EQS-Adhoc: NORMA Group SE: Management Board i...

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Management Board initiates public share buyback offer with a volume of approximately EUR 208 million for up to a total of 9,306,487 shares

Maintal, August 14, 2026 – Today, the Management Board of NORMA Group SE (ISIN DE000A1H8BV3) resolved to initiate an off-market public share buyback offer to the shareholders of NORMA Group SE for up to a total of 9,306,487 shares at a purchase price of EUR 22.35 per share (“Offer Price”). The total volume of the public share buyback offer thus amounts to approximately EUR 208 million.

The Offer Price corresponds to the average of the closing prices of NORMA Group SE shares in Xetra trading on the Frankfurt Stock Exchange over the course of the last three months prior to today’s date (“Reference Stock Price”) plus a premium of 25.47% on the Reference Stock Price. The relevant Reference Stock Price is EUR 17.81.

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

NORMA Group SE shareholders are entitled to tender rights, with each NORMA Group SE share granting one tender right. In accordance with the tender ratio of 19:6 determined by the Company, 19 tender rights are required in order to accept the public share buyback offer for 6 NORMA Group SE shares.

Shareholders of NORMA Group SE have the opportunity to sell their tender rights if they do not wish to participate in the public share buyback offer. Likewise, NORMA Group SE shareholders have the opportunity to acquire additional tender rights if they wish to tender more NORMA Group SE shares.

The tender rights will be admitted to trading on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment with additional post-admission obligations (Prime Standard) from August 20, 2026, and will be tradable there under the tender rights ISIN DE000A41YH53 and tender rights WKN A41YH5 established for this purpose until September 10, 2026.

In addition, shareholders may tender shares as part of a residual allocation during the acceptance period. Tender rights are not required for the tender of shares as part of the residual allocation. However, shares tendered as part of the residual allocation will only be taken into account to the extent that the maximum repurchase volume of 9,306,487 shares has not been exhausted, and the Company is still able to acquire shares under this offer. Further details are set out in the offer document.

The share buyback offer implements the resolution under agenda item 10 of the Annual General Meeting of NORMA Group SE held on July 1, 2026, pursuant to which the Annual General Meeting resolved to reduce the share capital by cancellation of shares under the simplified procedure for an aggregate repurchase price (excluding ancillary acquisition costs) of up to EUR 208 million. 

This share buyback constitutes the second step of the measures announced in the ad hoc announcement dated February 2, 2026, regarding the announced return to the Company’s shareholders of proceeds from the sale of the “Water Management” business unit.

Chief Executive Officer Birgit Seeger, Management Board member Dr Daniel Heymann and the Chair of the Supervisory Board, Mark Wilhelms, do not intend to tender any shares held by them into the buyback offer. They are, however, expected to offer the tender rights allocated to them for sale as part of the trading in tender rights.

Further details on the public share buyback offer can be found in the Company’s offer document. The offer document has been prepared in German and will be published prior to the commencement of the acceptance period on the NORMA Group SE website under (https://www.normagroup.com/global/de/investor-relations/share/share-buyback) in the section “Investoren –  Aktie – Aktienrückkauf” and subsequently in the German Federal Gazette (http://www.bundesanzeiger.de). The Company has also prepared a non-binding English translation of the offer document which will also be published on the Company’s website under https://www.normagroup.com/global/en/investor-relations/share/share-buyback in the section “Investors – Share – Share Buyback”.

Disclaimer

This announcement may not be published, distributed or transmitted in Canada, Australia or Japan. This announcement 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 state, country or other jurisdiction where such distribution, publication, availability or use would violate applicable law or require any registration or approval within such a jurisdiction.

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.

This announcement contains forward-looking statements. These statements are based on the current view, expectations and assumptions of the management of NORMA Group SE and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied by them. The actual results or events may differ materially from those described herein due to, among other things, changes in the general economic environment or the competitive situation, risks in connection with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, in particular with regard to the tax environment, that affect NORMA Group SE, or by other factors. NORMA Group SE assumes no obligation to update any forward-looking statements.

Notice to NORMA Group shareholders in the United States

The share buyback offer relates to securities in a non-US company which is incorporated in Germany and has its registered seat in Germany. The offer is subject to the disclosure requirements, rules and practices applicable to companies listed in Germany, which differ from those in the United States in certain material respects. Accordingly, the offer document has been prepared in accordance with German style and practice for the purpose of complying with German law. The financial information relating to the Company, which is available for review on the Company’s website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.

US shareholders should note that the NORMA Group shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

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 pursuant to 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 and local, as well as foreign and other, tax laws. Any such shareholder should consult and seek individual advice from an appropriate professional adviser.

While 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 jurisdiction in the United States in which the making of the offer or the right to tender such NORMA Group shares would not be in compliance with the laws of that jurisdiction.

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 (“US Securities Act”), and may not be offered or sold in the United States except pursuant to 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 (whether US shareholders or not) who are “affiliates” of NORMA Group (in accordance with the US Securities Act) are subject to certain US transfer restrictions with respect to the tender rights.

Notifying person: Pia-Maria Görner

Contact:
Pia-Maria Görner
Director Investor Relations, Corporate Communications & Sustainability
E-mail: ir@normagroup.com
Phone: +49 177 308 54 02