Description of the working methods of the Management Board and Supervisory Board as well as the composition and working methods of their committees

NORMA Group SE follows the dual management system. The Management and Supervisory Boards are separate bodies that have different functions and powers. The Management Board manages the company under its own responsibility. The Supervisory Board appoints, advises, monitors and dismisses members of the Management Board.

The Management Board provides the Supervisory Board with regular updates about its business policies, how the business is developing, the position of the company and any transactions that could have a significant impact on profitability or liquidity. The Management Board reports the key figures of the Group and the current course of business to the Supervisory Board on a monthly basis, in particular with regard to the published guidance on the expected development of the company. Based on the written documents that were submitted to the Supervisory Board in advance, the members of the Management Board report in great detail on business developments and provide an outlook on the expected development of NORMA Group at the Supervisory Board meetings. Other recurring topics at all meetings include the monthly and quarterly figures, risk analysis and measures aimed at minimizing any risks that were identified, reports from the chairpersons of the Audit Committee, General and

Nomination Committee and Strategy Committee on previous meetings held and strategic projects. Further details on the matters addressed by the Supervisory Board in 2024 can be found in the SUPERVISORY BOARD REPORT. All Management Board members participate in the Supervisory Board meetings. The Supervisory Board usually meets without the Management Board either before or after their joint sessions.

The Chairmen of the Supervisory Board and the Management Board coordinate the collaboration of the two boards. They also remain in regular contact between Supervisory Board meetings, typically every two weeks, and discuss current management issues. The Chairman of the Audit Committee and the CFO also consult with each other.

In accordance with the legal requirements, the Management Board's Rules of Procedure, and the Articles of Association of NORMA Group SE, the Supervisory Board must approve certain important transactions before they can be executed by the Management Board and the Group’s employees. This applies not only for measures at NORMA Group SE itself, but also for measures at its subsidiaries. NORMA Group operates a structured global approval system to ensure that matters requiring Supervisory Board approval are communicated to the Management Board in a timely manner from all subsidiaries.

 

Management Board, regional management and SBUs

The CVs of the Management Board members on duty are posted on the company’s website WWW.NORMAGROUP.COM.

Resolutions of the Management Board are passed by simple majority. The Chairman of the Management Board has the deciding vote if the vote is tied. However, the members of the Management Board are required to make an effort to reach unanimous decisions. If a member of the Management Board cannot participate in a vote, their vote/opinion will be obtained at a later date. The entire Management Board is responsible for matters of great importance. In accordance with the rules of procedure of the Management Board, these include the following areas: producing the Management Board reports for the purpose of informing the Supervisory Board and the quarterly and half-yearly reports, fundamental organizational measures, including the acquisition or disposal of significant parts of companies and strategic and business planning issues, measures related to the implementation and supervision of a monitoring system pursuant to Section 91 (2) of the German Stock Corporation Act, issuing the Declaration of Conformity pursuant to Section 161 (1) of the German Stock Corporation Act, preparing the Consolidated and Annual Financial Statements and similar reports, convening the Annual General Meeting and inquiries and recommendations by the Management Board that are to be handled and resolved by the Annual General Meeting. In addition, every Management Board member may request that a specific issue be dealt with by the entire Management Board.

Management Board meetings are usually held at least once a month. In addition, the Management Board meets at short notice if required. The Management Board has not formed any committees.

Every Management Board member is obliged to inform the Supervisory Board immediately, as well as the other members of the Management Board, of any conflicts of interest. No such conflicts of interest arose for a member of the Management Board in 2024.

Any transactions between NORMA Group companies and Management Board members, their related parties, or their business interests require Supervisory Board approval. No such transactions were concluded in 2024.

Any secondary activities undertaken by Management Board members also require Supervisory Board approval. Details concerning secondary activities can be found on the company’s website. WWW.NORMAGROUP.COM

The remuneration of the Management Board is outlined in the REMUNERATION REPORT.

As part of long-term succession planning, the Supervisory Board developed candidate profiles for all three Management Board positions with external consultants during the search for new members. The Supervisory Board’s Rules of Procedure also stipulate that the Supervisory Board shall take diversity into account in the composition of the Management Board.

The Management Board conducts annual talent reviews, during which measures for the development of managers are defined, and reports to the Supervisory Board on the results of these analyses and possible candidates for succession to the Management Board.

The age limit for members of the Management Board has been set at 65 in the Supervisory Board’s Rules of Procedure. No member of the Management Board currently reaches this age limit; this is also not foreseeable during the term of the current contracts. WWW.NORMAGROUP.COM

Regional presidents represent the Group locally in the three regions EMEA, Americas and Asia-Pacific. The presidents are each responsible for one of the strategic business units that are currently being established. Regional headquarters are located in Singapore for the Asia-Pacific region, Auburn Hills, USA, for the Americas region and Maintal, Germany, for the EMEA region. NORMA Group’s managers work within a matrix structure, where they report to both a line manager and a functional manager.

Information on the internal control system can be found in the RISK AND OPPORTUNITY REPORT.