NORMA Group Buyback Supports NewNORMA Capital Structure and Portfolio Realignment

(IN BRIEF) NORMA Group SE is launching a second public share buyback offer with a total volume of approximately EUR 208 million, offering to repurchase up to 9,306,487 shares at EUR 22.35 per share, a price that includes a 25.47 percent premium to the three-month average Xetra closing price and forms the final step in the company’s planned capital return of approximately EUR 260 million. The offer begins on 17 August 2026 and, together with the approximately EUR 53 million buyback completed in spring 2026, is intended to complete the capital return announced in February 2026. The offer volume represents approximately 29.21 percent of current share capital, or 32.45 percent of outstanding shares excluding treasury shares, and acquired shares will be cancelled, reducing the company’s share capital. Shareholders may tender shares during the acceptance period from 17 August to 15 September 2026, using tender rights based on a 19:6 tender ratio, with tender rights tradable on the Frankfurt Stock Exchange from 20 August to 10 September 2026 under ISIN DE000A41YH53 and WKN A41YH5. CEO Birgit Seeger said the transaction supports disciplined capital allocation and creates a clearer capital structure for the development of NewNORMA, with further strategy details planned for 19 October 2026.

(PRESS RELEASE) MAINTAL, 14-Aug-2026 — /EuropaWire/ — NORMA Group SE is moving ahead with the capital return to shareholders announced in February 2026 by launching a second public share buyback offer with a total volume of approximately EUR 208 million.

The offer is scheduled to begin on 17 August 2026 and represents the final step in the company’s planned capital return of approximately EUR 260 million.

Together with the approximately EUR 53 million share buyback completed in spring 2026, the new offer is intended to complete the announced capital return and further demonstrate NORMA Group’s disciplined approach to capital allocation.

Under the public offer, NORMA Group is offering to buy back up to 9,306,487 NORMA Group SE shares at a price of EUR 22.35 per share.

The offer price represents a premium of 25.47 percent on the average closing price of NORMA Group SE shares in Xetra trading on the Frankfurt Stock Exchange over the three months up to 13 August 2026.

Compared with the closing price of the NORMA Group SE share on 30 June 2026, the day before the Annual General Meeting adopted the resolution for the measure, the premium amounts to 27.42 percent.

The offer price is within the independently determined value ranges per share newly calculated in accordance with the IDW S1 standard as of 13 August 2026.

NORMA Group’s Management Board expects to be able to increase these value ranges further in the future as part of the company’s transformation to NewNORMA.

The offer volume of approximately EUR 208 million, or up to 9,306,487 shares, corresponds to approximately 29.21 percent of NORMA Group SE’s current share capital.

Excluding treasury shares, the volume corresponds to 32.45 percent of outstanding shares.

Shares acquired under the offer will be cancelled after completion of the transaction in accordance with the resolution adopted by the Annual General Meeting on 1 July 2026.

As a result, the company’s share capital will be reduced by the nominal amount attributable to the shares acquired under the offer.

Birgit Seeger, CEO of NORMA Group, said the second share buyback is intended to complete the announced capital return.

She said the company is enabling shareholders to participate in its strategic portfolio realignment while sending a clear signal of disciplined capital allocation.

Seeger added that the measure establishes a clear capital structure for the further development of NewNORMA into an industrial powerhouse for connecting technology.

She said NORMA Group considers the 25.47 percent premium on the average closing price over the past three months to be appropriate.

The premium is within the value ranges per share newly determined under IDW S1 as of 13 August 2026 and within the premium of up to 30 percent authorised by the Annual General Meeting.

Seeger noted that the IDW S1 valuation reflects only the status of measures already initiated and does not yet include further opportunities that the company currently expects from the transformation to NewNORMA.

NORMA Group plans to provide initial details on the implementation of its strategy during a Strategy Update on 19 October 2026.

Acceptance period and tender rights

The acceptance period for the offer begins on 17 August 2026 at 12:00 am Central European Summer Time and ends on 15 September 2026 at 11:59 pm Central European Summer Time.

Shareholders may tender their shares during this period.

The structure of the offer reflects the Annual General Meeting resolution to distribute close to EUR 208 million while also taking into account NORMA Group’s objective of appropriately considering the interests of retail shareholders.

NORMA Group SE shareholders will receive tender rights, with each NORMA Group share granting one tender right.

Based on the tender ratio of 19:6 determined by the company, 19 tender rights are required to accept the public share buyback offer for six NORMA Group SE shares.

Trading in the tender rights will be established on the Frankfurt Stock Exchange.

Shareholders who do not wish to participate in the share buyback offer, or who wish to participate only partially, will have the option to sell their tender rights.

Shareholders who want to tender more shares than they are entitled to based on their allocated tender rights will also have the option to purchase additional tender rights.

The tender rights will be credited to shareholders based on their shareholdings as of 19 August 2026.

They will be tradable from 20 August 2026 through 10 September 2026 under the designated tender rights ISIN DE000A41YH53 and tender rights WKN A41YH5.

Shareholders may also tender further shares as part of a residual allocation during the acceptance period.

Tender rights are not required for shares tendered under the residual allocation.

However, shares tendered under the residual allocation will only be considered to the extent that the maximum repurchase volume of up to 9,306,487 shares has not been exhausted and the company is still able to acquire shares under the offer.

Further details are set out in the offer document.

Chief Executive Officer Birgit Seeger, Management Board member Dr Daniel Heymann and Supervisory Board Chair Mark Wilhelms do not intend to tender any shares they hold into the buyback offer.

They are, however, expected to offer the tender rights allocated to them for sale as part of tender rights trading.

The full offer documentation and additional information will be published in the Federal Gazette and on the NORMA Group website before the start of the acceptance period.

Disclaimer

This announcement may not be published, distributed or transmitted in Canada, Australia or Japan.

It is not directed at, or intended for distribution to or use by, any person who is a citizen or resident of, or located in, any jurisdiction where such distribution, publication, availability or use would violate applicable law or require registration or approval.

This announcement does not constitute an offer to buy or sell securities, or a solicitation of an offer to buy or sell securities, of the company in the United States of America, Germany or any other jurisdiction.

The announcement contains forward-looking statements based on the current views, expectations and assumptions of NORMA Group SE’s management.

These statements involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied.

Actual results or events may differ due to factors including changes in the general economic environment, the competitive situation, capital market risks, foreign exchange fluctuations, competition, changes in foreign or domestic legal systems, particularly tax-related changes affecting NORMA Group SE, or other factors.

NORMA Group SE assumes no obligation to update forward-looking statements.

Notice to NORMA Group shareholders in the United States

The share buyback offer relates to securities in a non-US company incorporated and registered in Germany.

The offer is subject to the disclosure requirements, rules and practices applicable to companies listed in Germany, which differ in certain material respects from those in the United States.

Accordingly, the offer document has been prepared in accordance with German style and practice for compliance with German law.

Financial information relating to the company, available on the company’s website, has not been prepared in accordance with generally accepted accounting principles in the United States and may therefore not be comparable with financial information relating to US companies.

US shareholders should note that NORMA Group shares are not listed on a US securities exchange.

The company is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as amended, and is not required to file reports with the US Securities and Exchange Commission.

The share buyback offer is not subject to the disclosure and other procedural requirements of Rule 13e-4 or Regulation 14D under the US Exchange Act.

The offer will be made in the United States in accordance with Regulation 14E under the US Exchange Act to the extent applicable.

The receipt of cash under the offer by a shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state, local, foreign and other tax laws.

Shareholders should consult and seek individual advice from an appropriate professional adviser.

Although the share buyback offer is being made available to shareholders in the United States, the right to tender NORMA Group shares is not being made available in any US jurisdiction where the offer or right to tender would not comply with applicable laws.

The tender rights associated with the share buyback offer have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States except under an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

No public offering of the tender rights will be made in the United States.

NORMA Group shareholders who are considered affiliates of NORMA Group under the US Securities Act, whether or not they are US shareholders, are subject to certain US transfer restrictions relating to the tender rights.

Media Contact:

Pia-Maria Goerner
Director Investor Relations, Corporate Communications & Sustainability
+49 173 317 97 39

SOURCE: NORMA Group

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