The Supervisory Board monitors and controls the management of the Management Board with regard to compliance with legal requirements and the provisions of the Articles of Association. In addition to the retrospective monitoring of the actions of the Management Board, the Supervisory Board also advises the Management Board with regard to intended future management measures. The Supervisory Board is responsible for appointing and dismissing members of the Management Board and determines the total remuneration of the individual members of the Management Board. The Supervisory Board represents the company in and out of court vis-à-vis members of the Management Board.
The Supervisory Board of NORMA Group SE consists of six members. In accordance with the requirements of Section 100 (5) AktG, the Supervisory Board members as a whole are familiar with the sector in which the company operates and at least one member of the Supervisory Board, Mr. Mark Wilhelms, has expertise in the field of accounting and at least one other member, Ms. Kerstin Müller-Kirchhofs, has expertise in the field of auditing annual financial statements.
The Supervisory Board of NORMA Group SE consists of the following members as of December 31, 2025:
•Mark Wilhelms (Chair of the Supervisory Board)2
•Denise Koopmans (Deputy Chair of the Supervisory Board)
•Kerstin Müller-Kirchhofs3,4
•Rita Forst
2 Member and Chair of the Supervisory Board until the end of February 17, 2025; assumed the role of Interim CEO with effect from February 18, 2025; the Supervisory Board mandate was suspended during the temporary appointment as a member of the Management Board and Interim CEO until the end of October 31, 2025. Chair of the Supervisory Board again since November 27, 2025.
3 Court-appointed member of the Supervisory Board with effect from September 9, 2024; elected to the Supervisory Board by the Annual General Meeting on May 13, 2025.
4 Interim Chair of the Supervisory Board from February 18, 2025 to November 27, 2025.
•Dr. Markus Distelhoff
•Dr. Erek Speckert5
The CVs of the current members of the Supervisory Board are published on the company’s website. WWW.NORMAGROUP.COM
NORMA Group SE is not subject to co-determination, so there are no employee representatives on the Supervisory Board. All members of the Supervisory Board are elected by the Annual General Meeting and are therefore shareholder representatives.
At the meeting on November 27, 2025, the Supervisory Board resolved to adjust the targets for the composition of the Supervisory Board, the diversity concept and the skills profile defined for the entire Board. The objectives for the composition of the Supervisory Board include ensuring that all members are independent, that no member works for a major competitor of NORMA Group and that no member who is a member of the Management Board of a listed company holds more than two Supervisory Board mandates in listed companies. Furthermore, when proposing new members for election, the Supervisory Board should pay attention to diversity, including with regard to the criteria of internationality, gender and age. The standard limit for membership of the Supervisory Board is twelve years. The age limit for Supervisory Board members is 75.
The following qualification matrix explains the allocation of the key skills defined in the adjusted skills profile to the individual acting members of the Supervisory Board and the status of implementation of the skills profile by the entire Board:
5 Elected to the Supervisory Board of NORMA Group SE by the Annual General Meeting on May 13, 2025.
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Supervisory Board qualification matrix1
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Skills2
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Corporate manage-ment and experience in trans-formation
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Experience in relevant industry sectors
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Strategic business develop-ment, M&A
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Inter-national experience
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Pro-duction, Opera-tions, Research and Develop-ment (R&D)
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Sales & Marketing
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Human resources develop-ment and
orga-nization
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Finance, accoun-ting, auditing, controlling
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Internal control systems, risk manage-ment, law and com-pliance
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Capital markets and capital market regulation
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Digi-talization, AI, IT, cyber security
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Sustain-ability,
ESG
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Members
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Dr. Markus Distelhoff
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✓
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✓
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✓
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✓
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✓
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Rita Forst
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✓
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✓
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✓
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✓
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✓
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Denise Koopmans
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✓
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✓
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✓
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✓
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✓
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Kerstin Müller-Kirchhofs
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✓
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✓
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✓
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✓
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✓
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Dr. Erek Speckert
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✓
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✓
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✓
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✓
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✓
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Mark Wilhelms
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✓
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✓
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✓
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✓
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✓
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1_Fields of competence in accordance with the competence profile defined by resolution of the Supervisory Board on November 27, 2025, and the underlying determination of the Supervisory Board of the core competencies that the Supervisory Board considers to be the most important for monitoring and advising the Management Board of NORMA Group SE as the top management of NORMA Group.
2_Assignment of the five most pronounced skills based on the self-assessment of the individual members confirmed by resolution of the full Supervisory Board. The self-assessment is based on the Supervisory Board members’ above-average expertise in the relevant fields of competence, which can be traced on the basis of their CVs and is underpinned by several years of relevant professional experience or relevant training, or by specific relevant further and advanced training measures.
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No current Supervisory Board member who is not a member of the Management Board of a listed company holds more than five Supervisory Board mandates at listed companies outside the Group or comparable functions. None of the current members of the Supervisory Board are members of the Management Board of a listed company. The professions and other mandates in supervisory boards or comparable supervisory bodies held by members of the Supervisory Board of NORMA Group SE in the 2025 fiscal year are shown in the following table:
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Other mandates of the Supervisory Board members
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Member of the Supervisory Board
Current occupation
Duration of membership of the body
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Other mandates in supervisory boards and comparable supervisory bodies
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Mark Wilhelms1
Chair of the Supervisory Board
Consultant
Member since 2018
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No further mandates in supervisory boards or comparable supervisory bodies
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Denise Koopmans
Deputy Chair
Consultant
Member since 2023
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Member of the Board of Directors (non-executive director) of Cicor Technologies AG, Boudry, Switzerland (listed)
Member of the Supervisory Board of Royal BAM Group NV, Bunnik, Netherlands (listed)
Member of the Board of Directors (non-executive director) of Swiss Post Ltd, Bern, Switzerland (not listed)
Member of the Board of Governors at Grant Thornton International Ltd., London, United Kingdom (not listed)
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Kerstin Müller-Kirchhofs2
Consultant
Member since 2024
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No further mandates in supervisory boards or comparable supervisory bodies
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Rita Forst
Consultant
Member since 2018
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Member of the Board of Directors (Non-Executive Director) of AerCap Holdings N.V., Dublin, Ireland (listed company)
Member of the Supervisory Board (Non-Executive Director) of Johnson Matthey PLC, London, UK (listed company)
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Dr. Markus Distelhoff3
Consultant
Member since 2023
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No further mandates in supervisory boards or comparable supervisory bodies
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Dr. Erek Speckert4
CEO KERN LIEBERS GmbH & Co. KG
Member since 2025
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Member of the Supervisory Board of GKD Gebr. Kufferath AG, Düren, Germany (not listed)
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1_Chair of the Supervisory Board until the end of February 17, 2025; assumed the role of Interim CEO with effect from February 18, 2025 until October 31, 2025; the Supervisory Board mandate was suspended during the Interim CEO role; returned to the Supervisory Board on November 1, 2025. On November 27, 2025, the Supervisory Board re-elected Mark Wilhelms as Supervisory Board Chair at a Supervisory Board meeting.
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; elected to the Supervisory Board by the Annual General Meeting on May 13, 2025; Interim Chair of the Supervisory Board from February 18, 2025 to November 27, 2025.
3_Member of the Management Board and CEO of REHAU Automotive, Rehau Germany, until September 30, 2025.
4_Elected to the Supervisory Board of NORMA Group SE by the Annual General Meeting on May 13, 2025.
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There are no consultancy or other service or work contracts between NORMA Group companies and a member of the Supervisory Board.
Transactions between NORMA Group companies, on the one hand, and a Supervisory Board member or persons or entities related to them, on the other, require prior approval by the Supervisory Board. No such transactions were concluded in 2025.
Every member of the Supervisory Board is required to report conflicts of interest. Material and not merely temporary conflicts of interest in the person of a Supervisory Board member are to lead to termination of the mandate. There were no conflicts of interest between a member of the Supervisory Board and the company in the 2025 fiscal year.
In accordance with the recommendation in section D.12 of the German Corporate Governance Code (DCGK), the Supervisory Board regularly assesses the effectiveness of itself and its committees in fulfilling their duties. The most recent questionnaire-based self-assessment took place in December 2025. The Supervisory Board discusses the results of these regular evaluations and derives recommendations for action; if necessary, it adopts appropriate measures. The Supervisory Board continues to monitor the implementation of the adopted measures until the next scheduled review.
The Chair of the Supervisory Board organizes and coordinates the work of the Supervisory Board. The Chair also represents the interests of the Supervisory Board externally and is authorized to make any declarations of intent on behalf of the Supervisory Board that are necessary to implement Supervisory Board resolutions. The Chair of the Supervisory Board holds regular discussions with investors on topics that specifically concern the Supervisory Board within an appropriate framework, even without the Management Board.
Supervisory Board resolutions can be adopted by simple majority, with the Chair casting the deciding vote in the event of a tie.
Legend
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.