Takeover-relevant Information

NORMA Group provides the following overview of the disclosures required under Section 315a (1) HGB and Section 289a (1) HGB:

The share capital of NORMA Group SE as of December 31, 2025 amounts to EUR 31,862,400.00. It is divided into 31,862,400 no-par value registered shares. Each share entitles the bearer to one vote. There are no other classes of shares. NORMA Group SE does not hold any treasury shares as of December 31, 2025.

The Management Board of NORMA Group SE is not aware of any restrictions affecting voting rights or the transfer of shares or any agreements between shareholders that could result in such restrictions.

Apart from the voting rights listed in the Notes to the Consolidated Financial Statements, there are no other direct or indirect shareholdings in the capital that exceed ten out of one hundred voting rights.

There are no shares in NORMA Group SE that confer special control rights to the holder.

There are no employee share plans through which employees can acquire shares of NORMA Group SE. Employees with shareholdings in NORMA Group SE exercise control rights in the same way as other shareholders in accordance with applicable legislation and the Articles of Association.

The appointment and dismissal of members of the Management Board is governed by the provisions of Sections 84 et seq. AktG. The Articles of Association of NORMA Group SE do not contain any provisions deviating from the statutory provisions in this regard. The Supervisory Board determines the specific number of members of the Management Board. It can nominate a Chair and Deputy Chair of the Management Board or a Management Board spokesperson and a deputy spokesperson.

Changes to the Articles of Association are to be decided on by the Annual General Meeting in accordance with Section 179 (1) AktG. In accordance with Article 20 (3) of the Articles of Association, a simple majority of votes submitted is sufficient for a resolution on changing the Articles of Association if at least half of the share capital is represented when the resolution is adopted and a different majority is not required under the law. In accordance with Section 179 (1) (2) AktG, the Annual General Meeting can authorize the Supervisory Board to make changes that affect only the wording of the Articles of Association. The Annual General Meeting of NORMA Group SE has made use of this option through the provision in Section 14 (2) of the Articles of Association.

The Supervisory Board is authorized to amend the wording of Sections 4 and 5 of the Articles of Association in accordance with the issue of new shares from the 2025 authorized capital and, if the 2025 authorized capital is not or not fully utilized by May 12, 2030, after the expiry of the authorization.

The Supervisory Board is authorized to amend the wording of Sections 4 and 6 of the Articles of Association to reflect the issue of new shares from 2025 conditional capital. The same applies if the authorization granted by the Annual General Meeting on May 13, 2025 to issue convertible bonds, bonds with warrants and/or profit participation rights, with or without conversion or option rights or conversion or option obligations, is not exercised during the term of the authorization, or if the corresponding option or conversion rights or option or conversion obligations lapse upon expiry of the exercise periods or otherwise.

Shares may be redeemed without the redemption or its implementation requiring a further resolution by the Annual General Meeting. The redemption of shares generally leads to a reduction in capital. The Management Board may, however, deviate from this and determine that the share capital remains unchanged upon redemption and that the proportion of the remaining shares in the share capital increases as a result of the redemption in accordance with Section 8 (3) AktG. In this case, the Management Board and Supervisory Board are authorized to adjust the number of shares stated in the Articles of Association.