Committees to the Supervisory Board: Responsibilities and membership in the 2024 financial year

The Supervisory Board has three committees: Audit Committee, General and Nomination Committee and Strategy Committee.

The Audit Committee deals in particular with monitoring the accounting process and the effectiveness of the internal control and risk management systems as well as with the audit of the Annual Financial Statements. With respect to the audit of the financial statements, the committee deals in particular with the independence of the auditor, the additional services rendered by the auditor, engaging the auditor, determining areas of audit emphasis and agreeing to the auditor’s fees. The Audit Committee accompanies the collaboration between NORMA Group SE and the auditors and ensures that opportunities for improvement identified during the audit are implemented promptly. It is responsible for preparing the accounting documents and adopting the Supervisory Board’s resolution on the Consolidated and Separate Financial Statements. Moreover, it is responsible for compliance and reviews the adherence to statutory provisions and the internal guidelines.

In the financial year 2024 the Audit Committee consisted of Mark Wilhelms and Denise Koopmans as well as Miguel Ángel López Borrego (Chairman) until June 16, 2024. After Miguel Ángel López Borrego left the Supervisory Board and Audit Committee, the Audit Committee temporarily had two instead of three members and no Chairman because the only remaining member of the Supervisory Board who is a financial expert was the Chairman of the Supervisory Board, meaning that the requirements that the Chairman of the Supervisory Board should not also be the Chairman of the Audit Committee but a financial expert (recommendation D3 GCGC) could not have been met. In Kerstin Müller-Kirchhofs, the Supervisory Board was able to recruit an experienced financial expert as a candidate. The Hanau Local Court appointed Kerstin Müller-Kirchhofs as a member of the Supervisory Board with effect from September 9, 2024. She was subsequently elected as a member and Chairwoman of the

Audit Committee as of September 20, 2024, and will stand for election by the shareholders at the 2025 Annual General Meeting.

Mark Wilhelms and Miguel Ángel López Borrego as well as Kerstin Müller-Kirchhofs are independent financial experts within the meaning of Section 100 (5) AktG. Due in particular to their many years of experience as Chief Financial Officers and in different managing director positions, they have special knowledge and experience in the application of accounting principles and internal control procedures, as well as sustainability reporting and its auditing.

Seven meetings of the Audit Committee were held in 2024. Denise Koopmans was unable to attend one meeting, but the other members attended all meetings.

The General and Nomination Committee is responsible for remuneration issues. It also prepares the Supervisory Board’s personnel decisions regarding appointments to the Management Board and Supervisory Board. This committee has the following specific responsibilities: Preparing Supervisory Board resolutions regarding the conclusion, amendment and termination of contracts with members of the Management Board in accordance with the remuneration system approved by the Supervisory Board, preparing Supervisory Board resolutions regarding legal applications to reduce the remuneration of a Management Board member pursuant to Section 87 (2) AktG, preparing Supervisory Board resolutions regarding the structure of the remuneration system for the Management Board, acting as representatives of the company to Management Board members who have left the company pursuant to Section 112 AktG, approving secondary employment and external activities for Management Board members pursuant to Section 88 AktG, granting loans to the persons specified in Section 89 AktG (loans to members of the Management Board) and Section 115 AktG (loans to members of the Supervisory Board), approving contracts with members of the Supervisory Board pursuant to Section 114 AktG and proposing suitable candidates to the Annual General Meeting when there is a vote on Supervisory Board members. In 2024, the committee dealt in particular with the bonuses of the Management Board and executives, the Management Board remuneration model and an adjustment to the Supervisory Board remuneration and, above all, the search for a successor to Miguel Ángel López Borrego as a member of the Supervisory Board and Audit Committee.

In the financial year 2024 the General and Nomination Committee comprised the Chairman of the Supervisory Board, Mark Wilhelms (Committee Chairman), as well as Erika Schulte and Rita Forst.

Five meetings of the General and Nomination Committee were held in 2024, each of which was attended by all members.

The Strategy Committee deals in particular with NORMA Group’s long-term focus on the various end markets and megatrends. This committee also deals with the effects of climate change on NORMA Group’s business and sustainability topics. The committee is concerned with the international expansion of the strategic business units Industry Applications, Water Management and Mobility & New Energy in the regions. The structures and resources required for this are outlined. Other topics include M&A projects.

Chairwoman of the Strategy Committee is Rita Forst. Additional members are Erika Schulte and Dr. Markus Distelhoff.

In 2024, the Strategy Committee held three meetings, each of which was attended by all members.

Further information on the meetings and work of the committees in the fiscal year can be found in the SUPERVISORY BOARD REPORT.