Meetings of the Supervisory Board in 2024, changes to the Supervisory Board

The Management Board begins each regular Supervisory Board meeting by reporting on the overall economic situation and sector-specific economic expectations. It reports on the current business performance of NORMA Group and explains the earnings position based on key indicators and their development compared to the previous year, the forecast and the budget.

The Management Board presents the risk report at each regular meeting of the Supervisory Board and the Audit Committee. In this context, the risks affecting NORMA Group are assessed in each case at the level of the previous quarter with regard to their probability of occurrence and potential impact, taking countermeasures already initiated and any provisions into account. This risk reporting provides the Supervisory Board and the Audit Committee with a clear understanding of the possible risks that could have a negative impact on the company’s asset, financial and earnings position. Accidents at work and occupational safety as well as quality issues and aspects relating to delivery reliability are reported at every ordinary Supervisory Board meeting. The Supervisory Board also addresses employee figures, the ongoing introduction of a standardized ERP system and ESG issues, especially relating to carbon emissions. In addition to the “Step Up” program initiated in 2023 and the continued development of an SBU organization, the Supervisory Board and Management Board regularly discussed key

topics in 2024, particularly personnel cost developments amid declining sales and strategic options for product portfolio optimization. The respective committee chairs – Rita Forst for the Strategy Committee, Miguel Ángel López Borrego and subsequently Kerstin Müller-Kirchhofs for the Audit Committee, and Mark Wilhelms for the General and Nomination Committee – also reported to the Supervisory Board on committee meetings. Following the meetings with the Management Board, the Supervisory Board held regular internal meetings at which the Management Board was not in attendance.

Seven meetings of the full Supervisory Board were held in 2024.

On March 14, 2024, in Maintal, in addition to standard topics, the discussion included the Consolidated and Annual Financial Statements for 2023 and the Non-financial Group Report, the forecast for fiscal year 2024, the proposal for the appropriation of net income and preparations and invitations for the 2024 Annual General Meeting. In addition, the Supervisory Board discussed the selection of the auditor for the sustainability report, a new, more market-aligned remuneration model for the Management Board and once again confirmed the standard limit of twelve years for Supervisory Board tenure.

At the meeting on April 18, 2024, in Maintal, the President of the Water Management strategic business unit presented the unit’s strategy, which was discussed in depth. The Supervisory Board approved a multi-year rental agreement for a larger building in Australia, which is primarily used for distribution, and took part in several hours of ESG training with an external specialist provider.

At the Supervisory Board meeting on May 16, 2024, in Frankfurt am Main following the Annual General Meeting, the Supervisory Board discussed a range of topics including potential improvements at the locations. The focus here was on units with lower-margins compared to the rest of the Group. The Management Board presented the initial results of a review of personnel structures with an external consultant and outlined the initial areas for action.

On July 10, 2024, the Supervisory Board met in Podzamcze (Poland), near the important plant in Pilica. The Management Board presented the Group’s strategy. The three Presidents then explained details of the strategy of their respective units. The meeting also covered the structure of production sites and potential M&A projects. The day after this meeting, the Supervisory Board visited the nearby plant in Pilica with the Management Board to gain an on-site impression of automation, capacity utilization of the premises and new products.

On August 21, 2024, the Supervisory Board held a virtual meeting to discuss the failure to acquire shares as part of the 2020 ESG LTI bonus program. In accordance with contractual agreements, the net bonus amounts from ESG LTI were reclaimed; the company has received this payment, which is reflected in the remuneration report.

A meeting was held in Maintal on September 19, 2024, which Kerstin Müller-Kirchhofs attended for the first time as a new member. The Supervisory Board also addressed a legal dispute in the USA. The head of the development department presented and discussed the internal procedures and test processes for product safety and product-readiness. Options for addressing low-margin and strategically non-essential business units were also discussed.

At the last meeting of the year on November 28, 2024, the Supervisory Board and the Management Board discussed the decision to initiate a divestment process for the water business and the publication of this decision. The Supervisory Board also approved the budget for 2025 as well as the medium-term planning and the declaration on the German Corporate Governance Code. The Management Board also presented options for lower-margin business and operating-level improvements.

All Supervisory Board meetings in 2024 were attended by all members of the Supervisory Board.

In addition, the Supervisory Board passed a resolution outside of a meeting on the acquisition of US tax credits under the Inflation Reduction Act (IRA). This will enable NORMA Group to reduce its tax burden by a small six-figure amount.

Outside of their meetings and conference calls, the Management Board reports to the Supervisory Board on a monthly basis on how the business is developing at NORMA Group SE and the Group, and provides an up-to-date outlook for the current fiscal year. In addition to these monthly reports and Supervisory Board meetings, the Chairman of the Management Board and the Chairman of the Supervisory Board typically communicate every two weeks.

On May 16, 2024, the day of the Annual General Meeting, Miguel Ángel López Borrego resigned as a member of the Supervisory Board and member and Chairman of the Audit Committee with effect from the end of June 16, 2024. The General and Nomination Committee immediately began the search for a new member. The Hanau Local Court appointed Kerstin Müller-Kirchhofs as a member of the Supervisory Board with effect from September 9, 2024. At the Supervisory Board meeting on September 19, 2024, Kerstin Müller-Kirchhofs was elected Chairwoman of the Audit Committee with effect from September 20, 2024. Kerstin Müller-Kirchhofs will stand for election by the shareholders at the 2025 Annual General Meeting. During the short transition phase, the Supervisory Board had five instead of six members and the Audit Committee had two instead of three. During this period, the Audit Committee lacked a chairperson since Mark Wilhelm, the only financial expert on the Supervisory Board was serving as the Supervisory Board Chairman in the 2024 financial year. This made it impossible to comply with recommendation D3 of the German Corporate Governance Code, which requires that the Audit Committee be chaired by a financial expert who is not simultaneously the Supervisory Board Chairman.