25. Share-based remuneration

Management incentive schemes

a) Long-term incentive (LTI) for members of the Management Board

i. 2024 remuneration system

The LTI from the 2024 remuneration system for Management Board members was introduced in fiscal year 2025 and is a virtual performance share plan with a performance period of four years that depends on the following financial and non-financial performance targets:

•Relative total shareholder return compared to the MDAX (weighting 70%)

•Group operating EBIT margin (weighting 20%)

•ESG targets (weighting 10%)

At the beginning of the performance period, each Management Board member receives a conditional number of virtual shares calculated on the basis of an individual target amount and the share price at the time of allocation (average of the 60 trading days prior to the allocation date).

The final number of virtual shares depends on the weighted total payout factor of the performance targets and is limited to 150%.

The payout amount is calculated by multiplying an individual target amount by the weighted total target achievement or total payout factor of the performance targets and is limited to 200% of the target amount. Payment is made in cash after approval of the Consolidated Financial Statements for the respective fiscal year, but not before May 1.

A Monte Carlo simulation was used to determine the fair value, which forms the basis for calculating the pro rata provision as of the reporting date. Due to the cash settlement of the virtual options, the fair value is measured on each reporting date and the resulting changes in fair value are recognized in profit or loss, with the expense being distributed pro rata over the performance period. The virtual share units granted under the LTI developed in fiscal years 2025 as follows:

In total, the provision for the LTI PSP as of December 31, 2025 amounted to EUR 553 thousand.

ii. 2020 remuneration system

With effect from January 1, 2020, the LTI from the 2020 remuneration system for the members of the Management Board consists of two different long-term variable remuneration components: the NORMA Value Added LTI (NOVA LTI) and the Environmental, Social and Governance LTI (ESG LTI).

NOVA LTI

The NOVA LTI was awarded for the last time in fiscal year 2024 and corresponds to the percentage of the average increase in value in the fiscal year of grant and the two fiscal years preceding the fiscal year of grant. The annual increase in value is calculated using the following formula:

NORMA Value Added = (adjusted EBIT × (1 – s)) –

(WACC × invested capital)

The first component is calculated on the basis of the (adjusted) Group earnings before interest and taxes (Group EBIT) for the fiscal year and the average Group tax rate (s). The second component is calculated from the Group’s weighted average cost of capital (WACC) multiplied by the invested capital. The weighted average cost of capital (WACC) is calculated from the base interest rate, the market risk premium and the beta factor. The base interest rate is derived from the interest rate structure data of the Deutsche Bundesbank (three-month average – October 1 to December 31). The market risk premium represents the difference between the expected return on a risky market portfolio and the risk-free interest rate; NORMA uses the recommendation of the Institute of Public Auditors in Germany (IDW) to determine the market risk premium. 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 unlevered beta factors of the peer group and then adjusted to NORMA’s individual capital structure. The cost of equity is calculated by adding the

risk-free interest rate and the weighted country risk of NORMA Group to the product of the market risk premium and the leveraged beta factor of the peer group. The credit spread used to calculate the cost of debt was determined on the basis of the conditions of NORMA Group’s current external financing. The invested capital is calculated from the Group’s equity plus the net financial liabilities as of January 1 of the fiscal year. The NOVA bonus is limited to a maximum of 200% of the fixed annual salary. The Company can pay out the payment amount in cash or in shares of the Company. In the case of cash payment, the members of the Management Board are obliged to acquire shares in the Company for an amount equivalent to 75% of the net amount paid out. The Supervisory Board of the Company may, at its reasonable discretion, decide to issue shares in the Company in whole or in part instead of a cash payment. Irrespective of whether the Company pays out the payment amount in cash or in shares, 75% of the net payment amount from the NOVA bonus must be invested in shares in the Company.

The Management Board member may not dispose of the shares before four years have elapsed. Dividends and subscription rights are freely available to the Management Board member. If a member of the Management Board joins the Company in the current fiscal year or does not work for the Company for a full twelve months in a fiscal year, the LTI is reduced pro rata temporis. Upon termination of the employment contract, a member of the Management Board may only dispose of the shares twelve months after termination. Upon termination of the board position at the request of the Management Board or for good cause, future entitlements to the variable remuneration components of this LTI lapse.

NORMA Group classifies the remuneration as a whole as share-based remuneration. Due to the past practice of cash payment in connection with the current lack of a legal possibility to use this remuneration to acquire treasury shares or to raise contingent capital, NORMA Group classifies the share of the remuneration that is not subject to the share acquisition and holding obligation, i.e., 25% of the NOVA LTI, as a cash-settled share-based payment. The remaining 75% of the remuneration is classified as equity-settled share-based remuneration because the beneficiaries will ultimately receive shares of NORMA Group due to the share purchase and holding obligation.

The resulting personnel expenses are recognized pro rata over the respective three-year performance period, taking into account the employment period. For tranches that have not yet been allocated, the fiscal years for which performance has already been rendered are already taken into account. This means that the recognition of expenses begins two years before allocation.

The employee benefits expense for the 75% of the NOVA LTI classified as equity-settled is transferred to retained earnings. For the remaining 25%, the employee benefits expense is recognized by a corresponding provision.

Fair value

The fair value of each tranche is determined at the beginning of the performance period on the basis of expected increases in value and adjusted on an ongoing basis. Internal company planning data is used for this. These are based on financial plans approved by management for a five-year period.

The NOVA bonus developed in fiscal years 2024 as follows:

Total provisions for the NOVA LTI as of December 31, 2025 amounted to EUR 0 thousand (Dec 31, 2024: EUR 0 thousand). The fair values of the current 2024 tranche and the future 2025 and 2026 tranches are EUR 0 thousand due to the targets achieved and planned, meaning that the expected vesting for these future tranches is also EUR 0 thousand.

ESG LTI

The ESG LTI was implemented for the first time in fiscal year 2020. It is granted in annual tranches. Each tranche has a term of four years. A tranche begins on January 1 of the fiscal year in which it is granted and ends at the end of December 31 of the third year following the fiscal year in which it is granted (ESG performance period). The amount paid out under the ESG bonus depends on the achievement of agreed environmental, social and governance targets. The reduction of CO₂ emissions has been defined as a target for the tranches granted to date. The target amount of the ESG bonus is 20% of the fixed annual salary. The payout amount is limited to a maximum of 100% of the target amount. The company can pay out the payment amount from the ESG bonus in cash or in shares of the Company. If the bonus is paid out in cash, the members of the Management Board are obliged to acquire shares in the Company for the entire net amount paid out and to hold them for a period of one year (obligation to acquire and hold shares). The Supervisory Board of the Company may decide at its reasonable discretion to issue shares in the Company in full or in part instead of a cash payment. In this case, the members of the Management Board are also obliged to hold 100% of the shares issued for one year. If a member of the Management Board joins the Company in the current fiscal year or does not work for the Company for a full twelve months in a fiscal year, the LTI is reduced pro rata temporis.

NORMA Group classifies the remuneration (ESG LTI) as share-based payment. The remuneration is classified as equity-settled due to the obligation to purchase and hold shares.

The resulting personnel expenses are recognized pro rata over the respective four-year performance period, taking the employment period into account, and are allocated to retained earnings.

Fair value

The fair value of each tranche is determined at the beginning of the performance period on the basis of the expected target achievement and adjusted on an ongoing basis. Internal company planning data is used for this. These are based on financial plans approved by management for a five-year period.

The ESG LTI developed in fiscal years 2025 and 2024 as follows:

A gross payment from the 2021 ESG LTI tranche in the amount of EUR 213 thousand will be made in fiscal year 2025 (2024: ESG LTI tranche 2020: EUR 106 thousand).

b) Short-term incentive (STI) for members of the Management Board

i. 2024 remuneration system

The STI is a one-year performance-related bonus that depends on the following financial and non-financial performance targets:

•NORMA Group operating EBIT (weighting 35%)

•Group base cash flow (weighting 35%)

•ESG targets (weighting 20%)

•Individual targets (weighting 10%)

The payout amount is calculated by multiplying an individual target amount by the weighted total payout factor of the performance targets and is limited to 200% of the target amount. Payment is made in cash after approval of the Consolidated Financial Statements for the respective fiscal year, but not before May 1.

NORMA Group classifies the remuneration (STI) as cash-settled share-based payment. The expense from the remuneration is recognized in personnel expenses with a corresponding provision.

In total, the provision for the STI as of December 31, 2025 amounts to EUR 810 thousand (Dec 31, 2024: EUR 0 thousand), of which EUR 810 thousand will be paid out in fiscal year 2026.

ii. 2020 remuneration system

The STI 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 SE 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:

Amount paid out = initial value

(= average adjusted EBIT x individual STI percentage) x

TSR adjustment factor

The initial value is calculated by 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 individual STI percentage rate specified in the employment contract. The individual STI percentage rate is 0.33% for the Chair of the Management Board and 0.22% for the other members of the Management Board. 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 grant year, taking into account notionally reinvested dividends and all corporate actions. 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 the dividends accrued during the period and any price increases that may have occurred. In the current remuneration system, the share yield is taken into account as a relative performance factor. The TSR adjustment factor is determined by measuring the TSR development (share price and dividend development) of NORMA Group SE in relation to the TSR development of the companies in the peer group during the grant fiscal year. Depending on the results of the comparison, the initial value of the STI is adjusted upwards by 20% when a position in the peer group is reached above the 75th percentile and downwards by 20% below the 25th percentile; the TSR adjustment factor is thus limited to the range of 0.8 to 1.2. The peer group currently consists of the following 14 listed companies with a size, structure and industry sector comparable to NORMA Group: Bertrandt AG, Deutz AG, DMG Mori AG, ElringKlinger AG, Gerresheimer AG, Jungheinrich AG, König & Bauer AG, SAF-Holland S. A., Schaeffler AG, SGL Carbon SE, Stabilus S. A., Vossloh AG, Wacker Neuson SE and Washtec AG. The Supervisory Board is authorized to adjust the peer group for future assessment periods before the start of the respective assessment period. The payout amount (= initial value x TSR adjustment factor) is limited to a maximum of 180% of the basic annual salary; the initial value (= average adjusted EBIT x individual 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 paid out in the following year after approval of the Consolidated Financial Statements by the Supervisory Board. If the Management Board member has not worked for the Company for a full twelve months in a fiscal year, the annual bonus is reduced accordingly.

NORMA Group classifies the remuneration (STI) as cash-settled share-based payment. The expense from the remuneration is recognized in personnel expenses with a corresponding provision.

In total, the provision for the STI as of December 31, 2025 amounts to EUR 34 thousand (Dec 31, 2024: EUR 704 thousand), of which EUR

34

c) Long-term incentive plan for employees

In fiscal year 2013, NORMA Group installed a share-based, long-term, variable remuneration component for executives and certain other groups of employees (Long-Term Incentive Plan).

The Long-Term Incentive Plan (LTI) is a cash-settled share-based remuneration plan that takes into account both the performance of the Company and the share price development.

At the beginning of the performance period, the plan participants receive a provisional number of share units (virtual shares), which is calculated as a percentage of the basic salary multiplied by a conversion rate. The conversion rate is determined by the average share price over the last 60 trading days of the calendar year prior to the grant date. After four years, the provisional number of share units is adjusted on the basis of the realized Company performance depending on the target definition during the performance period and the corporate factor or the regional factor.

The target achievement factor measured by the adjusted EBITA for the 2013-2019 tranches, the NOVA for the 2020-2023 tranches and the adjusted EBIT for the tranches from 2024 onwards as well as the corporate factor and the regional factor are used as performance targets. The target achievement factor is based on NORMA Group’s adjusted EBITA. The absolute target value for adjusted EBITA is determined from the respective budget value for each of the four years of the performance period. At the end of the four years, the adjusted values achieved each year are defined in relation to the target values as a percentage and an average is calculated over the four years. An allocation is made if the degree of target achievement exceeds 90%. Target achievement between 90% and 100% has an impact of 10 percentage points per percentage point on the target achievement factor. If the target achievement level is between 100% and 200%, the target achievement factor increases by 1.5 percentage points for each percentage point of target achievement.

The corporate factor is derived by Group Senior Management on the basis of the Company’s performance and its performance in relation to comparable companies. In addition, the development of the free cash flow figures is taken into account when determining the factor. Furthermore, it is at the discretion of Group Senior Management to take unexpected developments into account and to adjust the corporate factor upwards or downwards accordingly on a discretionary basis. The factor can assume values between 0.5 and 1.5.

The factor takes into account the results of the region as well as the region-specific characteristics and is used as an adjustment factor for plan participants with regional responsibility.

The value of the share units is then determined on the basis of the average share price over the last 60 trading days at the end of the fourth calendar year. If the calculated payout from the LTI is higher than 250% of the endowed amount, the maximum payout value is limited to 250% (cap). The value calculated in this way is paid out to the participants in cash in May of the fifth year.

The LTI is therefore a Group-wide and global remuneration instrument with a long-term orientation. Linking the LTI to the development not only of the stock price, but also the Company’s performance, provides an additional incentive to create value through value-based action, aligned with the goals of NORMA Group.

A Monte Carlo simulation was used to determine the fair value, which forms the basis for calculating the pro rata provision as of the reporting date. Due to the cash settlement of the virtual share units, the fair value is measured on each reporting date and the resulting changes in fair value are recognized in profit or loss, with the expense being distributed pro rata over the performance period.

The share units granted under the LTI changed in fiscal years 2024 to 2025 as follows:

No payment was made from the LTI program in fiscal year 2025 (2024: no payment).

In total, the provision for the LTI tranches on December 31, 2025 amounted to EUR 1,721 thousand (Dec 31, 2024: EUR 1,981 thousand). No options from the LTI were exercisable as of December 31, 2025 (Dec 31, 2024: none).

d) Expense from share-based remuneration

The net expense/income from share-based remuneration recognized in employee benefit expenses in the fiscal year was as follows: