation is to align the actions of the members of the Management Board more closely with the Company’s creation of added value. FIGURE G024 illustrates the components of the remuneration system 2020. 

The following key points of the remuneration system are to be emphasized in particular:

•The components of the variable remuneration (Short-Term Incentive and Long-Term Incentive) are based on the results that are actually achieved, transparently comprehensible and audited.

•The Short-Term Incentive (STI) depends on an absolute performance factor, the adjusted EBIT (earnings before interest and taxes) of NORMA Group, i.e. adjusted for acquisition effects. On the other hand, the STI depends on a relative performance factor (relative Total Shareholder Return (TSR)). For the TSR of NORMA Group SE, a comparison is made with the TSR of a previously defined group of listed companies that is explained below. Depending on NORMA Group SE’s ranking within the comparison group, the payment amount from the STI increases or decreases by up to 20%. The minimum payment is EUR 0 and the maximum payment is limited to 180% of the fixed annual salary.

•The Long-Term Incentive (LTI)is broken down into two components:

◦The first component is a backward-looking LTI with an assessment period of three years. The first incentivizes the entrepreneurial success of NORMA Group and corresponds to a share of the adjusted EBIT above the cost of capital after taxes (NORMA-Value-Added-LTI, NOVA-LTI for short). The minimum payment is EUR 0 and the maximum payment is limited to 200% of the fixed annual salary.

◦>>The second component is a forward-looking LTI with an assessment period of four years. It incentivizes the sustainable development of NORMA Group by meeting measurable sustainability goals, e.g. the reduction of CO₂ emissions (Environment, Social and Governance-LTI, ESG-LTI for short) with a maximum amount of 20% of the fixed annual salary). The minimum payment is EUR 0 and the maximum payment is limited to 20% of the fixed annual salary. CO₂ emissions for the target value are reported in accordance with the GHG Protocol (market-based, Scope 1 and Scope 2). Scope 1 includes only emissions from natural gas and liquefied petroleum gas (LPG), while Scope 2 covers emissions from purchased electricity and district heating. When recording emissions, only emissions relating to the production sites are taken into account. Since January 2022, NORMA Group has purchased electricity from renewable energies at all production sites. NORMA Group purchases “Energy Attribute Certificates” for this purpose. These are also included in the target value. (ESRS [GOV-3-29a-e])<<²³

◦Upon payment, both LTIs oblige the Management Board members to acquire and hold shares in NORMA Group SE. With the obligation to purchase and hold shares, NORMA Group SE follows the recommendation of the German Corporate Governance Code. The members of the Management Board must invest 75% of the payout amount from the NOVA-LTI and 100% of the payout amount from the ESG-LTI in shares of NORMA Group SE. The Company is free to settle the payment amount in whole or in part in shares of NORMA Group SE. As a result, more than 50% of the target amount of the variable remuneration is either invested by the members of the Management Board in shares of NORMA Group SE or granted by NORMA Group SE on a share basis. However, if no bonus is paid out, there is no obligation to purchase shares. The NOVA-LTI includes a four-year share ownership obligation. The ESGLTI is four years forward and provides for a one-year retention period.

•The performance criteria for the STI and LTI are set out in the 2020 remuneration system. The Supervisory Board determines the performance criteria and target values for the ESG LTI before the start of the fiscal year. The respective payment amounts are calculated after the end of the fiscal year based on the achievement of targets. The Supervisory Board only has the opportunity to adjust the conditions of the STI and the LTI at its reasonable discretion in the event of extraordinary events-Otherwise, the Supervisory Board has no discretion when determining the payment amounts from the STI and the LTI.

•The contracts of the Management Board members in office at the end of 2024 do not contain a change of control clause.

•The members of the Management Board in office at the end of 2024 will receive a standard defined contribution pension commitment on a reinsurance basis. There are no benefit commitments under the company pension scheme for the Management Board members in office at the end of 2024.

•The variable remuneration components are subject to the possibility of being reclaimed (“clawback”) if the audited Consolidated Financial Statements and/or the basis for determining other targets on which the calculation of the variable remuneration is based subsequently turn out to be objectively incorrect and therefore need to be corrected and the error has led to a miscalculation of the variable remuneration.

The table below provides an overview of the components of the remuneration system for the members of the Management Board applicable to fiscal year 2024. The table also provides an overview of the structure of the individual remuneration components and explains their objectives, particularly with regard to how the remuneration promotes the long-term development of NORMA Group.

²³ This section is part of NORMA Group’s Consolidated Non-financial Statement for the fiscal year from January 1, 2024 to December 31, 2024.

 

Compliance with the remuneration system

The Supervisory Board applied the remuneration system applicable to the members of the Management Board without deviation in the 2024 fiscal year. As part of the contractual agreements, the amount paid out under the ESG LTI 2020-2023 was reclaimed in 2024. The corresponding amounts were repaid to the Company in September and October 2024.

 

Variable Remuneration Components

The performance indicators used to measure the short-term and long-term variable remuneration components are derived from NORMA Group’s company strategy and are based on a three- or four-year observation period. The variable remuneration of the Management Board consists of the following components:

Short-term variable remuneration (Short-Term Incentive, STI)

The STI is a performance-related bonus which, on the one hand, reflects the absolute performance figure adjusted EBIT (earnings before interest and taxes, adjusted for acquisitions) of NORMA Group and, on the other hand, the relative return on shares (Total Shareholder Return, TSR for short) of NORMA Group SE in relation to a comparison group. The payout amount of the STI is calculated from a starting value and an adjustment to the target achievement of the TSR in the grant year. The calculation is shown in the following formula:

 

Payout amount =

 

Baseline (= average adjusted EBIT x STI percentage) x TSR adjustment

The baseline figure results from multiplying the average adjusted EBIT, i.e. adjusted for acquisitions, in the fiscal year for which the STI is granted and the two fiscal years preceding the fiscal year in which the STI is granted (arithmetic mean) by the STI percentage, which is 0.33% for the Chairman of the Management Board and 0.22%

for the other board members. In a second step, this initial value is then multiplied by the TSR adjustment factor and the result represents the payout amount. The TSR is defined as the percentage change in the stock market price during the grant year, including notionally reinvested dividends and all capital measures. In other words, the TSR is a measure of how the value of a share commitment has developed over a period of time and takes into account both dividends accrued during the period and any share price increases that may have occurred. In the current remuneration system, the share yield is taken into account as a relative performance factor. The TSR adjustment factor is determined by measuring the TSR development (share price and dividend development) of NORMA Group SE in relation to the TSR development of the peer group companies during the granting fiscal year. Depending on the results of the comparison, the initial value of the STI is adjusted upwards by 20% when a position in the comparison group is reached above the 75th percentile and downwards by 20% below the 25th percentile; the TSR adjustment factor is, therefore, limited to the range of 0.8 to 1.2. The peer group for 2024 consists of the industrial companies shown in table T051. Compared to 2023, Leoni AG, which is no longer listed on the stock exchange, is no longer included. The Supervisory Board is entitled to adjust the peer group for future assessment periods before the beginning of the respective assessment period. For 2025, the inclusion of JOST Werke AG will bring the peer group back up to 15 companies.

The following figure illustrates the calculation of the target remuneration of the STI:

 

The payout amount (= initial value x TSR adjustment factor) is limited to a maximum of 180% of annual base salary; the initial value (= average adjusted EBIT x STI percentage) is limited to a maximum of 150% of the fixed annual salary. The short-term variable remuneration for the past fiscal year is to be paid out in the following year after approval of the Consolidated Financial Statements by the Supervisory Board. If the member of the

Management Board did not work for the Company for a full twelve months in a fiscal year, the annual bonus will be reduced accordingly.

All claims to the STI from a current fiscal year expire without replacement or compensation if the employment contract of the member of the Management Board is terminated by the Company for an important reason for which themember of the Management Board is responsible pursuant to Section 626 of the German Civil Code (BGB), the appointment of the member of the Board is revoked due to a gross breach of duty and/or the appointmentof the member of the Board ends as a result of resignation without the resignation being caused by a breach of duty by the Company or health impairments of the member of the Board or health impairments of a close family member (“bad leaver cases”). In the event of extraordinary events or developments, the acquisition or sale of a part of a company, for example, the Supervisory Board is entitled to temporarily and appropriately adjust the plan conditions of the STI at its reasonable discretion. The same applies if changes in the accounting regulations applicable to the Company have a significant impact on the parameters used to calculate the STI and in the event that a fiscal year comprises less than twelve months (short fiscal year).

FIGURE G026 provides a detailed overview of the calculation of the target amount of the STI for fiscal year 2024:

 

The TSR factor for the 2024 fiscal year was calculated by an external remuneration consultant at 0.95, as the 44th percentile in the peer group was reached in 2024.

For fiscal year 2024, NORMA Group generated an adjusted average EBIT of EUR 96.2 million in 2022, 2023 and 2024, which, in combination with the achieved TSR factor of 0.95, results in a payout amount for the STI 2024 of EUR 301,759 for Chairman of the Management Board Guido Grandi. For CFO Annette Stieve and COO Dr. Daniel

Heymann, this results in a payout amount for the STI 2024 of EUR 201,173. The payout amounts comply with the payout cap of 180% of the fixed annual salary.

 

Long-term variable

remuneration

(Long-Term Incentive, LTI)

The long-term variable remuneration consists of two components, the NORMA Value Added-LTI (NOVA-LTI for short) and the Environmental, Social and Governance-LTI (ESG-LTI for short).

•

NOVA LTI

The NOVA-LTI is granted in the form of a backward-looking performance cash plan in annual tranches, which is supplemented by a forward-looking share purchase and share retention obligation. The members of the Management Board are granted a tranche from the performance cash plan on January 1 of each grant fiscal year. Each tranche of the performance cash plan has a term of three years and considers the granting fiscal year and the two fiscal years preceding the granting fiscal year (“performance period”). The main success criterion for the LTI is the average NORMA Value Added (“NOVA”) during the three-year performance period. The payout amount from the LTI is calculated by multiplying the LTI percentage by the average adjusted NOVA during the performance period. The LTI percentage for the Chairman of the Management Board is 1.5% and for full members of the Board 1.0%.

The annual increase in value is calculated using to the following formula:

 

NORMA Value Added =

 

(adjusted EBIT x (1 – s)) – (WACC x invested capital)

The calculation of the first component is based on the adjusted Group earnings before interest and taxes (adjusted NORMA Group EBIT) for the fiscal year and the average adjusted corporate tax rate. The second component is calculated from NORMA Group’s cost of capital (WACC) multiplied by the capital employed. The assumptions for the Group’s cost of capital (WACC) are shown in the table below.

The base interest rate (risk-free interest rate) is derived from the interest rate structure data of the Deutsche Bundesbank (three-month average: October 1 to December 31, 2024). The market risk premium represents the difference between the expected return on a risky market portfolio and the risk-free interest rate. NORMA Group uses the recommendation of the Institute of Public Auditors in Germany (IDW) to determine this. The beta factor represents the individual risk of a share compared to a market index. It is first determined as the average value of the unindebted beta factors of the peer group and subsequently adjusted to NORMA Group’s individual capital structure. The cost of equity is the sum of the following three components: the risk-free interest rate, the weighted country risk of NORMA Group, the product of the market risk premium and leveraged beta factor of the peer group.

The credit spread used to calculate the cost of debt was determined on the basis of the terms of the current external financing of NORMA Group. Invested capital is calculated from consolidated equity plus net financial liabilities as of January 1 of the fiscal year.

FIGURE G027 clarifies the timing of the NOVA-LTI, in particular, the performance period and the obligation to purchase and retain shares of four years.

 

The NOVA-LTI is limited to a maximum of 200% of the fixed annual salary for all Management Board members. The Company may pay the payout amount in cash or in shares of NORMA Group SE. In the case of a cash payment, the members of the Management Board are obliged to purchase shares of the Company for an amount equal to 75% of the net amount paid out and to retain ownership of these for a period of four years (obligation to purchase and retain shares). The Company’s Supervisory Board may decide at its reasonable discretion to issue shares in the Company in whole or in part in lieu of a cash payment. If the Company issues shares in the Company in lieu of a cash payment, the members of the Management Board are also required to retain ownership of 75% of the shares issued for a period of four years. Independently of whether the Company makes the payout amount in cash or in shares, 75% of the net payout amount from the NOVA-LTI must be invested in shares of the Company and be held for a period of four years. Irrespective of the type of payment (cash or in shares in the Company), the NOVA-LTI is paid out in the following year after approval of the Consolidated Financial Statements by the Supervisory Board. After the end of the employment contract, the retention obligation generally lasts for a period of twelve months after the legal end of the employment contract, unless the four-year retention period has expired earlier.

The cases described with regard to the STI for a resignation during an ongoing performance period apply accordingly. In the event of extraordinary events or developments, the acquisition or sale of a part of a Company, for example, the Supervisory Board is entitled to temporarily and appropriately adjust the plan conditions of the LTI at its reasonable discretion. The same applies if changes in the accounting regulations applicable to the Company have a significant impact on the parameters used to calculate the LTI and in the event that a fiscal year is less than twelve months long (short fiscal year).

FIGURE G028 provides an overview of the target amounts and payout amounts of the NOVA-LTI for fiscal year 2024:

 

The calculation of the NOVA figure is explained in the following table:

The amount paid out for the NOVA-LTI 2024 for the Chairman of the Management Board and other members of the Management Board is EUR 0.00.

•

ESG-LTI

In addition to the NOVA-LTI, the ESG-LTI represents the second component of long-term variable remuneration. The ESG-LTI is a variable remuneration element in the form of a forward-looking performance cash plan in annual tranches, which is supplemented by an obligation of members of the Board to purchase and hold shares. Each tranche of the ESG-LTI has a term of four years. A tranche begins on January 1 of the granting fiscal year and ends at the end of December 31 of the third year following the granting fiscal year (“ESG performance period”). In the 2024 remuneration report, the ESG LTI with the ESG performance period 2021-2024 is regarded as remuneration granted. The Company understands the term “grant” in Section 162 German Stock Corporation Act (AktG) to mean that the ESG LTI is to be reported whose ESG performance period has expired in the fiscal year and which was therefore fully earned at the end of the fiscal year.

The amount paid out from the ESG-LTI depends on the achievement of environmental, social and prudent corporate governance goals, so-called “ESG goals.” ESG objectives can be, for example: Reducing greenhouse gas emissions, increasing workforce satisfaction, increasing customer satisfaction, reducing workplace accidents, and increasing sustainability. For the ESG-LTI 2021–2024 to be reported in this Remuneration Report, the Supervisory Board has set the following targets: a reduction in CO₂ emissions from 50,455 tons in 2020 to 42,000 tons in 2024 for the years 2021, 2022, and 2023. CO₂ emissions for the target value are reported in accordance with the GHG Protocol (market-based, Scope 1 and Scope 2). Scope 1 includes only emissions from natural gas and liquefied petroleum gas (LPG), while Scope 2 covers emissions from purchased electricity and district heating. When recording emissions, only emissions relating to the production sites are taken into account. Since January 2022, NORMA Group has purchased electricity from renewable energies at all production sites. NORMA Group purchases “Energy Attribute Certificates” for this purpose. These are also included in the target value.

Through the purchase of Energy Attribute Certificates (EACs), CO₂ emissions were reduced to the respective target values of CO₂ equivalents, thus achieving 100% of the target for 2021, 2022, and 2023. The reduction target of 42,000 tons of CO₂ equivalents by 2024 was achieved ahead of schedule. For the 2024 tranche, the Supervisory Board has therefore reformulated the ESG target: reducing local CO₂ emissions emitted at NORMA Group sites by around 1,000 tons of CO₂ equivalents (equivalent to approximately 2%) through energy-saving measures and the installation of solar systems. This target was achieved, primarily through the installation of five solar systems. This means that the target achievement in 2024 will be 100%.

The target amount of the ESG-LTI is 20% of the fixed annual salary. The payout amount is limited to a maximum of 100% of the target amount. The payout amount from the ESG-LTI is due for payment at the end of the month following the month in which the Supervisory Board approved the Company’s Consolidated Financial Statements for the granting fiscal year. The Company can pay out the payout amount from the ESG-LTI in cash or in shares in the Company. In the case of a cash payment, the members of the Management Board are obliged to purchase shares in the Company for the entire net amount paid out and to retain ownership of these for a period of one year (“obligation to purchase and retain shares”). The Company’s Supervisory Board may decide at its reasonable discretion to issue shares in the Company in whole or in part in lieu of a cash payment. In this case, the members of the Management Board are also obliged to hold 100% of the shares issued for a period of one year. As a result, 100% of the net payout amount from the ESG bonus must be invested in shares of the Company and be held for a period of one year. FIGURE G029 clarifies the mechanism of the ESG-LTI.

 

The cases described with regard to the STI for a resignation during an ongoing performance period apply accordingly. In the event of extraordinary events or developments, the acquisition or sale of a part of a company, for example, the Supervisory Board is entitled to temporarily and appropriately adjust the plan conditions of the ESG-LTI at its reasonable discretion. The same applies if changes in the accounting regulations applicable to the Company have a significant impact on the parameters relevant for the calculation of the ESG-LTI and in the event that a fiscal year is less than twelve months long (short fiscal year).

The ESG LTI 2021-2024 resulted in a payout of EUR 79 thousand for CFO Annette Stieve and EUR 75 thousand for the former Management Board members Dr. Michael Schneider and EUR 59 thousand for Dr. Friedrich Klein. Chairman of the Management Board Guido Grandi and COO Dr. Daniel Heymann have not yet participated in the ESG-LTI 2021-2024. Management Board members are obliged under the terms of the plan to invest 100% of the payout amount from the ESG LTI in shares in the Company.

 

Disclosure of shares and share options granted or promised within the meaning of Section 162 (1) No. 3 German Stock Corporation Act (AktG) as part of the long-term incentives (LTI)

The following table provides an overview of the shares held by the members of the Management Board as a result of the purchase obligation in previous years:

The net payout from the ESG LTI 2020-2023 made in 2024 should have been used to acquire shares in Norma Group SE. As this acquisition did not take place, the Supervisory Board demanded repayment of the corresponding payments.

The acquisition of shares from the ESG-LTI 2021-2024 will only take place in the future; therefore these shares will only be shown in the future.

 

Maximum Remuneration and Compliance with Maximum Remuneration

The total remuneration to be granted for a fiscal year (total of all remuneration amounts granted for the fiscal year in question, including the fixed annual salary, variable remuneration components, pension expenses (service costs) and fringe benefits) of the members of the Management Board – regardless of whether it is paid out in this fiscal year or at a later date – is capped in absolute terms (“maximum remuneration”). The maximum remuneration pursuant to Section 87a (1) 1 Sentence 2 No. 1 German Stock Corporation Act (AktG) is EUR 3,900,000 for the Chairman of the Management Board and EUR 2,500,000 for each of the other Management Board members. If the total remuneration calculated for a fiscal year exceeds the maximum remuneration, the payout amount from the LTI is reduced so that the maximum remuneration is observed. If necessary, the Supervisory Board is permitted, at its due discretion, to reduce other remuneration components or demand reimbursement of remuneration already paid. Irrespective of the specified maximum remuneration, the payment amounts of the individual variable remuneration components are also limited in relation to the fixed annual salary.

The remuneration granted for fiscal year 2024 remained within the target and the maximum payout is below the maximum remuneration.

 

Reclaiming variable remuneration components in the reporting year

The Company is entitled to adjust and reclaim the payment amounts from the variable remuneration at its due discretion if the audited Consolidated Financial Statements and/or the basis for determining other targets on which the calculation of the variable remuneration is based need to be corrected retrospectively because they prove to be objectively incorrect, and the error has led to an incorrect calculation of the variable remuneration (“Performance Clawback”) In the 2024 fiscal year, the Supervisory Board did not reclaim any remuneration due to a performance clawback.

In addition to the possibility of claiming a performance clawback, the Supervisory Board is obliged to reclaim payments from the LTI and/or ESG LTI if Management Board members do not comply with the obligation to purchase shares from the NOVA LTI and/or ESG LTI. In the 2024 fiscal year, the Supervisory Board had to reclaim all net payout amounts paid out on the basis of the ESG LTI 2020-2023, as the Management Board members who received a payout amount from the ESG LTI 2020-2023 had not complied with the share purchase obligation in good time. The total amount recovered was EUR 139 thousand.

The assertion of claims for damages in accordance with Section 93 German Stock Corporation Act (AktG) remains unaffected by a clawback case.

 

Remuneration of the Management Board in fiscal year 2024

In accordance with Section 162 (1) Sentence 1 German Stock Corporation Act (AktG), the remuneration report must report on the remuneration granted and owed to each individual member of the Management Board in the last fiscal year. The terms are based on the following understanding:

•The term “granted” covers “the actual inflow of the remuneration component.”

•The term “owed” covers “all legally existing liabilities for remuneration components that are due but have not yet been fulfilled.”

The following table shows the actual remuneration paid to the Management Board members in the 2024 fiscal year. Accordingly, in the 2024 fiscal year

•the basic salary paid in the 2024 fiscal year,

•the fringe benefits

•the STI to be paid out at the beginning of the 2025 fiscal year for the 2024 fiscal year for which the underlying activity has been fully performed,

•the NOVA LTI to be paid out at the beginning of the 2025 fiscal year for the 2024 fiscal year for which the underlying activity has been fully performed, and

•the ESG LTI paid out at the beginning of the fiscal year 2025 for the 2021-2024 performance period for which the underlying activity has been fully performed,

shall be granted as remuneration.

As the Company was not in arrears with the payment of remuneration components, no remuneration owed is shown in the table.

The relative proportions shown in the table relate to the remuneration components “granted and owed” in the respective fiscal year in accordance with Section 162 (1) Sentence 2 German Stock Corporation Act (AktG).

 

Remuneration of the active members of the Management Board for the fiscal year 2024 in accordance with Section 162 German Stock Corporation Act (AktG)

The remuneration granted and owed to the active members of the Management Board is made up as follows:

The benefits that have been promised to the members of the Management Board in the event of the regular termination of their activity (cf. Section 162 [2] No. 3 German Stock Corporation Act [AktG]) are distributed among the individual Management Board members as shown in the following table.

The defined benefit obligation of pension commitments to prior members of the Management Board and their dependents was EUR 7,106 thousand as of December 31, 2024 (2023: EUR 7,186 thousand).

 

Remuneration of former members of the Management Board for the fiscal year 2024 in accordance with Section 162 German Stock Corporation Act (AktG)

The variable remuneration (STI, NOVA-LTI and ESG-LTI) is presented – as for the members of the Management Board active at the end of the fiscal year – as remuneration granted and owed in the fiscal year in which the activity on which the remuneration is based was performed in full in accordance with Section 162 (1) Sentence 2 No. 1 German Stock Corporation Act (AktG).

The remuneration granted and owed to former members of the Management Board is made up as follows:

 

Verification of the appropriateness of Management Board remuneration

The Supervisory Board reviews the appropriateness of Management Board remuneration at relevant decision-making points, in particular, with regard to whether the amount of Management Board remuneration is appropriate from a legal perspective within the meaning of Section 87 (1) German Stock Corporation Act (AktG). The Supervisory Board also seeks external advice to assess the appropriateness of Management Board remuneration and pensions. From a Company-external perspective, the relationship between the amount and structure of Management Board remuneration and the remuneration of senior management and the workforce as a whole is evaluated (vertical comparison). In addition to a status quo consideration, the vertical comparison also takes the development of remuneration ratios over time into account. On the other hand, the amount and structure of remuneration are evaluated based on the positioning of NORMA Group in a peer group (horizontal comparison). In addition to the fixed remuneration, the horizontal comparison also includes the short and long-term remuneration components as well as the amount of the fringe benefits and company pension scheme. The peer group was carefully chosen by the Supervisory Board to avoid an automatic upward trend in remuneration.