Remuneration system for the members of the Supervisory Board
The remuneration system for the members of the Supervisory Board was approved by the Annual General Meeting on May 13, 2025, in accordance with Section 113 Paragraph 1 of the German Stock Corporation Act (AktG) by receiving 99.0% of the votes. The adjustments include a 10% increase in fixed remuneration and in remuneration for serving as a committee chair or member. The remuneration system is intended to contribute to the promotion of the business strategy and the long-term development of NORMA Group. The remuneration of the Supervisory
Board takes both the structure and the amount of the requirements for the office of a member of the Supervisory Board of NORMA Group into account, in particular the associated time expenditure and the associated responsibility. Recommendation G.17 of the German Corporate Governance Code in the version dated April 28, 2022 is thus complied with by taking into account the higher time commitment of the Chair and Deputy Chair of the Supervisory Board as well as the chairs and members of committees with increased remuneration.
The aim of the remuneration system is to provide remuneration that is commensurate with the tasks of the Supervisory Board members and the situation of NORMA Group. It should also be comparable in amount to the remuneration of Supervisory Board members of comparable listed companies. The remuneration makes it possible to attract suitable and qualified candidates for the office of Supervisory Board member. The Supervisory Board remuneration thus helps to ensure that the Supervisory Board as a whole can properly and competently fulfill its duties to monitor and advise the Management Board. The restriction to a fixed remuneration also takes these duties of the Supervisory Board into account. The restriction creates an incentive for the members of the Supervisory Board to appropriately question the management by the Management Board when performing their monitoring and advisory tasks, without focusing primarily on the development of operational indicators. Together with the Management Board, the Supervisory Board thus promotes the business strategy and the long-term development of NORMA Group. The restriction to a fixed salary also corresponds to suggestion G.18 sentence 1 of the German Corporate Governance Code in the version of April 28, 2022.
Remuneration components
The members of the Supervisory Board receive fixed remuneration, a committee remuneration, and an attendance fee.
Fixed remuneration
The remuneration of the Supervisory Board members consists of a fixed remuneration; this amounts to EUR 55,000 per fiscal year for each Supervisory Board member, EUR 82,500 for the Deputy Chair of the Supervisory Board and EUR 110,000 for the Chair of the Supervisory Board. The fixed annual remuneration is reduced pro rata temporis if a member does not belong to the Supervisory Board for the full fiscal year or does not hold the position of Chair or Deputy Chair for the full fiscal year.
Remuneration for serving on a committee of the Supervisory Board
In addition, the Chairs of the Audit, General, and Nomination committees each receive remuneration of EUR 27,500 per fiscal year, and the Chairs of another committee receive EUR 16,500. Members of a Supervisory Board committee receive additional annual remuneration of EUR 11,000 per committee. Committee membership remuneration is in addition to any committee chair remuneration. The fixed annual remuneration is reduced pro rata temporis if a member does not serve on a committee for the full fiscal year or does not serve as chair for the full fiscal year.
Attendance fee
In addition, the members of the Supervisory Board receive an attendance fee of EUR 1,000 for each meeting of the Supervisory Board that they attend. Committee members also receive an attendance fee of EUR 1,000 for each meeting they attend. For several meetings of the same body (the plenary session or the respective committee of the Supervisory Board) that take place on one day, the attendance fee is only paid once.
Financial loss liability insurance
The members of the Supervisory Board are included in a financial loss liability insurance policy maintained by NORMA Group for board members and certain executives (“D&O insurance”). NORMA Group shall reimburse any value added tax payable on the remuneration and expenses of the Supervisory Board members.
Procedures for determining, implementing, and reviewing the remuneration system
The Annual General Meeting determines the remuneration of the Supervisory Board by resolution at the proposal of the Management Board and Supervisory Board. The Supervisory Board remuneration was determined by the resolution of the Annual General Meeting on May 13, 2025, with an approval rate of 99.04%.
Pursuant to Section 113 (3) German Stock Corporation Act (AktG) as amended by ARUG II, the Annual General Meeting must decide on the remuneration system for the members of the Supervisory Board at least every four years. In preparation for the resolution of the Annual General Meeting, the Management Board and Supervisory Board each examine whether the Supervisory Board remuneration, in particular with regard to its amount and structure, continues to be in the interest of NORMA Group and remains appropriate. To this end, the Supervisory Board can also carry out a horizontal market comparison. If necessary, the Management Board and Supervisory Board propose a suitable adjustment to the remuneration to the Annual General Meeting. The General and Nomination Committee can prepare the deliberations and resolutions of the Supervisory Board on Supervisory Board remuneration.
Remuneration of the Supervisory Board for fiscal year 2025
Remuneration for Supervisory Board work for fiscal year 2025 will be paid on the day after the 2026 Annual General Meeting as follows:
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Remuneration granted and owed pursuant to Section 162 (1) sentence 2 No. 1 German Stock Corporation Act (AktG) |
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Type of remuneration | Mark Wilhelms1 | Denise Koopmans | Dr. Markus Distelhoff | Rita Forst |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % |
Fixed remuneration | 38 | 84.4 | 145 | 88.4 | 110 | 75.3 | 60 | 82.2 | 79 | 70.5 | 60 | 85.7 | 90 | 74.4 | 85 | 85.0 |
Attendance fees | 7 | 15.6 | 19 | 11.6 | 36 | 24.7 | 13 | 17.8 | 33 | 29.5 | 10 | 14.3 | 31 | 25.6 | 15 | 15.0 |
Total remuneration | 45 | 100.0 | 164 | 100.0 | 146 | 100.0 | 73 | 100.0 | 112 | 100.0 | 70 | 100.0 | 121 | 100.0 | 100 | 100.0 |
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Type of remuneration | Kerstin Müller-Kirchhofs (since September 9, 2024)2 | Dr. Erek Speckert (since May 13, 2025) | Erika Schulte (until May 13, 2025)3 | Miguel Ángel López Borrego (until June 16, 2024) |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % | in EUR thousand | in % |
Fixed remuneration | 132 | 85.2 | 25 | 86.2 | 42 | 80.8 | – | – | 35 | 74.5 | 95 | 86.4 | – | – | 39 | 86.7 |
Attendance fees | 23 | 14.8 | 4 | 13.8 | 10 | 19.2 | – | – | 12 | 25.5 | 15 | 13.6 | – | – | 6 | 13.3 |
Total remuneration | 155 | 100.0 | 29 | 100.0 | 52 | 100.0 | – | – | 47 | 100.0 | 110 | 100.0 | – | – | 45 | 100.0 |
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Type of remuneration | Total |
2025 | 2024 |
in EUR thousand | in EUR thousand |
Fixed remuneration | 526 | 509 |
Attendance fees | 152 | 82 |
Total remuneration | 678 | 591 |
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1_Assumption of the interim CEO role with effect from February 18, 2025 until October 31, 2025; the previous Supervisory Board mandate was suspended during the interim CEO role. 2_Judicially appointed member of the Supervisory Board with effect from September 9, 2024; member and Chair of the Audit Committee since September 20, 2024 and elected to the Supervisory Board of NORMA Group by the Annual General Meeting on May 13, 2025; Interim Chair of the Supervisory Board from February 18, 2025 to November 27, 2025. 3_Resigned from the Supervisory Board of NORMA Group at the end of the Annual General Meeting on May 13, 2025. |
In fiscal year 2025, no remuneration was paid to members of the Supervisory Board for services rendered personally (in particular consulting and brokerage services). In addition, the Supervisory Board is reimbursed for travel expenses incurred in connection with the fulfillment of its official duties for the Company.
Legend
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.