Declaration of Conformity with the German Corporate Governance Code

The Supervisory Board and Management Board of NORMA Group SE have examined in detail the recommendations and suggestions of the German Corporate Governance Code that NORMA Group SE should follow and, explain which recommendations are deviated from this and which reasons were decisive for this. The  Declaration of Conformity dated December 13, 2024, its update of February 28, 2025 and all other previous Declarations of Conformity are published in the Investor Relations section of the NORMA Group SE website. WWW.NORMAGROUP.COM

The declaration of December 13, 2024, reads as follows:

With the following exception, NORMA Group SE has complied since its last declaration had been submitted on December 15, 2023, 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:

 

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 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 the four-year period.

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

The Declaration of Conformity last issued by the Management Board and Supervisory Board of NORMA Group SE on December 13, 2024 was amended on February 28, 2025 by updating it as follows:

 

Recommendation D.3 sentence 5:

In accordance with recommendation D.3, sentence 5 of the Code, the Chair of the Supervisory Board shall not chair the Audit Committee. With effect as of 18 February 2025, the Supervisory Board of NORMA Group SE has elected the Chair of the Audit Committee of the Supervisory Board, Ms Kerstin Müller-Kirchhofs, also as Chair of the Supervisory Board on a transitional basis. The reason for this is that, after the previous Chair of the

Management Board left the company, the previous Chair of the Supervisory Board, Mr Mark Wilhelms, was appointed, with effect as of 18 February 2025, as a member and Chair of the Management Board of NORMA Group SE on a transitional basis for a maximum of one year. Mr Wilhelms’ term of office as a member of the Supervisory Board is suspended for the duration of his activities on the Management Board. It is planned that Mr Wilhelms’ positions on the Management Board will end as soon as the Supervisory Board has found and appointed a new Chair of the Management Board. Mr Wilhelms shall then resume his activities on the Supervisory Board and once again take over as Chair of the Supervisory Board. As a result, NORMA Group SE will again be in compliance with the recommendation D.3, sentence 5 of the Code.

The Declaration of Conformity of 13 December 2024 otherwise remains unchanged.