The application of the remuneration systems described above in fiscal year 2025 is reported below. In particular, it explains how the performance targets were applied in the variable remuneration (Section 162 (1) (1) AktG), what connection exists between the performance targets and the variable remuneration (recommendation G.1 GCGC), and what target achievement or payout factor was determined (recommendation G.9 GCGC).

 

Short-term variable remuneration (short-term incentive, STI)

In fiscal year 2025, the STI was applied for the first time in accordance with the 2024 remuneration system. As stated above, this does not apply to Guido Grandi, who was still remunerated in accordance with the 2020 remuneration system in fiscal year 2025 due to his departure from the Management Board on February 17, 2025.

 

STI in accordance with the 2024 remuneration system

The STI is a performance-based one-year bonus. The two financial performance targets “NORMA Group operating EBIT” (35% weighting) and “Group base cash flow” (35% weighting) are used as incentives to increase the Company’s profitability and liquidity. In addition, ESG (environmental, social, governance) targets (20 percent weighting) promote the sustainable and responsible development of society. Each member of the Management Board receives additional targets tailored to their role and area of responsibility as part of their individual targets (10% weighting). The amount of the STI payout is determined by multiplying the weighted total payout factors of the performance targets by the individual target amount and is limited to 200% of the target amount.

For each fiscal year, the Supervisory Board sets a target value corresponding to 100% target achievement for each of the four performance criteria. The threshold and maximum values are then derived linearly from that target value. The threshold is 70% of the target value set by the Supervisory Board, and the maximum is 130%. If the threshold value is not reached, the payout factor is 0%. If the threshold value is reached exactly, the payout factor is 50%. If the maximum value is reached or exceeded, the payout factor is 200%. Linear interpolation is used between the threshold and target values and between the target and maximum values. For the ESG targets and the individual targets, the Supervisory Board may set different threshold and maximum values and the associated payout factors for the respective fiscal year.

 

Financial targets

The “NORMA Group operating EBIT” is defined as Earnings before Interest and Taxes, excluding charges for past acquisitions, valuation increases and charges for relevant M&A transactions, adjusted only for depreciation from purchase price allocations (non-cash PPA), reversals of impairments and external costs of relevant M&A transactions. The “Group base cash flow” is cash flow before taxes, interest, capital measures, financing effects, external costs of relevant M&A transactions adjusted for any effects from (reverse) factoring, and asset-backed securities (ABS) programs.

The following target, threshold, and maximum values were set for fiscal year 2025 and target achievement and payout factors were determined:

               

2025 STI target achievement overview – financial performance targets

 

Weighting
in %

Threshold value in EUR million
(50% payout factor)

Target value
in EUR million (100% payout factor)

Maximum value
in EUR million
(200% payout factor)

Actual value
in EUR million

Target achievement in %

Payout factor in %

35.00

79.10

113.00

146.90

71.30

63.10

0.00

35.00

73.50

105.00

136.50

89.80

85.52

75.87

For 2025, the STI performance targets include NORMA Group’s Water Management business unit, which was sold to US-based ADS Inc. on February 2, 2026. The earnings contributions from the Water Management business were fully included in both the targets and the actual figures for fiscal year 2025.

The targets for NORMA Group’s operating EBIT and Group base cash flow are based on the corporate planning approved by the Management Board and Supervisory Board in November 2024. The above EBIT figure was adjusted for the expenses of the CEO change not included in the corporate planning. The Group base cash flow must be adjusted for the effects of (reverse) factoring and ABS programs, among other things, which led to a correction of EUR 5.4 million. The cashout effect for consulting services relating to the sale of the global water management business (EUR 5.5 million) and EUR 4.7 million in transformation expenses in plants and central functions as well as the aforementioned CEO change costs were also adjusted. A positive adjustment of EUR 15.6 million was therefore made to the IFRS value in the annual financial statements.

 

ESG targets

The ESG targets take into account NORMA Group’s current market practice and strategic objectives in the area of ESG incentivization and are set annually by the Supervisory Board before the beginning of the fiscal year.

>>The following ESG goals and corresponding targets, thresholds, and maximum values have been set for fiscal year 2025. The defined target achievements and payout factors are also shown. At the end of 2024, the Supervisory Board determined that the maximum target achievement and the payout factor of the ESG targets are limited to 100%.

The ESG Recordable Incident Rate target sets the 68 accidents reported in 2025 in relation to the 14,487,779 hours worked in 2025 and multiplies this value by 1,000,000. This incentivizes the Management Board to pay particular attention to safety in the workplace. At the time of the 2025 target definition, the September YTD RIR was 6.41 and with a 5% improvement target, the 2025 target value was set at 6.1. In 2025, there were fewer accidents across all plants than in the previous year (77 accidents).

The ESG target of “1,000 tons less CO215 is based on a real reduction in local CO2emissions through energy efficiency measures at the sites on the one hand and the production of solar energy on the other. Before certificates and offsetting measures, NORMA Group had CO2 emissions of 40,757 tons in 2024, so the 1,000-ton reduction target corresponds to a rounded 2% avoidance year-on-year. NORMA Group has increased its focus on solar energy in 2025, as well as increasing energy efficiency in production with a variety of measures. For example, switch-on times and temperatures for process energy were revised and lighting times in halls and offices were adapted to the presence of employees. (ESRS [GOV-3-29a-e])<<16

15 The target referred to production facilities and distribution centers of NORMA Group and only to Scope 1 and Scope 2 emissions (market-based).

16 This section is part of NORMA Group's Non-financial Statement for the fiscal year from January 1, 2025 to December 31, 2025.

             

2025 STI target achievement overview – ESG targets

 

Performance target

Weighting in %

Threshold value (payout factor 50%)

Target value / maximum value (payout factor 100%)1

Actual value

Target achievement (%)

Payout factor (%)

Recordable Accident Rate

50.00

7.90

6.10

4.7

100

100

1,000 tons less CO2

50.00

700

1,000

1,449

100

100

Total

       

100

100

 

 

Individual targets

The individual targets are set annually by the Supervisory Board before the start of the fiscal year, depending on the role and area of responsibility of a member of the Management Board. For fiscal year 2025, the Supervisory Board has deliberately defined the conclusion of an approvable sales agreement for the NORMA Water Management business as a common goal. The Supervisory Board has determined that the maximum target achievement and the payout factor are limited to 100%.

In September 2025, the sale agreement for the global NORMA Group SE Water Management business was signed with a very attractive valuation of USD 1 billion. The closing took place on February 2, 2026. The sale agreement, including all ancillary conditions, was fully approved by the Supervisory Board.

Consequently, the target achievement and payout factor of the individual targets for Mark Wilhelms, Birgit Seeger, Annette Stieve, and Dr. Daniel Heymann are 100% each.

 

Total payout factor and payout amount

The individual target amounts and payout factors for the performance targets result in the following payout amounts for fiscal year 2025:

               

2025 STI overall target achievement

 

Target amount (EUR)

Payout factor for
“NORMA Group operating EBIT”
(weighting 35%)

Payout factor for Group-base cash flow (weighting: 35%)

Payout factor for ESG targets (weighting 20%)

Payout factor for individual targets (weighting: 10%)

Total payout factor (%)

Amount paid out (EUR)

246,882.19

100

56.55

139,622.99

58,827.40

100

56.55

33,269.54

288,000.00

100

56.55

162,876.96

238,933.33

100

56.55

135,127.55

 

STI in accordance with the 2020 remuneration system

The STI in accordance with the 2020 remuneration system is a performance-based bonus that takes into account the absolute performance indicator adjusted EBIT (earnings before interest and taxes, adjusted for acquisitions) of NORMA Group, on the one hand, and, on the other hand, the relative total shareholder return (TSR) of NORMA Group in relation to a peer group. The payout amount of the STI is calculated from a starting value and an adjustment to the target achievement of the TSR in the respective fiscal year. The calculation is shown in the following formula:

 

Payout amount = Baseline (= average adjusted EBIT x STI percentage) x TSR adjustment

 

The baseline figure results from multiplying the average adjusted EBIT, i.e., adjusted for acquisitions, in the fiscal year for which the STI is granted and the two fiscal years preceding the fiscal year in which the STI is granted (arithmetic mean) by the STI-percentage, which is 0.33% for the Chair of the Management Board and 0.22% for the other Board members. In a second step, this initial value is multiplied by the TSR adjustment factor and the result represents the payout amount. The TSR is defined as the percentage change in the share price during the fiscal year, taking into account notionally reinvested dividends and all capital measures. In other words, the TSR is a measure of how the value of a share commitment has developed over a period of time and takes into account both dividends accrued during the period and any share price increases that may have occurred. The TSR adjustment factor is determined by measuring the TSR development (share price and dividend development) of NORMA Group in relation to the TSR development of the peer group companies during the grant year. Depending on the results of the comparison, the initial STI value is adjusted upwards by 20% if a position in the peer group is reached above the 75th percentile and downwards by 20% if a position is reached below the 25th percentile; the TSR adjustment factor is therefore limited to the range of 0.8 to 1.2. The peer group for 2025 consists of the industrial companies shown in the following table.

         

TSR comparison group

 

The following figure illustrates the calculation of the STI target remuneration.

The payout amount (= initial value x TSR adjustment factor) is limited to a maximum of 180% of the fixed annual salary; the initial value (= average adjusted EBIT x STI percentage) is limited to a maximum of 150% of the fixed annual salary. The short-term variable remuneration for the past fiscal year is to be paid out in the following year after approval of the Consolidated Financial Statements by the Supervisory Board. If the member of the Management Board did not work for the Company for a full twelve months in a fiscal year, the target and payout amount will be reduced accordingly.

The following figure provides a detailed overview of the calculation of the target and payout amount of the STI for fiscal year 2025 for the former CEO Guido Grandi:

 

Long-term incentive (LTI)

In fiscal year 2025, the LTI was allocated for the first time in accordance with the 2024 remuneration system. This does not apply to Guido Grandi, who was still remunerated in accordance with the 2020 remuneration system due to his departure from the Management Board on February 17, 2025. As part of the termination agreement, he waived the allocation of a new NOVA LTI tranche. In accordance with the 2020 remuneration system, the performance period of the 2023–2025 tranche of the NOVA LTI will be paid out in fiscal year 2025 for the NOVA LTI and the 2022 – 2025 tranche for the ESG LTI.

 

LTI in accordance with the 2024 remuneration system

The LTI in the 2024 remuneration system is structured as a virtual performance share plan with a four-year performance period. The payout amount of the LTI depends on achieving the three performance targets of relative total shareholder return (TSR) (weighting 70%), Group operating EBIT margin (weighting 20%), and ESG targets (weighting 10%).

At the beginning of the performance period, each Management Board member is allocated a conditional number of virtual shares calculated by dividing the individual LTI target amount by the share price at the time of allocation (average 60 trading days before the allocation date). The final number of virtual shares is determined by achieving the aforementioned targets. Target achievement determines the payout factor. The payout amount is equal to the final number of virtual shares multiplied by the share price at the end of the performance period (average of the 60 trading days prior to the end of the performance period). The payout is made in cash and is limited to a maximum of 150% of the conditionally granted virtual shares and 200% of the target amount.

The following graphic provides an overview of how the virtual performance share plan works.

 

Performance targets

The relative total shareholder return (TSR) reflects the total return for NORMA Group shareholders compared to a peer group. Taking into account the size of the Company (sales, number of employees), the global reach, the diversification of the product portfolio, and the Company’s own requirements, the MDAX companies were identified as a suitable peer group. The Supervisory Board may adjust the peer group if the MDAX companies no longer appear suitable for comparison in future fiscal years.

The target, threshold, and maximum values for the relative TSR are as follows: If the TSR of NORMA Group corresponds to the TSR of the MDAX Index, the payout factor is 100%. If the TSR is more than -20 percentage points below the MDAX index, the payout factor is 0%. If the TSR is exactly -20 percentage points below the MDAX index, the payout factor is 50%, while the payout factor is 150% if the TSR is +20 percentage points or more above the MDAX index.

The following graphic illustrates the calculation of the payout factor for the relative TSR performance target.

The Group operating EBIT margin is defined as earnings before interest and taxes, excluding charges for past acquisitions, valuation increases, and charges for relevant M&A transactions adjusted for amortization from purchase price allocations (non-cash PPA), reversals of impairment losses and external costs of relevant M&A transactions and divided by sales.

As with the STI, the ESG targets are derived from NORMA Group’s strategic objectives in the area of ESG incentivization. The Supervisory Board determines the ESG targets and the weighting of the individual ESG targets before the start of the respective performance period. The Supervisory Board has set the following ESG targets and respective weightings for the 2025 tranche:

   

2025 ESG targets

 

Weighting in %

At the beginning of the performance period, the Supervisory Board sets a target, threshold, and maximum value for the Group operating EBIT margin and each ESG target. If the target value is reached, the payout factor is 100 percent. The threshold and maximum values are derived linearly from the target value. The threshold value is generally 70% of the defined target value and leads to a payout factor of 50% when reached. If the threshold value is not reached, the payout factor is 0%. As with the STI, target achievement is capped at 100 percent. The specific target, threshold, and maximum values are disclosed in the Remuneration Report 2028, which reports on target achievement and payment.

The following graphic illustrates the calculation of the payout factor using an exemplary payout curve.

 

2025 allocation

The number of conditionally allocated virtual shares for the 2025–2028 tranche of the virtual performance share plan is as follows:

The following table shows an overview of the number of virtual shares conditionally allocated to the respective members of the Management Board in fiscal year 2025.

       

Allocation of virtual shares for the 2025–2028 LTI tranche

 

As the final number of virtual shares can only be determined at the end of the performance period, the target achievement, the payout factor, and the payout amount of the 2025–2028 LTI tranche will only be disclosed in the

Remuneration Report 2028. For the final calculation, the conditional number of virtual shares allocated is adjusted by 1/48 for each month in which the employment relationship did not exist during the 4-year performance period.

 

LTI in accordance with the 2020 remuneration system

 

NOVA LTI

The NOVA LTI is granted in the form of a backward-looking performance cash plan in annual tranches, which is supplemented by a forward-looking share purchase and share retention obligation. The members of the Management Board are granted a tranche from the performance cash plan on January 1 of each grant year. Each tranche of the performance cash plan has a performance period of three years and considers the grant year and the two fiscal years preceding the grant year (“performance period”). The main performance target for the LTI is the average NORMA Value Added (“NOVA”) during the three-year performance period. The payout amount from the LTI is calculated by multiplying the LTI percentage by the average adjusted NOVA during the performance period. The LTI percentage for the Chair of the Management Board is 1.5% and for the other members of the Board 1.0%.

The annual increase in value is calculated using the following formula:

 

NORMA Value Added = (adjusted EBIT x (1 – s) –
(WACC x invested capital))

 

The calculation of the first component is based on the adjusted Group earnings before interest and taxes (adjusted NORMA Group EBIT) for the fiscal year and the average adjusted corporate tax rate. The second component is calculated from NORMA Group’s cost of capital (WACC) multiplied by the capital employed. The assumptions for the Group’s cost of capital (WACC) are shown in the table below.

     

Assumptions for the calculation of WACC

 

2025

3.25

2.50

7.50

7.50

1.46

1.55

14.61

15.03

2.81

2.70

9.08

9.00

The base interest rate (risk-free interest rate) is derived from the interest rate structure data of the Deutsche Bundesbank (three-month average: October 1 to December 31, 2025). The market risk premium represents the difference between the expected return on a risky market portfolio and the risk-free interest rate. NORMA Group uses the recommendation of the Institute of Public Auditors in Germany (IDW) to determine this. The beta factor represents the individual risk of a share compared to a market index. It is first determined as the average value of the unindebted beta factors of the peer group and subsequently adjusted to NORMA Group’s individual capital structure. The cost of equity is the sum of the following three components: the risk-free interest rate, the weighted country risk of NORMA Group, and the product of the market risk premium and the peer group’s leveraged beta factor. The credit spread used to calculate the cost of debt was determined based on the terms of the current

external financing of NORMA Group. Invested capital is calculated from consolidated equity plus net financial liabilities as of January 1 of the fiscal year.

The following graphic clarifies the timing of the NOVA LTI, in particular the performance period and the obligation to purchase and retain shares of four years.

The NOVA LTI is limited to a maximum of 200% of the fixed annual salary for all Management Board members. The Company may pay the payout amount in cash or in shares of NORMA Group SE. In the case of a cash payment, the members of the Management Board are obliged to purchase shares of the Company for an amount equal to 75% of the net amount paid out and to retain ownership of these for a period of four years (obligation to purchase and retain shares). The Company’s Supervisory Board may decide at its reasonable discretion to issue shares in the Company in whole or in part in lieu of a cash payment. If the Company issues shares in the Company in lieu of a cash payment, the members of the Management Board are also required to retain ownership of 75% of the shares issued for a period of four years. Independently of whether the Company makes the payout amount in cash or in shares, 75% of the net payout amount from the NOVA LTI must be invested in shares of the Company and be held for a period of four years. The NOVA LTI is paid out in the following year after the Consolidated Financial Statements have been approved by the Supervisory Board, regardless of the type of payment (cash or shares in the Company). After termination of the employment contract, the obligation to hold the employee is generally valid until twelve months after the legal end of the employment contract, unless the four-year holding period has already expired.

The calculation of the NOVA value is explained in the following table:

           

Calculation of the NOVA figure

 

Adjusted EBIT in EUR thousand

Adjusted tax rate in %

WACC in %

Invested capital in EUR thousands

Annual increase in value in EUR thousands

97,481

41.3

9.55

1,055,128

-43,607

92,320

40.8

9.00

1,038,861

-38,810

69,499

71.7

9.08

1,050,524

-75,735

       

-52.717

The payout amount for the 2023–2025 NOVA LTI tranche is therefore EUR 0.00. The obligation to purchase shares for this tranche therefore also no longer applies. The following graphic provides an overview of the target amounts and payout amounts of the NOVA LTI for fiscal year 2025:

There will be no payment in the NOVA LTI for fiscal year 2025.

 

ESG LTI

In addition to the NOVA LTI, the ESG LTI represents the second component of long-term variable incentive in the 2020 remuneration system. The ESG LTI is a variable remuneration element in the form of a forward-looking performance cash plan in annual tranches, which is supplemented by an obligation of members of the Board to purchase and hold shares. Each tranche of the ESG LTI has a performance period of four years. A tranche begins on January 1 of the grant year and ends at the end of December 31 of the third year following the grant year (“ESG performance period”).

The amount paid out from the ESG LTI depends on the achievement of environmental, social, and prudent corporate governance targets, known as ESG targets. ESG targets may include: Reducing greenhouse gas emissions, increasing employee satisfaction, increasing customer satisfaction, reducing accidents at work, and increasing sustainability. For the ESG LTI 2022–2025 covered in this Remuneration Report, the Supervisory Board set the following targets: for 2022 and 2023, a reduction in CO2 emissions from 50,455 tons in 2020 to 42,000 tons in 2024. CO2 emissions for the target are reported in accordance with the GHG Protocol (market-based, Scope 1 and Scope 2). Scope 1 includes only emissions from natural gas and liquid gas and Scope 2 emissions from purchased electricity and district heating. When recording emissions, only emissions relating to the production sites are taken into account. Since January 2022, NORMA Group has purchased electricity from renewable energy sources at all production sites. NORMA Group purchases “Energy Attribute Certificates” for this purpose. These are also included in the target value.

By purchasing Energy Attribute Certificates (EAC), CO2 emissions were reduced to the respective target value of CO2 equivalents and the target achievement for the years 2022 and 2023 is therefore 100%. The reduction target of 42,000 tons of CO2 equivalents by 2024 was achieved ahead of schedule. The Supervisory Board has therefore reformulated the ESG target for the 2025 tranche, as it did for 2024: Reduction of local CO2 emissions emitted at NORMA Group sites by around 1,000 tons of CO2 equivalents per year (this corresponds to around 2 percent) through energy-saving measures and the installation of solar systems. This target was achieved in 2025 with a saving of 1,449 tons.

The target amount of the ESG LTI is 20% of the fixed annual salary. The payout amount is limited to a maximum of 100% of the target amount. The payout amount from the ESG LTI is due for payment at the end of the month following the month in which the Supervisory Board approved the Company’s Consolidated Financial Statements for the grant year. The Company can pay out the payout amount from the ESG LTI in cash or in shares in the Company. In the case of a cash payment, the members of the Management Board are obliged to purchase shares in the Company for the entire net amount paid out and to retain ownership of these for a period of one year (“obligation to purchase and retain shares”). The Company’s Supervisory Board may decide at its reasonable discretion to issue shares in the Company in whole or in part in lieu of a cash payment. In this case, the members of the Management Board are also obliged to hold 100% of the shares issued for a period of one year. As a result, 100% of the net payout amount from the ESG bonus must be invested in shares of the Company and be held for a period of one year. The following graphic clarifies the mechanism of the ESG LTI.

 

The ESG LTI 2022–2025 results in a payment of EUR 79 thousand for CFO Annette Stieve. For the former members of the Management Board Dr. Michael Schneider and Dr. Friedrich Klein, payments amounted to EUR 45 thousand and EUR 40 thousand respectively; these amounts were reduced pro rata temporis in accordance with their respective contract terms.

 

Disclosure of shares and share options granted or promised within the meaning of Section 162 (1) No. 3 German Stock Corporation Act (AktG) as part of the long-term incentives (LTI)

The following table provides an overview of the shares held by the members of the Management Board as a result of the purchase obligation in previous years:

             

NOVA bonus / LTI1,2

 

   

Balance at the beginning of the financial

year

Shares granted in the fiscal year

Holding period expired in the fiscal year

Balance at the end of the financial

year

Duration of the existing holding period until

153

153

0

July 2025

2,620

2,620

May 2026

852

852

0

May 2025

4,200

4,200

May 2026

810

810

0

May 2025

Shares from the ESG LTI 2022–2025 will only be acquired in the future; these shares will therefore only be shown in the Remuneration Report 2026.

 

Compliance with the maximum remuneration

The total remuneration to be granted for a fiscal year (total of all remuneration amounts granted for the fiscal year in question, including the fixed annual salary, variable remuneration components, pension expenses (service costs) and fringe benefits) of the members of the Management Board – regardless of whether it is paid out in this fiscal year or at a later date – is capped in absolute terms (“maximum remuneration”). The maximum remuneration pursuant to Section 87a (1) (2) (1) of the German Stock Corporation Act (AktG) is EUR 3,900,000 for the Chair of the Management Board and EUR 2,500,000 for each of the other Management Board members. If the total remuneration calculated for a fiscal year exceeds the maximum remuneration, the payout amount from the LTI is reduced so that the maximum remuneration is observed. If necessary, the Supervisory Board is permitted, at its due discretion, to reduce other remuneration components or demand reimbursement of remuneration already paid. Irrespective of the specified maximum remuneration, the payment amounts of the individual variable remuneration components are also limited in relation to the fixed annual salary.

The remuneration granted for fiscal year 2025 remained within the target and the maximum payout is below the maximum remuneration.

 

Share holding obligations

As part of the 2024 remuneration system, the members of the Management Board are subject to an obligation to purchase and hold NORMA Group shares in the amount of 100% of their annual base salary. The required number of shares must be built up over four years according to a predetermined acquisition plan. An STI paid out in the following year can also be used to purchase shares. If the purchase obligation is not fulfilled, the LTI may be reduced.

The following overview shows the current status of the shareholding obligation:

     

Status of the shareholding obligation

 

Target (in % of the fixed annual salary)

Status

 

Reclaiming variable remuneration components in the reporting year

The Company is entitled to adjust and reclaim the payment amounts from the variable remuneration at its due discretion if the audited Consolidated Financial Statements and/or the basis for determining other targets on which the calculation of the variable remuneration is based need to be corrected retrospectively because they prove to be objectively incorrect, and the error has led to an incorrect calculation of the variable remuneration (“performance clawback”). In fiscal year 2025, the Supervisory Board did not reclaim any remuneration due to a performance clawback.

The Supervisory Board is also entitled to withhold the variable remuneration components in part or in full (down to zero) (“compliance penalty”) or to demand them back (“compliance clawback”) in the event of a grossly negligent or intentional breach by a Management Board member of a material duty of care within the meaning of Section 93 AktG or a material principle of action of an internal guideline issued by the Company and an associated threat to the business success or reputation of NORMA Group SE or one of its companies. In fiscal year 2025, the Supervisory Board did not withhold or reclaim any remuneration due to compliance issues.

The assertion of claims for damages in accordance with Section 93 German Stock Corporation Act (AktG) remains unaffected by a clawback case.

 

Remuneration of the Management Board in fiscal year 2025

In accordance with Section 162 (1) (1) AktG, the Remuneration Report must state the remuneration granted and owed to each individual member of the Management Board in the last fiscal year. The terms are based on the following understanding:

The term “granted” covers the actual receipt of the remuneration component, whereby this is allocated to the fiscal year in which the activity on which the remuneration is based was fully performed (vesting-oriented interpretation).

The term “owed” covers all legally existing liabilities for remuneration components that are due but have not yet been fulfilled. As the Company was not in arrears with the payment of remuneration components, no remuneration owed is identified.

Accordingly, for fiscal year 2025

the basic salary paid in fiscal year 2025,

the fringe benefits,

the STI for fiscal year 2025 to be paid out at the beginning of fiscal year 2026, for which the underlying activity has been fully performed,

the 2023–2025 NOVA LTI tranche to be paid out at the beginning of fiscal year 2026, for which the underlying activity has been fully performed, and

the 2022–2025 ESG LTI tranche to be paid out at the beginning of fiscal year 2026, for which the underlying activity has been fully performed

shall be granted as remuneration.

The relative proportions shown in the table relate to the remuneration components “granted and owed” in the respective fiscal year in accordance with Section 162 (1) (2) AktG.

 

Remuneration of the active members of the Management Board for fiscal year 2025 in accordance with Section 162 AktG

The remuneration granted and owed to the active members of the Management Board is made up as follows:

                             

Remuneration granted and owed pursuant to Sec. 162 (1) (2) (1) of the German Stock Corporation Act (AktG)

 

Birgit Seeger

(since November 1, 2025)

Dr. Daniel Heymann

Annette Stieve

Total

2025

2024

2025

2024

2025

2024

2025

2024

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in EUR thou-sands

92

29.0

373

53.4

360

61.1

450

52.0

450

59.4

915

810

5

1.6

29

4.2

28

4.8

29

3.4

28

3.7

63

56

97

30.6

402

57.6

388

65.9

479

55.4

478

63.1

978

866

33

10.4

135

19.3

201

34.1

163

18.8

201

26.5

329

402

                           

187

59.0

161

23.1

144

16.6

492

k.A.

0

0

0

79

10.4

79

79

0

0

0

0

79

9.1

220

69.4

295

42.4

201

34.1

386

44.6

280

36.9

902

481

317

100.0

698

100.0

589

100.0

865

100.0

758

100.0

1,880

1,347

The benefits that have been promised to the members of the Management Board in the event of the regular termination of their activity (cf. Section 162 (2) (3) AktG) are distributed among the individual Management Board members as shown in the following table.

             

Overview of committed contributions to the pension scheme for members of the Management Board

 

 

Birgit Seeger

(since Nov. 1, 2025)

Dr. Daniel Heymann

Annette Stieve

2025

2024

2025

2024

2025

2024

28

140

120

165

165

             
 

Mark Wilhelms

(Feb. 18 – Oct. 31, 2025)1

Guido Grandi

(June 1, 2023 – Feb. 17, 2025)2

Total

2025

2024

2025

2024

2025

2024

126

180

180

639

465

The defined benefit obligation of pension commitments to prior members of the Management Board and their dependents was EUR 7,057 thousand as of December 31, 2025 (2024: EUR 7,106 thousand).

 

Remuneration of former members of the Management Board for fiscal year 2025 in accordance with Section 162 AktG

The variable remuneration (STI, NOVA LTI, and ESG LTI) is presented – as for the members of the Management Board active at the end of the fiscal year – as remuneration granted and owed in the fiscal year in which the activity on which the remuneration is based was performed in full in accordance with Section 162 (1) (2) (1) AktG.

The remuneration granted and owed to former members of the Management Board is made up as follows:

                         

Remuneration granted and owed pursuant to Sec. 162 (1) (2) (1) of the German Stock Corporation Act (AktG)

 

Mark Wilhelms

(Feb. 18, 2025 – Oct. 31, 2025)1

Guido Grandi

(June 1, 2023 to February 17, 2025)2

Dr. Friedrich Klein

(until April 30, 2023)3

2025

2024

2025

2024

2025

2024

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

in EUR thou-sands

in %

387

63.1

550

64.3

550

62.4

19

3.1

13

1.5

30

3.4

406

66.2

563

65.8

580

65.8

140

22.8

292

34.2

302

34.2

                       

67

10.9

0

0

59

100.0

40

100.0

207

33.8

292

34.2

302

34.2

40

100.0

59

100.0

613

100.0

855

100.0

882

100.0

40

100.0

59

100.0

             

Dr. Michael Schneider

(until December 31, 2022)

Total

2025

2024

2025

2024

in EUR thou-sands

in EUR thou-sands

in EUR thou-sands

in EUR thou-sands

in EUR thousands

in EUR thousands

937

550

32

30

969

580

432

302

           

67

0

0

75

100.0

134

45

100.0

85

45

100.0

75

100.0

584

436

45

100.0

75

100.0

1,553

1,016

 

Verification of the appropriateness of Management Board remuneration

The Supervisory Board reviews the appropriateness of Management Board remuneration at relevant decision-making times, in particular, with regard to whether the amount of Management Board remuneration is appropriate from a legal perspective within the meaning of Section 87 (1) AktG. The Supervisory Board also uses external consultants to assess the appropriateness of the Management Board’s remuneration and pension. From a Company-external perspective, the relationship between the amount and structure of Management Board remuneration and the remuneration of senior management and the workforce as a whole is evaluated (vertical comparison). In addition to a status quo analysis, the vertical comparison also takes into account the development of remuneration ratios over time. On the other hand, the amount and structure of remuneration are evaluated based on the positioning of NORMA Group in a peer group (horizontal comparison). In addition to the fixed remuneration, the horizontal comparison also includes the short and long-term remuneration components as well as the amount of the fringe benefits and Company pension scheme. The peer group was carefully chosen by the Supervisory Board to avoid an automatic upward trend in remuneration.

Legend

These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.