NORMA Group AG

PROSPECTUS DATED MARCH 25, 2011

of 7,894,737 newly issued registered shares from a capital increase against contribution in cash to be resolved by an extraordinary shareholders’ meeting of the Company

and of

9,306,200 existing registered shares from the holdings of the Selling Shareholders

and of

2,580,141 existing registered shares from the holdings of the Selling Shareholders to cover a potential overallotment

and at the same time for the

admission to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange

up to 7,894,737 newly issued registered shares and 24,862,400 existing registered shares

each such share with no par value and a notional value of A1.00 and full dividend rights as of January 1, 2011

of NORMA Group AG

Maintal, Germany

Price Range: E19.00 to E24.00

International Securities Identification Number (ISIN): DE000A1H8BV3 WKN: A1H8BV Common Code: 060704333 Trading Symbol: NOEJ

Joint Global Coordinators and Joint Bookrunners

COMMERZBANK Deutsche Bank Goldman Sachs International

Co-Lead Managers Berenberg Macquarie Capital (Europe) Limited CONTENTS

Section Page SUMMARY...... 1 OVERVIEW ...... 1 SUMMARY OF OUR KEY STRENGTHS ...... 2 SUMMARY OF OUR STRATEGY ...... 4 AUDITORS ...... 5 SUMMARY OF THE OFFERING ...... 6 SUMMARY CONSOLIDATED FINANCIAL INFORMATION ...... 12 SUMMARY OF THE RISK FACTORS ...... 18 GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS ZUSAMMENFASSUNG DES PROSPEKTS ...... 20 U¨ BERBLICK ...... 20 ZUSAMMENFASSUNG UNSERER WESENTLICHEN STA¨ RKEN ...... 21 ZUSAMMENFASSUNG UNSERER STRATEGIE ...... 23 ABSCHLUSSPRU¨ FER ...... 25 ZUSAMMENFASSUNG DES ANGEBOTS ...... 26 ZUSAMMENFASSUNG DER KONSOLIDIERTEN FINANZINFORMATIONEN ...... 33 ZUSAMMENFASSUNG DER RISIKOFAKTOREN ...... 39 RISK FACTORS ...... 42 RISKS RELATING TO OUR BUSINESS ...... 42 LEGAL AND REGULATORY RISKS...... 49 RISKS RELATED TO THE OFFERING AND OUR FINANCING AND SHAREHOLDER STRUCTURE ...... 51 GENERAL INFORMATION ...... 55 CERTAIN DEFINED TERMS ...... 55 RESPONSIBILITY STATEMENT ...... 56 PURPOSE OF THIS PROSPECTUS ...... 56 FORWARD-LOOKING STATEMENTS ...... 56 SOURCES OF MARKET DATA ...... 57 STATEMENT ON NON-GAAP DISCLOSURES ...... 58 DOCUMENTS AVAILABLE FOR INSPECTION ...... 58 THE OFFERING ...... 59 SUBJECT MATTER OF THE OFFERING ...... 59 SELLING SHAREHOLDERS ...... 59 PRICE RANGE,OFFER PERIOD,OFFER PRICE AND ALLOTMENT ...... 59 CURRENCY OF THE SECURITIES ISSUE ...... 60 EXPECTED TIMETABLE FOR THE OFFERING ...... 61 INFORMATION ON THE SHARES ...... 61 TRANSFERABILITY OF THE SHARES ...... 62 ALLOTMENT CRITERIA ...... 62 STABILIZATION MEASURES,OVERALLOTMENTS AND GREENSHOE OPTION ...... 62 MARKET PROTECTION AGREEMENT,LIMITATIONS ON DISPOSAL (LOCK-UP) ...... 63 ADMISSION TO THE FRANKFURT STOCK EXCHANGE AND COMMENCEMENT OF TRADING ...... 64 DESIGNATED SPONSORS ...... 64 INTERESTS OF THE PARTIES PARTICIPATING IN THE OFFERING ...... 64 REASONS FOR THE OFFERING AND USE OF PROCEEDS ...... 65 DIVIDEND POLICY ...... 66 GENERAL PROVISIONS RELATING TO PROFIT ALLOCATION AND DIVIDEND PAYMENTS ...... 66 DIVIDEND POLICY AND EARNINGS PER SHARE ...... 66

i Section Page CAPITALIZATION ...... 67 CAPITALIZATION...... 67 INDEBTEDNESS...... 69 STATEMENT ON WORKING CAPITAL ...... 70 NO SIGNIFICANT CHANGE ...... 70 DILUTION ...... 71 SELECTED CONSOLIDATED FINANCIAL INFORMATION ...... 72 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...... 78 OVERVIEW ...... 78 KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION ...... 79 RESULTS OF OPERATIONS...... 82 LIQUIDITY AND CAPITAL RESOURCES ...... 91 QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK ...... 97 CRITICAL ACCOUNTING POLICIES ...... 100 INFORMATION FROM THE UNCONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH HGB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 ...... 102 INDUSTRY ...... 103 SOURCES OF INFORMATION PRESENTED IN THIS SECTION ...... 103 OVERVIEW OF THE GLOBAL MARKET FOR ENGINEERED JOINING TECHNOLOGY ...... 103 MARKET AND INDUSTRY TRENDS ...... 104 COMPETITIVE LANDSCAPE ...... 106 BUSINESS ...... 108 OVERVIEW ...... 108 KEY STRENGTHS ...... 109 OUR STRATEGY ...... 112 OUR BUSINESS ...... 114 HISTORY ...... 121 INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY ...... 122 QUALITY AND PROCESS MANAGEMENT...... 123 EMPLOYEES ...... 124 REAL PROPERTY OWNED AND LEASED...... 126 MATERIAL CONTRACTS ...... 127 LEGAL PROCEEDINGS ...... 131 INSURANCE ...... 133 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...... 134 REGULATORY AND LEGAL ENVIRONMENT ...... 136 REGULATORY ENVIRONMENT IN GERMANY:GERMAN LAW AND EU LAW ...... 136 REGULATORY ENVIRONMENT IN THE UNITED STATES ...... 139 OVERVIEW OF REGULATORY ENVIRONMENT IN OTHER JURISDICTIONS ...... 142 PRINCIPAL AND SELLING SHAREHOLDERS ...... 143 GENERAL INFORMATION ON THE COMPANY AND OUR GROUP ...... 145 FORMATION,NAME,REGISTERED OFFICE,FISCAL YEAR, AND DURATION OF THE COMPANY ...... 145 CORPORATE PURPOSE ...... 145 GROUP STRUCTURE ...... 145 SIGNIFICANT SUBSIDIARIES ...... 147 AUDITORS OF THE FINANCIAL STATEMENTS ...... 147 ANNOUNCEMENTS,PAYING AGENT ...... 148

ii Section Page DESCRIPTION OF SHARE CAPITAL ...... 149 PROVISIONS RELATING TO THE SHARE CAPITAL OF THE COMPANY ...... 149 PROVISIONS RELATING TO STOCK PLANS ...... 150 AUTHORIZATIONS TO ACQUIRE AND SELL TREASURY SHARES ...... 150 GENERAL PROVISIONS RELATING TO PROFIT ALLOCATION AND DIVIDEND PAYMENTS ...... 151 GENERAL PROVISIONS RELATING TO LIQUIDATION OF THE COMPANY ...... 151 GENERAL PROVISIONS RELATING TO INCREASES OR DECREASES IN THE SHARE CAPITAL ...... 151 GENERAL PROVISIONS RELATING TO SUBSCRIPTION RIGHTS ...... 152 EXCLUSION OF MINORITY SHAREHOLDERS ...... 152 SHAREHOLDER REPORTING AND DISCLOSURE REQUIREMENTS ...... 152 DISCLOSURE OF TRANSACTIONS INVOLVING PERSONS HOLDING MANAGERIAL RESPONSIBILITIES WITHIN LISTED STOCK CORPORATIONS ...... 153 MANAGEMENT...... 154 OVERVIEW ...... 154 MANAGEMENT BOARD ...... 156 SUPERVISORY BOARD ...... 159 GENERAL SHAREHOLDERS’MEETING ...... 165 CORPORATE GOVERNANCE ...... 166 UNDERWRITING ...... 168 RELATIONSHIPS AND TRANSACTIONS WITH DIRECTLY INTERESTED PARTIES ...... 168 COMMISSION ...... 169 GREENSHOE OPTION AND SECURITIES LOAN ...... 169 TERMINATION/INDEMNIFICATION ...... 169 SELLING RESTRICTIONS ...... 170 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY...... 171 TAXATION OF THE SHAREHOLDERS ...... 171 OTHER TAXES ...... 173 TAXATION IN LUXEMBOURG ...... 174 LUXEMBOURG TAXATION OF SHARES OF A NON RESIDENT COMPANY ...... 174 INCOME TAX ...... 174 NET WEALTH TAX...... 176 OTHER TAXES ...... 176 FINANCIAL INFORMATION ...... F-1 GLOSSARY...... G-1 RECENT DEVELOPMENTS AND OUTLOOK ...... O-1 RECENT DEVELOPMENTS IN OUR BUSINESS ...... O-1 OUTLOOK ...... O-1 SIGNATURE PAGE ...... U-1

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iv SUMMARY NORMA Group AG, with its registered office at Edisonstrasse 4, 63477 Maintal, Germany, and registered with the commercial register maintained by the local court (Amtsgericht) of Hanau under number HRB 93582 (formerly named DNL 1. Beteiligungsgesellschaft mbH until December 3, 2010 and, from December 3, 2010 to March 14, 2011, NORMA Group GmbH) (the “Company” and, together with its subsidiaries, “we”, “our”, “our Group”, or “NORMA Group”), along with COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Germany (“COMMERZBANK”), Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany (“Deutsche Bank”) and Goldman Sachs International, London, United Kingdom (“Goldman Sachs” and, together with COMMERZ- BANK and Deutsche Bank, the “Joint Global Coordinators”), and Joh. Berenberg Gossler & Co. KG, Hamburg, Germany (“Berenberg”) and Macquarie Capital (Europe) Limited, Frankfurt am Main, Germany (“Macquarie” and, together with Berenberg, the “Co-Lead Managers” and, together with the Joint Global Coordinators, the “Underwriters”), assume responsibility for the contents of this summary and its German translation pursuant to Section 5(2) Sentence 3 no. 4 of the German Securities Prospectus Act (Wertpapierprospektgesetz). This summary should be read as an introduction to this prospectus. Investors are advised to read the full prospectus, which contains more detailed information than this summary, and should base their investment decision on an examination of this prospectus in its entirety. Where a claim relating to the information contained in this prospectus is brought before a court, the plaintiff investor might, under the respective national legislation of the relevant member state of the European Economic Area (“EEA”), need to bear the costs of translating this prospectus before legal proceedings are commenced. With regard to the content of this summary, civil liability attaches to the persons responsible for the summary and its German translation, but only if and to the extent that the summary is misleading, inaccurate or inconsistent when read together with the other parts of this prospectus.

1 customers such as distributors, OEM aftermarket customers, technical wholesalers, and hardware stores. Our DS products are sold in more than 80 countries, with product sales carried out via our own global distribution network and sales agents. Our direct and indirect DS customers comprise a different, but also highly diversified, group consisting of distributors, industrial OEMs, OEM aftermarket customers, maintenance and repair organizations, technical wholesalers, purchasing cooperatives and hardware stores around the world. Our DS way to market, we believe, benefits substantially not only from our extensive geographic presence, as well as our global manufacturing, distribution and sales capabilities, but also from our well known brands, which we believe the market associates with our Group’s reputation for engineering expertise, high quality and reliability. Our DS way to market accounted for 34% of our revenue for the year ended December 31, 2010, with generally attractive margins comparable to those in our EJT way to market. We believe our broad diversification in both EJTand DS across regions, end markets and products significantly enhances the stability of our business and enables us to capture growth potential from a wide range of distinct growth trends. Since our Group’s 2006 formation through the merger of the ABA Group with the Rasmussen Group, we have successfully grown and diversified by acquiring complementary companies and assets, for example, Breeze (in 2007) and R.G. Ray and Craig Assembly (both in 2010), which together expanded especially our U.S. presence, as well as our range of products and the variety of applications for which our product range can be used. We believe we are in a strong position to gain additional market share in the fragmented market for engineered joining technology by taking advantage of attractive organic and acquisitive growth potential in the markets we serve. In addition, we expect technological megatrends (such as weight reduction, increasing engine efficiency and modularization of production processes) to continue to respond to global megatrends such as growing environmental awareness, tighter emission regulations, increasing fuel costs and increasing cost pressure for producers and to lead to changing customer requirements. We believe these changing customer requirements will cause demand for engineered joining technologies used in our customers’ end products to grow faster than the customer end markets themselves, driven by higher engineered joining technology content per customer end product (both in terms of units per end product and price per unit of engineered joining technology). Our business comprises three geographical business segments: EMEA (Europe, Middle East and Africa), Americas and Asia Pacific. In 2010, our Group had an annual average headcount of 2,853 employees (excluding temporary workforce) worldwide (compared with 2,717 in 2009 and 3,416 in 2008), revenue of A490.4 million (compared with A329.8 million in 2009 and A457.6 million in 2008) and Adjusted EBITA of A85.4 million (compared with A38.5 million in 2009 and A64.4 million in 2008).

SUMMARY OF OUR KEY STRENGTHS We believe we distinguish ourselves by the following key competitive strengths:

We believe we are a global market and technology leader with strong growth prospects in attractive niche markets for engineered joining technologies In EJT, we believe we are the largest provider in the clamps and connectors product areas, with a market share (albeit still small in absolute terms) significantly larger than that of our next-largest competitor in a market in which scale is an important success factor. We also believe we have an excellent market position in the fluid conveyance systems/quick connectors product area. In both EJT and DS, we believe we have the broadest global footprint in terms of regional presence, breadth of product offerings and applications, and diversity of end markets, giving us significant competitive advantages in scale and scope. We maintain close proximity to our customers with product development, application engineering, manufacturing and sales and distribution facilities in all of the regions in which we operate around the world. We believe the engineered joining technologies market offers especially attractive growth opportunities for which we believe there are multiple sources of potential future growth. While worldwide GDP growth is expected to average 4.5% per year until 2015 (Source: International Monetary Fund, “World Economic Outlook Database” (gross domestic product for 2010-2015), January/February 2011), most of our customer end markets are forecast to grow by higher annual rates over the same period as a result of strong population growth, urbanization, rising industrialization, emerging markets growth and continued globalization. In addition, we expect technological megatrends (such as weight reduction, increasing engine efficiency and modularization of production processes) to continue to respond to global megatrends such as growing environmental awareness, tighter emission regulations, increasing fuel costs and increasing cost pressure for producers and to lead to changing customer requirements. We believe these changing customer requirements will cause demand for engineered joining technologies used in our customers’ end products to grow faster than the customer end markets themselves, driven by higher engineered joining technology content per customer end product (both in terms of units per end product and price per unit of

2 engineered joining technology). Based on our analysis and our knowledge of the engineered joining technology content of our customers’ end products, we expect strong average annual growth rates in engineered joining technology content between 2010 and 2015, for example 9% for passenger vehicles, 10% for commercial vehicles, 15% for construction equipment and 9% for engines.

We achieve premium pricing through technology and innovation leadership in high-quality, “mission-critical” engineered joining technology solutions

We design and manufacture “mission-critical” engineered joining technology products and solutions that, while small in terms of cost compared with the price of the finished customer end product, are of critical importance for the performance, quality and reliability of the end product of which they are a constituent part. We believe our products and solutions generate added value for our customers by serving critical joining functions and by addressing changing customer requirements for reductions in emissions, leakage, weight, space and assembly time and modularization of production processes. Our technology and innovation leadership in high-quality, mission-critical engineered joining technology solutions is indicated by our more than 250 innovations already patented and an additional 100 patent applications currently pending. We believe the mission-critical nature of the relevant engineered joining technology products, our track record of technology and innovation leadership, our solution-oriented focus on helping customers to proactively address increasingly complex technical requirements resulting from technological megatrends and evolving customer requirements, and the high quality and reliability of our products, as well as our strong reputation enable us to achieve premium pricing for our products and solutions.

Enhanced stability through broad diversification across products, end markets and regions

Two distinct ways to market providing strong customer access and market intelligence

We have two distinct and complementary ways to market—EJT and DS—which sets us apart from our manufacturing competitors. We believe our Group benefits from distinct types of synergies through our unique combination of well developed and wide-reaching EJT and DS capabilities: Significant economies of scale in production, proximity to our international EJT customers, knowledge transfer from EJT product development to high-quality and standardized products in DS, as well as additional diversification and resilience. We also believe that we are the only manufacturer of engineered joining technologies with its own strong distribution network with a global footprint and significant exposure to emerging markets.

Significant growth and value creation opportunity through synergistic acquisitions

Since the formation of our Group through the merger of the ABA Group with the Rasmussen Group in 2006, we have taken advantage of the fragmentation of the engineered joining technologies market by complementing our organic growth with selected acquisitions. In selecting and evaluating acquisition targets, we especially focus on addressing “white spots” in our product portfolio and global footprint (including acceleration of our ramp-up in markets we view as key for expansion), increasing customer access, strengthening our product portfolio and realizing synergies. For example, we significantly extended our American presence with acquisitions made between 2007 and 2010. In 2007, we acquired Breeze, a U.S. company offering a wide range of engineered joining technology solutions for passenger vehicles, commercial vehicles, aircraft and other industrial applications. In 2010, we built on these successful acquisitions by acquiring R.G. Ray, a manufacturer of industrial clamps, and Craig Assembly, a supplier of industrial quick connectors, quick-connect components and injection-molded products. We believe we have established a strong acquisition track record efficiently integrating our acquisitions into our global network and thus realizing substantial synergies and economies of scale. We believe that the highly fragmented market will continue to offer us further promising acquisition opportunities going forward.

3 Proven track record of operational excellence Since 2007, we have optimized our manufacturing footprint by closing production at 13 sites and beginning production at 7 new facilities, especially in high-growth markets, by concentrating higher-volume, automated and more standardized production processes in selected, high-tech manufacturing facilities to benefit from economies of scale, while focusing lower-automation and manual-assembly-intensive production primarily in lower-cost countries. In addition, we launched our Global Excellence Program in 2009, where we have already achieved substantial cost savings, with further upside potential through currently more than 400 identified and ongoing improvement projects. We believe the added cost flexibility enabled by these programs, in combination with the other competitive strengths of our business, was an important reason that our Group was able to increase its Adjusted EBITA margin in 2010.

SUMMARY OF OUR STRATEGY We strive to grow our business sustainably and to achieve above-market revenue growth, as well as strong profitability, cash flow and cash conversion. The following is a summary of the strategy we employ in furtherance of these objectives:

Exploit megatrends with innovative, mission-critical products to drive superior growth profile We believe that joints in the end products manufactured by our customers will become more numerous and complex based on changing customer requirements in the relevant engineered joining technology markets driven by technological megatrends, such as increasing engine efficiency in response to stricter emissions regulations. Hence, this increasing demand for engineered joining technology content per customer end product (in terms of units and price per unit of engineered joining technologies) will, we believe, result in higher growth expectations for engineered joining technology than for the customer end markets themselves. We therefore plan to capture this growth opportunity by focusing on providing innovative, value-added solutions to the mission-critical joining demands that we believe will increasingly result from customers’ concerns about reduction of emissions, leakage, weight, space and assembly time, as well as compatibility with the modularized production processes some of our customers are increasingly adopting. Generally, we believe there is potential to significantly enhance our growth by generating higher revenues per customer end product, and we proactively strive to identify and address additional engineered joining technology needs within existing customer end products, both in developed and emerging markets, as well as across different end markets.

Continue global expansion to benefit from regional growth opportunities Our goal is to expand our presence in existing markets and enter emerging markets with attractive growth potentials in both EJT and DS. In the markets we currently serve, we aim to provide solutions to our existing customers for applications that do not currently contain our joining solutions (for example, through replacement of alternative solutions based on higher product performance or quality), to increase engineered joining technology content per customer end product, and to enhance the roll-out of our existing products (for example, to significantly expand sales of our fluid conveyance solutions), in addition to identifying new customers. In emerging markets, we envision growth opportunities driven by increased industrial production and increasingly sophisticated engineered joining technology requirements, and exploiting the manufacturing and distribution presence we have built up in these markets in recent years. Our key focus countries in emerging markets include Brazil, Russia, China and India. China is one example of a market in which we have successfully transferred our Group’s know-how to an emerging market and established both production and distribution operations, having already expanded our existing facility and having plans to build an additional facility.

Enter new end markets for value-added engineered joining technology with superior growth prospects We believe that by identifying additional end markets with high growth potential adjacent to the relevant engineered joining technology end markets we now serve, we can open additional avenues for growth by transferring our know-how from established end markets to new ones. Such expansion, we believe, will enhance our diversification and thus our defensive revenue profile in terms of end-market exposure. One such successful know-how transfer involved NORMA’s entry into serving the drainage end market, where we were able to modify existing connector products to the respective requirements of the new applications and launch high-performance products efficiently. In addition, we aim to build on our expertise to increase our presence in sizeable attractive end markets into which we have recently entered and in which we believe there are substantial opportunities for us to add value and achieve profitable growth by developing innovative products and solutions.

4 Broaden and deepen customer base in Distribution Services In DS, our goal is to achieve global coverage through systematic enhancement of our own distribution network, increasing our share of revenue with existing customers and gaining new customers. We plan to expand our DS network in regions in which we presently have strong market positions, including moving further downstream closer to our end customers. We also plan to expand in regions where we see strong potential for future growth (including Brazil, Southeastern Europe, Russia, Turkey, India, China, Thailand and Southeast Asia). Additionally, we intend to expand the scope of our offerings to increasingly cover additional end-market customer groups (including construction, exhaust aftermarket, industrial OEMs and infrastructure). We also believe we can further leverage our existing distribution channels and know-how to expand our DS product portfolio, and aim to enhance our DS way to market by selling complementary third-party products.

Continue growing the business through synergistic acquisitions We believe we have established a solid track record of identifying, acquiring and integrating value-enhancing target companies and assets. Acquisitions have consistently formed a key part of our long-term strategy and we believe that we are well positioned to take advantage of the anticipated continued fragmentation of the engineered joining technologies market to be a leading consolidator. We carefully monitor the global engineered joining technologies market for suitable acquisition opportunities and employ stringent criteria in evaluating acquisition opportunities. We also believe that there is usually significant potential for cost synergies from our Group’s efficient operating principles when we acquire smaller companies.

Support profitability and cash flow through further continuous process and manufacturing optimization and economies of scale We seek to build on our profitability improvements by further optimizing processes across all functional areas and regions. We believe that we are benefiting from significant economies of scale based on the large volume and our highly automated and aligned production facilities, and we actively seek to enhance these advantages going forward. With currently more than 400 institutionalized continuous improvement and process optimization measures already in place as part of our Global Excellence Program, we constantly look to improve our existing programs and to identify new programs that could contribute to increased sales, as well as efficiency and quality enhancements. We believe these continuous improvement initiatives are important to pro-actively protect our business from the potential effects of inflation and increasing costs of inputs and labor in order to generate sustainable margins.

AUDITORS PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft, Olof-Palme-Str. 35, 60439 Frankfurt am Main, Germany (“PwC”), a member of the German Chamber of Public Accountants (Wirtschafts- pru¨ferkammer), Berlin, is the auditor of our consolidated financial statements as of and for the year ended December 31, 2010 prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”), our consolidated financial statements for the year ended December 31, 2009 prepared in accordance with IFRS, and our unconsolidated financial statements as of and for the year ended December 31, 2010 prepared in accordance with the German Commercial Code (Handelsgesetzbuch,“HGB”). The audited financial information prepared in accordance with IFRS for the year ended December 31, 2008 contained in this prospectus is taken from our consolidated financial statements for the year ended December 31, 2009 prepared in accordance with IFRS. RG TREUHAND Revisionsgesellschaft mbH Wirtschaftspru¨fungsgesellschaft, Seemenbachstrasse 3, 63654 Bu¨dingen, Germany, a member of the German Chamber of Public Accountants (Wirtschaftspru¨ferkammer), Berlin, audited our consolidated financial statements as of and for the year ended December 31, 2008 prepared in accordance with HGB.

5 SUMMARY OF THE OFFERING

Offering This offering consists of (i) initial public offerings in the Federal Republic of Germany and the Grand Duchy of Luxembourg and (ii) private placements in certain jurisdictions outside the Federal Republic of Germany and the Grand Duchy of Luxembourg consisting of:

• 7,894,737 newly issued registered shares from a capital increase expected to be resolved by the extraordinary general shareholders’ meeting of the Company expected to be held on April 6, 2011;

• 9,306,200 existing registered shares from the holdings of the selling shareholders of the Company immediately prior to the offering, including FIMANE Limited, funds managed by or under common control with 3i Investments plc, and certain management board, supervisory board and other individual shareholders (together, the “Selling Shareholders”); and

• 2,580,141 existing registered shares from the holdings of the Selling Shareholders to cover a potential overallotment.

In the United States of America, the shares will be offered for sale to qualified institutional buyers as defined in and in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Outside the United States of America, the shares will be offered in reliance on Regulation S (“Regulation S”) under the Securities Act.

Offered Shares The registered shares that are the subject of this offering have no par value and a notional value of A1.00 each. All of the shares are fully paid in.

Offer Period This offering will commence on March 28, 2011 and end on April 7, 2011 (i) at 12:00 (Central European Summer Time) for retail investors and (ii) at 16:00 (Central European Summer Time) for institutional investors.

Joint Global Coordinators COMMERZBANK, Deutsche Bank and Goldman Sachs

Co-Lead Managers Berenberg and Macquarie

Underwriters COMMERZBANK, Deutsche Bank, Goldman Sachs, Berenberg and Macquarie

Price Range The price range within which offers to purchase may be submitted is between A19.00 and A24.00 per share.

The Company and the Selling Shareholders reserve the right, in agreement with the Joint Global Coordinators, to reduce or increase the number of shares offered, to reduce or increase the upper/lower limits of the price range and/or to extend or curtail the offer period. The Company and the Selling Shareholders may increase the total number of shares offered in this offering in agreement with the Joint Global Coordinators up to a maximum of the total number of shares for which the application for admission to the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange is being filed in accordance with this prospectus or any supplement published. If the option to change the terms of the offering is exercised, the change will be announced through electronic media such as Reuters or Bloomberg, on the Company’s website (www.normagroup.com) and published, if required, as an ad-hoc notice and as a supplement to this prospectus.

6 Offer Price The Selling Shareholders and the Company expect to determine the offer price in agreement with the Joint Global Coordinators, on the basis of a bookbuilding process, on or about April 7, 2011. The offer price is expected to be published by means of electronic media, such as Reuters or Bloomberg, and on the Company’s website (www.normagroup.com). Following the publication of the offer price in the electronic media, investors may obtain the offer price from the Joint Global Coordinators. Delivery and Payment Delivery of the shares against payment of the offer price is expected to take place on or about April 12, 2011. Stabilization Measures, Overallotments In connection with the placement of the shares offered, Deutsche Bank and Greenshoe Option Aktiengesellschaft, Frankfurt am Main, Germany, or persons acting on its behalf, will act as stabilization manager and may, acting in accordance with legal requirements, make overallotments and take stabilization measures to support the market price of the shares of the Company and thereby counteract any selling pressure. The stabilization manager is under no obligation to take any stabilization measures and assurance can be provided that any stabilization measures will be taken. Where stabilization measures are taken, these may be terminated at any time without notice. Such measures may be taken from the date the shares of the Company are listed on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange and must be terminated no later than the thirtieth calendar day after this date. Under the possible stabilization measures, investors may, in addition to the Company shares being offered, be allocated up to 2,580,141 additional shares in the Company as part of the allocation of the shares to be placed. Within the scope of a possible overallotment, Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany, will be provided for the account of the Underwriters in the form of a securities loan (Wertpapierdarlehen) with up to 2,580,141 shares of the Selling Shareholders; this number of shares will not exceed 15% of the number of shares offered excluding any overallotment. In addition, the Selling Shareholders have granted the Underwriters an option to acquire the loaned shares at the offer price less the agreed commission (the “Greenshoe Option”). This option will terminate 30 calendar days after commencement of the stock exchange trading of the shares. Once the stabilization period has ended, an announcement will be made within one week in various media distributed across the entire EEA as to whether stabilization measures were taken, when price stabilization started and finished, and the price range within which stabilization was taken. The price range will be made known for each occasion on which price stabilization measures were taken. The exercise of the Greenshoe Option, the timing of exercise and the number of shares concerned will also be announced promptly in the manner stated. Allotment Criteria The allotment of shares to private investors and institutional investors will be decided after agreement with the Joint Global Coordinators. The ultimate decision rests with the Selling Shareholders and the Company. Allotments will be made on the basis of the quality of the individual investors and individual orders and other important allotment criteria to be determined after agreement with the Joint Global Coordinators. The allocation to retail investors will be compatible with the “Principles for the Allotment of Share Issues to Private

7 Investors” published by the Commission on Stock Exchange Experts (Bo¨rsensachversta¨ndigenkommission). “Qualified investors” under the German Securities Prospectus Act (Wertpapierprospektgesetz), as well as “professional clients” and “suitable counterparties” under the German Securities Trading Act (Wertpapierhandelsgesetz) are not viewed as “private investors” within the meaning of the allocation rules. Listing The Company expects to apply on March 28, 2011 for admission of its shares to trading in the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange and, simultaneously, in the sub-segment thereof with additional post-admission obligations (Prime Standard). An admission decision is expected to be announced on April 7, 2011. The decision on the admission of the Company’s shares for trading will be made solely in the discretion of the Frankfurt Stock Exchange. Currently, trading on the Frankfurt Stock Exchange is expected to commence on April 8, 2011. Lock-up Agreements The Company will, in the underwriting agreement among the Com- pany, the Selling Shareholders and the Underwriters, expected to be entered into on April 6, 2011 (the “Underwriting Agreement”), commit to an obligation vis-à-vis the Underwriters in accordance with the relevant provisions of German securities law, that it will not, and will not agree to, without the prior consent of the Joint Global Coordinators, within a period of 180 days following the first day of trading of the shares of the Company: (a) announce or effect an increase of the share capital of the Company out of authorized capital; (b) submit a proposal for a capital increase to any meeting of the shareholders for resolution; (c) announce to issue, effect or submit a proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; (d) enter into any swap or other agreement that transfers in whole or in part any of the economic consequences of the ownership of the shares; (e) sell, distribute, transfer, pledge or otherwise dispose of any of the shares (or the economic ownership in such shares) or other securities of the Company; or (f) enter into a transaction or perform any action economically similar to those described in (a) through (e) above. The foregoing does not apply to issuances or sales of shares or other securities as part of management participation plans of the Company or its affiliates, nor to any corporate actions undertaken for purposes of entering into joint ventures or acquiring companies, provided the respective counterparty agrees to be bound by the same lock-up restrictions vis-à-vis the Joint Global Coordinators that apply to the Selling Shareholders. The members of the management board of the Company will, in the Underwriting Agreement, commit to an obligation vis-à-vis the Un- derwriters in accordance with the relevant provisions of German securities law, that none of them will, nor will any of them agree to, without the prior consent of the Joint Global Coordinators, within a period of 360 days following the first day of trading of the shares of the Company:

8 (a) offer, pledge, allot, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company or any other securities of the Company, including securities convertible into or exercisable or exchangeable for shares of the Company; (b) make any demand for, or exercise any right with respect to, the registration under U.S. securities laws of any shares of the Company or any security convertible into or exercisable or exchangeable for Shares of the Company; (c) propose any increase in the share capital of the Company, vote in favor of such a proposed increase or otherwise support any proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; or (d) enter into a transaction or perform any action economically similar to those described in (a) through (c) above, in particular enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares of the Company, whether any such transaction is to be settled by delivery of shares of the Company or such other securities of the Company, in cash or otherwise. Certain other of the Selling Shareholders, namely FIMANE Limited, funds managed by or under common control with 3i Investments plc, and Dr. Christoph Schug, will, in the Underwriting Agreement, commit to an obligation vis-à-vis the Underwriters that none of them will, nor will any of them agree to, without the prior consent of the Joint Global Coordinators, within a period of 180 days following the first day of trading of the shares of the Company: (a) offer, pledge, allot, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company or any other securities of the Company, including securities convertible into or exercisable or exchangeable for Shares of the Company; (b) make any demand for, or exercise any right with respect to, the registration under U.S. securities laws of any shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company; (c) propose any increase in the share capital of the Company, vote in favor of such a proposed increase or otherwise support any proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; or (d) enter into a transaction or perform any action economically similar to those described in (a) through (c) above, in particular enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares of the Company, whether any such transaction is to be settled by delivery of shares of the Company or such other securities of the Company, in cash or otherwise. The foregoing lock-up restrictions do not apply to transactions between the Selling Shareholders and third parties who agree to be bound by the restrictions. The Selling Shareholders may engage in transactions to reduce their respective ownership of the Company after the expiration of the applicable lock-up period.

9 Individual Selling Shareholders not mentioned above are not subject to any lock-up restrictions.

Use of Proceeds and Costs of the Costs of the Company related to the offering and admission to trading of Offering the shares are expected to total approximately A16.2 million, including fees of the Underwriters and expenses of the Joint Global Coordinators of up to A5.4 million (assuming (i) an offer price at the low point of the price range; (ii) payment in full on the discretionary fee of up to 1.25% of the aggregate gross offering proceeds; and (iii) excluding tax effects), and estimated other expenses of A10.8 million. The fees of the Underwriters include all fees payable to the Underwriters in respect of the offering; there is no separate “placing commission”.

The Company estimates that the total fees payable to the Underwriters and expenses payable to the Joint Global Coordinators will be A5.4 million.

The Selling Shareholders will pay that portion of the costs, including fees payable to the Underwriters and expenses payable to the Joint Global Coordinators, associated with the offer and sale of the existing shares. The Company will pay all costs associated with the admission of the shares to trading on the Frankfurt Stock Exchange.

The Company will receive only the proceeds of the offering resulting from the sale of newly issued shares. The Company will not receive any proceeds from the sale of existing shares from the holdings of the Selling Shareholders. We estimate that at the low end of the price range, net proceeds to the Company would amount to approximately A133.8 million.

The Company intends to use

• approximately A11.9 million of its portion of the net proceeds of the offering to fully repay the shareholder loan (including accrued interest) granted by funds managed by or under common control with 3i Investments plc;

• approximately A53.5 million of its portion of the net proceeds of the offering to pay back its indebtedness under the Mezzanine Facility Agreement in its entirety; and

• assuming an offer price at the low point of the price range, any of the Company’s portion of the net proceeds of the offering remaining after repayment of the Mezzanine Facility Agreement and the shareholder loan, up to an amount of approximately A68.4 million, together with the new facilities under the New Facilities Agreement, (i) to pay back its indebtedness under the Senior Facilities Agreement, the Revolving Facility and the estimated costs of the refinancing, (ii) to repay the vendor loan granted by the former shareholders of R.G. Ray, (iii) to cancel an interest rate swap related to the existing financing structure, as well as (iv) for general corporate purposes and to strengthen the Company’s financial flexibility.

We estimate that at the low end, mid-point and high end of the price range (assuming (i) full placement of shares, (ii) full exercise of the greenshoe option, and (iii) full deduction of all fees and expenses to be paid by the Selling Shareholders in connection with the offering), net proceeds to the Selling Shareholders would amount to approximately A213.5 million, A242.2 million and A270.9 million, respectively.

10 Voting Rights Each of the shares is entitled to one vote at the Company’s general shareholders’ meeting. Dividend Rights and Dividend Policy The shares carry full dividend rights as of January 1, 2011. We do not intend to pay any dividends in 2011. To the extent that any dividend will be paid in 2012, it is expected to be based on the results of 2011 and be within the range of 30% to 40% of our consolidated net profit, as adjusted for the effects relating to PPA amortizations and PPA depreciations. Any future dividend will depend on our profits and our investment policy at the time. International Securities Identification DE000A1H8BV3 Number (ISIN) German Securities Code A1H8BV (Wertpapierkennnummer) (WKN) Common Code 060704333 Trading Symbol NOEJ Paying Agent Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60311 Frankfurt am Main, Germany

11 SUMMARY CONSOLIDATED FINANCIAL INFORMATION The financial information in the following tables is derived from the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2010, and December 31, 2009. These consolidated financial statements have been prepared in accordance with IFRS. Additional information included in this prospectus has been taken from the audited unconsolidated financial statements of the Company for the fiscal year ended December 31, 2010, which were prepared in accordance with HGB. PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft, Olof-Palme Str. 35, 60439 Frankfurt am Main, Germany, audited and issued an auditors’ report with respect to each of these consolidated and unconsolidated financial statements. These reports are included elsewhere in this prospectus. The audited financial information prepared in accordance with IFRS for the year ended December 31, 2008 in this prospectus is taken from our consolidated financial statements for the year ended December 31, 2009 prepared in accordance with IFRS. The aforementioned IFRS and HGB financial statements of the Company are included in this prospectus beginning at page F-2. IFRS and HGB differ in material ways. Some of the performance indicators and ratios included below were taken from the Company’s accounting records and management reporting system. Where financial information in the following tables is labeled “audited”, this means that it was taken from the audited financial statements mentioned above. The label “unaudited” is used in the following tables to indicate financial information that was taken or derived from the Company’s accounting records or management reporting system and not included in its audited financial statements mentioned. All of the financial information presented in the text and tables in this section of the prospectus is shown in millions of euro (B million) or thousands of euro (B thousand), rounded to one decimal point. Unless expressly otherwise noted, the percentage changes that are stated in the text and the tables have been rounded to one decimal point. Because of this rounding, the figures shown in the tables do not in all cases add up exactly to the respective totals given, and the percentages shown do not always add up exactly to 100%.

Summary Data from the Consolidated Statement of Comprehensive Income For the years ended December 31, 2010 2009 2008 (audited, E thousand) Revenue ...... 490,404 329,794 457,603 Changes in inventories of finished goods and work in progress ...... 4,793 (3,386) (2,833) Raw materials and consumables used ...... (220,464) (143,975) (203,411) Gross margin...... 274,733 182,433 251,359 Other operating income ...... 8,848 8,560 4,671 Other operating expenses...... (77,409) (53,520) (64,630) Employee benefits expense ...... (124,435) (111,292) (128,597) Depreciation and amortization ...... (25,428) (22,843) (22,008) Impairment of intangibles ...... — (2,782) (21,132) Operating profit ...... 56,309 556 19,663 Financial income ...... 4,907 3,796 7,182 Financial costs ...... (19,769) (25,104) (52,380) Financial costs—net...... (14,862) (21,308) (45,198) Profit/Loss before income tax ...... 41,447 (20,752) (25,535) Income taxes...... (11,189) 2,725 (3,884) Profit/Loss for the year ...... 30,258 (18,027) (29,419) Profit/Loss attributable to: Shareholders of the parent ...... 30,157 (18,182) (29,637) Non-controlling interests ...... 101 155 218

12 Summary Data from the Consolidated Statement of Financial Position As of December 31, 2010 2009 2008 (audited, E thousand) Assets ...... 578,783 469,705 499,713 Non-current assets ...... 399,234 346,510 360,147 Goodwill ...... 221,704 202,789 204,609 Other intangible assets ...... 79,315 51,419 57,608 Property, plant and equipment ...... 89,387 83,058 91,238 Income tax assets ...... 2,406 2,761 3,103 Deferred income tax assets ...... 6,025 6,086 3,192 Current assets ...... 179,549 123,195 139,566 Inventories ...... 64,709 44,700 54,026 Other non-financial assets ...... 9,218 5,310 5,162 Derivative financial assets ...... — 22 166 Income tax assets ...... 4,914 477 1,717 Trade and other receivables ...... 70,282 45,501 49,227 Cash and cash equivalents ...... 30,426 27,185 29,268 Equity and liabilities ...... 578,783 469,705 499,713 Total equity...... 78,402 39,128 60,126 Non-current liabilities ...... 364,609 363,730 386,509 Retirement benefit obligations ...... 9,063 8,058 7,939 Provisions...... 4,584 4,183 6,140 Borrowings ...... 315,935 320,326 337,669 Derivative financial liabilities ...... — 7,968 6,638 Deferred income tax liabilities...... 34,450 21,997 26,255 Current liabilities ...... 135,772 66,847 53,078 Provisions...... 3,255 3,894 3,648 Borrowings ...... 44,162 14,828 10,616 Other non-financial liabilities ...... 21,773 16,499 15,670 Derivative financial liabilities ...... 5,550 22 1,384 Trade payables ...... 48,311 29,953 18,578

Summary Data from the Consolidated Statement of Cash Flows For the years ended December 31, 2010 2009 2008 (audited, E thousand) Net cash provided by operating activities ...... 62,116 41,992 64,111 Net cash used in investing activities ...... (56,620) (10,828) (16,434) Net cash used in/provided by financing activities ...... (3,089) (33,237) (39,951) Net decrease/increase in cash, cash equivalents and bank overdrafts...... 2,407 (2,073) 7,726 Cash, cash equivalents and bank overdrafts at end of year ...... 30,426 27,185 29,268

13 Summary Other Consolidated Financial Information Year Year ended Change ended Change Year ended December 31, 2009- December 31, 2008- December 31, 2010 2010 2009 2009 2008 (audited, unless otherwise noted (E thousand, unless otherwise noted) Adjusted EBITA(1)(2) (unaudited) ...... 85,415 121.8% 38,516 (40.2)% 64,386 Adjusted EBITA margin(1)(3) (unaudited)..... 17.4% — 11.7% — 14.1% Adjusted EBITDA(1)(4) ...... 99,248 87.1% 53,043 (33.3)% 79,520 Adjusted EBITDA margin(1)(5) (unaudited) . . . 20.2% — 16.1% — 17.4% Net financial debt(1)(6) (unaudited, in millions) ...... 344.1 8.5% 317.2 (3.5)% 328.8 Capital expenditures(1)(7) ...... 21,112 38.9% 15,200 (14.0)% 17,675 Employees(8) (headcounts) ...... 2,853 5.0% 2,717 (20.5)% 3,416

(1) We are presenting this figure on the basis that some investors may find it helpful as a measure of our performance. This figure is not recognized as a measure under IFRS and should not be considered a substitute for income statement or cash flow data, as determined in accordance with IFRS, or as a measure of profitability or liquidity. It does not necessarily indicate whether cash flow will be sufficient or available for our cash requirements, nor is it necessarily indicative of our historical or future operating results. Because not all companies define this measure in the same manner, our presentation of it is not necessarily comparable to similarly-titled measures used by other companies. (2) Adjusted EBITA is defined as operating profit plus impairment of intangibles, amortization, restructuring costs, non-recurring/non-period- related items, other Group and normalized items, and PPA depreciation: For the years ended December 31, 2010 2009 2008 (audited, unless otherwise noted) (E thousand) Profit/Loss for the year ...... 30,258 (18,027) (29,419) + Income taxes ...... 11,189 (2,725) 3,884 Profit/Loss before income tax...... 41,447 (20,752) (25,535) + Net financial costs(9) ...... 14,862 21,308 45,198 Operating profit...... 56,309 556 19,663 + Impairment of intangibles ...... — 2,782 21,132 + Amortization(10) (unaudited) ...... 8,576 5,297 3,855 EBITA(11) (unaudited)...... 64,885 8,635 44,650 + Restructuring costs(12) ...... 1,250 20,634 9,772 + Non-recurring/non-period-related items(13) ...... 15,536 5,069 5,481 + Other group and normalized items(14) ...... 725 1,159 1,464 + PPA depreciation(15) (unaudited) ...... 3,019 3,019 3,019 Adjusted EBITA (unaudited) ...... 85,415 38,516 64,386

We are not presenting Adjusted EBITA here as a measure of our operating results. Our management considers Adjusted EBITA, along with several other performance measures, when managing our business because it deems it to be the key performance measure for managing the business of our Group. We believe that the adjustments to our EBITA allow for a comparison of our performance on a consistent basis without regard to the abovementioned one-time effects that we believe do not reflect the regular operating performance of our business.

(3) Adjusted EBITA margin is defined as Adjusted EBITA divided by revenue, expressed as a percentage. (4) Adjusted EBITDA means Adjusted EBITA plus depreciation (excluding PPA depreciation): For the years ended December 31, 2010 2009 2008 (audited, unless otherwise noted) (E thousand) Adjusted EBITA (unaudited) ...... 85,415 38,516 64,386 + Depreciation (excluding PPA depreciation)(15) (unaudited) ...... 13,833 14,527 15,134 Adjusted EBITDA ...... 99,248 53,043 79,520

We are not presenting Adjusted EBITDA here as a measure of our operating results. Our management considers Adjusted EBITDA, along with several other performance measures, when managing our business because it deems it to be one of several useful measures of performance for managing the business of our Group. We believe that the adjustments to our EBITDA allow for a comparison of our performance on a consistent basis without regard to the abovementioned one-time effects that we believe do not reflect the regular operating performance of our business.

14 Unless stated otherwise, in this prospectus Adjusted EBITDA always refers to Adjusted EBITDA of the Group. Historically, we used Adjusted EBITDA as the key performance measure in managing our business and we are still using it as the most important of several useful measures to manage our segments. However, in order to meet the commonly accepted reporting standards of capital market oriented companies, we now use Adjusted EBITA as the key performance measure in managing our Group. (5) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue, expressed as a percentage. (6) Net financial debt is defined as the sum of borrowings, other financial liabilities, and derivatives less cash and cash equivalents. As of December 31, 2010 2009 2008 (unaudited, unless otherwise noted) (E million) Borrowings ...... 360.1 335.2 348.3 + Other financial liabilities ...... 8.9 1.2 1.8 +Derivatives...... 5.6 8.0 8.0 Financial debt ...... 374.5 344.3 358.1 Ϫ Cash and cash equivalents (audited) 30.4 27.2 29.3 Net financial debt ...... 344.1 317.2 328.8 We are not presenting net financial debt here as a measure of our operating results. Our management considers net financial debt, along with several other performance measures, when managing our business because it deems it to be one of several useful measures of performance for managing the business of our Group. (7) Capital expenditures is defined as the sum of purchases of property, plant and equipment and purchases of intangible assets: For the years ended December 31, 2010 2009 2008 (audited) (E thousand) Purchases of property, plant and equipment ...... (17,831) (12,043) (15,004) + Purchases of intangible assets...... (3,281) (3,157) (2,671) Capital expenditures ...... (21,112) (15,200) (17,675) (8) Annual average number of employees (excluding temporary employees), calculated by taking the sum of the number of employees on the last day of each calendar month and dividing by twelve. (9) Net financial costs means financial income less financial costs. (10) Amortization includes amortization less impairment of intangibles assets. PPA amortization is the amortization of the difference between the fair value of intangible assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition. In 2008, 2009 and 2010, our PPA amortization amounted to a total of A2,572 thousand, A3,365 thousand and A4,011 thousand. (11) EBITA is defined as operating profit plus impairment of intangibles and amortization. We are not presenting EBITA here as a measure of our operating results, nor does our management consider EBITA for purposes of managing our business. We are presenting this figure on the basis that some investors may find it useful in combination with other performance measures when evaluating our business. (12) Restructuring costs includes closure of facilities, relocation of production capacities and severance payments. (13) Non-recurring/non-period-related items include primarily cost of acquisitions, cost of integrations and non-recurring items. (14) Other Group and normalized items includes primarily costs related to the Advisory Board, expenses for management services and certain extraordinary costs. (15) PPA depreciation is the depreciation of the difference between the fair value of the assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition.

15 Summary Operating Segment Data Year ended % Change Year ended % Change Year ended December 31, 2009- December 31, 2008- December 31, 2010 2010 2009 2009 2008 (audited, unless otherwise noted) (E thousand, unless otherwise noted) EMEA(1) Revenue ...... 360,255 39.9 257,441 (30.1) 368,273 Adjusted EBITDA(2)(3) ...... 80,995 92.7 42,038 (34.3) 63,979 Employees(4) ...... 2,025 (2.1) 2,068 (24.5) 2,739 Americas(5) Revenue ...... 130,947 80.3 72,647 (25.2) 97,173 Adjusted EBITDA (2)(3) ...... 23,016 121.0 10,415 (37.1) 16,561 Employees(4) ...... 488 26.4 386 (22.6) 499 Asia Pacific(6) Revenue ...... 31,016 81.0 17,139 5.9 16,189 Adjusted EBITDA(2)(3) ...... 1,673 99.9 837 (18.0) 1,021 Employees(4) ...... 317 32.1 240 54.8 155 NORMA Group consolidated Revenue ...... 490,404 48.7 329,794 (27.9) 457,603 Employees(4)(7) ...... 2,853 5.0 2,717 (20.5) 3,416 Total Adjusted EBITDA of segments(2)(8) ...... 105,684 98.3 53,290 (34.7) 81,561 Holdings(9) ...... (6,268) 3,698.8 (165) (92.6) (2,221) Eliminations(10)...... (168) 104.9 (82) — 180 Total Adjusted EBITDA of the Group(2)(3) ...... 99,248 87.1 53,043 (33.3) 79,520 Depreciation (excluding PPA depreciation)(11) (unaudited) ...... (13,833) (4.8) (14,527) (4.0) (15,134) Total Adjusted EBITA of the Group (unaudited)(12) (13) ...... 85,415 121.8 38,516 (40.2) 64,386

(1) EMEA includes Europe, the Middle East and Africa. In EMEA we have operations in the United Kingdom, Spain, France, Germany, Italy, Sweden, the Czech Republic, Poland, Turkey, Serbia and Russia, as well as sales into additional countries. (2) We are not presenting Adjusted EBITDA here as a measure of our operating results. Our management considers Adjusted EBITDA, along with several other performance measures, when managing our business because it deems it to be one of several useful measures of performance for managing the business of our Group. We believe that the adjustments to our EBITDA allow for a comparison of our performance on a consistent basis without regard to the abovementioned one-time effects that we believe do not reflect the regular operating performance of our business. Unless stated otherwise, in this prospectus Adjusted EBITDA always refers to Adjusted EBITDA of the Group. Historically, we used Adjusted EBITDA as the key performance measure in managing our business and we are still using it as the most important of several useful measures to manage our segments. However, in order to meet the commonly accepted reporting standards of capital market oriented companies, we now use Adjusted EBITA as the key performance measure in managing our Group. (3) Adjusted EBITDA is defined as operating profit plus impairment of intangibles, depreciation and amortization, restructuring costs, non- recurring/non-period-related items, and other Group and normalized items: For the years ended December 31, 2010 2009 2008 (audited) (E thousand) Operating profit...... 56,309 556 19,663 + Impairment of intangibles ...... — 2,782 21,132 + Depreciation and amortization ...... 25,428 22,843 22,008 + Restructuring costs(14) ...... 1,250 20,634 9,772 + Non-recurring/non-period-related items(15) ...... 15,536 5,069 5,481 + Other group and normalized items(16) ...... 725 1,159 1,464 Adjusted EBITDA ...... 99,248 53,043 79,520 (4) Annual average number of employees, calculated by using the number of employees on the last day of each calendar month divided by twelve.

16 (5) Americas includes North America and South America. In the Americas we have operations in the United States and Mexico, as well as sales into additional countries. (6) In Asia Pacific we have operations in India, Thailand, Singapore, China, South Korea, Japan and Australia, as well as sales into additional countries. (7) Including for the years ended December 31, 2010, December 31, 2009 and December 31, 2008, 23 employees which could not be allocated to any segment. (8) Adjusted EBITDA of the segments is defined as Adjusted EBITDA of the Group before Holdings and Eliminations. (9) Holdings consists of Norma Group GmbH, Norma Group Holding GmbH and Norma Beteiligungs GmbH. (10) At the Group level, eliminations include unrealized gains on the sale between segments of inventory and assets. (11) PPA depreciation is the depreciation of the difference between the fair value of the assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition. (12) We are not presenting Adjusted EBITA here as a measure of our operating results. Our management considers Adjusted EBITA, along with several other performance measures, when managing our business because it deems it to be the key performance measure for managing the business of our Group. (13) Adjusted EBITA means Adjusted EBITDA less PPA depreciation. (14) Restructuring costs includes closure of facilities, relocation of production capacities and severance payments. (15) Non-recurring/non-period-related items include primarily cost of acquisitions, cost of integrations and non-recurring items. (16) Other Group and normalized items includes primarily costs related to the Advisory Board, expenses for management services and certain extraordinary costs.

17 SUMMARY OF THE RISK FACTORS Investors should carefully consider the following risks, in addition to the other information contained in this prospectus, when deciding whether to invest in our shares. The market price of our shares could fall if any of these risks were to materialize, in which case investors could lose all or part of their investments. The following risks, alone or together with additional risks and uncertainties not currently known to us or that we might currently deem immaterial, could materially adversely affect our business, financial condition and results of operations. The order in which the risk factors are presented is not an indication of the likelihood of the risks actually occurring, the significance or degree of the risks or the scope of any potential impairment to our business. The risks mentioned could materialize individually or cumulatively.

Risks relating to our business • We are affected by demand fluctuations and other developments in the broader economy, including in the manufacturing sector, and our operations and financial results could be adversely affected by future economic or credit crises. • Cyclicality in our customers’ industries could adversely affect demand for our products. • Escalating price pressure from customers could adversely affect our business. • A decline in the financial condition of OEMs or other customers could materially adversely affect our results. • Competition in our markets could reduce our profitability. • Our results could suffer if we fail to innovate and develop new products that meet the increasingly complex demands of the markets in which we operate. • Reliance on third-party contract manufacturers and logistics providers could result in disruption to our business and damage our reputation. • Our business could suffer if our reputation for quality were damaged. • A substantial portion of our revenue is generated from a limited number of customers with whom we do not have long-term contracts. The loss of, or a significant reduction in purchases by, such customers could significantly adversely affect our results. • Longer product lives of OEM parts could adversely affect aftermarket demand for some of our products. • Fluctuating supply and costs of raw materials could have a material adverse effect on our business. • Reliance on a limited base of suppliers of raw materials and components could result in disruption to our business. • Our liquidity could be adversely affected if trade credit terms with suppliers or customers change to our disadvantage. • We are subject to possible insolvency of financial counterparties. • The international nature of our business exposes us to a variety of economic, political, legal and other related risks. • Our expansion strategy in emerging markets could fail. • We might be unable to successfully integrate or achieve the expected benefits from current or future acquisitions. • We cannot guarantee that our decentralized structure will not lead to incidents or developments that could damage our reputation, operations or financial condition. • Our administrative capabilities might be unable to keep pace with future expansion or to adequately adjust to the increased requirements we will face upon becoming a stock-exchange listed company. • We rely on the proper and efficient operation and functioning of our computer and data-processing systems. A large-scale information technology malfunction could disrupt our business or lead to disclosure of sensitive company information. • Our highly customized and diverse financial reporting software could be difficult to expand and expensive to replace. • Labor unrest or work stoppages at our facilities or those of our principal customers could adversely affect the profitability of our business.

18 • Due to our participation in a multi-employer pension plan, we could face exposure that extends beyond our obligations to our own employees. • Loss of key executives or failure to attract qualified management, as well as the loss of qualified staff or failure to retain such staff, could limit our growth and negatively impact our operations. • Changes in regulatory conditions for labor leasing could adversely affect the profitability of our business. • Changes in law or legal practice regarding the status of freelancers could have adverse effects on our business and our results of operations. • Agreements with unions or works councils could reduce the cost flexibility of our business. • Workplace accidents or environmental damage could result in substantial remedial obligations and damage to our reputation. • Our business is subject to operational risks for which we may not be adequately insured. • Changes in foreign exchange rates and interest rates could have material adverse effects on our financial results. Our hedging efforts might be unsuccessful. • Our consolidated statement of financial position includes significant intangible assets, which could become impaired.

Legal and regulatory risks • We have business activities in multiple jurisdictions and are thus subject to a wide variety of laws and regulations that frequently change, and we cannot guarantee that our compliance and risk management can ensure compliance with all existing laws and regulations. • We might be unable to anticipate and adequately plan for future changes in laws and regulations. • Adverse judgments or settlements in legal disputes, including product liability or warranty claims, could impose significant costs on us. • Our operations are subject to environmental laws and other government regulations which could result in material liabilities in the future. • We must take significant measures to protect our intellectual property rights; these measures might be unsuccessful. We cannot assure you that we will develop sufficient new revenue streams to replace revenue streams that will diminish as our current intellectual property rights expire. • We face risks relating to the availability of tax deductions.

Risks related to the offering and our financing and shareholder structure • The shares have not previously been publicly traded, and there is no guarantee that an active and liquid market for our shares will develop. • Our share price may fluctuate significantly, and investors could lose all or part of their investment. • The payment of future dividends will depend on our financial condition and results of operations, as well as on our operating subsidiaries’ distributions to us. • Future offerings of debt or equity securities by us may adversely affect the market price of the shares, and future capitalization measures could lead to substantial dilution of existing shareholders’ interests in the Company. • Dividends will depend upon a variety of factors, including distributions to the Company by its operating subsidiaries. • Our debt covenants impose restrictions on our business and on our ability to pay dividends. • Our leverage and debt-service obligations could limit the amount of cash we have available, for example for acquisition financing and dividend payments, and a significant increase in our net indebtedness could result in changes in the terms on which credit is extended to us. • Continuing substantial influence of a major shareholder in the corporate affairs of the company going forward and the fact that the interests of such a shareholder could differ from the interests of other investors in the company. • Future sales of shares by (a) major shareholder(s) could depress the share price.

19 GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS ZUSAMMENFASSUNG DES PROSPEKTS Die NORMA Group AG mit Sitz in der Edisonstraße 4, 63477 Maintal, eingetragen im Handelsregister des Amtsgerichts Hanau unter der Nummer HRB 93582 (bis zum 3. Dezember 2010 vormals ﬁrmierend als DNL 1. Beteiligungsgesellschaft mbH und vom 3. Dezember 2010 bis zum 14. Ma¨rz 2011 als NORMA Group GmbH) (die ,,Gesellschaft“ und gemeinsam mit ihren Tochtergesellschaften ,,wir“, ,,unser“, ,,unsere Gruppe“ oder die ,,NORMA-Gruppe“), zusammen mit der COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Deutschland (,,COMMERZBANK“), Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Deutschland (,,Deutsche Bank“) und Goldman Sachs International, London, Vereinigtes Ko¨nigreich (,,Goldman Sachs“, und gemeinsam mit COMMERZBANK und Deutsche Bank die ,,Joint Global Coordinators“), und Joh. Berenberg Gossler & Co. KG, Hamburg, Deutschland (,,Berenberg“), und Macquarie Capital (Europe) Limited, Frankfurt am Main, Deutsch- land (,,Macquarie“ und, gemeinsam mit Berenberg, die ,,Co-Lead Managers“ und gemeinsam mit den Joint Global Coordinators die ,,Konsortialbanken“), u¨bernehmen gema¨ß § 5 Abs. 2 Satz 3 Nr. 4 des Wertpapierpros- pektgesetzes die Verantwortung fu¨r den Inhalt dieser Zusammenfassung und ihrer deutschen U¨ bersetzung. Diese Zusammenfassung sollte als Einleitung zu diesem Prospekt gelesen werden. Anlegern wird geraten, den gesamten Prospekt zu lesen, der ausfu¨hrlichere Informationen entha¨lt als diese Zusammenfassung, und ihre Anlageentscheidung auf eine Pru¨fung des gesamten Prospekts zu stu¨tzen. Fu¨r den Fall, dass vor einem Gericht Anspru¨che aufgrund der in diesem Prospekt enthaltenen Informationen geltend gemacht werden, ko¨nnte der als Kla¨ger auftretende Anleger in Anwendung der jeweiligen einzelstaatlichen Rechtsvorschriften des betreffenden Mitgliedstaates des Europa¨ischen Wirtschaftsraums (,,EWR“) die Kosten fu¨r die U¨ bersetzung dieses Prospekts vor Prozessbeginn zu tragen haben. Fu¨r den Inhalt dieser Zusammenfassung und ihrer deutschen U¨ bersetzung ko¨nnen die fu¨r die Zusammenfassung Verantwortlichen haftbar gemacht werden, jedoch nur soweit die Zusammenfassung irrefu¨hrend, unrichtig oder widerspru¨chlich ist, wenn sie zusammen mit den anderen Teilen dieses Prospekts gelesen wird.

U¨ BERBLICK Die NORMA-Gruppe ist mit einem Angebot von u¨ber 35.000 qualitativ hochwertigen Produkten und innovativen Lo¨sungen, welches sich an ungefa¨hr 10.000 Kunden weltweit richtet, aus unserer Sicht ein internationaler Markt- und Technologiefu¨hrer in den attraktiven Nischenma¨rkten fu¨r hochentwickelte Verbindungs- techniken. Wir fertigen und vertreiben eine breite Palette qualitativ hochwertiger Verbindungsprodukte und -lo¨sungen in drei Produktkategorien: Befestigungsschellen, Verbindungselemente und Flu¨ssigkeitssysteme. Unsere Schellenprodukte und -lo¨sungen werden aus unlegierten Sta¨hlen oder aus Edelstahl hergestellt und vorwiegend zur Verbindung und Abdichtung von Elastomerschlaüchen verwendet. Unser Angebot an Verbindungsprodukten umfasst Verbindungen aus unlegierten Sta¨hlen oder aus Edelstahl, die zum Teil mit Elastomer- oder Metall- dichtungen versehen sind und die als Verbindungs- und Dichtungselemente fu¨r Metall- und Thermoplastrohre verwendet werden. Unsere Fluidprodukte und –lo¨sungen schließlich sind ein- oder mehrschichtige thermo- plastische Flu¨ssigkeitssysteme/Steckverbindungen, welche zu ku¨rzeren Montagezeiten fu¨hren, einen sicheren Durchlauf von Flu¨ssigkeiten oder Gasen gewa¨hrleisten und teilweise herko¨mmliche Produkte wie Elastomer- schlaüche ersetzen. Auch wenn unsere Produkte nur zu einem geringen Prozentsatz (fu¨rgewo¨hnlich zwischen 0,1 % und 0,5 %) in den Preis der Endprodukte unserer Kunden einfließen, sind sie haüfig doch insofern funktionskritisch, als die Leistungsfa¨higkeit, Betriebszuverla¨ssigkeit und Qualita¨t des Endprodukts von der Leistungsfa¨higkeit unserer Lo¨sungen abha¨ngt. Unterstu¨tzt von unserem weltweiten Netzwerk, zu dem 17 Fertigungs- und Vertriebsanlagen, fu¨nf zusa¨tzliche Absatz- und Vertriebszentren sowie fu¨nf weitere Vertriebsstellen in Europa, Nord-, Mittel- und Su¨damerika und im asiatisch-pazifischen Raum za¨hlen, setzen wir bei der Belieferung unseres vielfa¨ltigen Kundenstamms mit Produkten und Lo¨sungen im Bereich Befestigungsschellen, Verbindungselemente und Flu¨ssigkeitssysteme auf zwei unterschiedliche Vermarktungsstrategien – die hochentwickelte Verbindungstechnik (Engineered Joining Technologies –,,EJT“) und den Vertriebsservice (Distribution Services –,,DS“). Wir sind der Auffassung, dass wir uns mit diesem Ansatz von unseren produzierenden Wettbewerbern abheben ko¨nnen und dass er uns einen optimalen Kundenzugang und die Entwicklung eines grundlegenden Marktversta¨ndnisses ermo¨glicht. Mit unserer EJT-Vermarktungsstrategie liefern wir maßgeschneiderte, ausgereifte Lo¨sungen, die den spezifi- schen Anwendungserfordernissen industrieller OEM-Kunden entsprechen. Dabei bauen wir auf unsere technische Expertise, das profunde Versta¨ndnis der Kundenanforderungen und unsere nachgewiesene Fu¨hrungsposition bei der Entwicklung innovativer, wertscho¨pfender Lo¨sungen fu¨r unsere Kunden. Sind unsere hochentwickelten Verbindungstechniken einmal in ein Kundenendprodukt eingearbeitet, bleiben sie unserer Erfahrung nach fu¨r gewo¨hnlich Teil der Konstruktion dieses Endprodukts. Wir sind der Auffassung, dass wir durch unsere Reputation und unsere engen Kundenbeziehungen, in Verbindung mit dem funktionskritischen Charakter unserer

20 hochentwickelten Verbindungstechniken hinsichtlich der Leistungsfa¨higkeit des Endprodukts, in der Lage sind, ein starkes, nachhaltiges und ertragsorientiertes Wachstum bei der EJT-Vermarktung zu erzielen. Unsere EJT-Ver- bindungslo¨sungen sind in diversen Anwendungsbereichen, einschließlich Emissionskontrolle, Ku¨hlsystemen, Luftansaugung und Induktion, Hilfssystemen und Infrastruktur einsetzbar und werden in unterschiedlichsten Endma¨rkten, einschließlich landwirtschaftlicher Maschinen, Luftfahrtindustrie, Nutzfahrzeugen, Baumaschinen, Motoren, Infrastruktur/Bauindustrie/Wassermanagement, Personenkraftwagen, Schienenfahrzeugen und sonstiger Branchen verwendet. Auf das EJT-Segment entfielen 66 % unserer Ertra¨ge fu¨r das am 31. Dezember 2010 endende Gescha¨ftsjahr. Mit unserer DS-Vermarktungsstrategie vertreiben wir eine breite Palette qualitativ hochwertiger, standardi- sierter Verbindungsprodukte fu¨r unterschiedlichste Anwendungsbereiche. Die Kunden (Vertriebsunternehmen, OEM-Kunden im Aftermarket-Segment, Fachgroßha¨ndler und Bauma¨rkte) erreichen wir u¨ber verschiedene Vertriebskana¨le unter unseren bekannten Marken, einschließlich ABA», BREEZE», Gemi», NORMA», R.G.RAY», Serflex», Serratub», TERRY» und Torca». Unsere DS-Produkte werden u¨ber unser eigenes globales Vertriebsnetz und Handelsvertreter in u¨ber 80 La¨ndern vertrieben. Die ebenfalls stark diversifizierte Gruppe unserer unmittelbaren und mittelbaren Kunden im Bereich DS setzt sich weltweit aus Vertriebsunternehmen, OEM-Kunden in der Industrie und im Aftermarket-Segment, Instandsetzungs- und Reparaturunternehmen, Fachgroßha¨ndler und Bauma¨rkte zusammen. Wir sind der Auffassung, dass unsere DS-Vermarktungsstrategie nicht nur wesentlich von unserer umfassenden geografischen Pra¨senz und unseren weltweiten Fertigungs-, Vertriebs- und Absatzkapazita¨ten profitiert, sondern auch von unseren bekannten Marken, die unserer Ansicht nach am Markt mit dem guten Ruf unserer Gruppe fu¨r technisches Know-how, hohe Qualita¨t und Zuverla¨ssigkeit assoziiert werden. Auf unsere DS-Vermarktungsstrategie entfielen 34 % unserer Ertra¨ge fu¨r das am 31. Dezember 2010 endende Gescha¨ftsjahr. Die Margen waren im Allgemeinen attraktiv und mit den im Rahmen der EJT-Vermarktungsstrategie erzielten vergleichbar. Wir sind der Auffassung, dass durch die breite Diversifizierung der beiden Strategien (EJT und DS) in Bezug auf Regionen, Endma¨rkte und Produkte die Stabilita¨t unserer Gescha¨ftsta¨tigkeit gesta¨rkt wird und wir in der Lage sind, Wachstumspotenzial aus einer Vielzahl unterschiedlicher Wachstumstrends zu scho¨pfen. Seit unsere Gruppe im Jahr 2006 aus der Fusion der ABA Group mit der Rasmussen Group hervorgegangen ist, haben wir das Wachstum und die Diversifizierung durch die U¨ bernahme komplementa¨rer Unternehmen und Vermo¨genswerte erfolgreich vorangetrieben – zum Beispiel mit Breeze (2007) sowie R.G. Ray und Craig Assembly (beide 2010), die zusammen insbesondere zur Ausweitung unserer Pra¨senz in den Vereinigten Staaten sowie zur Erweiterung unserer Produktpalette und deren vielfa¨ltigen Anwendungsbereichen beigetragen haben. Wir sind der Auffassung, dass wir in einer guten Position sind, unseren Marktanteil in dem fragmentierten Markt fu¨r hochentwickelte Verbindungs- technik zu erho¨hen, indem wir uns das Potenzial fu¨r attraktives organisches und erwerbsorientiertes Wachstum zu Nutze machen, das in den von uns bedienten Ma¨rkten vorhanden ist. Daru¨ber hinaus werden nach unserer Ansicht die technologischen Megatrends (wie Gewichtsreduktion, steigende Motoreneffizienz und Modularisierung von Produktionsprozessen) den globalen Megatrends wie dem zunehmenden Umweltbewusstsein, strengeren Emis- sionsvorschriften ,steigenden Kraftstoffkosten und wachsendem Kostendruck fu¨r Produzenten folgen und zu einem Wandel der Kundenanforderungen fu¨hren. Unserer Ansicht nach wird dieser Wandel der Kundenanforderungen dazu fu¨hren, dass die Nachfrage nach hochentwickelten Verbindungstechniken in den Endprodukten unserer Kunden schneller wachsen wird als die Kundenendma¨rkte selbst. Angetrieben wird dieses Wachstum dadurch, dass der Anteil hochentwickelter Verbindungstechnik pro Kundenendprodukt zunimmt (gemessen in Einheiten pro Kundenendprodukt und Preis pro Verbindungseinheit). Unsere Gescha¨ftsta¨tigkeit umfasst drei geografische Gescha¨ftssegmente: EMEA (Europa, Mittlerer Osten und Afrika), Americas (Nord-, Mittel- und Su¨damerika) sowie Asia Pacific (den asiatisch-pazifischen Raum). Unsere Gruppe bescha¨ftigte im Jahr 2010 durchschnittlich 2.853 Mitarbeiter (ohne Leiharbeiter) weltweit (gegenu¨ber 2.717 im Jahr 2009 und 3.416 im Jahr 2008). Die Umsatzerlo¨se betrugen im Jahr 2010 A 490,4 Millionen (gegenu¨ber A 329,8 Millionen im Jahr 2009 und A 457,6 Millionen im Jahr 2008). Das bereinigte EBITA betrug im Jahr 2010 A85,4 Millionen (gegenu¨ber A 38,5 Millionen im Jahr 2009 und A 64,4 Millionen im Jahr 2008).

ZUSAMMENFASSUNG UNSERER WESENTLICHEN STA¨ RKEN Wir sind der Auffassung, dass uns folgende wesentliche Wettbewerbssta¨rken auszeichnen:

Wir sind der Auffassung, dass wir ein weltweiter Markt- und Technologiefu¨hrer mit guten Wachstumsaus- sichten in den attraktiven Nischenma¨rkten fu¨r hochentwickelte Verbindungstechniken sind Wir sind der Auffassung, dass wir im EJT-Segment der gro¨ßte Anbieter von Schellen- und Verbindungs- produkten sind und unser Marktanteil (obwohl noch klein in absoluten Zahlen) deutlich u¨ber dem des

21 na¨chstgro¨ßeren Wettbewerbers liegt – und das in einem Markt, in dem Gro¨ße ein wichtiger Erfolgsfaktor ist. Wir sind weiterhin der Auffassung, dass wir eine exzellente Marktposition bei Flu¨ssigkeitssystemen/Steckverbindun- gen innehaben. Wir meinen, dass wir im EJT- wie im DS-Segment u¨ber die breiteste weltweite Basis verfu¨gen, was die regionale Pra¨senz, die Breite des Produktangebots und des Anwendungsbereichs sowie die Vielfalt der Endma¨rkte angeht. Dadurch entstehen uns in puncto Gro¨ße und Reichweite wesentliche Wettbewerbsvorteile. Mit Anlagen fu¨r Produktentwicklung, Anwendungstechnik und Fertigung sowie Absatz- und Vertriebsstellen in allen Regionen, in denen wir weltweit aktiv sind, pflegen wir die Na¨he zu unseren Endkunden. Wir sind der Auffassung, dass der Markt fu¨r hochentwickelte Verbindungstechniken aufgrund einer Vielzahl mo¨glicher zuku¨nftiger Wachstumsquellen besonders attraktive Wachstumsmo¨glichkeiten bietet. Wa¨hrend fu¨rdaswelt- weite Bruttoinlandsprodukt bis 2015 ein Wachstum von durchschnittlich 4,5 % pro Jahr erwartet wird (Quelle: Internationaler Wa¨hrungsfonds, “World Economic Outlook Database” (Bruttoinlandsprodukt fu¨r 2010-2015), Ja- nuar/Februar 2011), werden infolge globaler Megatrends wie dem starken Bevo¨lkerungswachstum, der Urbanisierung, der zunehmenden Industrialisierung, des Wachstums der Schwellenma¨rkte sowie der fortschreitenden Globalisierung in diesem Zeitraum fu¨r die meisten unserer Kundenendma¨rkte ho¨here Jahreswachstumsraten prognostiziert. Daru¨ber hinaus gehen wir davon aus, dass technologische Megatrends (wie Gewichtsreduktion, steigende Motoreneffizienz und Modularisierung von Produktionsprozessen) den globalen Megatrends wie dem zunehmenden Umweltbewusstsein, strengeren Emissionsvorschriften, steigenden Kraftstoffkosten und wachsenden Kostendruck fu¨r Produzenten folgen und zu einem Wandel der Kundenanforderungen fu¨hren werden. Unserer Ansicht nach wird dieser Wandel der Kunden- anforderungen dazu fu¨hren, dass die Nachfrage nach hochentwickelten Verbindungstechniken in den Endprodukten unserer Kunden schneller wachsen wird als die Kundenendma¨rkte selbst. Angetrieben wird dieses Wachstum dadurch, dass der Anteil hochentwickelter Verbindungstechnik pro Kundenendprodukt zunimmt (gemessen in Einheiten pro Kundenendprodukt und Preis pro Verbindungseinheit). Auf der Grundlage unserer Analyse und unseres Wissens u¨ber die in den Endprodukten unserer Kunden enthaltene Verbindungstechnik gehen wir davon aus, dass der Einsatz hochentwickelter Verbindungstechnik zwischen 2010 und 2015 eine durchschnittliche Jahreswachstumsrate von beispielsweise 9 % bei Personenkraftwagen, 10 % bei Nutzfahrzeugen, 15 % bei Baumaschinen und 9 % bei Motoren erreicht.

Wir erzielen attraktive Preise aufgrund unserer Fu¨hrungsrolle in Sachen Technologie und Innovation bei qualitativ hochwertigen, ,,funktionskritischen“ Verbindungslo¨sungen Wir entwerfen und fertigen ,,funktionskritische“ Verbindungsprodukte und -lo¨sungen, die – obwohl gering in den Kosten im Vergleich zum Preis des fertigen Kundenendprodukts – von entscheidender Bedeutung sind fu¨r die Leistungsfa¨higkeit, Qualita¨t und Betriebszuverla¨ssigkeit des Endprodukts, dessen Bestandteil sie bilden. Wir sind der Auffassung, dass unsere Produkte und Lo¨sungen einen Mehrwert fu¨r unsere Kunden dadurch generieren, dass kritische Verbindungen funktionieren, und dass sie den wechselnden Anforderungen an die Reduzierung von Emissionen, Leckagen, Gewicht, Raum und Montagezeit sowie der Modularisierung von Produktionsprozessen gerecht werden. Unsere fu¨hrende Position in Sachen Technologie und Innovation bei qualitativ hochwertigen, funktionskritischen Verbindungslo¨sungen wird durch u¨ber 250 unserer bereits patentierte Innovationen und weitere 100 unserer derzeit ausstehenden Patentantra¨ge belegt. Wir meinen, dass wir fu¨r unsere Produkte und Lo¨sungen attraktive Preise festsetzen ko¨nnen. Gru¨nde hierfu¨r sind die funktionelle Bedeutung der relevanten Verbindungs- produkte fu¨r das Endprodukt, unsere fu¨hrende Position hinsichtlich Technologie und Innovation, unsere lo¨sungs- orientierte Fokussierung auf die Unterstu¨tzung der Kunden bei der proaktiven Auseinandersetzung mit zunehmend komplexen technischen Anforderungen, die sich aufgrund technischer Megatrends und sich entwickelnder Kundenanforderungen ergeben, die hohe Qualita¨t und Zuverla¨ssigkeit unserer Produkte sowie unser Renommee.

Gro¨ßere Stabilita¨t durch breite Diversifizierung bei Produkten, Endma¨rkten und Regionen Durch die starke Diversifizierung unserer Gescha¨ftsta¨tigkeit in Bezug auf Produkte, Endma¨rkte und Regionen haben wir die Mo¨glichkeit, an einer Vielzahl verschiedener Wachstumstrends zu partizipieren. Auch sind wir den zyklischen Schwankungen in bestimmten Branchen und Regionen gegenu¨ber weniger ausgesetzt. Wir beliefern ungefa¨hr 10.000 Kunden weltweit in einer Vielzahl verschiedener Industriebereiche einschließlich landwirtschaftliche Maschinen, Luft- fahrtindustrie, Nutzfahrzeuge, Baumaschinen, Motoren, Infrastruktur/Baugewerbe/ Wassermanagement, Personenkraft- wagen, Schienenfahrzeuge und sonstige Ma¨rkte und verkaufen u¨ber 35.000 Produkte und Lo¨sungen fu¨r zahlreiche Anwendungsbereiche. Auch in geografischer Hinsicht sind wir stark diversifiziert und vertreiben unsere Produkte in u¨ber 80 La¨nder durch unser eigenes weltweites Netzwerk, inklusive von 17 Fertigungs- und Vertriebsanlagen, fu¨nf zusa¨tzlichen Absatz- und Vertriebszentren sowie fu¨nf weiteren Vertriebsstellen in allen Regionen, in denen wir weltweit ta¨tig sind.

Zwei unterschiedliche Vermarktungsstrategien fu¨r einen guten Kundenzugang und Marktwissen Wir haben zwei unterschiedliche Vermarktungsstrategien (EJT und DS), wodurch wir uns von unseren produzierenden Wettbewerbern abheben. Wir sind der Auffassung, dass unsere Gruppe aufgrund der einzigartigen

22 Kombination einer enwickelten und umfassenden Kompetenz in den Bereichen EJT und DS von unterschiedlichen Synergiearten profitiert: signifikante Skaleneffekte in der Produktion, Na¨he zu unseren internationalen EJT- Kunden, U¨ bertragung von Know-how aus dem EJT-Segment auf hochwertige, standardisierte DS-Produkte sowie eine zusa¨tzliche Diversifizierung und Robustheit. Wir sind weiterhin der Auffassung, dass wir der einzige Hersteller hochentwickelter Verbindungstechniken sind, der u¨ber ein eigenes leistungsfa¨higes Vertriebsnetz auf globaler Ebene verfu¨gt, das auch in den Schwellenma¨rkten signifikant pra¨sent ist.

Signifikantes Wachstum und Wertscho¨pfungsmo¨glichkeit durch synergetische U¨ bernahmen Seit unsere Gruppe im Jahr 2006 aus der Fusion der ABA Group mit der Rasmussen Group hervorgegangen ist, haben wir von der Fragmentierung des Marktes fu¨r hochentwickelte Verbindungstechnik profitiert, indem wir unser organisches Wachstum mit ausgewa¨hlten Akquisitionen erga¨nzt haben. Bei der Auswahl und Bewertung von U¨ bernahmezielen konzentrieren wir uns insbesondere auf die ,,weißen Flecken“, die unser Produktportfolio und unsere globale Pra¨senz noch aufweisen (einschließlich der Beschleunigung unseres Aufstiegs in den Ma¨rkten, die wir als Schlu¨sselma¨rkte fu¨r die Expansion ansehen), den besseren Zugang zum Kunden, die Sta¨rkung unseres Produktportfolios und die Realisierung von Synergien. So haben wir beispielsweise unsere Pra¨senz in Amerika deutlich ausgeweitet, indem wir zwischen 2007 und 2010 Akquisitionen geta¨tigt haben. Im Jahr 2007 haben wir Breeze, ein US-Unternehmen mit einem breiten Angebot an hochentwickelten Verbindungslo¨sungen fu¨r Perso- nenkraftwagen, Nutzfahrzeuge, die Luftfahrtindustrie und anderen industriellen Anwendungsbereichen, u¨bernommen. Auf dieser erfolgreichen Akquisition aufbauend, haben wir 2010 R.G. Ray, einen Hersteller industrieller Befestigungsschellen, und Craig Assembly, einen Zulieferer fu¨r industrielle Steckverbindungen, Schnellver- schlusselemente und Spritzgussprodukte, u¨bernommen. Wir sind der Auffassung, dass wir eine erfolgreiche U¨ bernahmepolitik betrieben und unsere Akquisitionen effizient in unser globales Netzwerk integriert haben, wodurch substanzielle Synergien und Skaleneffekte realisiert werden konnten. Wir meinen, dass uns der hoch fragmentierte Markt auch in Zukunft weitere vielversprechende U¨ bernahmemo¨glichkeiten bieten wird.

Nachgewiesene operative Kompetenz Wir haben unsere Fertigung seit 2007 optimiert, indem wir die Produktion an 13 Standorten eingestellt und an sieben neuen Standorten – insbesondere in Ma¨rkten mit hohen Wachstumsraten – aufgenommen haben. Hierfu¨r wurden großvolumige, automatisierte und tendenziell standardisierte Produktionsprozesse in ausgewa¨hlten High- tech-Fertigungsanlagen konzentriert, um von den Skaleneffekten zu profitieren, wa¨hrend gleichzeitig die weniger automatisierte Produktion, die ein hohes Maß an manueller Montage erfordert, vorwiegend in La¨ndern konzentriert ist, in denen geringere Kosten anfallen. Daru¨ber hinaus haben wir im Jahr 2009 unser Global Excellence Program eingefu¨hrt, mit dem wir bereits substanzielle Kosteneinsparungen erzielt haben. Aufgrund von derzeit u¨ber 400 identifizierten und laufenden Verbesserungsvorhaben besteht hier weiteres Potenzial. Wir sind der Auffassung, dass die zusa¨tzliche Kostenflexibilita¨t, die durch diese Programme ermo¨glicht wird, zusammen mit den anderen Wettbewerbssta¨rken unserer Gescha¨ftsta¨tigkeit ein wichtiger Grund dafu¨r war, dass unsere Gruppe ihre bereinigte EBITA-Marge 2010 steigern konnte.

ZUSAMMENFASSUNG UNSERER STRATEGIE Unser Ziel ist es, unsere Gescha¨ftsta¨tigkeit nachhaltig auszubauen und ein Ertragswachstum u¨ber dem Marktdurchschnitt zu erzielen. Im Fokus stehen ferner eine hohe Profitabilita¨t, der Cashflow und die Cash Conversion Rate. Die von uns eingesetzte Strategie zum Erreichen dieser Ziele ist im Folgenden zusammengefasst:

Nutzung von Megatrends mit innovativen, funktionskritischen Produkten fu¨r ein u¨berdurchschnittliches Wachstumsprofil Wir sind der Auffassung, dass Verbindungen in den von unseren Kunden produzierten Endprodukten in Zahl und Komplexita¨t zunehmen, da sich die Kundenanforderungen in den jeweiligen Ma¨rkten fu¨r hochentwickelte Verbindungstechnik, getrieben durch technologische Megatrends, wie beispielsweise steigende Motoreneffizienz als Reaktion auf strengere Emissionsvorschriften, vera¨ndern werden. Infolgedessen wird die steigende Nachfrage nach hochentwickelter Verbindungstechnik pro Kundenendprodukt (gemessen in Einheiten und Preis pro Ver- bindungseinheit) unserer Ansicht nach zu ho¨heren Wachstumserwartungen fu¨r die hochentwickelte Verbindungs- technik als fu¨r die Kundenendma¨rkte selbst fu¨hren. Wir planen daher diese Wachstumsmo¨glichkeiten zu ergreifen, indem wir uns auf innovative, wertscho¨pfende Lo¨sungen fu¨r funktionskritische Verbindungen, die sich unserer Ansicht nach zunehmend aus den U¨ berlegungen der Kunden hinsichtlich der Reduzierung von Emissionen, Leckagen, Gewicht, Raum und Montagezeit ergeben, sowie auf die Kompatibilita¨t mit den modularisierten Produktionsprozessen, die einige unserer Kunden versta¨rkt einsetzen, fokussieren. Allgemein sind wir der Auf- fassung, dass das Potential fu¨r eine Sta¨rkung des Wachstums durch ho¨here Ertra¨ge pro Kundenendprodukt

23 vorhanden ist. Sowohl in den entwickelten Ma¨rkten und Schwellenma¨rkten wie auch in den verschiedenen Endma¨rkten verfolgen wir einen proaktiven Ansatz, um den zusa¨tzlichen Bedarf an hochentwickelter Verbindungs- technik in den bestehenden Kundenendprodukten zu identifizieren und zu decken.

Weitere globale Expansion, um von regionalen Wachstumsmo¨glichkeiten zu profitieren Unser Ziel ist die Ausweitung unserer Pra¨senz in den bestehenden Ma¨rkten und die Erschließung neuer Schwellenma¨rkte mit attraktivem Wachstumspotenzial in den Segmenten EJT und DS. In den Ma¨rkten, die wir derzeit bedienen, ist es unser Ziel, unseren Bestandskunden Lo¨sungen fu¨r solche Anwendungen anzubieten, in denen unsere Verbindungslo¨sungen derzeit noch nicht enthalten sind (z.B. durch den Austausch alternativer Lo¨sungen aufgrund einer ho¨heren Produktleistungsfa¨higkeit oder -qualita¨t), damit die Anzahl hochentwickelter Verbindungstechnik, die pro Kundenendprodukt verwendet wird, erho¨ht und die Implementierung unserer bestehenden Produkte vorangetrieben wird (um etwa den Absatz unserer Fluidlo¨sungen deutlich zu vergro¨ßern). Daru¨ber hinaus wollen wir neue Kunden identifizieren. In den Schwellenma¨rkten sehen wir Wachstumsmo¨glichkeiten, die sich aus dem Anstieg der industriellen Produktion und dem zunehmenden Bedarf an ausgereifter Verbindungstechnik ergeben. Dabei machen wir uns die Produktions- und Vertriebspra¨senz in diesen Ma¨rkten zunutze, die wir in den letzten Jahren aufgebaut haben. Unser Hauptaugenmerk in den Schwellenla¨ndern liegt auf Brasilien, Russland, China und Indien. China steht beispielhaft fu¨r einen Markt, in dem wir das Know-how unserer Gruppe erfolgreich auf einen Schwellenmarkt u¨bertragen und sowohl Produktions- als auch Vertriebsta¨tigkeiten aufgenommen haben. Wir haben dort unsere bereits bestehende Anlage erweitert und planen den Bau einer weiteren Anlage.

Eintritt in neue Endma¨rkte fu¨r wertscho¨pfende, hochentwickelte Verbindungstechnik mit erstklassigen Wachstumsaussichten Wir sind der Auffassung, dass uns die Identifizierung zusa¨tzlicher Endma¨rkte, die u¨ber großes Wachstums- potenzial verfu¨gen und an die relevanten Endma¨rkte fu¨r hochentwickelte Verbindungstechnik, die wir derzeit bedienen, angrenzen, zusa¨tzliche Wachstumsmo¨glichkeiten ero¨ffnet, indem wir unser Wissen aus den etablierten Endma¨rkten auf neue Endma¨rkte u¨bertragen. Wir meinen, dass wir mit einer solchen Expansion eine gro¨ßere Diversifizierung erreichen und damit unser defensives Ertragsprofil in Bezug auf die Endmarktpra¨senz sta¨rken werden. Ein Beispiel fu¨r einen erfolgreichen Wissenstransfer stellt der Eintritt von NORMA in den Entwa¨sse- rungsendmarkt dar, in dem wir bestehende Verbindungsprodukte den jeweiligen Anforderungen der neuen Anwendungsbereiche entsprechend anpassen und leistungsfa¨hige Produkte effizient am Markt einfu¨hren konnten. Daru¨ber hinaus ist es unser Ziel, auf der Basis unserer Expertise unsere Pra¨senz in den großen attraktiven Endma¨rkten zu erho¨hen, in die wir gerade eingetreten sind und von denen wir annehmen, dass sie uns substanzielle Mo¨glichkeiten bieten, Wertscho¨pfung und ein ertragsorientiertes Wachstum durch die Entwicklung innovativer Produkte und Lo¨sungen zu erreichen.

Erweiterung und Vertiefung des Kundenstamms im Segment Vertriebsservice Im DS-Segment ist es unser Ziel, durch den systematischen Ausbau unseres Vertriebsnetzwerks weltweit pra¨sent zu sein, den Ertragsanteil bei unseren Bestandskunden zu erho¨hen und Neukunden zu gewinnen. Wir beabsichtigen den Ausbau unseres DS-Netzwerks in den Regionen, in denen wir derzeit eine gute Marktstellung innehaben, einschließlich der Orientierung in Richtung nachgelagerter Ma¨rkte, das heißt in Richtung unserer Endkunden. Ferner beabsichtigen wir, in Regionen zu expandieren, in denen wir ein großes Potenzial fu¨r zuku¨nftiges Wachstum sehen (einschließlich Brasilien, Su¨dosteuropa, Russland, Tu¨rkei, Indien, China, Thailand und Su¨dostasien). Daru¨ber hinaus ist der Ausbau unserer Angebotsreichweite vorgesehen, um weitere Kunden- gruppen an Endma¨rkten abzudecken (einschließlich Bauindustrie, Abgasanlagen-Aftermarket-Segment, industrieller OEMs und Infrastruktur). Wir sind außerdem der Auffassung, dass wir unsere bestehenden Vertriebskana¨le und unser Know-how zur Ausweitung des DS-Produktportfolios weiter nutzen ko¨nnen. Daru¨ber hinaus ist es unser Ziel, unsere DS-Vermarktungsstrategie durch den Verkauf komplementa¨rer Fremdprodukte zu sta¨rken.

Weiteres Wachstum der Gescha¨ftsta¨tigkeit durch synergetische Akquisitionen Wir sind der Auffassung, dass wir auf eine solide Bilanz bei der Identifizierung, Akquisition und Integration von wertscho¨pfenden Zielgesellschaften und Vermo¨genswerten blicken ko¨nnen. Akquisitionen waren stets ein wesentliches Element unserer langfristigen Strategie und wir sind der Auffassung, dass wir gut positioniert sind, um von der erwartungsgema¨ß anhaltenden Fragmentierung des Marktes fu¨r hochentwickelte Verbindungstechnik zu profitieren und fu¨hrend bei dessen Konsolidierung zu sein. Wir beobachten den globalen Markt fu¨r hochentwickelte Verbindungstechniken sorgfa¨ltig auf geeignete Akquisitionsmo¨glichkeiten und legen strenge Kriterien bei der

24 Bewertung von Akquisitionsmo¨glichkeiten an. Wir sind weiterhin der Auffassung, dass sich fu¨rgewo¨hnlich ein signifikantes Potenzial fu¨r Kostensynergien aufgrund der effizienten Betriebsgrundsa¨tze unserer Gruppe ergibt, wenn kleinere Unternehmen von uns erworben werden.

Sta¨rkung der Profitabilita¨t und des Cashflows durch weitere fortwa¨hrende Prozess- und Produktionsoptimie- rung und Skaleneffekte Wir beabsichtigen, auf unseren Profitabilita¨tssteigerungen aufzubauen, indem wir die Prozesse in allen funktionalen Bereichen und Regionen weiter optimieren. Wir sind der Auffassung, dass wir auf der Grundlage des großen Volumens und unserer ho¨chst automatisierten und abgestimmten Produktionsanlagen von signifikanten Skaleneffekten profitieren. Wir versuchen aktiv, diese Vorteile auszubauen. U¨ ber 400 institutionalisierte fortwa¨hrende Verbesserungs- und Prozessoptimierungsmaßnahmen haben wir im Rahmen unseres Global Excel- lence Program derzeit schon durchgefu¨hrt, um eine stetige Verbesserung unserer bestehenden Programme und die Identifizierung neuer Programme, mit denen der Absatz erho¨ht und Effizienz- und Qualita¨tssteigerungen erzielt werden ko¨nnten, zu erreichen. Wir sind der Auffassung, dass diese fortwa¨hrende Verbesserungsmaßnahmen wichtig sind, um unsere Gescha¨ftsta¨tigkeit zur Generierung nachhaltiger Margen proaktiv gegen die mo¨glichen Auswirkungen von Inflation und steigenden Material- und Arbeitskosten abzusichern.

ABSCHLUSSPRU¨ FER PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft, Olof-Palme-Str. 35, 60439 Frankfurt am Main (,,PwC“), ein Mitglied der deutschen Wirtschaftspru¨ferkammer in Berlin, ist der Abschluss- pru¨fer unserer Konzernabschlu¨sse fu¨r die zum 31. Dezember 2010 und zum 31. Dezember 2009 endenden Gescha¨ftsjahre, die entsprechend den in der EU geltenden internationalen Rechnungslegungsstandards (Inter- national Financial Reporting Standards (,,IFRS“) erstellt wurden, sowie des Jahresabschlusses fu¨r das zum 31. Dezember 2010 endende Gescha¨ftsjahr, der entsprechend den Vorschriften des Handelsgesetzbuchs (,,HGB“) erstellt wurde. Die in diesem Prospekt enthaltenen, nach IFRS erstellten gepru¨ften Finanzdaten fu¨r das zum 31. Dezember 2008 endende Gescha¨ftsjahr wurden dem nach IFRS erstellten Konzernabschluss fu¨r das zum 31. Dezember 2009 endende Gescha¨ftsjahr entnommen. RG TREUHAND Revisionsgesellschaft mbH Wirtschaftspru¨fungsgesellschaft, Seemenbachstr. 3, 63654 Bu¨- dingen, ein Mitglied der deutschen Wirtschaftspru¨ferkammer in Berlin, ist der Abschlusspru¨fer unseres nach HGB erstellten Konzernabschlusses fu¨r das zum 31. Dezember 2008 endende Gescha¨ftsjahr.

25 ZUSAMMENFASSUNG DES ANGEBOTS Angebot Dieses Angebot besteht aus (i) erstmaligen o¨ffentlichen Angeboten von Aktien in der Bundesrepublik Deutschland und in dem Groß- herzogtum Luxemburg und (ii) Privatplatzierungen in bestimmten anderen Jurisdiktionen außerhalb der Bundesrepublik Deutschland und des Großherzogtums Luxemburg und umfasst: • 7.894.737 neu auszugebende, auf den Namen lautende Stammaktien aus einer Kapitalerho¨hung, die voraussichtlich von der am 6. April 2011 abzuhaltenden außerordentlichen Hauptversammlung der Ge- sellschaft beschlossen wird; • 9.306.200 bestehende, auf den Namen lautende Stammaktien aus dem Bestand der abgebenden Aktiona¨re der Gesellschaft unmittelbar vor dem Angebot, einschließlich FIMANE Limited, von 3i Investments plc gefu¨hrte oder mit 3i Investments plc unter gemeinsamer Kontrolle stehenden Fonds sowie bestimmter Mitglieder des Vorstands oder des Aufsichtsrats und anderer einzelner Aktiona¨re (zusammen die ,,Abgebenden Aktiona¨re“); und • 2.580.141 bestehende, auf den Namen lautende Stammaktien aus dem Bestand der Abgebenden Aktiona¨re zur Deckung einer even- tuellen Mehrzuteilung. In den Vereinigten Staaten von Amerika werden die Aktien Qualified Institutional Buyers gema¨ß Rule 144A nach dem U.S. Securities Act von 1933 in der aktuellen Fassung (der ,,Securities Act“) zum Verkauf angeboten. Außerhalb der Vereinigten Staaten von Amerika werden die Aktien gema¨ß Regulation S nach dem U.S. Securities Act von 1933 (,,Regulation S“) angeboten. Angebotene Aktien Gegenstand dieses Angebots sind auf den Namen lautende nennwert- lose Stu¨ckaktien mit einem anteiligen Betrag am Grundkapital von jeweils A1,00. Sa¨mtliche Aktien sind vollsta¨ndig eingezahlt. Angebotszeitraum Dieses Angebot beginnt am 28. Ma¨rz 2011 und endet am 7. April 2011 (i) um 12:00 Uhr (Mitteleuropa¨ische Sommerzeit) fu¨r Privatanleger und um (ii) 16:00 Uhr (Mitteleuropa¨ische Sommerzeit) fu¨r institutionelle Anleger. Joint Global Coordinators COMMERZBANK, Deutsche Bank und Goldman Sachs Co-Lead Managers Berenberg und Macquarie Konsortialbanken COMMERZBANK, Deutsche Bank, Goldman Sachs, Berenberg und Macquarie Preisspanne Die Preisspanne, innerhalb derer Kaufangebote abgegeben werden ko¨nnen, betra¨gt A 19,00 bis A 24,00 je Aktie. Die Gesellschaft und die Abgebenden Aktiona¨re behalten sich in Abstimmung mit den Joint Global Coordinators das Recht vor, die Anzahl der angebotenen Aktien zu erho¨hen oder zu verringern, die obere und/oder untere Begrenzung der Preisspanne zu erma¨ßigen oder zu erho¨hen und/oder den Angebotszeitraum zu verla¨ngern oder zu verku¨rzen. Die Gesellschaft und die Abgebenden Aktiona¨re ko¨nnen in Abstimmung mit den Joint Global Coordinators die Gesamtzahl der im Rahmen dieses Angebots angebotenen Aktien maximal auf dieje- nige Gesamtzahl an Aktien erho¨hen, fu¨r die die Zulassung zum regulierten Markt der Frankfurter Wertpapierbo¨rse entsprechend diesem Prospekt oder einem vero¨ffentlichten Nachtrag beantragt wird. Wird die Option zur A¨ nderung der Bedingungen des Angebots aus- geu¨bt, so wird diese A¨ nderung u¨ber elektronisch betriebene Informa- tionssysteme wie Reuters oder Bloomberg und auf der Website der

26 Gesellschaft (www.normagroup.com) bekanntgegeben und, sofern dies erforderlich ist, als Ad-hoc-Meldung sowie als Nachtrag zu diesem Prospekt vero¨ffentlicht. Platzierungspreis Der Platzierungspreis pro Aktie wird auf der Grundlage eines Book- building-Verfahrens bestimmt und von den Abgebenden Aktiona¨ren und der Gesellschaft in Abstimmung mit den Joint Global Coordina- tors voraussichtlich am oder um den 7. April 2011 festgelegt. Der Platzierungspreis wird voraussichtlich im Wege eines elektronisch betriebenen Informationssystems wie Reuters oder Bloomberg und auf der Website der Gesellschaft (www.normagroup.com) vero¨ffentlicht. Nach der Vero¨ffentlichung des Platzierungspreises in den elektronisch betriebenen Informationssystemen ko¨nnen Anleger den Plat- zierungspreis bei den Joint Global Coordinators erhalten. Lieferung und Abrechnung Die Aktien werden voraussichtlich am oder um den 12. April 2011 gegen Zahlung des Platzierungspreises geliefert. Stabilisierung/Mehrzuteilung und Greenshoe-Option Im Zusammenhang mit der Platzierung der angebotenen Aktien handeln Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Deutschland, oder die in ihrem Namen handelnden Personen als Stabilisierungsmanager und ko¨nnen im Einklang mit den rechtlichen Bestimmungen Mehrzuteilungen vornehmen und Stabilisierungsmaß- nahmen durchfu¨hren, um den Marktpreis der Aktien der Gesellschaft zu stu¨tzen und dadurch einem etwaigen Verkaufsdruck entgegenzu- wirken. Der Stabilisierungsmanager ist nicht verpflichtet, Stabilisierungsmaß- nahmen zu ergreifen. Es kann daher nicht zugesichert werden, dass Stabilisierungsmaßnahmen ergriffen werden. Sollten Stabilisie- rungsmaßnahmen ergriffen werden, ko¨nnen sie jederzeit ohne An- ku¨ndigung eingestellt werden. Solche Maßnahmen ko¨nnen ab dem Zeitpunkt der Aufnahme der Bo¨rsennotierung der Aktien der Gesell- schaft am regulierten Markt der Frankfurter Bo¨rse vorgenommen werden und mu¨ssen spa¨testens am dreißigsten Kalendertag nach diesem Zeitpunkt eingestellt werden. Im Rahmen der mo¨glichen Stabilisierungsmaßnahmen ko¨nnen Anle- gern zusa¨tzlich zu den angebotenen Aktien der Gesellschaft bis zu 2.580.141 zusa¨tzliche Aktien der Gesellschaft als Teil der Zuteilung der zu platzierenden Aktien zugeteilt werden. Im Rahmen einer mo¨glichen Mehrzuteilung werden der Deutsche Bank Aktiengesell- schaft, Frankfurt am Main, Deutschland, fu¨r Rechnung der Konsor- tialbanken in Form eines Wertpapierdarlehens bis zu 2.580.141 Aktien der Abgebenden Aktiona¨re zur Verfu¨gung gestellt; diese Anzahl an Aktien u¨bersteigt nicht 15 % der Anzahl an angebotenen Aktien, ohne die Mehrzuteilung. Daru¨ber hinaus haben die Abgebenden Aktiona¨re den Konsortialban- ken eine Option zum Erwerb der als Darlehen gewa¨hrten Aktien zum Platzierungspreis abzu¨glich der vereinbarten Provision eingera¨umt (die ,,Greenshoe-Option“). Diese Option endet 30 Kalendertage nach Beginn des Bo¨rsenhandels der Aktien. Innerhalb einer Woche nach dem Ende des Stabilisierungszeitraums wird eine Bekanntmachung in verschiedenen Medien mit Verbreitung im gesamten EWR daru¨ber erfolgen, ob Stabilisierungsmaßnahmen ergriffen wurden, wann die Preisstabilisierung begann und endete sowie innerhalb welcher Preisspanne die Stabilisierungsmaßnahmen erfolgten. Die Preisspanne wird fu¨r jeden Fall, in dem Stabilisie- rungsmaßnahmen ergriffen wurden, gesondert bekanntgegeben. Die

27 Ausu¨bung der Greenshoe-Option, der Zeitpunkt der Ausu¨bung sowie die Anzahl der betreffenden Aktien werden ebenfalls umgehend in der beschriebenen Weise bekanntgemacht. Zuteilungskriterien U¨ ber die Zuteilung von Aktien an Privatanleger und institutionelle Anleger wird in Abstimmung mit den Joint Global Coordinators entschieden. Die endgu¨ltige Entscheidung verbleibt bei den Abgeb- enden Aktiona¨ren und der Gesellschaft. Zuteilungen erfolgen unter Zugrundelegung der Qualita¨t der einzelnen Anleger und der einzelnen Orders sowie sonstiger wichtiger, in Abstimmung mit den Joint Global Coordinators festzulegender Zuteilungskriterien. Die Zuteilung an Privatanleger erfolgt im Einklang mit den von der Bo¨rsensachversta¨ndigenkommission vero¨ffentlichten ,,Grundsa¨tzen fu¨r die Zutei- lung von Aktien an Privatanleger“. ,,Qualifizierte Anleger“ im Sinne des Wertpapierprospektgesetzes, sowie ,,Professionelle Kunden“ und ,,Geeignete Gegenparteien“ im Sinne des Wertpapierhandelsgesetzes werden nicht als ,,Privatanleger“ im Sinne der Zuteilungsregeln an- gesehen. Notierung Die Gesellschaft wird voraussichtlich am 28. Ma¨rz 2011 die Zulas- sung ihrer Aktien zum Handel am regulierten Markt der Frankfurter Wertpapierbo¨rse mit gleichzeitiger Zulassung zum Teilbereich des regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime Standard) beantragen. Der Zulassungsbeschluss wird voraussichtlich am 7. April 2011 erteilt werden. Der Beschluss u¨ber die Zulassung der Aktien der Gesellschaft zum Handel liegt ausschließlich im Ermessen der Frankfurter Wertpapierbo¨rse. Nach derzeitigem Stand wird der Handel an der Frankfurter Wertpapierbo¨rse voraussichtlich am 8. April 2011 aufgenommen werden. Marktschutzvereinbarungen/ Die Gesellschaft wird sich im U¨ bernahmevertrag zwischen der Ge- Vera¨ußerungsbeschra¨nkungen sellschaft, den Abgebenden Aktiona¨ren und den Konsortialbanken, (Lock-Up Agreements) der voraussichtlich am 6. April 2011 geschlossen wird (der ,,U¨ bernahmevertrag“), gegenu¨ber den Konsortialbanken in U¨ bereinstimmung mit den maßgeblichen Bestimmungen des deutschen Wert- papierrechts verpflichten, innerhalb eines Zeitraums von 180 Tagen nach dem ersten Tag, an dem die Aktien der Gesellschaft an der Bo¨rse gehandelt werden, die folgenden Handlungen nicht ohne die vorherige Zustimmung der Joint Global Coordinators vorzunehmen bzw. zu genehmigen: (a) eine Kapitalerho¨hung aus genehmigtem Kapital anzuku¨ndigen oder durchzufu¨hren; (b) ihrer Hauptversammlung einen Beschlussvorschlag fu¨r eine Kapitalerho¨hung vorzulegen; (c) die Ausgabe von Wertpapieren mit Umwandlungs- oder Opti- onsrechten in Bezug auf die Aktien der Gesellschaft anzuku¨n- digen, umzusetzen oder vorzuschlagen; (d) Swapvereinbarungen oder andere Vertra¨ge, welche eine vollsta¨ndige oder teilweise U¨ bertragung der wirtschaftlichen Aus- wirkungen des Eigentums an den Aktien zum Gegenstand haben, abzuschließen; (e) Aktien (oder das wirtschaftliche Eigentum an den Aktien) oder sonstige Wertpapiere der Gesellschaft zu verkaufen, auszuge- ben, zu verpfa¨nden oder anderweitig daru¨ber zu verfu¨gen; oder (f) Transaktionen oder andere Handlungen vorzunehmen, deren wirtschaftliche Auswirkungen den unter (a) bis (e) genannten Maßnahmen a¨hnlich wa¨ren.

28 Die vorstehenden Marktschutzbeschra¨nkungen gelten nicht fu¨r die Begebung oder den Verkauf von Aktien oder sonstigen Wertpapieren als Teil von Management-Beteiligungsprogrammen der Gesellschaft oder ihrer Tochtergesellschaften oder fu¨r Kapitalmaßnahmen zum Zweck des Abschlusses eines Joint Ventures oder der U¨ bernahme von Unternehmen, sofern die jeweilige Gegenpartei damit einverstanden ist, dass sie gegenu¨ber den Joint Global Coordinators an die gleichen Vera¨ußerungsbeschra¨nkungen gebunden ist, die fu¨r die Ab- gebenden Aktiona¨re in der nachstehend beschriebenen Form gelten.

Die Mitglieder des Vorstands der Gesellschaft werden sich im U¨ bernahmevertrag gegenu¨ber den Konsortialbanken in U¨ bereinstimmung mit den maßgeblichen Bestimmungen des deutschen Wertpapierrechts verpflichten, innerhalb eines Zeitraums von 360 Tagen nach dem ersten Tag, an dem die Aktien der Gesellschaft an der Bo¨rse gehandelt werden, die folgenden Handlungen nicht ohne die vorherige Zustim- mung der Joint Global Coordinators vorzunehmen bzw. zu genehmigen:

(a) Aktien oder sonstige Wertpapiere der Gesellschaft, einschließ- lich von Wertpapieren mit Umwandlungs- oder Optionsrechten in Bezug auf die Aktien der Gesellschaft, direkt oder indirekt, anzubieten, zu verpfa¨nden, zuzuteilen, zu verkaufen, auf sie bezogene Verkaufsvereinbarungen abzuschließen, auf sie bezogene Optionen oder Kaufvertra¨ge zu verkaufen, auf sie bezogene Verkaufsoptionen zu kaufen, auf sie bezogene Kaufoptio- nen, -rechte oder -berechtigungen zu gewa¨hren, oder sie anderweitig zu u¨bertragen oder u¨ber sie zu verfu¨gen;

(b) die Registrierung der Aktien der Gesellschaft oder von Wert- papieren mit Umwandlungs- oder Optionsrechten in Bezug auf die Aktien der Gesellschaft nach dem Wertpapierrecht der Vereinigten Staaten zu betreiben oder dahingehende Rechte auszuu¨ben;

(c) eine Kapitalerho¨hung der Gesellschaft vorzuschlagen, fu¨r eine solche zu stimmen oder einen Vorschlag zur Ausgabe von Wertpapieren mit Umwandlungs- oder Optionsrechten in Be- zug auf die Aktien der Gesellschaft anderweitig zu unterstu¨t- zen;

(d) Transaktionen oder andere Handlungen vorzunehmen, deren wirtschaftliche Auswirkungen den unter (a) bis (c) genannten Maßnahmen a¨hnlich wa¨ren, insbesondere Swapvereinbarungen oder andere Vertra¨ge, welche eine vollsta¨ndige oder teilweise U¨ bertragung der wirtschaftlichen Risiken des Eigentums an den Aktien zum Gegenstand haben, abzuschließen. Dies gilt unabha¨ngig davon, ob die betreffende Transaktion durch die Lieferung von Aktien oder anderen Wertpapieren der Gesell- schaft oder mittels Barausgleich abgewickelt werden soll.

Bestimmte andere Abgebende Aktiona¨re, na¨mlich FIMANE Limited, von 3i Investments plc gefu¨hrte oder mit 3i Investments plc unter gemeinsamer Kontrolle stehende Fonds und Dr. Christoph Schug werden sich im U¨ bernahmevertrag gegenu¨ber den Konsortialbanken verpflichten, innerhalb eines Zeitraums von 180 Tagen nach dem ersten Tag, an dem die Aktien der Gesellschaft an der Bo¨rse gehandelt werden, die folgenden Handlungen nicht ohne die vorherige

29 Zustimmung der Joint Global Coordinators vorzunehmen bzw. zu genehmigen:

(b) die Registrierung der Aktien der Gesellschaft oder von Wert- papieren mit Umwandlungs- oder Optionsrechten in Bezug auf die Aktien der Gesellschaft nach dem Wertpapierrecht der Verei- nigten Staaten zu betreiben oder dahingehende Rechte auszuu¨ben;

Die vorstehenden Marktschutzbeschra¨nkungen gelten nicht fu¨rTrans- aktionen zwischen den Abgebenden Aktiona¨ren und dritten Personen, die damit einverstanden sind, dass sie an diese Beschra¨nkungen gebunden sind. Nach Ablauf der maßgeblichen Marktschutzfrist du¨rfen sich die Abgebenden Aktiona¨re an Gescha¨ften beteiligen, durch die ihre jeweilige Beteiligung an der Gesellschaft gesenkt wird.

Andere individuelle Abgebende Aktiona¨re als die oben genannten unterliegen keinen Marktschutzbeschra¨nkungen.

Verwendung des Emissionserlo¨ses und Die in Verbindung mit dem Angebot und der Zulassung der Aktien Kosten des Angebots zum Handel entstehenden Kosten der Gesellschaft belaufen sich insgesamt voraussichtlich auf ca. A16,2 Mio., einschließlich Provisio- nen der Konsortialbanken und Aufwendungen der Joint Global Coor- dinators von bis zu A5,4 Mio. (unter Annahme (i) eines Angebots- preises am unteren Ende der Preisspanne, (ii) der Gewa¨hrung der ermessenabha¨ngigen Provision in vollem Umfang von bis zu 1,25 % des gesamten Bruttoerlo¨ses und (iii) der Nichtberu¨cksichtigung von steuerlichen Effekten), zuzu¨glich voraussichtlicher sonstiger Aufwen- dungen von A10,8 Mio. Die Provisionen der Konsortialbanken beinhalten sa¨mtliche Provisionen, die den Konsortialbanken im Zusam- menhang mit dem Angebot zu zahlen sind. Eine separate Platzierungsprovision ist nicht vorgesehen.

Die Gesellschaft scha¨tzt, dass sich die gesamten Provisionen der Konsortialbanken und Aufwendungen der Joint Global Coordinators auf einen Betrag von A5,4 Mio. belaufen werden.

30 Die Abgebenden Aktiona¨re zahlen den Teil der Kosten des Angebots, einschließlich Provisionen der Konsortialbanken und Aufwendungen der Joint Global Coordinators, der sich auf das Angebot und den Verkauf der Aktien aus dem Bestand der Abgebenden Aktiona¨re bezieht. Die Gesellschaft tra¨gt sa¨mtliche Kosten, die im Zusammen- hang mit der Zulassung der Aktien zum Handel an der Frankfurter Wertpapierbo¨rse entstehen.

Die Gesellschaft erha¨lt lediglich den aus dem Verkauf der neu auszu- gebenden Aktien stammenden Erlo¨s des Angebots. Die Gesellschaft erha¨lt nicht den Erlo¨s aus dem Verkauf bestehender Aktien aus dem Bestand der Abgebenden Aktiona¨re. Wir gehen davon aus, dass sich der Nettoerlo¨s der Gesellschaft am unteren Ende der Preisspanne auf etwa A 133,8 Mio. belaufen wird.

Die Gesellschaft beabsichtigt,

• ca. A 11,9 Mio. ihres Anteils an den Nettoerlo¨sen aus dem Angebot zur vollsta¨ndigen Ru¨ckzahlung des Gesellschafterdar- lehens (inklusive aufgelaufener Zinsen), welches von 3i Invest- ments plc gefu¨hrten oder mit 3i Investments plc unter gemeinsamer Kontrolle stehenden Fonds gewa¨hrt wurde, zu verwenden;

• ca. A 53,5 Mio. ihres Anteils an den Nettoerlo¨sen aus dem Angebot zur vollsta¨ndigen Ru¨ckzahlung ihrer Verbindlichkeiten aus der Mezzanine-Kreditvereinbarung (mezzanine facility agreement) zu verwenden; und

• bei einem Platzierungspreis am unteren Ende der Preisspanne den Anteil der Gesellschaft am Nettoerlo¨s aus dem Angebot, der nach Ru¨ckzahlung des Mezzanine-Kredits und des Gesellschafterdarle- hens noch verbleibt, bis zur Ho¨he von ca. A 68,4 Mio., zusammen mit den unter der Neuen Kreditvereinbarung (new facilities agreement)gewa¨hrten Krediten fu¨r folgende Zwecke zu verwenden: (i) zur Ru¨ckzahlung ihrer Verbindlichkeiten aus der besicherten Kreditfazilita¨t(senior facilities agreement), aus der revolvierenden Kreditfazilita¨t(revolving facility) sowie der zu erwartenden Kosten der Refinanzierung, (ii) zur Ru¨ckzahlung des Verka¨uferdarlehens (vendor loan), welches von den fru¨heren Gesellschaftern von R.G. Ray gewa¨hrt wurde, (iii) zur Ablo¨sung eines mit der derzeitigen Finanzierungsstruktur in Zusammenhang stehenden Zinsswaps sowie (iv) fu¨r allgemeine Unternehmenszwecke und zur Sta¨rkung der finanziellen Flexibilita¨t der Gesellschaft.

Wir scha¨tzen, dass sich der Nettoerlo¨s der Abgebenden Aktiona¨re (unter Annahme von (i) einer vollsta¨ndigen Platzierung der Aktien, (ii) vollsta¨ndiger Ausu¨bung der Greenshoe-Option und (iii) vollsta¨ndi- gem Abzug aller Kosten und Auslagen, die von den Abgebenden Aktiona¨ren im Zusammenhang mit dem Angebot zu zahlen sind) am unteren Ende der Preisspanne auf etwa A 213,5 Mio., in der Mitte der Preisspanne auf etwa A 242,2 Mio. und am oberen Ende der Preis- spanne auf etwa A 270,9 Mio. belaufen wird.

Stimmrechte Jede Aktie berechtigt zu einer Stimme bei der Hauptversammlung der Gesellschaft.

Dividendenanspru¨che und Die Aktien sind ab dem 1. Januar 2011 vollsta¨ndig dividendenbe- Dividendenpolitik rechtigt. Wir beabsichtigen nicht, im Jahr 2011 eine Dividende zu zahlen. Soweit wir im Jahr 2012 eine Dividende zahlen werden, gehen wir davon aus, dass diese von den Ergebnissen im Jahr 2011 abha¨ngen und zwischen 30% und 40% unseres Nettojahresergebnisses fu¨r den Konzern liegen wird, bereinigt um die Effekte aus der Abschreibung

31 von Kaufpreisallokationen (ohne Beru¨cksichtigung etwaiger Effekte aus korrespondierenden latenten Steuern). Etwaige ku¨nftige Dividen- den werden von unseren jeweiligen Gewinnen und Anlagestrategien zu dieser Zeit abha¨ngen. International Securities Identification DE000A1H8BV3 Number (ISIN) Wertpapierkennnummer (WKN) A1H8BV Common Code 060704333 Bo¨rsenku¨rzel NOEJ Zahlstelle Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60311 Frankfurt am Main, Deutschland

32 ZUSAMMENFASSUNG DER KONSOLIDIERTEN FINANZINFORMATIONEN Die in den nachstehenden Tabellen enthaltenen Finanzinformationen basieren auf den gepru¨ften Konzernab- schlu¨ssen der Gesellschaft fu¨r die zum 31. Dezember 2010 und zum 31. Dezember 2009 endenden Gescha¨ftsjahre. Diese Konzernabschlu¨sse wurden entsprechend den IFRS erstellt. Zusa¨tzliche in diesem Prospekt enthaltene Angaben wurden dem gepru¨ften Jahresabschluss der Gesellschaft fu¨r das zum 31. Dezember 2010 endende Gescha¨ftsjahr entnommen, der entsprechend den Vorschriften des HGB erstellt wurde. Jeder der genannten Konzernabschlu¨sse und der Jahresabschluss wurden durch PricewaterhouseCoopers Aktiengesellschaft Wirt- schaftspru¨fungsgesellschaft, Olof-Palme-Str. 35, 60439 Frankfurt am Main gepru¨ft und mit einem uneinge- schra¨nkten Besta¨tigungsvermerk versehen. Die in diesem Prospekt enthaltenen, nach IFRS erstellten gepru¨ften Finanzdaten fu¨r das zum 31. Dezember 2008 endende Gescha¨ftsjahr wurden dem nach IFRS erstellten Konzern- abschluss fu¨r das zum 31. Dezember 2009 endende Gescha¨ftsjahr entnommen. Die vorgenannten Abschlu¨sse nach IFRS und HGB sind in diesem Prospekt ab Seite F-2 abgedruckt. Zwischen IFRS und HGB bestehen wesentliche Unterschiede. Einige der nachstehend abgedruckten Indikatoren und Kennzahlen fu¨r die Ertragskraft wurden dem Rechnungswesen und dem Berichtwesen des Managements der Gesellschaft entnommen. Sind Finanzinformationen in den nachstehenden Tabellen als ,,gepru¨ft“ gekennzeichnet, so bedeutet dies, dass sie den oben genannten gepru¨ften Abschlu¨ssen entnommen wurden. Die Kennzeichnung ,,ungepru¨ft“ wird in den nachstehenden Tabellen zur Kenntlichmachung von Finanzinformationen verwendet, die dem Rechnungswesen und dem Berichtswesen des Managements der Gesellschaft entnommen oder aus diesen abgeleitet wurden und die nicht in den gepru¨ften Abschlu¨ssen enthalten sind. Sa¨mtliche Finanzinformationen, die in Text und Tabellen dieses Abschnitts des Prospekts dargestellt sind, sind in Tausend bzw. Millionen Euro angegeben (Tsd. B und Mio. B), auf eine Nachkommastelle gerundet. Sofern nicht ausdru¨cklich etwas anderes angegeben ist, wurden die prozentualen A¨ nderungen im Text und in den Tabellen auf eine Nachkommastelle gerundet. Dadurch ergeben die in den Tabellen ausgewiesenen Zahlen nicht in allen Fa¨llen in der Summe exakt den jeweils angegebenen Gesamtbetrag und die ausgewiesenen Prozentzahlen ergeben in der Summe nicht immer exakt 100 %.

Zusammenfassung der Kennzahlen aus der Konzern-Gewinn- und Verlustrechnung Im Gescha¨ftsjahr zum 31. Dezember 2010 2009 2008 (gepru¨ft, E Tsd.) Umsatzerlo¨se ...... 490.404 329.794 457.603 Vera¨nderung des Bestandes an unfertigen und fertigen Erzeugnissen . . 4.793 (3.386) (2.833) Aufwendungen fu¨r Roh-, Hilfs- und Betriebsstoffe ...... (220.464) (143.975) (203.411) Bruttoergebnis vom Umsatz ...... 274.733 182.433 251.359 Sonstige betriebliche Ertra¨ge...... 8.848 8.560 4.671 Sonstige betriebliche Aufwendungen ...... (77.409) (53.520) (64.630) Aufwendungen fu¨r Mitarbeiter ...... (124.435) (111.292) (128.597) Abschreibungen auf Sachanlagen und immaterielle Vermo¨genswerte . . (25.428) (22.843) (22.008) Wertminderung immaterieller Vermo¨genswerte ...... — (2.782) (21.132) Betriebsergebnis ...... 56.309 556 19.663 Finanzierungsertra¨ge...... 4.907 3.796 7.182 Finanzierungsaufwendungen ...... (19.769) (25.104) (52.380) Nettofinanzaufwand...... (14.862) (21.308) (45.198) Ergebnis vor Ertragsteuern...... 41.447 (20.752) (25.535) Ertragsteuern...... (11.189) 2.725 (3.884) Jahresergebnis ...... 30.258 (18.027) (29.419) Davon entfallen auf: Gesellschafter der Muttergesellschaft ...... 30.157 (18.182) (29.637) Minderheitsgesellschafter ...... 101 155 218

33 Zusammenfassung der Kennzahlen aus der Konzernbilanz Zum 31. Dezember 2010 2009 2008 (gepru¨ft, E Tsd.) Aktiva...... 578.783 469.705 499.713 Langfristige Vermo¨genswerte ...... 399.234 346.510 360.147 Gescha¨fts- oder Firmenwerte ...... 221.704 202.789 204.609 Sonstige immaterielle Vermo¨genswerte ...... 79.315 51.419 57.608 Sachanlagen ...... 89.387 83.058 91.238 Ertragssteuerforderungen ...... 2.406 2.761 3.103 Latente Ertragssteuern ...... 6.025 6.086 3.192 Kurzfristige Vermo¨genswerte ...... 179.549 123.195 139.566 Vorra¨te...... 64.709 44.700 54.026 Sonstige Nicht-Finanzanlagen ...... 9.218 5.310 5.162 Derivative Finanzanlagen ...... — 22 166 Ertragsteueranspru¨che...... 4.914 477 1.717 Forderungen aus Lieferungen und Leistungen sowie sonstige Forderungen ...... 70.282 45.501 49.227 Zahlungsmittel und Zahlungsmittela¨quivalente ...... 30.426 27.185 29.268 Passiva ...... 578.783 469.705 499.713 Eigenkapital ...... 78.402 39.128 60.126 Langfristige Schulden ...... 364.609 363.730 386.509 Pensionsverpflichtungen ...... 9.063 8.058 7.939 Ru¨ckstellungen ...... 4.584 4.183 6.140 Langfristiges Fremdkapital ...... 315.935 320.326 337.669 Derivative Finanzverbindlichkeiten ...... — 7.968 6.638 Latente Ertragsteuerverbindlichkeiten ...... 34.450 21.997 26.255 Kurzfristige Schulden ...... 135.772 66.847 53.078 Ru¨ckstellungen ...... 3.255 3.894 3.648 Kurzfristiges Fremdkapital ...... 44.162 14.828 10.616 Sonstige Nicht-Finanzverbindlichkeiten ...... 21.773 16.499 15.670 Derivative Finanzverbindlichkeiten ...... 5.550 22 1.384 Verbindlichkeiten aus Lieferungen und Leistungen ...... 48.311 29.953 18.578

Zusammenfassung der Kennzahlen aus der Konzern-Kapitalflussrechnung Fu¨r die Gescha¨ftsjahre zum 31. Dezember 2010 2009 2008 (gepru¨ft, E Tsd.) Nettomittelzufluss aus laufender Gescha¨ftsta¨tigkeit ...... 62.116 41.992 64.111 Nettomittelabfluss aus Investitionsta¨tigkeit ...... (56.620) (10.828) (16.434) Nettomittelabfluss aus Finanzierungsta¨tigkeit ...... (3.089) (33.237) (39.951) Liquidita¨tswirksame Vera¨nderung des Zahlungsmittelfonds...... 2.407 (2.073) 7.726 Zahlungsmittelfonds zum Jahresende ...... 30.426 27.185 29.268

34 Zusammenfassung sonstiger Konzernfinanzinformationen Gescha¨ftsjahr Gescha¨ftsjahr Gescha¨ftsjahr zum Vera¨nderung zum Vera¨nderung zum 31. Dezember 2009- 31. Dezember 2008- 31. Dezember 2010 2010 2009 2009 2008 (gepru¨ft, soweit nicht anders gekennzeichnet) (in E Tsd., soweit nicht anders gekennzeichnet) EBITA bereinigt(1) (2) (ungepru¨ft)...... 85.415 121.8% 38.516 (40,2)% 64.386 EBITA bereinigt Marge(1) (3) (ungepru¨ft).... 17,4% — 11,7% — 14,1% EBITDA bereinigt(1) (4) ...... 99.248 87,1% 53.043 (33,3)% 79.520 EBITDA bereinigt Marge(1) (5) (ungepru¨ft) . . . 20,2% — 16,1% — 17,4% Nettoverschuldung(1) (6) (ungepru¨ft, in A Mio.) ...... 344,1 8,5% 317,2 (3,5)% 328,8 Investitionen(1) (7) ...... 21.112 38,9% 15.200 (14,0)% 17.675 Mitarbeiter(8) (Kopfzahl) ...... 2.853 5,0% 2.717 (20,5)% 3.416

(1) Wir weisen diese Zahl aus, da sie fu¨r einige Investoren eine hilfreiche Kennzahl zur Beurteilung unserer Ertragskraft darstellen ko¨nnte. Diese Zahl ist jedoch keine unter IFRS definierte Kennzahl und kann nicht als Ersatz fu¨r Angaben zu Posten der Gewinn- und Verlustrechnung oder Kapitalflussrechnung, die nach den IFRS ermittelt werden, oder als Kennzahl fu¨r die Rentabilita¨t oder Liquidita¨t verstanden werden. Sie gibt nicht unbedingt an, ob der Cashflow ausreichen wird, um unseren Liquidita¨tsbedarf zu decken, und ist nicht unbedingt ein Indikator fu¨r vergangene oder zuku¨nftige operative Ergebnisse. Da diese Kennzahl nicht von allen Unternehmen gleich definiert wird, ist die von uns ausgewiesene Kennzahl nicht unbedingt mit a¨hnlich bezeichneten Kennzahlen, die von anderen Unternehmen verwendet werden, vergleichbar. (2) EBITA bereinigt ist definiert als Betriebsergebnis plus Wertminderungen immaterieller Vermo¨genswerte, Abschreibungen auf immaterielle Vermo¨genswerte, Restrukturierungskosten, nicht perioden-bezogene/periodisch wiederkehrende Posten, sonstige Konzernausgaben und Normalisierungen sowie PPA-Abschreibungen: Fu¨r die Gescha¨ftsjahre zum 31. Dezember 2010 2009 2008 (gepru¨ft, soweit nicht anders gekennzeichnet) (E Tsd.) Jahresergebnis ...... 30.258 (18.027) (29.419) + Ertragsteuern ...... 11.189 (2.725) 3.884 Ergebnis vor Ertragsteuern ...... 41.447 (20.752) (25.535) + Nettofinanzaufwand(9) ...... 14.862 21.308 45.198 Betriebsergebnis ...... 56.309 556 19.663 + Wertminderung immaterieller Vermo¨genswerte ...... — 2.782 21.132 + Abschreibungen auf immaterielle Vermo¨genswerte(10) (ungepru¨ft)...... 8.576 5.297 3.855 EBITA(11) (ungepru¨ft) ...... 64.885 8.635 44.650 + Restrukturierungskosten(12) ...... 1.250 20.634 9.772 + Nicht periodisch wiederkehrende Posten(13) ...... 15.536 5.069 5.481 + Sonstige Konzernausgaben und Normalisierungen(14) ...... 725 1.159 1.464 + PPA-Abschreibungen(15) (ungepru¨ft)...... 3.019 3.019 3.019 EBITA bereinigt (ungepru¨ft) ...... 85.415 38.516 64.386

Wir weisen das bereinigte EBITA hier nicht als Kennzahl fu¨r unsere operativen Ergebnisse aus. Unsere Gescha¨ftsfu¨hrung beru¨cksichtigt EBITA bereinigt neben einigen anderen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts, da sie EBITA bereinigt als die zentrale Kennzahl fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts ansieht. Wir sind der Ansicht, dass die Bereinigungen auf unser EBITA erforderlich sind, um einen Vergleich unser Leistungsfa¨higkeit auf konstanter Basis unter Ausschluss der oben genannten Einmaleffekte zu ermo¨glichen, die nach unserer Ansicht zur Verzerrung unserer normalen operativen Leistungsfa¨higkeit fu¨hren. (3) Die bereinigte EBITA Marge (in Prozent) wird berechnet, indem das bereinigte EBITA durch die Umsatzerlo¨se geteilt wird. (4) EBITDA bereinigt meint EBITA bereinigt plus Abschreibungen auf Sachanlagen (ausgenommen PPA-Abschreibungen): Fu¨r die Gescha¨ftsjahre zum 31. Dezember 2010 2009 2008 (gepru¨ft, soweit nicht anders gekennzeichnet) (E Tsd.) EBITA bereinigt (ungepru¨ft) ...... 85.415 38.516 64.386 + Abschreibungen auf Sachanlagen (ausgenommen PPA-Abschreibungen)(15) (ungepru¨ft)...... 13.833 14.527 15.134 EBITDA bereinigt ...... 99.248 53.043 79.520

Wir weisen das bereinigte EBITDA hier nicht als Kennzahl fu¨r unsere operativen Ergebnisse aus. Unsere Gescha¨ftsfu¨hrung beru¨cksichtigt EBITDA bereinigt neben einigen anderen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts, da sie EBITDA bereinigt als eine von verschiedenen hilfreichen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung des Gescha¨fts unserer Gruppe ansieht. Soweit nicht anders gekennzeichnet, meint EBITDA bereinigt in diesem Prospekt immer das bereinigte EBITDA des Konzerns. In der Vergangenheit

35 benutzten wir EBITDA bereinigt als die zentrale Kennzahl fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts und wir nutzen sie weiterhin als wichtigste unter verschiedenen hilfreichen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung der Gescha¨fte innerhalb unserer Segmente. Um jedoch dem allgemein anerkannten Standard der Berichterstattung kapitalmarktorientierter Unternehmen zu genu¨gen, nutzen wir nun EBITA bereinigt als die zentrale Kennzahl fu¨r die Ertragskraft bei der Fu¨hrung unserer Gruppe. Wir sind der Ansicht, dass die Bereinigungen auf unser EBITA erforderlich sind, um einen Vergleich unser Leistungsfa¨higkeit auf konstanter Basis unter Ausschluss der oben genannten Einmaleffekte zu ermo¨glichen, die nach unserer Ansicht zur Verzerrung unserer normalen operativen Leistungs- fa¨higkeit fu¨hren. (5) Die bereinigte EBITDA Marge (in Prozent) wird berechnet, indem das bereinigte EBITDA durch die Umsatzerlo¨se geteilt wird. (6) Die Nettoverschuldung ist definiert als die Summe aus Fremdkapital, sonstigen Finanzverbindlichkeiten sowie Derivaten, abzu¨glich Zahlungsmitteln und Zahlungsmittela¨quivalenten. Zum 31. Dezember 2010 2009 2008 (ungepru¨ft, soweit nicht anders gekennzeichnet) (E Mio.) Fremdkapital ...... 360,1 335,2 348,3 + Sonstige Finanzverbindlichkeiten ...... 8,9 1,2 1,8 +Derivate...... 5,6 8,0 8,0 Verschuldung ...... 374,5 344,3 358,1 Ϫ Zahlungsmittel und Zahlungsmittela¨quivalente (gepru¨ft)...... 30,4 27,2 29,3 Nettoverschuldung ...... 344,1 317,2 328,8 Wir weisen die Nettoverschuldung hier nicht als Kennzahl fu¨r unsere operativen Ergebnisse aus. Unsere Gescha¨ftsfu¨hrung beru¨cksichtigt die Nettoverschuldung neben einigen anderen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts, da sie die Nettover- schuldung als eine von verschiedenen hilfreichen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung des Gescha¨fts unserer Gruppe ansieht. (7) Investitionen ist definiert als die Summe der fu¨r den Erwerb von Sachanlagen und immaterieller Vermo¨genswerten geta¨tigten Ausgaben: Fu¨r die Gescha¨ftsjahre zum 31. Dezember 2010 2009 2008 (gepru¨ft) (E Tsd.) Erwerb von Sachanlagen ...... (17.831) (12.043) (15.004) + Erwerb von immaterieller Vermo¨genswerten ...... (3.281) (3.157) (2.671) Investitionen...... (21.112) (15.200) (17.675) (8) Jahresdurchschnitt der Anzahl der Mitarbeiter (ausgenommen voru¨bergehend Bescha¨ftigte), berechnet auf Grundlage der Summe der Mitarbeiter am letzten Tag des jeweiligen Monats geteilt durch zwo¨lf. (9) Nettofinanzaufwand meint Finanzertra¨ge abzu¨glich Finanzaufwendungen. (10) Abschreibungen auf immaterielle Vermo¨genswerte berechnen sich aus Abschreibungen immaterieller Vermo¨genswerte abzu¨glich Wert- minderungen immaterieller Vermo¨genswerte. Eine PPA-Abschreibung auf immaterielle Vermo¨genswerte ist die Abschreibung des Differenzbetrages zwischen dem angemessenen Wert der Vermo¨genswerte wie er sich aus der Kaufpreisallokation im Rahmen der Akquisition ergeben hat, sowie dem Buchwert der betreffenden Vermo¨genswerte unmittelbar vor der Akquisition. In den Jahren 2008, 2009 und 2010 betrugen unsere PPA-Abschreibungen auf immaterielle Vermo¨genswerte insgesamt A2.572 Tausend, A3.365 Tausend und A4.011 Tausend. (11) EBITA ist definiert als Betriebsergebnis plus Wertminderung immaterieller Vermo¨genswerte und Abschreibungen auf immaterielle Vermo¨genswerte. Wir weisen EBITA hier weder als Kennzahl fu¨r unsere operativen Ergebnisse aus, noch beru¨cksichtigt unsere Gescha¨ftsfu¨hrung EBITA bei der Fu¨hrung unseres Gescha¨fts. Wir weisen diese Zahl aus, da sie fu¨r einige Investoren in Kombination mit anderen Kennzahlen zur Ertragskraft eine hilfreiche Kennzahl zur Bewertung unseres Gescha¨fts darstellen ko¨nnte. (12) Restrukturierungskosten beinhalten die Stilllegung von Anlagen/Betriebsbereichen, die Verlagerung von Produktionskapazita¨ten sowie Abfindungszahlungen. (13) Nicht perioden-bezogene/periodisch wiederkehrende Posten beinhalten hauptsa¨chlich Akquisitions- und Integrationsausgaben und nicht periodisch wiederkehrende Posten. (14) Sonstige Konzernausgaben und Normalisierungen beinhalten hauptsa¨chlich Kosten in Zusammenhang mit dem Beirat/Aufsichtsrat, Managementgebu¨hren und bestimmte außerplanma¨ßige Kosten. (15) Eine PPA-Abschreibung ist die Abschreibung des Differenzbetrages zwischen dem angemessenen Wert der Vermo¨genswerte wie er sich aus der Kaufpreisallokation im Rahmen der Akquisition ergeben hat, sowie dem Buchwert der betreffenden Vermo¨genswerte unmittelbar vor der Akquisition.

36 Zusammenfassung der operativen Segmentkennzahlen

Gescha¨ftsjahr Vera¨nde- Gescha¨ftsjahr Gescha¨ftsjahr zum rung zum Vera¨nderung zum 31. Dezember 2009- 31. Dezember 2008- 31. Dezember 2010 2010 2009 2009 2008 (gepru¨ft, soweit nicht anders gekennzeichnet) (E Tsd.) (%) (E Tsd) (%) (E Tsd.) EMEA(1) Umsatzerlo¨se...... 360.255 39,9 257.441 (30,1) 368.273 EBITDA bereinigt(2) (3) ...... 80.995 92,7 42.038 (34,3) 63.979 Mitarbeiter(4) ...... 2.025 (2,1) 2.068 (24,5) 2.739 Americas(5) Umsatzerlo¨se...... 130.947 80,3 72.647 (25,2) 97.173 EBITDA bereinigt(2) (3) ...... 23.016 121,0 10.415 (37,1) 16.561 Mitarbeiter(4) ...... 488 26,4 386 (22,6) 499 Asia Pacific(6) Umsatzerlo¨se...... 31.016 81,0 17.139 5,9 16.189 EBITDA bereinigt(2) (3) ...... 1.673 99,9 837 (18,0) 1.021 Mitarbeiter(4) ...... 317 32,1 240 54,8 155 NORMA Gruppe konsolidiert Umsatzerlo¨se...... 490.404 48,7 329.794 (27,9) 457.603 Mitarbeiter(4) (7) ...... 2.853 5,0 2.717 (20,5) 3.416 EBITDA der Segmente insgesamt, bereinigt(2) (8)...... 105.684 98,3 53.290 (34,7) 81.561 Beteiligungen(9) ...... (6.268) 3.698,8 (165) (92,6) (2.221) Eliminierungen(10) ...... (168) 104,9 (82) — 180 EBITDA der Gruppe insgesamt, bereinigt(2)(3) ...... 99.248 87,1 53.043 (33,3) 79.520 Abschreibungen auf Sachanlagen (ausgenommen PPA- Abschreibungen)(11) (ungepru¨ft)..... (13.833) (4,8) (14.527) (4,0) (15.134) EBITA der Gruppe insgesamt, bereinigt (ungepru¨ft)(12) (13) ...... 85.415 121,8 38.516 (40,2) 64.386

(1) EMEA beinhaltet Europa, den Mittleren Osten und Afrika. In EMEA haben wir Gescha¨ftsbetriebe im Vereinigten Ko¨nigreich, Spanien, Frankreich, Deutschland, Italien, Schweden, der Tschechischen Republik, Polen, Tu¨rkei, Serbien und Russland, und ta¨tigen Verka¨ufe in weitere La¨nder. (2) Wir weisen das bereinigte EBITDA hier nicht als Kennzahl fu¨r unsere operativen Ergebnisse aus. Unsere Gescha¨ftsfu¨hrung beru¨cksichtigt EBITDA bereinigt neben einigen anderen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts, da sie EBITDA bereinigt als eine von verschiedenen hilfreichen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung des Gescha¨fts unserer Gruppe ansieht. Soweit nicht anders gekennzeichnet, meint EBITDA bereinigt in diesem Prospekt immer das bereinigte EBITDA des Konzerns. In der Vergangenheit benutzten wir EBITDA bereinigt als die zentrale Kennzahl fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts und wir nutzen sie weiterhin als wichtigste unter verschiedenen hilfreichen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung der Gescha¨fte innerhalb unserer Segmente. Um jedoch dem allgemein anerkannten Standard der Berichterstattung kapitalmarktorientierter Unternehmen zu genu¨gen, nutzen wir nun EBITA bereinigt als die zentrale Kennzahl fu¨r die Ertragskraft bei der Fu¨hrung unserer Gruppe. (3) EBITDA bereinigt ist definiert als Betriebsergebnis plus Wertminderung immaterieller Vermo¨genswerte, Abschreibungen auf Sachanlagen und auf immaterielle Vermo¨genswerte, Restrukturierungskosten, nicht perioden-bezogene/periodisch wiederkehrende Posten, sowie sonstige Konzernausgaben und Normalisierungen:

Fu¨r die Gescha¨ftsjahre zum 31. Dezember 2010 2009 2008 (gepru¨ft) (E Tsd.) Betriebsergebnis...... 56.309 556 19.663 + Wertminderung immaterieller Vermo¨genswerte ...... — 2.782 21.132 + Abschreibungen ...... 25.428 22.843 22.008 + Restrukturierungskosten(14) ...... 1.250 20.634 9.772 + Nicht perioden-bezogene/periodisch wiederkehrende Posten(15) ...... 15.536 5.069 5.481 + Sonstige Konzernausgaben und Normalisierungen(16) ...... 725 1.159 1.464 EBITDA bereinigt ...... 99.248 53.043 79.520

37 (4) Jahresdurschnitt der Anzahl der Mitarbeiter, berechnet auf Grundlage der Summe der Mitarbeiter am letzten Tag des jeweiligen Monats geteilt durch zwo¨lf. (5) Americas beinhaltet Nord- und Su¨damerika. Im operativen Segment Americas haben wir Gescha¨ftbetriebe in den Vereinigten Staaten und Mexiko, und ta¨tigen Verkaüfe in weitere La¨nder. (6) Im operativen Segment Asia Pacific haben wir Gescha¨ftsbetriebe in Indien, Thailand, Singapur, China, Su¨dkorea, Japan und Australien, und ta¨tigen Verkaüfe in weitere La¨nder. (7) Darin enthalten sind fu¨r die Gescha¨ftsjahre zum 31. Dezember 2010, 2009 und 2008 23 Mitarbeiter die keinem speziellen Segment zugeordnet werden konnten. (8) Das bereinigte EBITDA der Segmente ist definiert als bereinigtes EBITDA der Gruppe vor Beteiligungen und Eliminierungen. (9) Beteiligungen beinhalten Norma Group GmbH, Norma Group Holding GmbH und Norma Beteiligungs GmbH. (10) Auf Konzernebene beinhalten Eliminierungen unrealisierte Gewinne zwischen den Segmenten aus den Verkaüfen aus Vorra¨ten und Anlagevermo¨gen. (11) Eine PPA-Abschreibung ist die Abschreibung des Differenzbetrages zwischen dem angemessenen Wert der Vermo¨genswerte wie er sich aus der Kaufpreisallokation im Rahmen der Akquisition ergeben hat, sowie dem Buchwert der betreffenden Vermo¨genswerte unmittelbar vor der Akquisition. (12) Wir weisen das bereinigte EBITA hier nicht als Kennzahl fu¨r unsere operativen Ergebnisse aus. Unsere Gescha¨ftsfu¨hrung beru¨cksichtigt EBITA bereinigt neben einigen anderen Kennzahlen fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts, da sie EBITA bereinigt als die zentrale Kennzahl fu¨r die Ertragskraft bei der Fu¨hrung unseres Gescha¨fts ansieht. (13) EBITA bereinigt meint EBITDA bereinigt abzu¨glich PPA-Abschreibungen auf Sachanlagen. (14) Restrukturierungskosten beinhalten die Stilllegung von Anlagen/Betriebsbereichen, die Verlagerung von Produktionskapazita¨ten sowie Abfindungszahlungen. (15) Nicht perioden-bezogene/periodisch wiederkehrende Posten beinhalten hauptsa¨chlich Akquisitions- und Integrationsausgaben und nicht periodisch wiederkehrende Posten. (16) Sonstige Konzernausgaben und Normalisierungen beinhalten hauptsa¨chlich Kosten in Zusammenhang mit dem Beirat/Aufsichtsrat, Managementgebu¨hren und bestimmte außerplanma¨ßige Kosten.

38 ZUSAMMENFASSUNG DER RISIKOFAKTOREN Anleger sollten bei ihrer Anlageentscheidung neben den u¨brigen Angaben in diesem Prospekt die folgenden Risiken sorgfa¨ltig abwa¨gen. Der Marktpreis unserer Aktien ko¨nnte fallen, wenn sich eines dieser Risiken verwirklichen sollte. Anleger ko¨nnten in diesem Fall ihre Investitionen ganz oder teilweise verlieren. Die folgenden Risiken ko¨nnten, jeweils fu¨r sich allein genommen oder zusammen mit weiteren Risiken und Unwa¨gbarkeiten, die uns zurzeit nicht bekannt sind oder die wir zurzeit mo¨glicherweise als unwesentlich erachten, erhebliche nachteilige Auswirkungen auf unser Gescha¨ft, unsere Finanzlage und unser operatives Ergebnis haben. Die Reihenfolge, in der die Risikofaktoren aufgefu¨hrt sind, ist kein Indikator fu¨r die Wahrscheinlichkeit, mit der die Risiken tatsa¨chlich eintreten ko¨nnen, die Bedeutsamkeit oder den Grad der Risiken oder den Umfang einer mo¨glichen Beeintra¨chtigung unseres Gescha¨fts. Die genannten Risiken ko¨nnten sich einzeln oder kumuliert verwirklichen.

Risiken im Zusammenhang mit unserem Gescha¨ft • Wir unterliegen Nachfrageschwankungen und anderen Entwicklungen im breiteren wirtschaftlichen Umfeld, einschließlich des Produktionssektors. Unser Betriebs- und Finanzergebnis ko¨nnte von zuku¨nftigen Wirt- schafts- oder Kreditkrisen nachteilig betroffen sein. • Zyklische Schwankungen in den Branchen unserer Kunden ko¨nnten sich nachteilig auf die Nachfrage nach unseren Produkten auswirken. • Steigender Preisdruck von Seiten der Kunden ko¨nnte sich nachteilig auf unser Gescha¨ft auswirken. • Eine Verschlechterung der Finanzlage von OEM- oder sonstigen Kunden ko¨nnte sich wesentlich nachteilig auf unser Ergebnis auswirken. • Der Wettbewerb in unseren Ma¨rkten ko¨nnte unsere Rentabilita¨t verringern. • Wenn es uns nicht gelingt, Innovationen hervorzubringen und neue Produkte zu entwickeln, die den zunehmend komplexen Anforderungen der Ma¨rkte genu¨gen, in denen wir ta¨tig sind, ko¨nnte sich dies negativ in unserem Ergebnis niederschlagen. • Die Abha¨ngigkeit von externen Vertragsherstellern und Logistikanbietern ko¨nnte zu Sto¨rungen unseres Gescha¨fts fu¨hren und unserer Reputation schaden. • Wenn unser guter Ruf fu¨r Qualita¨t Schaden nehmen wu¨rde, ko¨nnte dies negative Auswirkungen auf unser Gescha¨ft haben. • Einen wesentlichen Teil unserer Ertra¨ge generieren wir mit einer begrenzten Anzahl von Kunden, mit denen wir keine langfristigen Vertra¨ge abgeschlossen haben. Wenn wir solche Kunden verlieren oder die von ihnen geta¨tigten Ka¨ufe signifikant zuru¨ckgehen, ko¨nnte dies erhebliche nachteilige Auswirkungen auf unser Ergebnis haben. • Eine la¨ngere Lebensdauer von OEM-Teilen ko¨nnte sich nachteilig auf die Aftermarket-Nachfrage nach einigen unserer Produkte auswirken. • Angebots- und Kostenschwankungen bei Rohstoffen ko¨nnten erhebliche nachteilige Auswirkungen auf unser Gescha¨ft haben. • Die Abha¨ngigkeit von einer begrenzten Zahl an Rohstoff- und Bauteillieferanten ko¨nnte zu Sto¨rungen unseres Gescha¨fts fu¨hren. •Esko¨nnte sich nachteilig auf unsere Liquidita¨t auswirken, wenn sich die Handelskreditkonditionen bei Zulieferern oder Kunden zu unserem Nachteil a¨ndern. • Wir sind dem Risiko einer mo¨glichen Insolvenz finanzieller Gegenparteien ausgesetzt. • Durch die internationale Struktur unseres Gescha¨fts sind wir einer Reihe wirtschaftlicher, politischer, recht- licher und sonstiger damit verbundener Risiken ausgesetzt. • Unsere Expansionsstrategie in den Schwellenma¨rkten ko¨nnte fehlschlagen. •Mo¨glicherweise ko¨nnen wir die aktuellen oder zuku¨nftigen Akquisitionen nicht erfolgreich integrieren oder die erwarteten Vorteile daraus nicht erzielen. • Wir ko¨nnen nicht garantieren, dass unsere dezentrale Struktur nicht zu Vorkommnissen oder Entwicklungen fu¨hrt, aufgrund derer unser Ruf, unsere Aktivita¨ten oder unsere Finanzlage Schaden nehmen ko¨nnten.

39 •Mo¨glicherweise ha¨lt unsere administrative Kompetenz mit der zuku¨nftigen Expansion nicht Schritt oder wird nicht angemessen an die gestiegenen Anforderungen angepasst, mit denen wir als bo¨rsennotiertes Unter- nehmen konfrontiert werden. • Wir sind auf den ordnungsgema¨ßen und effizienten Betrieb und die Funktionfa¨higkeit unserer Computer- und Datenverarbeitungssysteme angewiesen. Ein weitreichender Ausfall des IT-Systems ko¨nnte zu Sto¨rungen unseres Gescha¨fts oder zur Enthu¨llung sensibler Unternehmensinfomationen fu¨hren. • Unsere ho¨chst spezifische und individuelle Software fu¨r die Finanzberichterstattung ko¨nnte schwer zu erweitern und ihr Austausch teuer sein. • Streiks oder Arbeitsniederlegungen in unseren Anlagen oder in denen unserer wichtigsten Kunden ko¨nnten sich nachteilig auf die Rentabilita¨t unseres Gescha¨fts auswirken. • Als Teil eines Arbeitgeber-Verbundsystems fu¨r die Altersvorsorgung ko¨nnten wir Belastungen ausgesetzt sein, die u¨ber unsere Verpflichtungen unseren eigenen Mitarbeitern gegenu¨ber hinausgehen. • Der Verlust wichtiger Fu¨hrungskra¨fte oder Fehlschla¨ge bei der Gewinnung einer qualifizierten Gescha¨ftsfu¨hrung ko¨nnten ebenso wie der Verlust bzw. die Nichtbindung qualifizierter Mitarbeiter unser Wachstum begrenzen und sich negativ auf unsere Aktivita¨ten auswirken. •A¨ nderungen des regulatorischen Rahmens fu¨r Leiharbeit ko¨nnten sich nachteilig auf die Rentabilita¨t unseres Gescha¨fts auswirken. •A¨ nderungen des Rechts oder der Rechtsprechung in Bezug auf den Status freiberuflicher Mitarbeiter ko¨nnten sich nachteilig auf unser Gescha¨ft und unser operatives Ergebnis auswirken. • Vertra¨ge mit Gewerkschaften oder Betriebsra¨ten ko¨nnten die Kostenflexibilita¨t unseres Gescha¨fts reduzieren. • Unfa¨lle am Arbeitsplatz oder Umweltscha¨den ko¨nnten zu betra¨chtlichen Sanierungsverpflichtungen fu¨hren und unserer Reputation schaden. • Unser Gescha¨ft unterliegt operativen Risiken, gegen die wir mo¨glicherweise nicht angemessen versichert sind. •A¨ nderungen der Wechselkurse und Zinssa¨tze ko¨nnten erhebliche nachteilige Auswirkungen auf unser Finanz- ergebnis haben. Unsere Absicherungsmaßnahmen sind mo¨glicherweise nicht erfolgreich. • Die konsolidierte Aufstellung unserer Finanzposition umfasst wesentliche immaterielle Vermo¨genswerte, die abgewertet werden ko¨nnten.

Rechtliche und regulatorische Risiken • Wir u¨ben unsere Gescha¨ftsaktivita¨ten in einer Vielzahl von Jurisdiktionen aus und unterliegen daher einer Reihe von Gesetzen und Vorschriften, die sich ha¨ufig a¨ndern. Wir ko¨nnen nicht garantieren, dass durch unser Compliance- und Risikomanagement die Einhaltung aller bestehenden Gesetze und Vorschriften sichergestellt werden kann. •Mo¨glicherweise ko¨nnen wir zuku¨nftige Gesetzes- und Vorschriftsa¨nderungen weder vorhersehen noch in angemessener Weise einplanen. • Ungu¨nstige Urteile oder Vergleiche in Rechtsstreitigkeiten, inklusive solcher aus Produkthaftungs- oder Garantieanspru¨chen, ko¨nnten erhebliche Kosten fu¨r uns verursachen. • Unsere Aktivita¨ten unterliegen Umweltgesetzen und sonstigen beho¨rdlichen Vorschriften, die zu wesentlichen Verpflichtungen in der Zukunft fu¨hren ko¨nnten. • Wir mu¨ssen erhebliche Maßnahmen ergreifen, um unsere geistigen Eigentumsrechte zu schu¨tzen. Diese Maßnahmen sind mo¨glicherweise nicht erfolgreich. Wir ko¨nnen nicht gewa¨hrleisten, dass wir genu¨gend Ertragsquellen entwickeln werden, um diejenigen Ertragsquellen zu ersetzen, die sich mit dem Erlo¨schen unserer aktuellen geistigen Eigentumsrechte verringern. • Wir sind Risiken im Zusammenhang mit der Mo¨glichkeit von Steuerabzu¨gen ausgesetzt.

Risiken im Zusammenhang mit dem Angebot und unserer Finanzierungs- und Aktiona¨rsstruktur • Die Aktien wurden bisher nicht o¨ffentlich gehandelt. Es besteht keine Garantie, dass sich ein aktiver und liquider Handel fu¨r unsere Aktien entwickeln wird. • Unser Aktienkurs kann wesentlich schwanken, und Anleger ko¨nnten ihre Anlage ganz oder teilweise verlieren.

40 • Die Ausschu¨ttung zuku¨nftiger Dividenden wird von unserer Finanzlage, unserem operativen Ergebnis sowie den von unseren operativen Tochtergesellschaften vorgenommenen Ausschu¨ttungen an uns abha¨ngen. • Zuku¨nftige Angebote unsererseits von Schuldtiteln oder Aktien ko¨nnen sich nachteilig auf den Marktpreis der Aktien auswirken. Zuku¨nftige Kapitalisierungsmaßnahmen ko¨nnten zu einer betra¨chtlichen Verwa¨sserung bestehender Aktiona¨rsbeteiligungen an dem Unternehmen fu¨hren. • Die Dividenden werden von einer Reihe von Faktoren abha¨ngen, einschließlich der von den operativen Tochtergesellschaften vorgenommenen Ausschu¨ttungen an das Unternehmen. • Unsere Kreditvereinbarungen schra¨nken unser Gescha¨ft und unsere Fa¨higkeit, Dividenden zu zahlen, ein. • Unser Verschuldungsgrad und unsere Zahlungsverpflichtungen aus Finanzverbindlichkeiten ko¨nnten unseren finanziellen Spielraum, z.B. im Hinblick auf die Finanzierung von Akquisitionen oder die Zahlung von Dividenden, einschra¨nken und ein signifikanter Anstieg unserer Nettoverschuldung ko¨nnte zu A¨ nderungen der Bedingungen, zu welchen uns Kredit gewa¨hrt wird, fu¨hren. • Fortwa¨hrender wesentlicher Einfluss eines Großaktiona¨rs auf Unternehmensangelegenheiten und die Tat- sache, dass sich die Interessen eines solchen Aktiona¨rs von den Interessen anderer Anleger des Unternehmens unterscheiden ko¨nnten. • Zuku¨nftige Aktienverka¨ufe durch einen oder mehrere Großaktiona¨re ko¨nnten Druck auf den Aktienkurs ausu¨ben.

41 RISK FACTORS Investors should carefully consider the following risks, in addition to the other information contained in this prospectus, when deciding whether to invest in our shares. The market price of our shares could fall if any of these risks were to materialize, in which case investors could lose all or part of their investments. The following risks, alone or together with additional risks and uncertainties not currently known to us or that we might currently deem immaterial, could materially adversely affect our business, financial condition and results of operations. The order in which the risk factors are presented is not an indication of the likelihood of the risks actually occurring, the significance or degree of the risks or the scope of any potential impairment to our business. The risks mentioned could materialize individually or cumulatively.

RISKS RELATING TO OUR BUSINESS We are affected by demand fluctuations and other developments in the broader economy, including in the manufacturing sector, and our operations and financial results could be adversely affected by future economic or credit crises. Demand for our products is largely dependent on general economic conditions and the industrial output of the manufacturing sector. Our business is thus affected by general levels of industrial and manufacturing output in the industries and markets that we serve and is susceptible to downturns in economies around the world, including major economic centers such as Europe and the United States, as well as emerging markets such as China and India. Economic factors outside of our control, including economic recessions, significant episodes of inflation, fluctuations in interest and exchange rates, and changes in the fiscal or monetary policies of governments, could reduce both demand for our products and the profit margins we are able to achieve. General economic conditions and macroeconomic trends can affect overall demand for our products and the markets in which we operate. Beginning in mid-to-late 2007, a worldwide financial and economic downturn occurred that affected essentially all regions of the world and all business sectors, especially manufacturing. In addition, it is unclear how broadly or deeply the recent natural disaster and related events in Japan will affect the regional or global macroeconomic climate. Future economic downturns (including but not limited to global or regional recessions, credit crises, or general or industry-specific declines in output or growth) could have the effect of significantly reducing demand for our products and could negatively affect the creditworthiness of our customers, our suppliers and the financial institutions with which we have accounts or other business relationships. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Cyclicality in our customers’ industries could adversely affect demand for our products. We generate substantially all our revenue from our engineered joining technologies business from customers operating in cyclical industries. These industries include the passenger vehicle, commercial vehicle, construction equipment, agricultural machinery, appliances/white goods and construction industries. Sales and production in these industries are highly cyclical and depend, among other things, on general economic conditions, consumer spending and preferences, fuel costs and the availability of consumer financing. These industries can be especially sensitive to changes in general economic conditions and can be affected by negative changes in such conditions to a greater extent than other industries. A significant portion of our overall sales is attributable to customers in the passenger vehicle and commercial vehicle industries. Decreases in passenger vehicle and commercial vehicle production can therefore significantly reduce demand for our products. The substantial deterioration in vehicle production during the second half of 2008, for example, had a significant negative effect on our sales, liquidity and results of operations, and prolonged future contractions could also adversely affect our business. In addition, cyclicality in customer end markets or in distribution channels, especially changes in the level of inventories, could result in decreased sales in our distribution services business. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Escalating price pressure from customers could adversely affect our business. Our customers are active in competitive industries and face constant pressure to cut their production costs. As a result, our customers could pressure us to reduce our prices or could seek lower-cost options from our competitors. Pricing pressure from original equipment manufacturers (“OEMs”) is a characteristic of the passenger vehicle industry and, to a lesser extent, the commercial vehicle industry and other OEM industries. Most OEMs, for example, have annual price reduction initiatives and objectives with their suppliers. We expect such actions to continue in the future. Accordingly, we must be able to reduce our operating costs in order to maintain our current margins and competitive position. Price reductions have impacted our margins in the past and could do so again in

42 the future. If we have to reduce our prices and cannot fully offset those price reductions with reductions in our own costs of production, it could have a material adverse effect on our business, financial condition and results of operations.

A decline in the financial condition of OEMs or other customers could materially adversely affect our results. In addition to the impact that production cuts and permanent capacity reductions by OEMs may have on our business and results of operations, the financial condition of these companies can also affect our own financial condition. Significantly lower global production levels, tightened liquidity and increased cost of capital have combined to cause severe financial distress among many OEMs and other customers have forced many of those companies to implement various forms of restructuring actions. OEMs and other customers have suffered from declines in sales and production, which, together with structural issues specific to these companies (such as significant overcapacity and pension and healthcare costs), have caused many of these companies to undergo unprecedented restructurings including, in some cases, recent or ongoing reorganizations under bankruptcy laws. If the creditworthiness of our customers declines, we would face an increased default risk with respect to our trade receivables. There can be no assurance that any financial arrangements provided to these companies, or even a successful reorganization of such companies through bankruptcy, will guarantee their continued viability. A significant degradation of the financial condition of OEMs and other customers could have a material adverse effect on our business, financial condition and results of operations.

Competition in our markets could reduce our profitability. We face competition in our business around the world. Our primary competitors include a broad range of local, regional and international companies with diverse characteristics. Some of our competitors are focused on sub-markets within targeted industries, while others have greater financial, technical and marketing resources than we, which could enhance their ability to finance acquisitions, fund internal growth and respond more quickly to professional and technological changes. Some of our competitors have or might develop cost structures that enable them to produce similar or equivalent products more cheaply than we can produce them. Additionally, price erosion due to the entry or significant expansion of lower-cost producers or the commoditization of certain products could also push down prices, reducing our profitability. In some of the markets in which we are active, our competitors’ brands are more widely advertised than ours. We also encounter competition from similar and alternative products, many of which are produced and marketed by major multinational or national companies. In addition, producers that do not currently compete with us could expand their product portfolios to include products that would compete directly with ours. Changes in the product focus of larger producers could also result in such producers establishing relationships with our current customers that reduce or replace our business with those customers. Larger producers, particularly in thermoplastics, could also encourage price erosion in an effort to push out smaller producers. In addition, certain large thermoplastics producers to whom we currently sell certain products could decide to compete with us as producers of these products. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Our results could suffer if we fail to innovate and develop new products that meet the increasingly complex demands of the markets in which we operate. Our customers, particularly in our engineered joining technology business, demand increasingly complex and innovative solutions to their joining problems. The ability to anticipate technological trends and respond to customer needs by developing innovative solutions in a timely manner is crucial in our business. If we fail to innovate and develop new products, fail to develop enough new products to generate sufficient revenues, or if our future products are otherwise unsuccessful, it could have a material adverse effect on our business, financial condition and results of operations.

Reliance on third-party contract manufacturers and logistics providers could result in disruption to our business and damage our reputation. We rely on third-party contract manufacturers for the production of certain of our finished goods and third- party logistics providers for the distribution of certain of our products to customers. We do not have control over the management or business of these third-party contract manufacturers and logistics providers, except indirectly through terms we negotiate in our contracts with these third parties. If the terms of doing business with our primary contract manufacturers or logistics providers change, our production or distribution could be reduced or disrupted. Furthermore, manufacturing quality problems, late delivery or other problems resulting from third-party manufacturers or logistics providers could damage our reputation with customers or in the market generally.

43 Additionally, many of the raw materials we use and products we sell are shipped by oceangoing vessels. If a ship carrying our inputs or finished products sinks or experiences substantial delays, we could face significant disruptions to our production or supply of goods to our customers. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Our business could suffer if our reputation for quality were damaged.

Our business depends to a significant extent on our customers’ trust in our reputation for quality. Actual or alleged instances of inferior product quality, or of damage caused or allegedly caused by our products, could damage our reputation in the markets in which we operate and could lead to customers becoming less willing to work with us. In addition, events or allegations of malfunctioning products could lead to legal claims against us, and we could incur substantial legal fees and other costs in defending such legal claims. The materialization of any of these risks, alone or in combination, could damage our reputation and have a material adverse effect on our business, financial condition and results of operations.

A substantial portion of our revenue is generated from a limited number of customers with whom we do not have long-term contracts. The loss of, or a significant reduction in purchases by, such customers could significantly adversely affect our results.

A significant portion of our revenue derives from a limited number of customers. As of December 31, 2010, 2009 and 2008, our top ten customers accounted for 28%, 28% and 26% of our revenues, respectively. Some of our largest customers have changed from year to year primarily as a result of our growth, broadening customer base, and the timing of discrete, large project-based purchases. The sales cycle from initial contact to confirmed orders with our customers is typically long and unpredictable. We typically enter into individual purchase orders with large customers. These customers could alter, reduce or cancel their purchase contracts with little or no notice to us. We do not generally enter into long-term commitment contracts with our customers. As such, these customers may alter their purchasing behavior and reduce or cancel orders with little or no notice to us, which could in turn lead to delays or cancellations of orders from one or more of our major customers, the loss of one or more major customers, or failure of one or more major customers to make timely payment. The effect on our business would be particularly acute if a number of customer relationships were terminated or the number of products we deliver under such relationships were substantially reduced within a short period of time. Any combination of the foregoing developments that is systematic or widespread among our customers, especially if it involves multiple larger customers, could have a material adverse effect on our business, financial condition and results of operations.

Longer product lives of OEM parts could adversely affect aftermarket demand for some of our products.

The average useful life of parts, particularly in the end products of OEMs, has increased in recent years due to innovations in products and technologies. Longer product lives generally lead to less-frequent replacement of parts over the lifespan of the equipment, leading in turn to decreased aftermarket sales of the relevant products. This dynamic has adversely affected our aftermarket sales in the past and could do so in the future. Further increases in average useful lives of parts could also further adversely affect aftermarket demand for certain of our products. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Fluctuating supply and costs of raw materials could have a material adverse effect on our business.

Our business is heavily dependent on the availability and cost of raw materials, particularly strip steel (which has different market price determinants than raw steel) and resin. The availability and prices of raw materials may be subject to curtailment or change due to, among other things, new laws or regulations; suppliers’ allocations to other purchasers; interruptions in production by suppliers; changes in exchange rates; worldwide price levels; shortages in commodities (for example, oil and energy) on world and regional markets; and greater bargaining power of larger suppliers. Although we currently maintain alternative sources for the raw materials we use, price fluctuations (including in response to increasing mineral extraction costs) and periodic delays in the delivery of certain raw materials are possible. In the event there is significant price volatility or cost increases with respect to raw materials, we may not be able to maintain our gross margins by raising our product sale prices, or such price increases might become in our view economically unsupportable. If we choose to increase our prices, such increases could adversely affect our sales. Any material change in the supply or price of raw materials, especially strip steel and resin, could have a material adverse effect on our business, financial condition and results of operations.

44 Reliance on a limited base of suppliers of raw materials and components could result in disruption to our business. We rely on a limited number of suppliers, including single-source suppliers, for certain of our raw materials and product components (including steel and steel components and plastic and plastic components), as well as other necessary supplies and services. If we are unable to maintain supplier arrangements and relations or if we are unable to contract with suppliers at the quantity and quality levels needed for our business, we could experience disruptions in production. In addition, general or local economic conditions or other factors could lead to disruption or discontinuation of the operations of one or more of our suppliers, which could in turn lead to disruption in our production. Furthermore, suppliers could consolidate, leading to increased pricing power and higher costs for us. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Our liquidity could be adversely affected if trade credit terms with our suppliers or customers change to our disadvantage. Our liquidity could also be adversely impacted if our suppliers were to reduce normal trade credit terms as a result of any decline in our financial condition or for other reasons. Likewise, our liquidity could also be adversely impacted if our customers were to extend their normal payment terms, whether or not permitted under our contracts with such customers (for example, in the event of an insolvency of an important customer). If either of these situations occurred, we may need to rely on other sources of funding to bridge the additional gap between the time we pay our suppliers and the time we receive corresponding payments from our customers. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

We are subject to possible insolvency of financial counterparties. We engage in numerous financial transactions and contracts including insurance policies, letters of credit, credit line agreements and financial derivatives involving various counterparties. We are subject to the risk that one or more of these counterparties may become insolvent and therefore be unable to discharge its obligations under such contracts. The materialization of any of these risks could, alone or in combination, have a material adverse effect on our business, financial condition and results of operations.

The international nature of our business exposes us to a variety of economic, political, legal and other related risks. We have operations around the world and distribute our products in more than 80 countries. Some of our operations and sales take place in countries and regions with significantly less political or social stability than is generally found in Europe or the United States. Doing business in these countries and regions carries certain inherent risks. These include • diverse systems of law and regulation; • inconsistent, politicized or otherwise inequitable application or enforcement of laws or regulations; • unexpected or adverse changes in laws or regulations; adverse changes in tax laws or their application; • exchange controls or currency restrictions; • substantial fluctuation, devaluation or inflation of local currency, including hyperinflation; • business environments in which fraud, bribery or corruption are common, condoned or encouraged by private or official actors; • substantial tariffs, trade barriers, export duties or quotas; expropriation, nationalization or similar government interventions; • restrictions on our ability to repatriate cash from our subsidiaries; • restrictions on investment by foreign companies; • local content requirements; • divergent labor regulations or cultural expectations regarding employment; and • divergent expectations regarding professional conduct, business relationships, industrialization or international business generally.

45 We are also subject to certain risks as a result of our presence in places where political instability, labor unrest, or violence (including terrorist attacks or threats) is or has recently been a significant factor. Our operations in countries such as Russia, India and Thailand are subject to local conditions that at times fail to guarantee adequate legal protections for our operations or personal security to our personnel. Our operations in Juarez and Monterrey, Mexico are subject to risks resulting from recent increases in violence and political corruption, which could disrupt our operations or cause our employees to consider relocating to a safer environment elsewhere. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Our expansion strategy in emerging markets could fail. A significant portion of our medium- and long-term business plan involves expansion in emerging markets, including the dedication of significant resources to such expansion. There is no guarantee that our expansion in emerging markets generally or in any particular emerging market will prove successful. A number of factors, including political or economic underdevelopment, poor infrastructure, political instability, crime, difficulties with labor or community relations or other factors could make such expansion particularly difficult. If for any of these or other reasons our expansion strategy in emerging markets fails, it could have a material adverse effect on our business, financial condition and results of operations.

We might be unable to successfully integrate or achieve the expected benefits from current or future acquisitions. We have completed a number of significant acquisitions in the past and may continue to pursue selected acquisitions in the future. To the extent we are successful in making acquisitions, we may need to expend substantial amounts of cash, incur additional debt or assume loss-making divisions. Future acquisitions also involve a number of other risks, including unexpected losses of key employees of the acquired operations; extraordinary or unexpected legal, regulatory, contractual and other costs; difficulties in integrating the financial, technological and management standards, processes, procedures and controls of the acquired business with those of our existing operations; challenges in managing the increased scope, geographic diversity and complexity of our operations; mitigating contingent and/or assumed liabilities; the possible loss of customers and/or suppliers; and control issues in relation to acquisitions through joint ventures and other arrangements where we do not exercise sole control. We may not realize the anticipated cost savings, synergies, future earnings or other benefits that we intend to achieve from acquisitions. We cannot guarantee that any future acquisition will yield benefits that are sufficient to justify the expenses we have incurred or will incur in completing such acquisition. We could also take on additional risks as a result of acquisitions. Furthermore, any future acquisition might not be as successful as the acquisitions that we have completed in the past. Any of these developments, alone or in combination, could, through our being forced to write down goodwill related to such acquisitions or otherwise, have a material adverse effect on our business, financial condition and results of operations.

We cannot guarantee that our decentralized structure will not lead to incidents or developments that could damage our reputation, operations or financial condition. We have a decentralized management structure to enable our domestic and foreign managers to quickly and effectively respond to trends in their respective markets. Our domestic and foreign managers retain a certain amount of operational and decision-making flexibility, including the management of our sourcing, pricing and other sales decisions. Therefore, we cannot guarantee that our domestic and foreign managers will not take actions or experience problems that could, through damage to our reputation or otherwise, have a material adverse on our business, financial condition and results of operations.

Our administrative capabilities might be unable to keep pace with future expansion or to adequately adjust to the increased requirements we will face upon becoming a stock-exchange-listed company. Expansion is a significant component of our near- and long-term strategy. Expansion into new geographic markets will expose us to regulatory regimes with which we have no prior direct experience. In addition, expansion into new product areas could lead to our becoming subject to additional or different laws and regulations. Furthermore, the offering will result in our becoming a listed company on the Frankfurt Stock Exchange, and we will thus for the first time become subject to German public company legal and regulatory requirements, including requirements for ongoing public reporting. There is no guarantee that our controlling, accounting, legal or other corporate administrative functions will be capable of responding to these additional requirements without difficulties or inefficiencies that cause us to incur significant additional costs or expose us to legal, regulatory or civil costs or penalties. Any inability of our administrative functions to handle the additional demands placed on

46 our business by expansion or becoming a listed company could have a material adverse effect on our business, financial condition and results of operations.

We rely on the proper and efficient operation and functioning of our computer and data-processing systems. A large-scale information technology malfunction could disrupt our business or lead to disclosure of sensitive company information.

Our ability to keep our business operating depends on the proper and efficient operation and functioning of our computer, data-processing and telecommunications systems in the countries in which we have operations. Computer and data-processing systems are susceptible to malfunctions and interruptions (including those due to equipment damage, power outages, computer viruses and a range of other hardware, software and network problems). A significant or large-scale malfunction or interruption of one or more of our computer or data- processing systems could adversely affect our ability to keep our operations running efficiently, particularly in the country, region or functional area in which the malfunction occurs, and wider or sustained disruption to our business cannot be excluded. In addition, it is possible that a malfunction of our data system security measures could enable unauthorized persons to access sensitive business data, including information relating to our intellectual property or business strategy. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Our highly customized and diverse financial reporting software could be difficult to expand and expensive to replace.

Our Group uses financial reporting software that is highly customized and might not be compatible with other, more commonly used types of financial reporting software. Moreover, our global locations feature various kinds of ERP software. It might be difficult or impossible to extend this software in all instances to businesses that we acquire. Furthmore, a transition to other software could be more expensive and time consuming due to the high level of customization of our current software. If we experience difficulties with this software or with its application to newly acquired companies, or if we are faced with a particularly expensive transition to new software, we could incur costs that could have a material adverse on our business, financial condition and results of operations.

Labor unrest or work stoppages at our facilities or those of our principal customers could adversely affect the profitability of our business.

We must negotiate wages and salaries on terms that allow us to offer services at competitive prices. We could face strikes or other industrial action in the course of labor negotiations. Negative developments in labor relations could have an adverse effect on our business. A significant portion of our workforce is unionized or otherwise party to collective bargaining agreements. If a greater percentage of our work force becomes unionized, our labor costs could increase. In addition, our collective bargaining agreements are subject to renegotiation with the unions from time to time. However, labor unrest or work stoppages could affect operations regardless whether the workforce is unionized or subject to a collective bargaining arrangement. If a strike or other action by labor were to cause a work stoppage or other slowdown at one or more of our production facilities, we could experience a significant disruption of our operations and could have to pay penalties for late delivery of our products. Labor unrest or strikes associated with our operations could also damage our Group’s reputation with customers or in the market generally. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Due to our participation in a multi-employer pension plan, we could face exposure that extends beyond our obligations to our own employees.

We participate in, and make periodic contributions to, a multi-employer pension plan in the United States that covers certain of our employees in Pennsylvania. Multi-employer pension plans are managed by trustee boards comprised of participating employer and labor union representatives, and the employers participating in such a plan are jointly responsible for funding it. As of December 31, 2010, this multi-employer pension fund covers approximately 6,100 active vested and non-vested employee participants (including 210 employed by us) from a total of 160 companies. In the event that one or more contributing employers withdraws from this plan and cannot satisfy its obligations under the plan at the time of withdrawal, we would become proportionately liable, along with any other remaining contributing employers, for the underfunded portion of the plan’s vested benefits. In the event that we become liable for a significant underfunded portion of this plan, the costs we would be required to pay could have a material adverse effect on our business, financial condition and results of operations.

47 Loss of key executives or failure to attract qualified management, as well as the loss of qualified staff or failure to retain such staff, could limit our growth and negatively impact our operations. We depend heavily on our senior management team. The loss of any member of senior management or the inability to hire experienced management personnel could significantly harm our reputation and could negatively affect the management of our business. Furthermore, since we are striving to expand our business in a competitive market, it is important for us to attract and retain highly qualified employees for these operations, particularly in the areas of engineering and management. If we are unable to hire and retain qualified personnel in these key areas, it could adversely affect our business operations, our ability to offer innovative products and our reputation. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Changes in regulatory conditions for labor leasing could adversely affect the profitability of our business. We make significant use of leased workers, particularly in Europe. Labor leasing is a regulated activity and is currently the subject of political controversy. Changes in legal and regulatory conditions could significantly restrict use of labor leasing. For example, a draft law in Germany would, if passed, impose significant restrictions on labor leasing, particularly the use of leased workers for temporary work. Should such restrictions enter into force, we might need to reduce the scale of our operations or to hire additional own staff, with reduced flexibility in case of declining demand. Minimum wages could also rise, either due to changes in employment arrangements or due to changes in law, leading to higher employee costs. For example, the draft German law extends the scope of the “equal pay principle”, which generally provides that leased staff will have to be paid on equal terms with permanently hired staff. Such changes could lead to leased labor ceasing to be a financially viable or attractive option. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Changes in law or legal practice regarding the status of freelancers could have adverse effects on our business and our results of operations. We might be subject to changes in law, legal practice or labor disputes regarding the status of freelancers. Such developments might lead to a re-qualification of freelancers as employees. In such event, additional social security contributions or dues might be payable with respect to such employees, potentially also for the past. Moreover, freelancers might claim the difference between the remuneration they actually received (including benefits) and the remuneration they would have received as employees. Additionally, a company engaging freelancers who are re- qualified as employees may be subject to fines. Furthermore, statutory employment termination protection, as well as other employee rights would become applicable to such individuals. The re-qualification would likely result in an increase in the cost of labor. Any such re-qualification of freelancing relationships as employment relationships might therefore have an adverse effect on our business and our results of operations.

Agreements with unions or works councils could reduce the cost flexibility of our business. Our business relies upon flexibility, particularly when economic conditions are difficult and our economically viable output may decline. There are situations in which we must enter into agreements with unions or works councils under which we may incur certain obligations or agree to certain limitations or conditions for a limited period of time with respect to certain personnel, workplaces, departments or product lines. We are currently party to one such agreement in Germany. In addition, it is possible that employees could argue for implementing a European Works Council or similar arrangement that could cause us to incur higher costs in negotiating with employee representative bodies. Such agreements or arrangements could limit our ability to adjust workforce headcounts or to restructure our business in response to difficult economic conditions. Such reduced flexibility could have a material adverse effect on our business, financial condition and results of operations.

Workplace accidents or environmental damage could result in substantial remedial obligations and damage to our reputation. Accidents or other incidents that occur at our facilities or involve our personnel or operations could result in claims for damages against us. In addition, in the event we are found to be financially responsible, as a result of environmental or other laws or by court order, for environmental damages alleged to have been caused by us or occurring on our premises, we could be required to pay substantial monetary damages or expensive remedial obligations. The amount of any costs, including fines or damages payments, that we might incur under such circumstances could substantially exceed any insurance we have to cover such losses. Any of these developments,

48 alone or in combination, could have a material adverse effect on our business, financial condition and results of operations, and could adversely affect our reputation.

Our business is subject to operational risks for which we may not be adequately insured. We are exposed to risks, including, but not limited to, accidents, vandalism, environmental damage and other events that could potentially lead to the interruption of our business operations and to our incurring significant losses. There is no guarantee that our insurance policies will adequately cover all material risks we face. Some risks are not possible to insure, and for certain risks and in certain locations, insurance may not be available or may be available only at costs that are not economically viable. We cannot guarantee that one or more events will occur for which our Group is uncompensated or undercompensated by insurance, the resulting costs of which could, alone or in combination, have a material adverse effect on our business, financial condition and results of operations.

Changes in foreign exchange rates and interest rates could have material adverse effects on our financial results. Our hedging efforts might be unsuccessful. A portion of our assets, liabilities, sales, expenses and earnings are denominated in currencies other than euro, for example the U.S. dollar. We are exposed to the dollar not only through our business operations in the United States but also through our operations outside of the United States are conducted in U.S. dollars or currencies that are directly or indirectly linked to the U.S. dollar. Fluctuations in the values of these other currencies with respect to the euro have had and could continue to have a significant impact on our financial results expressed in euro. The foreign exchange hedge contracts that we use to manage this risk can address it only in part, and our financial results could be affected by foreign exchange fluctuations. We are also exposed to interest rate risk. Fluctuations in interest rates affect our interest expense on existing debt and our cost of new financing. Substantial interest rate increases could expose us to risk that our hedging gmeasures do not cover or cover inadetuately. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Our consolidated statement of financial position includes significant intangible assets, which could become impaired. We carry significant intangible assets on our consolidated statement of financial position. Intangible assets, including goodwill, represent a significant part of the total assets of our Group. At December 31, 2010, the carrying amount of intangible assets on our consolidated statement of financial position was A301.0 million, representing 52.0% of our total assets. This carrying amount includes A221.7 million in goodwill resulting from our acquisitions. This goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. We recorded an impairment of goodwill of A21.1 million with regard to our cash-generating units in the Americas in 2008. There is no guarantee that additional impairments will not occur, particularly in the event of a substantial deterioration of our future prospects or general economic conditions. A significant impairment of intangible assets could have a material adverse effect on our share price, financial condition and results of operations.

LEGAL AND REGULATORY RISKS We have business activities in multiple jurisdictions and are thus subject to a wide variety of laws and regulations that frequently change. We cannot guarantee that our compliance and risk management can ensure compliance with all existing laws and regulations. We are required to comply with a wide variety of laws and regulations in each of the many jurisdictions in which we do business. The laws and regulations with which we are required to comply vary significantly from jurisdiction to jurisdiction and include, but are not limited to, anti-bribery laws, restrictions on imports and exports, antitrust and anticompetition laws, and, following our admission to trading on the Frankfurt Stock Exchange, German public company reporting requirements. In addition, changes in laws and regulations in jurisdictions in which we currently do business, the growth in size or scope of our business, and entry into new markets can change the legal and regulatory environment in which we operate, making compliance with all applicable laws and regulations more challenging. Among other things, such legal and regulatory changes could affect our financial, accounting, controlling, sales, and research and development functions. Changes in laws and regulations in the future could have an adverse economic impact on us by tightening restrictions, reducing our freedom to do business, increasing our costs of doing business, or reducing our profitability. Failure to comply with applicable laws or regulations can lead to civil, administrative or criminal penalties, including but not limited to fines or the revocation of permits and licenses that may be necessary for our business activities. We could also be required to pay damages or civil judgments in respect of third-party claims,

49 including those relating to personal injury or property damage. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

We might be unable to anticipate and adequately plan for future changes in laws and regulations. Current regulatory trends, including emissions regulations, could change to our disadvantage. We cannot assure you that current legal and regulatory schedules will be followed going forward or that future legal and regulatory initiatives will have the timing or form we currently anticipate. If legal and regulatory trends from which our business benefits, especially trends in emissions regulations, are reversed or go forward only on a substantially delayed timeline, our business plan could suffer. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Adverse judgments or settlements in legal disputes, including product liability or warranty claims, could impose significant costs on us. We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business. Adverse judgments or settlements in some or all of these legal disputes may result in significant monetary damages or injunctive relief against us. Among other things, we could become subject to product liability or warranty claims in the event that the failure of any of our products results in personal injury or death or does not conform to our customers’ specifications. The size of such claims can be particularly large if a product failure occurs in the passenger vehicle, commercial vehicle and aerospace industries. In situations where fault is not immediately clear, litigation to determine the relative fault of original equipment manufacturers and the various component providers can be time consuming, complex and expensive. There is no guarantee that product liability claims, if made, would not exceed our current insurance coverage limits or that such insurance will continue to be available on commercially acceptable terms. In one instance, we have been named as a defendant in a wrongful death suit arising from a swimming pool filter separation, where the allegedly defective filter was manufactured by a third party (also named as a defendant in this case) that is currently in bankruptcy. The plaintiffs allege we manufactured and supplied the clamp used to secure the swimming pool filter lid. We could be held liable, in addition to any damages that might be assessed directly to us, for damages that might otherwise be payable by other defendants, to the extent any such defendant is unable to pay. The plaintiffs in this case are seeking damages of US$15,580,000. An adverse judgment or settlement in this case could require us to pay significant monetary damages if the damages exceed available insurance coverage. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to environmental laws and other government regulations which could result in material liabilities in the future. We are subject to domestic and foreign environmental laws and regulations governing our operations, including emissions into the air and water, and the use, handling, disposal and remediation of hazardous substances. We are also required to obtain permits from governmental authorities for certain operations. A risk of environmental liability is inherent in our current and former manufacturing activities. Under certain environmental laws, we could be held solely or jointly and severally responsible, regardless of fault, for the remediation of any hazardous substance contamination at our past and present facilities and could also be held liable for damages to natural resources and any consequences arising out of human exposure to such substances or other environmental damage. We may not have been and may not be at all times in complete compliance with environmental laws, regulations and permits, and the nature of our operations, and the history of industrial uses at some of our facilities, expose us to the risk of liabilities or claims with respect to environmental and worker health and safety matters. If we violate or fail to comply with environmental laws, regulations and permits, we could be subject to penalties, fines, restrictions on operations or other sanctions, and our operations could be interrupted. Moreover, there are a variety of laws and regulations in place or being considered at the international, federal, regional, state and local levels of government that restrict or, if enacted, would restrict the emission of carbon dioxide and other greenhouse gases. These legislative and regulatory developments may cause us to incur material costs if we are required to reduce or offset greenhouse gas emissions and may result in a material increase in our energy costs due to additional regulation of power generators. The cost of complying with current and future environmental, health and safety laws applicable to our operations, or the liabilities arising from past releases of, or exposure to, hazardous substances, may result in significant future expenditures. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

50 We must take significant measures to protect our intellectual property rights; these measures might be unsuccessful. We cannot assure you that we will develop sufficient new revenue streams to replace revenue streams that will diminish as our current intellectual property rights expire A substantial portion of our Group’s revenues and goodwill relate to products, processes and trade names protected by intellectual property rights, including patents, copyrights, trademarks, registered or industrial designs, and know-how. In order to protect these revenue streams and goodwill, our competitors must be effectively prohibited from usurping these rights and goodwill for the duration of the relevant intellectual property rights. There can be no guarantee that our rights will be sufficiently protected and as a result we could suffer infringements of our intellectual property rights. We are also subject to the risk that competitors will engage in unauthorized copying of our production and process know-how, resulting in our losing technology leadership and advantages. The risks of such unauthorized copying are present everywhere, but are especially high in certain markets outside Western Europe and the United States, including China, Russia and India. Such infringements and copyings of know-how, if they relate to a sufficiently critical, or a sufficient number of, rights, products or processes, could lead to significant losses of revenue or goodwill that could have a material adverse effect on our business, financial condition and results of operations. In addition, our Group’s existing intellectual property rights are not indefinite and will expire. There can be no guarantee that we will develop sufficient revenue streams protected by equivalent rights in the future to replace revenue streams as the relevant intellectual property rights lapse. We could also be blocked or “locked out” of potential future revenue streams if our competitors are able to patent certain innovations before we can do so. If we fail to develop sufficient revenue streams covered by adequately robust intellectual property rights, we could lose market share and revenues to competitors. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations. We face risks relating to the availability of tax deductions. The Company currently benefits from the escape clause exemption under the interest barrier rules pursuant to which the Company is allowed to fully deduct its interest expenses under the interest barrier rules provided that it is able to demonstrate a specific equity ratio each year. We cannot guarantee that tax authorities will not challenge the applicability of the escape clause exemption in future tax field audits. We might also be unable to fulfil the requirements for the escape clause for business years that have not yet been finally assessed or for future business years.

RISKS RELATED TO THE OFFERING AND OUR FINANCING AND SHAREHOLDER STRUCTURE The shares have not previously been publicly traded, and there is no guarantee that an active and liquid market for our shares will develop. Prior to the offering, there has been no public market for our shares. The issue price is being determined by way of the bookbuilding process. There is no guarantee that the issue price will correspond to the price at which the shares will be traded on the stock exchange after the offering or that, following the listing, liquid trading in our shares will develop and become established. Investors may not be in a position to sell their shares quickly or at the market price if there is no active trading in our shares. Our share price may fluctuate significantly, and investors could lose all or part of their investment. Following this offering, the price of our shares will be affected primarily by supply and demand for such shares, as well as other factors including, but not limited to, fluctuations in the actual or projected operating results, changes in projected earnings or failure to meet securities analysts’ earnings expectations, changes in trading volumes in our shares, changes in macroeconomic conditions, the activities of competitors and suppliers, changes in the market valuations of similar companies, changes in investor and analyst perception in our Company or our industry, changes in the statutory framework in which we operate and other factors, and can therefore be subject to substantial fluctuations. In addition, general market conditions and fluctuations of share prices and trading volumes generally, could lead to pricing pressures on our shares, even though there may not necessarily be a reason for this in our business or earnings outlook. The payment of future dividends will depend on our financial condition and results of operations, as well as on our operating subsidiaries’ distributions to us. Our general shareholders’ meeting will decide matters relating to the payment of future dividends. Such decisions are based on the particular situation of the Company at the time, including our earnings, our financial and investment needs, and the availability of distributable balance-sheet income or reserves (income or reserves reflected in our Consolidated Statement of Financial Position). Because the Company is a holding company that

51 conducts its operational business mainly through its subsidiaries, our ability to pay dividends depends directly on our operating subsidiaries’ distributions of earnings to the Company. The amount and timing of such distributions and repayments will depend on the laws of the operating companies’ respective jurisdictions and the terms of the relevant intercompany financing arrangements. Any of these factors, individually or in combination, could restrict the Company’s ability to pay dividends.

In addition, our debt financing arrangements contain or will contain covenants that place certain restrictions on our ability to pay dividends under certain circumstances. Pursuant to the New Facilities Agreement 45% of the net profit (as stated in the audited annual financial statements but adjusted to exclude the depreciation and amortization of the difference between the fair value of an asset (tangible or intangible) determined during a purchase price allocation resulting from an acquisition and the book value of such asset immediately prior to that acquisition) of the previous financial year can be distributed in the form of dividends or otherwise if for the testing period ending on the quarter date after the dividend distribution net debt cover (calculated in accordance with the terms of the New Facilities Agreement) would be more than 2.0:1 on a pro forma basis taking into account such distribution. 70% of the net profit (as stated in the audited annual financial statements but adjusted to exclude the depreciation and amortization of the difference between the fair value of an asset (tangible or intangible) determined during a purchase price allocation resulting from an acquisition and the book value of such asset immediately prior to that acquisition) of the previous financial year can be distributed if for the testing period ending on the quarter date after the dividend distribution net debt cover (calculated in accordance with the terms of the New Facilities Agreement) would be equal to or less than 2.0:1 on a pro forma basis taking into account such distribution. No restrictions shall apply for so long as the Company maintains an investment grade rating by at least two approved rating agencies (Fitch, S&P or Moody’s) and based on a pro forma look back test for the most recent test date (taking into account the payment of the proposed dividend) net debt cover (calculated in accordance with the terms of the New Facilities Agreement) is not more than 2.0:1

Future offerings of debt or equity securities by us may adversely affect the market price of the shares, and future capitalization measures could lead to substantial dilution of existing shareholders’ interests in the Company.

We may require additional capital in the future to finance our business operations and growth. In the future, we may seek to raise capital through offerings of debt securities (potentially including convertible debt securities) or additional equity securities. An issuance of additional equity securities or securities with a right to convert into equity, such as convertible debentures and option debentures, could potentially reduce the market price of the shares and would dilute the economic and voting rights of existing shareholders if made without granting subscription rights to existing shareholders. Because the timing and nature of any future offering would depend on market conditions at the time of such an offering, we cannot predict or estimate the amount, timing or nature of future offerings. In addition, the acquisition of other companies or investments in companies in exchange for newly issued shares of the Company, as well as the exercise of stock options by our employees in the context of possible future stock option programs or the issuance of shares to employees in the context of possible future employee stock participation programs, could lead to a dilution of the economic and voting rights of existing shareholders. Our shareholders thus bear the risk that such future offerings could reduce the market price of our shares and/or diluting their shareholdings.

Dividends will depend upon a variety of factors, including distributions to the Company by its operating subsidiaries.

Decisions about the distribution of future dividends are made by the Company’s general shareholders’ meeting, and depend upon, among other things, the Company’s results of operations, financing and investment requirements, as well as the availability of distributable retained earnings or distributable reserves. The Company is not generally obligated to pay dividends, and the Company’s general shareholders meeting may decide not to pay dividends. Because the Company itself does not perform any operating activities, its ability to pay dividends also depends directly on the profits distributed or transferred to it by its operating subsidiaries. Furthermore, there is no profit transfer agreement between the Company and any of its operating subsidiaries. In addition, our debt financing arrangements could prevent the Company from distributing dividends under certain circumstances as described in more detail in “Risk Factors—Risks related to the offering and our financing and shareholder structure—Our debt covenants impose restrictions on our business and our ability to pay dividends” and “—Our leverage and debt- service obligations could limit the amount of cash we have available, for example for acquisition financing and dividend payments, and a significant increase in our net indebtedness could result in changes in the terms on which credit is extended to us”. The payment of future dividends will depend on our financial condition and results of operations, as well as on our operating subsidiaries’ distributions to use” above. As a result, there can be no guarantee that the Company will in the future receive sufficient distributions from its subsidiaries to pay dividends.

52 Our debt covenants impose restrictions on our business and on our ability to pay dividends.

The various debt instruments, including the Mezzanine Facility Agreement and the Senior Facilities Agreement, to which we are a party, contain covenants that bind us and the New Facilities Agreement also contains such covenants. These covenants restrict or limit, among other things, our ability to incur additional indebtedness, invest in joint ventures, make acquisitions, create liens and other security, have our subsidiaries pay dividends or make other payments to us, to enter into profit and loss pooling and domination agreements entity, transfer or sell shares, engage in sale-and-leaseback transactions, merge or consolidate with other entities, and enter into other restucturing transactions with our affiliates (in each case subject to a number of important exceptions and qualifications). In addition, the Mezzanine Facility Agreement and, the Senior Facilities Agreement contain financial covenants that require us, among others, to maintain a maximum debt cover ratio, a minimum interest cover ratio, a minimum cash cover ratio and a maximum capital expenditure and the New Facilities Agreement contains financial covenants that require us to maintain, among others, a maximum net debt cover ratio, a minimum interest coverage ratio and a minimum equity ratio. If we breach any of these covenants with respect to any financing arrangement and are unable to cure the breach (to the extent the breach is capable of being cured) or to obtain a waiver from the lenders (to the extent the covenant is capable of being waived), we would be in default under the terms of such arrangement. A default under any financing arrangement could cause or permit lenders under the relevant financing arrangements to accelerate such financing arrangements, causing the amounts owed under those arrangements to become due. In the case of an acceleration of the Mezzanine Facility Agreement and/or the Senior Facilities Agreement and—after the termination and repayment of the Mezzanine Facility Agreement and the Senior Facilities Agreement and a utilization under the New Facilities Agreement—the New Facilities Agreement, there can be no assurance that our assets would be sufficient to repay that indebtedness in full and continue to make other payments we are obligated to make.

Our leverage and debt-service obligations could limit the amount of cash we have available, for example for acquisition financing and dividend payments, and a significant increase in our net indebtedness could result in changes in the terms on which credit is extended to us.

As of December 31, 2010, our total financial debt amounted to A374,544 thousand, our total equity amounted to A78,402 thousand and our total assets amounted to A578,783 thousand. We had EBITA for the 12 months ended December 31, 2010 of A64,885 thousand and net financial costs for the same period of A14,862 thousand. (EBITA is defined as operating profit plus impairment of intangibles and amortization.) To the extent that cash flow from operations is dedicated to the payment of principal and interest on our indebtedness, it reduces the amount of cash we have available for other purposes, including our working capital needs, capital expenditures, the exploitation of business opportunities and growth, future acquisitions and other general corporate needs, as well as dividends. Furthermore, a significant increase in our net indebtedness could result in changes in the terms on which banks and suppliers are willing to extend credit to us. Any of these events, if they occur, could increase our costs of financing, result in a possible significant impairment of goodwill, or cause us to become obligated to make early repayment on some or all of our indebtedness, either of which could have a material adverse effect on our business, financial condition and results of operations.

Following the offering, shareholders under common management or control will be in a position to exert substantial influence on the Company. The interests pursued by this shareholder group could differ from the interests of our other shareholders.

The 3i Funds will own approximately 30-40% of the issued and outstanding voting shares of the Company after completion of the offering. Due to this beneficial interest in the Company, the 3i Funds will be in a position to exert substantial influence on the general shareholders’ meeting and, consequently, on matters decided by the general shareholders’ meeting, including the appointment of the supervisory board, the distribution of dividends or any proposed capital measure. This concentration of share ownership could delay, postpone or prevent certain major corporate actions, including a change of control in the Company, and could thus deter mergers, consolidations, acquisitions or other forms of combination that might be advantageous for investors.

Furthermore, since the majorities at a general shareholders’ meeting are being determined based on the number of votes cast and not the total number of voting rights, a low attendance at general shareholders’ meetings can increase the funds’ influence. Even if the 3i Funds would not otherwise have sufficient votes to pass or block a shareholder resolution, they might, depending on the level of attendance of other shareholders at the Company’s general shareholders’ meeting, nonetheless have sufficient votes to block or pass measures at a particular general shareholders’ meeting without the concurrence of other shareholders. Under the above instances, the interests of the 3i Funds could deviate from the interests of our other shareholders.

53 Future sales of shares by our existing shareholder could depress the price of our shares. Following successful completion of this offering, the 3i Funds will continue to be our largest beneficial shareholder, with the 3i Funds collectively holding approximately 30-40% of our issued and outstanding voting shares following the offering (assuming full placement of shares and full exercise of the greenshoe option). If the 3i Funds or one or more other shareholders of the Company effect a sale or sales of a substantial number of shares in the stock market, or if the market believes that such sales might take place, the market price of our shares could decline.

54 GENERAL INFORMATION

CERTAIN DEFINED TERMS In this prospectus, unless the context otherwise requires, • “We,” “us,” “our”, “our Group”, “the Group” and “NORMA Group” refer to NORMA Group AG and its subsidiaries on a consolidated basis, and statements such as “we believe,” “we expect,” and “we estimate” refer to the beliefs, expectations and estimates of the board of directors of the Company and the management of the Company and its subsidiaries. • “Company” refers to NORMA Group AG, with its registered office at Edisonstrasse 4, 63477 Maintal, Germany, and registered with the commercial register maintained by the local court (Amtsgericht) of Hanau under number HRB 93582 (formerly named DNL 1. Beteiligungsgesellschaft mbH until December 20, 2010 and, from December 20, 2010 to March 14, 2011, NORMA Group GmbH). • “3i” refers to 3i Investments plc. • “3i Funds” refers to certain entities managed by or under common control with 3i, namely 3i Group Investments LP, 3i Pan European Buy-Outs 2004-06 LP, 3i Europartners IVa LP, 3i Europartners IVb LP, 3i Europartners IVc LP, 3i Europartners IVk LP, 3i Parallel Ventures LP, 3i Europartners III A LP, 3i Europartners III B LP, and 3i Nordic 2002 SA, in their respective capacities as shareholders of the Company. • “Berenberg” refers to Joh. Berenberg Gossler & Co. KG, Hamburg, Germany. • “Co-Lead Managers” refers to Berenberg and Macquarie. • “COMMERZBANK” refers to COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Germany. • “Deutsche Bank” refers to Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany. • “EC” refers to the European Community. • “EEA” refers to the European Economic Area. • “EU” refers to the European Union. • “euro” and “A” refer to the legal currency of the euro area countries of the economic and monetary union of the EU, including Germany and Luxembourg. • “FIMANE” refers to FIMANE Limited, Cyprus. • “GBP” refers to the British Pound, the legal currency of the United Kingdom. • “Goldman Sachs” refers to Goldman Sachs International, London, United Kingdom. • “Joint Global Coordinators” refers to COMMERZBANK, Deutsche Bank and Goldman Sachs. • “Macquarie” refers to Macquarie Capital (Europe) Limited, Frankfurt am Main, Germany. • “Management Board” refers to the management board (Vorstand) of the Company. • “Management Board Shareholders” refers collectively to certain members of the Management Board, namely Werner Deggim, Bernd Kleinhens, John Stephenson and Dr. Othmar Belker, in their respective individual capacities as shareholders of the Company. • “Other Individual Shareholders” refers collectively to certain persons who are not members of the Management Board or Supervisory Board, namely Craig Stinson, Scott T. Cassel, Jan Schultheiss, Michael E. Russell, Terry C. Graessle, Gregory A. Reppuhn and Ryhman Invest AB. in their respective individual capacities as shareholders of the Company. • “Paying Agent” refers to Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60311 Frankfurt am Main, Germany, in its role as paying agent in respect of the offering. • “Ryhman Invest” refers to Ryhman Invest AB, Sweden • “SEK” refers to Swedish Kronor, the legal currency of Sweden. • “Selling Shareholders” refers collectively to the 3i Funds, FIMANE, the Management Board Shareholders, the Supervisory Board Shareholder and the Other Individual Shareholders, in their respective capacities as the shareholders of the Company immediately prior to the offering.

55 • “Shareholder Loan Agreement” refers to the Shareholder Loan Agreement, dated as of March 17, 2006, as amended as of December 31, 2007, by and among NORMA Group Holding GmbH and certain of the 3i Funds. • “Supervisory Board” refers to the supervisory board (Aufsichtsrat) of the Company. • “Supervisory Board Shareholder” refers to Dr. Christoph Schug in his respective individual capacity as shareholder of the Company. • “Underwriters” refers jointly to the Joint Global Coordinators and the Co-Lead Managers. • “U.K.” and “United Kingdom” refer to the United Kingdom of Great Britain and Northern Ireland. • “U.S.” and “United States” refer to the United States of America. • “U.S. dollar” and “US$” refer to the legal currency of the United States. Other defined terms used throughout the prospectus are indicated in the text.

RESPONSIBILITY STATEMENT NORMA Group AG, Edisonstrasse 4, 63477 Maintal, Germany, along with COMMERZBANK Aktienge- sellschaft, Frankfurt am Main, Germany; Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany; Goldman Sachs International, London, United Kingdom; Joh. Berenberg Gossler & Co. KG, Hamburg, Germany; and Macquarie Capital (Europe) Limited, Frankfurt am Main, Germany, assume responsibility for the content of this prospectus pursuant to Section 5(4) of the German Securities Prospectus Act (Wertpapierprospektgesetz, “WpPG”) and declare that the information contained in this prospectus is, to the best of their knowledge, in accordance with the facts and that no material circumstances are omitted, and that they have taken all reasonable care to ensure that the information contained in this prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Notwithstanding Section 16 WpPG, neither the Company nor the Underwriters are required by law to update this prospectus.

PURPOSE OF THIS PROSPECTUS For the purposes of the public offering, this prospectus covers 19,781,078 registered shares of the Company, each such share with no par value and a notional value of A1.00 each in the share capital and full dividend rights from January 1, 2011, specifically: • 7,894,737 newly issued registered shares from a capital increase against contribution in cash to be resolved by the extraordinary shareholders’ meeting of the Company; • 9,306,200 existing registered shares from the holdings of the Selling Shareholders; and • 2,580,141 existing registered shares from the holdings of the Selling Shareholders to cover a potential overallotment. For the purposes of admission to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post- admission obligations (Prime Standard) of the Frankfurt Stock Exchange, this prospectus covers a total of up to 32,757,137 registered shares of the Company comprising: • up to 7,894,737 newly issued registered shares; and • 24,862,400 existing registered shares, each such share with no par value and a notional value of A1.00 in the share capital and full dividend rights as of January 1, 2011.

FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts and events. This applies, in particular, to statements in this prospectus containing information on future earning capacity, plans and expectations regarding the business of NORMA Group, its growth and profitability, and general economic conditions to which it is exposed. Statements made using wording such as “should”, “is likely”, “will”, “believes”, “proceeding on the premise”, “expects”, “assumes”, “estimates”, “intends”, “is of the opinion”, “to our knowledge”, “in our estimation” or similar wording are forward-looking statements. Forward-looking statements in this prospectus are based on estimates and assessments made to the best

56 of the Company’s present knowledge. These forward-looking statements are based on assumptions, uncertainties and other factors, the occurrence or non-occurrence of which could cause our actual results, including the financial condition and profitability of our Group, to differ materially from or fail to meet the expectations expressed or implied in the forward-looking statements. In light of the uncertainties and assumptions, it is also possible that the future events mentioned in this prospectus might not occur. In addition, the forward-looking estimates and forecasts included in this prospectus from third-party reports could prove to be inaccurate. See “—Sources of Market Data.” Actual results, performance or events may differ materially from those in such statements due to, without limitation, • Changes in general economic conditions, in particular economic conditions in our core markets; • Changes in the markets in which we operate; • Changes affecting interest rate levels; • Changes affecting currency exchange rates; • Changes in competition levels; • Changes in laws and regulations; • Occurrence of accidents, environmental damages or systemic delivery failures; or • Our ability to achieve operational synergies from past or future acquisitions. Moreover, it should be noted that neither the Company nor any of the Underwriters assumes any obligation, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments. See “Risk Factors” for further description of factors that could influence our forward- looking statements.

SOURCES OF MARKET DATA Certain information provided in this prospectus on the market environment, developments, growth rates, trends and competitive situation in the markets and market segments in which we operate is taken from (or, as and where indicated, consists of management estimates based in part on) publicly available sources and third-party sources, including, without limitation the following third-party sources for joining technology market data: • Consensus Economics, “Energy & Metals Consensus Forecast»”, January 2011 • DieselNet, www.dieselnet.com/standards, February 2011 • Economist Intelligence Unit, “Industrial Production” (% change p.a.—Code DIPI), for 2010-2015) • Euromonitor International, “Market Sizes—Historic/Forecast—Retail Volume: Dishwashers and Home Laundry Appliances for 2010-2015”, February 2011 • The Freedonia Group, “World Industrial Fasteners”, September 2008 • International Monetary Fund, “World Economic Outlook Database” (gross domestic product for 2010-2015), January/February 2011 • IHS Global Insight, worldwide production data for passenger vehicles and light/heavy commercial vehicles for 2010 and 2015, December 2010 • IHS Global Insight, “Construction Outlook for World” (office, commercial, institutional) for 2010-2015, February 2011 • Kunststoff Information, “Polymerpreise—Preise Standard-Thermoplaste in EUR/t”, December 2010/Janu- ary 2011 • Off-Highway Research, “Global Sales by Region, 2010-2014”, February 2011 • Plastics Europe Market Research Group, “Business Data and Charts 2009”, November 2009 • Power Systems Research, “Agriculture Report from Enginlink, H 25kW for 2010-2015”, February 2011 • Power Systems Research, “Industrial, Lawn and Garden, Marine and Power Engines H 10kW” for 2010-2015 The information from third-party sources that is cited here has been reproduced accurately. As far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

57 To the extent not otherwise indicated, the information contained in this prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which we operate is based on our own assessments. These assessments, in turn, are based in part on our own observations of the market, as well as market research conducted with the assistance of consultants. We have not independently verified the market data and other information on which third parties have based their studies or the external sources on which our own estimates are based. Therefore, we assume no responsibility for the accuracy of the information on the market environment, market developments, growth rates, market trends and competition in the markets presented in this prospectus from third-party studies or the accuracy of the information on which our own estimates are based.

STATEMENT ON NON-GAAP DISCLOSURES Certain financial data presented in this prospectus involves disclosures of measures not recognized as financial measures under U.S. GAAP or IFRS as adopted by the EU (including but not limited to EBITA, Adjusted EBITA, EBITDA and Adjusted EBITDA). While such figures are presented on the basis that some investors may find them helpful in assessing our performance, these figures are not recognized as financial measures under IFRS and should not be considered as substitutes for data from our statement of financial position, income statement or cash flow, as determined in accordance with IFRS, or as a measures of profitability or liquidity. Such measures do not necessarily indicate the sufficiency of cash flows or availability of cash to meet cash requirements, nor are they necessarily indicative of our historical or future operating results. Because not all companies define these measures in the same way, our presentation of them is not necessarily comparable to similarly-titled measures used by other companies.

DOCUMENTS AVAILABLE FOR INSPECTION For the period during which this prospectus remains valid, hard copies of the following documents are available for inspection during regular business hours at the Company’s offices at Edisonstrasse 4, 63477 Maintal, Germany: • the Company’s articles of association; • the Company’s audited consolidated financial statements in accordance with IFRS for the fiscal year ended December 31, 2010; • the Company’s audited consolidated financial statements in accordance with IFRS for the fiscal year ended December 31, 2009; • the Company’s audited consolidated financial statements in accordance with HGB for the fiscal year ended December 31, 2008; and • the Company’s audited unconsolidated financial statements in accordance with HGB for the fiscal year ended December 31, 2010. All future annual and interim consolidated financial statements of the Company will be available from the Company and the paying agent designated in this prospectus. See “General information on the Company and our Group—Announcements, Paying Agent”. Future annual reports of the Company will also be announced in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger).

58 THE OFFERING

SUBJECT MATTER OF THE OFFERING This offering consists of 19,781,078 registered shares of the Company with no par value, each such share with a notional value of A1.00 and with full dividend rights as of January 1, 2011, consisting of: • 7,894,737 newly issued registered shares from a capital increase against contribution in cash to be resolved by the extraordinary shareholders’ meeting of the Company; • 9,306,200 existing registered shares from the holdings of the Selling Shareholders; and • 2,580,141 existing registered shares from the holdings of the Selling Shareholders to cover a potential overallotment. In addition, the Selling Shareholders will grant the Joint Global Coordinators an option (the “Greenshoe Option”), exercisable for 30 calendar days following the date on which the shares commence trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange, to purchase up to 2,580,141 additional existing registered shares of the Company from the holdings of the Selling Shareholders for the account of the Underwriters at the offer price, less the underwriting discount, solely to cover overallotments, if any, in connection with the offering. This offering consists of initial public offerings in the Federal Republic of Germany and the Grand Duchy of Luxembourg and private placements in certain jurisdictions outside the Federal Republic of Germany and the Grand Duchy of Luxembourg. In the United States, the shares will be offered for sale to qualified institutional buyers as defined in and in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Outside the United States, the shares will be offered in reliance on Regulation S under the Securities Act (“Regulation S”). The capital increase expected to be resolved by an extraordinary general shareholders’ meeting of the Company expected to be held on or about April 6, 2011 would result in a capital increase of the Company’s share capital of up to A7,894,737. Assuming this capital increase is resolved by the general shareholders meeting of the Company in the maximum amount and registered with the commercial register of the Company, the share capital of the Company will constitute A32,757,137. Immediately prior to the offering, all of the Company’s share capital was held by the Selling Shareholders (see “Principal and Selling Shareholders”). Following completion of the offering and assuming full placement of the offered shares and full exercise of the Greenshoe Option, the Selling Shareholders will hold approximately 40% of the Company’s share capital. The Selling Shareholders will receive consideration for the sale of their shares (after deduction of fees and commissions). The Company will receive the proceeds from the sale of the newly issued shares (after deduction of fees and commissions), but will not receive any of the proceeds from the sale of the existing registered shares.

SELLING SHAREHOLDERS Prior to completion of the offering, 100% of the share capital of the Company is held by the Selling Shareholders collectively. For a full list of the Selling Shareholders and their respective shareholdings in the Company before and after the offering, see “Principal and Selling Shareholders”. The Selling Shareholders intend to sell up to 9,306,200 shares in the offering, substantially pro rata in accordance with their respective pre-offering shareholdings in the Company. In addition, an option will be granted to the Joint Global Coordinators (for the account of the Underwriters) to acquire up to 2,580,141 further shares from the Selling Shareholders in connection with possible overallotments. See “—Stabilization Measures, Over- allotments and Greenshoe Option”. Following completion of the offering and assuming full placement of the offered shares and full exercise of the Greenshoe Option, the Selling Shareholders will hold approximately 40% of the Company’s share capital. The Selling Shareholders will receive consideration for the sale of their shares (after deduction of fees and commissions).

PRICE RANGE,OFFER PERIOD,OFFER PRICE AND ALLOTMENT The price range within which offers to purchase may be submitted is between A19.00 and A24.00 per share. This offering will commence on March 28, 2011 and end on April 7, 2011 (i) at 12:00 (Central European Summer Time) for retail investors and (ii) at 16:00 (Central European Summer Time) for institutional investors.

59 The Company and the Selling Shareholders reserve the right, in agreement with the Joint Global Coordinators, to reduce or increase the number of shares offered, to reduce or increase the upper/lower limits of the price range and/or to extend or curtail the offer period. If any such changes are made, a supplement to this prospectus would be published containing information relating to such changes. The Company and the Selling Shareholders may increase the total number of shares offered in this offering in agreement with the Joint Global Coordinators up to a maximum of the total number of shares for which the application for admission to the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange is being filed in accordance with this prospectus (including, if applicable, any supplement to this prospectus). If the option to change the terms of the offering is exercised, the change will be announced through electronic media such as Reuters or Bloomberg, on the Company’s website (www.normagroup.com) and published, if required pursuant to the German Securities Trading Act (Wertpapier- handelsgesetz, “WpHG”) and/or to the WpPG, as an ad-hoc notice and as a supplement to this prospectus. Investors who have submitted purchase orders will not, however, be informed individually. Changes to the number of shares offered or the price range or extension or curtailment of the offer period will not invalidate purchase orders already submitted. Under the WpPG, investors who have submitted a purchase order before a supplement is published are granted a period of two business days from publication of the supplement to withdraw their orders. As an alternative to cancellation, investors who have submitted purchase orders before publication of the supplement may, within two days of publication of the supplement, change such orders or submit new limited or unlimited orders. For cases where the offering is terminated prematurely as a result of a withdrawal by the Underwriters from the Underwriting Agreement, see “Underwriting—Termination/Indemnification”. Once the offer period has expired, the final number of shares to be placed and the offer price will be determined by the Company and the Selling Shareholders in agreement with the Joint Global Coordinators using the order book prepared during the bookbuilding process; it is anticipated that this will take place on or about April 7, 2011. The price will be set on the basis of the purchase orders submitted by investors during the offer period that have been collated in the order book. These orders will be evaluated according to the prices offered and the investment horizons of the respective investors. This method of setting the number of shares that will be placed at the offer price is aimed at maximizing proceeds. Consideration will also be given to whether the offer price and the number of shares to be placed allow for the reasonable expectation that the share price will demonstrate steady performance in the secondary market given the demand for the Company’s shares noted in the order book. Attention will be paid not only to the prices offered by investors and the number of investors wanting shares at a particular price, but rather also to the composition of the group of shareholders in the Company that would result at a given price, and expected investor behavior. For further information regarding allotment criteria see “—Allotment Criteria”. Investors are free to withdraw their offers to purchase until the end of the offer period. After the offer price has been set, shares will be allotted to investors on the basis of the offers to purchase then available. The offer price is expected to be published on or about April 7, 2011, by means of an ad hoc announcement on an electronic information system and our website. Investors who have placed offers to purchase with one of the Underwriters can obtain information from that Underwriter about the offer price and the number of shares allotted to them presumably on April 7, 2011. Book-entry delivery of the allotted shares against payment of the offer price is expected to occur on April 12, 2011. Should the placement volume prove insufficient to satisfy all orders placed at the offer price, the Underwriters reserve the right to reject orders, or to accept them in part only. Multiple subscriptions are admitted. However, the Underwriters reserve the right to not execute all orders in cases of multiple subscriptions.

CURRENCY OF THE SECURITIES ISSUE The currency of the securities issue is euro (A).

60 EXPECTED TIMETABLE FOR THE OFFERING We anticipate the following timetable for the offering, which is subject to extension or shortening. March 25, 2011 Approval of the prospectus by the German Financial Supervisory Authority (Bundesanstalt fu¨r Finanzdienstleistungsaufsicht,“BaFin”) Notification of the approval of the prospectus to the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier (CSSF)) Publication of the approved prospectus on the website of the Company March 28, 2011 Commencement of marketing (road show) Commencement of the offer period April 7, 2011 Close of the offer period for retail investors (natural persons) at 12:00 (Central European Summer Time) and for institutional investors at 16:00 (Central European Summer Time) Determination of the offer price and allotment; publication of the offer price and the final amount of the shares offered as an ad hoc announcement through an electronic information system and on the website of the Company (www.normagroup.com) Listing approval issued by the Frankfurt Stock Exchange (Frankfurter Wertpapierbo¨rse) Publication of the listing approval issued by the Frankfurt Stock Exchange April 8, 2011 First day of trading April 12, 2011 Book-entry delivery of the shares against payment of the offer price The prospectus will be published on the Company’s website at www.normagroup.com. In addition, copies of the printed prospectus will also be available free of charge during regular business hours at our office at Edisonstrasse 4, 63477 Maintal, Germany, and will be available shortly after publication at COMMERZBANK Aktiengesellschaft, Kaiserstrasse 16 (Kaiserplatz), 60311, Frankfurt am Main, Germany, at Deutsche Bank Aktiengesellschaft, Grosse Gallusstrasse 10-14, 60311 Frankfurt am Main, Germany, and at Goldman Sachs International, Friedrich-Ebert-Anlage 49, 60308 Frankfurt am Main, Germany.

INFORMATION ON THE SHARES Voting rights Each share carries one vote at the Company’s shareholders’ meetings. There are no restrictions on voting rights.

Dividend and liquidation rights The shares that are the subject of the offering carry full dividend rights as of January 1, 2011. In the event of a liquidation, any proceeds would be distributed to the holders of these shares in proportion to their interest in the Company’s share capital.

Form and representation of the shares The current articles of association of the Company provide for all shares in the Company to be issued as registered shares. The Company’s share capital is certificated in one or more global share certificates without dividend coupons deposited with Clearstream Banking AG, Frankfurt am Main, Germany. Any right of shareholders to certification of their shares is excluded to the extent permitted by law and that certification is not required under the rules of the Frankfurt Stock Exchange on which the share is admitted to trading. The company is entitled to issue share certificates embodying individual shares (individual certificate) or several shares (consolidated certificates). The form and content of certificates over shares, profit-sharing certificates, renewal certificates, bonds and interest coupons is determined by the management board of the Company (the “Management Board”) with the consent of the supervisory board of the Company (the “Supervisory Board”). The relevant certificates are signed by the Management Board alone.

Delivery and settlement Delivery of the shares against payment of the offer price is expected to take place on April 12, 2011. The shares will be made available to shareholders as co-ownership interests in the relevant global certificates. At their discretion, investors, may choose to have shares they acquire in the offering credited to the custody account of a bank held for their account at Clearstream Banking AG, Mergenthalerallee 61, 65760 Eschborn,

61 Germany, or to the securities account of a participant in Euroclear Bank S.A./N.V.,1, Boulevard Roi Albert II, 1120 Brussels, Belgium, as the operator of the Euroclear system, or to Clearstream Banking S.A., 42 Avenue JF Kennedy, 1855 Luxembourg, Luxembourg.

ISIN, WKN, common code and ticker symbol International Securities Identification Number (ISIN) DE000A1H8BV3 German Securities Code (Wertpapierkennnummer—WKN) A1H8BV Common Code 060704333 Trading Symbol NOEJ

TRANSFERABILITY OF THE SHARES The shares will be freely transferable at the time of delivery to investors subscribing under this offering. With the exception of the limitations specified in the section headed “—Market Protection Agreement, Limitations on Disposal (Lock-up)” there are no restrictions on transferability or lock-ups affecting the shares of the Company.

ALLOTMENT CRITERIA The allotment of shares to private investors and institutional investors will be decided after agreement with the Joint Global Coordinators. The ultimate decision rests with the Selling Shareholders and the Company. Allotments will be made on the basis of the quality of the individual investors and individual orders and other important allotment criteria to be determined after agreement with the Joint Global Coordinators. The allocation to retail investors will be compatible with the “Principles for the Allotment of Share Issues to Private Investors” published by the Commission on Stock Exchange Experts (Bo¨rsensachversta¨ndigenkommission). “Qualified investors” under the WpPG, as well as “professional clients” and “suitable counterparties” under the WpHG are not viewed as “private investors” within the meaning of the allocation rules.

STABILIZATION MEASURES,OVERALLOTMENTS AND GREENSHOE OPTION In connection with the placement of the shares offered, Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany, or persons acting on its behalf, may, as stabilization manager and acting in accordance with legal requirements (Section 20a (3) of the WpHG in conjunction with EU Commission Regulation 2273/2003 of December 22, 2003), make overallotments and take stabilization measures to support the market price of the shares of the Company and thereby counteract any selling pressure. The stabilization manager is under no obligation to take any stabilization measures. No assurance can therefore be provided that any stabilization measures will be taken. Where stabilization measures are taken, these may be terminated at any time without notice. Such measures may be taken from the date the shares of the Company are listed on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange and must be terminated no later than the thirtieth calendar day after this date (the “Stabilization Period”). These measures may result in the market price for shares of the Company being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level. Under the possible stabilization measures, investors may, in addition to the Company shares being offered, be allocated up to 2,580,141 additional shares in the Company as part of the allocation of the shares to be placed. Within the scope of a possible overallotment, Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany, will be provided for the account of the Underwriters in the form of a securities loan with up to 2,580,141 shares of the Selling Shareholders; this number of shares will not exceed 15% of the number of shares offered excluding any overallotment. In addition, the Selling Shareholders, under the Greenshoe Option, have granted the Underwriters an option to acquire the loaned shares at the offer price less the agreed commission. This option will terminate 30 calendar days after commencement of the stock exchange trading of the shares. Once the stabilization period has ended, an announcement will be made within one week in various media distributed across the entire European Economic Area (“EEA”) as to whether stabilization measures were taken, when price stabilization started and finished, and the price range within which stabilization was taken; the latter will be made known for each occasion on which price stabilization measures were taken. Exercise of the Greenshoe Option, the timing of exercise and the number and type of shares concerned will also be announced promptly in the manner stated.

62 MARKET PROTECTION AGREEMENT,LIMITATIONS ON DISPOSAL (LOCK-UP) The Company will, in the Underwriting Agreement, commit to an obligation vis-à-vis the Underwriters in accordance with the relevant provisions of German securities law, that it will not, nor will it agree to, without the prior consent of the Joint Global Coordinators, within a period of 180 days following the first day of trading of the shares of the Company: (a) announce or effect an increase of the share capital of the Company out of authorized capital; (b) submit a proposal for a capital increase to any meeting of the shareholders for resolution; (c) announce to issue, effect or submit a proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; (d) enter into any swap or other agreement that transfers in whole or in part any of the economic consequences of the ownership of the shares of the Company; (e) sell, distribute, transfer, pledge or otherwise dispose of any of the shares (or the economic ownership in such shares) or other securities of the Company; or (f) enter into a transaction or perform any action economically similar to those described in (a) through (e) above. The foregoing does not apply to issuances or sales of shares or other securities as part of management participation plans of the Company or its affiliates, nor to any corporate actions undertaken for purposes of entering into joint ventures or acquiring companies, provided the respective counterparty agrees to be bound by the same lock-up restrictions vis-à-vis the Joint Global Coordinators that apply to the Selling Shareholders. The Management Board Shareholders will, in the Underwriting Agreement, commit to an obligation vis-à-vis the Underwriters in accordance with the relevant provisions of German securities law, that none of them will, nor will any of them agree to, without the prior consent of the Joint Global Coordinators, within a period of 360 days following the first day of trading of the shares of the Company: (a) offer, pledge, allot, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company or any other securities of the Company, including securities convertible into or exercisable or exchangeable for shares of the Company; (b) make any demand for, or exercise any right with respect to, the registration under U.S. securities laws of any shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company; (c) propose any increase in the share capital of the Company, vote in favor of such a proposed increase or otherwise support any proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; or (d) enter into a transaction or perform any action economically similar to those described in (a) through (c) above, in particular enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares of the Company, whether any such transaction is to be settled by delivery of shares of the Company or such other securities of the Company, in cash or otherwise. Each of the 3i Funds, FIMANE and Dr. Christoph Schug will, in the Underwriting Agreement, commit to an obligation vis-à-vis the Underwriters that none of them will, nor will any of them agree to, without the prior consent of the Joint Global Coordinators, within a period of 180 days following the first day of trading of the shares of the Company: (a) offer, pledge, allot, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company or any other securities of the Company, including securities convertible into or exercisable or exchangeable for shares of the Company; (b) make any demand for, or exercise any right with respect to, the registration under U.S. securities laws of any shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company;

63 (c) propose any increase in the share capital of the Company, vote in favor of such a proposed increase or otherwise support any proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; or (d) enter into a transaction or perform any action economically similar to those described in (a) through (c) above, in particular enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of Shares of the Company, whether any such transaction is to be settled by delivery of shares of the Company or such other securities, in cash or otherwise. The foregoing lock-up restrictions do not apply to transactions between the Selling Shareholders and third parties who agree to be bound by the restrictions. The Selling Shareholders who are subject to lock-up restrictions may engage in transactions to reduce their respective shareholdings in the Company after the expiration of the applicable lock-up period. The Other Individual Shareholders are not subject to any lock-up restrictions.

ADMISSION TO THE FRANKFURT STOCK EXCHANGE AND COMMENCEMENT OF TRADING The Company expects to apply on March 28, 2011 for admission of its shares to trading in the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange and, simultaneously, in the sub-segment thereof with additional post-admission obligations (Prime Standard). An admission decision is expected to be announced on April 7, 2011. The decision on the admission of the Company’s shares for trading will be made solely in the discretion of the Frankfurt Stock Exchange. Currently, trading on the Frankfurt Stock Exchange is expected to commence on April 8, 2011.

DESIGNATED SPONSORS Each of the Joint Global Coordinators has agreed to assume the function of a designated sponsor of the shares traded on the Frankfurt Stock Exchange for a period of at least two years, and each of them is entitled to designate an appropriately admitted third party to perform its functions. Pursuant to the designated sponsor agreement expected to be concluded among the Joint Global Coordinators and the Company, each of the Joint Global Coordinators will, among other things, place limited buy and sell orders for shares in the electronic trading system of the Frankfurt Stock Exchange during regular trading hours, each receiving a commission at standard markets conditions. This is intended to achieve greater liquidity in the market for the shares.

INTERESTS OF THE PARTIES PARTICIPATING IN THE OFFERING The Selling Shareholders will receive the proceeds of the existing shares sold in the offering. For a full list of the Selling Shareholders and their respective shareholdings in the Company before and after the offering, see “Principal and Selling Shareholders”. Assuming full placement of all shares at the low-point of the price range and full exercise of the Greenshoe Option, and after deducting fees and expenses to be paid by the Selling Shareholders in a total amount of A12.3 million in connection with the offering, the proceeds to the Selling Shareholders from the offering would amount to approximately A213.5 million, or 61.5% of the total net proceeds of the offering (including the total net proceeds of the primary shares of A133.8 million). See “Reasons for the Offering and Use of Proceeds”. Of these net proceeds to the Selling Shareholders, approximately A156.1 million would accrue to the benefit of the 3i Funds; approximately A35.7 million would accrue to the benefit of FIMANE; approximately A10.9 million would accrue to the benefit of the Management Board Shareholders; approximately A1.1 million would accrue to the benefit of the Supervisory Board Shareholders; and approximately A9.7 million would accrue to the benefit of the Other Individual Shareholders. The Underwriters may provide services to the Company in the ordinary course of business and have regular business dealings with the Company in their capacity as financial institutions. In particular, the Underwriters have the following interests in the offering: COMMERZBANK is party to the Senior Facilities Agreement, the Mezzanine Facility Agreement, and the Intercreditor Agreement. The Company’s outstanding indebtedness under the Senior Facilities Agreement and the Mezzanine Facility Agreement is scheduled to be partially repaid out of the proceeds of the offering. See “Reasons for the Offering and Use of Proceeds”. In addition, COMMERZBANK is expected to be party to the New Facilities Agreement which will be used to refinance the aforementioned financing agreements of the Company. See Business — Material Contracts — New Facilities Agreement”.

64 REASONS FOR THE OFFERING AND USE OF PROCEEDS Costs of the Company related to the offering and admission to trading of the shares are expected to total approximately A16.2 million, including fees of the Underwriters and expenses of the Joint Global Coordinators of up to A5.4 million (assuming (i) an offer price at the low point of the price range; (ii) payment in full on the discretionary fee of up to 1.25% of the aggregate gross offering proceeds; and (iii) excluding tax effects), and estimated other expenses of A10.8 million. The Company will pay that portion of the fees of the Underwriters and the expenses of the Joint Global Coordinators associated with the offer and sale of the newly issued shares. The fees of the Underwriters include all fees payable to the Underwriters in respect of the offering; there is no separate “placing commission”. The Company estimates that the total fees payable to the Underwriters and expenses payable to the Joint Global Coordinators will be A5.4 million. The Selling Shareholders will pay that portion of the costs, including fees payable to the Underwriters and expenses payable to the Joint Global Coordinators, associated with the offer and sale of the existing shares. The Company will pay all costs associated with the admission of the shares to trading on the Frankfurt Stock Exchange. The Company will receive only the proceeds of the offering resulting from the sale of newly issued shares. The Company will not receive any proceeds from the sale of existing shares from the holdings of the Selling Shareholders. We estimate that at the low end of the price range, net proceeds to the Company would amount to approximately A133.8 million.(1) The Company intends to use • approximately A11.9 million of its portion of the net proceeds of the offering to fully repay the shareholder loan (including accrued interest) granted by the 3i Funds, see “Business—Material Contracts—Shareholder Loan Agreement”; • approximately A53.5 million of its portion of the net proceeds of the offering to pay back its indebtedness under the Mezzanine Facility Agreement in its entirety, see “Business—Material Contracts—Mezzanine Facility Agreement”; • assuming an offer price at the low point of the price range, any of the Company’s portion of the net proceeds of the offering remaining after repayment of the Mezzanine Facility Agreement and the shareholder loan, up to an amount of approximately A68.4 million, together with the new facilities under the New Facilities Agreement (see “Business—Material Contracts—New Facilities Agreement”), (i) to pay back its indebtedness under the Senior Facilities Agreement, the Revolving Facility and the estimated costs of the refinancing (see “Business—Material Contracts—Senior Facilities Agreement”), (ii) to repay the vendor loan granted by the former shareholders of R.G. Ray, (iii) to cancel an interest rate swap related to the existing financing structure, as well as (iv) for general corporate purposes and to strengthen the Company’s financial flexibility. We estimate that at the low end, mid-point and high end of the price range (assuming (i) full placement of shares, (ii) full exercise of the greenshoe option, and (iii) full deduction of all fees and expenses to be paid by the Selling Shareholders in connection with the offering), net proceeds to the Selling Shareholders would amount to approximately A213.5 million, A242.2 million and A270.9 million, respectively.

(1) Depending on the share price and the number of shares placed in the offering, both the absolute amounts and the relative sizes of the proceeds to the Company and the proceeds to the Selling Shareholders can vary.

65 DIVIDEND POLICY

GENERAL PROVISIONS RELATING TO PROFIT ALLOCATION AND DIVIDEND PAYMENTS The shareholders’ share of profits is determined based on their respective interests in the Company’s share capital. In a German stock corporation (Aktiengesellschaft), resolutions concerning the distribution of dividends for a given fiscal year, and the amount and payment date thereof, are adopted by the general shareholders’ meeting (Hauptversammlung) of the subsequent fiscal year upon a joint proposal by the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat). Dividends may only be distributed from the distributable profit of the Company. The distributable profit is calculated based on the Company’s annual unconsolidated financial statements prepared in accordance with the accounting principles of HGB. Accounting regulations under HGB differ from IFRS in material respects. When determining the amount available for distribution, net income for the year must be adjusted for profit and loss carryforwards from the prior year and release of or allocations to reserves. Certain reserves are required to be set up by law and must be deducted when calculating the profit available for distribution. The management board must prepare the financial statements (statement of financial position, income statement and notes to the financial statements) and the management report for the previous fiscal year by the statutory deadline, and present these to the auditors and then the supervisory board after preparation. At the same time, the management board and supervisory board must present a proposal for the allocation of the Company’s distributable profit pursuant to Section 170 of the German Stock Corporation Act (Aktiengesetz,“AktG”). According to Section 171 AktG, the supervisory board must review the financial statements, the management board’s management report and the proposal for the allocation of the distributable profit, and report to the general shareholders’ meeting in writing on the results. The supervisory board must submit its report to the management board within one month after the documents were received. If the supervisory board approves the financial statements after its review, these are deemed adopted unless the management board and supervisory board resolve to assign adoption of the financial statements to the general shareholders’ meeting. If the management board and supervisory board choose to allow the general shareholders’ meeting to adopt the financial statements, or if the supervisory board does not approve the financial statements, the management board must convene a general shareholders’ meeting without delay. The general shareholders meeting’s resolution on the allocation of the distributable profit must be passed with a simple majority of votes cast. If the management board and supervisory board adopt the financial statements, they can, in principle, allocate an amount of up to half of the Company’s net income for the year to other surplus reserves. Pursuant to Section 21 of the Company’s articles of association, the Management Board and Supervisory Board are furthermore permitted to allocate up to 100% of the profit for the year to other surplus reserves to the extent that other surplus reserves do not and would subsequently not exceed half of the share capital. Additions to the legal reserves and loss carryforwards must be deducted in advance when calculating the amount of net income for the year to be allocated to other surplus reserves. Dividends resolved by the general shareholders’ meeting are paid annually shortly after the general shareholders’ meeting, as provided in the dividend resolution, in compliance with the rules of the respective clearing system. Under German law, there are no special procedures for non-resident holders for the exercise of the rights attached to the shares. Generally, withholding tax (Kapitalertragsteuer) of 25% plus the 5.5% solidarity surcharge (Solidari- ta¨tszuschlag) thereon is withheld from the dividends paid. For more information on the taxation of dividends, see “Taxation in the Federal Republic of Germany—Taxation of the Shareholders.’’ Dividend payment claims are subject to a three-year standard limitation period. If dividend payment claims expire, then the Company becomes the beneficiary of the dividends. Details concerning any dividends resolved by the general shareholders’ meeting and the paying agent named by the Company in each case will be published in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger) and in at least one national newspaper designated for exchange notices by the Frankfurt Stock Exchange.

DIVIDEND POLICY AND EARNINGS PER SHARE During the last three years, we have not paid any dividends or remuneration to our shareholders. We do not intend to pay any dividends in 2011. To the extent that any dividend will be paid in 2012, it is expected to be based on the results of 2011 and be within the range of 30% to 40% of our consolidated net profit, as adjusted for the effects relating to PPA amortizations and PPA depreciations. Any future dividend will depend on our profits and our investment policy at the time. Our ability to pay future dividends will also depend on our continuing fulfillment of the applicable covenants under the New Facilities Agreement. See “Business—Material Contracts—New Facilities Agreement” and “Risk Factors—Risks related to our offering and our financing and our shareholder structure—Restrictions imposed by debt covenants”.

66 CAPITALIZATION The following tables set forth our actual capitalization and financial indebtedness (i) as of December 31, 2010, as well as adjustments for (ii) the capital increase against contribution in cash to be resolved by the extraordinary shareholders’ meeting of the Company on April 6, 2011 (see “Description of Share Capital—Provisions Relating to the Share Capital of the Company—Share Capital of the Company on Formation and Development of Share Capital over the Last Three Years”), (iii) the receipt by the Company of the net proceeds of the offering, (iv) the repayment in full of the mezzanine facility and shareholder loan with a portion of the proceeds of the offering (see “Reasons for the Offering and Use of Proceeds”), (v) the effects from the refinancing of our Group’s financing arrangements (see “Recent Developments and Outlook—Refinancing”) and (vi) as of December 31, 2010, as adjusted to reflect the adjustments described in (ii), (iii), (iv) and (v). Both the adjustment for the receipt by the Company of the proceeds of the offering and the as adjusted column assume the placement of all 7,894,737 newly issued shares at the low-point of the price range (A19.00). Under the assumption that the maximum number of newly issued shares of 7,894,737 was issued at the mid-point of the range (A21.50), gross proceeds would amount to A169.7 million and net proceeds to A152.8 million. Under the assumption that the maximum number of newly issued shares of 7,894,737 was issued at the high-point of the range (A24.00), gross proceeds would amount to A189.4 million and net proceeds to A171.9 million. For more information, see “Selected Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s financial statements of the Company are included in this prospectus beginning at page F-2.

CAPITALIZATION (i) (ii)(1) (iii)(2) (iv)(3) (v)(4) (vi) Full Repayment of As adjusted to repayment of senior credit reflect capital mezzanine facilities per increase, Actual as of facility and planned use of offering and December 31, Capital Net proceeds of shareholder proceeds and use of 2010 increase the offering loan refinancing proceeds (prior to implementation of the offering) (after implementation of the offering) (audited, unless otherwise stated) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (E thousand) Non-current liabilities Retirement benefit obligations . . . . 9,063 9,063 Provisions ...... 4,584 4,584 Borrowings...... 315,935 (65,410) (10,526) 240,000 Other financial liabilities ...... 577 577 Deferred income tax liabilities . . . . 34,450 34,450 Total non-current liabilities ...... 364,609 0 0 (65,410) (10,526) 288,674 Thereof Guaranteed(5)(6) ...... — 0 240,000 240,000 Secured(6)(7) ...... 304,035 (53,511) (250,526) 0 Unguaranteed/Unsecured(6)(8) . . . . 60,574 (11,900) 0 48,674 Current liabilities Provisions ...... 3,255 3,255 Borrowings...... 44,162 (26,369) 17,793 Other non-financial liabilities . . . . . 21,773 21,773 Other financial liabilities ...... 8,319 (7,470) 849 Derivative financial liabilities . . . . . 5,550 (5,550) 0 Liabilities from income tax ...... 4,402 4,402 Trade payables ...... 48,311 48,311 Total current liabilities ...... 135,772 0 0 0 (39,390) 96,382 Thereof Guaranteed(5)(6)(9) ...... 6,656 10,000 16,656 Secured(6)(7) ...... 37,506 (36,369) 1,136 Unguaranteed/Unsecured(6)(8) . . . . 91,610 (13,020) 78,590 Total liabilities(10)(11) ...... 500,381 0 0 (65,410) (49,916) 385,056 Shareholders’ equity Subscribed capital(12) ...... 76 24,786 7,895 32,757 Capital reserve ...... 96,650 (24,786) 135,545 207,409 Other reserves...... (1,364) 2,459 1,095 Retained earnings ...... (20,116) (4,514) (5,941) (30,571) Total shareholders’ equity(13) ...... 75,246 0 138,926 0 (3,482) 210,690 Non-controlling interests ...... 3,156 3,156 Total equity ...... 78,402 0 138,926 0 (3,482) 213,846 Capitalization (total)(13)(14) ...... 578,783 0 138,926 (65,410) (53,398) 598,902

67 (1) This capital increase is expected to be resolved by an extraordinary general shareholders’ meeting of the Company on April 6, 2011. (2) The Company’s gross proceeds from the offering amount to A150.0 million (assuming pricing at the low-point of the price range). The estimated costs related to the offering total A16.2 million (excluding cost to be reimbursed by the 3i Funds), resulting in A133.8 million net proceeds. The effect on the Company’s equity from the offering (assuming pricing at the low-point of the range) amounts to A138.9 million, due to the fact that the Company has already recognized A5.1 million of costs related to the offering in 2010 through retained earnings (no cash outflow). The effect on the Company’s equity of A138.9 million splits into A7.9 million that will be booked under subscribed capital, A135.5 million under capital reserve, and a negative A4.5 million under retained earnings, reflecting A3.6 million of costs related to the offering that will be recognized in 2011. The bookings in the Company’s equity also consider a net effect of A0.9 million, by which retained earnings is reduced and capital reserve increased, due to the refund of costs by certain shareholders which the Company has incurred on their behalf. The total estimated costs for the Company related to the offering of A16.2 million (excluding costs related to the refinancing; assuming pricing at the low-point of the range) are divided into A5.3 million of underwriting commissions, and A2.2 million other IPO- related fees which will be recorded as reduction of capital reserve, and A8.7 million of other expenses which will be recorded in retained earnings (A3.6 million will be recorded as an expense in the current period, and A5.1 million have already been recorded as an expense in 2010). Note that tax effects associated with costs related to the offering have not been considered. (3) The A65.4 million shown in the table reflects both (i) the carrying amounts of the mezzanine facility (A53.5 million) and (ii) the shareholder loan granted to NORMA Group Holding GmbH by Funds advised by 3i (A11.9 million) as of December 31, 2010, each including accrued interest. The actual amounts of the mezzanine facility and of the shareholder loan to be repaid upon completion of the offering will be reflecting additional interest to be paid in kind up to the expected date of payment. (4) The remaining net proceeds of A68.4 million (assuming pricing at the low-point of the range) will be used, together with the new bank facility (A250.0 million), for the repayment of the existing Senior Facilities Agreement (A268.4 million net of disagio), the Revolving Facility (A18.5 million as of December 31, 2010), the repayment of the vendor loan granted by the former shareholders of R.G. Ray (A7.5 million as of December 31, 2010), the estimated costs of the refinancing of A7.5 million as well as for the cancellation of an interest rate swap related to the existing financing structure, which will be replaced with the new financing structure at the time of the offering (negative market value of A5.6 million as of December 31, 2010). The remainder will be used for general corporate purposes and to strengthen the Company’s financial flexibility. Changes in other reserves and retained earnings relate, amongst other effects, to the cancellation of the interest rate swap related to the existing financing structure at the time of the refinancing. (5) The figures as shown in table refer to liabilities under the existing Senior Facilities Agreement and Mezzanine Facility Agreement, including disagio on existing borrowings. (6) Unaudited. (7) Securitization is done through intangibles, shares, property, plant and equipment, trade and other receivables, inventories, cash and cash equivalents. (8) Certain trade payables are subject to reservations of title. (9) The A6.7 million shown in the table refer to the reverse factoring agreements to which the Company is part of. (10) Total liabilities are the sum of current liabilities and non-current liabilities. (11) Excluding contingent liabilities. As of December 31, 2010, we had no material contingent liabilities in respect of legal claims arising in the ordinary course of business. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources—Contingent Liabilities.” (12) Subscribed capital at December 31, 2010 totaled A76,250. Pre-IPO, the Company has increased its share capital to A25,010,000 from capital reserve and subsequently cancelled treasury shares of A147,600. (13) Under the assumption that the maximum number of newly issued shares of 7,894,737 was issued at the mid-point of the range (A21.50), shareholder’s equity would amount to A229,736 thousands and total capitalization to A617,948 thousands. Under the assumption that the maximum number of newly issued shares of 7,894,737 was issued at the high-point of the range (A24.00), shareholder’s equity would amount to A248,782 thousands and total capitalization to A636,994 thousands. (14) Capitalization (total) is the sum of current liabilities, non-current liabilities and total equity.

68 INDEBTEDNESS (i) (ii)(1) (iii)(2) (iv)(3) (v)(4) (vi) Repayment of As adjusted to Repayment of senior credit reflect capital mezzanine facilities per increase, Actual as of facility and planned use of offering December 31, Capital Net proceeds of shareholder proceeds and and use of 2010 increase the offering loan refinancing proceeds (prior to implementation of the offering) (after implementation of the offering) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (E thousand) Liquidity Cash ...... 30,426 0 133,803 (65,410) (57,416) 41,403 Cash equivalents ...... — — Trading securities ...... — — Total liquidity(5) ...... 30,426 0 133,803 (65,410) (57,416) 41,403 Current financial receivable .... — — Current financial debt Current bank debt(6) ...... 19,674 (18,521) 1,153 Current portion of non-current debt(7) ...... 17,848 (17,848) 0 Other current financial debt(8) . . 20,509 (13,020) 7,488 New (synd.) current bank debt(9) ...... — 10,000 10,000 Total current financial debt .... 58,031 0 0 0 (39,390) 18,641 Net current financial debt ..... 27,605 0 (133,803) 65,410 18,026 (20,832) Non-current financial debt Non-current bank loans(10) . . . . 304,037 (53,511) (250,526) 0 Bonds issued ...... — — Other non-current loans(11) . . . . 12,477 (11,900) 577 New (synd.) non-current bank debt(12) ...... — 240,000 240,000 Total non-current financial debt ...... 316,513 0 0 (65,410) (10,526) 240,577 Total financial debt ...... 374,544 0 0 (65,410) (49,916) 259,218 Net financial debt(13)(14) ...... 344,118 0 (133,803) 0 7,500 217,815

(1) This capital increase is expected to be resolved by an extraordinary general shareholders’ meeting of the Company on April 6, 2011. (2) The Company’s gross proceeds from the offering amount to A150.0 million (assuming pricing at the low-point of the range). The costs related to the offering total A16.2 million (excluding cost to be reimbursed by the 3i Funds), resulting in A133.8 million net proceeds. The effect on the Company’s equity from the offering (assuming pricing at the low-point of the range) amounts to A138.9 million, due to the fact that the Company has already recognized A5.1 million of costs related to the offering in 2010 through retained earnings (no cash outflow). The effect on the Company’s equity of A138.9 million splits into A7.9 million that will be booked under subscribed capital, A135.5 million under capital reserve, and a negative A4.5 million under retained earnings, reflecting A3.6 million of costs related to the offering that will be recognized in 2011. The bookings in the Company’s equity also consider a net effect of A0.9 million, by which retained earnings is reduced and capital reserve increased, due to the refund of costs by certain shareholders which the Company has incurred on their behalf. The total estimated costs for the Company related to the offering of A16.2 million (excluding costs related to the refinancing; assuming pricing at the low-point of the range) are divided into A5.3 million of underwriting commissions, and A2.2 million other IPO-related fees which will be recorded as reduction of capital reserve, and A8.7 million of other expenses which will be recorded in retained earnings (A3.6 million will be recorded as an expense in the current period, and A5.1 million have already been recorded as an expense in 2010). Note that tax effects associated with costs related to the offering have not been considered. (3) The A65.4 million shown in the table reflects both (i) the carrying amounts of the mezzanine facility (A53.5 million) and (ii) the shareholder loan granted to NORMA Group Holding GmbH by Funds advised by 3i (A11.9 million) as of December 31, 2010, each including accrued interest. The actual amounts of the mezzanine facility and of the shareholder loan to be repaid upon completion of the offering will reflect additional interest to be paid in kind up to the expected date of payment. (4) In 2011, transaction costs relating to the refinancing of our Group’s financing arrangements totaling A7.5 million will be paid. For more information, see “Recent Developments and Outlook — Refinancing”. (5) The Company’s cash balance as of December 31, 2010 of A30.4 million includes restricted cash of A1.3 million. In addition, the Company also has recorded A397 thousand of available for sale financial assets within other financial assets in our consolidated statement of financial position. However, as there is no market value available for the financial assets, and as the Company does not consider selling these assets, the assets have not been included in the calculation of total liquidity. (6) Current bank debt includes our existing revolving credit facility and several other bank loans with small amounts. (7) Current portion of non-current debt includes the current maturities of the Senior Facilities Agreement. For more information, see “Business — Material Contracts — Senior Facilities Agreement”.

69 (8) Other current financial debt includes the vendor loan granted by the former shareholders of R.G. Ray, the contingent consideration for the acquisition of Craig Assembly, current lease liabilities, derivative liabilities, and reverse factoring. (9) New (synd.) current bank debt includes the current maturities of our New Facilities Agreement. For more information, see “Business— Material Contracts — New Facilities Agreement”. (10) Non-current bank loans include the non-current maturities under the Senior Facilities Agreement and Mezzanine Facility Agreement less a disagio. For more information, see “Business — Material Contracts — Mezzanine Facility Agreement”. (11) Other non-current loans include the shareholder loan granted to NORMA Group Holding GmbH by Funds advised by 3i (including accrued interest) and non-current finance leases. (12) New (synd.) non-current bank debt includes the non-current maturities of our New Facilities Agreement. For more information, see “Business—Material Contracts—New Facilities Agreement”. (13) Net financial debt is defined as total financial debt less cash and cash equivalents. (14) Under the assumption that the maximum number of newly issued shares of 7,894,737 was issued at the mid-point of the range (A21.50), net financial debt would amount to A198,769 thousands. Under the assumption that the maximum number of newly issued shares of 7,894,737 was issued at the high-point of the range (A24.00), net financial debt would amount to A179,723.

STATEMENT ON WORKING CAPITAL The Company believes that it currently has sufficient working capital to meet all of its payment obligations over the next 12 months.

NO SIGNIFICANT CHANGE Between December 31, 2010 and the date of this prospectus, there have been no significant changes in our Group’s financial or trading position.

70 DILUTION The equity of the Company on its consolidated statement of financial position (equity attributable to shareholders of the Company), excluding minority interests, amounted to A75.2 million at December 31, 2010, and would amount to A3.03 per share based on 24,862,400 outstanding shares of the Company immediately before the offering. After giving effect to the maximum placement of shares from the capital increase against cash contributions by 7,894,737 shares in the context of the offering, which was resolved by the extraordinary shareholders’ meeting of the Company on April 6, 2011 and which is expected to be registered with the commercial register in the amount of the subscribed shares on April 7, 2011 assuming an offer price of A19.00 based on the low-point of the price range per share, and after subtracting the maximum estimated issuance expenses to be borne by the Company in the amount of A16.2 million, the equity of the Company attributable to shareholders of NORMA Group AG as of December 31, 2010 would have been A214,172,250 (due to the fact that the Company has already recognized A5.1 million of costs related to the offering in 2010) (based on the low-point of the price range) or A6.54 per share. That would correspond to a direct dilution of A12.46 (65.6%) per share for the parties acquiring the offered shares. At the mid-price and high end of the price range, the corresponding figures would be A14.38 (66.9%) and A16.30 (67.9%), respectively. The table below illustrates the amount by which the low-, mid- and high-point of the price range per share exceeds the total share capital per share after completion of the offering, assuming execution of the capital increase in the maximum number of offered new shares: Low End Mid Point High End Price per share, in A ...... 19.0 21.5 24.0 Equity attributable to shareholders of the Company per share as of December 31, 2010 (based on 24,862,400 outstanding shares of the Company before the offering), in A ...... 3.03 3.03 3.03 Equity attributable to shareholders of the Company per share following the offering (based on 32,757,137 outstanding shares of the Company after completion of the offering assuming execution of the capital increase in the maximum number of offered new shares), in A ...... 6.54 7.12 7.70 Amount by which the price per share exceeds the total share capital per share (immediate dilution per share), in A...... 12.46 14.38 16.30 Immediate dilution to the new shareholders, in %...... 65.6 66.9 67.9 Immediate accretion to the existing shareholding, in %...... 116.0 135.2 154.5

71 SELECTED CONSOLIDATED FINANCIAL INFORMATION

The financial information in the following tables is derived from the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2010, and December 31, 2009. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (“IFRS”). Additional information included in this prospectus has been taken from the audited unconsolidated financial statements of the Company for the fiscal year ended December 31, 2010, which were prepared in accordance with the German Commercial Code (“HGB”). PricewaterhouseCoopers Aktiengesell- schaft Wirtschaftspru¨fungsgesellschaft, Olof-Palme Str. 35, 60439 Frankfurt am Main, Germany, audited and issued an auditors’ report with respect to each of these consolidated and unconsolidated financial statements. These reports are included elsewhere in this prospectus. The audited financial information prepared in accordance with IFRS for the year ended December 31, 2008 in this prospectus is taken from our consolidated financial statements for the year ended December 31, 2009 prepared in accordance with IFRS. The aforementioned IFRS and HGB financial statements of the Company are included in this prospectus beginning at page F-2. IFRS and HGB differ in material ways. Some of the performance indicators and ratios included below were taken from the Company’s accounting records and management reporting system.

Where financial information in the following tables is labeled “audited”, this means that it was taken from the audited financial statements mentioned above. The label “unaudited” is used in the following tables to indicate financial information that was taken or derived from the Company’s accounting records or management reporting system and not included in its audited financial statements mentioned. All of the financial information presented in the text and tables in this section of the prospectus is shown in millions of euro (B million) or thousands of euro (B thousand), rounded to one decimal point. Unless expressly otherwise noted, the percentage changes that are stated in the text and the tables have been rounded to one decimal point. Because of this rounding, the figures shown in the tables do not in all cases add up exactly to the respective totals given, and the percentages shown do not always add up exactly to 100%.

The following selected financial information should be read together with the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the consolidated financial statements contained in this prospectus and the related notes and the additional financial information contained elsewhere in this prospectus.

Selected Data from the Consolidated Statement of Comprehensive Income

For the years ended December 31, 2010 2009 2008 (audited, E thousand) Revenue ...... 490,404 329,794 457,603 Changes in inventories of finished goods and work in progress ...... 4,793 (3,386) (2,833) Raw materials and consumables used ...... (220,464) (143,975) (203,411) Gross margin ...... 274,733 182,433 251,359 Other operating income ...... 8,848 8,560 4,671 Other operating expenses ...... (77,409) (53,520) (64,630) Employee benefits expense ...... (124,435) (111,292) (128,597) Depreciation and amortization...... (25,428) (22,843) (22,008) Impairment of intangibles ...... — (2,782) (21,132) Operating profit ...... 56,309 556 19,663 Financial income ...... 4,907 3,796 7,182 Financial costs ...... (19,769) (25,104) (52,380) Financial costs—net ...... (14,862) (21,308) (45,198) Profit/Loss before income tax ...... 41,447 (20,752) (25,535) Income taxes ...... (11,189) 2,725 (3,884) Profit/Loss for the year...... 30,258 (18,027) (29,419) Profit/Loss attributable to: Shareholders of the parent ...... 30,157 (18,182) (29,637) Non-controlling interests ...... 101 155 218

72 Selected Data from the Consolidated Statement of Financial Position As of December 31, 2010 2009 2008 (audited, E thousand) Assets ...... 578,783 469,705 499,713 Non-current assets ...... 399,234 346,510 360,147 Goodwill ...... 221,704 202,789 204,609 Other intangible assets ...... 79,315 51,419 57,608 Property, plant and equipment ...... 89,387 83,058 91,238 Income tax assets ...... 2,406 2,761 3,103 Deferred income tax assets ...... 6,025 6,086 3,192 Current assets ...... 179,549 123,195 139,566 Inventories ...... 64,709 44,700 54,026 Other non-financial assets ...... 9,218 5,310 5,162 Derivative financial assets ...... — 22 166 Income tax assets ...... 4,914 477 1,717 Trade and other receivables ...... 70,282 45,501 49,227 Cash and cash equivalents ...... 30,426 27,185 29,268 Equity and liabilities ...... 578,783 469,705 499,713 Total equity...... 78,402 39,128 60,126 Non-current liabilities ...... 364,609 363,730 386,509 Retirement benefit obligations ...... 9,063 8,058 7,939 Provisions...... 4,584 4,183 6,140 Borrowings ...... 315,935 320,326 337,669 Derivative financial liabilities ...... — 7,968 6,638 Deferred income tax liabilities...... 34,450 21,997 26,255 Current liabilities ...... 135,772 66,847 53,078 Provisions...... 3,255 3,894 3,648 Borrowings ...... 44,162 14,828 10,616 Other non-financial liabilities ...... 21,773 16,499 15,670 Derivative financial liabilities ...... 5,550 22 1,384 Trade payables ...... 48,311 29,953 18,578

Selected Data from the Consolidated Statement of Cash Flows For the years ended December 31, 2010 2009 2008 (audited, E thousand) Net cash provided by operating activities ...... 62,116 41,992 64,111 Net cash used in investing activities ...... (56,620) (10,828) (16,434) Net cash used in/provided by financing activities ...... (3,089) (33,237) (39,951) Net decrease/increase in cash, cash equivalents and bank overdrafts...... 2,407 (2,073) 7,726 Cash, cash equivalents and bank overdrafts at end of year ...... 30,426 27,185 29,268

73 Selected Other Consolidated Financial Information Year ended Year ended Year ended December 31, Change December 31, Change December 31, 2010 2009-2010 2009 2008-2009 2008 (audited, unless otherwise noted (E thousand, unless otherwise noted) Adjusted EBITA(1)(2) (unaudited) ...... 85,415 121.8% 38,516 (40.2)% 64,386 Adjusted EBITA margin(1)(3) (unaudited) ..... 17.4% — 11.7% — 14.1% Adjusted EBITDA(1)(4) ...... 99,248 87.1% 53,043 (33.3)% 79,520 Adjusted EBITDA margin(1)(5) (unaudited) .... 20.2% — 16.1% — 17.4% Net financial debt(1)(6) (unaudited, in millions) ...... 344.1 8.5% 317.2 (3.5)% 328.8 Capital expenditures(1)(7) ...... 21,112 38.9% 15,200 (14.0)% 17,675 Employees(8) (headcounts) ...... 2,853 5.0% 2,717 (20.5)% 3,416

Unless stated otherwise, in this prospectus Adjusted EBITDA always refers to Adjusted EBITDA of the Group. Historically, we used Adjusted EBITDA as the key performance measure in managing our business and we are still using it as the most important of several

74 useful measures to manage our segments. However, in order to meet the commonly accepted reporting standards of capital market oriented companies, we now use Adjusted EBITA as the key performance measure in managing our Group. (5) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue, expressed as a percentage. (6) Net financial debt is defined as the sum of borrowings, other financial liabilities, and derivatives less cash and cash equivalents. As of December 31, 2010 2009 2008 (unaudited, unless otherwise noted) (E million) Borrowings ...... 360.1 335.2 348.3 + Other financial liabilities ...... 8.9 1.2 1.8 +Derivatives...... 5.6 8.0 8.0 Financial debt ...... 374.5 344.3 358.1 Ϫ Cash and cash equivalents (audited) ...... 30.4 27.2 29.3 Net financial debt ...... 344.1 317.2 328.8 We are not presenting net financial debt here as a measure of our operating results. Our management considers net financial debt, along with several other performance measures, when managing our business because it deems it to be one of several useful measures of performance for managing the business of our Group. (7) Capital expenditures is defined as the sum of purchases of property, plant and equipment and purchases of intangible assets: For the years ended December 31, 2010 2009 2008 (audited) (E thousand) Purchases of property, plant and equipment...... (17,831) (12,043) (15,004) + Purchases of intangible assets ...... (3,281) (3,157) (2,671) Capital expenditures...... (21,112) (15,200) (17,675) (8) Annual average number of employees, calculated by using the number of employees on the last day of each calendar month divided by twelve. (9) Net financial costs means financial income less financial costs. (10) Amortization includes amortization less impairment of intangibles assets. PPA amortization is the amortization of the difference between the fair value of intangible assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition. In 2008, 2009 and 2010, our PPA amortization amounted to a total of A2,572 thousand, A3,365 thousand and A4,011 thousand. (11) EBITA is defined as operating profit plus impairment of intangibles and amortization. We are not presenting EBITA here as a measure of our operating results, nor does our management consider EBITA for purposes of managing our business. We are presenting this figure on the basis that some investors may find it useful in combination with other performance measures when evaluating our business. (12) Restructuring costs includes closure of facilities, relocation of production capacities and severance payments. (13) Non-recurring/non-period-related items include primarily cost of acquisitions, cost of integrations and non-recurring items. (14) Other Group and normalized items includes primarily costs related to the Advisory Board, expenses for management services and certain extraordinary costs. (15) PPA depreciation is the depreciation of the difference between the fair value of the assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition.

75 Selected Operating Segment Data Year ended Year ended Year ended December 31, % Change December 31, % Change December 31, 2010 2009-2010 2009 2008-2009 2008 (audited, unless otherwise noted) (E thousand, unless otherwise noted) EMEA(1) Revenue ...... 360,255 39.9 257,441 (30.1) 368,273 Adjusted EBITDA(2)(3) ...... 80,995 92.7 42,038 (34.3) 63,979 Employees(4) ...... 2,025 (2.1) 2,068 (24.5) 2,739 Americas(5) Revenue ...... 130,947 80.3 72,647 (25.2) 97,173 Adjusted EBITDA (2)(3) ...... 23,016 121.0 10,415 (37.1) 16,561 Employees(4) ...... 488 26.4 386 (22.6) 499 Asia Pacific(6) Revenue ...... 31,016 81.0 17,139 5.9 16,189 Adjusted EBITDA(2)(3) ...... 1,673 99.9 837 (18.0) 1,021 Employees(4) ...... 317 32.1 240 54.8 155 NORMA Group consolidated Revenue ...... 490,404 48.7 329,794 (27.9) 457,603 Employees(4)(7) ...... 2,853 5.0 2,717 (20.5) 3,416 Total Adjusted EBITDA of segments(2)(8) ...... 105,684 98.3 53,290 (34.7) 81,561 Holdings(9) ...... (6,268) 3,698.8 (165) (92.6) (2,221) Eliminations(10)...... (168) 104.9 (82) — 180 Total Adjusted EBITDA of the Group(2)(3) ...... 99,248 87.1 53,043 (33.3) 79,520 Depreciation (excluding PPA depreciation)(11) (unaudited) ...... (13,833) (4.8) (14,527) (4.0) (15,134) Total Adjusted EBITA of the Group (unaudited) (12) (13) ...... 85,415 121.8 38,516 (40.2) 64,386

76 (5) Americas includes North America and South America. In the Americas we have operations in the United States and Mexico, as well as sales into additional countries. (6) In Asia Pacific we have operations in India, Thailand, Singapore, China, South Korea, Japan and Australia, as well as sales into additional countries. (7) Including for the years ended December 31, 2010, December 31, 2009 and December 31, 2008, 23 employees which could not be allocated to any segment. (8) Adjusted EBITDA of the segments is defined as Adjusted EBITDA of the Group before Holdings and Eliminations. (9) Holdings consists of Norma Group GmbH, Norma Group Holding GmbH and Norma Beteiligungs GmbH. (10) At the Group level, eliminations include unrealized gains on the sale between segments of inventory and assets. (11) PPA depreciation is the depreciation of the difference between the fair value of the assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition. (12) We are not presenting Adjusted EBITA here as a measure of our operating results. Our management considers Adjusted EBITA, along with several other performance measures, when managing our business because it deems it to be the key performance measure for managing the business of our Group. (13) Adjusted EBITA means Adjusted EBITDA less PPA depreciation. (14) Restructuring costs includes closure of facilities, relocation of production capacities and severance payments. (15) Non-recurring/non-period-related items include primarily cost of acquisitions, cost of integrations and non-recurring items. (16) Other Group and normalized items includes primarily costs related to the Advisory Board, expenses for management services and certain extraordinary costs.

77 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Investors should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements as of and for the fiscal years ended December 31, 2010 and December 31, 2009. In addition, investing in our shares involves risks. Investors can find a discussion of these risks in the section “Risk Factors”. The financial information in the following discussion is derived from the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2010, and December 31, 2009. These consolidated financial statements have been prepared in accordance with IFRS. Additional information included in this prospectus has been taken from the audited unconsolidated financial statements of the Company for the fiscal year ended December 31, 2010, which were prepared in accordance with HGB. PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft, Olof-Palme Str. 35, 60439 Frankfurt am Main, Germany, audited and issued an auditors’ report with respect to each of these consolidated and unconsolidated financial statements. These reports are included elsewhere in this prospectus. The audited financial information prepared in accordance with IFRS for the year ended December 31, 2008 in this prospectus is taken from our consolidated financial statements for the year ended December 31, 2009 prepared in accordance with IFRS. The aforementioned IFRS and HGB financial statements of the Company are included in this prospectus beginning at page F-2. IFRS and HGB differ in material ways. Some of the performance indicators and ratios included below were taken from the Company’s accounting records and management reporting system. Where financial information in the following tables is labeled “audited”, this means that it was taken from the audited financial statements mentioned above. The label “unaudited” is used in the following tables to indicate financial information that was taken or derived from the Company’s accounting records or management reporting system and not included in its audited financial statements mentioned. All of the financial information presented in the text and tables in this section of the prospectus is shown in millions of euro (B million) or thousands of euro (B thousand), rounded to one decimal point. Unless expressly otherwise noted, the percentage changes that are stated in the text and the tables have been rounded to one decimal point. Because of this rounding, the figures shown in the tables do not in all cases add up exactly to the respective totals given, and the percentages shown do not always add up exactly to 100%.

78 including ABA», BREEZE», Gemi», NORMA», R.G.RAY», Serflex», Serratub», TERRY» and Torca» to customers such as distributors, OEM aftermarket customers, technical wholesalers, and hardware stores. Our DS products are sold in more than 80 countries, with product sales carried out via our own global distribution network and sales agents. Our direct and indirect DS customers comprise a different, but also highly diversified, group consisting of distributors, industrial OEMs, OEM aftermarket customers, maintenance and repair organizations, technical wholesalers, purchasing cooperatives and hardware stores around the world. Our DS way to market, we believe, benefits substantially not only from our extensive geographic presence, as well as our global manufacturing, distribution and sales capabilities, but also from our well known brands, which we believe the market associates with our Group’s reputation for engineering expertise, high quality and reliability. Our DS way to market accounted for 34% of our revenue for the year ended December 31, 2010, with generally attractive margins comparable to those in our EJT way to market. Our business comprises three geographical business segments: EMEA (Europe, Middle East and Africa), Americas and Asia Pacific. In 2010, our Group had an annual average headcount of 2,853 employees (excluding temporary workforce) worldwide (compared with 2,717 in 2009 and 3,416 in 2008), revenue of A490.4 million (compared with A329.8 million in 2009 and A457.6 million in 2008) and Adjusted EBITA of A85.4 million (compared with A38.5 million in 2009 and A64.4 million in 2008).

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION Factors affecting our results of operations include the following: • General and regional economic conditions. Our business around the world depends on the demand of our customers for engineered joining solutions, which in turn depends to a large extent on general economic conditions in the countries, regions and localities in which our customers operate, as well as the economic conditions that affect their customers. When general economic conditions improve or deteriorate, production generally and the demand for joining solutions specifically tend to show corresponding movements, particularly in those industry sectors or geographic areas which are most affected by such changes in economic conditions. Changes in economic conditions, particularly when they are widespread and pronounced, can therefore materially affect our results. For example, the global financial crisis negatively affected our revenue in 2009. We believe that our broad diversification in terms of products, end markets, regions, applications and customers somewhat lessens our sensitivity to economic cycles in certain geographic markets and end markets. We have made significant progress in further diversifying our business in recent years, both through acquisitions and strategic measures such as expanding into new application areas, geographic markets and end markets. However, if economic changes are pronounced and/or long-lasting, such as the global financial crisis and subsequent recession that began in 2008, such changes can have a significant impact on our business and results of operations. For more information on the risks related to economic conditions, see “Risk Factors—Risks Relating to Our Business—We are affected by demand fluctuations and other developments in the broader economy, including in the manufacturing sector, and our operations and financial results could be adversely affected by future economic or credit crises”. • Factors that affect Revenue. We believe the demand for joining technology is positively influenced by certain megatrends driving developments in our customers’ industries. Especially in emerging markets, we expect that population and GDP growth, rising industrialization and growing environmental awareness will increase the local demand for our joining technology solutions. In addition, we believe that tighter emission regulations, higher fuel costs and pressures to reduce costs generally will, especially in developed markets, have positive effects on our sales as customers seek to reduce emissions, leakage, weight, space and assembly times, increase modularization, and lower warranty costs. We further expect that the increasing complexity of engines, cooling systems, water management infrastructure and other systems will increase the number of joints per customer end product. We also aim to further increase our content per customer end product by increasing the value that our products and solutions add to the end product and by leveraging our innovation to offer superior substitutes to current technologies, including by transferring know-how from existing products and applications to new products and applications. • Factors that affect Trade Working Capital. The increases and decreases in our inventories, trade receivables and trade payables largely correlate with the increases and decreases of the volume of the products we sell. As a result, both our trade receivables and payables are subject to seasonality, especially at the end of the year. In addition, we have undertaken initiatives to reduce our trade working capital in our business, especially by reducing our raw material and other inventories by having shorter production cycles, prolonging payment terms and concentrating the inventories for our distribution services in fewer locations.

79 In 2008, 2009 and 2010, our trade working capital (consisting of inventories plus trade and other receivables less trade payables) amounted to A84.7 million, A60.2 million and A86.7 million, corresponding to 18.5%, 18.3% and 17.7% of our revenue, respectively. In 2008, our trade working capital was affected by the decline of our revenue towards the end of the year. This development continued in 2009 as our trade working capital was impacted by the slow-down of our production due to the global financial crisis. The increase of our trade working capital in 2010 was due primarily to the strong growth of our revenue.

• Acquisitions. We believe we have built a strong acquisition track record. Acquisitions have been, and continue to be, an integral part of our growth strategy. Since our Group’s formation through the merger of the ABA Group with the Rasmussen Group in 2006, we have completed numerous acquisitions and successfully integrated into our Group the companies and businesses we acquired. We continue to grow in terms of revenues, product diversity and geographical reach, both organically and through selected acquisitions. For more information on our recent acquisitions and our strategy, see “Business—Strategy”. For selected additional information regarding our historical acquisitions, see “Business—History”.

In 2007, we acquired Breeze Industrial Products Corporation (“Breeze”), a U.S. manufacturer offering a wide range of engineered joining technology products, including worm-drive, T-bolt and V-clamps for the commercial and passenger vehicle, heavy-duty vehicle, aircraft and industrial markets. In May 2010, we acquired 100% of the shares in R.G. Ray Corporation (“R.G. Ray”), a U.S. manufacturer of high-quality engineered clamps for engines, pumps and filter systems in the fields of aviation, commercial vehicles and various other industrial applications, for US$45.0 million. For more information on the acquisition of R.G. Ray, see “Business—Material Contracts—R.G. Ray Stock Purchase Agreement”. We further extended our international footprint with the addition of a second Mexican facility in Juarez. Establishing the Juarez facility enabled our Group to realize certain synergies, for example by consolidating our production in the Americas and intensifying cross-selling. Most recently, in December 2010, we acquired 100% of the shares in Craig Assembly Inc. (“Craig Assembly”), a U.S. supplier of industrial quick connectors, quick connect components and molded injection products and tools, for A8,585 thousand comprising of a cash consideration in the amount of A8,070 thousand and a contingent consideration in the estimated fair value of A515 thousand as of December 23, 2011. For more information on the acquisition of Craig Assembly, see “Business—Material Contracts—Craig Assembly Stock Purchase Agreement”.

• Restructuring. In recent years, and particularly since the global financial crisis that began in 2008, we have undertaken a variety of initiatives, to reduce costs and increase margins. These include such improvement, optimization and cost cutting measures as closing and relocating of our production in Belgium, the Netherlands and several smaller locations in Germany and the United States, as well as increasing the use of short-time work and reduction of overtime balances. In connection with some of these initiatives we have incurred severance payments and other costs, in particular for social plans. In addition, following our recent acquisition of R.G. Ray and the expansion of our Chinese facility in Qingdao, we further consolidated our production capacities in China and the Americas in 2010. In addition to the foregoing initiatives, we initiated a continuous improvement program in 2009 to further reduce costs, enhance efficiency and thereby seek to improve our margins (the “Global Excellence Program”), see “Business—Key Strengths—Efficient cost structures built on proven track record of operational excellence” and “Business—Global Excellence Program”.

In 2008, 2009 and 2010, we incurred restructuring costs of A9.8 million, A20.6 million and A1.3 million and recognized other termination benefits of A2.5 million, A5.3 million and none, respectively. These restructuring costs are part of the adjustments we make in calculating the Group’s Adjusted EBITDA and Adjusted EBITA. We adjust our EBITDA in order to measure the impact of non-recurring or non-period-related costs, restructuring costs and other extraordinary costs on our profit and loss for the segments (Adjusted EBITDA). On group level, we additionally adjust the impact of purchase price allocations on depreciation and amortisation in order to show the impact of purchase price allocations due to acquisitions made (Adjusted EBITA). We believe that both performance measures, Adjusted EBITDA and Adjusted EBITA, allow for a comparison of our performance on a consistent basis without regard to the aforementioned one-time effects that we believe do not reflect the regular operating performance of our business.

• Currency translation. We conduct our business on a global basis in several major international currencies. However, the primary currencies in which we conduct our business are the euro and the U.S. dollar. Our reporting currency is the euro. In 2010, approximately 63% of our consolidated revenue was denominated in euro, approximately 28% was denominated in U.S. dollars and approximately 9% was denominated in other currencies. Consolidated Group revenue totalled A490,404 thousand for the year ended December 31, 2010.

80 Our exposure to transactional currency risk has been limited since January 1, 2008, because since then most of the production expenses we incur in generating our euro-denominated sales are incurred in euro, while most of the production expenses we incur in generating our foreign-denominated sales, in particular those in U.S. dollars, are primarily incurred in the relevant foreign currency. However, fluctuations in exchange rates between the euro and other, non-euro currencies, primarily the U.S. dollar, affect the translation of our consolidated results of operations into euro. Exchange rate changes also affect our consolidated statement of financial position. Changes in the euro values of our consolidated assets and liabilities resulting from exchange rate movements can cause us to incur foreign currency gains and losses. Since January 1, 2008, movements in the U.S. dollar as measured in euro have had a net positive impact on our reported sales. On average over the year, the euro-equivalent of the U.S. dollar was approximately 5.2% higher in 2010 than in 2009, and 5.4% higher in 2009 than in 2008. In 2010, our reported revenue from external customers in euro in the Americas increased by A55.6 million, or 81.7% compared with 2009. On a constant-currency U.S. dollar basis, however, our revenue increased in the Americas by A53.1 million, or 82.2%. For more information on foreign exchange rate risks, see “Risk Factors—Risks Relating to Our Business— Changes in foreign exchange rates and interest rates could have material adverse effects on our financial results. Our hedging efforts might be unsuccessful”. • Goodwill impairment. We report substantial goodwill on our consolidated statement of financial position. As of December 31, 2010, the value of goodwill recognized in our consolidated statement of financial position amounted to A221.7 million (2009: A202.8 million), or 38.3% (2009: 43.2%) of our total assets. We test this goodwill for impairment regularly, at least annually, after completion of the annual budget process. Although we currently do not expect that this goodwill will be substantially impaired, we may have to recognize impairment losses if the future prospects of our recent acquisitions substantially deteriorate, which could, for example, result from another global financial crisis. Due to the global financial crisis that began in 2008, we recognized an impairment of goodwill with regard to our cash-generating units (each a “CGU”) in the Americas, resulting in a decline in the goodwill recognized in our consolidated statement of financial position to A204.6 million, or 40.9% of our total assets, as of December 31, 2008. For more information on the impairments on our goodwill and our other intangible assets, see “—Results of Operations—Recoverability of Goodwill and Other Intangible Assets”. • Stability of raw material costs. The prices of the raw materials that we use in our business, primarily strip steel and resin, fluctuate. Nevertheless, we have achieved a relatively constant gross margin, or ratio of material costs to revenue, in recent years. This relative stability reflects our ability to offset higher raw material costs to a significant degree by increasing the prices of our products. For example, in response to volatility in strip steel prices, which consist of a base price and a varying alloy surcharge depending on the respective metals used (for example, chromium or nickel), we have implemented a two-step pass-through mechanism with the majority of our major customers. Due to the relative stability of the base prices, which we renegotiate each year, base price movements are passed on if they exceed a previously determined price corridor. We pass alloy price movements through an alloy surcharge recovery mechanism that typically reflects the three-month trailing average price for specified alloying elements.

81 RESULTS OF OPERATIONS The following table summarizes our financial performance and certain operating results for the periods indicated: For the years ended December 31, 2010 % change 2009 % change 2008 (audited, unless otherwise noted) (E thousand, unless otherwise noted) Revenue ...... 490,404 48.7 329,794 (27.9) 457,603 Changes in inventories of finished goods and work in progress ...... 4,793 — (3,386) 19.5 (2,833) Raw materials and consumables used ...... (220,464) 53.1 (143,975) (29.2) (203,411) Gross margin ...... 274,733 50.6 182,433 (27.4) 251,359 Other operating income ...... 8,848 3.4 8,560 83.3 4,671 Other operating expenses ...... (77,409) 44.6 (53,520) (17.2) (64,630) Employee benefits expense ...... (124,435) 11.8 (111,292) (13.5) (128,597) EBITDA ...... 81,737 212.2 26,181 (58.3) 62,803 Depreciation...... (16,852) (4.0) (17,546) (3.3) (18,153) of which step-up of assets (unaudited) ...... (3,019) 0.0 (3,019) 0.0 (3,019) EBITA (unaudited) ...... 64,885 651.4 8,635 (80.7) 44,650 Amortization ...... 8,576 61.9 (5,297) 37.4 (3,855) Impairment of intangibles ...... — — (2,782) (86.8) (21,132) Operating profit ...... 56,309 10,027.5 556 (97.2) 19,663 Financial income ...... 4,907 29.3 3,796 (47.1) 7,182 Financial costs ...... (19,769) (21.3) (25,104) (52.1) (52,380) Profit/Loss before income tax ...... 41,447 — (20,752) (18.7) (25,535) Income taxes ...... (11,189) — 2,725 — (3,884) Profit/Loss for the year ...... 30,258 — (18,027) (38.7) (29,419) The following table summarizes selected major positions from our consolidated statement of financial position for the periods indicated: As of December 31, 2010 2009 2008 (audited, E thousand) Goodwill ...... 221,704 202,789 204,609 Other intangible assets ...... 79,315 51,419 57,608 Property, plant and equipment ...... 89,387 83,058 91,238 Inventories ...... 64,709 44,700 54,026 Trade and other receivables ...... 70,282 45,501 49,227 Total equity ...... 78,402 39,128 60,126 Trade payables ...... 48,311 29,953 18,578

Geographic Segment Data We have regional growth targets, and it is crucial to our business to meet the local demand of our customers. Accordingly, we operate our business with a strong regional focus. Our management reporting and controlling divides our Group into three geographic segments: EMEA (Europe, Middle East and Africa, currently including operations in the United Kingdom, Spain, France, Germany, Italy, Sweden, the Czech Republic, Poland, Turkey, Serbia and Russia), Americas (currently including operations in the United States and Mexico) and Asia Pacific (currently including operations in India, Thailand, Singapore, China, South Korea, Japan and Australia).

82 The following table provides an overview of the results of our operating segments for the years indicated: Year ended Year ended Year ended December 31, % Change December 31, % Change December 31, 2010 2009-2010 2009 2008-2009 2008 (audited, unless otherwise noted) (E thousand, unless otherwise noted) EMEA(1) Revenue from external customers .... 336,682 37.7 244,563 (29.9) 348,983 Adjusted EBITDA(2) ...... 80,995 92.7 42,038 (34.3) 63,979 Americas(3) Revenue from external customers .... 123,767 81.7 68,121 (26.3) 92,432 Adjusted EBITDA (2) ...... 23,016 121.0 10,415 (37.1) 16,561 Asia Pacific(4) Revenue from external customers .... 29,955 75.1 17,110 5.7 16,188 Adjusted EBITDA(2) ...... 1,673 99.9 837 (18.0) 1,021

(1) EMEA includes Europe, the Middle East and Africa. In EMEA we have operations in the United Kingdom, Spain, France, Germany, Italy, Sweden, the Czech Republic, Poland, Turkey and Russia, as well as sales into additional countries. (2) Adjusted EBITDA is defined as operating profit plus impairment of intangibles, depreciation and amortization, restructuring costs, non- recurring/non-period-related items, and other Group and normalized items: For the years ended December 31, 2010 2009 2008 (audited) (E thousand) Operating profit ...... 56,309 556 19,663 + Impairment of intangibles ...... — 2,782 21,132 + Depreciation and amortization ...... 25,428 22,843 22,008 + Restructuring costs(5)...... 1,250 20,634 9,772 + Non-recurring/non-period-related items(6) ...... 15,536 5,069 5,481 + Other group and normalized items(7)...... 725 1,159 1,464 Adjusted EBITDA ...... 99,248 53,043 79,520 We are not presenting Adjusted EBITDA here as a measure of our operating results. Our management considers Adjusted EBITDA, along with several other performance measures, when managing our business because it deems it to be one of several useful measures of performance for managing the business of our Group. We believe that the adjustments to our EBITDA allow for a comparison of our performance on a consistent basis without regard to the abovementioned one-time effects that we believe do not reflect the regular operating performance of our business. Unless stated otherwise, in this prospectus Adjusted EBITDA always refers to Adjusted EBITDA of the Group. Historically, we used Adjusted EBITDA as the key performance measure in managing our business and we are still using it as the most important of several useful measures to manage our segments. However, in order to meet the commonly accepted reporting standards of capital market oriented companies, we now use Adjusted EBITA as the key performance measure in managing our Group. (3) Americas includes North America and South America. In the Americas we have operations in the United States and Mexico, as well as sales into additional countries. (4) In Asia Pacific we have operations in India, Thailand, Singapore, Malaysia, China, South Korea, Japan and Australia, as well as sales into additional countries. (5) Restructuring costs includes closure of facilities, relocation of production capacities and severance payments. (6) Non-recurring/non-period-related items include primarily cost of acquisitions, cost of integrations and non-recurring items. (7) Other Group and normalized items includes primarily costs related to the Advisory Board, expenses for management services and certain extraordinary costs.

Year ended December 31, 2010, Compared with Year ended December 31, 2009 Revenue Revenue increased by A160,610 thousand, or 48.7%, from A329,794 thousand in 2009 to A490,404 thousand in 2010. This increase was primarily due to increased end-market demand driven by positive market developments and increasing content per end product in EJT, as well as to the acquisition of R.G. Ray, partially helped by the strengthening of the U.S. dollar compared to euro. We also experienced particular strong growth in our EJT revenue which increased by A117,251 thousand, or 56.8%, from A206,349 thousand in 2009 to A323,600 thousand in 2010, especially resulting from the global economic recovery in our customer markets, the introduction of new products and the impact of our acquisitions in 2010.

83 For the years ended December 31, 2010 2009 (audited, E thousand) Engineered Joining Technologies ...... 323,600 206,349 Distribution Services ...... 168,250 126,004 Other revenue ...... 1,968 376 Deductions ...... (3,414) (2,935) Total ...... 490,404 329,794

EMEA In EMEA, revenue from external customers increased by A92,119 thousand, or 37.7%, from A244,563 thousand in 2009 to A336,682 thousand in 2010. This increase in revenue was primarily due to rising demand by our EJT and DS customers, in particular in Eastern and Western Europe, as a result of the global economic recovery.

Americas In Americas, revenue from external customers increased by A55,646 thousand, or 81.7%, from A68,121 thousand in 2009 to A123,767 thousand in 2010. The revenue increase in Americas was driven primarily by organic growth of A33 million, as well as by the acquisition of R.G. Ray in the United States, which was consolidated from May 22, 2010, onwards, contributing A22,477 thousand to our revenue in 2010.

Asia Pacific In Asia Pacific, revenue from external customers increased by A12,845 thousand, or 75.1%, from A17,110 thousand in 2009 to A29,955 thousand in 2010. This strong growth in revenue, both from existing and new customers, was primarily due to the continued growth of our revenue in this geographical segment, which only considers local sales and does not include exports from EMEA and Americas to this region.

Raw Materials and Consumables Used Raw materials and consumables used increased by A76,489 thousand, or 53.1%, from A143,975 thousand in 2009 to A220,464 thousand in 2010. This increase was primarily due to the increase in revenue and of the prices of raw materials and consumables in the context of the global economic recovery.

Gross Margin Gross margin increased by A92.300 thousand, or 50.6%, from A182,433 thousand in 2009 to A274,733 thousand in 2010, corresponding to an increase from 55.3% of revenue in 2009 to 56.0% in 2010. The relative improvement of gross margin as a percentage of revenue was primarily due to our ability to increase our prices, to (partially) pass on price movements of raw materials costs to our customers and to pay lower prices for raw materials in certain parts of our business.

Other Operating Income Other operating income increased by A288 thousand, or 3.4%, from A8,560 thousand in 2009 to A8,848 thousand in 2010, corresponding to a decrease from 2.6% of revenue in 2009 to 1.8% in 2010. This increase was primarily due to higher currency gains operational which were largely offset by lower other income from disposal of fixed assets and lower income from foreign exchanged derivatives. The following table provides an overview of selected categories of our other operating income: For the years ended December 31, 2010 2009 (audited, E thousand) Currency gains operational ...... 4,953 2,502 Other income from disposal of fixed assets ...... 46 1,751 Foreign exchanged derivatives...... 22 713 Others ...... 3,827 3,594 Total ...... 8,848 8,560

84 Other Operating Expenses Other operating expenses increased by A23,889 thousand, or 44.6%, from A53,520 thousand in 2009 to A77,409 thousand in 2010, corresponding to a decrease from 16.2% of revenue in 2009 to 15.8% in 2010. This increase in expenses was primarily to due costs relating to the offering and in connection with the admission to listing of the Company’s shares on the Frankfurt Stock Exchange, including legal, tax, accounting, advisory and consulting fees, as well as an increase in expenses for our temporary workforce by A9.0 million, or 291.7%, compared to 2009. The following table provides an overview of our other operating expenses: For the years ended December 31, 2010 2009 (audited, E thousand) Consulting and marketing ...... (21,139) (11,279) Other administration expenses ...... (7,294) (10,468) Freights ...... (8,222) (7,124) Rentals ...... (4,186) (4,087) Currency losses operational ...... (3,846) (3,401) Expenses for temporary workforce ...... (12,131) (3,097) Research & development ...... (2,180) (2,741) Travel and entertaining ...... (3,424) (2,515) Vehicle costs ...... (2,150) (2,032) Maintenance (external) ...... (2,076) (1,844) Commission payable ...... (1,778) (1,541) Insurances ...... (1,405) (1,240) Non-income related taxes ...... (1,484) (755) Others ...... (6,094) (1,396) Total ...... (77,409) (53,520)

Employee Benefits Expense Employee benefits expense increased by A13,143 thousand, or 11.8%, from A111,292 thousand in 2009 to A124,435 thousand in 2010, corresponding to a decrease from 33.7% of revenue in 2009 to 25.4% in 2010. The absolute increase in employee benefits expense was primarily due to higher production volumes, the ending of short-time work in Germany, the return to a normal level of weekly working hours in general, and the increase of overtime as a result of the global economic recovery. The decrease of employee benefit expense as a percentage of revenue was primarily due to economies of scale, the higher productivity of our workforce and our significantly lower restructuring costs in 2010 compared to 2009. In addition, increasing regional diversification of our workforce through expansion into emerging markets and optimization of our global workforce, which supported this development. Furthermore, we enhanced our flexibility by significantly increasing the share of our temporary workforce from 4.6% in 2009 to 18.6% in 2010.

EBITDA EBITDA increased by A55,556 thousand, or 212.2%, from A26,181 thousand in 2009 to A81,737 thousand in 2010, corresponding to an increase from 7.9% of revenue in 2009 to 16.7% in 2010. This increase in EBITDA was primarily due to our significantly lower restructuring costs and one-off incurred costs in 2010 compared to 2009, the strong growth of our revenue as well as the high impact of economies of scale.

Adjusted EBITDA Adjusted EBITDA, defined as operating profit plus impairment of intangibles, amortization, restructuring costs, eliminations, other Group and normalized items and depreciation (including PPA depreciation), increased by A46,205 thousand, or 87.1%, from A53,043 thousand in 2009 to A99,248 thousand in 2010, corresponding to an increase from 16.1% of revenue in 2009 to 20.2% in 2010. Improvements realized through the continued optimization of our manufacturing footprint, our ability to (partially) pass on price movements of raw material costs to our customers, the impact of our Global Excellence Program, higher revenue and economies of scale were the primary drivers of the increase in Adjusted EBITDA. In addition, the cost synergies realized from our acquisitions also contributed to the increase of our Adjusted EBITDA in 2010.

85 Depreciation Depreciation decreased by A694 thousand, or 4.0%, from A17,546 thousand in 2009 to A16,852 thousand in 2010.

EBITA EBITA increased by A56,250 thousand, or 651.4%, from A8,635 thousand in 2009 to A64,885 thousand in 2010, corresponding to an increase from 2.6% of revenue in 2009 to 13.2% in 2010. EBITA increased primarily due to our significantly lower restructuring costs and one-off incurred costs in 2010 compared to 2009, the strong growth of our revenue as well as the high impact of economies of scale.

Adjusted EBITA Adjusted EBITA, which is defined as Adjusted EBITDA after depreciation (excluding PPA depreciation), increased by A46,899 thousand, or 121.8%, from A38,516 thousand in 2009 to A85,415 thousand in 2010, corresponding to an increase from 11.7% of revenue in 2009 to 17.4% in 2010. This increase in Adjusted EBITA was primarily due to the continued optimization of our manufacturing footprint, our ability to (partially) pass on price movements of raw material costs to our customers, the impact of our Global Excellence Program, higher revenue, cost synergies realized from our acquisitions and economies of scale.

Amortization Amortization increased by A3,297 thousand, or 61.9%, from A5,297 thousand in 2009 to A8,576 thousand in 2010.

Impairment of intangibles In 2010, we recorded no impairment of intangibles, whereas in 2009 we recorded an impairment of intangibles in the amount of A2,782 thousand.

Operating Profit Operating profit increased by A55,753 thousand, or 10,027.5%, from A556 thousand in 2009 to A56,309 thousand in 2010, corresponding to an increase from 0.2% of revenue in 2009 to 11.5% in 2010, primarily because revenue growth exceeded growth in expenses.

Financial Income Financial income increased by A1,111 thousand, or 29.3%, from A3,796 thousand in 2009 to A4,907 thousand in 2010, compared to a decrease from 1.2% of revenue in 2009 to 1.0% in 2010, mainly due to gains on interest rate swaps were significantly higher in 2010 than in 2009.

Financial Costs Financial costs decreased by A5,335 thousand, or 21.3%, from A25,104 thousand in 2009 to A19,769 thousand in 2010, compared to a decrease from 7.6% of revenue in 2009 to 4.0% in 2010. The decrease in financial costs was mainly due to lower interest expenses on bank borrowings, higher net foreign exchange gains, and the fact that we did not incur losses on interest rate swaps in 2010, while we did incur losses on interest rate swaps in 2009.

Profit/Loss before Income Tax Profit/loss before taxes changed from a loss of A20,752 thousand in 2009 to a profit of A41,447 thousand in 2010, primarily because revenue growth exceeded growth in expenses and we incurred lower net financial costs in 2010 than in 2009.

Income Taxes Income taxes changed from a tax refund of A2,725 thousand in 2009 to a tax burden of A11,189 thousand in 2010, due primarily to positive developments in taxable profits and the payment of additional taxes arising out of the settlement of a German tax audit covering the years 2005 through 2009.

86 Net Profit/Loss for the Year Net profit/loss for the period changed from a loss of A18,027 thousand in 2009 to a profit of A30,258 thousand in 2010, mainly due to increased revenues, as well as lower operating expenses and financial costs (partially offset by a higher tax burden).

Goodwill Goodwill increased by A18,915 thousand, or 9.3%, from A202,789 thousand in 2009 to A221,704 thousand in 2010. The increase in the position of goodwill in 2010 was primarily due to the acquisitions of R.G. Ray and Craig Assembly.

Other Intangible Assets Other intangible assets increased by A27,896 thousand, or 54.3%, from A51,419 thousand in 2009 to A79,315 thousand in 2010. The increase in the position of intangible assets in 2010 was primarily due to the purchase price allocations with regard to the acquisitions of R.G. Ray and Craig Assembly.

Property, Plant and Equipment Property, plant and equipment increased by A6,329 thousand, or 7.6%, from A83,058 thousand in 2009 to A89,387 thousand in 2010. The increase in the position of property, plant and equipment was primarily due to the consolidation of R.G. Ray and Craig Assembly and the purchase of the factory building of our facility in Slawnióv, Poland, for a purchase price of approximately 1.9 million.

Inventories Inventories increased by A20,009 thousand, or 44.8%, from A44,700 thousand in 2009 to A64,709 thousand in 2010. The increase in the position of inventories in 2010 was primarily due to the consolidation R.G. Ray and Craig Assembly.

Trade Receivables and Other Receivables Trade receivables and other receivables increased by A24,781 thousand, or 54.5%, from A45,501 thousand in 2009 to A70,282 thousand in 2010. The increase in the position of trade receivables and other receivables was primarily due to the increase of our revenue in 2010 compared to 2009 and as a result of the consolidation of R.G. Ray and Craig Assembly.

Trade Payables Trade payables increased by A18,358 thousand, or 61.2%, from A29,953 thousand in 2009 to A48,311 thousand in 2010. The increase in the position of trade payables in 2010 was primarily due to the increase of our revenue in 2010 compared to 2009, as a result of the consolidation of R.G. Ray and Craig Assembly, and due to the impact of the one-off costs related to the preparation of this offering.

Total Equity Total equity increased by A39,274 thousand, or 100.3%, from A39,128 thousand in 2009 to A78,402 thousand in 2010. The increase in the position of total equity in 2010 was primarily due to our profit for the year of A30.3 million in 2010 and a contribution of certain shareholders to the capital reserves in the amount of A15.0 million to partially fund the acquisition of R.G. Ray.

Year ended December 31, 2009, Compared with Year ended December 31, 2008 Revenue Revenue decreased by A127,809 thousand, or 27.9%, from A457,603 thousand in 2008 to A329,794 thousand in 2009. This decrease was primarily due to two main factors. First, due to the global financial crisis, sales volumes declined compared with the previous year, particularly with dealers in DS and with respect to EJT customers in the passenger and commercial vehicle, engineering and shipbuilding industries since those industries were most affected by the global financial crisis starting in 2008. In addition, our customers reduced their inventories, especially in the first half of 2009, having a significant negative impact, in particular, on our DS revenues. Second, due to the relative strength of the euro against certain foreign currencies, in particular the Russian ruble and the Japanese yen, our products priced in euros and sold in certain jurisdictions, in particular Russia and Japan, became

87 relatively more expensive and thereby negatively affected the demand for our products by customers in those countries.

EMEA In EMEA, revenue from external customers decreased by A104,420 thousand, or 29.9%, from A348,983 thousand in 2008 to A244,563 thousand in 2009. The decrease in revenue was primarily due to the negative impact of the global financial crisis on our customers in EMEA, which reduced demand from all our major EJT and DS customers. In addition, the relative strength of the euro against certain foreign currencies negatively affected our sales of products priced in euros to customers outside EMEA by making our products relatively more expensive in the relevant local currency.

Americas In Americas, revenue from external customers decreased by A24,311 thousand, or 26.3%, from A92,432 thousand in 2008 to A68,121 thousand in 2009. The decrease in revenue was primarily due to the negative impact of the global financial crisis on our major EJT customers in Americas, especially those customers manufacturing passenger vehicles and commercial vehicles.

Asia Pacific In Asia Pacific, revenue from external customers increased by A922 thousand, or 5.7%, from A16,188 thousand in 2008 to A17,110 thousand in 2009. The increase in revenue, both from existing customers and from new projects in Asia Pacific, was primarily due to the growth in these markets which continued, albeit at a slower pace despite the global financial crisis. In this regard, we benefited from our continued strategic focus to expand our presence in the Asia Pacific region, in particular China.

Raw Materials and Consumables Used Raw materials and consumables used decreased by A59,436 thousand, or 29.2%, from A203,411 thousand in 2008 to A143,975 thousand in 2009. This change in raw materials and consumables used largely mirrored the decrease in our revenue due to the global financial crisis. Following increasing raw materials and consumables prices at the beginning of 2008, these prices declined in the fourth quarter of 2008. In 2009, price levels for raw materials and consumables used (including alloy surcharges) remained largely stable. However, through renegotia- tions with our suppliers, we were able to achieve purchasing cost reductions on a per-unit basis in 2009 which had a slightly positive effect.

Gross Margin Gross margin decreased by A68,926 thousand, or 27.4%, from A251,359 thousand in 2008 to A182,433 thousand in 2009, corresponding to an increase from 54.9% of revenue in 2008 to 55.3% in 2009. The absolute decrease in gross margin was slightly less pronounced than the decrease in revenue. The relative improvement of gross margin as a percentage of revenue was primarily due to our ability to increase our prices and to pay lower prices for raw materials in certain parts of our business.

Other Operating Income Other operating income increased by A3,889 thousand, or 83.3%, from A4,671 thousand in 2008 to A8,560 thousand in 2009, corresponding to an increase from 1.0% of revenue in 2008 to 2.6% in 2009. The increase in other operating income was primarily due to operational currency gains, earnings from foreign exchange derivatives and profits from the disposal of fixed assets, especially the sale of properties after the closure of facilities in 2009. The following table provides an overview of selected categories of our other operating income: For the years ended December 31, 2009 2008 (audited, E thousand) Currency gains operational ...... 2,502 — Other income from disposal of fixed assets ...... 1,751 72 Foreign exchanged derivatives...... 713 (330) Others ...... 3,594 4,929 Total ...... 8,560 4,671

88 Other Operating Expenses Other operating expenses decreased by A11,110 thousand, or 17.2%, from A64,630 thousand in 2008 to A53,520 thousand in 2009, corresponding to an increase from 14.1% of revenue in 2008 to 16.2% in 2009. The absolute decrease in other operating expenses was mainly due to reduced expenses for temporary workforce and reduced external maintenance costs as a result of lower production capacity utilization rates in 2009. The reduction of the temporary work force, primarily in Germany, at an early stage of the global financial crisis, was an important factor in helping us to mitigate the negative impact of the significant decrease in sales volume. However, our other operating expenses as a percentage of revenue increased in 2009 because we were not able to reduce other operating expenses to a degree that would have fully offset the effect of the decline in sales. The following table provides an overview of our other operating expenses: For the years ended December 31, 2009 2008 (audited, E thousand) Consulting and Marketing ...... (11,279) (11,108) Other administration expenses ...... (10,468) (11,778) Freights ...... (7,124) (9,394) Rentals ...... (4,087) (3,833) Currency losses operational ...... (3,401) (85) Expenses for temporary workforce ...... (3,097) (9,990) Research & Development ...... (2,741) (2,484) Travel and entertaining ...... (2,515) (3,399) Vehicle costs ...... (2,032) (2,297) Maintenance (external) ...... (1,844) (3,328) Commission payable ...... (1,541) (2,238) Insurances ...... (1,240) (1,385) Non-income related taxes ...... (755) (1,599) Others ...... (1,396) (1,712) Total ...... (53,520) (64,630)

Employee Benefits Expense Employee benefits expense decreased by A17,305 thousand, or 13.5%, from A128,597 thousand in 2008 to A111,292 thousand in 2009, corresponding to an increase from 28.1% of revenue in 2008 to 33.7% in 2009. The absolute decrease in employee benefit expense was primarily due to a significant reduction in the number of employees, voluntary reductions of working hours, utilization of short-time work, reductions of overtime and voluntary salary cuts of employees and management. However, this decrease in employee benefits expense was partly offset by one-time restructuring costs primarily related to severance expenses paid to employees affected by plant closures. Severance and other termination payments to employees are included in the restructuring costs shown for 2009. The increase in employee benefit expense as a percentage of revenue from 28.1% in 2008 to 33.7% in 2009 was primarily due to these restructuring costs.

EBITDA EBITDA decreased by A36,622 thousand, or 58.3%, from A62,803 thousand in 2008 to A26,181 thousand in 2009, corresponding to a decrease from 13.7% of revenue in 2008 to 7.9% in 2009. The decrease in EBITDA was primarily due to the decrease of our revenue and the restructuring costs incurred from the closure of plants and a reduction of our workforce as part of the restructuring measures taken in 2009.

Adjusted EBITDA Adjusted EBITDA decreased by A26,477 thousand, or 33.3%, from A79,520 thousand in 2008 to A53,043 thousand in 2009, corresponding to a decrease from 17.4% of revenue in 2008 to 16.1% in 2009. Our Adjusted EBITDA for this period decreased because we were able to reduce the costs (apart from those to be taken into account in calculating Adjusted EBITDA) to almost the same degree that our revenue decreased. Notwithstanding our increased revenues in Asia Pacific, our Adjusted EBITDA in Asia Pacific prior to consolidation decreased by A184 thousand, or 18.0%, from A1,021 thousand in 2008 to A837 thousand in 2009 primarily due to restructuring

89 costs and investments to expand our regional footprint in India and China which partly offset the increase in revenue.

Depreciation Depreciation decreased by A607 thousand, or 3.3%, from A18,153 thousand in 2008 to A17,546 thousand in 2009. Depreciation decreased primarily because we expended a smaller amount for investments in 2009 than in 2008.

EBITA EBITA decreased by A36,015 thousand, or 80.7%, from A44,650 thousand in 2008 to A8,635 thousand in 2009, corresponding to a decrease from 9.8% of revenue in 2008 to 2.6% in 2009. This decrease in EBITA was primarily due to restructuring costs incurred in 2009 in response to the global financial crisis.

Adjusted EBITA Adjusted EBITA decreased by A25,870 thousand, or 40.2%, from A64,386 thousand in 2008 to A38,516 thousand in 2009, corresponding to a decrease from 14.1% of revenue in 2008 to 11.7% in 2009. The decrease in Adjusted EBITA from 2008 to 2009 was not as pronounced as the decrease in EBITA during the same period because we were able to reduce costs (apart from those to be taken into account in calculating Adjusted EBITA) through restructuring and our Global Excellence Program to a degree that nearly offset the effect of the decrease in revenue.

Amortization Amortization increased by A1,442 thousand, or 37.4%, from A3,855 thousand in 2008 to A5,297 thousand in 2009.

Impairment of intangibles In 2009, we recorded an impairment of intangibles in the amount of A2,782 thousand relating to a patent. In 2008, an impairment of goodwill in the amount of A21,132 thousand was recorded due to the write-down of the carrying amount of our CGU Americas to their recoverable amount as a result of the global financial crisis. No impairment charges were necessary for the CGU EMEA and CGU Asia Pacific in 2008, since the expected recoverable amount of both CGUs substantially exceeded their respective carrying amounts.

Operating Profit Operating profit decreased by A19,107 thousand, or 97.2%, from A19,663 thousand in 2008 to A556 thousand in 2009, corresponding to a decrease from 4.3% of revenue in 2008 to 0.2% in 2009. This decrease in operating profit was primarily due to the decrease in gross margin which was partly offset by a decrease in employee benefits expense, other operating expenses and impairment of intangibles.

Financial Income Financial income decreased by A3,386 thousand, or 47.1%, from A7,182 thousand in 2008 to A3,796 thousand in 2009, corresponding to a decrease from 1.6% of revenue in 2008 to 1.2% in 2009. This decline was primarily due to both the decrease of other finance income and smaller gains on interest-rate swaps in 2009 than in 2008.

Financial Costs Financial costs decreased by A27,276 thousand, or 52.1%, from A52,380 thousand in 2008 to A25,104 thousand in 2009, corresponding to a decrease from 11.4% of revenue in 2008 to 7.6% in 2009, primarily due to lower interest on bank borrowings, smaller losses from foreign-exchange-related financing activities and larger gains on interest rate swap contracts released from the hedging reserve in equity.

Loss before Income Tax Loss before income tax decreased by A4,783 thousand, or 18.7%, from A25,535 thousand in 2008 to a loss of A20,752 thousand in 2009. The decrease was primarily due to a decrease of our financial costs and lower impairment of intangibles in 2009 compared to 2008 despite a lower EBITDA.

90 Income Taxes Income taxes decreased by A6,609 thousand, from taxes owed of A3,884 thousand in 2008, to a tax credit of A2,725 thousand in 2009. This decrease in income taxes was primarily due to a lower amount of tax losses for which no deferred tax asset was recognized in 2009 and the absence in 2009 of the non-tax deductible impairment of goodwill recognized in 2008.

Net Loss for the Year Net loss for the period decreased by A11,392 thousand, or 38.7%, from A29,419 thousand in 2008 to a net loss of A18,027 thousand in 2009. This improvement in net loss was primarily due to an income tax credit in the amount of A2,725 thousand and the fact that the decrease in financial costs more than offset the decreases in operating profit and financial income.

Goodwill Goodwill decreased by A1,820 thousand, or 0.9%, from A204,609 thousand in 2008 to A202,789 thousand in 2009. The decrease in the position of goodwill in 2009 was primarily due to currency effects.

Intangible Assets Intangible assets decreased by A6,189 thousand, or 10.7%, from A57,608 thousand in 2008 to A51,419 thousand in 2009. The decrease in the position of intangible assets in 2009 was primarily due to an impairment on patents in the amount of A2.8 million and regular amortisation.

Property, Plant and Equipment Property, plant and equipment decreased by A8,180 thousand, or 9.0%, from A91,238 thousand in 2008 to A83,058 thousand in 2009. The decrease in the position of property, plant and equipment in 2009 was primarily due to a lower amount of machineries as a result of the restructuring activities in 2009.

Inventories Inventories decreased by A9,326 thousand, or 17.3%, from A54,026 thousand in 2008 to A44,700 thousand in 2009. The decrease in the position of inventories in 2009 was primarily due to the decrease in revenue in 2009 compared to 2008.

Trade Receivables and Other Receivables Trade receivables and other receivables decreased by A3,726 thousand, or 7.6%, from A49,227 thousand in 2008 to A45,501 thousand in 2009. The decrease in the position of trade receivables and other receivables in 2009 was primarily due to the decrease in revenue in 2009 compared to 2008.

Trade Payables Trade payables increased by A11,375 thousand, or 61.2%, from A18,578 thousand in 2008 to A29,953 thousand in 2009. The decrease in the position of trade payables in 2009 was primarily due to prolonged payment terms.

Total Equity Total equity decreased by A20,998 thousand, or 34.9%, from A60,126 thousand in 2008 to A39,128 thousand in 2009. The decrease in the position of total equity in 2009 was primarily due to the loss for the year in 2009 in the amount of A18.0 million.

LIQUIDITY AND CAPITAL RESOURCES Overview Financing Structure Before the Offering We have historically financed our capital expenditures and working capital requirements through a combination of cash flow from operating activities and bank borrowings. The most important components in our financing structure have been two Group-wide syndicated loan agreements, the Senior Facilities Agreement and the Mezzanine Facility Agreement, that we concluded with a consortium of international banks. These syndicated loan agreements were signed on November 12, 2007.

91 As part of the Senior Facilities Agreement we have available a credit line of A64.0 million to provide liquidity. As of December 31, 2010, we had utilized this credit line for guarantees in an amount of A18.5 million. In addition, A3.4 million were allocated in the form of ancillary facilities to certain Group companies. Our usage of these ancillary facilities has varied. See “Business—Material Contracts—Senior Facilities Agreement”

The aggregate amount outstanding under the Mezzanine Facility Agreement as of December 31, 2010 was A53.51 million, which included accrued interest to be paid in kind on the amount outstanding up to that date. See “Business—Material Contracts—Mezzanine Facility Agreement”.

In addition, the 3i Funds granted a shareholder loan to NORMA Group Holding GmbH in an initial principal amount of A34.7 million, accruing interest at a rate of 10% per annum and having a final maturity on December 31, 2016. Pursuant to a contribution and amendment agreement dated as of December 31, 2007, this shareholder loan was reduced by an aggregate of A30.0 million, to a remaining principal amount of A4.7 million. The annual interest payments are capitalized until the final repayment date on December 31, 2016. As of December 31, 2010, the outstanding amount under this shareholder loan (including accrued interest) amounted to A11.9 million in the aggregate. See “Business—Material Contracts—Shareholder Loan Agreement”.

We intend to repay the outstanding amounts under the Mezzanine Facility Agreement, the Shareholder Loan Agreement (including accrued interest through the date of repayment) and the Senior Facilities Agreement in full. See “Reasons for the Offering and Use of Proceeds” and “Capitalization”.

Financing Structure Following the Offering

Our financing prior to the offering has been provided largely by long-term financing instruments that are split into various tranches with different maturity dates.

Some of our subsidiaries are direct borrowers under the syndicated loan agreements described above. Other subsidiaries obtain their financing from intercompany loans provided by other Group companies. All major Group companies are liable for the obligations under the syndicated credit lines and have pledged substantial parts of their assets as security in favor of the lenders under the Senior Facilities Agreement and the Mezzanine Facility Agreement.

The loans and other debt instruments under the Senior Facilities Agreement and the Mezzanine Facility Agreement shall be refinanced, inter alia, with utilizations under the New Facilities Agreement. Under the New Facilities Agreement, guarantees will be granted by the Company each material company, each borrower and any other company to the extent necessary to comply with the guarantor coverage covenant and first ranking security over the issued share capital of the German material companies and of the initial borrowers and of any other material company (other than the Company) and of other companies to the extent necessary to comply with the guarantor coverage covenant will be granted, subject in each case to the agreed security principles. The New Facilities Agreement will also provide for a mechanism to have the security granted (other than the guarantees) released during the lifetime of the New Facilities Agreements if certain conditions are fulfilled.

The loans to be made available under the New Facilities Agreement are subject to certain customary conditions precedent, which still need to be satisfied and it is intended to satisfy those conditions at the latest shortly after the occurrence of the offering.

Funding of Investments and Acquisitions

We have historically financed our acquisitions primarily with funds that were set aside in the current syndicated loans for funding acquisitions and available cash. In addition, to fund the acquisition of R.G. Ray in 2010, certain shareholders of the Company contributed a total of A15.0 million to the Company’s capital reserves in accordance with the shareholders’ resolution dated April 23, 2010.

Since our asset light business model requires, in general, low capital expenditures, we have financed our investments primarily with available cash from the cash flow of our Group. We expect to be able to continue funding our operating activities and investments in property, plant and equipment from cash provided by operating activities.

92 Historical Consolidated Cash Flow The following table summarizes our cash flow for the periods indicated: For the years ended December 31, 2010 2009 2008 (audited, E thousand) Profit/Loss for the year ...... 30,258 (18,027) (29,419) Depreciation and amortization ...... 25,428 22,843 22,008 Intangibles impairment charge ...... — 2,782 21,132 Gain (Ϫ) /Loss on disposal of property, plant and equipment ...... (34) (1,519) (188) Change in provisions ...... (301) (1,592) (3,349) Change in deferred taxes ...... 51 (7,188) (1,530) Change in inventories, trade account receivables and other receivables . . . . . (35,918) 14,544 26,706 Change in trade and other payables ...... 23,827 11,900 (22,910) Interest paid ...... 20,180 20,140 38,253 Other non-cash expenses/income ...... (1,375) (1,891) 13,408 Net cash provided by operating activities...... 62,116 41,992 64,111 thereof interest received ...... 574 374 698 thereof income taxes paid ...... (12,232) (3,880) (7,926) Investing activities Acquisition of subsidiaries ...... (35,963) — — Purchases of property, plant and equipment ...... (17,831) (12,043) (15,004) Proceeds from sale of property, plant and equipment ...... 455 4,372 1,241 Purchases of intangible assets ...... (3,281) (3,157) (2,671) Net cash used in investing activities ...... (56,620) (10,828) (16,434) Financing activities Proceeds from capital increase ...... 15,000(1) — 1,721 Dividends paid to non-controlling/minority interests ...... (396) (109) (141) Interest paid ...... (20,180) (20,140) (38,253) Proceeds from borrowings/minorities...... 18,521 — 171 Repayment/Changes in borrowings ...... (16,401) (12,988) (3,449) Net cash used in financing activities...... (3,089) (33,237) (39,951) Net decrease/increase in cash, cash equivalents and bank overdrafts ..... 2,407 (2,073) 7,726 Cash, cash equivalents and bank overdrafts at beginning of year ...... 27,185 29,268 21,218 Exchange gains/losses on cash and bank overdrafts ...... 834 (10) 324 Cash, cash equivalents and bank overdrafts at end of year ...... 30,426 27,185 29,268

(1) Certain Existing Shareholders have paid into the capital reserves A15.0 million in order to partially fund the acquisition of R.G. Ray.

Year Ended December 31, 2010 Compared with Year Ended December 31, 2009 Net Cash provided by operating activities. Net Cash provided by operating activities increased by A20,124 thousand, or 47.9%, from A41,992 thousand in 2009 to A62,116 thousand in 2010. The increase in cash provided by operating activities in 2010 was primarily due to the following: • Our result for the year changed from an operating loss of A18,027 thousand in 2009 to an operating profit of A30,258 thousand in 2010; • Driven by growth in revenue, our change in inventories, trade account receivables and other receivables went from a positive A14,544 thousand in 2009 to a negative A35,918 thousand in 2010; and • Our change in trade and other payables increased by A11,927 thousand, or 100.2%, from A11,900 thousand in 2009 to A23,827 thousand in 2010 primarily due to higher purchase volumes in 2010 compared to 2009. Net Cash used in investing activities. Net Cash used in investing activities increased by A45,792 thousand, or 422.9%, from A10,828 thousand in 2009 to A56,620 thousand in 2010. The primary movements in our cash used in investing activities in 2010 compared with 2009 were the following: • Acquisition of subsidiaries increased to A35,963 thousand in 2010 due to the acquisitions of R.G. Ray and Craig Assembly in 2010.

93 • Purchases of property, plant and equipment increased by A5,788 thousand, or 48.1%, from A12,043 thousand in 2009 to A17,831 thousand in 2010 primarily due to the expansion of production capacity in our existing and new facilities; and • Proceeds from sale of property, plant and equipment were A455 thousand in 2010 or A3,917 thousand (89.6%), lower compared with A4,372 thousand in 2009. Net Cash used in financing activities. Net Cash used in financing activities decreased by A30,148 thousand, from A33,237 thousand in 2009 to A3,089 thousand in 2010. The primary movements in our cash used in financing activities in 2010 compared with 2009 were the following: • Proceeds from capital increased to A15,000 thousand in 2010 as a result of a capital increase by contributions of certain shareholders of the Company to the Company’s capital reserves to fund the acquisition of R.G. Ray in 2010; • Interest paid increased by A40 thousand, or 0.2%, from A20,140 thousand in 2009 to A20,180 thousand in 2010 primarily due to higher borrowings; and • Repayment/Changes in Borrowings increased by A3,413 thousand, or 26.3%, from A12,988 thousand in 2009 to A16,401 thousand in 2010. Cash, cash equivalents and bank overdrafts. Cash, cash equivalents and bank overdrafts increased by A3,241 thousand, or 11.9%, from A27,185 thousand as of December 31, 2009 to A30,426 thousand as of December 31, 2010. As of December 31, 2010, non euro denominated cash, cash equivalents and bank overdrafts amounted to the euro equivalent of A834 thousand.

Year Ended December 31, 2009 Compared with Year Ended December 31, 2008 Net Cash provided by operating activities. Net Cash provided by operating activities decreased by A22,119 thousand, or 34.5%, from A64,111 thousand in 2008 to A41,992 thousand in 2009. The decrease in cash provided by operating activities in 2009 was primarily due to the following: • Our operating loss decreased by A11,392 thousand, or 38.7%, from A29,419 thousand in 2008 to A18,027 thousand in 2009; • Our change in inventories increased by A4,402 thousand, or 89.4%, from A4,924 thousand in 2008 to A9,326 thousand in 2009. Meanwhile our change in trade accounts and other receivables decreased by A12,018 thousand, or 73.3%, from A16,399 thousand in 2008 to A4,381 thousand in 2009 and our change in other financial and non-financial assets increased by A5,165 thousand from a negative A5,017 thousand in 2008 to a positive A148 thousand in 2009; and • We experienced a change in trade and other payables of positive A11,900 thousand in 2009 compared with a negative A22,910 thousand in 2008 which was a positive change of A34,810 thousand due to lower purchase volumes in 2009 compared to 2008. Net Cash used in investing activities. Net Cash used in investing activities decreased by A5,606 thousand, or 34.1%, from A16,434 thousand in 2008 to A10,828 thousand in 2009. The primary movements in our cash used in investing activities in 2009 compared with 2008 were the following: • Purchases of property, plant and equipment decreased by A2,961 thousand, or 19.7%, from A15,004 thousand in 2008 to A12,043 thousand in 2009 because we reduced our investments in light of the global financial crisis; and • Proceeds from sale of property, plant and equipment increased by A3,131 thousand, or 252.3%, from A1,241 thousand in 2008 to A4,372 thousand in 2009 due to our plant closures in Belgium and the United States. Net Cash used in financing activities. Net Cash used in financing activities decreased by A6,714 thousand, or 16.8%, from A39,951 thousand in 2008 to A33,237 thousand in 2009. The primary movements in our cash used in financing activities in 2009 compared with 2008 were the following: • Proceeds from capital increase were A1,721 thousand lower in 2009 than in 2008 because we did not increase our capital in 2009 while in 2008 we increased our capital in connection with the acquisition of Breeze; • Interest paid decreased by A18,113 thousand, or 47.4%, from A38,253 thousand in 2008 to A20,140 thousand in 2009 due to the reduction in variable interest paid caused by higher repayments of bank borrowings; and

94 • Repayment/Changes in Borrowings increased by A9,539 thousand, or 276.6%, from A3,449 thousand in 2008 to A12,988 thousand in 2009. Cash, cash equivalents and bank overdrafts. Cash, cash equivalents and bank overdrafts decreased by A2,083 thousand, or 7.1%, from A29,268 thousand as of December 31, 2008 to A27,185 thousand as of December 31, 2009.

Capital Expenditures The following table details our capital expenditures for the fiscal years ended December 31, 2010, December 31, 2009 and December 31, 2008: For the year ended December 31, 2010 2009 2008 (audited, in E thousand) EMEA...... 14,995 7,401 11,144 Americas ...... 4,141 4,838 4,010 Asia Pacific ...... 1,976 2,961 2,521 Total segments ...... 21,112 15,200 17,675 For the year ended December 31, 2010, we had capital expenditures in the amount of A21,112 thousand, primarily relating to investments in connection with the establishment, construction or expansion of our production facilities in Serbia, Russia, Thailand and China, and the acquisition of the factory building for our facility in Slawnióv, Poland. For the year ended December 31, 2009, we had capital expenditures in the amount of A15,200 thousand, primarily relating to measures to reduce production costs in our existing facilities and to support new orders by implementing new customer platforms and customizing products. For the year ended December 31, 2008, we had capital expenditures in the amount of A17,675 thousand, with a particular focus on investments in Germany, the United States, Poland and China. The capital expenditures were primarily used to reduce our production costs, for maintenance and safety, as well as for customer projects.

Investments Our key investment projects from 2008 until the date of this prospectus include the following: • Establishment and expansion of facility in Monterrey, Mexico. We expanded our local footprint in the Americas by establishing a new plant in Monterrey, Mexico in 2008 for approximately A0.6 million to which we transferred our U.S. production for fluid handling solutions from Wixom, United States. In 2010, we further extended our production capacities in Monterrey. • Construction and subsequent expansion of our facility in Qingdao, China. In 2008, we decided to expand our worldwide production capacity, in particular with regard to hose clamps and fluid products manufacturing, with the opening of a new plant in Qingdao. In 2010, we expanded our production capacities there in order to strengthen our presence in one of our important foreign markets and to service our Asian clients. Additionally, we shifted our existing Chinese production from Guangzhou and Jiangying to Qingdao. Our investment in Qingdao totaled approximately A4.5 million. • Establishment of new facility in Togliatti, Russia. We established a new production facility in Togliatti, Russia for approximately A0.2 million to build up production capacity for fluid solutions in Russia in order to meet the local demand for emission control applications, as well as technical support and services in the Russian and the Belorussian markets. The production started in July 2010. • Establishment of new facility in Bangkok, Thailand. We established a new facility in Bangkok for approximately A0.3 million, Thailand to expand our market position in the Asia Pacific. The new production facility began operating in 2010 and focuses on emission control applications for industrial customers and importers of high-technology products. The new facility complements our existing Asian operations in India, China, Singapore, Japan, Australia and other countries presently covered via distribution partners. • Acquisition of a factory building in Slawnióv, Poland. At the end of 2010, we purchased the previously rented factory building of our Polish facility in Slawnióv for a purchase price of approximately A1.9 million. In addition, we have already planned the following key investment projects: • New facility in Subotica, Serbia. We intend to expand our footprint in Eastern Europe and to further extend our European production capacities by building a new facility in Subotica, Serbia for approximately up to

95 A5.0 million. Production at the new facility is expected to start in mid 2011 and will focus on high-tech solutions for fluid transport and emission control applications for customers throughout Europe. • New production capacity in Pune, India. We are currently building a new facility in Pune for approximately up to A2.0 million to which we expect to transfer our existing Indian operations during the course of 2011. • Second facility in China. We currently plan to strengthen our manufacturing platform in China by building a second facility in China in 2012 or 2013 for approximately up to A5.0 million. The location of the new facility remains to be determined. Production will focus on fluid products for the Asian market. Since our asset light business model requires, in general, low capital expenditures, we have financed our investments primarily with available cash from the cash flow of our Group. We expect to be able to continue funding our operating activities and investments in property, plant and equipment from cash provided by operating activities.

Financial Liabilities The following table shows our financial liabilities as of December 31, 2010, broken down by type of financial instrument and time to maturity. For more information on our material financing arrangements, see “Business— Material Contracts—Senior Facilities Agreement” and “Business—Material Contracts—Mezzanine Facility Ag- reement”. As of December 31, 2010 Contractual undiscounted cash flows Carrying Less than 1to2 2to5 More than amount 1 year years years 5 years (audited, E thousand) Borrowings ...... 360,097 52,085 29,876 167,159 205,793 Trade Payables ...... 48,311 48,311 0 0 0 Finance lease liabilities ...... 894 336 222 387 0 Other financial liabilities(1) ...... 8,002 8,117 0 0 0 Total ...... 417,304 108,849 30,098 167,546 205,793

(1) Other than lease liabilities. Pursuant to a shareholder resolution expected to be passed on April 6, 2011, the Company’s share capital is expected to be decreased by redemption of all treasury shares currently held by the Company from 25,010,000 by 147,600 to 24,862,400 in the simplified procedure set forth in Section 237 para. 3 to 5 AktG and subsequently to be increased again from A24,862,400 by up to A7,894,737 to up to A32,757,137 against contribution in cash. Assuming gross proceeds of the offering of A150 million and pricing at the low-point of the price range of A19.00, 7,894,737 new shares will be issued in this capital increase, leading to the Company’s equity increasing by A138.9 million, assuming total costs to be paid by the Company of A16.2 million (due to the fact that the Company has already recognized A5.1 million of costs related to the offering in 2010). Adjusted by the effects of this capital increase, and the adjustment for the refinancing of the Senior Facilities Agreement, the ratio of shareholders’ equity to net financial debt (as defined in the above paragraph) as of December 31, 2010 amounted to 96.7%. See “Capitali- zation”.

Other Financial Liabilities The other financial liabilities of the Company as of December 31, 2010 were A8,896 thousand (A1,202 thousand as of December 31, 2009), primarily consisting of a vendor loan in the amount of A7,470 thousand and finance lease liabilities in the amount of A894 thousand as of December 31, 2010.

Contingent Liabilities As of December 31, 2010, we had no material contingent liabilities in respect of legal claims arising in the ordinary course of business. NORMA Sweden is subject of an environmental examination by Uppsala municipality’s environmental department. NORMA Sweden had to examine a sold premise. Under Swedish law the person who carried on an activity that caused pollution is deemed to be primarily responsible for remedial actions, i.e. investigations and remediation. After the examination in November 2009 the environmental department reviewed the report and

96 ordered that further tests should be made. NORMA Sweden has opposed this and so far the environmental department has not replied to their response. We do not believe that any of these contingent liabilities will have a material adverse effect on our business or financial conditions.

Commitments As of December 31, 2010, we had contracted for but not yet incurred capital expenditures in an aggregate amount of A999 thousand (December 31, 2009: A1,943 thousand) for property, plant and equipment. We lease various vehicles, property and technical equipment under non-cancellable operating lease agreements. The lease terms are between one and 10 years. There are two significant operating lease arrangements with annual lease payments of more than A200 thousand, concerning the leasing of land and buildings. One is held by NORMA Germany (non-cancellable lease term 10 years, earliest termination in 2012), the second one is held by NORMA UK (non-cancellable lease term 10 years, earliest termination in 2016). In addition, we also lease various technical equipment under cancellable operating lease agreements. We record our lease expenditure (including non-cancellable and cancellable operating leases), which amounted to A6,536 thousand in 2010 (A6,088 thousand in 2009), under “other operating expenses” in our consolidated statement of comprehensive income. The following table shows our future aggregate minimum lease payments under non-cancellable operating leases: As of As of As of December 31, December 31, December 31, 2010 2009 2008 (audited, E thousand) Less than 1 year...... 4,311 1,578 2,220 1 to 5 years ...... 8,400 2,825 3,754 More than 5 years ...... 2,710 621 663 Total ...... 15,421 5,024 6,637

Cash Management System We do not have a group wide cash pooling system. In principle, therefore, each company within the NORMA Group is responsible for ensuring its own liquidity. However, NORMA Group AG and NORMA Group Holding GmbH have entered into various intercompany loan agreements among themselves and with other companies within the NORMA Group to provide intercompany liquidity. In addition, NORMA Group Holding GmbH has entered into several framework loan agreements with certain of its direct or indirect subsidiaries, each with indefinite term, under which either party may request the other party to grant unsecured loan facilities with an interest rate pursuant to an individual loan agreement on bilateral basis to be separately concluded between the relevant Group companies from time to time.

QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK Our worldwide activities expose us to a variety of market and financial risks, as well as credit risks and liquidity risks. Our financial risk management focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. For this purpose, we use derivative financial instruments to hedge certain risk exposures. Our financial risk management is carried out by our central treasury department (the “Group Treasury”). The Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the NORMA Group’s operating units. The responsibilities and controls necessary associated with risk management are determined by the Management Board.

Market Risks Economic downturns, in particular a global economic and financial crisis such as the global financial crisis starting in 2008, may have a negative impact on our sales and gross profit in our main sales markets in EMEA, Americas and Asia Pacific. We believe that the high geographic, product, supplier and customer diversification of our business and the fact that we are primarily operating in stable market economies considerably reduce these risks. We also believe that these risks are further diversified since our customers come from many different industries.

97 In all of our primary sales markets, we face intense competition. Therefore, we work continually to improve the quality and price of our products and services. With regard to the market of clamps and connectors, we see our size in relation to many smaller competitors as a decisive advantage. We source our commodity inputs from a diverse group of about 450 suppliers around the world. Strip steel is our largest commodity group, representing about 25% of our purchases by value and fluctuations in the price of strip steel can affect our supply costs. In order to provide price stability throughout our financial year, we enter into annual contracts with our suppliers that allow us to adjust our prices with them (through alloy surchages) to take into account such price fluctuations.

Inflation The effects of inflation during the periods covered by our consolidated financial statements included in this prospectus have not been significant to our results of operations. However, in the future we may experience increased operating costs (including labor and supply costs) due to inflation, which could materially adversely affect our results of operations.

Currency Risks We operate in more than 20 different countries and generate sales revenues in more than 80 countries. As a result, we are exposed to currency exchange-rate fluctuation risk, in particular with respect to the U.S. dollar, the British Pound, the Chinese Renminbi yuan, the Polish zloty and the Swedish Crown. Currency risks arise particularly when a Group company’s monetary items or contracts for future transactions are denominated in a currency other than the local currency of that company. As of December 31, 2010, our currency risks primarily consisted of future commercial transactions amounting to net short positions of US$8.1 million (2009: US$1.5 million), GBP 2.1 million (2009: GBP 4.1 million), CNY 5.0 million, and SEK 0.4 million (2009: SEK 5.9 million) as well as a net long position of PLN 3.5 million. In addition, we have certain investments in foreign operations, whose net assets are exposed to foreign currency translations risks. These translation risks are primarily managed through borrowings in the relevant foreign currency. Changes in the exchange rates of these currencies may have positive or negative effects on the results of the Group. Hence, the Group Treasury’s risk management policy is to hedge between 50% and 85% of anticipated operational cash flows in U.S. dollar. In 2010, the effects of changes in foreign exchange rates for financial assets and liabilities denominated in foreign currencies would have been as follows: • If the U.S. dollar had weakened/strengthened by 10% against the euro, our post tax profit for the fiscal year 2010 would have been A735 thousand higher/A898 thousand lower. • If the British Pound had weakened/strengthened by 10% against the euro, our post tax profit for the fiscal year 2010 would have been A189 thousand higher/A231 thousand lower. • If the Chinese renminbi yuan had weakened/strengthened by 10% against the euro, our post tax profit for the fiscal year 2010 would have been A452 thousand higher/A552 thousand lower. • If the Polish złoty had weakened/strengthened by 10% against the euro, our post tax profit for the fiscal year 2010 would have been A317 thousand lower/A388 thousand higher. • If the Swedish Crown had weakened/strengthened by 10% against the euro, our post tax profit for the fiscal year 2010 would have been A35 thousand higher/A42 thousand lower. In 2009, the effects of changes in foreign exchange rates for financial assets and liabilities denominated in foreign currencies would have been as follows: • If the U.S. dollar had weakened/strengthened by 10% against the euro, our post tax profit for the fiscal year 2009 would have been A94 thousand higher/A115 thousand lower. • If the British Pound had weakened/strengthened by 10% against the euro, our post tax profit for the fiscal year 2009 would have been A513 thousand lower/A419 thousand higher. • If the Swedish Crown had weakened/strengthened by 10% against euro, our post tax profit for the fiscal year 2009 would have been A63 thousand lower/A52 thousand higher.

98 Interest Rate Risks

Interest rate risk reflects our exposure to changes in market interest rates. This risk can materialize on the form of changes in the fair values of fixed-interest financial instruments or in changes in the cash flows of variable interest-rate financial instruments. We attempt to determine the optimal structure of variable and fixed interest rates as part of our interest rate risk management. It is not possible to simultaneously minimize both kinds of interest rate risk.

Our interest rate risk arises from several long-term borrowings. These borrowings were issued at variable interest rates and expose us to cash flow interest rate risks which are partially offset by hedges (interest rate swaps). It is our policy to maintain 70% of our borrowing in fixed rate instruments.

In 2010, the effects of changes in interest rates for bank borrowings with variable interest rates and for interest rate swaps included in hedge accounting would have been as follows:

• At 31 December 2010, if the interest rates of such borrowings denominated in euro had been 100 basis points higher/lower, our post tax profit for the fiscal year 2010 would have been A528 thousand lower/higher and other comprehensive income would have been A37 thousand higher/A24 thousand lower.

• At 31 December 2010, if the interest rates of such borrowings denominated in euro had been 100 basis points higher/lower, our post tax profit for the fiscal year 2010 would have been A417 thousand lower/higher and other comprehensive income would have been A220 thousand higher/A36 thousand lower.

In 2009, the effects of changes in interest rates for bank borrowings with variable interest rates and for interest rate swaps included in hedge accounting would have been as follows:

• At December 31, 2009, if the interest rates of such borrowings denominated in euro had been 100 basis points higher/lower, our post tax profit for the fiscal year 2009 would have been A476 thousand lower/higher and our other comprehensive income would have been A30 thousand higher/A15 thousand lower.

• At December 31, 2009, if the interest rates of such borrowings denominated in U.S. dollar had been 100 basis points higher/lower, our post tax profit for the fiscal year 2009 would have been A368 thousand lower/higher and our other comprehensive income would have been A55 thousand higher/A19 thousand lower.

Credit Risks

Credit risk is the risk that our counterparties will fail to meet their obligations arising from operating activities and from financial transactions. Our credit risk primarily arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The aggregate carrying amounts of financial assets represent the maximum default risk.

We monitor our credit risk on a group wide basis. To minimize the credit risk from operating activities and financial transactions, each counterparty is assigned a credit limit, the use of which is regularly monitored. Default risks are continuously monitored in the operating business. Due to our heterogeneous customer structure, we have not experienced a customer risk concentration with regard to our operating business.

Liquidity Risk and Hedging Activities

Liquidity risk is the risk that we may become unable to meet our contractual payment obligations as they fall due. We manage this risk through a strategy that calls for us to maintain sufficient cash and marketable securities, to secure the availability of funding through committed credit facilities on adequate volume and to have the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Group Treasury maintains flexibility in funding by maintaining availability under committed credit lines. As of December 31, 2010, an undrawn borrowing facility in the amount of A46 million has been available (December 31, 2009: A55 million) for future operating activities and to settle capital commitments.

To ensure sufficient liquidity, we monitor our reserves of cash and cash equivalents on an ongoing basis, taking into consideration our Group’s business performance, planned investments and redemption of capital.

99 We actively hedge against the Group’s currency risks using derivative financial instruments designed for this purpose. The fair values of derivative financial instruments are shown in the table below:

As of As of As of December 31, 2010 December 31, 2009 December 31, 2008 Assets Liabilities Assets Liabilities Assets Liabilities (audited, in E thousand) Interest rate swaps—cash flow hedges ...... 0 5,550 0 7,968 0 0 Interest rate swaps—held for trading ...... 0 0 0 0 0 7,292 Foreign exchange derivatives—held for trading . . 0 0 22 22 166 730 Total ...... 0 5,550 22 7,990 166 8,022 thereof: Non-current portion ...... 0 0 0 7,968 0 6,638 Interest rate swaps—cash flow hedges . . . 0 0 0 7,968 0 0 Interest rate swaps—held for trading .... 0 0 0 0 0 6,638 Foreign exchange derivatives—held for trading ...... 0 0 0 0 0 0 Current portion ...... 0 5,550 22 22 166 1,384

Capital Risk Management

Our Group’s objectives when managing capital are to ensure that we continue to be able to repay our debt and remain financially sound.

Under our current financing arrangements, the Senior Facilities Agreement and the Mezzanine Facility Agreement, which will both be repaid following this offering, we are subject to certain financial covenants such as total interest cover, total net debt cover, cash flow cover and certain capital expenditure requirements, which are monitored on an ongoing basis. These financial covenants are based on our Group’s consolidated financial statements in accordance with HGB. With regard to capital risk management, we manage our net debt on the basis of HGB accounts.

The covenant with respect to total net debt cover, which is defined as total net debt divided by consolidated EBITDA, requires us to maintain a total net debt cover not to exceed 4.5 (2009: 5.1). As of December 31, 2010, our total net debt cover ratio was 3.15 (2009: 5.0). There have been no covenant breaches in 2008, 2009 and 2010.

Under the New Facilities Agreement, the financial covenants will be limited to net debt cover and interest cover 1 to be tested quarterly on a rolling 12-month basis, as well as an equity ratio tested on an annual basis starting with the annual financial statements for the year ending on 31 December 2011. The net debt cover covenant will require us to maintain a net debt cover not exceeding 3.50:1 for any testing periods ending in the first 12 months following the floatation date and not exceeding 3.0:1 for any testing period ending thereafter. The interest cover covenant will require us to maintain an interest cover no less than 4.0:1 for any testing period. The equity ratio will have to be, at least, 27.5% for the financial year ending on 31 December 2011 and for any financial year ending thereafter 30%.

These financial covenants are based on our Group’s consolidated financial statements in accordance with IFRS, with certain adjustments pursuant to the New Facilities Agreement. In the event of a breach of a covenant, the loans and other debt instruments made available under the New Facilities Agreement may, but need not, be accelerated by the lenders if the breach is not remedied.

CRITICAL ACCOUNTING POLICIES

Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that are the basis for our consolidated financial statements. Our critical accounting policies, the judgments we make in the creation and application of these policies, and the sensitivities of reported results to changes in accounting policies, assumptions and estimates are factors to be considered along with our consolidated financial statements. For additional information, see the notes to our consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009, included in this prospectus beginning on page F-7 and F-59, respectively.

100 Recoverability of Goodwill and Other Intangible Assets

Intangible assets, including goodwill and trade names, represent a significant part of the total assets of our Group. At December 31, 2010, 2009 and 2008, the carrying amount of goodwill and non-regularly amortizable intangible assets with indefinite useful lives was A301,019 thousand, A254,208 thousand and A262,217 thousand, respectively. This represented 52.0%, 54.1% and 52.5%, respectively, of our total assets.

Assets that have an indefinite useful life, which are not subject to scheduled amortization, are tested for impairment at least annually. Impairment exists when the carrying amount of an asset exceeds the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. The fair value less costs to sell is the best-possible estimate of the amount for which the asset would be acquired by a third-party in an arm’s length transaction less the estimated costs of disposal. The value in use is calculated by discounting estimated future cash flows expected to be derived from an asset with a risk-adjusted discount rate (weighted average cost of capital, “WACC”). The WACC is the average cost of debt and equity funding weighted by the proportion of the capital structure that the fair values of those two components constitute. If the carrying amount of an asset is higher than its recoverable amount, the asset is immediately written down to this amount.

If the recoverable amount of an individual asset cannot be reliably established, the recoverable amount of the CGU, identified according to geographical areas (EMEA, Americas or Asia Pacific), to which the asset belongs is established and compared with the carrying amount of the CGU. Goodwill is tested for impairment regularly, at least annually, after completion of the annual budget process by comparing the carrying amount of the relevant group of CGUs with their recoverable amount. In addition, goodwill is tested for impairment at Group level as certain assets and cash flows can only be attributed to the Group as a whole. For the goodwill impairment test, the operating segments of the segment reporting were identified as the relevant groups of CGUs.

The fair value less costs to sell is taken as the recoverable amount. This amount is determined on the basis of a recognized company valuation model. Our company valuation model is based on cash flow plans which are in turn based on a five-year plan approved by the management and applicable at the date of the performance of the impairment test. The planned cash flows are based on the management’s past experience and expectations about the future market developments. Cash flows beyond the five-year period are extrapolated using estimated perpetual growth rates which are set out in our financial statements. If the carrying amount of a segment exceeds the recoverable amount, an impairment loss is recognized for the difference. In this case, the goodwill of the relevant segment is first written down. Any remaining impairment is allocated to the assets of the segment in proportion to the net carrying amounts of the assets on the balance-sheet date. The carrying amount of an individual asset must not be less than the highest of fair value less costs to sell, value in use (both in as far as they can be established) and nil.

Income Taxes

The Company is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred Income Tax Assets

Deferred income tax assets are recognized for (i) all deductible temporary differences to the extent that future taxable income will be available against which such assets may be relieved, or (ii) for tax losses carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable.

We did not recognize deferred income tax assets in respect of deductible temporary differences as of December 31, 2010 (December 31, 2009: A1,040 thousand). However, we did not recognize deferred income tax assets in respect of losses amounting to A2,914 thousand at December 31, 2010 (December 31, 2009: A4,366 thousand) that can be carried forward against future taxable income because these amounts did not meet the management’s expectation.

Taxable temporary differences amounting to A13,663 thousand as of December 31, 2010 (December 31, 2009: A2,292 thousand) associated with investments in subsidiaries were not recognized as deferred tax liabilities because the respective parent is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

101 Consolidation The companies we acquire are fully consolidated from the date on which we have the right to control their financial and operating policies, which is generally the case when we own shares of more than 50% of the voting rights. To account for the companies we acquired, we use the purchase method of accounting. Thus, the costs of any acquisition are measured as the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the costs of any acquisition exceeding the fair value of our share of the identifiable net assets acquired is recorded as goodwill. If the cost of an acquisition is less or more than the fair value of the net assets of the company or business acquired, the difference is recognized directly in profit or loss.

INFORMATION FROM THE UNCONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH HGB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 Some information from the audited unconsolidated financial statements of the Company prepared in accordance with the HGB as of and for the fiscal year ended December 31, 2010 is presented below. The HGB financial statements are included on pages F-129 et seq. in the financial section. As of December 31, 2010, the total assets of the Company amounted to A98,084 thousand, as determined on an unconsolidated basis in accordance with the HGB, compared to A83,801 thousand as of December 31, 2009. The Company generated a net loss for the 2010 fiscal year in the amount of A151 thousand, compared to a net loss of A42 thousand for the 2009 fiscal year.

102 INDUSTRY

SOURCES OF INFORMATION PRESENTED IN THIS SECTION There is only limited publicly available information regarding our industry. Certain statements below are based on the Company’s own proprietary information, insights, opinions or estimates, and not on any third-party or independent source; these statements contain words such as “we believe”, “we estimate” and “in our view”, and as such do not purport to cite to or summarize any third-party or independent source and should not be so read.

OVERVIEW OF THE GLOBAL MARKET FOR ENGINEERED JOINING TECHNOLOGY Products Joining technology in general covers a wide variety of products that serve to connect elements of larger systems or end products. The overall market for joining technology, broadly construed, is far broader than the product areas in which we are active, and includes products such as nuts, bolts, screws, nails, adhesives, vices and clamps of all descriptions. The relevant global joining technology market in which our business is present, defined herein as the engineered joining technology market, includes clamps, connectors and fluid conveyance systems/quick connectors and is a sub-segment of two broader global markets. The relevant market for clamps and connectors is part of the global market for fastening and joining products which comprises a wide variety of products including screws, nuts and bolts with the expected, volume of approximately aggregate US$60 billion in 2012 (Source: The Freedonia Group, “World Industrial Fasteners”, September 2008). The relevant market for fluid conveyance systems/quick connectors is part of the global market for thermoplastics which includes a wide variety of products from plastic bags to medical implants with an aggregate volume of approximately A350 billion in 2010 (Source: management estimate based on own information and sources including Plastics Europe Market Research Group, “Business Data and Charts 2009”, November 2009; Kunststoff Information, “Polymerpreise—Preise Standard-Thermoplaste in EUR/t”, December 2010/January 2011). Clamps, connectors and fluid conveyance systems/quick connectors are used for a broad range of end-applications by customers in a diverse range of end markets globally. Clamps are made of mild and stainless steel and are used to join and seal primarily elastomeric (for example, rubber) hoses. Connectors are generally made of mild and stainless steel and contain elastomeric gaskets for sealing. They are used to connect and seal metal and thermoplastic pipes. Fluid conveyance systems/quick connectors are specialised thermoplastic fluid-handling and quick-connect solutions that speed up assembly, securely transfer liquids or gases, and partially replace conventional products like elastomeric hoses. For example, a fluid conveyance system may replace a complex series of hoses and hose connectors with a more simple and elegant thermoplastic system that accomplishes the same purpose more efficiently. We believe that thermoplastic solutions are suitable to replace a majority of the elastomeric hoses in vehicle and industrial applications. Based on our many years of experience in these markets, we estimate that engineered joining technology products typically cost no more than between 0.1% and 0.5% of the price of the end product in which they perform their joining role. Nonetheless, they are typically “mission-critical” to the performance of the end product, making a high impact on the proper functioning, reliability and quality of the end product. If one joint fails, the damage can be multiple times higher than the price of our products. We believe that these considerations make performance, reliability and quality the key purchasing criteria for customers in the end markets for engineered joining technology, enabling premium pricing. We sell our engineered joining technology products and solutions through two distinct ways to market which allow us to optimally address two different sets of customer requirements: Engineered Joining Technology (“EJT”) and Distribution Services (“DS”). Within EJT, we sell directly to end-customers customized joining technology products that are developed to meet a customer’s specific application requirements. Within DS, we sell to a wide range of distributors a variety of branded, standardized and high-quality products.

End Markets and Applications The core customer end markets for our engineered joining technology products in our EJT way to market include the markets for agricultural equipment, commercial vehicles, construction equipment, engines, and passenger vehicles. Within each of these end markets, our engineered joining technologies can be used across a variety of applications, for example emission control systems, cooling systems (including cooling circuits, transmission cooling, steering cooling, heating circuits and air conditioning systems), air intake and induction (including fresh air and natural aspiration, turbocharger inlets and outlets, and intercooler connections), and ancillary systems (including oil transportation, hydraulic clutch connections, and retaining systems).

103 In addition to these core markets, we have also identified several markets as secondary markets—markets in which we currently have lower levels of revenues, but in which we believe our business has an opportunity to expand significantly in the medium-term. These secondary markets include aviation, chemical, construction, defense, drainage, food & beverage, machine building, mining, pumps & filters, railway, ships & boats, water and white goods. In white goods, engineered joining technology products are typically used along the water circuit in dishwashers and laundry appliances. Aviation application areas usually include engineered joining technologies incorporated in interiors (including seats, lavatories, and galleys), engines, hydraulic connections, drainage, and general fixation. For construction, engineered joining technology is typically used on drainage pipes, as well as for plumbing, wastewater systems, fresh water supply and irrigation applications.

In our DS way to market, end markets include distributors; the OEM aftermarket; maintenance, repair and operations businesses; and various industries. Our many thousands of different DS products have a broad range of applications within each of these end markets.

MARKET AND INDUSTRY TRENDS

We believe there are multiple layers of potential future growth for the engineered joining technology market. While global GDP growth is expected to average 4.5% per year until 2015 (Source: International Monetary Fund, “World Economic Outlook Database” (gross domestic product for 2010-2015), January/February 2011), most of our customer end markets are forecast to grow by higher annual rates (in terms of production volume) over the same period as a result of strong population growth and urbanization, GDP growth and rising industrialization, and emerging markets growth and continued globalization. For example, through 2015, average annual production volume growth is expected to be 6% in passenger vehicles and commercial vehicles, 13% in construction equipment and 5% in engines (Sources: IHS Global Insight, worldwide production data for passenger vehicles and light/heavy commercial vehicles for 2010 and 2015, December 2010; Construction/infrastructure/water management; IHS Global Insight, “Construction Outlook for World” (office, commercial, institutional) for 2010-2015, February 2011; Power Systems Research, “Industrial, Lawn and Garden, Marine and Power Engines H 10kW” for 2010-2015).

In addition, we expect technological megatrends (such as weight reduction, increasing engine efficiency and modularization of production processes) to continue to respond to global megatrends such as growing environmental awareness, tighter emission regulations, increasing fuel costs and increasing cost pressure for producers and to lead to changing customer requirements. We believe these changing customer requirement will cause demand for engineered joining technologies used in our customers’ end products to grow faster than the customer end markets themselves, driven by higher engineered joining technology content per customer end product (both in terms of units per end product and price per unit of engineered joining technology). Based on our analysis and our knowledge of the engineered joining technology content of our customers’ end products, we expect strong average annual growth rates in engineered joining technology content between 2010 and 2015, for example 9% for passenger vehicles, 10% for commercial vehicles, 15% for construction equipment and 9% for engines (Sources for underlying end-market production unit growth: IHS Global Insight, worldwide production data for passenger vehicles and light/heavy commercial vehicles for 2010 and 2015, December 2010; Construction/infrastructure/ water management; IHS Global Insight, “Construction Outlook for World” (office, commercial, institutional) for 2010-2015, February 2011; Power Systems Research, “Industrial, Lawn and Garden, Marine and Power Engines H 10kW” for 2010-2015).

A selection of the core and secondary EJT customer end markets that we serve is presented in the following table:

End Market Engineered Joining Production Unit Technology Market Growth Growth Engineered Joining (CAGR 2010-2015) (CAGR 2010-2015) Technology Market Customer Industry Growth in % in % (E million in 2010) Passenger vehicles(1) ...... 6 9 2,200-2,300 Commercial vehicles(1) ...... 6 10 600-700 Agricultural equipment(2) ...... 1 3 151-159 Construction equipment(3) ...... 13 15 85-89 White goods(4) ...... 5 5 40-42 Engines(5) ...... 5 9 144-159 Drainage(6) ...... 6 6 62-64

104 (1) Source for end-market production unit growth: IHS Global Insight, worldwide production data for passenger vehicles and light/heavy commercial vehicles for 2010 and 2015, December 2010. Engineered joining techonology market growth and 2010 market size based on management estimates. (2) Source for end-market production unit growth: Management estimate (including management estimate for 2015) based in part on Power Systems Research, “Agriculture Report from Enginlink, H 25kW for 2010-2015”, February 2011. Engineered joining techonology market growth and 2010 market size based on management estimates. (3) Source for end-market production unit growth: Management estimate (including management estimate for 2015) based in part on Off- Highway Research, “Global Sales by Region, 2010-2014”, February 2011. Engineered joining techonology market growth and 2010 market size based on management estimates. (4) Includes only dishwashers and home laundry appliances. Source for end-market production unit growth: Euromonitor International, “Market Sizes—Historic/Forecast—Retail Volume: Dishwashers and Home Laundry Appliances for 2010-2015”, February 2011. Engineered joining techonology market growth and 2010 market size based on management estimates. (5) Includes engines for industrial, power generation, marine, and lawn and garden use. Source for end-market production unit growth: Management estimate (including management estimate for 2015) based in part on Power Systems Research, “Industrial, Lawn and Garden, Marine and Power Engines H 10kW” for 2010-2015. Engineered joining techonology market growth and 2010 market size based on management estimates. (6) Construction/infrastructure/water management. Source for end-market production unit growth: Management estimate (including management estimate for 2015) based in part on IHS Global Insight, “Construction Outlook for World” (office, commercial, institutional) for 2010-2015, February 2011. Engineered joining techonology market growth and 2010 market size based on management estimates. In addition to our core EJT markets, distribution and aftermarket are core markets for our DS business. The markets for our DS products are highly diverse and highly fragmented in all regions of the world. We believe that in all regions of the world, with few exceptions, the companies that produce and sell products that compete with or serve similar functions as our DS products are significantly smaller than NORMA Group. Key megatrends that have implications for the relevant engineered joining technology market include: End market growth—global megatrends: • Population growth and urbanization. We believe that long-term population growth and urbanization will support the growth of engineered joining technology end markets, particularly in emerging markets. • GDP growth and rising industrialization. Similarly, we believe that rising GDP and increasing industrialization, especially in emerging markets, will also contribute to the growth of engineered joining technology end markets. • Emerging markets growth/globalization. As we expect emerging markets to grow relatively faster than other markets, we can expect this dynamic to further encourage growth in the region and drive increasing globalization of the end markets and for the relevant engineered joining technology market. We believe it will also lead to increasing customer requirements for greater product availability and stronger local presence in emerging markets. Global megatrends driving technological megatrends: • Growing environmental awareness/tighter emissions regulations. We believe that due to increasing environmental awareness, the tightening of emissions regulations will continue across all regions, with even many emerging markets switching over to the tight European and US emission regulation standards (Source: DieselNet, www.dieselnet.com/standards, February 2011). This will drive the demand for products in the end markets for engineered joining technology that provide solutions for emission reduction, space reduction and leakage reduction. This development will contribute to increasing joining technology content per customer end product. • Higher fuel costs. Similarly, crude oil prices are expected to rise between 2010 and 2013 (Source: Consensus Economics, “Energy & Metals Consensus Forecast»”, January 2011). We believe that increasing fuel costs will contribute to the trend towards greater efficiency in engines, fuel systems and other systems, alongside fuel system hybridization. We believe this will also contribute to an increase in the number and complexity of engineered joining technology content per end product across our customer end markets. • Cost pressure. We believe that cost pressure in our customer end markets will accelerate the trends towards weight reduction, modularization, reduction of assembly time and greater ease of assembly. This should also result in additional growth momentum for innovative engineered joining technologies, particularly by increasing the complexity and importance of joints and thus increasing the potential value that engineered joining techonology products and solutions can add. Especially quick connectors/thermoplastic solutions will benefit from this trend, as these products allow an easier assembly (significantly lower weight, modularization). The impact of megatrend-driven growth in engineered joining technology can be illustrated through the example of reducing emissions from engines used in passenger vehicles and commercial vehicles.

105 In a passenger vehicle diesel engine employing today’s average level of technology, the engineered joining technology content would typically represent a total cost of approximately A12 per vehicle. However, a diesel engine in a passenger vehicle meeting the Euro 4 emissions standard would typically contain an additional three to four specially designed clamps to handle the joining demands involved in employing exhaust gas recirculation and diesel particle filter technologies, representing an additional cost of approximately A6 per vehicle. Passenger vehicles meeting the more advanced Euro 5 emissions standard would additionally employ selective catalytic reduction filler/tank lines (requiring additional clamps and/or connectors) and a heated thermoplastic hose system in order to support selective catalytic reduction technology, representing an additional cost of approximately A8 per end product. Looking to the future, we believe these dynamics will continue with the employment of selective catalytic reduction and exhaust gas circulation systems applied to meet Euro 6 standards. The Euro 6 standard will become effective in early 2014 in Europe (Source: DieselNet, www.dieselnet.com/standards, February 2011). However, passenger and commercial vehicle producers are already in advanced development stages for new product generations addressing this future emission regulation standard. We believe based on our close customer collaborations and our market intelligence that Euro 6 will be a catalyst for accelerated growth in engineered joining technology in Europe going forward, with particular strong growth potential in 2012 and 2013, before coming into force in 2014. Another example for the strong growth potential for engineered joining technology is the hybridization of fuel systems. We believe that higher fuel costs will encourage the accelerated development of alternative powertrain technologies, including hybrid technologies. Hybrid engines, in turn, generally require a significantly higher number of joints to connect the conventional and electric parts of the propulsion system, resulting in additional engineered joining technology content per end-product in passenger vehicles employing hybrid engines. In addition, hybrid engines would require vehicles to be downsized, which in turn would require new engineered joining technology to be developed to withstand higher temperatures in the downsized vehicle. In general, engines that are downsized while retaining equivalent power typically require a larger number of joints than larger engines (for example, due to the addition of turbochargers, which require additional joints). The most important markets in which our Group is active did not change materially between 2008 and 2010. However, while the fundamental characteristics and relative composition of these markets did not materially change during this period, overall revenue levels in these markets did respond to the global financial and economic crisis and its recovery (as reflected, for example, in the decline and subsequent rebound of our revenues in 2009 and 2010.

COMPETITIVE LANDSCAPE Overview The relevant engineered joining technology market has an extremely fragmented global competitive landscape across the key product categories comprising clamps and connectors, on the one hand, and fluid conveyance systems/quick connectors on the other. In the clamps and connecters segment of the market, the competitive landscape is characterized by mostly small- to mid-sized producers that are active in specific product, application or regional niches. The quick connectors and fluid conveyance systems segment of the market features some larger, global players, the majority of which are focused on rubber or elastomeric products, which we do not offer. Among engineered joining technology solutions providers with a global presence in the relevant engineered joining technology market, we believe NORMA Group is the largest provider by a significant margin in the clamps and connectors market, as well as the only producer that is significantly active in each of clamps, connectors and fluid conveyance systems/quick connectors. In addition, we believe we are the largest market participant in the market for fluid conveyance systems/quick connectors with a primary focus on thermoplastic products.

Competitive Landscape in Clamps and Connectors Most players in the clamps and connectors market have a local or regional focus, with relatively few players with a truly global presence. There are a large number of companies producing clamps, connectors and metal fittings which generally tend to be relatively small companies that operate primarily or entirely within a single country or geographic region. The relatively few companies of which we are aware that have a global presence in the clamp, connect and metal fittings business are specialized and lack significant presence in the area of fluid conveyance systems/quick connectors, especially in terms of the thermoplastic fluid conveyance systems and multi- material solutions field in which we are present. We believe we are the largest provider in the clamps and connectors product areas, with a market share (albeit still small in absolute terms) significantly larger than that of our next-largest competitor in a market in which scale is an important success factor. Some of our nearest (though significantly smaller) competitors include Oetiker, Ideal,

106 Caillau, Mu¨pro, VossIndustries, Mikalor, TJBC and Straub. We believe that the largest Chinese manufacturer in the clamp and connect products area is TJBC, which had less than A25 million in revenues in 2008. We estimate that we hold global market shares of between 5% and 15% (in terms of revenues) in the relevant customer end markets that we address with our clamps and connectors.

Competitive Landscape in Quick Connect/Fluid Conveyance Systems There are several large, global players active in the fluid conveyance systems/quick connectors segment of the relevant engineered joining technology market. These larger international players include TI Automotive, Contitech, Cooper Standard, Hutchinson, Ro¨chling and Parker. Generally, these larger competitors tend to focus on product lines different from ours. In particular, a number of them (for example, Contitech) are focused mostly or exclusively on rubber or elastomeric products, which we do not offer. Those companies that we view as our more direct competitors (in the sense that they produce products similar to ours) are similar in size to, or smaller than, NORMA Group. Key small- and mid-sized competitors include Veritas, Voss Holding GmbH, Kayser Automotive, John Guest and Henn.

107 BUSINESS

OVERVIEW Offering more than 35,000 high-quality products and innovative solutions to approximately 10,000 customers around the world, NORMA Group is in our view an international market and technology leader in attractive niche markets for engineered joining technologies. We manufacture and sell a wide range of high-quality engineered joining technology products and solutions in three product categories: clamp, connect and fluid. Our clamp products and solutions are made of mild or stainless steel and used for joining and sealing primarily elastomeric hoses. Our connect product area features mild or stainless steel connectors that partly contain elastomeric or metallic gaskets and are used to connect and seal metal and thermoplastic pipes. Finally, our fluid products and solutions are mono- or multilayer thermoplastic fluid conveyance systems/quick connectors that speed up assembly, securely transfer liquids or gases, and partially replace conventional products like elastomeric hoses. While our products account for only a small percentage (typically between 0.1% and 0.5%) of the price of our customers’ end products, they nonetheless tend to be mission-critical, in that the performance, reliability and quality of the end product depends on the performance of the products and solutions we provide. Supported by our global network, including 17 manufacturing and distribution facilities, five additional sales and distribution centers and five further sales offices across EMEA, the Americas and Asia Pacific, we supply our clamp, connect and fluid products and solutions to our diverse customer base using two distinct ways to market— Engineered Joining Technologies (“EJT”) and Distribution Services (“DS”)—an approach we believe sets us apart from our manufacturing competitors and enables us to gain optimal customer access and develop essential market intelligence. In our EJT way to market, we deliver customized, engineered solutions meeting the specific application requirements of industrial OEM customers, building on our engineering expertise, deep understanding of customer requirements and demonstrated leadership in developing innovative, value-added solutions for our customers. Once our engineered joining technologies are incorporated into a customer end product, in our experience they tend to remain part of the design of such end product. Combined with the mission-critical nature of our engineered joining technologies in the performance of the end product, we believe that the strength of our reputation and customer relationships in the EJT way to market positions us to achieve strong and sustainable profitable growth going forward. Our engineered joining technology solutions in EJT have a diverse range of applications, including emissions control, cooling systems, air intake and induction, ancillary systems and infrastructure and are used in a wide variety of end markets, including agricultural machinery, commercial vehicles, construction equipment, engines, infrastructure/construction/water management, passenger vehicles, railway and other industries. EJT accounted for 66% of our revenue for the year ended December 31, 2010. In our DS way to market, we sell a wide range of high-quality, standardized engineered joining technology products for a broad range of applications through various distribution channels under our well known brands, including ABA», BREEZE», Gemi», NORMA», R.G.RAY», Serflex», Serratub», TERRY» and Torca» to customers such as distributors, OEM aftermarket customers, technical wholesalers, and hardware stores. Our DS products are sold in more than 80 countries, with product sales carried out via our own global distribution network and sales agents. Our direct and indirect DS customers comprise a different, but also highly diversified, group consisting of distributors, industrial OEMs, OEM aftermarket customers, maintenance and repair organizations, technical wholesalers, purchasing cooperatives and hardware stores around the world. Our DS way to market, we believe, benefits substantially not only from our extensive geographic presence, as well as our global manufacturing, distribution and sales capabilities, but also from our well known brands, which we believe the market associates with our Group’s reputation for engineering expertise, high quality and reliability. Our DS way to market accounted for 34% of our revenue for the year ended December 31, 2010, with generally attractive margins comparable to those in our EJT way to market. We believe our broad diversification in both EJTand DS across regions, end markets and products significantly enhances the stability of our business and enables us to capture growth potential from a wide range of distinct growth trends. Since our Group’s 2006 formation through the merger of the ABA Group with the Rasmussen Group, we have successfully grown and diversified by acquiring complementary companies and assets, for example, Breeze (in 2007) and R.G. Ray and Craig Assembly (both in 2010), which together expanded especially our U.S. presence, as well as our range of products and the variety of applications for which our product range can be used. We believe we are in a strong position to gain additional market share in the fragmented market for engineered joining technology by taking advantage of attractive organic and acquisitive growth potential in the markets we serve. Technological megatrends such as growing environmental awareness and tighter emission regulations, we believe, will lead to customer requirements for increased engineered joining technology content in our customers’

108 end products, and thus growth in engineered joining technology that exceeds the growth of the end markets in which our customers are active.

Our business comprises three geographical business segments: EMEA (Europe, Middle East and Africa), Americas and Asia Pacific. In 2010, our Group had an annual average headcount of 2,853 employees (excluding temporary workforce) worldwide (compared with 2,717 in 2009 and 3,416 in 2008), revenue of A490.4 million (compared with A329.8 million in 2009 and A457.6 million in 2008) and Adjusted EBITA of A85.4 million (compared with A38.5 million in 2009 and A64.4 million in 2008).

KEY STRENGTHS

We believe we distinguish ourselves by the following key competitive strengths:

We believe we are a global market and technology leader with strong growth prospects in attractive niche markets for engineered joining technologies

Within the highly fragmented market for engineered joining technologies, we believe our Group has strong market positions in our relevant niche markets and is distinguished by unique characteristics that put us in a strong position to take advantage of attractive market characteristics. In EJT, we believe we are the largest provider in the clamps and connectors product areas, with a market share significantly larger than that of our next-largest competitor in a market in which scale is an important success factor. We also believe we have an excellent market position in the fluid conveyance systems/quick connectors product area of EJT, even as some larger players (including some large conglomerates) are active in different parts of this market. In both EJTand DS, we believe we have the broadest global footprint in terms of regional presence, breadth of product offerings and applications, and diversity of end markets of any participant in the engineered joining technology markets in which we are active, giving us significant competitive advantages in scale and scope. With product development, application engineering, manufacturing and sales and distribution facilities in all of the regions where we operate around the world, we maintain close proximity to our end customers and, in our view, can better determine and respond to their distinct requirements than most of our competitors that have a narrower or more regional focus.

We believe the engineered joining technologies market offers especially attractive growth opportunities, for which we believe there are multiple sources of potential future growth. While global GDP growth is expected to average 4.5% per year until 2015 (Source: International Monetary Fund, “World Economic Outlook Database” (gross domestic product for 2010-2015), January/February 2011), most of our customer end markets are forecast to grow by higher annual rates (in terms of production volume) over the same period as a result of strong population growth, urbanization, rising industrialization, emerging markets growth and continued globalization. For example, through 2015, average annual production volume growth is expected to be 6% in passenger vehicles and commercial vehicles, 13% in construction equipment and 5% in engines (Sources: IHS Global Insight, worldwide production data for passenger vehicles and light/heavy commercial vehicles for 2010 and 2015, December 2010 (for passenger vehicles and commercial vehicles); Management estimate (including management estimate for 2015) based in part on Off-Highway Research, “Global Sales by Region, 2010-2014”, February 2011 (for construction equipment); Power Systems Research, “Industrial, Lawn and Garden, Marine and Power Engines H 10kW” for 2010-2015 (for engines, which includes engines for industrial, power generation, marine, and lawn and garden use). In addition, we expect technological megatrends (such as weight reduction, increasing engine efficiency and modularization of production processes) to continue to respond to global megatrends such as growing environmental awareness, tighter emission regulations, increasing fuel costs and increasing cost pressure for producers and to lead to changing customer requirements. We believe these changing customer requirement will cause demand for engineered joining technologies used in our customers’ end products to grow faster than the customer end markets themselves, driven by higher engineered joining technology content per customer end product (both in terms of units per end product and price per unit of engineered joining technology). Based on our analysis and our knowledge of the engineered joining technology content of our customers’ end products, we expect strong average annual growth rates in engineered joining technology content between 2010 and 2015, for example 9% for passenger vehicles, 10% for commercial vehicles, 15% for construction equipment and 9% for engines. We expect especially strong growth in engineered joining technology as increasingly strict emissions regulations enter into force (for example, the Euro 6 standard, which is scheduled to take effect in 2014), requiring a range of passenger vehicle, commercial vehicle and engines to find innovative solutions to make their end products more efficient and/or to reduce the emissions from such products. We believe that as a leading global player in the relevant markets, we are particularly well positioned to take advantage of this promising structural growth outlook for engineered joining technologies.

109 We achieve premium pricing through technology and innovation leadership in high-quality, “mission-critical” engineered joining technology solutions

We design and manufacture “mission-critical” engineered joining technology products and solutions that, while small in terms of cost compared with the price of the finished customer end product, are nonetheless of critical importance for the performance, quality and reliability of the end product of which they are a constituent part. The cost of our products and solutions typically ranges between 0.1% and 0.5% of the price of a complete customer end product. However, if one joint fails, the damage can be multiple times higher than the price of our product. We believe these considerations make performance, reliability and quality the key purchasing criteria for our customers. Moreover, we believe our products and solutions generate added value for our customers not only by serving critical joining functions, but also through innovative technological solutions that address continuously evolving customer requirements resulting from technological megatrends, resulting in customer requirements for reductions in emissions, leakage, weight, space and assembly time, as well as, where applicable, modularization of production processes.

As our customers’ end products become increasingly complex, we believe our technology and innovation leadership in high-quality, mission-critical engineered joining technology solutions, as indicated by our more than 250 innovations already patented and an additional 100 patent applications currently pending, is and will continue to be a key factor in enabling us to generate recognizable added value for our customers. Our technological leadership in the market is further demonstrated by our proven competence to manufacture engineered joining technology products and solutions of different materials, including steel and thermoplastics. Our multi-material competence is especially pronounced in the fluid conveyance systems segment, where we continuously launch innovative, highly customized thermoplastics products that are providing real value add for our customers. We believe the mission-critical nature of the relevant engineered joining technology products, our track record of technology and innovation leadership in setting industry standards within these product areas, our solution-oriented focus on helping customers to proactively address increasingly complex technical requirements resulting from the impact of technological megatrends on customer requirements, and the high quality and reliability of our products, as well as our strong reputation enable us to achieve premium pricing for our products and solutions.

Enhanced stability through broad diversification across products, end markets and regions

Our business is strongly diversified across products, end markets and regions, allowing us to participate in a wide range of different growth trends and enhancing our resilience to cyclicality in particular industries and regions. We serve approximately 10,000 customers worldwide, selling more than 35,000 products and solutions for a broad range of applications. Neither our EJTway to market nor our DS way to market is dependent on any single customer, nor is our Group materially dependent on any single supplier of raw materials or other production inputs. For the year ended December 31, 2010, our Group’s top five customers accounted for approximately 18%, our top six to 15 customers approximately 18%, our top 16 to 35 customers approximately 18%, and all other remaining customers approximately 45%, of our Group’s external sales. Industrial suppliers accounted for approximately 32%, distributors approximately 26%, passenger vehicle and commercial vehicle OEMs approximately 33%, and all other end markets (including agricultural equipment, aviation, construction equipment, engines, infrastructure/ construction/water management, railway and other markets) approximately 10% of our Group’s revenues for the year ended December 31, 2010. We plan to further diversify our business by expanding into additional industries and application areas, in part by transferring know-how gained in our existing EJT development projects to adjacent end markets such as ship building and pumps & filters. In DS, we plan to continue the enhancement of our distribution network, by moving further downstream, as well as adding distribution centers in new regions and new customer groups.

We are also strongly diversified geographically, selling our products into more than 80 countries. With our own global network, including 17 manufacturing and distribution facilities, five additional sales and distribution centers and five further sales offices and sales agent networks across EMEA, the Americas and Asia Pacific, we can be close and responsive to our EJT and DS customers while offering products that meet both global and local standards. For the year ended December 31, 2010, we generated 68.7% of our external revenues in EMEA, 25.2% in the Americas and 6.1% in Asia Pacific. We plan to build on our strong diversification track record, including through a strategic focus on a further expansion in emerging markets. For example, we have recently opened a significantly larger manufacturing facility in China in order to capture the expected growth potential in this market. While previously largely serving subsidiaries of American and European customers, we recently gained multiple important contracts with local Chinese customers in EJT, complemented by fast-growing local DS sales using the Gemi» brand (among others) and positioning us as a high-quality engineered joining technology provider. In addition, we have significantly expanded our activities in India in recent years including the construction of a new manufacturing

110 facility comprising local engineering capabilities, and have recently made first inroads into the important Brazilian and South Korean markets.

Two distinct ways to market providing strong customer access and market intelligence Our go-to-market approach, featuring two distinct and complementary ways to market—EJT and DS—sets us apart from our manufacturing competitors. We believe our Group benefits from four distinct types of synergies through our unique combination of well developed and wide-reaching EJT and DS capabilities. First, using our global manufacturing network to produce products for both EJT and DS enables us to benefit from significant economies of scale in production. Second, our sales into more than 80 countries around the world facilitate our understanding of various markets and enhances our proximity to our international EJT customers and our ability to anticipate and respond to their needs. Third, we benefit from being able to transfer knowledge gained in our specialized and leading-edge EJT product development to develop quality standardized products in DS under our well established brand names. Fourth, we believe EJT and DS have distinct customer requirements and success factors, which combined with each other provide our Group with an added measure of diversification and resilience. In EJT, we focus on engineered products providing individually tailored joining solutions with high value-add for customers in a wide variety of end markets. In DS, we sell high-quality standardized products through our integrated distribution channels and agent network under the well respected brands ABA», BREEZE», Gemi», NORMA», R.G.RAY», Serflex», Serratub», TERRY» and Torca» to approximately 10,000 customers in a multitude of industries worldwide. We believe we are the only manufacturer of engineered joining technologies with its own strong distribution network with a global footprint and significant exposure to emerging markets. As much as EJT customers, DS customers are focused on high-quality engineered joining technology products. As a consequence, brands identified with premium performance, as well as packaging play a very important role to maintain existing and gain new DS customers. Margin levels are generally equally attractive in both of our ways to market. We believe these four complementary features of our two ways to market give us additional flexibility and resiliency against external economic events, while allowing us to optimally serve the diverse needs of our customers around the world.

Significant growth and value creation opportunity through synergistic acquisitions Since the formation of our Group through the merger of the ABA Group with the Rasmussen Group in 2006, we have taken advantage of the fragmentation of the engineered joining technologies market by complementing our organic growth with selected acquisitions. In selecting and evaluating acquisition targets, we especially focus on addressing “white spots” in our product portfolio and global footprint (including acceleration of our ramp-up in markets we view as key for expansion), increasing customer access, strengthening our product portfolio and realizing synergies. For example, we significantly extended our American presence with acquisitions made between 2007 and 2010. In 2007, we acquired Breeze, a U.S. company offering a wide range of engineered joining technology solutions for passenger vehicles, commercial vehicles, aircraft and other industrial applications. In 2010, we built on these successful acquisitions by acquiring R.G. Ray, a manufacturer of industrial clamps, and Craig Assembly, a supplier of industrial quick connectors, quick-connect components and injection-molded products. We believe we have established a strong acquisition track record, efficiently integrating our acquisitions into our global network and thus realizing substantial synergies and economies of scale. For example, following our acquisition of R.G. Ray, we were able to substantially intensify our cross-selling and optimize and streamline our production in the Americas. Additionally, we have acquired and successfully integrated a number of smaller distribution companies or their assets to enhance our customer reach in DS. We believe that the highly fragmented market will continue to offer us further promising acquisition opportunities going forward.

Proven track record of operational excellence Since 2007, we have optimized our manufacturing footprint by closing production at 13 sites and beginning production at 7 new facilities, especially in high-growth markets, by concentrating higher-volume, automated and more standardized production processes in selected, high-tech manufacturing facilities to benefit from economies of scale, while focusing lower-automation and manual-assembly-intensive production primarily in lower-cost countries. For example in Germany, production was concentrated in the highly automated locations in Maintal and Gerbershausen. Through this optimizing of production, we believe we have established a sound and cost-efficient basis for future growth with a strong and versatile manufacturing platform across EMEA, the Americas and Asia Pacific. Under our Global Excellence Program, which we launched in 2009, we have already achieved substantial cost savings, with further upside potential through currently more than 400 identified and ongoing improvement projects. Under this program, all of our operative entities have trained staff and deployed continuous improvement initiatives to reduce costs, enhance efficiency, improve margins and optimize working capital. Based on a

111 systematic approach for all business areas, management analyzes each level of our supply chain to identify ways in which intelligent supply chain management, including purchase savings, production optimization and other improvement projects, could produce efficiency gains to help reinforce our profitability. Our senior management is committed to giving these programs the benefit of regular scrutiny, reviewing them monthly to ensure they are systematic, finance-driven and effective. We believe the added cost flexibility enabled by these programs, in combination with the other competitive strengths of our business, was an important reason that our Group was able to increase its Adjusted EBITA margin in 2010.

In addition, we believe several factors enable us to benefit from comparatively low capital expenditure requirements despite the significant institutional know-how required to successfully operate our business. These factors include the limited infrastructure costs required to establish new production facilities, the in-house and cost- efficient assembly and re-tooling of key machinery, the high flexibility and scalability of our machines and output volumes, and our ability to continuously increase production efficiency of existing machinery through process optimization measures. We believe our efficient and flexible cost structure and resulting strong profitability, combined with the limited asset intensity of our business, enable us to generate attractive cash flows and cash conversion rates.

OUR STRATEGY

We strive to grow our business sustainably and to achieve above-market revenue growth, as well as strong profitability, cash flow and cash conversion. The following is a summary of the strategy we employ in furtherance of these objectives:

Exploit megatrends with innovative, mission-critical products to drive superior growth profile

We believe that in response to technological megatrends, such as growing environmental awareness and resulting tighter emission regulations, increasing fuel costs, as well as the exertion of increasing cost pressure, joints in the end products manufactured by our customers will become more numerous and more complex based on changing customer requirements in the relevant engineered joining technology markets driven by technological megatrends, such as increasing engine efficiency in response to stricter emissions regulations. This should, we believe, result in an increasing demand for engineered joining technology content per customer end product (in terms of units and price per unit of engineered joining technologies), resulting, in turn, in higher growth expectations for engineered joining technology than for the customer end markets themselves. To seize what we believe will be especially strong growth opportunities resulting from this anticipated increased demand for engineered joining technology solutions, we plan to focus on providing innovative, value-added solutions to the mission-critical joining demands that we believe will increasingly result from customers’ concerns about reduction of emissions, leakage, weight, space and assembly time, as well as compatibility with the modularized production processes some of our customers are increasingly adopting. For example, the number of clamp, connect, and fluid products solutions in internal combustion and hybrid propulsion engines should, we believe, increase as these systems become more technologically advanced. Generally, we believe there is potential to significantly enhance our growth by generating higher revenues per customer end product, and we proactively strive to identify and address additional engineered joining technology needs within existing customer end products as these products and their roles evolve.

In both developed and emerging markets, we will target customer requirements evolving in response to technological megatrends that we believe make engineered joining technology particularly mission-critical and therefore has especially strong potential to add value and enhance our growth. For example, we recently developed and successfully marketed a highly innovative fluid solution for engines, commercial vehicles and passenger vehicles, with favorable characteristics over and strong growth potential by replacing rubber-based products. With regards to addressing distinct customer requirement in different end markets, for example, we have recently developed engineered joining technology solutions to meet the needs of two distinct agricultural equipment manufacturers, one of which manufactures some of the highest-tech tractors for large farming operations primarily in developed countries, while the other produces smaller tractors for farmers in emerging markets. In the case of the developed markets manufacturer, we were able to provide solutions at the leading edge of technology to address the higher performance requirements of technologically advanced engines, while in the case of the emerging markets manufacturer, we provided a high-quality, engineered solution at an economical cost. We believe that by being close to and understanding the needs of our customers, we can provide high-quality engineered joining technology solutions that allow our customers to address and fulfill the requirements resulting from the above-mentioned megatrends in technological development. We also focus on maintaining this proximity through our product development and applications engineering processes, with regional product development centers in EMEA, the

112 Americas and Asia Pacific, and local application engineering centers to address local requirements and specifications.

Continue global expansion to benefit from regional growth opportunities Our goal is to expand our presence in existing markets and enter new emerging markets with attractive growth potentials in both EJT and DS. In the markets we currently serve, we aim to provide solutions to our existing customers for applications that do not currently contain our joining solutions (for example, through replacement of alternative solutions based on higher product performance or quality), to increase engineered joining technology content per customer end product, and to enhance roll-out of our existing products (for example, to significantly expand sales of our fluid solutions), in addition to identifying new customers. In emerging markets, we envision growth opportunities driven by increased industrial production and increasingly sophisticated engineered joining technology requirements, exploiting the manufacturing and distribution presence in these markets built up in recent years, which gives us a deep understanding of the local and regional requirements in these markets. Our key focus countries in emerging markets include Brazil, Russia, China and India, each of which is expected to show strong growth rates in industrial production between 2011 and 2015 (Source: Economist Intelligence Unit, “Industrial Production” (% change p.a.—Code DIPI), for 2010-2015). We anticipate even higher growth rates in engineered joining technology content per customer end product in these markets, since requirements are currently lower for products in developing countries than they are in next-generation products in developed countries. China, where we have already expanded our existing facility and have plans to build an additional facility, is one example of a market in which we have successfully transferred our Group’s know-how to an emerging market and established both production and distribution operations. Another example is India, where we started production in 2009 and are relocating to a larger plant in 2011. In our view, these experiences form an excellent basis for our expansion into additional markets with significant growth potential, including Brazil, Japan, South Korea, and various other countries where we have already taken initial steps toward increasing our presence.

Enter new end markets for value-added engineered joining technology with superior growth prospects We believe that by identifying additional end markets with high growth potential adjacent to the relevant engineered joining technology end markets we now serve, we can open additional avenues for growth by transferring our know-how from established end markets to new ones. Such expansion, we believe, will enhance our diversification and thus our defensive revenue profile in terms of end-market exposure. One such successful know-how transfer involved NORMA’s entry into serving the drainage end market, where we were able to modify existing connector products to the respective requirements of the new applications and launch high-performance products efficiently. In addition, we aim to build on our expertise to increase our presence in sizeable attractive end markets into which we have recently entered (including desalination and HVAC) and in which we believe there are substantial opportunities for us to add value and achieve profitable growth by developing innovative products and solutions.

Broaden and deepen customer base in Distribution Services In DS, our goal is to achieve global coverage through systematic enhancement of our own distribution network, increasing our share of revenue with existing customers and gaining new customers. We plan to expand our DS network in regions in which we presently have strong market positions, including moving further downstream closer to our end customers. We also plan to expand in regions where we see strong potential for future growth (including Brazil, Southeastern Europe, Russia, Turkey, India, China, Thailand and Southeast Asia). Additionally, we intend to expand the scope of our offerings to increasingly cover additional end-market customer groups (including construction, exhaust aftermarket, industrial OEMs, and infrastructure). In order to achieve further penetration of our existing customer accounts, we are in the process of rolling out several strategic measures, including engaging in cross-selling, expanding customer relationship management and customer loyalty programs, expanding customer incentive programs, increasing brand awareness and increasing and leveraging the goodwill of our existing brands through marketing, enhancing sales force effectiveness and increasing product availability. We also believe we can further leverage our existing distribution channels and know-how to expand our DS product portfolio. In addition, we aim to enhance our DS way to market by selling complementary third-party products (including, for example, industrial fasteners and construction products) alongside our existing products.

Continue growing the business through synergistic acquisitions Since the formation of our Group through the merger of the ABA Group with the Rasmussen Group in 2006, we believe we have established a solid track record of identifying, acquiring and integrating value-enhancing target companies and assets. Acquisitions have consistently formed a key part of our long-term strategy. We believe the

113 market for engineered joining technologies is, and will for the foreseeable future remain, fragmented, with numerous acquisition opportunities. We estimate that NORMA Group has between 5% and 15% market share (in terms of revenues) in each of the major end markets for engineered joining technologies that we serve, and that we are well positioned to take advantage of market fragmentation to be a leading consolidator in each of these markets. We carefully monitor the global engineered joining technologies market for suitable acquisition opportunities and employ stringent criteria in evaluating acquisition opportunities, including (1) whether and how the potential acquisition could close complementary “white spots” in our global coverage, product portfolio or technological know-how; (2) whether it would accelerate our ramp-up in target markets or product areas; (3) whether it would improve access to existing or new customers; and (4) whether there are potential synergies from which we can benefit, including cross-selling opportunities, operational efficiencies and the continued professionalization and rationalization of processes. We also believe that there is usually significant potential for cost synergies from our Group’s efficient operating principles when we acquire smaller companies. Once we make an acquisition, we are committed to extracting synergies and are confident based on our track record that we are in a strong position to significantly benefit from our recent and future acquisitions going forward.

Support profitability and cash flow through further continuous process and manufacturing optimization and economies of scale

We seek to build on our profitability improvements by further optimizing processes across all functional areas and regions. We believe that we are benefiting from significant economies of scale based on the large volume and our highly automated and aligned production facilities, and we actively seek to enhance these advantages going forward. With currently more than 400 institutionalized continuous improvement and process optimization measures already in place as part of our Global Excellence Program, we constantly look to improve our existing programs and to identify new programs that could contribute to increased sales, as well as efficiency and quality enhancements. For example, we employ systematic processes to help ensure we realize synergies from past and future acquisitions, to further optimize our manufacturing and logistics networks, and to expand our manufacturing footprint to keep pace with expected revenue growth. We believe these continuous improvement initiatives are important to proactively protect our business from the potential effects of inflation and increasing costs of inputs and labor in order to generate sustainable margins.

OUR BUSINESS

Products – Overview

We produce and sell clamps, connectors and fluid conveyance systems/quick connectors. In each of these market segments, we seek to differentiate our products and solutions through value-added innovation. Clamps are used for joining and sealing primarily elastomeric hoses, and are generally made of mild or stainless steel. We produce approximately 25,000 products in the clamp category. Connectors are mild or stainless steel products that also contain partially elastomeric gaskets. They are used for connecting and sealing metal and thermoplastic pipes. Our range of connectors encompasses approximately 6,000 distinct products, with distinct specifications according to factors including torsion, and temperature resistance. For the year ended December 31, 2010, slightly less than three quarters of our revenues derived from sales of clamps and connectors, with the remaining revenues deriving from sales of fluid conveyance systems/quick connectors.

Our fluid conveyance systems/quick connectors products are special mono- or multi-layer thermoplastic fluid- handling and quick-connect solutions that speed up assembly, securely transfer liquids or gases, and partially replace conventional products like elastomeric hoses. For example, fluid conveyance systems may be used to join or partially replace conventional fuel lines in certain passenger vehicles, commercial vehicles or agricultural equipment, or conventional pipes in construction or irrigation applications. We provide a wide range of approximately 4,000 different fluid conveyance systems/quick connectors. Since entering the fluid conveyance field at the beginning of the 1990s, we have been able to develop our present market share by developing a range of innovations to meet our customers’ needs. We believe competence with the materials we employ in our production and an understanding of how they fit our customers’ needs is critical. Almost all rubber-based hoses in a car are capable of being replaced by plastic solutions, and we believe that for reasons of cost and function, the market is likely to increasingly move in this direction going forward, providing us with particularly strong growth potential for these product areas. In total, across clamps, connectors and fluid conveyance systems/quick connectors, we produced approximately 1.1 billion units in 2010.

114 The following table shows the breakdown of our revenue by sales in the Clamp/Connect and the Fluid categories for the year ended December 31, 2010:

Revenue for the year ended Business line December 31, 2010(1) (E million) Clamp/Connect ...... 352 Fluid ...... 125 Others ...... 13

(1) We compile this breakdown of revenue by business line using our management IT system. The business-line breakdown represents operating data based on management estimates, not information from our audited financial statements. Accordingly, you should neither place undue reliance on this breakdown nor regard it as directly comparable with other breakdowns presented in this prospectus.

Two Distinct Ways to Market with Diverse End Markets

We sell our engineered joining technology products and solutions through two distinct ways to market which allow us to optimally address two different set of customer requirements: Engineered Joining Technology (“EJT”) and Distribution Services (“DS”). Within EJT, we sell directly to end-customers customized engineered joining technology products that are developed to meet a customer’s specific application requirements. Within DS, we sell to a wide range of distributors a variety of branded, standardized and high-quality products. We believe having these two distinct and complementary ways to market sets us apart from our manufacturing competitors, adding strong diversification to our business model while also creating synergies, enhancing customer access and giving us access to market intelligence. The following table shows the breakdown of our revenue by sales in the Clamp/Connect and the Fluid categories for the year ended December 31, 2010:

Percentage of total revenue for the year ended Way to market December 31, 2010(1) Engineered Joining Technology ...... 66 Distribution Services ...... 34

(1) We compile this breakdown of revenue by way to market using our management IT system. way to market breakdown represents operating data based on management estimates, not information from our audited financial statements. Accordingly, you should neither place undue reliance on this breakdown nor regard it as directly comparable with other breakdowns presented in this prospectus.

We reach a diverse range of customer end markets through these two distinct ways to market. The following chart shows our Group’s revenues by customer end market:

Approximate % of 2010 End Market Group Gross Revenue(1) Distributors ...... 26 Industrial Suppliers ...... 32 Passenger Vehicle OEMs ...... 26 Commercial Vehicle OEMs ...... 7 Water, Plumbing & Irrigation ...... 3 Agriculture & Construction ...... 3 Other ...... 3

(1) We compile this breakdown of gross revenue by end market using our management IT system. To generate the breakdown, we allocate each delivery of our products to an end market based on our understanding of the business activities of the individual customer facility to which we send the delivery. The end-market breakdown represents operating data based on management estimates, not information from our audited financial statements. This breakdown is, moreover, compiled on the basis of gross revenue, not on the basis of net revenue reported in our audited financial statements, as is the case for breakdowns by business line or geographic region. Accordingly, you should neither place undue reliance on the end-market breakdown nor regard it as directly comparable with other breakdowns presented in this prospectus.

The breakdown of revenue by geographical region shown in our consolidated financial statements allocates such revenue to the geographical region in which the products generating revenue are manufactured. The following

115 table shows our management’s estimate of the regional end markets in which we conclude the sales that generate this revenue: Percentage of total revenue for the year ended Regional market(2) December 31, 2010(1) Germany ...... 28 EMEA (excl. Germany) ...... 37 Americas...... 24 Asia Pacific...... 10

(1) We compile this breakdown of revenue by regional market using our management IT system. The regional market breakdown represents operating data based on management estimates, not information from our audited financial statements. Accordingly, you should neither place undue reliance on this breakdown nor regard it as directly comparable with other breakdowns presented in this prospectus. (2) Because of rounding, the percentages shown above do not add up exactly to 100%.

Engineered Joining Technology (EJT) Way to Market Overview Our Engineered Joining Technology (EJT) business is an innovation-driven provider of engineered joining technology, using primarily business-to-business sales channels, with the specific engineering requirements of the end customer driving the solutions we provide. These solutions are usually customized and designed to add value, for example by increasing efficiency and reliability, by reducing emissions, leakage, size, weight and assembly time, and through compatibility with modularized production processes used by our clients. We believe our know- how, reputation for quality and the value we add for our customers through innovation are important factors in obtaining the trust of our current and future EJT customers, and that continued success will depend on maintaining technology leadership, continuous innovation and close customer proximity. Customer relationships are of high importance, and the development of new products is often a collaborative effort with the customer to meet specific engineering requirements. We price our EJT solutions based on the value they add for our customers. We believe key customer selection criteria for our Group include customization (tailor-made solutions for the joining problems at hand), quality (including high reliability and durability), and simplification (for instance, reducing assembly and repair times to reduce global cost for the customer). With these criteria in mind, our approach is customer-centric. We place high importance on having strong relationships with our customers, on the collaborative development of new products together with our customers, on our full “ownership of the joint” (offering our customers industry-leading expertise), and on having industry and application teams ready to assist our customers with all their engineered joining technology needs. We use our close customer relationships to build our know-how, and leverage that know-how across end markets with the goal of being industry-leading innovators. In order to ensure profitability, we employ centralized value controlling. As customer proximity is the most important key to success in EJT, we closely cooperate with our EJT customers. We continuously strive to proactively advise them of new solutions to their problems and to meet new requirements impairing their business (for example, products that already meet the standards of new applicable regulations). In all cases, we actively collaborate with our customers on product design, with a view to designing the relevant interfaces within the product in such a way that our EJT solutions can more reliably address the engineered joining technology needs and requirements within that particular product or as a fuel system to replace products (for example, with fluid conveyance systems/quick connectors). “Project business”, in which our Group develops a customized engineered joining technology solution for a technical problem particular to a specific industrial customer’s product or products, is an important part of our business within EJT. The products and solutions we develop usually become part of a technical specification of a customer product platform. Since the process of technical specification is time- and cost-intensive, a supplier, once selected, typically is not replaced frequently. Additionally, the high quality risk and potentially substantial impact on customer’s end products, in return for very limited savings, lead to high reluctance and switching costs for customers. We pursue collaborative product development mandates in part because we believe that this feature of such projects lends a measure of stability to our business with these customers. We estimate that the EJT projects for which our solutions become part of the product platform specifications average approximately five to ten years in duration, and we are generally able to generate reliable internal planning estimates regarding the product volume that will be required from us for the duration of such projects.

116 Industrial Applications, Customers and Customer End Markets We provide our products and solutions to customers across a diverse spectrum of industrial applications, including emissions control, cooling systems, air intake & induction, ancillary systems, and infrastructure. The following chart provides a few examples of the types of products we manufacture (the products pictured below each industrial application are representative products for that industrial application):

Emission Cooling Air Intake & Ancillary Infrastructure Control System Induction System

Hot/cold side of Cooling circuit Fresh air/natural Oil transportation Plumbing exhaust system Transmission aspiration Hydraulic clutch Waste water incl. turbo cooling Charged air connections systems charger inlet & Steering cooling connections Retaining Fresh water outlet Heating circuit Intercooler systems supply Fuel supply Air conditioning connections Irrigation Engine ventilation

Typical products Typical products Typical products Typical products Typical products include the include the include the include the quick- include the clamps, clamps, clamps and connect and fluid connectors connectors and connectors and connectors handling pictured below fluid handling fluid handling pictured below solutions pictured systems pictured systems pictured below below below

We currently serve a broad customer base of more than 400 customers through our EJT business, in a wide range of industries, including agricultural machinery, commercial vehicles, construction equipment, engines, infrastructure/construction/water management, passenger vehicles, railway and other markets. While our EJT business supplies a diverse range of OEMs, we also provide EJT solutions to first-, second-, and lower-tier suppliers of OEMs.

Innovation: Product Development and Applications Engineering We have structured our EJT product development and applications engineering processes as a two-pillar innovation arrangement that we believe maximizes the probability of our technical and commercial success. We also believe that this differentiation sets us apart from our mostly significantly smaller direct competitors. The development of the base product design is accomplished by our product development (“PD”) teams, while the customization of the base product to fit the specific engineering needs of a particular customer end product is the mission of our applications engineering (“AE”) teams. Our PD teams develop new products and groups of products for our EJT business as a whole. This process includes validating new products in conjunction with our process engineering staff, as well as development of materials that will meet the future requirements of our customers and their evolving products. Our PD teams test our products, including laboratory testing, and develop Group-internal product and test specifications designed to reliably control the quality of our products going forward. In addition, our PD teams prepare lists of innovations to be reviewed by our management on a regular basis. We also believe that maintaining an independent PD function allows our PD teams to focus on the most attractive innovation opportunities by concentrating on addressing global megatrends that affect a wide range of customers and end products. Our AE teams take our existing products, including new products developed by our PD teams, and engineer modifications to those products to address specific customer and local requirements. Application projects are managed by the AE teams, a process necessarily involving close and regular customer contact and cooperation. As a

117 result of this role, our AE teams function as an active liaison between NORMA Group and many of its largest customers. In addition to working closely with our EJT customers, our AE teams also work closely with our PD teams and all other personnel who may be required to see a customer project through to its successful completion.

We believe this two-pillar approach is an efficient way to deliver innovative EJT solutions to our customers and an excellent basis for establishing and maintaining a reputation in our markets for technological leadership. The standardized innovation infrastructure created by this two-pillar approach allows us to leverage our resources on a global basis. Our “Centers of Excellence” in the Americas, China, Europe and India support this innovation infrastructure by focusing on clearly defined innovation tasks designed to develop solutions for distinct types of products. Finally, we are focused on systematically protecting the innovations we develop through these institutionalized processes. We have patented over 250 innovations since 2007 and currently have over 100 patents pending.

As of December 31, 2010, we employed approximately 180 engineering staff around the world, with approximately 40% employed in application engineering, approximately 40% in process engineering, and approximately 20% of whom were employed in product development.

Brands, Sales and Marketing

We market our EJT products worldwide under four of our well known brand names: NORMA», BREEZE», R.G.RAY» and Torca». Long-term customer relationships are important in EJT, and we have built a diverse client list including both well known major manufacturers and a wide range of smaller and mid-sized companies. Although EJT brands are of relatively less than brands in DS, our EJT brands convey the message that the customer is receiving uncompromising NORMA quality.

Distribution Services (DS) Way to Market

Overview

Our Distribution Services business sells high-quality branded, standardized engineered joining technology products in more than 80 countries, using our own worldwide distribution network. Our direct and indirect DS customers comprise a different, but also highly diversified, group consisting of distributors, industrial OEMs, aftermarket customers, maintenance and repair organizations, technical wholesalers, purchasing cooperatives and hardware stores around the world. We significantly leverage the industry know-how we gain in EJT by transferring it to DS as we develop new, high-quality standardized products. We take the utmost care to ensure quality and reliability of our standardized products, which serve important roles, many of which are critical to the functioning of the application for which they are used.

We believe success in DS depends upon addressing certain customer selection criteria and backing up our marketing efforts with world-class support in key areas. Customers, we believe, primarily select DS products on the basis of brand name, price, product availability, customized packaging and appropriately targeted marketing support. We therefore focus our efforts in sales and marketing on these factors, backed by strong corporate marketing and customer retention and sales force effectiveness measures. With a strong distribution network, cost advantages can be achieved through high volumes. Further gains can be made by using market intelligence to respond to or establish distribution trends. We also seek to assist our sales teams with centralized value controlling. We provide these products on the basis of a catalogue and a price list centrally issued by NORMA Group.

Brands, Sales and Marketing

Our DS business is focused on producing and delivering high-quality, branded standardized joining products that meet the demands and specifications of the local markets in which we sell them. We believe brands are of critical importance in the DS business, since they signal the quality that customers are seeking for their important engineered joining technology needs. Our Group’s brands are well known within our industry and include ABA», BREEZE», Gemi», NORMA», R.G.RAY», Serflex», Serratub», TERRY» and Torca». Our NORMA» and ABA» brands are our so-called global brands and represent the largest contribution to our sales. These brands represent our

118 reputation in the world markets and therefore often serve as the introductory brand when we enter a new market that has no prior direct experience with one of our other established brands.

We complement our global brands with specific geographic coverage through our established local brands. BREEZE», Gemi», R.G.RAY», Serflex», Serratub», TERRY» and Torca» each serve as local brands that we believe enjoy strong reputations for quality in their respective markets. By using these local brands, we can maintain connections to local manufacturing traditions and retain customers who are familiar with our local brand in their respective market. In addition, the products we sell under these local brands are often specified to meet local technical norms and standards and sometimes have a particular product focus suited to the local market. We also focus on developing the reputation of the brands we use in our fastest growing markets, for example the Gemi» brand in China and the TERRY» brand in India, as we actively expand into these markets. Geographically, our brands are generally sold as follows: • EMEA: ABA», NORMA», Serflex», Serratub» and TERRY» • Americas: ABA», BREEZE», NORMA», R.G.RAY» and Torca» • Asia Pacific: ABA», Gemi», NORMA» and TERRY» We tailor our marketing and sales of these products according to practical considerations prevailing in the various regions and countries in which our DS operations are active. These considerations include whether we manufacture a particular brand locally, the cost of transportation from the country of origin, and local product standards and expectations. In addition to our own distribution network, we also employ sales agents. Where we make use of sales agents, we typically seek to diversify the sales agents we use according to industry areas in which they specialize. In certain countries, we market our products under a single brand, while in other countries we sell our products under multiple brand names. In each of the markets we serve, we ensure that the brands we market are not only of high quality, but also meet the local standards.

Distribution In DS, we distribute our products through a diverse range of sales and distribution channels featuring multiple stages from producers to end customers. We believe it is crucial to understand the market requirements and characteristics, including the benefits of special packaging, which can help attract customers to the products, and the right product placement at the point of sale, which tends to differ from region to region. As a consequence, in our experience, marketing and brand strategies are important success factors to stimulate demand by end customers.

Manufacturing We manufacture and distribute our products and solutions worldwide from our network of production and distribution sites, including 17 production sites around the world that also serve as distribution centers. Since 2007, we have carried out 20 principal measures to align our Group’s manufacturing, distribution and sales footprint to meet our future requirements. During this process, we focused on locating the production of high-volume products with high levels of automation and lower labor components in higher-tech facilities, while locating lower-volume, more labor-intensive production in lower-cost regions. Our production facilities are capable of producing products for both of our ways to market, EJT and DS, and the costs of retooling are relatively low as a result of our proprietary know-how, enabling us to site production where it is most cost-effective. We believe this manufacturing compatibility across EJT and DS and the relative flexibility we have in retooling provide us with substantial cost savings over time. We typically organize our Group’s supply and value chain so that our products are produced and sold within the same region in order to achieve cost efficiencies in both production and delivery, but our global logistical capabilities are flexible enough that we can source production in select cases at whichever of our manufacturing facilities around the world is best suited to produce the product in question, regardless where the customer is located. The geographic diversity of our production capabilities allows us to benefit from spreading several types of

119 production risk and to optimally allocate distinct products across a diverse range of locations with different characteristics. We are continuously striving to optimize our distribution network, and have recently made strides in expanding our manufacturing footprint into China and India. Meanwhile, we continue to manufacture many of our quality standardized products in large, centralized plants, such as Maintal, Germany, where we benefit from significant economies of scale. We generally produce more labor-intensive products, such as certain thermoplastic components, in lower-cost locations, including Eastern Europe or Mexico. In addition, we believe several factors enable us to benefit from systematically comparatively low capital expenditure requirements despite the significant institutional know-how required to successfully operate our business. The initial investment we must make in order to bring a new production facility on line is comparatively low, because the basic structure of the facilities is relatively simple, featuring a conventional base plate, a simple production hall structure and relatively small machine sizes. There is also a relatively low cost required for machines and tooling, since our machines typically use standard injection molding, which tends to be easily adaptable to new products. We are thus able to pass on most of the costs of retooling, when it is required, in the form of slightly higher prices. In addition, the high flexibility and scalability of our machines and output volumes enable us to adjust to changes in order volumes and economic conditions relatively quickly by changing production levels. Finaly, we have found that we have been able to continuously increase our production capacities and machine efficiency rates through process optimization measures. We believe our efficient and flexible cost structure and resulting strong profitability, combined with the limited asset intensity of our business, enable us to generate attractive cash flows and cash conversion rates. Our facilities are located around the world in a diverse array of regions, allowing us to be closer to our customers than if we had only a small number of manufacturing sites in a more concentrated area. We have production facilities in the following locations: Maintal, Germany; Gerbershausen, Germany; Anderstorp, Sweden; Briey, France; Newbury, United Kingdom; Hustopece, Czech Republic; Slawnióv, Poland; Togliatti, Russia; Pune, India; Qingdao, China; Bangkok, Thailand; Juarez, Mexico; Monterrey, Mexico; Auburn Hills, Michigan, Uni- ted States; Saltsburg, Pennsylvania, United States; and St. Clair, Michigan, United States. In addition to the foregoing facilities, we are planning to open a manufacturing and distribution center in Subotica, Serbia in the second half of 2011. We also operate seven major distribution centers in Germany, France, Italy, Spain, the United Kingdom, Singapore and Australia. We also have facilities in the following locations that are used for distribution and sales only: Barcelona, Spain; La Queue-en-Brie, France; Gavardo, Italy; Marsberg, Germany; Istanbul, Turkey; Kuala Lumpur, Malaysia; Seoul, South Korea; Osaka, Japan; and Melbourne, Australia.

Supply and Sourcing of Raw Materials Our supply base is diverse and regionally based, and with over 400 suppliers worldwide, we are not dependent on any single supplier. Our main production costs are commodities, including steel and steel components (which generally account for slightly more than half of our costs of goods sold) and plastic and plastic components (which typically account for about one quarter of our costs of goods sold). Maintenance, repair and operating costs generally account for around one quarter of our costs of goods sold. This split of expenditures tends to remain constant regardless of general economic conditions. Our top ten raw materials suppliers together generally account for less than one third of our Group’s expenditures on raw materials. We view bundling within regions as an opportunity to gain economies of scale in the purchase of raw materials. Localization of sourcing, we believe, also contributes to reducing our total acquisition cost for materials, and we regularly engage in cost-benefit analyses to determine whether we can reduce complexity or otherwise gain efficiencies in sourcing. We also consider in-sourcing when appropriate, in order to keep more added value in- house. Steel prices have two key drivers: base price and alloy surcharges. To ensure cost recovery from our customers and stability in our financial planning, we have two mechanisms in place in our EJT way to market. The first is an annual negotiation with our suppliers on the base price, where prices are often fixed for a 12-months period in order to stabilize material costs as much as possible for each operating year. We estimate that approximately half of our material is currently covered by this type of arrangement. The second mechanism is a contracted alloy surcharge recovery mechanism with our customers that allows prices to be adjusted based on a three-month trailing average price for specified alloying elements. This mechanism generally enables us to recover the majority of any commodity price movements through alloy surcharges. Rather than contractually hedge the risk of increasing raw material prices, we adjust the prices of our standard products as needed in response to cost increases and issue a new price list reflecting these adjusted prices. In our DS way to market, by contrast, we respond to increases in raw materials prices by adjusting our price list as needed to reflect such increases.

120 Plastic and plastic component prices can be affected by significant oil price changes. These commodities are also generally managed through annual contracts to avoid substantial price fluctuations during a financial year. In general, raw material price fluctuations that we have observed in our business over the last three years were effectively managed, as evidenced by a relatively stable ratio of material expenses to sales. Maintenance, repair and operating costs, with the exception of freight costs, are managed and controlled locally. These costs are dependent upon activity levels and the nature of the production at each location. The primary driver of maintenance, repair and operating costs is consumable tooling and maintenance, accounting for approximately one fifth of these costs. Freight costs, on the other hand, are coordinated centrally to maximize the opportunities for freight consolidation and bundling to gain economies of scale.

Global Excellence Program—Institutionalized Continuous Improvement Supported by external consultants, we launched our Global Excellence Program in 2009 in order to give structure and transparency to our improvement activities and to actively identify projects and improvements that we could implement to make our business more efficient. Through this program we seek to implement processes for continuous improvement throughout our Group in order to proactively address price erosion due to inflation and to enhance our profitability. Current programs address a variety of issues, including purchasing savings, production transfers and restructuring projects. The Global Excellence framework provides a systematic approach through which we strive to ensure that only “hard” monetary savings are considered, with finance as the ultimate gate- keeper for each potential project under the program. Each initiative we adopt is given a 12-month period to show benefit, after which the program is considered part of the run-rate of our business. Our senior management reviews the status of each program monthly, with steering committee review once per quarter. In furtherance of these initiatives, we have developed web-based tools to provide transparency of each project. Going forward, our focus under the Global Excellence Program is to ensure that our Group creates shareholder value. To this end, we aim to ensure that all of our operative entities have trained staff and are themselves employing continuous improvement programs, so that a culture of continuous improvement is established and we address potential efficiency gains at all levels of our organization.

HISTORY Our roots reach as far back as 1896, when the Swedish ABA Group (now NORMA Sweden AB) was founded in Sweden. Through acquisitions of various providers of engineered joining technologies, including providers of high-quality, standardized engineered joining technology products with established brands such as Serratub» (1998), TERRY» (1999) and GEMI» (2001), the ABA Group became a multinational company specializing in the design and production of hose and pipe clamps, as well as connectors for many worldwide applications. NORMA Group in its present state was formed through the 2006 merger of the ABA Group and the German company Rasmussen GmbH (now NORMA Germany GmbH), a German manufacturer of connecting and retaining elements and fluid conveying conduits like monolayer and multilayer tubes and corrugated tubes which was founded in 1949 and was marketing all its products globally under the NORMA brand. As a result of this transaction, the Company became the ultimate parent and holding company of NORMA Group. Since this time, our Group has continued to grow and expand in terms of revenues, product diversity and geographical reach, both organically and through selective acquisitions. We believe we are an international leader in engineered joining technologies, with unique access to customers through two distinct ways to market, EJTand DS. Some highlights of our history include: 1896 ABA Group (Allma¨nna Brandredskaps Affa¨ren) is founded in Sweden 1949 Rasmussen, which would later establish the NORMA» brand, is founded in Germany

1973 Rasmussen opens headquarters in Maintal, Germany

1992 Our predecessor’s first Asia Pacific entity is established in Melbourne, Australia

1999 ABA acquires TERRY in the United Kingdom and Serratub in Italy

2001 ABA acquires GEMI 2003 Certain of the 3i Funds initiate investment in ABA

121 ABA acquires SERFLEX in France Breeze acquires TORCA in the United States 2005 Start of operations in China

2006 Acquisition of Rasmussen by investors led by certain of the 3i Funds Merger of ABA Group and Rasmussen Group establishes NORMA Group The Company is incorporated as a limited liability company (Gesellschaft mit beschra¨nkter Haftung, GmbH) under German law

2007 Acquisition of Breeze in United States Acquisition of Italian distributor ATICA Acquisition of German distributor Krisch and the assets of German distributor Coenen

2008 Start of NORMA Group operations in Mexico; opening of entity in Japan

2009 Operations in India begin 2010 Acquisition of R.G. Ray and Craig Assembly in the United States Establishment of new subsidiaries in Thailand, South Korea, Russia, Turkey and Serbia

2011 The Company becomes a stock corporation and changes its name to NORMA Group AG

Throughout our history, selective acquisitions to take advantage of the fragmentation of the global engineered joining technology market have been an important part of our growth story, and we continue to look for further opportunities to complement our existing product portfolio and global market reach. In particular, we have made a number of key acquisitions from 2006 up to the present. In 2007, our Group acquired Breeze Industrial Products Corporation in the United States to strengthen our footprint in the Americas. Breeze was established in 1948 and invented and patented the first worm-drive hose clamp for the United States market. Over the last 60 years, Breeze had expanded its product offering to include a wide range of worm-drive, T-bolt and V-clamps for commercial vehicles, passenger vehicles, aircraft and industrial markets. More recently, in 2010, we significantly enhanced our Group’s reach and capabilities through the acquisition of the R.G. Ray Group and Craig Assembly in the United States, which has further strengthened our presence in North America and Mexico and extended our product range in international markets.

For more information on our recent acquisitions and our strategy, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Recent Acquisitions” and “Business—Strategy”. See also “Risk Factors—Risks Relating to our Business—We might be unable to successfully integrate or achieve the expected benefits from past or future acquisitions”.

INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY

Intellectual Property

Intellectual property, and the implementation of the know-how that accompanies it, play a central role in our business, and our Group has a long track record of norm-setting innovations. We believe our Group has an unsurpassed know-how base, with strong R&D capabilities in Europe, North America and Asia Pacific. We consistently aim to be first movers in both product innovation and intellectual property, and our standard practice is to obtain patents wherever possible for the technology that we develop.

Throughout our history we have patented a large number of innovations, including both products and processes. Currently, we have patented over 250 innovations. As of December 31, 2010, approximately 22% of our global patents are less than four years old. As of December 31, 2010, we had more than 100 pending patent applications worldwide.

We generally do not need to enter into contractual agreements regarding the allocation of development intellectual property, but we generally preserve our intellectual property rights as a matter of course and do not transfer them to customers. In addition to the intellectual property associated with our innovations in engineered joining technologies (including but not limited to those mentioned above) our Group also owns over 100 internet domains. The most important of these are www.normagroup.com, www.norma-group.com, www.norma.de and www.norma-am.com.

122 Information Technology

Our information technology systems are designed and organized both to support the daily logistical and financial management of our business and to provide our senior management with the financial and other information they need to guide the strategic vision and long-range development of our Group. Due to the acquisition-intensive background of our Group, our information technology —in particular, our enterprise resource planning (“ERP”) system—features a diverse range of standards from location to location around the world. See “Risk Factors—Our highly customized and diverse financial reporting software could be difficult to expand and expensive to replace”. As part of our medium- and long-term strategic vision, we aim to effectively optimize and coordinate this technology, with the goal of achieving significant efficiencies from a unified, worldwide ERP system.

QUALITY AND PROCESS MANAGEMENT

Product Quality Control

Our Group’s target is to have a quality system at all locations that meets or exceeds the quality systems standard TS 16949 (or its equivalent). TS 16949 is a processed based passenger vehicle quality systems standard that is focused on continuous improvement. The implementation of a quality system is considered an integral part of each new location we establish; however, certification of these systems is possible only after the location has been in operation for at least one year.

Within our Group, we also maintain the following certificates: ISO 9001, ISO 14001, QS 9000, VDA 6.1, and EN 9100 (for the aviation industry).

We also have an internal audit system based on a VDA standard. Internal process audits are carried out by our production facilities to ensure that we are in compliance under our own system. Where non-compliance is found, we create action plans with the local management to make their systems more robust. In addition, our Group monitors three control measures in order to ensure product quality: number of customer complaints; the number of initial defects (also known as “zero km defects”) (measured in parts per million); and warranty/field failures. These three measures allow us to track trends and to identify quality concerns, which in turn enables us to take necessary corrective actions.

Environmental Protection

Our Group’s target is to have an environmental management system in all of our locations to fulfill local laws and regulations, as well as our own policies and objectives. We currently use the ISO 14001 as the standard for our Group, applying those aspects of the standard that are relevant to our business activities, products and services and the locations where they take place. To date, ten of our facilities have been certified. We consider the implementation of an environmental management system to be an integral part of a plan for any new location.

Occupational Health and Safety

NORMA Group’s primary focus is to meet, at a bare minimum, all applicable health and safety regulations under local laws and regulations at each location in which we have operations. We have a recording and reporting system set up in each location to meet these requirements. An additional focus of our Group is to put in place a proactive occupational health and safety system at each location, with the goal of achieving certification under the OHSAS 18001 standard. To date, three of our locations have a certified system under this standard, and our remaining locations aim to implement respective systems and achieve certification by June 2011. We consider the implementation of an occupational health and safety system to be an integral part of establishing a new location. Our Group monitors two measures on a Group-wide basis with respect to occupational health and safety, specifically, the number of lost-time incidents per month and the safety incident rate per 1000 employees. Monitoring these two measures allows us to track trends and to identify where we have issues so that we can take any necessary corrective actions.

For further information on the regulatory environment in which we operate see “Regulatory Environment”. For information on risks relating to the environment that effect our Group, see “Risk Factors—Legal Risks—We are exposed to ongoing litigation and other legal and regulatory actions and risks in the course of our business, and we could incur significant liabilities and substantial legal fees”; “Risk Factors—Legal Risks—Changes in laws and regulations could adversely affect our business and competitive position, and we could incur liabilities and additional costs due to environmental, health and safety laws, as well as other laws and regulations”.

123 EMPLOYEES Employees As of December 31, 2010, we had 3,028 employees worldwide, (excluding temporary workforce). Since then, there has been no material change in the number of our employees until the date of this prospectus. The following table shows our employees in annual average headcounts by operating segment for the years indicated (as calculated by using the number of employees on the last day of each calendar month divided by twelve): For the year ended December 31, 2010 2009 2008 EMEA...... 2,416 2,146 2,969 of which: Employees on own payroll ...... 2,025 2,068 2,739 of which: Leased staff ...... 391 78 230 Americas ...... 740 399 523 of which: Employees on own payroll ...... 488 386 499 of which: Leased staff ...... 252 13 24 Asia Pacific ...... 326 283 161 of which: Employees on own payroll ...... 317 240 155 of which: Leased staff ...... 9 43 6 Not allocated to any segment ...... 23 23 23 Total ...... 3,505 2,849 3,676 of which: Employees on own payroll ...... 2,853 2,717 3,416 of which: Leased staff ...... 652 132 260

Pension Liabilities Our companies provide both defined contribution and defined benefit pension plans for our employees. The nature of these pension obligations varies depending on the legal, tax and economic circumstances in the respective countries and the employees’ years of service and remuneration levels. On December 31, 2010, all pension liabilities of our companies amounted to A9.1 million, calculated in accordance with IFRS. The majority of these pension liabilities (A8.0 million) derives from a pension plan in accordance with German law for the employees of the former Rasmussen GmbH (now: NORMA Germany) which was closed in 1994, and three individual pension plans of the same company. Moreover, some of our companies provide funded occupational pension plans. One of our companies, DNL Sweden, provides for a pension fund for a former managing director of the company with a market value of approximately SEK 18,500,000 (equals to approximately A2,100,000) in January 2011. The company has to pay 24.26% taxes on the amount the former managing director takes from the account. For this obligation, the company has build accruals in an amount of approximately SEK 4,480,000 (equals to approximately A508,400) which is 24.26% of the market value of the fund. The company will pay the taxes at the time the pension fund pays out the money to the former managing director. For additional historical information regarding our pension liabilities, see Notes 11 and 26 to our IFRS financial statements for the year ended December 31, 2010 and Note 16 to our IFRS financial statements for the year ended December 31, 2009. See also “Risk Factors—Risks Relating to our Business—Due to our participation in a multi-employer pension plans, we could face exposure that extends beyond our obligations to our own employees”.

Incentive Plans We provide different incentive programs for our employees; all programs are bonus programs. Members of our Management Board, currently consisting of five individuals, are eligible to receive annual bonuses if certain target criteria—based on the development of the Group’s Adjusted EBITDA (50%) and the Group’s cash flow (50%)—are fulfilled. Members of the senior management, representing approx. 200 individuals, participate in the Group’s annual incentive compensation plan (“AIC”). The bonus under the AIC is calculated on the basis of the Group’s net cash flow (40%), the Group’s Adjusted EBITDA (40%), and the individual business objectives (20%). Our area sales manager, whose main focus is on the sales role, account manager, (senior) customer coordinators (as far as not covered by collective agreements), or similar positions in sales are eligible to participate

124 in the annual sales compensation plan (“ASC”). The bonus under the ASC is based on the results of our sales. Currently, approximately 50 individuals participate in this plan. Individuals can only participate in one of the aforementioned incentive/bonus schemes.

Cash Incentive Program

On July 1, 2008, NORMA Group implemented an operational performance incentive cash program (the “Cash Incentive Program”) which is ultimately funded by the 3i Funds. The Cash Incentive Program includes 17 participants. The purpose of the Cash Incentive Program is to attract and retain selected highly qualified and valued management and key employees by offering them the opportunity to participate in the value creation of NORMA Group towards future growth.

For the purpose of this Cash Incentive Program, NORMA Group Holding GmbH provides to certain employees phantom share units, an economic non-equity participation equaling a virtual economic share in the Company in the total nominal amount of approximately 0.72% of the Company’s share capital prior to the offering. The virtual economic share reserved for the plan may be divided into up to 1,100,000 phantom shares and each participant under the Cash Incentive Program can be granted a maximum possible participation of 10,000 phantom shares. The actual amount ultimately payable by NORMA Group Holding GmbH is equal to such portion of the proceeds the participant would receive if he or she was a shareholder of the Company with a share having a nominal amount equal to the amount of his or her individual phantom unit. As of December 31, 2010, a total of 1,070,000 phantom share participations has been issued under the Cash Incentive Program.

The Cash Incentive Program is expected to expire at the closing of the offering. The payout will be funded by the 3i Funds.

Human Resources and Compliance

We attach great importance to motivating staff and providing our employees with opportunities to improve their qualifications and to take part in additional training programs. Our staff’s high level of competence forms the basis for all the services our companies provide. Our Group’s human resources (“HR”) department works in a decentralized manner. Thus, personnel service, personnel support and personnel development are performed directly by the local HR departments of the national organizations.

However, in order to retain and attract qualified staff, we have in place an institutionalized talent management process which applies to all our global, regional and local activities. We believe that to be a global market and competence leader in both engineered joining technologies and distribution services requires that we continuously increase our employees’ skills, as well as the opportunities resulting in an empowered work force with a culture of continuous improvement.

We have established an institutionalized compliance system with compliance guidelines for NORMA Group Holding GmbH and its worldwide subsidiaries. In 2011, we implemented a code of ethics which sets out the policy and measures of NORMA Group to comply with laws, rules and regulations, in particular with regard to conflicts of interests, confidentiality matters, competition law, anti-corruption, and to require personnel to observe honest and ethical conduct (the “Code of Conduct”). Our chief compliance officer is responsible for the implementation and administration of the Code of Conduct, the appointment of local compliance officers and the implementation of the sub-policies, such as our “conflict of interest review policy” and the “anti-corruption policy and compliance procedures”.

Company Works Agreement dated as of November 24, 2010

On November 24, 2010, management and works council of NORMA Germany and NORMA Group Holding GmbH entered into a company works agreement (Gesamtbetriebsvereinbarung) aiming to increase the compe- titiveness through production improvements in connection with our Global Excellence Program and to ensure the fulfillment of our skilled labor needs (the “Company Works Agreement”). The parties declared their intent to increase annual profitability maintain current working conditions of their employees, including collective bargaining coverage (Tarifbindung), and agreed on certain measures for site and employment protection (Standort- und Bescha¨ftigungssicherung). In addition, NORMA Germany and NORMA Group Holding GmbH agreed to maintain a minimum annual investment level with regards to the Group’s site in Maintal subject to a stable order situation. The Company Works Agreement will expire on June 30, 2015 without after-effects.

125 REAL PROPERTY OWNED AND LEASED The following table provides an overview of the material real property of our Group as of December 31, 2010: Location Size Leased/Owned Primary Use EMEA Hustopece, Czech Republic ...... 39,265 m2 Owned Manufacturing Briey, France ...... 10,589 m2 Owned Manufacturing Gerbershausen, Germany...... 24,110 m2 Owned Manufacturing Maintal, Germany ...... 141,743 m2 Owned Manufacturing, Distribution and Corporate HQ Marsberg, Germany ...... 29,730 m2 Owned Distribution, Manufacturing Slawnióv, Poland ...... 19,924 m2 Owned(1) Manufacturing Subotica, Serbia ...... 31,378 m2 Owned Manufacturing Anderstorp, Sweden ...... 46,834 m2 Owned Manufacturing Newbury, England, United Kingdom . . . 3,900 m2 Leased Manufacturing Americas Juarez, Mexico ...... 5,716m2 Leased Manufacturing Monterrey, Mexico ...... 7,077 m2 Leased Manufacturing Auburn Hills, Michigan, USA ...... 11,048 m2 Leased Manufacturing, Distribution Buffalo Grove, Illinois, USA ...... 11,250m2 Leased Manufacturing, Distribution, Sales Office, Engineering Saltsburg, Pennsylvania, USA ...... 10,219m2 Leased Manufacturing St. Clair, Michigan, USA ...... 7,723 m2 Leased Manufacturing Asia Pacific Qingdao, China...... 9,816 m2 Owned Manufacturing Pune, India(2) ...... 2,624 m2 Leased Manufacturing Chonburi, Thailand ...... 3,808 m2 Leased Manufacturing, Distribution

(1) Thereof 17,977 m2 perpetual usufruct. The following paragraphs list the real estate of our Group that is encumbered. Our real property in Gerbershausen, Germany, is encumbered with several limited personal servitudes (beschra¨nkt perso¨nliche Dienstbarkeiten) in favour of electricity, gas and other utility suppliers and with a pre- emption right of the municipality Gerbershausen (gemeindliches Vorkaufsrecht) for certain areas. Furthermore, parts of the property are encumbered with several mortgages (Buchgrundschulden) in favour of different banks in the aggregate amount of approximately A22.2 million, including a joint liability with our real property in Maintal in the amount of A20 million. Our real property in Maintal, Germany, is encumbered with several limited personal servitudes (beschra¨nkt perso¨nliche Dienstbarkeiten) in favour of electricity, gas and other utility suppliers and with a right of the German Federal Street Administration (Bundesstraßenverwaltung) to acquire portions of the property (Auflassungsvor- merkung). Furthermore, parts of the property are encumbered with several mortgages in favour of different banks in the aggregate amount of approximately A20.1 million, including a joint liability with our real property in Gerbershausen in the amount of A20 million. Our real property in Marsberg, Germany, is encumbered with a limited personal servitude (beschra¨nkt perso¨nliche Dienstbarkeit) and a conditional and time-limited redemption notice (Ru¨ckerwerbsvormerkung)in favour of the municipality of Marsberg. Furthermore, it is encumbered with a mortgage (Buchgrundschuld)in favour of a bank in the amount of A5 million. Our real property in Slawniów, Poland, is encumbered with a bail mortgage in favor of Commerzbank in the amount of A646.5 million pursuant to a guarantee under the Senior Facility Agreement and the Mezzanine Facility Agreement.

126 Our real property in Anderstorp, Sweden, is encumbered with seven mortgages in favour of a bank in the total amount of SEK 11,500,000.

MATERIAL CONTRACTS The majority of the material contracts described below relate to financing arrangements of our Group. The terms of these arrangements are based on agreement with the respective contracting parties. As a result, the financial terms used in the respective agreements and in these descriptions of those agreements do not have the same meaning as those provided under IFRS and as used in the financial statements included elsewhere in this prospectus.

Senior Facilities Agreement NORMA Group Holding GmbH entered into a German law governed “Senior Facilities Agreement”on November 12, 2007 between, among others, NORMA Group AG (formerly DNL 1. Beteiligungsgesellschaft mbH) as parent and original guarantor, NORMA Group Holding GmbH, DNL Sweden AB, DNL France SAS, NORMA Germany GmbH, DNL Holding USA, Inc. as original borrowers and original guarantors, NORMA Czech s.r.o. and NORMA Polska sp. z o.o. as acceding guarantors, GE Corporate Finance Bank SAS, Zweigniederlassung Frankfurt am Main, COMMERZBANK Aktiengesellschaft and WestLB AG as mandated lead arrangers, underwriters and lenders and COMMERZBANK Aktiengesellschaft as agent and security agent. The Senior Facilities Agreement provides for certain U.S. dollar term facilities and certain multicurrency term facilities, as well as a multicurrency revolving facility at the selection of the borrower. The “Senior Term Facilities” consist of: • a multicurrency term loan facility A1 in the maximum aggregate amount of A60,000,000 (or in its equivalent in optional currencies permitted under the Senior Facilities). Facility A1 amortizes and is repayable in 14 unequal semi-annual installments with a final maturity date in November 2014; • a U.S. dollar term loan facility A2 in the maximum aggregate amount of US$57,120,000. Facility A2 amortizes and is repayable in 14 unequal semi-annual installments with a final maturity date in November 2014; • a multicurrency term loan facility B1 in the maximum aggregate amount of A50,000,000 (or in its equivalent in optional currencies permitted under the Senior Facilities). Facility B1 amortizes and is repayable in a bullet payment on the final maturity date in November 2015; • a U.S. dollar term loan facility B2 in the maximum aggregate amount of US$71,440,000. Facility B2 amortizes and is repayable in a bullet payment on the final maturity date in November 2015; • a multicurrency term loan facility C1 in the maximum aggregate amount of A50,000,000 (or in its equivalent in optional currencies permitted under the Senior Facilities). Facility C1 amortizes and is repayable in a bullet payment on the final maturity date in November 2016; and • a U.S. dollar term loan facility C2 in the maximum aggregate amount of US$71,440,000. Facility C1 amortizes and is repayable in a bullet payment on the final maturity date in November 2016. Initially, the Senior Facilities Agreement also provided for the possibility of the establishment of one or more commitments under a facility D in a maximum aggregate amount of A70,000,000 upon request of NORMA Group Holding GmbH within a limited period of time and in compliance with certain conditions. However, NORMA Group Holding GmbH has not made use of this possibility within the prescribed time period. The “Revolving Facility” is made available in the maximum aggregate amount of A75,000,000 (or in its equivalent in optional currencies permitted under the Revolving Facility) with a final repayment date in November 2014. At the request of NORMA Group Holding GmbH, the aggregate amount of the Revolving Facility was later reduced to A64,000,000 (or in its equivalent in optional currencies permitted under the Revolving Facility) effective May 5, 2008. The Senior Facilities Agreement further provides for the possibility of an establishment of ancillary facilities on a bilateral basis by the conversion of all or part of any lender’s share in the available facility under the Revolving Facility upon request of a borrower or NORMA Group Holding GmbH. Interest is payable by the relevant borrower on the last day of each interest period which can have a period of 1, 2, 3 or 6 months upon the relevant borrower’s selection at a rate per annum on the outstanding borrowing to which such interest period relates amounting to the aggregate of (i) the applicable margin (as described below), (ii) LIBOR

127 or, in relation to any loan in euro, EURIBOR, each as applicable on the relevant quotation date for the relevant period and (iii) any mandatory costs as set forth in the Senior Facilities Agreement. The applicable margin prior to the offering was variable and depended on the ratio of total net debt as of the end of each quarter to the consolidated EBITDA for each such relevant period (the “Total Net Debt Cover”): Facility A1, Facility A2 and Facility B1 and Facility B2 Total Net Debt Cover Revolving Facility Margin Margin (in % per annum) Greater than or equal to 4.00 ...... 2.25 2.75 Less than 4.00 but greater than or equal to 3.50...... 2.00 2.50 Less than 3.50 but greater than or equal to 3.00...... 1.75 2.25 Less than 3.00 but greater than or equal to 2.50...... 1.50 2.25 Less than 2.50 ...... 1.25 2.25 The applicable margin for facility C1 and C2 prior to the offering was 3.25% per annum, respectively. The Senior Facilities Agreement is guaranteed by certain subsidiaries of NORMA Group Holding GmbH incorporated in Germany, France, Sweden, the Netherlands, the United Kingdom and the United States. The facilities are secured by the assets of NORMA Group Holding GmbH and the relevant subsidiaries, including inventory pledges, pledges of fixed assets, share pledges, account pledges, receivables pledges, bank account pledges, receivables assignments, securities transfer agreements of assets, pledges of charges and security assignments of intellectual property rights. Each obligor under the Senior Facilities Agreement has made certain representations, in particular regarding the existing group structure and the ownership of assets, some of them as repeating representations and has entered into various information undertakings. The Senior Facilities Agreement contains a number of customary affirmative and negative covenants and other restrictions. These covenants include, among others, limitations and restrictions on security, on disposals of assets, on incurrence of financial indebtedness, on loans and guarantees, on investments, on acquisitions, on restrictions/ change of business, on dividends, on distributions and share capital. NORMA Group AG (formerly DNL 1. Beteiligungsgesellschaft mbH) as parent must also comply with and ensure that the financial condition of the group complies with certain financial covenants as customary for this kind of financing arrangement, for example, a total interest coverage ratio, a cash flow cover ratio, a total net debt cover ratio and a capital expenditure covenant. Moreover, the Senior Facilities Agreement stipulates a number of events of default, such as non-payment, misrepresentation, breach of other obligations, cross-default, insolvency, winding-up or similar events, change in the ownership of the subsidiaries of NORMA Group AG under the Senior Facilities Agreement, disposal or encumbrance not permitted under the Senior Facilities Agreement. The senior facilities were originally fully drawn but have been partially repaid over time due to mandatory prepayment obligations. Additionally, a prepayment in the amount of A5,000,000 together with accrued interest thereon was made under the facility A2 with effect as of May 5, 2008. The Revolving Facility is currently not utilized. A commitment fee is payable on unutilized available amounts under the Revolving Facility at a rate of 0.75% per annum. The ancillary facilities which have been made available under the Revolving Facility are currently drawn in the amount of A6,500,000 and used in an amount of around A4,469,000. In addition, Fifth Third Bank made available a committed line of credit under the ancillary facilities in the amount of US$2,000,000, none of which has been drawn. The Senior Facilities Agreement will be refinanced using the proceeds from the New Facilities Agreement.

Mezzanine Facility Agreement

NORMA Group Holding GmbH as borrower entered into a German-law-governed Mezzanine Facility Agreement on November 12, 2007 between, among others, NORMA Group AG (formerly DNL 1. Beteiligungs- gesellschaft mbH) as parent, NORMA Group Holding GmbH as borrower, NORMA Group AG (formerly DNL 1. Beteiligungsgesellschaft mbH), NORMA Group Holding GmbH, DNL Sweden AB, DNL France SAS, NORMA Germany GmbH and DNL Holding USA, Inc. as original guarantors, NORMA Czech s.r.o. and NORMA Polska sp. z o.o. as acceding guarantors, GE Corporate Finance Bank SAS, Zweigniederlassung Frankfurt am Main, COMMERZBANK Aktiengesellschaft and WestLB AG as arrangers and COMMERZBANK Aktiengesellschaft as agent and security agent (“the Mezzanine Facility Agreement”). The Mezzanine Facility Agreement provides

128 for a single currency term facility in a maximum aggregate amount of A46,000,000 which can be utilized by way of a single advance with a final repayment date in November 2017 on which the loan shall be repaid in full. Interest is payable on the last day of each interest period which can be a period of 1, 2, 3 or 6 months upon the relevant borrower’s selection at a rate per annum on the outstanding borrowing amounting to the aggregate of (i) a cash margin of 4.00% per annum, (ii) EURIBOR for the relevant period, (iii) a PIK margin of 5.50% per annum accruing for each interest period on the outstanding amount which shall be capitalized at the end of an interest period and added to the principal amount and has to be repaid in full in November 2017, and (iv) any mandatory costs as set forth in the Mezzanine Facility Agreement. The Mezzanine Facility Agreement contains the same guarantees, undertakings, securities and covenants as the Senior Facilities Agreement. The Mezzanine Facility Agreement shall be refinanced together with the Senior Facilities Agreement in particular using the proceeds from the New Facilities Agreement and a portion of the proceeds of the offering.

Intercreditor Agreement To establish the relative rights of the creditors and to determine the ranks of the liabilities under the Senior Facilities Agreement and the Mezzanine Facility Agreement, the parties of the Senior Facilities Agreement and the Mezzanine Facility Agreement entered into a separate intercreditor agreement dated November 12, 2007 (the “Intercreditor Agreement”).

New Facilities Agreement On or about 24 March 2011 a new facilities agreement will be signed between NORMA Group Holding GmbH and various subsidiaries, as borrowers, the Company and others as guarantors. Commerzbank Aktiengesellschaft, Merchant Banking, Skandinaviska Enskilda Banken AB (Publ), SEB AG, UniCredit Bank AG as mandated lead arranger and underwriters and others pursuant to which new facilities will be provided in particular in order to refinance the Senior Facilities Agreement and the Mezzanine Facility Agreement and, partly, for general corporate purposes including the making of acquisitions and the financing of capital expenditure (the “New Facilities Agreement”). The New Facilities Agreement will have an aggregate amount of A375,000,000 which is split in a Term Facility A of A250,000,000 and a Revolving Facility of A125,000,000. A100,000,000 of the Revolving Facility can be utilized for acquisitions and capital expenditure. The Senior Facilities Agreement and the Mezzanine Facility Agreement shall be refinanced by using in particular the proceeds from the offering and utilizations under the New Facilities Agreement. The Term Facility will amortize and be repayable in 9 semi-annual installments starting on December 30, 2011 with a final maturity date falling 5 years after the signing date. The Revolving Facility will be available for utilization by way of loans, letters of credits and ancillary facilities with a final maturity date falling 5 years after the signing date. The Revolving Facility will only be available for utilization if the Term Facility A is utilized prior thereto or simultaneously. Interest will be payable on the last day of each interest period which can be except for certain exceptions 3 or 6 months or any other period agreed with the agent for the finance parties under the New Facilities Agreement at a rate per annum on the outstanding borrowing amounting to the aggregate of (i) a margin per annum as set out in the table below, (ii) EURIBOR for the relevant period and (iii) any mandatory costs as set forth in the New Facilities Agreement: Net Debt Cover Margin p.a. Greater than or equal to 3.0:1 ...... 3.00% Less than 3.0:1 but greater than or equal to 2.75:1 ...... 2.75% Less than 2.75:1 but greater than or equal to 2.50:1 ...... 2.50% Less than 2.50:1 but greater than or equal to 2.25:1 ...... 2.25% Less than 2.25:1 but greater than or equal to 2.00:1 ...... 2.00% Less than 2.00:1 but greater than or equal to 1.75:1 ...... 1.875% Less than 1.75:1 but greater than or equal to 1.50:1 ...... 1.75% Less than 1.50:1 ...... 1.625%

129 In addition, an interest period of 1 month can be chosen for the Revolving Facility up to five times in a calendar years. The New Facilities Agreement will contain certain financial covenants, such as an interest cover, a net debt cover and an equity covenant as described in more detail in section “Capital Risk Management” above. The New Facilities Agreement will include information undertakings, in particular reporting obligations as well as a number of customary affirmative and negative covenants and other restrictions, in particular, with regard to acquisitions, mergers, joint ventures, disposals such as sale-and-lease-back transactions and factoring and ABS programmes, financial indebtedness, distribution of dividends and granting of security, however, at the same time providing for a number of important exceptions and baskets. In addition, the Company will have to procure that the interest rate hedging will be entered into in respect of, at least, 50% of the Term Facility for, at least, 3 years from the date of execution of the relevant hedging agreement within 60 days after initial utilization. In case of a change of control (occurring when a person or a group of persons acting in concert acquires or acquires control over the shares carrying more than 30% of the voting rights in the Company) each lender will be entitled to demand prepayment of its participation in any Facility and cancellation of its commitment. The New Facilities Agreement has to be secured by first ranking security over the shares in German material companies, initial borrowers, and any other material company (other than the Company) and over any company which becomes a guarantor under the New Facilities Agreement and guarantees to be granted by the Company, each material company, each borrower and each other company to the extent required to comply with the guarantor coverage covenant, in each case subject to the agreed security principles. The New Facilities Agreement will furthermore provide for meachanics to release the security granted upon written request of the Company once the net debt cover is equal to or below 2.0:1 for two consecutive quarters or the Company maintains an investment grade rating by, at least, two of Fitch, S&P or Moody’s rating agencies. Security is to be re-established if net debt cover exceeds 2.0:1 on any quarter date within 60 days after delivery of the consolidated financial statements of the Group and the related compliance certificate confirms that net debt cover exceeds 2.0:1 if at the time of the delivery the Company does not maintain an investment grade rating by, at least, two of Fitch, S&P or Moody’s. The New Facilities Agreement will stipulate a number of events of default such as non-payment, breach of financial covenants and other undertakings, misrepresentation, cross-default, insolvency or insolvency proceedings against material companies, payment or resolution of dividends in excess of the permitted baskets, material adverse effect or change of ownership of material companies.

Shareholder Loan Agreement On March 17, 2006, NORMA Group Holding GmbH (formerly: DNL 2. Beteiligungsgesellschaft mbH) as borrower and certain of the 3i Funds as lenders entered into a shareholder loan agreement by which the lenders granted NORMA Group Holding GmbH a loan in the amount of A34,658,400, bearing interest at a rate of 10% per annum and being due for final repayment on December 31, 2016 (the “Shareholder Loan Agreement”). The annual interest payments shall be capitalized until the final repayment date on December 31, 2016. With a contribution and amendment agreement dated December 31, 2007, the lenders contributed parts of their repayment claims under the shareholder loan in the amount of A30,000,000 to the capital reserves of the Company. Thereupon, these parts were contributed by the Company to the capital reserves of NORMA Group Holding GmbH and the shareholder loan was reduced in total by A30,000,000 with immediate effect. Currently, the remaining principal amount under the Shareholder Loan Agreement is A4,658,400. As of December 31, 2010, the outstanding amount under the Shareholder Loan Agreement totaled A11.9 million (including accrued interest). The Company intends to use its net proceeds received from the offering to fully repay this outstanding amount.

R.G. Ray Stock Purchase Agreement Pursuant to a stock purchase agreement dated as of May 19, 2010 (the “R.G. Ray Stock Purchase Agreement”), NORMA Pennsylvania, Inc. (“NORMA PA”), an indirect subsidiary of NORMA Group Holding GmbH, acquired 100% of the issued and outstanding shares of capital stock of R.G. Ray, a U.S. manufacturer of high-quality engineered clamps for engines and pump and filter systems, as well as connecting technologies used in aviation, commercial vehicles and various other industrial applications, for cash consideration of US$45.0 million. In the R.G. Ray Stock Purchase Agreement, the former shareholders of R.G. Ray made certain representations and warranties to NORMA PA. Most of these representations and warranties will expire to the extent that no claim for indemnification for losses or expenses arising from a breach of such representations and warranties has been made on or prior to May 21, 2011, except for certain representations and warranties relating to taxes, environmental

130 compliance and employee benefits, which have varying expiration dates later than May 21, 2011. In addition, the representations and warranties relating to the power and authority of the former shareholders of R.G. Ray, organization, conflicts, capital structure, subsidiaries and investments, and brokers survive indefinitely. With the exception of the representations and warranties relating to the power and authority of the former shareholders of R.G. Ray, organization, capital structure, subsidiaries and investments, brokers and taxes, the former shareholders’ maximum aggregate liability for breaches of representations and warranties under the R.G. Ray Stock Purchase Agreement is limited. NORMA PA has agreed to indemnify the former shareholders of R.G. Ray for losses and expenses relating to a breach by NORMA PA of its representations, warranties or covenants under the R.G. Ray Stock Purchase Agreement. This indemnity expires on May 21, 2011 to the extent that no claim has been made thereunder on or prior to that date, except for claims relating to a breach of the representations and warranties as to NORMA PA’s organization, authority and conflicts and as to the absence of certain arrangements with brokers, or to breaches of covenants of NORMA PA requiring performance after the closing date of the transaction. NORMA PA’s obligation to indemnify for such claims does not expire.

Craig Assembly Stock Purchase Agreement Pursuant to a stock purchase agreement dated December 23, 2010 (the “Craig Assembly Stock Purchase Agreement”), NORMA PA acquired 100% of the issued and outstanding shares of capital stock of Craig Assembly, a U.S. supplier of industrial quick connectors, quick connect components and molded injection products and tools for the glycol cooling hose market, for cash consideration of US$11.0 million plus a contingent earn-out payment of up to US$1.0 million based on the adjusted EBITDA of Craig Assembly for its fiscal year ending on March 31, 2011. In the Craig Assembly Stock Purchase Agreement, the former shareholders of Craig Assembly made certain representations and warranties to NORMA PA. Most of these representations and warranties will expire to the extent that no claim for indemnification for losses or expenses arising from a breach of such representations and warranties has been made on or prior to April 15, 2012, except for certain representations and warranties relating to taxes, environmental compliance and employee benefits, which have varying expiration dates later than April 15, 2012. In addition, the representations and warranties relating to the power and authority of the former shareholders of Craig Assembly, organization, conflicts, capital structure, subsidiaries and investments, and brokers survive indefinitely. With the exception of the representations and warranties relating to the power and authority of the former shareholders of Craig Assembly, organization, conflicts, capital structure, subsidiaries and investments, environmental compliance, brokers and taxes, the former shareholders’ maximum aggregate liability for breaches of representations and warranties under the Craig Assembly Purchase Agreement is limited. NORMA PA has agreed to indemnify the former shareholders of Craig Assembly for losses and expenses relating to a breach by NORMA PA of its representations, warranties or covenants under the Craig Assembly Stock Purchase Agreement. This indemnity expires on December 23, 2012 to the extent that no claim has been made thereunder on or prior to that date, except for claims relating to a breach of the representations and warranties as to NORMA PA’s organization, authority and conflicts and as to the absence of certain arrangements with brokers, or to breaches of covenants of NORMA PA requiring performance after the closing date of the transaction. NORMA PA’s obligation to indemnify for such claims does not expire.

Management Consulting Services Agreement On September 28, 2010 Norma Group Holding GmbH entered into a management consulting services agreement (the “Management Consulting Services Agreement”) with the Boston Consulting Group GmbH (the “Consultant”). Under the Management Consulting Services Agreement, the Consultant agreed to provide consulting services in connection with the Company’s assessment of its core markets, of the size and dynamics of these markets and of its main competitors, as well as key competitive factors and market positioning and by way of input to the development by the Group’s management and companies of a forward-looking global group strategy. The services also included consulting on the Company’s business plan and the Company’s sales force effectiveness. The Management Consulting Services Agreement provides for a consulting fee of A774,000 plus reimbursement of certain expenses incurred by the Consultant in connection with these services.

LEGAL PROCEEDINGS Except for the circumstances described below, no company of our Group is currently, or has been in the past twelve months, party to a any governmental, legal or arbitration proceedings (including any such proceedings which

131 are pending or threatened of which we are aware) which may have, or have had in the recent past significant effects on our and/or our Group’s financial position or profitability. From time to time, we or our companies are party to or may be threatened with litigation, claims or assessments arising in the ordinary course of our business. We regularly analyze current information, including our defenses and insurance coverage and, as we deem necessary, provide accruals for probable liabilities for the eventual disposition of these matters. The outcome of litigation and other legal matters is always difficult to accurately predict and outcomes that are not consistent with our view of the merits can occur. We believe that we have valid defenses to the legal matters pending against us and/or our companies, as applicable, and we are defending our positions in these matters vigorously. Nevertheless, it is possible that resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on our business, results of operations and financial condition. The matters summarized below represent the legal and regulatory proceedings and claims that we currently believe could have a material adverse effect on our business, results of operations and financial condition. See also “Risk Factors—Legal Risks”.

Litigation re Swimming Pool Filter in the United States R.G. Ray has been named as a defendant in a wrongful death suit arising from a swimming pool filter separation, where the allegedly defective filter was manufactured by a third party (also named as a defendant in this case) that is currently in bankruptcy. The plaintiffs allege that we manufactured and supplied the clamp used to secure the swimming pool filter lid, that the clamp design used for this particular swimming pool filter was unsafe, and that a superior design not involving the use of a single clamp to secure the swimming pool filter was available. The plaintiffs are seeking damages in the amount of US$15,580,000, although we do not believe that damages, if awarded, will reach this amount. We believe we have meritorious defenses to this lawsuit and intend to vigorously defend against this lawsuit. Our current insurance policies provide for coverage of up to US$11.0 million with respect to this claim. In addition, pursuant to the R.G. Ray Stock Purchase Agreement, the former shareholders of R.G. Ray have severally agreed to indemnify Norma PA and its affiliates for a portion of any losses or expenses incurred by Norma PA and its affiliates in connection with this claim, subject to the conditions and limitations set forth in the Stock Purchase Agreement.

Litigation re Discom International, Inc. in the United States R.G. Ray has been sued by Discom International, Inc. (“Discom”) in connection with R.G. Ray’s alleged failure to pay certain sales commissions allegedly due to Discom. Discom is managed by a former R.G. Ray sales manager who left R.G. Ray to become an independent sales representative for R.G. Ray in the States of California, Nevada, Arizona, Oregon and Washington from December 2003 through December 2008, in exchange for the payment of certain commissions based on sales from new and existing customers of R.G. Ray. Discom alleges that R.G. Ray subsequently breached this agreement in a number instances and otherwise wrongfully deprived Discom of its sales commissions. As a result, Discom is seeking damages in excess of US$4.3 million. We believe Discom is not entitled to damages and will defend against the claim. In addition, pursuant to the R.G. Ray Stock Purchase Agreement, the former shareholders of R.G. Ray have agreed to severally indemnify Norma PA and its affiliates for any losses or expenses incurred by Norma PA and its affiliates in connection with this claim, subject to the conditions and limitations set forth in the Stock Purchase Agreement.

Environmental Matter in Sweden Uppsala municipality’s environmental department issued an order in February 2009 which stated that NORMA Sweden, as previous owner of the premises Lenaberg 3:3, had to carry out an environmental examination of the premises. The examination was to be carried out in order to clarify the character and origin of any contamination on the premises and to give the municipality basis to be able to make an assessment of the severity of any contamination and decide whether it can lower the classification of environmental risks on the premises. NORMA Sweden has carried out the environmental examination as ordered and presented a report thereof to the environmental department in November 2009. After the environmental department reviewed the report it has ordered that further tests should be made. NORMA Sweden has opposed this and so far the environmental department has not replied to their response. The matter is therefore not yet completed. Under Swedish law the person who carries or carried on an activity that caused pollution is deemed to be primarily responsible for remedial actions (including investigations and remediation). If pollution was caused by several operators they are jointly liable and the supervisory authorities are free to request remediation from any of the liable operators. The liability is

132 not limited in time. An operator who has taken over an operation (for examples, by way of an asset acquisition) may be liable for contamination caused by the previous operator even if the new operator has caused none or just a minor part of the contamination.

INSURANCE Our Group holds a number of international insurance policies centrally managed by our Group’s risk management and adjusted on an ongoing basis according to the current circumstances. We obtain our insurance based on internal risk management analyses in the form of a master policy and underlying local insurance policies in most countries in which our Group is operating to cover particular risks. Deductibles and limits are agreed upon if we deem them to be appropriate. Our insurance coverage includes general liability and product liability insurance, automobile product recall insurance, environmental impairment liability insurance, commercial legal aid insurance, as well as property damage insurance covering buildings, facilities and machinery, business interruption insurance covering loss of profits, standing charges and claims-surveyor-fees, marine insurance, fidelity insurance and travel insurance. We have taken out directors and officers insurance for the members of our management and supervisory boards, advisory boards, business management and certain other senior officers of our Group companies, with coverage of up to A20.0 million per claim and year. The directors’ and officers’ insurance covers financial losses arising by breach of duty through practice of the insured persons in the course of the exercise of their duties. As required under applicable German law, each member of our Management Board and our Supervisory Board remains personally responsible in the case of any finding of personal liability, as the case may be, for 10% of the total amount of such personal liability, up to an amount that equals 1.5 times such member’s total annual fixed remuneration from our Group. We believe, according to our current knowledge, that our insurance coverage, including the maximum coverage amounts and terms and conditions of the insurance policies, are both standard for our industry and appropriate. We cannot, however, guarantee that we will not incur any losses or be the subject of claims that exceed the scope of the relevant insurance coverage.

133 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS This following section describes the material transactions and legal relationships that existed between the Company or other NORMA Group companies on the one hand and related parties on the other hand during the 2010, 2009 and 2008 financial years, and in 2011 through the date of this prospectus. Intra-group transactions among NORMA Group companies are not discussed below. In accordance with IAS 24, parties related to NORMA Group AG are the following: • NORMA Group companies that are controlled by NORMA Group AG, in which the Company has an interest that gives it a significant influence, or over which it has joint control; • Companies that are associated with NORMA Group AG within the meaning of IAS 28, and that are not consolidated by NORMA Group AG, as well as joint ventures in which the Company participates; • The members of the Management Board and Supervisory Board of NORMA Group AG and close members of their families, as well as entities controlled or significantly influenced by members of the Management Board or the Supervisory Board or their close family members, or in which those persons directly or indirectly hold significant voting power; and • The shareholders whose shares give them a significant controlling influence over the Company, as well as all companies and businesses over which these shareholders can exert a controlling influence and/or in which they hold more than 50% of the voting rights.

Consultancy Agreement with 3i Germany NORMA Group Holding GmbH has entered into a consultancy agreement with 3i Deutschland Gesellschaft fu¨r Industriebeteiligungen mbH (“3i Germany”) dated April 13, 2006, as amended on November 9, 2009, regarding the provision of business consultancy services which in part relate to the acquisition of all the shares in Rasmussen GmbH (now NORMA Germany GmbH) and in part are general business consultancy services on a regular basis. Under this consultancy agreement, NORMA Group Holding GmbH pays to 3i Germany upon receipt of invoice fees for consultancy services in connection with specific projects (e.g. acquisitions), including reimbursement for expenses. The agreement is entered into for an indefinite term and may be terminated by either party with 6 weeks’ prior notice to the end of a calendar quarter. Upon the completion of the offering, this agreement will be terminated.

Shareholders Agreement Pursuant to a shareholders agreement concluded among the shareholders of the Company and other involved entities on June 16, 2008 NORMA Group Holding GmbH was obliged to pay an annual monitoring fee to 3i Germany in the amount of A340,000 and an annual monitoring fee to MABA S.à r.l. (“MABA”) in the amount of A60,000. The monitoring fee to 3i Germany is payable in four equal quarterly installments and the monitoring fee to MABA is payable in one payment due on June 30 each year. Such monitoring fees were payable for the first time in 2007 pursuant to a previous shareholders agreement which has been terminated on June 16, 2008. The aforementioned shareholders agreement was replaced by a new shareholders agreement dated March 7, 2011, providing, in general, for the same provisions as the prior shareholders agreement. In addition, pursuant to a share purchase and transfer agreement and an accession declaration dated March 16, 2011, MABA sold all its shares in the Company to FIMANE and FIMANE acceeded as new party to the new shareholders agreement with effect as of the same date. Pursuant to the exit clause included in the new shareholders agreement, the obligation of NORMA Group Holding GmbH to pay the aforementioned monitoring fee will automatically cease to exist upon the completion of the offering. Upon the completion of the offering, certain provisions of the new shareholders agreement will remain in force to ensure the fulfilment of certain payment obligations among the Selling Shareholders in connection with the acquisition of Breeze in 2007, including, amongst others, restrictions on the disclosure of confidential information, provisions on the allocation of future dividend payments, and best efforts obligations of the Selling Shareholders regarding their participation in the offering and to enter into further obligations regarding the respective shares held after the completion of the offering (e.g. share pledges).

Service and Consultancy Agreement with CMS 7 Consulting LLC Pursuant to a service and consultancy agreement between NORMA Group Holding GmbH and CMS 7 Consulting LLC, Rochester, Michigan, United States, which is wholly owned by Craig Stinson, dated October 31, 2008, CMS 7 Consulting LLC shall provide business consultancy services on approximately 50 days per year. In

134 consideration of the performance of service, CMS 7 Consulting LLC receives a compensation of US$4,500 per day of service. The agreement is entered into for an indefinite term and may be terminated by either party with 6 months’ prior notice to the end of a calendar month. Upon the completion of the offering, this agreement will be terminated.

Service and Consultancy Agreement with Consulta Verwaltungs- und Treuhand GmbH/Dr. Schug Pursuant to a service and consultancy agreement between NORMA Group Holding GmbH and Consulta Verwaltungs- und Treuhand-GmbH, Mo¨nchengladbach, Germany, which is wholly owned by Dr. Christoph Schug, dated April 15, 2009, Consulta Verwaltungs- und Treuhand-GmbH shall provide business consultancy services on approximately 24 days per year. In consideration of the performance of service, Consulta Verwaltungs- und Treuhand-GmbH receives a compensation of A3,000 plus VAT per day of service. With agreement dated November 23, 2010, Consulta Verwaltungs- und Treuhand GmbH assigned all rights and obligations under the service and consultancy agreement to Dr. Christoph Schug. The service and consultancy agreement is entered into for an indefinite term and may be terminated by either party with 6 months’ prior notice to the end of a calendar month. Pursuant to a termination agreement as of March 15, 2011, this service and consultancy agreement was mutually terminated with effect as of the registration of the conversion of the Company into a German stock corporation with the commercial register.

Service and Consultancy Agreement with Hamdi Conger Pursuant to a service and consultancy agreement between NORMA Group Holding GmbH and Hamdi Conger concluded on January 1, 2009, Hamdi Conger shall provide business consultancy services for NORMA Group Holding GmbH on approximately 6 days per year. In consideration of the performance of service, Hamdi Conger receives a compensation of A25,000 plus VAT per year. In case of an exit, Mr. Conger receives a onetime payment of A10,000 plus VAT for additional consultancy in the course of the exit process. The agreement is entered into for an indefinite term and may be terminated by either party with 6 months’ prior notice to the end of a calendar month. Pursuant to the exit clause included, the agreement will lapse automatically upon the completion of the offering.

135 REGULATORY AND LEGAL ENVIRONMENT

REGULATORY ENVIRONMENT IN GERMANY:GERMAN LAW AND EU LAW Our business activities in Germany are subject to a wide array of regulatory requirements under German and EU law. As EU regulations (EU Verordnungen) apply directly in all member states of the European Union (the “EU Member States”), our business is subject to these rules in all EU Member States. EU directives (EU Richtlinien), while binding on EU Member States as to the result to be achieved, need to be implemented into national law. Hence, regarding those standards contained in EU directives that are applicable to our business, national implementing rules can differ slightly from one EU Member State to another. The regulatory environment in most other EU Member States, as well as the member states of the EEA, is thus similar to the situation in Germany insofar as EU regulations are concerned, or German laws are based on EU directives. The regulatory requirements applicable to Norma’s business activities are subject to change, as they are continuously adapted at the national, European and international level.

Legal Requirements for Manufacturing Sites Emissions control law and building and zoning laws The construction and operation of some of the manufacturing facilities of the Norma Group require permits under the Federal Emissions Control Act (Bundes-Immissionsschutzgesetz,“BImSchG”). These sites have to be regularly adapted to the current state of the art (Stand der Technik) in emissions reduction and safety technology. We must therefore periodically modernize our facilities that are subject to BImSchG requirements to comply with evolving technical standards. Most of our buildings also require building permits (Baugenehmigungen) under applicable building and zoning laws, which not only regulate specifications relating to the structure of buildings, but also define limits on the use of buildings. Permits granted under BImSchG comprise such building permits, whereas a separate building permit is usually required for buildings and structures which are not subject to a BImSchG permit. Our facilities are subject to general regulatory requirements regarding air and noise emissions. These are set out in the BImSchG, administrative regulations and related technical standards issued under the BImSchG, in particular the Technical Instructions on Air Quality Control (Technische Anleitung zur Reinhaltung der Luft,“TA Luft”) and the Technical Instructions on Noise (Technische Anleitung zum Schutz gegen La¨rm,“TALa¨rm”). Norma believes that it complies with regulatory requirements regarding air and noise emissions.

Production, Possession and Handling of Waste Our business activities lead to the generation, possession and handling of waste, including hazardous waste. Under the German Act on Recycling and Waste (Kreislaufwirtschafts- und Abfallgesetz,“KrW-/AbfG”), the generation, possession and handling of waste is subject to several obligations, depending, among other things, on the hazardousness of the waste concerned. As the generator (Erzeuger) and owner (Besitzer) of waste, Norma Group is generally responsible for the proper handling of this waste. The KrW-/AbfG transposes, among others, Directive 75/442/EEC, as codified by Directive 2006/12/EC (Waste Framework Directive). This directive has again been codified by Directive 2008/98/EC on waste, which awaits implementation in Germany. Section 43 KrW-/AbfG requires generators, owners, collectors and transporters of waste to verify to the competent authority and among each other the proper disposal of hazardous waste (gefa¨hrliche Abfa¨lle) by way of a proof of waste disposal (Entsorgungsnachweis). Whether a certain substance qualifies as hazardous waste is to be determined according to the German Ordinance on the European Waste List (Verordnung u¨ber das Europa¨ische Abfallverzeichnis,“AV V ”). The handling of hazardous waste is also to be documented in a registry according to Section 42 (3) and (1) KrW-/AbfG.

Use of and Dangers to Water Resources Use of public water resources and discharging of wastewater Our facilities make use of public water resources, including groundwater, by drawing water from rivers, discharging waste water directly into public waters and by other forms of use. Certain uses of public water resources require permits (Erlaubnisse) or licenses (Bewilligungen) under the Federal Water Resources Act (Wasser- haushaltsgesetz,“WHG”) and relevant legislation of the Federal States (La¨nder). Permits under the WHG may be revoked without compensation under Section 18 (1) of the WHG, while the revocation of licenses under Section 18 (2) WHG generally requires the payment of compensation. When waste water is discharged directly into

136 public waters (Direkteinleitung), a permit for the direct discharge of wastewater is required (Section 57 WHG). If wastewater is discharged into the public sewer system (Indirekteinleitung), a permit for the indirect discharge of wastewater will be necessary (Section 58 WHG). If our permits or licenses were revoked, we would need to find alternative water supply or discharge solutions.

Storage and handling of substances hazardous to waters (water pollutants) Norma Group produces, stores and handles large amounts of substances that are hazardous to waters if released or spilled. Special safety requirements under Sections 62 and 63 WHG apply to those sites that store and handle such substances. These requirements include structural and organizational standards.

Contamination and remediation of ground water At some of our sites, we are legally obliged to remediate existing ground water contamination by drawing ground water, purifying this water and discharging it into public waters. These activities are subject to notification and, under certain circumstances, permission requirements under the WHG and relevant legislation of the federal states (Bundesla¨nder).

Contamination and remediation of soil Due to our handling of chemicals and other hazardous substances, soil contamination may potentially occur. Therefore, our business operations are subject to regulation under the Federal Act on Soil Protection (Bundes- Bodenschutzgesetz,“BBodSchG”). Accordingly, we are obliged to prevent contamination of the soil (scha¨dliche Bodenvera¨nderungen) by taking adequate precautions. Where contamination of the soil has occurred, or where pollution was caused in the past on sites of abandoned facilities (Altlasten, “past pollution”), we may be legally obliged to implement remediation measures. We can be held responsible under the BBodSchG irrespective of any fault or negligence on our part. The BBodSchG places responsibility to take remediation measures on the owner, the person having control over the property, the polluter, the universal successor (Gesamtrechtsnachfolger) of the polluter and the previous owner, if such owner has transferred title to the real property before March 1, 1999 and had knowledge of, or negligently did not know of, the contamination or past pollution (Section 4(5) BBodSchG). The competent authorities may require each of the persons responsible to take remediation measures, or do so themselves, placing the costs for such action on the person responsible; normally, however, the authorities will initially focus on the present owner. If several persons responsible exist, these are joint and severally liable. Each person responsible has a statutory claim to compensation against the other persons, while the amount of such claim will depend on the degree to which each person has contributed to the contamination or past pollution. This statutory claim may be contractually modified or waived among the persons involved. At some of our sites, past pollution is known to exist; at other sites, we cannot guarantee that such past pollution does not exist. Some of our sites have been used for industrial purposes for several years. If soil contamination or past pollution should be detected at one of our sites, it seems likely that Norma Group as the owner or user of the site will be held responsible for this contamination and will be obliged to clean up the contaminations, or will have to bear the costs for measures implemented by the competent authorities, even if Norma Group or its predecessor did not cause such contamination or past pollution. As soil or groundwater remediation can be very costly, and the likelihood of a successful claim against the contaminator depends on factors of each specific case that we cannot influence, we bear the risk of substantial expenditures on soil contamination issues.

Legal Requirements Related to Products Product Safety Our products are used in a wide range of industries, such as the automobile, aviation and shipping industries. Depending on their specific use and design, these products need to comply with sector-specfic regulation applicable to the components of vehicles, aircraft or ships. As some of our products may be used directly by customers, we are subject to the Equipment and Product Safety Act (Gera¨te- und Produktsicherheitsgesetz, “GPSG”), implementing, among others, Directive 2001/95/EC of 3 December 2001 (as subsequently amended) on general product safety. The GPSG applies in the absence of coextensive or more far-reaching sector-specific regulation on the safety and health-related properties of products (Section 1 (2) GPSG).

137 Under the GPSG, manufacturers are obliged to place on the market only such products which comply with specific regulations for such product (Section 4 (1) GPSG), or, in the absence of such specific regulations, with the general safety requirement (Section 4 (2) GPSG). To be regarded as a safe product, it must not jeopardize the safety and health of persons when used for its normal purpose or under reasonably foreseeable conditions of use. In addition to compliance with the safety requirement, manufacturers must provide customers with the necessary information to enable them to assess the risks inherent in such product, where such risks are not immediately obvious without adequate warnings, and to take precautions against those risks. If manufacturers or distributors of consumer products discover that a product is dangerous, they must notify the competent authorities and, if necessary, cooperate with them. Under certain circumstances, the product may have to be recalled. Unsafe products may be listed in an EU-wide publicly accessible database.

Occupational Health and Safety Requirements Where the working environment may pose threats to employees, occupational health and safety is of paramount importance and subject to legal requirements. German law on occupational safety is heavily influenced by requirements of EU law. The central rules on occupational safety in Germany are contained in the Act on Occupational Safety (Arbeitsschutzgesetz, “ArbSchG”), which obliges employers to provide for their employee’s safety. This general obligation is concretized in several ordinances under the ArbSchG, which are further detailed in technical guidelines. Central elements of occupational safety regulation include the BetrSichV, the Ordinance on Requirements for Workplaces (Arbeitssta¨ttenverordnung) and a large number of technical guidelines enacted under these ordinances. Requirements on occupational safety are also contained in several regulatory instruments mentioned above, including regulation on explosion prevention, handling of chemicals, or transport of dangerous goods.

Potential Liability for Products and Environmental Losses General Civil Liability (Breach of Contract and Tort) Norma Group works in a business area where the incursion of product liability and liability for environmental damage cannot be completely excluded. Under general rules of the German Civil Code (Bu¨rgerliches Gesetzbuch, “BGB”), fault-based compensation (Schadensersatz) is to be paid for breach of contract or unlawful infringements of legally protected rights. This obligation does not only apply to Norma Group’s own acts but may extend to behavior of individuals that have been assigned by us under Section 278, 831 BGB. In addition, we may be strictly liable, irrespective of fault, as producer under the Product Liability Act (Produkthaftungsgesetz,“ProdHaftG”), which implements Directive 85/374/EEC of 25 July 1985, as subsequently amended, in cases of damage caused by a defective product. The ProdHaftG applies to movables, whether or not incorporated into another movable or into an immovable. “Producer” means any participant in the production process, the importer of the defective product, any person putting the name, trade mark or other distinguishing feature on the product, and any person supplying a product whose actual producer cannot be identified. “Defectiveness” means lack of the safety which the general public is entitled to expect when taking into account, among others, the presentation of the product and the use to which it can reasonably be put.

Act on Liability for Environmental Damage In case of damage to persons or property caused by one of Norma Group’s facilities, we may additionally be strictly liable under the Act on Liability for Environmental Damage (Umwelthaftungsgesetz,“UmweltHG”). For liability under the UmweltHG to arise, such damage needs to be caused, among others, by substances or gases that spread trough soil, air or water. It applies to our facilities exceeding the required size thresholds according to Annex 1 of the UmweltHG. Section 6 UmweltHG establishes a presumption that damage has been caused by a facility if such facility is generally capable of causing the damage in question.

Environmental Damage Act Some of our facilities and activities are subject to the rules of the Environmental Damage Act (Umwelt- schadensgesetz,“USchadG”) which implements Directive 2004/35/EC on environmental liability with regard to the prevention and remedying of environmental damage. The USchadG provides for an obligation to prevent damage to the environment and to remedy such damage irrespective of fault. Our obligations under the USchadG reach beyond the general rules on civil liability, covering environmental losses that may not be eligible for compensation under other laws. While the USchadG does not establish an individual right to compensation as a consequence of environmental damage, the obligations resulting from the USchadG are supervised and enforced by

138 public authorities. However, non-governmental environmental organizations may institute legal proceedings should the competent authority fail to take the necessary steps for enforcement.

REGULATORY ENVIRONMENT IN THE UNITED STATES Occupational Health and Safety Requirements The Occupational Health and Safety Act of 1970 (the “Safety Act”) addresses safety and health in workplace environments and covers all employees other than public employees in state and local governments and self- employed persons. Under the Safety Act, employers must comply with general and industry-specific requirements, including providing well maintained tools and equipment, personal protective equipment and training to employees, and timely reporting of certain workplace accidents to government regulators. The U.S. Occupational Safety & Health Administration (“OSHA”) is responsible for enforcement of the Safety Act. The Safety Act requires an employer to “furnish to each of [its] employees employment and a place of employment which are free from recognized hazards ... likely to cause death or serious physical harm.” This general duty of companies empowers OSHA to regulate potential work hazards not specifically addressed by the OSHA rules. The Safety Act’s hazard communication standard covers both physical hazards (such as flammability or potential explosions) and health hazards. Employers engaged in a business where chemicals are used, distributed, or produced for use or distribution, must inform their employees about the hazardous chemicals to which such employees are exposed by means of a hazard communication program, including material safety data sheets and training in the proper handling of chemicals that covers both the hazards of chemicals in the work area and the information contained in communications such as material safety data sheets. Ongoing training is required whenever a new physical or health hazard is introduced into the work area. The Safety Act requires the use of personal protective equipment when other controls are not feasible or effective in reducing the risk of exposure to serious workplace injuries or illnesses resulting from contact with hazardous substances or other workplace hazards. Employers must assess the workplace to identify any hazards requiring the use of personal protective equipment, provide appropriate personal protective equipment to workers (generally free of charge), provide relevant training, require workers to use and maintain their equipment in sanitary and reliable condition. OSHA requires relevant equipment to be disabled to prevent the release of hazardous energy while employees are servicing or maintaining such equipment. Employers must also develop and abide by an energy control program, utilize lock- out/tag-out devices to de-energize equipment and provide related training. Employers whose workers access confined spaces must comply with OSHA’s permit-required confined spaces (“PRCS”) standard where the confined spaces (i) may contain a hazardous atmosphere; (ii) contain a material with the potential to engulfing an entrant; (iii) could trap or asphyxiate and entrant (by inwardly converging walls or by a floor which slopes downward and tapers to a smaller cross-section); or (iv) contain any other recognized serious safety or health hazard. Under PRCS, employers must develop and implement a written program for the space, establishing the means by which hazards will be eliminated or controlled to allow for safe operations, and must post permits at entrances or otherwise make them available to all entrants prior to entering a permit space; employers must provide proper training to all employees required to work in permitted spaces. Additional permitting requirements apply to hot work operations capable of providing a source for ignition, such as riveting, welding, cutting, burning, and heating. OSHA’s process safety management rule (the “PSM Rule”), is intended to prevent, and minimize the consequences of, catastrophic accidents. The PSM Rule applies to a “covered process” involving certain highly hazardous chemicals, including any use, storage, manufacturing, handling, or the on-site movement of such chemicals, or combination of such activities. Under the PSM Rule, employers must: (i) compile written process safety information, operating procedures and facility management plans; (ii) conduct hazard analyses; (iii) develop written action plans for employee participation in safety management; and (iv) certify every three years that they have evaluated their compliance with process safety requirements. Employees must have access to safety analyses and related information, and employers must maintain and provide process-specific training to relevant employees. New facilities must conduct “pre-startup” safety reviews. Permits are required for cutting and welding and similar hot operations conducted near a covered process. Employers are required to investigate promptly incidents that result, or could reasonably have resulted, in the catastrophic release of certain chemicals. Under OSHA, employers must develop and maintain an emergency action plan (the “EAP”) to direct employer and employee actions in the event of a workplace emergency. The EAP must contain descriptions of the: (i) means for reporting fires and other emergencies; (ii) procedures for evacuations and routes for emergency escape; (iii) employee procedures for individuals who remain to operate critical plant operations during an evacuation; (iv) procedures for all employees after evacuation; (v) rescue and medical responsibilities for employees assigned such responsibilities; (vi) names and titles for individuals able to provide additional information regarding the EAP;

139 and (vii) alarm systems to alert workers. The EAP generally must be maintained in writing, remain accessible at the workplace, and be made available to employees for review. OSHA’s electrical safety standards include: (i) design standards for electric utilization systems, including all electric equipment and installations used to provide electric power and light for employee workplaces; (ii) standards for work practices (for both qualified and unqualified persons); (iii) maintenance requirements; and (iv) requirements for special equipment. Under OSHA, employers must also confirm that compressed gas cylinders under their control are in a safe condition to the extent such a determination can be made by visual inspection and that in-plant handling, storage, and utilization of all compressed gases in cylinders, portable tanks, rail tank cars, or motor vehicle cargo tanks be conducted in accordance with industry standards adopted by the Compressed Gas Association (“CGA”). The CGA standards also govern the installation and maintenance of pressure devices on compressed gas cylinders, portable tanks, and cargo tanks. OSHA standards govern construction, maintenance, mechanical, operating and periodic inspection and recordkeeping for manlifts, and the design, construction, marking, inspection, testing, equipage, maintenance, and operation of conveyors.

Environmental Protection Requirements The Clean Air Act (“CAA”) regulates air emissions. The U.S. Environmental Protection Agency (“EPA”) is responsible for enforcing the requirements of the CAA, including: (i) national limits on six principal pollutants and deadlines by which states must meet these limits; (ii) controls on automobile manufacturers and fuel refiners intended to reduce motor vehicle emissions; (iii) regulation and reduction of hazardous air pollutants from industrial sources; (iv) pollution allowances for industrial source operators intended to reduce acid rain; (v) an operating permit program for stationary emission sources; and (vi) the phase-out and eventual ban of ozone- depleting substances. Industries that emit one or more pollutants in significant quantities must meet maximum achievable control technology standards. State and local agencies can also mandate additional regulatory requirements to address specific air emission concerns. Most major stationary sources must obtain an operating permit under the CAA containing certain terms, conditions and limitations on operation. Operating permits are valid for fixed terms of up to five years. Permit holders are required to file periodic reports setting forth the extent to which they have complied with the obligations set forth in the permit. The Emergency Planning and Community Right-To-Know Act, as amended (“EPCRA”), establishes industry requirements for emergency planning and reporting on hazardous and toxic chemicals. Under the EPCRA, facilities must notify state and local emergency bodies of the presence of an “extremely hazardous substance” in excess of a threshold quantity. The EPA has issued regulations implementing these emergency planning and notification requirements. Some states have reporting procedures and requirements that exceed the federal requirements. The EPCRA also requires covered facilities to notify emergency bodies of any releases involving certain hazardous substances and requires certain facilities that manufacture, process, or use significant amounts of toxic chemicals (above a certain threshold) to prepare and transmit annual toxic chemical release reports including information about the types and amounts of toxic chemicals released into the air, water, and land, and information on the quantities of toxic chemicals sent to other facilities for further waste management. Under the Resource Conservation and Recovery Act of 1976, as amended (“RCRA”), the EPA regulates hazardous waste from “cradle to grave,” including the generation, transport, treatment, storage, and disposal of hazardous waste. The RCRA generally requires owners and operators of hazardous waste treatment, storage, and disposal facilities (“TSDFs”) to obtain an RCRA permit, prescribing the scope and limits of waste management activities that a TSDF can conduct and setting forth facility design, operation requirements and safety standards. Permits typically require facilities to develop emergency plans, find insurance and financial backing, and train employees to handle hazards and can include facility-specific requirements such as ground-water monitoring. A TSDF cannot operate without a permit, with few exceptions. EPA rules also establish national standards defining the acceptable management of hazardous waste, which, among other things, prescribe a system of manifests, recordkeeping and reports, and impose requirements concerning preparedness and prevention, as well as contin- gency plans and emergency procedures. The RCRA also subjects hazardous waste land disposal to strict rules under the EPA’s Land Disposal Restrictions program. The RCRA and the EPA’s Underground Injection Control Program regulate underground storage tanks used for underground disposal of hazardous waste. The EPA’s hazardous waste regulations impose extensive requirements on companies that generate, transport, treat, store, or dispose of hazardous waste. Certain companies that generate hazardous waste, including those that treat, store, or dispose of hazardous waste on-site, or companies that initiate a shipment of hazardous waste from a treatment, storage, or disposal facility, must comply with standards prescribed by the EPA. These standards include requirements applicable to: (i) the preparation of manifests; (ii) packaging, labeling, marking and placarding of shipments; (iii) recordkeeping and reporting; and (iv) the import and, under certain circumstances, export of

140 hazardous wastes. Such companies may not treat, store, dispose of, transport, or offer for transportation hazardous waste without holding an EPA identification number. Land disposal of hazardous waste is restricted. The EPA imposes testing, tracking, and recordkeeping requirements for generators, treaters, and disposal facilities and prohibits the storage of hazardous wastes restricted from land disposal unless certain conditions are satisfied. Universal waste management standards apply to the management of batteries, pesticides, mercury-containing equipment and lamps. Both small-quantity and large-quantity handlers are subject to standards relating to: (i) notification to EPA of covered activities; (ii) waste management; (iii) labeling and marking; (iv) time limits on the accumulation of universal waste; (v) employee training; (vi) responses to releases; (vii) off-site shipments; (viii) tracking covered shipments; and (ix) exports. The Clean Water Act of 1977 (the “CWA”) and EPA rules regulate the release of pollutants into U.S. waters and establishes quality standards for surface waters such as streams, rivers and lakes. The discharge of any pollutant from a point source into navigable waters without a permit is illegal under the CWA. Industrial, municipal and other facilities must obtain such a permit. Permitted facilities generally must monitor their effluent by periodically analyzing wastewater samples. Once a permit has been issued, the EPA may conduct assessments of the facility to review monitoring reports, interview personnel, inspect wastewater generators and processes for treatment, and sample certain pollutants. Under the CWA, the EPA has implemented pretreatment regulations applicable to both new and existing sources of pollution. Industrial users that contribute wastewater to be treated by must implement standards to control pollutants which may pass through or interfere with treatment processes at publicly owned treatment works or which may contaminate sewage sludge. The requirements applicable to industrial users include reporting, self-monitoring and recordkeeping requirements. The discharge of any oil in quantities which may be harmful to the public health or welfare or the environment of the United States is generally prohibited. Any person in charge of a facility that makes a prohibited discharge must immediately notify the National Response Center. Facilities that could reasonably be expected to discharge oil in quantities that may be harmful to U.S. navigable waters and adjoining shorelines must develop and implement Spill Prevention, Control and Countermeasure plans to ensure that such facilities have containment and countermeasures in place to prevent oil discharges, and must train employees to carry out these plans. The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as Superfund, establishes requirements regarding the closure and abandonment of hazardous waste sites and liability for responsible individuals and entities. CERCLA establishes short-term and long-term removals of hazardous substances at such sites. The EPA oversees the remediation of sites when site owners and operators are unable to fund such remediation. Any company that historically sent hazardous material to the site for disposal or re-use is deemed a potentially responsible party and is held liable for the costs associated with remediating the site. CERCLA designates certain substances as hazardous and imposes notification requirements in the event of release of such substances. In addition, the release of unlisted hazardous wastes which exhibit toxicity is reportable when the quantity involved exceeds 100 pounds.

Transport of Dangerous Goods The transportation of dangerous goods in the United States is regulated by the U.S. Department of Transportation (“DOT”) under the Hazardous Materials Transportation Act (“HMTA”) and the Hazardous Materials Regulations (“HMR”). The HMTA covers persons who: (i) transport, or offer for transport, hazardous materials; (ii) prepare or accept hazardous materials for transport; (iii) are either responsible for the safety of transporting hazardous materials or certifying compliance with the federal hazardous materials transportation law; or (iii) design, manufacture, fabricate, inspect, mark, maintain, recondition, repair or test a package, container, or packaging component that is represented, marked, certified, or sold as qualified for use in transporting hazardous material in commerce. Under the HMTA and HMR, such persons must comply with stringent rules applicable to: (a) materials classification and notification requirements in the event of certain incidents; (b) shipping papers, marking, labeling, placarding, and emergency response instructions applicable to the transport of hazardous materials; (c) requirements for shipments and packaging, including minimum standards for the preparation of shipments, classification and packaging rules by hazard class, and technical specifications for shipping containers, cylinders, tanks, and other packaging and packages, as well as continuing qualification and maintenance requirements; (d) operational rules applicable to the carriage of hazardous materials by rail, aircraft, vessel, and by public highways; (e) function-specific training for employees who handle hazardous materials; (f) registration for persons that offer to transport or transport certain quantities of hazardous materials above a threshold amount, including shipments of liquids in bulk packaging of 3,500 gallons or more, and; (g) the development and adoption of adequate safety and security plans by such persons. Under HMR, certain international standards and regulations governing the transportation of hazardous materials may be followed for shipments within, to, and from the United States, including: the International

141 Civil Aviation Organization’s Technical Instructions for the Safe Transport of Dangerous Goods by Air, the International Maritime Dangerous Goods Code, Transport Canada’s Transportation of Dangerous Goods Regu- lations, and the International Atomic Energy Agency Regulations for the Safe Transport of Radioactive Material. However, when hazardous materials are transported to, from, and within the United States in accordance with one or more of these international standards or regulations, certain U.S. HMR requirements, including, but not limited to, particular HMR rules applicable to emergency response information, employee training, security plans, incident reporting, and registration must still be followed.

Chemical Facility Anti-Terrorism Standards Under the Department of Homeland Security Appropriations Act of 2007, the Department of Homeland Security (“DHS”), through the Chemical-Facility Anti-Terrorism Standards (“CFATS”), regulates high-risk chemical facilities. These facilities include those in the following industries when such facilities contain chemicals listed on DHS’s Chemicals of Interest List in quantities above stipulated thresholds (listed chemicals): chemical manufacturing, storage, and distribution; energy and utilities; agriculture and food; paints and coatings; explosives; mining; electronics; plastics; and healthcare. The CFATS rules establish, among other things, requirements for facility user registration; top-screen evaluation; and DHS-approved security vulnerability assessments and site security plans. The rules also govern access control, personnel credentialing, recordkeeping, employee training, emergency response, testing of security equipment, reporting of security incidents and suspicious activity, and deterring, detecting and delaying potential attacks. Moreover, facilities covered under the CFATS rules must keep detailed security records for between three (3) and six (6) years.

Toxic Substances Control Act The Toxic Substances Control Act (“TSCA”), is designed to ensure that chemicals manufactured, imported, processed, or distributed in commerce, or used or disposed of in the United States, do not pose unreasonable risks to human health or the environment. Section 6 of the TSCA empowers the EPA to regulate all chemicals in commerce in the United States (except pesticides, food, food additives and cosmetics) if “there is a reasonable basis to conclude” that the chemical’s manufacture, distribution in commerce, use, or disposal “presents or will present an unreasonable risk of injury to health or the environment.” TSCA covered chemicals are set forth on the TSCA inventory registry, which currently lists more than 83,000 chemicals. Chemicals not listed on the TSCA registry cannot be imported or sold in commerce in the United States By way of example, the manufacture of polychlorinated biphenyls (PCB), a persistent organic pollutant, is banned under the TSCA. The EPA has established prohibitions on, and requirements for, the processing, distribution in commerce, use, disposal, storage, and marking of PCBs. These rules also impose recordkeeping and reporting requirements covering PCBs, PCB Items, and PCB storage and disposal facilities.

OVERVIEW OF REGULATORY ENVIRONMENT IN OTHER JURISDICTIONS In the jurisdictions in which we operate outside of the EU and the United States, we face a wide range of laws and regulations, the majority of which deal with the same general themes discussed above under “—Regulatory Environment in Germany: German Law and EU Law” and “—Regulatory Environment in the United States”. Although these regulations vary from jurisdiction to jurisdiction, the regulatory environment in most jurisdictions outside of the EU and the United States generally involves more uncertainty regarding, and the risk of less consistent enforcement of, laws and regulations. For more information regarding these risks and uncertainties, see “Risk Factors—Risks Relating to our Business—Due to the international nature of our business, we are exposed to a variety of economic, political, legal and other related risks.”

142 PRINCIPAL AND SELLING SHAREHOLDERS Before completion of the offering, all of the Company’s shares were held by the Selling Shareholders. The Selling Shareholders intend to place up to 9,306,200 shares from their holdings in connection with the offering and will provide (for the account of the Underwriters) additional up to 2,580,141 shares to cover a possible overallotment. See “The Offering—Stabilization Measures, Overallotments and Greenshoe Option”. In a general shareholders’ meeting of the Company planned for April 6, 2011 it is expected that the shareholders will approve a resolution regarding the redemption of all treasury shares currently held by the Company by decreasing the registered share capital of the Company from A25,010,000 by A147,600 to A24,862,400 in the simplified procedure set forth in Sec. 237 para. 3 no. 2 AktG. The capital decrease will become effective upon registration with the commercial register which is anticipated to take place on April 7, 2011. The following table sets forth the direct shareholders of the Company immediately prior to the offering and their respective expected ownership shares upon completion of the offering, without exercise of the Greenshoe Option, as well as assuming full exercise of the Greenshoe Option (rounded to two decimal points). Actual (Direct) Ownership of NORMA Group AG, in %(3) upon completion of the upon completion of the offering offering immediately prior to (no exercise of (assuming full exercise of Shareholder(s)(1) the offering(2) Greenshoe Option) Greenshoe Option) FIMANE Limited ...... 16.69 7.92 6.61 3i Pan European Buy-Outs 2004-06 LP(4) ...... 15.30 7.27 6.06 3i Group Investments LP(4) ...... 13.74 6.53 5.44 3i Europartners IVa LP(4) ...... 11.09 5.27 4.39 3i Europartners IVb LP(4) ...... 10.14 4.81 4.02 3i Europartners IVc LP(4) ...... 10.14 4.81 4.02 3i Europartners IVk LP(4) ...... 0.95 0.45 0.38 3i Parallel Ventures LP(4) ...... 3.68 1.75 1.46 3i Europartners III A LP(4) ...... 5.47 2.60 2.17 3i Europartners III B LP(4) ...... 2.04 0.97 0.81 3i Nordic 2002 SA(4) ...... 0.59 0.28 0.24 Ryhman Invest AB(5) ...... 0.33 0.15 0.13 Craig Stinson ...... 2.57 1.22 1.02 Werner Deggim ...... 1.82 0.87 0.72 Bernd Kleinhens...... 1.32 0.63 0.52 Dr. Othmar Belker ...... 0.97 0.46 0.39 John Stephenson...... 1.01 0.48 0.40 Scott T. Cassel ...... 0.66 0.31 0.26 Dr. Christoph Schug ...... 0.50 0.24 0.20 Jan Schultheiss ...... 0.33 0.15 0.13 Michael E. Russell ...... 0.26 0.13 0.10 Terry C. Graessle ...... 0.26 0.13 0.10 Gregory A. Reppuhn ...... 0.13 0.06 0.05 Free float ...... 0.00 52.51 60.39

(1) All Selling Shareholders are parties to a shareholders agreement dated March 7, 2011. Upon the completion of this offering, certain provisions of this shareholders agreement will remain in force to ensure the fulfillment of certain payment obligations among the Selling Shareholders in connection with the acquisition of Breeze in 2007, including, amongst others, restrictions on the disclosure of confidential information, provisions on the allocation of future dividend payments, and best efforts obligations of the Selling Shareholders regarding their participation in the offering and the entrance into further obligations regarding the respective shares held after the completion of the offering (e.g. share pledges). For more information, see “Certain Relationships and Related Party Transactions—Shareholders Agreement”. (2) Excluding the 147,600 treasury shares with a book value of A592,093 and a face value of A147,600 to be confiscated at the shareholders’ general meeting to be held on April 6, 2011 as described in the preceding paragraph. (3) Assuming a pricing at the low-point of the price range and Company’s gross proceeds from the offering amounting to A150.0 million. (4) The numbers in this table refer to the direct shareholdings of certain of the 3i Funds. Pursuant to the shareholders’ notification submitted to the Company after its conversion into a stock corporation in accordance with Section 20 AktG, the shares held by these 3i Funds are also to be attributed to the following entities and persons, respectively: (i) 3i Investments GP Limited, (ii) 3i EF4 GP Limited, (iii) 3i Holdings plc,

143 and (iv) 3i Group plc 3i has notified the Company that these entities’ shareholdings in the Company collectively exceeded the legal threshold of 25% of the shares in the Company before the offering. (5) The numbers in this table refer to the direct shareholdings of Ryhman Invest AB. Ryhman Invest AB is a vehicle through which an individual, Morgan Ryhman, a former employee and former board member of a Group company, holds his shares. The following table sets forth the principal beneficial shareholders of the Company immediately prior to the offering and the expected ownership shares upon completion of the offering, without exercise of the Greenshoe Option, as well as assuming full exercise of the Greenshoe Option. The percentages indicated below are calculated based on the total share capital of NORMA Group AG: Beneficial (Indirect) Ownership of NORMA Group AG, in %(3) upon completion of the upon completion of the offering offering immediately prior to (no exercise of (assuming full exercise Beneficial Shareholder(1) the offering(2) Greenshoe Option) of Greenshoe Option) 3i Funds ...... 73.14 34.74 28.98 FIMANE Limited...... 16.69 7.92 6.61 Management Board Shareholders ...... 5.12 2.43 2.03 Supervisory Board Shareholder ...... 0.50 0.24 0.20 Other Individual Shareholders ...... 4.55 2.16 1.80 Free float ...... 0.00 52.51 60.39

(1) The shareholders comprising each of the beneficial shareholders listed below are set forth in the respective definition of such beneficial shareholder in “General Information—Certain Defined Terms”.

(2) Excluding the 147,600 treasury shares with a book value of A592,093 and a face value of A147,600 to be confiscated at the shareholders’ general meeting to be held on April 6, 2011 as described in the preceding paragraph. (3) Assuming a pricing at the low-point of the price range and Company’s gross proceeds from the offering amounting to A150.0 million. All of our shares confer the same voting rights. The Company’s major shareholders have no different voting rights. For the individual shareholdings of the members of the Management Board and members of the Supervisory Board, see also “Management—Management Board—Shareholdings of Management Board Members” and “Ma- nagement—Supervisory Board—Shareholdings of Supervisory Board Members”.

144 GENERAL INFORMATION ON THE COMPANY AND OUR GROUP

FORMATION,NAME,REGISTERED OFFICE,FISCAL YEAR, AND DURATION OF THE COMPANY

NORMA Group AG is a stock corporation (Aktiengesellschaft) organized under German law. The Company’s legal name is “NORMA Group AG” and the commercial name of the Company is “NORMA Group”. The Company has its registered office at Edisonstrasse 4, 63477 Maintal, Germany, and is recorded in the commercial register of the local court (Amtsgericht) of Hanau under HRB 93582.

Initially, the Company was established on February 21, 2006 as a limited liability company under the name “DNL 1. Beteiligungsgesellschaft mbH” with its registered office in Munich, Germany, and registered on February 24, 2006 with the commercial register of the local court of Munich under the number HRB 161209. On May 16, 2006, the shareholders’ meeting resolved to move the Company’s registered office to Maintal, Germany. The amendment to the articles of association took effect on August 31, 2006 upon its registration with the commercial register of the local court of Hanau under the number HRB 91849. With shareholders’ resolution as of December 3, 2010, the Company’s name was changed to “NORMA Group GmbH”. The change of the Company’s name was registered with the commercial register of the local court of Hanau on December 20, 2010.

On March 9, 2011, the shareholders’ meeting approved a resolution to change the Company’s corporate form from a limited liability company into a stock corporation named NORMA Group AG. This amendment to the articles of association took effect on March 14, 2011 upon its registration with the commercial register of the local court of Hanau under the number HRB 93582.

The Company’s fiscal year is the calendar year. The Company has been formed for an unlimited duration. The Company’s business address is Edisonstrasse 4, 63477 Maintal, Germany and its telephone number is + 49 (0) 6181 4030.

CORPORATE PURPOSE

Initially, the Company’s corporate purpose was the foundation, acquisition, holding and administration of participations in companies, as well as implementation of all measures in connection with the above. On April 13, 2006, the shareholders’ meeting resolved to change the Company’s corporate purpose to the foundation, acquisition, holding and administration of participations in companies and businesses and production and sale of special parts for the passenger vehicle industry and other industrial branches, as well as implementation of all measures in connection with the above. Such change was registered with the commercial register on July 19, 2006. With shareholders’ resolution as of February 15, 2010, the Company’s corporate purpose was changed to the foundation, acquisition, holding and administration of participations in companies and other entities, acquisition, holding and administration of loans and other financial instruments and implementation of all measures in connection with the above. Such change was registered with the commercial register on March 29, 2010.

On December 3, 2010, the Company’s corporate purpose was again changed. Pursuant to Section 2 of the Company’s articles of association, the object of the Company is (i) the acquisition, ownership, disposal and administration of direct and indirect interests in other companies or enterprises, including but not limited to acting as a management holding company or operational holding company by way of direct or indirect corporate governance, management and administration of such companies and enterprises, in particular by way of rendering administrative, financial, commercial and technical services for the respective portfolio companies or affiliates against consideration, as well as (ii) the acquisition, ownership and disposal of debt receivables and other financial assets. The company may engage in all business activities which serve, directly or indirectly, the object of the company. The company is in particular allowed to invest in, acquire interests in and dispose of other companies, and to establish domestic and foreign branch offices and subsidiaries. The company may furthermore enter into agreements with its affiliates and third parties against consideration in the context of acting as management holding company or operational holding company by way of direct or indirect corporate governance, management and administration of its affiliates. Such change was registered with the commercial register on December 20, 2010.

GROUP STRUCTURE

The Company is the ultimate parent company of our Group and the sole shareholder of NORMA Group Holding GmbH which acts as strategic and operational management company of our Group. The Group’s business is primarily conducted by the operating subsidiaries of NORMA Group Holding GmbH. The Company’s consolidated financial statements include all companies whose financial or business policy the Company can determine directly or indirectly to derive economic benefit from the activities of these companies.

145 The following illustration provides an overview of the Company’s organizational structure, including its significant subsidiaries, as of the date of this prospectus (prior to commencement of the offering): (3) (USA) NORMA US Holding LLC LLC 0.5% NORMA (Russia) Group CIS NORMA (1) KOREA Inc. KOREA (USA) NORMA C.V. Inc. Michigan Inc. (USA) 99.5% NORMA Pennsylvania NORMA Group Mexico S.de. R.L. de R.L. S.de. Mexico (USA) R.G. Ray R.G. Corporation NORMA Japan Inc. Japan Craig (USA) Assembly Inc. Assembly NORMA Beteiligungs GmbH Group NORMA Products NORMA Group Structure NORMA Group 80% 60% India Pvt. Ltd. India Pvt. (6) ABA Norma Brasil Sweden AB Sweden DNL Sweden AB Sweden NORMA France SAS France NORMA Norma (China) Co. Ltd. (China) Co. Czech, s.r.o. Czech, DNL France SAS France AG NORMA Holding GmbH NORMA Group NORMA Group Distribution France SAS France NORMA Polska Italia SpA NORMA Sp. z o.o. Sp. (7) 100% DNL UK Ltd. UK Ltd. NORMA B.V. 94.9% Groen NORMA 30% Netherlands Befestigings- (Netherlands) materialien BV GmbH partner Limited NORMA Germany 5.1% (2) (Spain) Fijaciones NORMA S.A. Seran immobiliére & Co. KG & Co. Société civile NORMA DNL GmbH SDN.BHD Pacific (Malaysia) Pacific (5) 5.2% 0% Pty. Ltd. Pty. (Australia) Center GmbH NORMA Pacific 94.8% NORMA Pacific NORMA Distribution (Thailand) Ltd. partner General Pty. Ltd Pty. NORMA (Singapore) Pacific (Asia) Pacific GmbH (4) NORMA Group DNL Verwaltungs (“NORMA Serbia”) South East Europe Tür kei GmbH Except as otherwise indicated, all shareholdings are 100%. Norma are held by Center GmbH. Distribution 0.5% of the shares in SCI Seran Norma0.5% of the shares in NORMA Russia are held by Group Holding GmbH. is Norma Full name of company Norma are held by Beteiligungs GmbH. Turkey 1% of the shares in NORMA Ticaret Limited Sirketi. ve Sanayi Teknolojileri Birlestirme Ba lanti ve Turkey less than 1%) in each hold one share (together accounting for and Robert Ashley, Davey Paul individuals, Two NORMA Thailand. “NORMA Brasil”. and renamed to is currently in the process of being legally reactivated “ABA Brasil” Shell company and NORMA Michigan Inc. Inc. will be NORMA Pennsylvania company The Shareholders of the reactivated The production in NORMA Netherlands has been closed. NORMA NORMA Tur key Verwaltungs (1) (2) (3) (4) (5) (6) S (7)

146 SIGNIFICANT SUBSIDIARIES The following table provides an overview of those subsidiaries that, in our view, comprise our significant operating subsidiaries. The financial information presented in this table have been taken from the relevant IFRS financial statements or accounting systems of the local entity as of December 31, 2010. The subsidiaries and equity interests are not subject to any distribution restrictions with respect to their parent company.

List of group and financial holding companies of NORMA Group as of December 31, 2010 Direct or Indirect Interest held by Earnings NORMA Subscribed Capital brought forward Actual Total All All Name and registered office Business Group AG capital Reserves (incl. FX Effect) profit Equity Receivables Liabilities (in %) (E thousand) (E thousand) (E thousand) (E thousand) (E thousand) (E thousand) (E thousand) (unaudited) EMEA NORMA Czech, s.r.o.,...... Production of plastic 100.00 6,075 219 (322) 1,504 7,476 1,931 7,872 Hustopece, Czech Republic and/or metal products NORMA UK Ltd., ...... Holding 100.00 1,700 0 166 4,413 6,279 8,614 8,490 Newbury, England NORMA France SAS, ...... Production of plastic 100.00 2,301 0 3,032 1,402 6,735 5,928 8,898 Briey, France and/or metal products NORMA Distribution France . . . . Distribution of metal 100.00 38 0 2,310 593 2,941 1,703 1,325 SAS, La Queue En Brie, France and plastic components NORMA Italia SpA, ...... Distribution of metal and 100.00 500 0 2,906 998 4,403 2,459 1,950 Gavardo, Italy plastic components NORMA Group Holding ...... Holding 100.00 25 94,973 27,672 (368) 122,302 184,454 193,734 GmbH, Maintal, Germany NORMA Beteiligungs ...... Holding 100.00 50 1,000 91 1,370 2,511 1,500 143,150 GmbH, Maintal, Germany NORMA Germany ...... Production of plastic, 94.90 9,300 22,605 25,141 3,627 60,673 81,778 78,529 GmbH, Maintal, Germany and/or metal products NORMA Distribution Center . . . . Distribution of metal 94.80 25 1,350 815 0 2,191 850 6,043 GmbH, Marsberg, Germany and plastic components NORMA Polska Sp. z o.o., . . . . . Production of plastic 100.00 2,308 413 2,680 5,410 10,811 10,507 15,103 Slawniów, Poland and/or metal products Fijaciones NORMA S.A., ...... Distribution of metal 54.84 186 33 3,215 713 4,147 3,341 3,066 Barcelona, Spain and plastic components NORMA Sweden AB, ...... Production of plastic 100.00 465 1,272 346 2,732 4,815 4,586 9,181 Anderstorp, Sweden and/or metal products DNL Sweden AB, ...... Holding 100.00 12 24,390 (21,823) 4,395 6,874 9,056 48,975 Stockholm, Sweden Americas NORMA Michigan Inc...... Production of plastic 100.00 0 40,561 (16,246) 2,573 26,888 9,517 14,323 (formerly Torca Products Inc.), and/or metal products Auburn Hills, Michigan, USA NORMA Pennsylvania ...... Production of plastic 100.00 0 82,348 (63,685) 1,360 20,023 8,986 150,757 Inc. (formerly Breeze Industrial and/or metal products Products Corporation), Saltsburg, Pennsylvania, USA R.G. Ray Corporation ...... 100.00 306 36,637 (3,027) 1,459 35,375 6,716 4,782 Craig Assembly Inc...... 100.00 4 8,575 3 (42) 8,545 1,667 1,681 Asia Pacific NORMA Pacific Pty. Ltd., . . . . . Distribution of metal 100.00 903 0 4,112 1,600 6,615 4,388 2,573 Melbourne, Australia and plastic components NORMA (China) Co...... Production of plastic 100.00 5,354 4 (499) 43 4,902 3,921 11,137 Ltd., Qingdao, China and/or metal products NORMA Group Products India . . Production of plastic 80.00 2,084 0 (274) (1,364) 446 790 1,783 Pvt. Ltd., Pune, India and/or metal products

AUDITORS OF THE FINANCIAL STATEMENTS PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft, Olof-Palme Str. 35, 60439 Frankfurt am Main, Germany (“PwC”), a member of the German Chamber of Public Accountants (Wirtschafts- pru¨ferkammer), Berlin, is the auditor of our consolidated and unconsolidated financial statements. PwC audited our consolidated financial statements as of and for the years ended December 31, 2010 and December 31, 2009 prepared in accordance with IFRS and the Company’s unconsolidated financial statements as of and for the year ended December 31, 2010 prepared in accordance with HGB, in each case issued an auditors’ report (Besta¨tigungsvermerk) included in this prospectus. RG TREUHAND Revisionsgesellschaft mbH Wirtschaftspru¨fungsgesellschaft, Seemenbachstrasse 3, 63654 Bu¨dingen, Germany, a member of the German Chamber of Public Accountants (Wirtschaftspru¨ferkammer), Berlin, audited our consolidated financial statements as of and for the year ended December 31, 2008 prepared in accordance with HGB and issued with an auditors’ report (Besta¨tigungsvermerk) included in this prospectus.

147 ANNOUNCEMENTS,PAYING AGENT In accordance with the Company’s articles of association, announcements shall appear exclusively in the electronic version of the German Federal Gazette (Elektronischer Bundesanzeiger), unless otherwise prescribed by law. If the law provides that explanations or information must be made available to the shareholders but without indicating in which form, it is sufficient to post such information on our website. Notices concerning our shares are published either in the electronic version of the German Federal Gazette (Elektronischer Bundesanzeiger)or published in various media outlets that are distributed throughout the EEA. Our articles of association also allow for information to be sent to shareholders via remote data transfer. Subject to compliance with the applicable provisions of the Securities Trading Act (WpHG), notices to shareholders are made exclusively by electronic communication. Notices in connection with the approval of the prospectus or any supplements thereto will be published in accordance with the WpPG, in the manner of publication provided for in this prospectus, that is, through publication on our website, www.normagroup.com, and the provision of printed copies at our offices at Edisonstrasse 4, 63477 Maintal, Germany. The Paying Agent is Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany. The mailing address of the Paying Agent is: Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60311 Frankfurt am Main, Germany.

148 DESCRIPTION OF SHARE CAPITAL

PROVISIONS RELATING TO THE SHARE CAPITAL OF THE COMPANY Current Share Capital The Company’s share capital currently amounts to A25,010,000. It is divided into 25,010,000 registered shares with no par value, each such share with a notional value of A1.00. The share capital has been fully paid up.

Incorporation of the Company The Company was established on February 21, 2006 under the name DNL 1. Beteiligungsgesellschaft mbH by its founders, Berthold Hummel, born on November 18, 1965, resident at Josephinenstraße 18b, 81479 Munich and Giovanni Russo, born on June 25, 1975, resident at Simmerleinplatz 8, 80992 Munich. Its incorporation was registered with the commercial register of the local court (Amtsgericht) of Munich under the number HRB 161209 on February 24, 2006. On May 16, 2006, the shareholders’ meeting resolved to move the Company’s registered office to Maintal, Germany. The Company was subsequently registered with the commercial register of the local court of Hanau under the number HRB 91849 on August 31, 2006 and the Company was cancelled in the commercial register in Munich. With shareholders’ resolution as of December 3, 2010, the Company’s name was changed to NORMA Group GmbH. The change of the Company’s name was registered with the commercial register of the local court of Hanau on December 20, 2010. On March 9, 2011, the shareholders’ meeting approved a resolution to change the Company’s corporate form from a limited liability company into a stock corporation named NORMA Group AG. This amendment to the articles of association took effect on March 14, 2011 upon its registration with the commercial register of the local court of Hanau and the Company was registered under the number HRB 93582.

Share Capital of the Company on Formation and Development of Share Capital over the Last Three Years The share capital of the Company has developed as follows: As of February 21, 2006, the Company, which was incorporated at that time in the legal form of a limited liability company (Gesellschaft mit beschra¨nkter Haftung), had a share capital of A25,000. By a shareholders’ resolution as of April 13, 2006, the Company’s share capital was increased against contribution in cash from A25,000 to A50,000. The capital increase was registered with the commercial register on July 19, 2006. On November 7, 2006, the shareholders resolved to increase the Company’s share capital by way of contribution in kind (Sacheinlage) from A50,000 to A74,550. The capital increase was registered with the commercial register on December 28, 2006. Under a share purchase agreement dated December 20, 2007, the Company (under its former corporate name DNL 1. Beteiligungsgesellschaft mbH) acquired from Dr. Peter Stehle one treasury share (eigener Gescha¨ftsanteil) in the nominal amount of A450 for a purchase price in the amount of A592,093. The purchase price was also the book value at which the treasury shares were recognized as assets upon their acquisition. By a shareholders’ resolution as of June 16, 2008, the Company’s share capital was increased against contribution in cash from A74,550 to A76,250. The capital increase was registered with the commercial register on September 3, 2008. On March 9, 2011, the shareholders resolved to increase the Company’s share capital from its own resources from A76,250 to A25,010,000. On the same date, the shareholders resolved to change the legal form of the Company from a limited liability company into a stock corporation with a registered share capital in the amount of A25,010,000 divided into 25,010,000 registered shares with no par value and a notional value of A1.00 per share. Both the capital increase and the change in legal form were registered with the commercial register on March 14, 2011. In a general shareholders’ meeting of the Company planned for April 6, 2011, it is expected that the shareholders will approve a resolution regarding the redemption of all treasury shares currently held by the Company by decreasing the registered share capital of the Company from A25,010,000 by A147,600 to A24,862,400 in the simplified procedure set forth in Section 237 para. 3 to 5 AktG. The capital decrease will become effective upon registration with the commercial register which is anticipated to take place on April 7, 2011. By resolution of the general shareholders’ meeting of the Company expected to be held on April 6, 2011, the Company’s share capital (reduced as described in the preceding paragraph) is expected to be increased against contribution in cash from A24,862,400 to up to A32,757,137 under exclusion of the statutory subscription rights of

149 the shareholders. It is anticipated that the implementation of this capital increase will be registered with the commercial register on or about April 7, 2011.

Authorized Capital The authorized capital of NORMA Group AG as of the date of this prospectus amounts to A12,505,000 and was created when the Company changed its legal form from a limited liability company into a stock corporation and the initial articles of association where established. Under this authorized capital, the Management Board is authorized, subject to the consent of the Supervisory Board, to increase the Company’s share capital by up to A12,505,000 through one or more issuances on or before March 9, 2016 by issuance of 12,505,000 new no par values shares against cash contributions and/or contributions in kind. With the consent of the Supervisory Board, the Management Board is authorized to exclude the shareholders’ subscription rights subject to certain restrictions stipulated in the Company’s articles of association. The Company intends to increase its authorised capital from A12,505,000 to up to A16,378,568 by way of a shareholder resolution the general shareholders’ meeting of the Company expected to be held on April 6, 2011. The increase will become effective at the time when it is registered with the commercial register which is expected to take place on or about April 7, 2011.

Conditional Capital The Company expects that a resolution will be adopted by the general shareholders’ meeting to be held on April 6, 2011, under which a conditional capital will be created. Section 6 of the Company’s articles of association, as amended by the shareholders’ resolution, will provide that the capital stock of the Company is conditionally increased by up to A12,505,000 through the issuance of up to 12,505,000 new no par value registered shares with profit participation rights from the beginning of the business year in which they where issued. The conditional capital shall serve for the issue of new registered shares to the holders or creditors of convertible or warrant-linked bonds, as well as profit participation rights with option or conversion rights which may be issued based on the authorization resolved by the general shareholders’ meeting to be held on April 6, 2011, by the Company or companies which are controlled by it or in which it holds a majority interest. The conditional capital increase may only be implemented to the extent that the option or conversion rights under the aforementioned bonds or warrants and profit participation rights with option or conversion rights respectively have been exercised or conversion obligations under such warrants or bonds or profit participation rights have to be fulfilled and to the extent that no cash settlement is granted and neither treasury shares nor new shares form the subscription of the authorized capital are utilized. The Management Board is authorized to set forth additional details of the implementation of the conditional capital increase with the consent of the Supervisory Board. The application for registration of the increase of the conditional capital is expected to be filed on or about April 6, 2011, and the Company expects that the conditional capital will be registered on or about April 7, 2011.

PROVISIONS RELATING TO STOCK PLANS The Company does not have any stock option programs or employee stock participation programs. There are no authorizations in place which would allow the Management Board to issue stock options to employees.

AUTHORIZATIONS TO ACQUIRE AND SELL TREASURY SHARES The Company expects that a resolution will be adopted at the general shareholders’ meeting to be held on April 6, 2011, that will authorize the Management Board through April 5, 2016, subject to the consent of the Supervisory Board and provided it complies with the legal requirement of equal treatment, to purchase its own shares up to a total of 10% of the Company’s share capital at the time of the resolution. The shares may be purchased by means of a sale on a stock exchange or an offer to all shareholders in one or more tranches and may be used for any purpose permitted by law. The Management Board will be authorized to redeem the purchased shares without further resolution by the general shareholders’ meeting. The Management Board will also be authorized to sell the purchased shares in other ways than a sale on a stock exchange or an offer to all shareholders under full or partial exclusion of the statutory subscription rights of the shareholders with the Supervisory Board’s consent as follows: (i) to exclude shareholders’ subscription rights for fractional amounts, (ii) by selling the purchased shares against consideration, (iii) by selling the purchased shares against cash consideration, if the consideration does not significantly fall short of the market price at the point in time of the sale and (iv) to satisfy obligations of the Company from convertible or warrant-linked bonds, as well as profit participation rights with option or conversion rights or conversion obligations (or combinations of these instruments) which grant a conversion or option right or an obligation to convert.

150 GENERAL PROVISIONS RELATING TO PROFIT ALLOCATION AND DIVIDEND PAYMENTS

Distributions of dividends on shares for a given fiscal year are generally determined by a process in which the Management Board and Supervisory Board submit a proposal to the annual general shareholders’ meeting held in the subsequent fiscal year and such annual shareholders’ meeting adopts a resolution. German law provides that a resolution concerning dividends and distribution thereof may be adopted only if the Company’s unconsolidated financial statements under HGB show net retained profits. In determining the profit available for distribution, the result for the relevant year must be adjusted for profits and losses brought forward from the previous year and for withdrawals from or transfers to reserves. Certain reserves are required by law and must be deducted when calculating the profit available for distribution.

Dividends on shares resolved by the general shareholders’ meeting are paid annually, shortly after the general shareholders’ meeting, in compliance with the rules of the respective clearing system. Under German law, there are no special procedures for non-resident holders for the exercise of the rights attached to the shares. Dividend payment claims are subject to a three-year statute of limitation in the Company’s favor. Details concerning any dividends resolved by the general shareholders’ meeting and the respective paying agent specified by the Company will be published in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger) and in at least one official national publication for statutory stock market notices approved by the Frankfurt Stock Exchange.

GENERAL PROVISIONS RELATING TO LIQUIDATION OF THE COMPANY

Apart from liquidation as a result of insolvency proceedings, the Company may be liquidated only with a vote of 75% or more of the share capital represented at the general shareholders’ meeting at which such a vote is taken. Pursuant to the AktG, in the event of the Company’s liquidation, any assets remaining after all of the Company’s liabilities have been settled will be distributed pro rata among its shareholders. The AktG provides certain protections for creditors which must be observed in the event of liquidation.

GENERAL PROVISIONS RELATING TO INCREASES OR DECREASES IN THE SHARE CAPITAL

The AktG provides that the share capital of a stock corporation may be increased by a resolution adopted at the general shareholders’ meeting. Such resolution must be adopted by a majority of at least 75% of the share capital represented when the resolution is passed, unless the stock corporation’s articles of association provide for a different majority. The Company’s articles of association provide in Article 19 that the resolutions of the general shareholders’ meeting are adopted by a simple majority of the votes cast and, to the extent the law requires approval by a majority of capital in addition to the majority of votes, resolutions may be adopted by a simple majority of the share capital represented at the meeting, except as otherwise provided by mandatory law.

In addition to an ordinary capital increase in cash or kind, shareholders may resolve to issue authorized capital (genehmigtes Kapital), upon a vote of 75% of the share capital represented at the passing of the resolution authorizing the Management Board to issue shares, up to a specific amount within a period not exceeding five years. The nominal amount of such issuance may not exceed 50% of the share capital in existence at the time of the authorization, that is, at the time the authorized capital is entered into the commercial register.

Additionally, shareholders may resolve to create conditional capital (bedingtes Kapital) for the purpose of issuing shares (i) to holders of convertible bonds or other securities convertible into shares of the Company, (ii) as consideration in connection with a merger with other companies or (iii) to executives and employees of the Company and Group companies. A resolution to create conditional capital must be adopted by at least 75% of the share capital represented at the passing of the resolution. The nominal amount of the conditional capital created for the purpose of share issues (i) to holders of convertible bonds or other securities convertible into shares of the Company or as consideration in connection with a merger with another company may not exceed 50% and (ii) the nominal amount of the conditional capital created for the purpose of share issues to executives and employees may not exceed 10% of the nominal share capital in existence at the time such resolution is passed. In such cases, no further justification of the exclusion of subscription rights is required. The management board must present a written report at the general shareholders’ meeting that states the reasons for the partial or complete exclusion of subscription rights and the proposed issue amount. However, a resolution providing that the new shares are to be acquired by a financial institution with the obligation to offer such shares to the shareholders for subscription is not considered as exclusion of subscription rights.

A resolution to decrease the share capital must be adopted by at least 75% of the share capital represented at the passing of the resolution.

151 GENERAL PROVISIONS RELATING TO SUBSCRIPTION RIGHTS

According to the AktG, every shareholder is generally entitled to subscription rights to any new shares issued within the framework of a capital increase, including convertible bonds, bonds with warrants, profit-sharing rights or income bonds. A minimum subscription period of two weeks has to be provided for the exercise of such subscription rights. Furthermore, such subscription rights are freely transferable and may be traded on German stock exchanges within a specified period prior to the expiration of the subscription period. The general shareholders’ meeting may pass a resolution excluding subscription rights, if at least 75% of the share capital represented adopts the resolution. To exclude subscription rights, the Management Board must also make a report available to the shareholders justifying the exclusion and demonstrating that the Company’s interest in excluding the subscription rights outweighs the shareholders’ interest in keeping them. The exclusion of subscription rights upon the issuance of new shares is permitted, in particular, if the Company increases the share capital against cash contributions, if the amount of the capital increase does not exceed 10% of the existing share capital and the issue price of the new shares is not significantly lower than the market price of the Company’s shares.

The authorization of the management board to issue convertible bonds or other securities convertible into shares must be limited to a period not exceeding five years as of the respective shareholder resolution.

EXCLUSION OF MINORITY SHAREHOLDERS

According to the “squeeze-out” regulations of Section 327a et seq. of the AktG, the general shareholders’ meeting of a stock corporation can, at the request of a shareholder holding 95% of the share capital (“principal shareholder”), resolve to transfer the shares of the minority shareholders to the principal shareholder against payment of an appropriate cash settlement.

In addition, according to Sections 39a and 39b of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und U¨ bernahmegesetz,“WpU¨ G”) concerning squeeze-outs after a takeover or mandatory public offer, at the request of the bidder who owns shares of the target company amounting to at least 95% of the voting rights, the remaining shares must be transferred to the bidder upon court order in exchange for the guarantee of an appropriate settlement. The regional court (Landgericht) of Frankfurt am Main has exclusive jurisdiction in this regard. To this end, the compensation guaranteed as part of the takeover or mandatory public offer is deemed an appropriate settlement if, on the basis of the offering, the bidder has acquired shares amounting to at least 90% of the share capital affected by the offering. In addition, after a takeover or mandatory public offer, the shareholders of a target company who have not accepted the offering can accept it pursuant to Section 39c WpU¨ G within three months after the acceptance period has expired (a “sell-out”), if the bidder has the right to file an application for the transfer of the outstanding voting shares in accordance with Section 39a WpU¨ G.

In addition to the legal provisions on the exclusion of minority shareholders, the AktG also provides for what is called the integration of stock corporations (Eingliederung) in Section 319 et seq. According to these provisions, the general shareholders’ meeting of a stock corporation can approve the integration of a company if 95% of the shares of the company to be integrated are held by the future principal company. The former shareholders of the integrated company are entitled to an appropriate settlement that generally must be granted in the form of shares of the principal company.

SHAREHOLDER REPORTING AND DISCLOSURE REQUIREMENTS

After our shares have been admitted to official trading on the Frankfurt Stock Exchange, we, as a listed company, will become subject to the provisions of the WpHG governing disclosure requirements for shareholdings.

The WpHG requires that anyone who acquires, sells or in some other way reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the voting rights in an issuer whose country of origin is the Federal Republic of Germany and whose shares are admitted to trading on an organized market must immediately but no later than within four trading days after the individual or company is aware or should have been aware of the respective changes in voting rights notify the issuer and at the same time the BaFin. The notice can be drafted in either German or English and either sent in writing or via telefax. The notice must include, among other things, the individual or entity’s address, the share of voting rights held and the date of reaching, exceeding or falling below the respective threshold. As a domestic issuer, the Company must publish such notices immediately but no later than within three trading days after receiving them via media outlets, including those which one can assume will disseminate the information throughout the EU and in the non-EU contracting parties to the Agreement on the EEA. The Company must also transmit the notice to BaFin and to the electronic Company Register (elektronisches Unternehmensregister) for storage. There are exceptions to the notice requirement: trading activities of investment

152 services enterprises involving up to 5% of voting rights, shares held solely for clearing and settlement purposes or held in safekeeping for short periods of time and acquisitions and sales made for market making purposes. In connection with the disclosure requirements, the WpHG contains various provisions to ensure that shareholdings are allocated to the person who actually controls the voting rights attached to the shares. For example, shares belonging to a third party are allocated to a party required to report if the reporting party controls the third party. Similarly, shares held by a third party on behalf of a party required to report, or held by an entity controlled by the party required to report, are allocated to the party that is required to report. If a shareholder willfully fails to file a notice or provides false information, the shareholder is excluded from exercising the rights attached to its shares (including voting and dividend rights) for the duration of the delay. If the failure relates specifically to the share of voting rights held and the shareholder acted willfully or was grossly negligent, the shareholder is generally not permitted to exercise the administrative (voting) rights attaching to its shares for a period of six months after it files the necessary notification. In addition, a fine may be imposed for failure to comply with the notification obligation. Moreover, under the WpHG, any person who directly or indirectly holds financial instruments that grant the holder the unilateral right under a legally binding agreement to acquire previously issued voting shares of an issuer whose country of origin is the Federal Republic of Germany is subject to a notification obligation if the sum of the shares they can so acquire, together with any voting right stakes they may already hold in the issuer or which are attributable to them, reaches, exceeds or falls below any of the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75%. Furthermore, the WpHG requires any shareholder whose holdings reach or exceed the 10% threshold or a higher threshold to notify the issuer of the aims being pursued with the acquisition of the voting rights and the origin of the funds used for the acquisition within 20 trading days of the date on which the respective threshold is met or exceeded. Once this information is received, and even if no information is received, the issuer has to publish it in the form discussed above, or give notice that the disclosure requirement was not met, within no more than three trading days. The issuer’s articles of association may stipulate that the shareholders are not subject to a notification obligation, but this is not the case for the Company’s articles of association. In addition, under the WpU¨ G, anyone whose voting rights reach or exceed 30% of the voting shares of the Company is obligated to disclose this fact and the percentage of voting rights held within seven calendar days over the internet and over an electronic financial news service and thereupon, unless granted an exemption, to launch a public mandatory offer to all holders of shares in the Company. The WpU¨ G contains a number of provisions intended to ensure that share ownership is correctly attributed to the person who actually controls the voting rights conferred by the shares. Shareholders who fail to disclose that their holdings meet or exceed the 30% threshold or fail to make a public mandatory offer are prohibited from exercising the rights conferred by these shares (including voting rights and the right to receive dividends) until the failure has been remedied. Breaches of the duty of disclosure are also punishable by a fine.

DISCLOSURE OF TRANSACTIONS INVOLVING PERSONS HOLDING MANAGERIAL RESPONSIBILITIES WITHIN LISTED STOCK CORPORATIONS Under the WpHG, persons holding managerial responsibilities within listed stock corporations (the “Direc- tors”) are required to notify the stock corporation and BaFin within five business days of their own transactions involving shares of the company or related financial instruments, including, in particular, derivatives. This obligation also applies for Directors’ related parties. Domestic issuers must publish this notification immediately after receiving it, notify BaFin of its publication and send a copy to the electronic company register. Notification is not required if the total sum of all transactions involving a Director and his or her related parties is less than A5,000 for the calendar year. Director for these purposes means any managing partner or member of the company’s management, administrative or supervisory bodies and any person who has regular access to insider information and is authorized to make important managerial decisions. Related parties include spouses, registered civil partners, dependent children and other relatives who have been living in the same household as the Director for at least one year when the relevant transaction is made. Notice is also required for legal entities in which a Director and/or any of the aforementioned parties holds supervisory responsibilities, which are controlled by a Director or such parties, which were established for the benefit of a Director or such a party or the economic interests of which are substantially equivalent to those of a Director or such a party. Negligent or willful non-compliance with these notification requirements may result in the imposition of a statutory fine on the Director or related party.

153 MANAGEMENT

OVERVIEW Our governing entities are our Management Board (Vorstand), Supervisory Board (Aufsichtsrat) and general shareholders’ meeting (Hauptversammlung). The powers of these entities are determined by the AktG, the Company’s articles of association (Satzung), the internal rules of procedure (Gescha¨ftsordnung) of the Supervisory Board and the internal rules of procedure (Gescha¨ftsordnung) of the Management Board. The Management Board is responsible for managing the Company in accordance with applicable law, the Company’s articles of association and rules of procedure for the Management Board including the business distribution plan (Gescha¨ftsverteilungsplan). The Management Board represents the Company in dealings with third parties. The Management Board is responsible for taking suitable measures and in particular to implement a control system in order to ensure that any developments which could pose a threat to the Company’scontinued existence are identified at an early stage. The Management Board is also obligated to report regularly to the Supervisory Board, at least on a quarterly basis, on the status of the business, in particular on the revenues and condition of the Company and its subsidiaries. Furthermore, the Management Board reports to the Supervisory Board at least once a year on the projected business objectives and other key issues relating to corporate planning (especially finance, investment and human resources planning), which must include discussion of any deviations between actual developments and objectives previously reported on, including the reasons for such deviations. In addition, the Management Board must submit a budget for the following financial year and a plan for the medium term to the Supervisory Board. The Management Board is also required to report to the Supervisory Board in a timely fashion on any transactions that may be significant with respect to the profitability (primarily the profitability of the equity) or liquidity of the Company in order to give the Supervisory Board an opportunity to express its opinion on such transactions prior to their implementation. The Management Board must report important matters to the chairman of the Supervisory Board, including any matters involving affiliates that become known to the Management Board and could have a material effect on the Company. Simultaneous membership on the management board and the supervisory board of a German stock corporation is not permitted under German law; however, simultaneous membership that results from a member of the supervisory Board taking a seat on the management board of the same German stock corporation for a maximum period of one year is permissible in exceptional cases. During this period, such an individual may not perform any duties for the supervisory board. The Supervisory Board appoints the members of the Management Board and is entitled to dismiss them for good cause. The Supervisory Board advises and oversees the Management Board on the management of the Company, but is not itself authorized to manage the Company, as set out in the AktG. The articles of association or the Supervisory Board must, however, designate any types of transactions that may only be made with the approval of the Supervisory Board. Such a provision is included in Section 8 of the rules of procedure of the Company’s Management Board. Matters subject to the consent of the Supervisory Board currently include • any material changes to the business strategy of the NORMA Group; • (i) the purchase or sale of real estate, (ii) the purchase or sale of legal entities or (iii) purchase, sale, creation, extension, reduction or termination of business activities, including tangible or intangible assets and joint ventures, if the relevant price or value, in each case, exceeds A500,000; • the conclusion or amendment of an agreement for or relating to borrowing, lending, underwriting guarantees or surety ships or assuming similar liabilities of an amount exceeding A500,000, in each case; • the conclusion of, or amendment to, consulting, advisory or other service agreements, if the costs or obligations associated with the respective agreement for the Company or NORMA Group exceed A200,000 per year or A400,000 in the aggregate; • the conclusion of, or amendment to, operating lease, land lease or rental agreements in relation to real estate, buildings or similar objects, if the obligations of the Company associated with the respective agreement exceed A200,000 per year or A500,000 in the aggregate; • expenditure or capital investments exceeding an amount of A500,000 in each case, unless the relevant measure is covered by another item of this paragraph; • any hiring, dismissal or modification of an employment agreement of any executive manager provided that its aggregate cash remuneration (including cash bonuses) exceeds A300,000;

154 • the opening of new or the termination of existing business activities provided that the measure is material for the NORMA Group (in particular, if the investment or the costs of the measure individually exceed A500,000) , unless the relevant measure is covered by another item of this paragraph;

• any material change or amendment to the NORMA Group’s code of conduct; and

• the approval of the NORMA Group’s budget, including the investment budget as well as the related financing plan.

The Supervisory Board’s approval in relation to any of the transactions set out above is not required if the Supervisory Board has already approved to such transactions in general or on a case-by-case basis in connection with the business planning, or to the extent that such transactions are already included in the budget. The Supervisory Board is also entitled to make other transactions subject to its approval by resolution.

Members of the Management and Supervisory Boards owe a duty of care and a duty of loyalty to the Company. Board members must consider a number of interests, including those of the Company and its shareholders, employees and creditors. The Management Board must also take into consideration shareholders’ rights to equal treatment and equal access to information. Should members of the Management or Supervisory Board breach these duties, they will be jointly and severally (gesamtschuldnerisch) liable to the Company for compensatory damages. Members of the Management and Supervisory Boards are covered by directors and officers liability insurance for their activities as members of management up to a certain amount. In general, the Company bears the cost of these insurance policies. However, it should be noted that applicable German law requires that each member of our Management Board remains personally responsible in the case of any finding of personal liability of such member, as the case may be, for 10% of the total amount of such personal liability, up to an amount that equals 150% such member’s total annual fixed remuneration from our Group.

A shareholder is generally not able to file suit against members of the Management Board or Supervisory Board if he or she believes that these persons have neglected their duties toward the Company and this has resulted in damage to the Company. Company claims for compensatory damages against members of the Management Board or the Supervisory Board may, as a rule, only be asserted by the Company itself, in which case the Company is represented by the Management Board when claims are made against members of the Supervisory Board and the Supervisory Board when claims are made against members of the Management Board.

According to a ruling by the German Federal Court of Justice (Bundesgerichtshof), the supervisory board is obligated to assert claims for compensatory damages against the Management Board that are likely to be successful, unless important Company interests would conflict with such an assertion of claims and such grounds outweigh, or are at least comparable to, the grounds in favor of asserting claims. In the event that the relevant entity with powers of representation decides not to pursue such claims, then such claims of the Company for compensatory damages must nevertheless be asserted against members of the Management Board or the Supervisory Board if the general shareholders’ meeting passes a resolution to this effect by a simple majority vote. Such general shareholders’ meeting may appoint a special representative to assert such claims. Shareholders whose aggregate holdings amount to at least 10% or A1,000,000 of the Company’s share capital may apply to the court to appoint a special representative to assert claims for compensatory damages, who, in the event of such an appointment, becomes responsible for this matter in place of the Company’s management. In addition, if there are facts supporting the claim that the Company has been damaged by fraud or gross breaches of duty, shareholders whose aggregate holdings amount to at least 1% or A100,000 of the Company’s share capital have the option, under certain circumstances, of being granted permission by the competent court to file a lawsuit on their own behalf for compensatory damages for the Company against members of the board. Such a lawsuit will be dismissed if the Company itself files a lawsuit for compensatory damages.

Under German law, it is illegal for shareholders or any other individuals to attempt to influence members of the management or supervisory boards, authorized representatives or other persons holding a commercial power of attorney to act in a way harmful to the Company. Shareholders with a controlling influence may not use such influence to cause the Company to act against its own best interests, unless any resulting damages are compensated for. Any person who uses his or her influence to cause a member of the Management Board or Supervisory Board, authorized representative or persons holding a commercial power of attorney to act in a manner harmful to the Company or its shareholders is obligated to compensate the Company and its shareholders for any resulting damage. In addition, members of the Management and Supervisory Boards may be jointly and severally liable for breach of their duties.

155 MANAGEMENT BOARD Overview Under the Company’s articles of association, the Management Board consists of one or more persons and the Supervisory Board determines the exact number of members of the Management Board. The Supervisory Board also appoints the chairman of the Management Board. Currently, the Management Board consists of four members, with Werner Deggim appointed as chairman. The Supervisory Board appoints the members of the Management Board for a maximum term of five years. Reappointment or extension of the term for up to five years is permissible. The Supervisory Board may revoke the appointment of a Management Board member prior to the expiration of his or her term for good cause only, such as for gross breach of fiduciary duties or if the shareholders’ meeting passes a vote of no-confidence with respect to such member, unless the no-confidence vote was clearly unreasonable. The Supervisory Board is also responsible for entering into, amending and terminating employment agreements with the Management Board members and, in general, for representing the Company in and out of court against the Management Board. The Supervisory Board may assign these duties to a committee of the Supervisory Board, except for the rights to set forth the remuneration of the Management Board and to reduce the remuneration in case of a deterioration of the status of the Company on which the plenum of the Supervisory Board has to resolve. According to the Company’s articles of association, the Company may be represented either by two Management Board members or by one Management Board member acting jointly with an authorized representative (Prokurist). The Supervisory Board may grant any Management Board member the right to represent the Company alone and may release any member of the Management Board from the restrictions on multiple representations under Section 181, 2nd Case of the German Civil Code (Bu¨rgerliches Gesetzbuch). At present, no member of the Management Board has been granted the right to represent the Company alone. The supervisory board may determine that certain or all members of the management board have sole power of attorney. The supervisory board may generally or in individual cases exempt certain or all members of the management board as well as authorized signatories who are authorised in conjunction with one member of the management board, from the restrictions of Section 181, 2nd Case BGB. The Management Board determines the Company’s business areas and operating segments. The Management Board resolves upon the allocation of responsibility for business areas and operating segments to the various members of the Management Board by setting up a business responsibility plan (Gescha¨ftsverteilungsplan). Any resolution on the enactment, any amendments or the revocation of the business responsibility plan requires the approval of all members of the Management Board. If a unanimous decision of the Management Board cannot be reached, the Supervisory Board shall take the decision instead. The Supervisory Board shall be informed immediately about the business responsibility plan and any amendment to it or its revocation.

Members of the Management Board The Management Board currently consists of four members. The members of the Management Board and their respective responsibilities are listed in the following table: Name Age Member since Appointed until Responsibilities Werner Deggim ...... 58 March 9, 2011(1) March 31, 2015 Chief Executive Officer Chairman Dr. Othmar Belker ...... 48 March 9, 2011(1) March 31, 2015 Chief Financial Officer John Stephenson...... 46 March 9, 2011(2) March 31, 2015 Chief Operating Officer Bernd Kleinhens...... 43 March 9, 2011(1) March 31, 2015 Head of Sales and Business Development

(1) Appointed as managing director of the Company in 2006. (2) Appointed as senior executive of the Company in 2009. The following section presents brief biographies of the current members of the Company’s Management Board. Werner Deggim, our Chief Executive Officer, was born on February 10, 1953. He joined the Company in 2006 and has been a NORMA Group board member since then. Mr. Deggim graduated from the Technical University of Karlsruhe in 1977 and holds a degree in mechanical engineering (Dipl.-Ing.). He has worked in various executive management positions as president, vice president and general manager of global industrial OE suppliers over the

156 last years, including 7 years in the United States and Canada. Prior to becoming our CEO, Mr. Deggim served as Vice President and General Manager at TRW Automotive. Dr. Othmar Belker, our Chief Financial Officer, was born on November 25, 1962. He joined the Company in 2006 and has been a NORMA Group board member since then. Dr. Belker holds a degree in economics (Dipl.- Volkswirt) and a doctorate degree in economics of the University of Freiburg. He has worked in various executive management positions as CFO and CEO of production and distribution companies over the last years. Prior to becoming our CFO, Dr. Belker served as CFO of the Business Unit Lighting of the Schefenacker Group. John Stephenson, our Chief Operating Officer, was born on May 1, 1964. He joined the Company in 2009 and has been a senior executive of NORMA Group since then. Mr. Stephenson graduated from Newcastle Polytechnic in 1985 with a BEng (Hons), holds a masters degree in engineering (M.Sc.), as well as an EMBA from Thunderbird School of Global Management. He has worked in various executive positions as vice president and managing director in operations with responsibility for multiple, international facilities, over the last 10 years. Prior to becoming our COO, Mr. Stephenson served as VP Operations, Europe Asia and Africa for Hayes Lemmerz International. Bernd Kleinhens, our Head of Sales and Business Development & Engineering, was born on May 22, 1967. He joined Rasmussen Group (a predecessor of our Group) in 1991 and has been a NORMA Group board member since 2006. Mr. Kleinhens graduated from the University for Engineering Fachhochschule Gießen-Friedberg in 1990 and holds a degree in mechanical engineering (Dipl.-Ing.). He has worked within the NORMA Group in various executive positions in the areas of engineering, operations, marketing and sales. The members of the Management Board may be reached at the Company’s business address. During their membership on the Management Board and for the term of their employment agreements, the members of the Management Board are subject to a comprehensive non-competition clause that exceeds the provisions of Section 88 AktG. The members of the Management Board do not currently hold and have not at any time in the previous five years held any seats on any administrative, management or supervisory boards or been members of any partnerships in other comparable governing bodies in Germany or abroad outside of our Group.

Service Agreements The four members of the Management Board had been employed under managing director service agreements agreed for an indefinite term. These agreements provided for a fixed salary and an annual bonus based on performance targets, which were objective values such as EBITDA and net cash flow as well as in some cases personal performance targets. These managing director service agreements were terminated and replaced by new management board member service agreements on April 1, 2011. These new agreements have a fixed term ending on March 31, 2015. They may generally only be terminated by mutual agreement or by termination for cause under Section 626 of the German Civil Code. If a Management Board member’s office as such is revoked for cause according to Section 84 para. 1 AktG, which does not also constitute good cause in the meaning of Sec. 626 of the German Civil Code, the service agreement ends after the lapsing of the applicable statutory notice period under Sec. 622 of the German Civil Code, provided the revolution is based on a substantial breach of contract for which the Management Board Member is responsible. The new service agreements will enter into force on April 1, 2011 and are subject to the condition subsequent that the Offering closes prior to May 15, 2011. The compensation for 2009, 2010 and pro rata temporis for the period from January until March 2011 is still based upon the old managing director service agreements.

Compensation of Management Board Members The Management Board members are compensated in accordance with Section 87 AktG. The compensation consists of fixed and variable, success-oriented components. The variable compensation consists of an annual cash bonus, a cash based long term incentive program with a three year assessment base and a matching stock program for the period from 2011 until 2015. The variable compensation is based on financial figures (EBITA and free cash flow) of the Norma Group and the stock price of the Company. As a one time payment for the additional tasks and duties during the process of preparing and closing the Offering, the Management Board members receive a one time IPO-bonus that is paid in two equal installments in December 2011 and December 2012 respectively.

157 The compensation for the members of the Management Board under the new service agreements consists of an annual fixed salary amounting to between 56.2% in 2011 to 31.6% in 2015 of the total compensation (in each case excluding the IPO-bonus and assuming 100% target achievement for short term and long term incentive) depending on the individual and the variable remuneration components. The variable remuneration is divided in three components: a short term incentive, a long term incentive and a matching stock program. The short term incentive is an annual bonus payment dependent upon results from normal business activities and is measured by performance against two financial figures: EBITA and free cash flow of the Norma Group, which are provided in or on the basis of the group budget approved by the Supervisory Board. The short term incentive makes up 14.1% in 2011 to 7.9% in 2015 of the aggregate total compensation and in general is limited in amount. Further 16.4% in 2011 to 24.1% in 2015 of the aggregate total compensation is paid as a long term incentive over a period of three years after the incentive is granted. The long term incentive is granted in tranches, one for each year of employment and in general is limited in amount. The performance period of each tranche is three years. The long term incentive actually paid out depends upon the performance against two financial figures: EBITA and free cash flow of the Norma Group. In general the Management Board members receive an agreed percentage of the Euro amount of these two financial figures ranging between 0.092% and 0.154% for the EBITA component and between 0.051% and 0.085% for the free cash flow component as long term incentive. If, however, the actual EBITA and free cash flow are below the EBITA and/or free cash flow projected in the mid-term group budget approved by the Supervisory Board, the pay out is reduced, which may even lead to a loss of the long term incentive for the relevant tranche. The remaining 13.3% in 2011 to 36.4% in 2015 of the aggregate total compensation results from a matching stock program providing for five annual tranches granted each year from 2011 to 2015 (assuming an increase in value of 8.0% per annum.) This matching stock program obligates Management Board members to invest 1.75 times their annual base salary in stock of the Company. The investment has to be held for the entire term of the matching stock program. For each share held in the Company, the Management Board members receive a certain number of fictious options to acquire shares in the company for each tranche of the matching stock program. The exact amount depends upon a factor to be set by the Supervisory Board. For the 2011 tranche the factor is set at 1.5. Thus if a Management Board member was obligated to hold 1,000 shares in the Company, he would receive 1,500 fictious options for the 2011 tranche. The fictious options are subject to a lock-up period of four years and may be exercised during a subsequent two-year exercise period. The options may only be exercised if the stock price of the Company exceeds the set threshold for the relevant tranche. If exercised, the fictious options are transformed into a gross amount equaling the difference between the option price and the relevant stock price multiplied with the number of exercised fictious options. The net amount resulting from the calculated gross amount is paid out to the Management Board members. Alternatively the Company represented by the Supervisory Board may decide to buy shares in the name and on behalf of the Management Board member in an amount equaling the net amount. The maximum gross amounts resulting from the exercise of the fictious options of one tranche in general is limited in amount. In an extraordinary general shareholders’ meeting of the Company expected to be held on or about April 6, 2011, it is expected that the shareholders will approve a resolution regarding the redemption of all treasury shares currently held by the Company by decreasing the registered share capital of the Company from A25,010,000 by A147,600 to A24,862,400 in the simplified procedure set forth in Section 237 para. 3 to 5 AktG. The capital decrease will become effective upon registration with the commercial register which is anticipated to take place on April 7, 2011.

In addition, Management Board members are entitled to ancillary benefits that include, among other things, continued payment of salaries in case of sickness, a death and disability insurance, which also covers private accidents. The Management Board members do not receive pension benefits. All members of the Management Board also receive a company car for business and private use as well as travel expenses. All service agreements of the Management Board members provide that in the case of death, the relevant base salary will continue to be paid for the months of deaths and the following five months (up to the end of the term of the agreement), and variable salary will be calculated and paid out as agreed up to the date of death. All members of the Management Board are subject to post-contractual poaching prohibitions, but only one Management Board member is subject to post- contractual non-compete obligations.

The members of the Management Board are covered under a directors’ and officers’ insurance policy with coverage for up to A20.0 million per insured event and year, the costs of which are borne by the Company. According to the new service agreements the directors’ and officers’ insurance will provide for a deductible in the amount of 10% of each insured event, limited, however, to 1.5 times the annual base salaries for the insured bodies, see Section 93 para. 2 no. 3 AktG.

According to a shareholders’ resolution which is anticipated to be passed with three-quarters majority on April 6, 2011, we do not disclose the individual compensation for each member of the Management Board in accordance with Section 286 para. 5 HGB. Accordingly, the following overview provides a combined summary of

158 the overall remuneration and benefits payable to the members of the Management Board under the service agreements for 2011 (including the corresponding bonus agreements which remain to be finalized): Entitlement Scope Annual fixed salary A1,300,000 Annual bonus (Jahresbonus) prior to the Offering Approximately A260,000(1) Annual bonus (Jahresbonus) after the Offering Annual Cash Bonus: A0 – 487,500 Long-Term Incentive: A0 – 627,440 Matching Stock Program: A0 – 565,170 IPO-bonus A1,120,000(2)

(1) Management estimates. The exact amount of the annual bonus (Jahresbonus) prior to the Offering depends on the Company’s performance in 2011 and the fulfilment of certain annual targets which are to be assessed at the end of 2011. (2) To be paid in two equal installments in December 2011 and December 2012 respectively. The remuneration of the members of the Management Board is to be reviewed at regular intervals each year starting in the second half of 2012. The Supervisory Board is entitled to reduce the remuneration if a detrimental change in the Company’s financial situation renders the scope of remuneration inappropriate. In this case, the members of the Management Board may terminate their service agreements with a notice period of six weeks to the end of a calendar quarter. During the fiscal year 2010, the Company (which during such year was first DNL 1. Beteiligungsgesellschaft mbH and then, as of and from December 3, to March 14, 2011 NORMA Group GmbH) or other entities within our Group, paid (or will pay in respect of 2010) to the four members of the Management Board combined a total of A1,094,000 in fixed salary and A1,947,000 in annual bonus.

Shareholdings of Management Board Members All members of the Management Board currently hold shares in the Company or options on shares in the Company as follows (rounded to two decimal points): upon completion of upon completion of the offering the offering immediately prior (no exercise of (assuming full exercise Name to the offering Greenshoe Option) of Greenshoe Option) Werner Deggim ...... 1.82% 0.87% 0.72% Dr. Othmar Belker ...... 0.98% 0.46% 0.39% John Stephenson ...... 1.01% 0.48% 0.40% Bernd Kleinhens ...... 1.32% 0.63% 0.52% Total Management Board...... 5.13% 2.50% 2.10%

SUPERVISORY BOARD Overview In accordance with the Company’s articles of association and Sections 95 and 96 AktG, the Supervisory Board currently consists of three members who are elected by the shareholders at the general shareholders’ meeting. It is intended that the extraordinary general shareholders’ meeting of the Company expected to be held on April 6, 2011 will amend the Company’s articles of association by increasing the number of members of the Supervisory Board from three to six. This amendment will become effective upon registration with the commercial register which is expected to take place on April 7, 2011. It is further intended that the extraordinary general shareholders’ meeting of the Company expected to be held on April 6, 2011 will appoint three new members of the Supervisory Board with effect as of the end of the day on which the registration of the amendment of the articles of association in relation to the increased number of Supervisory Boards seats is registered (expected to occur on April 7, 2011). Unless the general shareholders’ meeting has set a shorter term, the term of each Supervisory Board member, as well as the term of each substitute member, if elected, expires at the end of the annual general shareholders’ meeting discharging the members of the Supervisory Board for the fourth financial year following the commencement of the member’s term of office, not including the financial year in which the term commences. The election of a successor for a member leaving his or her office before the end of his or her term of office expires at the next general shareholders’ meeting, if a replacement vote is held at such meeting; if no replacement vote is held, such substitute member’s term is extended for the remainder of the term of office of the prematurely departing member. The term of office of a substitute member elected in a replacement vote expires at the end of the term of office of the prematurely departing member whom such person has replaced. Re-election is possible.

159 The Company’s articles of association provide that regular members and substitute members of the Super- visory Board may resign, without good cause, by providing one month’s prior written notice to the Company, represented by the Management Board. A copy thereof shall be presented to the chairman of the Supervisory Board (or in the case of the resignation of the chairman of the Supervisory Board, to the deputy chairman). The right to resign for good cause without prior notice remains unaffected by the foregoing. The shareholders’ meeting may appoint substitute members for one or more Supervisory Board members, who, in accordance with specific determinations by the general shareholders’ meeting, may become members of the Supervisory Board if elected Supervisory Board members leave office before the end of their term. The term of the substitute member expires as soon as a successor for the departing Supervisory Board member is appointed, but no later than the expiration of the departing Supervisory Board member’s term. Following the general shareholders’ meeting after which the term of the Supervisory Board members elected by the general shareholders’ meeting begins, it elects a chairman and a deputy chairman from among the Supervisory Board’s members to serve for the duration of those members’ terms. Should the chairman or the deputy chairman leave office prior to the expiration of his or her term, the Supervisory Board must without delay elect a new chairman or deputy chairman to fill the remaining term of the departing chairman or deputy chairman. Under mandatory statutory provisions and the Company’s articles of association, the Supervisory Board is authorized to establish internal rules of procedure and form committees of at least three individuals from among its members. The Supervisory Board’s internal rules of procedure are dated March 9, 2011. Pursuant to Section 13 para. 2 of the Company’s articles of association, the Supervisory Board is authorized to make amendments to the articles of association that only affect their wording. As a rule, the Supervisory Board is expected to hold quarterly meetings and must hold at least two meetings within each six-month period. Meetings of the Supervisory Board are usually called by its chairman with two weeks advance notice. The day on which the notice is sent and the day of the meeting itself are not included when calculating this period. In urgent cases, the chairman can shorten the notice period within reason and call a meeting in person, or by telephone, facsimile, e-mail or other conventional means of communication. The Company’s articles of association provide that at least three Supervisory Board members must participate in voting on a resolution to constitute a quorum. Any member who is present but abstains from voting is deemed to have participated in the vote. Absent members may participate in the casting of votes pursuant to Section 108(3) AktG. Unless otherwise required by law or by the articles of association, resolutions of the Supervisory Board are passed by a simple majority of the votes cast. For purposes of passing a resolution, abstentions do not count as votes cast. If a vote in the Supervisory Board results in a tie, the chairman has a casting vote. The Company’s articles of association provide that resolutions may be passed outside a meeting orally, by telephone, in written form, by facsimile, by email or by other conventional means of communication, if all members of the Supervisory Board participate in such procedure or if the chairman of the Supervisory Board instructs to such procedure and no member of the Supervisory Board objects to this form of voting within a reasonable period of time to be determined by the chairman of the Supervisory Board. Members of the Supervisory Board The following table lists the members of the Supervisory Board and other activities currently performed by them outside the Company.

Appointed Expected membership of Principal Activity Name Age Member since until(1) committees(2) outside of the Company Dr. Stefan Wolf (Chairman) . . . 49 March 9, 2011 GSM(3) 2016 Presiding and Nomination CEO of ElringKlinger AG Committee (Chairman) Dr. Ulf von Haacke (Deputy Chairman) ...... 45 March 9, 2011 GSM 2016 Presiding and Nomination Managing Director of Committee 3i Deutschland Gesellschaft fu¨r Industriebeteiligungen mbH Dr. Christoph Schug ...... 56 March 9, 2011 GSM 2016 Presiding and Nomination Consultant Committee Audit Committee (Chairman) Gu¨nter Hauptmann ...... 56 April 6, 2011(4) GSM 2016 None Consultant Knut J. Michelberger ...... 63 April 6, 2011(4) GSM 2016 Audit Committee Consultant Lars M. Berg...... 64 April 6, 2011(4) GSM 2016 Audit Committee Consultant

(1) The Supervisory Board members are elected for the period up to the conclusion of the general shareholders’ meeting at which the discharge resolution for the fourth fiscal year after the commencement of their term of office is voted on; the fiscal year in which their term of office begins is not counted. (2) The committees have been established by a Supervisory Board resolution dated March 9, 2011 which will become effective upon registration of the amendment of the Company’s articles of association in relation to the number of Supervisory Board members which is expected to take place on April 7, 2011. The members of the committees and the chairman of the audit committee are expected to be elected in a

160 Supervisory Board meeting to be called and held after the appointment of the three further members of the Supervisory Board has become effective, which is expected to take place at the end of April 7, 2011. (3) General shareholders’ meeting. (4) Gu¨nter Hauptmann, Knut J. Michelberger and Lars M. Berg are expected to be appointed on April 6, 2011 with effect of, and to begin their respective terms, upon the end of the day on which the amendment of the Company’s articles of association in relation to the increase of the number of Supervisory Board members has been registered with the commercial register. If the amendment is registered on April 7, 2011 (as expected) the appointments will become effective upon the end of that day. The following overview lists all of the companies and enterprises in which the members of the Supervisory Board currently hold seats or have held seats on administrative, management or supervisory boards, or comparable German or foreign supervisory bodies, or of which they were partners during the last five years, with the exception of the Company and the subsidiaries of NORMA Group. Name Positions held outside the Company Dr. Stefan Wolf ...... Current positions: (Chairman) • Chief Executive Officer, ElringKlinger AG, Dettingen/Erms, Germany • Member of Supervisory Board, Fielmann AG, Hamburg, Germany (since 2010) • Member of Supervisory Board, Micronas Semiconductor Holding AG, Zurich, Switzerland (since 2009) Past positions (last five years): • None Dr. Ulf von Haacke . . . Current positions: (Deputy Chairman) • None Past positions (last five years): • None Dr. Christoph Schug . . Current positions: • Member of Supervisory Board, Tom Tailor Holding AG, Hamburg, Germany • Member of Supervisory Board, Baden-Baden Cosmetics AG, Baden-Baden, Germany • Member of Supervisory Board, Conmoto Consulting Group, Munich, Germany Past positions (last five years): • Managing Director and Chief Financial Officer, HT Troplast GmbH, Berlin, Germany • Member of Supervisory Board, WIV Wein International AG, Bingen, Germany • Chairman of Supervisory Board, Berkenhoff GmbH, Heuchelheim, Germany Gu¨nter Hauptmann . . . Current positions: • Chairman of the Supervisory Board, Autotxt Ltd., London, UK (since 2008) • Chairman of the Supervisory Board, SVOX AG, Zuerich, Switzerland (since 2008) Past positions (last five years): • Member of the Supervisory Board, SAS GmbH, Karlsruhe, Germany (until 2006) • Member of the Supervisory Board, Ertico—ITS Europe, Brussels, Belgium (until 2006) • Member of the Supervisory Board, Autosar, Germany (until 2006) • Member of the Supervisory Board, Deutsche BP AG, Bochum, Germany (until 2008) Knut J. Michelberger . . Current positions: • Chief Financial Officer at Dematic Europe GmbH, Frankfurt, Germany (since 2010) Past positions (last five years): • Chief Financial Officer/Chief Operating Officer, GE Access Europe, GE Capital Commercial Finance, Amsterdam, Netherlands (until 2006) • Managing Director, JM Gesellschaft fu¨r industrielle Beteiligungen GmbH & Co. KGaA, Worms, Germany (until 2009) • Member of the Management Board, RKW SE, Frankenthal, Germany (until 2009)

161 Name Positions held outside the Company Lars M. Berg ...... Current positions: • Chairman of the Supervisory Board, Net Insight, Stockholm, Sweden • Member of the Supervisory Board, Ratos, Stockholm, Sweden • Member of the Supervisory Board, Tele2, Stockholm, Sweden • Member of the Supervisory Board, KPN/OnePhone, Dusseldorf, Germany Past positions (last five years): • Member of the Supervisory Board, Telefonica Moviles, Madrid, Spain • Member of the Supervisory Board, Schibsted, Oslo, Norway • Member of the Supervisory Board, PartyGaming, London, UK • Member of the Supervisory Board, Eniro, Stockholm, Sweden The members of the Supervisory Board may be reached at the Company’s business address. The following section presents brief biographies of the current members of the Company’s Supervisory Board: Dr. Stefan Wolf was born on September 12, 1961. After completion of a banking apprenticeship, he studied law at the Eberhard Karls University of Tubingen, where he received a PhD. He started his career in 1994 as an attorney at the Thu¨mmel Schu¨tze & Partner law firm in Stuttgart. From 1997, Dr. Wolf was employed as in-house lawyer at Elring Klinger GmbH, where he became head of the department of legal affairs and personnel in 1998. In 2000, Dr. Wolf became responsible for the management of the investor relations and capital markets department at ElringKlinger AG, in addition to heading the department of legal affairs and personnel. In 2004 he became general agent for the management board, and in 2005 he was appointed management board spokesman for ElringKlinger AG. Dr. Wolf has been the Chief Executive Officer of ElringKlinger AG since March 2006. Dr. Ulf von Haacke was born on March 3, 1966. He studied Mechanical Engineering at the Technical University of Aachen, where he also received a PhD. In addition, he holds a degree in Business Administration from the distance university of Hagen. Dr. von Haacke started his career with Fraunhofer Gesellschaft, working with clients in the industrial goods, materials and automotive industries. He headed the Fraunhofer’s Boston operations before joining the Boston Consulting Group in their industrial goods practice. Dr. von Haacke joined 3i Germany in 2001 and was appointed Managing Director in May 2009. Dr. Christoph Schug was born on February 26, 1955. He holds a PhD degree in Business Administration from the University of Stuttgart-Hohenheim and a master degree in economics of the University of Bonn. He looks back to a career in various business fields for over 25 years, playing operative roles as CFO and CEO for 20 years, as well as performing board functions in a wide variety of listed, private held and private-equity-based companies. Dr. Schug started his career as controller for BOSCH in 1980. Afterwards he held positions at Porsche AG and STEAG AG. Further positions were CFO of Sto¨hr & Co. AG, a manufacturer of technical textiles and CEO of Peiniger Group (a provider of technical services). Later he acted as CEO of Adcapital AG (formerly Berliner Elektro Holding). From 2005 he successfully restructured the LBO company HT Troplast as CFO. Since 2008, Dr. Schug is an independent consultant to 3i and has been a member of the advisory board of NORMA group since 2009. Gu¨nter Hauptmann was born on August 8, 1954. He has graduated in Mechanical Engineering from the University of Applied Sciences Giessen-Friedberg in 1981, has attended an International Advanced Management Program at the Insead Institute and holds a PhD from the California Coast University, Santa Ana. Mr. Hauptmann worked in Engineering and General Management positions in th Electronic Industry, Mechanical Industry and Automotive Industry over the last 30 years. He was Executive Board Member at Mannesmann VDO and Siemens VDO and was in Management and Senior Management positions at Canon Inc., Japan, Digital Equipment Corporation, USA and Rheinmetall AG, Dusseldorf, Germany. Since 2006, Mr. Hauptmann is running his own Consulting Company. Knut J. Michelberger was born on February 2, 1948. In 1969, he graduated in Engineering from the University of Wuppertal and in 1976 he graduated in Business Administration from the University of Bochum. Over the last 30 years, he has worked in several financial and operational leadership roles in Europe, USA and Asia. He has been a senior advisor to 3i since 2010. Lars M. Berg was born on July 29, 1947. He graduated from the Gothenburg School of Economics in 1970. Between 1970 and 1994, Mr. Berg held various executive positions in the Ericsson Group. He was a member of the Ericsson Corporate Executive Committee, for ten years, with full responsibility for the business areas Cables and Business Networks, as well as president of the subsidiaries Ericsson Cables AB and Ericsson Business Networks AB. From June 1994 until February 1999 he was Chief Executive Officer of the TELIA Group and President of

162 TELIA AB, the leading telecom operator in the Nordic/Baltic area. In March 1999 he joined the executive board of Mannesmann AG, Du¨sseldorf, Germany, as head of its Telecommunications Business. After the Vodafone takeover of Mannesmann, Mr. Berg is, since August 2000, active as an independent non-executive board member and consultant to several companies in the Telecommunications, Media and Financial industries (Eniro, Net Insight, Ratos, Constellation Growth Capital, Adara Ventures among others).

Supervisory Board Committees Pursuant to Section 107(3) AktG, the Supervisory Board may form committees from among its members and charge them with the performance of specific tasks. The Committees’ tasks, authorizations and processes are determined by the Supervisory Board. Where permissible by law, important powers of the Supervisory Board may also be transferred to the committees. Under Article 9 of its internal rules of procedure the Supervisory Board has set up and appointed a Presiding and Nomination Committee and an Audit Committee.

Presiding and Nomination Committee The Presiding and Nomination Committee prepares the staffing decisions of the Supervisory Board and the meetings of the supervisory board and has the following responsibilities: • preparation of the resolutions of the Supervisory Board regarding the conclusion, alteration and termination of employment contracts of members of the Management Board within the framework of the compensation system adopted by the Supervisory Board; • preparation of the resolutions of the Supervisory Board to reduce the remuneration of the management board through the judiciary under Section 87 para. 2 AktG; • preparation of the resolutions of the Supervisory Board on the framework of the compensation scheme of the Management Board, including its essential contractual elements and providing the Supervisory Board with information necessary for it to review this compensation scheme on a regular basis; • representation of the Company vis-à-vis former members of the Management Board under Section 112 AktG; • granting consent for secondary occupations (including the acceptance of seats on supervisory boards outside the NORMA Group) and for other activities of a Management Board member under Section 88 AktG; • granting loans to the persons named in Section 89 and 115 AktG; • approval of agreements with Supervisory Board members under Section 114 AktG; and • proposing suitable candidates as Supervisory Board members to the general shareholders’ meeting in case of elections of Supervisory Board members. The Presiding and Nomination Committee monitors adherence to the rules of procedure of the Management Board. The Presiding and Nomination Committee is informed by the Management Board in accordance with the information obligations set forth in the rules of procedure of the Management Board. Members of the Presiding and Nomination Committee will be Dr. Stefan Wolf as chairman of the committee, Dr. Ulf von Haacke and Dr. Christoph Schug. The members of the Presiding and Nomination Committee are expected to be elected in a Supervisory Board meeting to be called and held after the appointment of the three further members of the Supervisory Board has been effective which is expected to take place at the end of April 7, 2011. The internal rules of procedure of the Supervisory Board provide that the chairman of the Supervisory Board is also the chairman of the Presiding and Nomination Committee.

Audit Committee The Audit Committee is responsible for reviewing the accounting process, the effectiveness of the internal system of control, risk management and compliance, the necessary independence of the auditors, commissioning the auditors to conduct the audit, agreeing on additional services to be provided by the auditor or establishing the main points of the audit, and reaching agreement upon a fee. It prepares the Supervisory Board’s resolution on the annual financial statements. Members of the Audit Committee will be Dr. Christoph Schug as chairman of the committee, Lars M. Berg and Knut J. Michelberger. The members and the chairman of the Audit Committee are expected to be elected in a

163 Supervisory Board meeting to be called and held after the appointment of the three further members of the Supervisory Board has become effective which is expected to take place at the end of April 7, 2011.

Compensation of Supervisory Board Members The extraordinary general shareholders’ meeting intended to take place on April 6, 2011 is expected to pass a shareholder resolution regarding the remuneration of the members of the Supervisory Board. The main features of the remuneration system to be established by this resolution comprise:

Fixed Remuneration Each member of the Supervisory Board receives a fixed remuneration in the amount of A50,000 for every full business year of its membership in the Supervisory Board. The Chairman of the Supervisory Board’s remuneration amounts to two times the amount, and the Deputy Chairman of the Supervisory Board’s remuneration amounts to one and a half times the amount.

Office Bonuses In addition, the Chairman of the Audit Committee is granted an office bonus (Amtspra¨mie) in the amount of A25,000 per year. The chairman of any other committee established by the Supervisory Board (except for the Chairman of the Presiding and Nomination Committee) shall receive an office bonus in the amount of A15,000 per year. Members of a committee receive an office bonus in the amount of A10,000 per year, but no more than A20,000 per year in total. This office bonus is being granted in addition to an office bonus as chairman.

Directors and Officers Insurance The Company maintains a directors and officers insurance for the members of the Supervisory Board at the Company’s cost which provides for a deductible in the amount of 10% of each insured event, limited, however, to 1.5 times the annual remuneration for the insured bodies.

Miscellaneous Supervisory Board members which had not been appointed for the full business year or it did not hold the relevant office for a full business year receive their remuneration pro rata temporis of their appointment or their office tenure. The members of the Supervisory Board are entitled to reimbursement of their reasonable expenses (including, but not limited to, travel, board and lodging and telecommunication expenses). Expenses are reimbursed upon invoicing and evidence. In addition, the members of the Supervisory Board will be reimbursed for any value added tax accrued on remuneration and expenses. The remuneration system remains in force until it has been amended or terminated by the general shareholders’ meeting of the company.

Remuneration and Benefits in the Business Year 2010 The Supervisory Board of NORMA Group AG was established upon conversion of NORMA Group GmbH into a stock corporation which was resolved upon on March 9, 2011 and became effective by registration with the commercial register on March 14, 2011. In the business year 2010 a supervisory board under the rules of the One- Third Participation Act (Drittelbeteiligungsgesetz) existed at NORMA Group GmbH. It consisted of the three members Dr. Peter Stehle, Dr. Ulf von Haacke und Thomas Kaltenschnee. This supervisory board ceased to existed on February 22, 2011 when a shareholder resolution to change the Company’s articles of association to abolish the supervisory board was registered with the commercial register. The supervisory board existing in the business year 2010 was a completely different corporate body than the supervisory board of NORMA Group AG, and the remuneration of its members followed different rules. Dr. Ulf von Haacke is the only member of the current Supervisory Board of NORMA Group AG who had also served on the supervisory board of NORMA Group GmbH (formerly named DNL 1. Beteiligungsgesellschaft mbH) in 2010. In 2010, he received no remuneration for his membership in the supervisory board of NORMA Group GmbH. To the other members of the Supervisory Board of NORMA Group AG no remuneration or benefits in kind were granted and no amounts were set aside or accrued by the Company or its subsidiaries to provide pension, retirement or similar benefits to them for the business year 2010.

164 Shareholdings of Supervisory Board Members As of the date of this prospectus, Dr. Christoph Schug holds a participation of 0.50% in the Company.

Certain Information on the Members of the Management and Supervisory Boards During the last five years, no member of the Management Board or Supervisory Board has been convicted of any fraudulent offense. In addition, no member of either board has been suspect of an official public incrimination or sanctioned by statutory or regulatory authorities (including professional associations) or, acting in the capacity of a member of an administrative, management or supervisory body of a company or as any senior manager who is relevant to establishing that we have the appropriate expertise and experience for the management of the our business, been associated with any bankruptcies and/or insolvencies, receiverships or liquidations. No member of the Management Board or Supervisory Board has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer during the past five years. No family relationships exist among the members of the Management and Supervisory Boards, both between the boards and within each board.

Non-existence of other Senior Management Other than the members of the Management Board and the Supervisory Board, the Company has no other senior manager who is relevant to establishing that the Company has the appropriate expertise and experience for the management of its business in the meaning of EU Regulation No. 809/2004 Annex I No. 14.

Conflicts of Interest There are no conflicts of interest or potential conflicts of interests between the duties of members of the Management Board and duties of members of the Supervisory Board vis-à-vis the Company and their private interests or other duties. No member of the Management Board or Supervisory Board has entered into any service contract with the Company or any of its subsidiaries providing for benefits upon termination of employment.

GENERAL SHAREHOLDERS’MEETING The Management Board, Supervisory Board (as required by law) or, under certain circumstances, shareholders holding an aggregate of 5% or more of the share capital may call a general shareholders’ meeting. The Supervisory Board must call a general shareholders’ meeting whenever the interests of the Company so require. The Company must hold an annual general shareholders’ meeting (ordentliche Hauptversammlung) during the first eight months of each financial year. Any general shareholders’ meeting has to be held, as the convening body may decide, at the Company’s registered office, at the registered office of a German stock exchange or in another German city with more than 100,000 residents. A general shareholders’ meeting must be called at least 36 days before the day of the meeting, and the notice therefore must be published in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger). The day of the general shareholders’ meeting and the day the notice is given are to be disregarded when calculating the period. Pursuant to the Company’s articles of association, the shareholders are entitled to participate in the general shareholders’ meeting and to exercise their voting rights if they are registered with the shareholder register of the Company 21 days before the general shareholders’ meeting (excluding the day of the announcement and the day of the general shareholders’ meeting) (the “Record Date”) and if their application for participation is received by the Company or any other body designated in the notice of the respective general shareholders’ meeting at least six days before the general shareholders’ meeting (excluding the day of the announcement and the day of the general shareholders’ meeting) in text form in accordance with Section 126b BGB in German or English. The chairman of the general shareholders’ meeting is authorized to allow the audiovisual transmission of the general shareholders’meeting via electronic media in a manner to be further specified by him, provided that this has been stated in the notice of the general shareholders’ meeting. Neither German law nor the Company’s articles of association restrict the right of shareholders who are resident outside of Germany or are foreign nationals to hold the Company’s shares or exercise the voting rights of the shares.

165 Each share entitles its holder to one vote at the general shareholders’ meeting. Shareholders can vote their shares by proxy. Unless otherwise stipulated by mandatory statutory provisions or the articles of association, resolutions of the general shareholders’ meeting are adopted by a simple majority of the votes cast or, if a capital majority is required, by a simple majority of the share capital represented at the meeting. Under the current version of the AktG, resolutions of fundamental importance (grundlegende Bedeutung) require both a majority of votes cast and a majority of at least 75% of the registered share capital represented at the vote on the resolution. Resolutions of fundamental importance include: • changes to the purpose of the Company; • capital increases if the subscription rights of existing shareholders are excluded; • capital decreases; • the creation of authorized or conditional capital; • transformations pursuant to the German Transformation Act (Umwandlungsgesetz), including mergers, divisions, transfers of assets and changes in legal form; • the approval of an agreement to transfer all of the Company’s assets pursuant to Section 179a AktG; • the execution of inter-company agreements, such as controlling and profit-and-loss-transfer agreements; and • the dissolution of the Company. The current version of the AktG requires the Company to publish notices of general shareholders’ meetings in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger) at least 36 days before the general shareholders’ meeting. The registration deadline for attending the meeting is published concurrently with the notice of meeting.

CORPORATE GOVERNANCE The German Corporate Governance Code (Deutscher Corporate Governance Kodex) (the “Code”), adopted in February 2002 and last amended on May 26, 2010, includes recommendations and suggestions for managing and supervising companies listed on German stock exchanges with regard to shareholders and shareholders’ meetings, management and supervisory boards, transparency, accounting and the auditing of financial statements. While the recommendations or suggestions of the Code are not mandatory, Section 161 AktG requires the management board and supervisory board of a listed company to disclose each year which recommendations were and will be followed and which recommendations were not or will not be followed. This disclosure must be made permanently accessible to shareholders. However, deviations from the suggestions contained in the Code need not be disclosed. The main recommendations of the Code in the current version include the following: • The remuneration of members of the management board should contain a fixed component and a component based on economic performance, and a cap should be specified and individual information is to be provided in the notes to the consolidated financial statements in reference to remuneration of the individual members of the management board. • The members of the management board shall disclose any conflicts of interest to the supervisory board. • The supervisory board shall form committees; in particular, an audit committee should be set up to deal with issues of accounting and risk management, the necessary independence of the auditor, and the awarding of audit engagements to auditors, as well as the determination of the special areas emphasized in the audit and the agreement on fees. • The number of former members of the management board on the supervisory board shall be limited, and services on governing entities of major competitors of the Company and advisory activities for major competitors of the company by members of the supervisory board shall be restricted. • Transparency in dealings with shareholders shall be ensured; this includes the use of appropriate communication media such as the Internet and publication of the most important dates for regularly recurring announcement to shareholders with sufficient advance notice, additional use of the English language on Web sites, and the issuance of interim reports. • Transactions with related parties shall be disclosed in the notes to the financial statements.

166 • A declaration of independence concerning business, financial, personal, or other relationships between the auditor and the company shall be obtained before engaging the auditors, and regular reports shall be made concerning the independence of the auditors. Within the fiscal year 2011, we intend to comply with the recommendations of the Government Commission on the German Corporate Governance Code as published by the Federal Ministry of Justice in the official section of the electronic version of the German Federal Gazette with the following exceptions: • For purpose of the Supervisory Board’s proposals for the election of new members of the Supervisory and Management Board, the members of the Supervisory Board will continue to observe the legal requirements and to focus on the professional and personal qualification of the respective candidate, irrespective of its gender. Thereby, also the international activities of the Company, potential conflicts of interests and diversity will be taken into account. However, the Company sees no necessity to set up any concrete goals for this purpose (Section 5.4.1 para. 2 of the Code). • The members of the Supervisory Board will not receive any performance-related compensation (Sec- tion 5.4.6 para. 2 of the Code). With regard to the supervising function of the Supervisory Board, the Company prefers a fixed remuneration for the Supervisory Board in order to ensure the required independent controlling function of the Supervisory Board. The Members of the Supervisory Board received no compensation for services personally performed outside their Supervisory Board activities. • The Company will prepare and publish its consolidated financial statements and condensed consolidated interim financial statements reports within the periods provided by law and not within the periods recommend by the Code (Section 7.1.2 of the Code). Owing to the time required for the careful preparation of financial statements and company reports, earlier publication dates are currently not possible. As of the date of this prospectus, we follow all recommendations of the Code except for the aforementioned exceptions. We plan to comply similarly with the recommendations of the Code in the future.

167 UNDERWRITING The Company, the Selling Shareholders and the Underwriters expect to enter into an underwriting agreement as of April 6, 2011 with respect to the offer and sale of the shares offered hereby (the “Underwriting Agreement”). The offering consists of 19,781,078 registered shares with no par value, each representing a share of A1.00 in the share capital and with full dividend rights as of January 1, 2011; comprising 7,894,737 registered shares with no par value from the capital increase, 9,306,200 registered shares with no par value owned by the Selling Shareholders and 2,580,141 registered shares with no par value owned by the Selling Shareholders to cover a potential overallotment. The offering comprises a public offering in the Federal Republic of Germany and in the Grand Duchy of Luxembourg and a private placement in certain other jurisdictions outside the Federal Republic of Germany and the Grand Duchy of Luxembourg in accordance with Regulation S under the Securities Act. In the United States, the shares are being offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Outside the United States, the shares will be offered in a private placement pursuant to Regulation S under the Securities Act. The offering will begin on March 28, 2011, and is scheduled to end on April 7, 2011. The determination of the offer price per share offered will take place on or about April 7, 2011 using the order book prepared during the bookbuilding process. The offer price is expected to be published via electronic media, such as Reuters or Bloomberg, on or about the same day. Under the terms of the Underwriting Agreement and subject to certain conditions, each Underwriter will be obliged to acquire the maximum number of newly issued shares and to secure investors for existing registered shares set forth below opposite such Underwriter’s name: Maximum number of Percentage of shares to be shares Underwriter acquired* (in %) COMMERZBANK Aktiengesellschaft, Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main, Germany ...... 5,160,281 30 Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60311 Frankfurt am Main, Germany...... 5,160,281 30 Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom ...... 5,160,281 30 Joh. Berenberg Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany ...... 860,047 5 Macquarie Capital (Europe) Limited, Untermainanlage 1, 60329 Frankfurt am Main, Germany...... 860,047 5 Total ...... 17,200,937 100.0

* Excluding exercise of Greenshoe Option. In the Underwriting Agreement, COMMERZBANK, Deutsche Bank and Goldman Sachs will agree for the account of the Underwriters to underwrite the new shares offered hereby at the lowest issue price on April 7, 2011, and the Underwriters will agree to purchase the newly issued shares with a view to offering them to investors in this offering subject to certain conditions. The Underwriters will further agree to procure purchasers of up to 9,306,200 existing shares (as well as up to 2,580,141 additional existing shares with regard to a possible overallotment) from the Selling Shareholders and to offer such shares as part of the offering. The Underwriters will pay the Company the offer price for the new shares (less agreed commissions and expenses) at the time of the delivery of the new shares and the Selling Shareholders the offer price for the existing shares (less agreed commissions and expenses) at the time of the delivery of the existing shares. The obligations of the Underwriters are subject to various conditions, including, among other things, (i) the conclusion of a pricing agreement, (ii) the absence of a material adverse change in the general affairs, business, prospects, management, consolidated financial position, shareholders’ equity or results of operations of NORMA Group, (iii) receipt of customary certificates, legal opinions and letters meeting the Underwriters’ requirements, and (iv) the making of necessary filings and the receipt of necessary approvals in connection with the offering.

RELATIONSHIPS AND TRANSACTIONS WITH DIRECTLY INTERESTED PARTIES The Underwriters or their affiliates may provide services to the Company in the ordinary course of business and have regular business dealings with the Company in their capacity as financial institutions (for a more detailed

168 description of the interests of the Underwriters in the offering, see “The Offering—Interests of the Parties Participating in the Offering”).

COMMISSION The Underwriters will offer the shares at the offer price. The Company (for the shares offered from the capital increase) and the Selling Shareholders (for the shares offered from its own holdings otherwise than in connection with a potential overallotment) will pay the Underwriters commissions consisting of a basic commission of 2.25% of the respective aggregate gross sales proceeds. The Selling Shareholders (for the shares offered from their own holdings in connection with a potential overallotment) will pay the Underwriters commissions consisting of a basic commission of 2.25% of the aggregate gross sales proceeds in respect of such shares. In addition, to these basic commissions, the Company and the Selling Shareholders will pay the Underwriters an additional discretionary fee, payable entirely at the sole discretion of the Company and the Selling Shareholders of up to 1.25% of the aggregate gross offering proceeds. The decision to pay any performance fee and its amount are within the sole discretion of the Company and the Selling Shareholders, and such decision must be made and notified to the Underwriters no later than 35 days following closing of the offering. The Company and the Selling Shareholders have also agreed to reimburse the Underwriters for certain expenses incurred by them in connection with the offering.

GREENSHOE OPTION AND SECURITIES LOAN To cover a potential overallotment, up to 2,580,141 registered shares with no par value will be made available by the Selling Shareholders through a securities loan that bears interest at a customary rate to the Joint Global Coordinators (for the account of the Underwriters). In addition, the Selling Shareholders will further grant the Underwriters the option of acquiring these shares at the offer price less agreed commissions (Greenshoe Option). This option will terminate 30 calendar days after commencement of the stock exchange trading of the shares.

TERMINATION/INDEMNIFICATION The Underwriting Agreement will provide that the Underwriters may under certain circumstances terminate the Underwriting Agreement, which may occur up to two business days after the commencement of trading, including after the shares have been allotted and listed, up to delivery and settlement. Grounds for termination include in particular if • the Company suffers from material change in its business, prospects, management, consolidated financial position, shareholders’ equity or results of operations, or material adverse changes to its business activities since the date of the most recent audited financial statements of the Company contained in the offering documents, and which losses or changes are not disclosed in the offering documents; • trading on a Frankfurt, London or New York stock exchange being suspended or materially limited (other than for technical reasons); • a general moratorium being imposed on commercial banking activities in Frankfurt am Main, London or New York by the responsible authorities after the date of the Underwriting Agreement; • a material adverse change in financial, political or economic conditions or currency exchange rates or currency controls which could have a material adverse impact on the financial markets in the Federal Republic of Germany, the United Kingdom or the United States; and • the outbreak or escalation of hostilities involving, or the declaration of a national emergency or war by, or the occurrence of any acts of terrorism or any other calamity or crisis or any change in conditions in, the Federal Republic of Germany, the United Kingdom or the United States of America occurs or intensifies. If the Underwriting Agreement is terminated, the offering will not take place, in which case any allotments already made to investors will be invalidated and investors will have no claim for delivery. Claims with respect to subscription fees already paid and costs incurred by an investor in connection with the subscription will be governed solely by the legal relationship between the investor and the financial intermediary to which the investor submitted its purchase order. Investors who engage in short selling bear the risk of being unable to satisfy their delivery obligations. The Company and the Selling Shareholders will agree in the Underwriting Agreement to indemnify the Underwriters against certain liabilities that may arise in connection with the offering, including liabilities under applicable securities laws.

169 SELLING RESTRICTIONS The shares will be offered to the public solely in the Federal Republic of Germany and in the Grand Duchy of Luxembourg and not offered or sold either directly or indirectly in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. The shares will not be registered under the Securities Act and may only be offered or sold outside the United States pursuant to Regulation S. The shares will not be sold or offered within the United States, except to certain investors in accordance with Rule 144A and other applicable provisions of U.S. law. No shares which are the subject of the offering outlined in this prospectus will be offered for public sale in any member state of the EEA which has implemented the Prospectus Directive (hereinafter referred to as a “relevant member state”). This shall not apply to the Offering within the Federal Republic of Germany and in the Grand Duchy of Luxembourg as indicated in the prospectus. The shares that will be underwritten may, however, be offered at any time within a relevant member state in accordance with the following exemptions listed in the Prospective Directive, provided these exemptions have been implemented in the relevant member state: • offers of securities to legal entities which are authorized or regulated to operate in the financial markets, or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; • offers of securities addressed solely to legal entities which according to their last annual or consolidated accounts meet at least two of the following criteria: (1) an average number of employees during the last financial year of at least 250, (2) total assets exceeding A43,000,000 and (3) annual net turnover exceeding A50,000,000; • offers of securities addressed to fewer than 100 natural or legal persons other than qualified investors within the meaning of the Prospectus Directive subject to obtaining the prior consent of the Joint Global Corordinators for any such offer; or • in all other cases of Article 3 of the Prospectus Directive. These exemptions shall apply only on condition that such an offer to sell shares does not require publication of a prospectus by the Company or an Underwriter pursuant to Article 3 of the Prospectus Directive. For the purposes of this section an “offer of securities to the public” in a relevant member state shall mean a communication to persons in any form and by any means presenting sufficient information about the terms of the offer and the shares to be offered so as to enable an investor to decide whether to purchase or subscribe for these shares. As a result of the measures to implement the Prospectus Directive in such member state, deviations may arise in this state. The term “Prospectus Directive” covers any and all relevant implementation measures in each relevant member state. Offer of the shares pursuant to the offering are only being made to persons in the United Kingdom who are “qualified investors” or otherwise in circumstances which do not require publication by the Company of a prospectus pursuant to section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”). Any investment or investment activity to which this prospectus relates is available only to, and will be engaged in only with, investment professionals falling within Article 19(5), or high net worth entities falling within Article 49(2), of FSMA (Financial Promotion) Order 2005 or other persons to whom such investment or investment activity may lawfully be made available (together, “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this prospectus and should not act or rely on it.

170 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY The following section contains a short overview of certain German key tax principles that may be relevant in the context of the Offering with respect to the acquisition, holding, or transfer of shares by shareholders in the Company. Neither church tax that may be imposed on individual shareholders in Germany nor inheritance or gift tax is covered in this section. This overview does not purport to be a comprehensive or exhaustive description of all German tax considerations that may be relevant to shareholders. It is based upon domestic German tax laws in effect at the time of preparation of this prospectus. The legal situation may change, possibly with retroactive effect. Prospective investors are recommended to consult their own tax advisors as to the individual tax consequences arising from the investment in the shares.

TAXATION OF THE SHAREHOLDERS Taxation of Dividend Income and Capital Gains Taxation of Shareholders Tax Resident in Germany Shares Held as Private Assets Dividends and capital gains are—as a rule—taxed as investment income and are principally subject to a 25% flat tax (plus 5.5% solidarity surcharge thereon) that is discharged via withholding. As regards capital gains, the withholding tax is generally only deducted, where the shares are held in custody with a German custodian (German resident credit institutions, financial services institutions (including German permanent establishments of foreign institutions), securities trading companies or securities trading banks, in the following, “Disbursing Agent”). The shareholder is taxed on the gross personal investment income, less the saver’s allowance of A801 (or, for married couples filing jointly, A1,602). The deduction of income related expenses actually incurred is generally not possible. Private investors can apply to have their investment income assessed in accordance with the general rules on determining an individual’s tax bracket if this would result in a lower tax burden. An assessment is mandatory, where the shares that are disposed of were held in an account outside of Germany. In this case, the shareholder will be taxed on gross personal investment income, less the saver’s allowance of A801 (or, for married couples filing jointly, A1,602), without deduction of income-related expenses actually incurred. If tax is initially withheld, it will be credited against the amount of personal income tax assessed against the shareholder. Losses resulting from the disposal of shares can only be offset by capital gains from the sale of shares. If, however, a shareholder, or in the case of a gratuitous acquisition, the shareholder’s legal predecessor, directly or indirectly held at least 1% of the share capital of the Company at any time during the five years preceding the sale, 60% of any capital gain resulting from the sale are taxable at the marginal income tax rate (plus 5.5% solidarity surcharge thereon). Conversely, 60% of any capital loss are recognized for tax purposes.

Shares Held as Business Assets If shares form part of a German business (including a German permanent establishment or a fixed base of a foreign business or the shares form part of business assets for which a permanent representative has been appointed), taxation depends on whether the shareholder is a corporation, sole proprietor or partnership (co- entrepreneurship). Irrespective of the legal form of the business investor, dividends are subject to a 25% withholding tax (plus 5.5% solidarity surcharge thereon). The withholding tax is credited against the respective shareholder’s final (corporate) income tax liability. To the extent the amount withheld exceeds the (corporate) income tax liability, the withholding tax will be refunded, provided that certain requirements are met. Special rules apply to financial institutions (Kreditinstitute), financial services providers (Finanzdienstleis- tungsinstitute), financial enterprises (Finanzunternehmen), life insurance and health insurance companies, and pension funds. (i) Corporations: For corporations, dividends and capital gains are, as a rule, effectively 95% tax exempt from corporate income tax (including solidarity surcharge). Business expenses actually incurred in connection with the dividends and capital gains are deductible for corporate income tax and—subject to certain restrictions—trade tax purposes. Dividends are fully subject to trade tax, unless the shareholder holds at least 15% of the registered share capital of the Company at the beginning of the tax assessment period. In the latter case effectively 95% of the dividends are

171 also exempt from trade tax. Capital gains, however, are irrespective of the size of the shareholding 95% tax exempt from trade tax. Losses from the sale of shares are not tax deductible for corporate income tax and trade tax purposes.

(ii) Sole proprietors (individuals): 60% of dividends and capital gains are taxed at the marginal personal income tax rate (plus 5.5% solidarity surcharge thereon) where the shares are held by an individual as business assets. Correspondingly, only 60% of business expenses related to the dividends and capital gains are deductible for income tax purposes (subject to general restrictions, if any).

If shares are held as business assets of a commercial permanent establishment located in Germany dividends are fully subject to trade tax, unless the sole proprietor holds at least 15% of the Company’s registered share capital at the beginning of the tax assessment period. In this case dividends are fully tax exempt from trade tax. As regards capital gains, only 60% of the gains are subject to trade tax. 60% of any losses from the sale of shares are tax deductible for income tax and trade tax purposes. All or part of the trade tax is generally credited as a lump sum against the sole proprietor’s income taxes.

(iii) Partnerships (co-entrepreneurships): For (corporate) income tax purposes, partnerships are principally transparent. Thus, (corporate) income tax will be assessed and levied only at the level of the partners considering the rules outlined above (subsection (i) and (ii)).

If shares are held as business assets of a commercial permanent establishment located in Germany dividends and capital gains are subject to trade tax at the level of the partnership considering the trade tax rules applicable to the partner holding the interest in the relevant partnership. As regards the question, whether the participation threshold of 15% discussed in subsection (i) and (ii) above is reached, the shareholding of the partnership is authoritative.

If the partner is an individual, all or part of the trade tax the partnership pays on his or her stake in the partnership’s income is credited as a lump sum against his or her personal income tax liability.

Taxation of Shareholders not Tax Resident in Germany

Dividends received by a foreign tax resident shareholder without a German business will be effectively subject to (final) German withholding tax at a rate of 25% (plus 5.5% solidarity surcharge thereon) that is deducted by the Company. A foreign corporate shareholder can, however, apply—subject to certain conditions—for a reduction of the German withholding tax down to 15% (plus a 5.5% solidarity surcharge thereon) under German domestic tax laws.

Where dividends are distributed to a company domiciled in another member state of the EU within the meaning of Article 3(1)(a) of the Parent-Subsidiary Directive (EC Directive 90/435/EEC of the Council dated July 23, 1990, as amended), the withholding tax may be waived or is refunded upon application, provided that the relevant shareholder holds at least 10% of the registered share capital (Grundkapital) of the Company and additional requirements are met.

In addition, double taxation treaties may provide for additional relief. In order to obtain a refund of or exemption from withholding tax additional requirements must be met and the relevant shareholder has to submit an application (in line with official application forms) with the German Federal Central Office of Taxation (Bundes- zentralamt fu¨r Steuern, Hauptdienstsitz Bonn-Beuel), An der Ku¨ppe 1, 53225 Bonn, Germany.

Capital gains are only taxable in Germany, (i) where the shares are allocable to a permanent establishment/ permanent representative of the seller or where the seller or, (ii) in the case of a gratuitous transfer, any of the seller’s legal predecessors has held, directly or indirectly, at least 1% of the Company’s registered share capital at any time during the five years preceding the sale. If the shareholder is a corporation at most 5% of the capital gains from a sale of shares are effectively subject to corporate income tax plus solidarity surcharge thereon; if the shareholder is an individual 60% of the capital gains from a sale of shares are taxable. The tax is assessed by way of a formal assessment procedure. However, applicable double taxation treaties may provide for a relief from German taxation in these cases.

Withholding tax on capital gains at a rate of 25% (plus 5.5% solidarity surcharge thereon) is levied, if the capital gains are taxable in Germany (compare above) and the shares are held in custody with a Disbursing Agent. It is—as a rule—imposed on the excess of the proceeds from the sale (after deduction of directly related expenses) over the book value or acquisition costs (as the case may be) of the shares. However, according to a decree of the German Federal Ministry of Finance, this withholding tax on capital gains is not levied in case of (ii) above.

172 Deduction of Withholding Tax Under German law, the Company as issuer of the shares assumes responsibility for the withholding of taxes at the source with respect to the deduction of withholding tax from dividends paid on the shares, whereas there is no obligation for the Company to withhold tax from capital gains realized upon disposal of the shares.

OTHER TAXES No German transfer tax, value-added tax, stamp duty or similar taxes are assessed on the purchase, sale or other transfer of shares. Provided that certain requirements are met, business owners may, however, opt for the payment of value-added tax on transactions that are otherwise tax exempt. No net wealth tax is currently imposed in Germany.

173 TAXATION IN LUXEMBOURG

LUXEMBOURG TAXATION OF SHARES OF A NON RESIDENT COMPANY The following information is of a general nature only and is based on the laws in force in Luxembourg as of the date of this Prospectus. It does not purport to be a comprehensive description of all of the tax considerations that might be relevant to an investment decision. It is included herein solely for preliminary information purposes. It is not intended to be, nor should it be construed to be, legal or tax advice. It is a description of the essential material Luxembourg tax consequences with respect to the Offering and may not include tax considerations that arise from rules of general application or that are generally assumed to be known to shareholders. This summary is based on the laws in force in Luxembourg on the date of this Prospectus and is subject to any change in law that may take effect after such date. Prospective shareholders should consult their professional advisors with respect to particular circumstances, the effects of state, local or foreign laws to which they may be subject and as to their tax position. Please be aware that the residence concept used under the respective headings applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi), as well as personal income tax (impôt sur le revenu) generally. Corporate shareholders may further be subject to net wealth tax (impôt sur la fortune), as well as other duties, levies or taxes. Corporate income tax, municipal business tax, as well as the solidarity surcharge invariably applies to most corporate taxpayers resident of Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.

INCOME TAX Withholding Taxes Dividend payments made to shareholders by a non-resident company, such as the Company, as well as liquidation proceeds and capital gains derived therefrom are not subject to a withholding tax in Luxembourg.

Taxation of Income Derived From Shares, and Capital Gains Realized On Shares/Subscription Rights by Luxembourg Residents Luxembourg resident individuals Dividends and other payments derived from shares by resident individual shareholders, who act in the course of the management of either their private wealth or their professional/business activity, are subject to income tax at the progressive ordinary rate with a current top effective marginal rate of up to 42.14% depending on the annual level of income of individuals, starting from the fiscal year 2011. A tax credit may be granted for foreign withholding taxes, provided it does not exceed the corresponding Luxembourg tax. Under current Luxembourg tax law, 50% of the gross amount of dividends received by resident individuals from (i) a Luxembourg resident fully- taxable company limited by share capital, or (ii) a company limited by share capital resident in a country with which Luxembourg has concluded a double tax treaty and liable to a tax corresponding to Luxembourg’s corporate income tax, or (iii) a company resident in an EU Member State and covered by Article 2 of the amended EU Parent- Subsidiary Directive (90/435/ EEC of 23 July 1990, as amended) is exempt from income tax. Capital gains realized on the disposal of shares/Subscription Rights by resident individual shareholders, who act in the course of the management of their private wealth, are not subject to income tax, unless said capital gains qualify either as speculative gains or as gains on a substantial participation. Capital gains are deemed to be speculative and are subject to income tax at ordinary rates if shares/Subscription Rights are disposed of within 6 months after their acquisition or if their disposal precedes their acquisition. Participation is deemed to be substantial where a resident individual shareholder holds, either alone or together with his spouse or partner and/or minor children, directly or indirectly at any time within the five years preceding the disposal, more than 10% of the share capital of the Company. The same regime applies to Subscription Rights if a holder of Subscription Rights holds also a substantial participation of shares in the Company. A shareholder is also deemed to transfer a substantial participation if he acquired free of charge, within the five years preceding the transfer, a participation that was constituting a substantial participation in the hands of the transferor (or the transferors in case of successive transfers free of charge within the same five-year period). Capital gains realized on a substantial participation more than six months after the acquisition thereof are subject to income tax according to the half-global rate method, (that

174 is, the average rate applicable to the total income is calculated according to progressive income tax rates and half of the average rate is applied to the capital gains realized on a substantial participation). A disposal may include a sale, an exchange, a contribution or any other kind of alienation of shares/Subscription Rights.

Capital gains realized on the disposal of shares/Subscription Rights by resident individual shareholders, who act in the course of their professional/business activity, are subject to income tax at ordinary rates. Taxable gains are determined as being the difference between the price for which the shares/Subscription Rights have been disposed of and the lower of their cost or book value.

Luxembourg Fully Taxable Residents and Luxembourg Permanent Establishments of Foreign Companies

Dividends and other payments derived from shares and paid to a Luxembourg resident fully taxable company are subject to income taxes at the global rate of 28.80% (for companies incorporated in Luxembourg City), starting from the fiscal year 2011, unless the conditions of the participation exemption regime, as described below, are satisfied. If these conditions are not met, under current Luxembourg tax laws, 50% of the gross amount of dividends received from (i) a Luxembourg resident fully-taxable company limited by share capital, or (ii) a company limited by share capital resident in a country with which Luxembourg has concluded a double tax treaty and liable to a tax corresponding to Luxembourg’s corporate income tax, or (iii) a company resident in a EU Member State and covered by Article 2 of the amended EU Parent-Subsidiary Directive is exempt from income tax. A tax credit may further be granted for foreign withholding taxes, provided it does not exceed the corresponding Luxembourg corporate tax on the dividends and other payments derived from shares of the Company.

Under the participation exemption regime, dividends derived from shares may be exempt from income tax at the level of the shareholder if cumulatively, (i) the shareholder is (a) a Luxembourg resident fully-taxable company, (b) a Luxembourg permanent establishment of a company covered by Article 2 of the amended EU Parent- Subsidiary Directive, (c) a Luxembourg permanent establishment of a company limited by share capital resident in a country having a tax treaty with Luxembourg, or (d) a Luxembourg permanent establishment of a company limited by share capital or a cooperative company resident in the European Economic Area other than an EU Member State, (ii) the Company is either (a) an entity covered by Article 2 of the amended EU Parent-Subsidiary Directive, or (b) a Luxembourg resident fully taxable company limited by share capital, or (c) a non-resident company limited by share capital liable to a tax corresponding to Luxembourg corporate income tax, (iii) the shareholder has held or commits itself to hold the shares for an uninterrupted period of at least 12 months, (iv) during this uninterrupted period of 12 months the shares represent a participation of at least 10% in the share capital of the Company or a participation of an acquisition price of at least A1.2 million and, (v) the dividend is put at its disposal within such period. Liquidation proceeds are deemed to be a received dividend and may be exempt under the same conditions. Shares held through a tax transparent entity are considered as being a direct participation proportionally to the percentage held in the net assets of the transparent entity.

Capital gains realized by a Luxembourg fully taxable resident company on shares/Subscription Rights are subject to the corporate income taxes at the global rate of 28.80% (for companies incorporated in Luxembourg City), starting from the fiscal year 2011, unless the conditions of the participation exemption regime, as described below, are satisfied.

Under the participation exemption regime, capital gains realized on shares may be exempt from income tax if the conditions mentioned above for dividends are met, except that the acquisition price must be of at least A6 million for capital gains purposes. Under Luxembourg tax law it is debatable to what extent the Subscription Rights are eligible for the participation exemption regime although recent case law supports such argumentation in certain circumstances. Shares/Subscription Rights held through a tax transparent entity are considered as being a direct participation holding proportionally to the percentage held in the net assets of the transparent entity. Taxable gains are determined as being the difference between the price for which the shares/Subscription Rights have been disposed of and the lower of their cost or book value.

Luxembourg Corporate Residents Benefiting from a Special Tax Regime

Shareholders who are (i) undertakings for collective investment governed by the amended law of December 20, 2002, or (ii) specialized investment funds governed by the law of February 13, 2007, or (iii) family wealth management companies governed by the law of May 11, 2007 are exempt from income tax in Luxembourg. Dividends derived from, and capital gains realized on, shares/Subscription Rights are thus not subject to income tax in their hands.

175 NET WEALTH TAX Shares/Subscription Rights held by a Luxembourg fully-taxable resident company are subject to Luxembourg net wealth tax, (impôt sur la fortune)(“NWT”) at the rate of 0.5% applied on its net assets as determined for NWT purposes. Net worth is referred to as the unitary value (valeur unitaire), as determined at 1 January of each year. The unitary value is basically calculated as the difference between (a) assets estimated at their fair market value (valeur estimée de réalisation or Gemeiner Wert) and (b) liabilities vis-à-vis third parties, unless one of the exceptions mentioned below are satisfied. Luxembourg net wealth tax will not be levied on the shares in the hands of a shareholder unless (i) such shareholder is a corporate entity resident in Luxembourg other than an undertaking for collective investment governed by the amended law of December 20, 2002, a securitization company governed by the law of March 22, 2004, a specialized investment fund governed by the law of February 13, 2007, or a family wealth management company governed by the law of May 11, 2007, or (ii) the shares are attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg of a corporate entity. Further, in case of (i) a Luxembourg fully-taxable corporate entity, (ii) a Luxembourg permanent establishment of a company covered by Article 2 of the amended EU Parent-Subsidiary Directive or of a company resident in a country having a tax treaty with Luxembourg, or of a company resident in the European Economic Area other than an EU Member State, the shares may be exempt for a given year, if the shares represent at the end of the previous year a participation of at least 10% in the share capital of the Company or a participation of an acquisition price of at least A1.2 million. Under Luxembourg tax law it is debatable to what extent Subscription Rights are eligible for the participation exemption regime although recent case law supports such argumentation in certain circumstances. The NWT charge for a given year can be avoided or reduced if a specific reserve, equal to five times the NWT to save, is created before the end of the subsequent tax year and maintained during the five following tax years. The maximum NWT to be saved is limited to the corporate income tax (“CIT”) amount due for the same tax year, including the employment fund surcharge, but before imputation of available tax credits.

OTHER TAXES Under Luxembourg tax law, where an individual shareholder is a resident of Luxembourg for inheritance tax purposes at the time of his/her death, shares/Subscription Rights are included in his or her taxable basis for inheritance tax purposes. Gift tax may be due on a gift or donation of shares/Subscription Rights, if the gift is recorded in a Luxembourg notarial deed or otherwise registered in Luxembourg.

176 FINANCIAL INFORMATION

Page Audited consolidated financial statements (prepared in accordance with IFRS) of NORMA Group GmbH as of and for the fiscal year ended December 31, 2010 ...... F-3 Consolidated Statement of Comprehensive Income ...... F-4 Consolidated Statement of Financial Position ...... F-5 Consolidated Statement of Changes in Equity ...... F-6 Consolidated Statement of Cash Flows ...... F-7 Notes ...... F-8 Auditor’s Report ...... F-54

Audited consolidated financial statements (prepared in accordance with IFRS) of NORMA Group GmbH as of and for the fiscal year ended December 31, 2009 ...... F-55 Consolidated Statement of Comprehensive Income ...... F-56 Consolidated Statement of Financial Position ...... F-57 Consolidated Statement of Changes in Equity ...... F-58 Consolidated Statement of Cash Flows ...... F-59 Notes ...... F-60 Auditor’s Report ...... F-108

Audited consolidated financial statements (prepared in accordance with HGB) of DNL 1. Beteiligungsgesellschaft mbH as of and for the fiscal year ended December 31, 2008 ...... F-109 Consolidated Balance Sheet ...... F-110 Consolidated Income Statement ...... F-113 Notes ...... F-115 Statement of Changes in Equity ...... F-124 Cash Flow Statement ...... F-126 Auditor’s Report ...... F-128

Audited unconsolidated financial statements (prepared in accordance with HGB) of NORMA Group GmbH as of and for the fiscal year ended December 31, 2010 ...... F-131 Balance Sheet ...... F-132 Income Statement ...... F-133 Notes ...... F-134 Auditor’s Report ...... F-138

F-1 [THIS PAGE INTENTIONALLY LEFT BLANK]

F-2 NORMA Group GmbH Maintal, Germany

Consolidated Financial Statements in Accordance with IFRS (International Financial Reporting Standards) at December 31, 2010

F-3 Consolidated Statement of Comprehensive Income

Note 2010 2009 (all amounts in E thousands) Revenue ...... (7) 490,404 329,794 Changes in inventories of finished goods and work in progress ...... 4,793 Ϫ3,386 Raw materials and consumables used ...... (8) Ϫ220,464 Ϫ143,975 Gross margin ...... 274,733 182,433 Other operating income ...... (9) 8,848 8,560 Other operating expenses ...... (10) Ϫ77,409 Ϫ53,520 Employee benefit expenses ...... (11) Ϫ124,435 Ϫ111,292 Depreciation and amortisation ...... (17, 18) Ϫ25,428 Ϫ22,843 Impairment of Intangibles ...... (17) 0 Ϫ2,782 Operating profit ...... 56,309 556 Financial income ...... (12) 4,907 3,796 Financial costs ...... (12) Ϫ19,769 Ϫ25,104 Financial costs — net ...... Ϫ14,862 Ϫ21,308 Profit (previous year loss) before income tax ...... 41,447 Ϫ20,752 Income taxes ...... (14) Ϫ11,189 2,725 Profit (previous year loss) for the year ...... 30,258 Ϫ18,027 Other comprehensive income for the year, net of tax: Exchange differences on translating foreign operations ...... Ϫ4,249 Ϫ1,279 Cash flow hedges, net of tax ...... (14, 25) Ϫ894 Ϫ1,565 Actuarial gains/ losses on defined benefit plans, net of tax ...... (14, 25) Ϫ812 Ϫ18 Other comprehensive income for the year, net of tax ...... Ϫ5,955 Ϫ2,862 Total comprehensive income for the year ...... 24,303 Ϫ20,889 Profit (previous year loss) attributable to Shareholders’ of the parent ...... 30,157 Ϫ18,182 Non-controlling interests ...... 101 155 30,258 Ϫ18,027 Total comprehensive income attributable to Shareholders’ of the parent ...... 24,202 Ϫ21,044 Non-controlling interests ...... 101 155 24,303 Ϫ20,889

F-4 Consolidated Statement of Financial Position Note 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Assets Non-current assets Goodwill ...... (17) 221,704 202,789 Other intangible assets ...... (17) 79,315 51,419 Property, plant and equipment ...... (18) 89,387 83,058 Other financial assets...... (20) 397 397 Income tax assets ...... (15) 2,406 2,761 Deferred income tax assets ...... (16) 6,025 6,086 399,234 346,510 Current assets Inventories ...... (23) 64,709 44,700 Other non-financial assets ...... (24) 9,218 5,310 Derivative financial assets ...... (21) 0 22 Income tax assets ...... (15) 4,914 477 Trade and other receivables ...... (22) 70,282 45,501 Cash and cash equivalents ...... (32) 30,426 27,185 179,549 123,195 Total assets ...... 578,783 469,705 Equity and liabilities Equity attributable to equity holders of the parent Subscribed capital ...... (25) 76 76 Capital reserves ...... (25) 96,650 81,650 Other reserves ...... (25) Ϫ1,364 3,779 Retained earnings ...... (25) Ϫ20,116 Ϫ49,461 Equity attributable to shareholders...... 75,246 36,044 Non-controlling interests ...... 3,156 3,084 Total equity ...... 78,402 39,128

Liabilities Non-current liabilities Retirement benefit obligations ...... (26) 9,063 8,058 Provisions ...... (27) 4,584 4,183 Borrowings ...... (28) 315,935 320,326 Other non-financial liabilities ...... (29) 0 335 Other financial liabilities ...... (30) 577 863 Derivative financial liabilities ...... (21) 0 7,968 Deferred income tax liabilities ...... (16) 34,450 21,997 364,609 363,730 Current liabilities Provisions ...... (27) 3,255 3,894 Borrowings ...... (28) 44,162 14,828 Other non-financial liabilities ...... (29) 21,773 16,499 Other financial liabilities ...... (30) 8,319 339 Derivative financial liabilities ...... (21) 5,550 22 Income tax liabilities ...... (15) 4,402 1,312 Trade payables ...... (31) 48,311 29,953 135,772 66,847 Total liabilities ...... 500,381 430,577 Total equity and liabilities ...... 578,783 469,705

F-5 Consolidated Statement of Changes in Equity

Attributable to equity holders of the parent Non- Subscribed Capital Other Retained controlling Note Capital reserves reserves earnings Total interests Total equity (all amounts in E thousands) Balance at 1 January 2009 ...... (25) 76 81,650 6,623 Ϫ31,261 57,088 3,038 60,126 Changes in equity for 2009 Total comprehensive income 2009 Loss for the year ...... Ϫ18,182 Ϫ18,182 155 Ϫ18,027 Other comprehensive income ...... (25) Exchange differences on translating foreign operations ...... Ϫ1,279 Ϫ1,279 0 Ϫ1,279 Cash flow hedges, net of tax ...... Ϫ1,565 Ϫ1,565 0 Ϫ1,565 Actuarial gains/losses on defined benefit plans, net of tax...... Ϫ18 Ϫ18 0 Ϫ18 Other comprehensive income...... Ϫ2,844 Ϫ18 Ϫ2,862 0 Ϫ2,862 Total comprehensive income 2009 ...... 00Ϫ2,844 Ϫ18,200 Ϫ21,044 155 Ϫ20,889 Transactions with owners 2009 Dividends ...... 0 Ϫ109 Ϫ109 Total transactions with owners for the year ...... 0 0 0 0 0 Ϫ109 Ϫ109 Balance at 31 December 2009 ...... (25) 76 81,650 3,779 Ϫ49,461 36,044 3,084 39,128 Changes in equity for 2010 Total comprehensive income 2010 Profit for the year ...... 30,157 30,157 101 30,258 Other comprehensive income ...... (25) Exchange differences on translating foreign operations ...... Ϫ4,249 Ϫ4,249 0 Ϫ4,249 Cash flow hedges, net of tax ...... Ϫ894 Ϫ894 0 Ϫ894 Actuarial gains/losses on defined benefit plans, net of tax...... Ϫ812 Ϫ812 0 Ϫ812 Other comprehensive income...... Ϫ5,143 Ϫ812 Ϫ5,955 0 Ϫ5,955 Total comprehensive income 2010 ...... 00Ϫ5,143 29,345 24,202 101 24,303 Transactions with owners 2010 Proceeds from capital increase ...... 15,000 15,000 367 15,367 Dividends ...... 0 Ϫ396 Ϫ396 Total transactions with owners for the year ...... 15,000 15,000 Ϫ29 14,971 Balance at 31 December 2010 ...... 76 96,650 Ϫ1,364 Ϫ20,116 75,246 3,156 78,402

F-6 Consolidated Statement of Cash Flows Note 2010 2009 (all amounts in E thousands) Operating activities Profit (previous year loss) for the year ...... 30,258 Ϫ18,027 Depreciation and amortization ...... (17, 18) 25,428 22,843 Intangibles impairment charge ...... (17) 0 2,782 Gain (Ϫ)/Loss on disposal of property, plant and equipment ...... Ϫ34 Ϫ1,519 Change in provisions ...... (27) Ϫ301 Ϫ1,592 Change in deferred taxes ...... (16) 51 Ϫ7,188 Change in inventories, trade accounts reveivables and other receivables. . . (22, 23) Ϫ35,918 14,544 Change in trade and other payables ...... (31) 23,827 11,900 Interest paid ...... 20,180 20,140 Other non-cash expenses/ income...... Ϫ1,375 Ϫ1,891 Net cash provided by operating activities ...... 62,116 41,992 thereof interest received...... 574 374 thereof income taxes ...... Ϫ12,232 Ϫ3,880 Investing activities Acquisition of susidiaries...... (37) Ϫ35,963 0 Purchases of property, plant and equipment ...... Ϫ17,831 Ϫ12,043 Proceeds from sale of property, plant and equipment ...... 455 4,372 Purchases of intangible assets ...... Ϫ3,281 Ϫ3,157 Net cash used in investing activities ...... Ϫ56,620 Ϫ10,828 Financing activities Proceeds from capital increase ...... 15,000 0 Proceeds from non-controlling interests ...... 367 0 Dividends paid to non-controlling interests ...... Ϫ396 Ϫ109 Interest paid ...... Ϫ20,180 Ϫ20,140 Proceeds from borrowings ...... (28) 18,521 0 Repayment of borrowings ...... (28) Ϫ16,401 Ϫ12,988 Net cash used in financing activities ...... Ϫ3,089 Ϫ33,237 Net decrease/increase in cash and cash equivalents ...... 2,407 Ϫ2,073 Cash and cash equivalents at beginning of year ...... 27,185 29,268 Exchange gains/losses on cash ...... 834 Ϫ10

F-7 Notes on the Consolidated Financial Statements 1. GENERAL INFORMATION NORMA Group GmbH is the parent company of NORMA Group, a strategic and operating Group management company. Its headquarters is located at 63477 Maintal, Edisonstr. 4 in the vicinity of Frankfurt, Germany and is registered in the commercial register of Hanau under the number HRB 91849. NORMA Group GmbH and its affiliated Group subsidiaries operate in the market as “NORMA Group”. The shareholders of NORMA Group GmbH are investment funds related to the UK listed investment company 3i Group plc or managed by its subsidiary, 3i Investments plc (3i Funds), institutional investors of former subgroups, current management and former members of management. NORMA Group GmbH, in the following referred to as “NORMA Group”, was established in 2006 as a result of the merger of NORMA Rasmussen GmbH and the ABA Group. NORMA Rasmussen was founded in 1949 as Rasmussen GmbH (Germany). It manufactured connecting and retaining elements as well as fluid conveying conduits like monolayer and multilayer tubes and corrugated tubes. All products are marketed globally under the NORMA brand. ABA Group (Sweden) was founded in 1896. The ABA Group of companies has since developed into a leading multi-national company specialising in the design and production of hose and pipe clamps, as well as connectors for many world-wide applications. In 2007, NORMA Group acquired Breeze Industrial Products Corporation (USA) to strengthen its foothold in the Americas. Breeze Industrial Products Corporation was established in 1948 and invented and patented the first worm-drive hose clamp for the US market. Over the last 60 years, Breeze had expanded its product offering to include a wide range of worm-drive, T-bolt and V-clamps for the commercial & passenger vehicle, heavy-duty vehicle, aircraft and industrial markets. In 2010, Norma Group acquired two further companies in America, R.G. RAY Corporation and Craig Assembly Inc., to become a leading supplier of fastening and fixing products in America. In the past decades NORMA Group has therefore, driven by its successful acquisitions and by permanent technological innovation of products and operations, developed into a group of companies of global importance. Today NORMA Group markets its products to its customers via two different market channels: Distribution Services (DS) and Engineered Joining Technologies (EJT). To DS customers NORMA Group offers a wide range of standard fastening and fixing products. Furthermore NORMA Group offers a broad technological and innovative product portfolio which includes brands like NORMA·,ABA·, Breeze·, R.G. RAY·, Serflex·, Serratub·, Terry·, and Torca·. To EJT customers NORMA Group offers tailor-made solutions and special engineered joining systems. To effectively fulfill special requirements NORMA Group builds upon deep industry and application knowledge, a successful track record of innovation and on long standing relationships with all its key customers. As a result, many joining systems and fluid conveying conduits have been developed in close cooperation of global OEM s and NORMA Group. Permanent technological and customer oriented innovations have equipped NORMA Group products with a superior position in many markets. User friendly connecting and retaining elements have set a global standard in quality. Today NORMA Group operates across 80 countries, encompassing 14 manufacturing facilities. NORMA Group offers to its customers in excess of 35,000 products.

2. BASIS OF PREPARATION The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements of NORMA Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU as well as with the regulations under commercial law as set forth in § 315 a (1) of the German Commercial Code (HGB) for the year ended 31 December 2010. The consolidated financial statements of NORMA Group are being filed with and published in the German Electronic Federal Gazette (elektronischer Bundesanzeiger). The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in section 3.

F-8 New and amended standards adopted by the group The following amendments to standards are applied for the first time for the financial year beginning 1 January 2010. NORMA Group has early adopted IFRS 2 (amendments), ’Group cash-settled and share-based payment transactions’ in prior year statements: • IFRS 3 (revised), ‘Business combinations’. The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt, subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The revised standard was applied to the acquisitions of R.G. RAYand Craig Assembly that occurred in 2010. See note 37 for further details of these business combinations. • IAS 27 (revised), ‘Consolidated and separate financial statements’. The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. IAS 27 (revised) has had no impact on the current period, as there have been no transactions whereby an interest in an entity is retained after the loss of control of that entity, and there have been no transactions with non-controlling interests.

Standards, amendments and interpretations of existing standards that are not yet effective and have not been early adopted by the group The following standards and amendments to existing standards have been published and application is mandatory for every group accounting period beginning on or after 1 January 2011. The company has decided against early adoption.

1) Standards, amendments and interpretations to existing standards that have already been endorsed by the EU (with reference to each respective EU effective date) • IAS 24 (revised 2009 — effective for reporting periods beginning on or after 1 January 2011, earlier application is permitted). The changes of IAS 24 concern the definitions of a related party and related party transactions. In addition, some relief for government-related entities was introduced, so that such entities need to provide less information on related party transactions. The group is currently reviewing the precise impact on the related party disclosures. • IAS 32 (amendments), ‘Classification of rights issues’ (effective for financial years starting after 1 February 2010, earlier application is permitted). The amendments clarify how to account for certain rights when the issued instruments are denominated in a currency other than the functional currency of the issuer. Such rights were previously classified as liabilities. According to the amended IAS 32, if such instruments are issued pro rata to the issuer’s existing shareholders for a fixed amount of cash, they should be classified as equity even if their exercise price is denominated in a currency other than the issuer’s functional currency. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRIC 14 (amendments), ‘Prepayments of a minimum funding requirement’ (effective for reporting periods beginning on or after 1 July 2010, earlier application is permitted). The amendments concern defined benefit plans subject to a minimum funding requirement and require that entities making an early payment of contributions account for this prepayment as an asset rather than an expense. As far as can be seen at present, this interpretation is not expected to have an impact on the group financial statements. • IFRIC 19, ‘Liquidating financial liabilities with equity instruments’ (effective for reporting periods beginning on or after 1 July 2010, earlier application is permitted). IFRIC 19 is applicable in the case of debt for equity swaps, i.e. when an entity issues equity instruments to a creditor as part of the remuneration paid to liquidate an existing financial liability. The equity instruments are initially measured at fair value. If the latter cannot be measured reliably, the fair value of the liquidated financial liability is to be used instead. Any difference between the fair value of the equity instruments and the carrying amount of the financial liability liquidated is recognised in profit or loss. As far as can be seen at present, this interpretation is not expected to have an impact on the group financial statements.

F-9 • Improvements to IFRSs (May 2010 — effective dates ranging from 1 July 2009 to 1 January 2011). The improvements published in May 2010 are part of the annual improvement process of the IASB, which aims at streamlining and clarifying the international accounting standards. The amendments are largely clarifications to existing requirements, guidances and changes to eliminate unintended consequences of other recent modifications to IFRS standards and interpretations. The group is currently reviewing the precise impact on its consolidated financial statements.

2) Standards, amendments and interpretations to existing standards that have not yet been endorsed by the EU • IFRS 7 (amendments), ‘Financial Instruments: Disclosures’ was published in October 2010. These amendments will allow recipients of financial statements to improve their understanding of transfer transactions of financial assets. Entities shall apply the amendments for reporting periods beginning on or after 1 July 2011. In the first year of application, comparative information is not required. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRS 9, ‘Financial instruments’ (effective from 1 January 2013, earlier application is permitted) was published in November 2009 and covers the classification and measurement of financial assets. The various classification and measurement models in IAS 39 are replaced by a single model with only two classification categories. Thus, upon initial recognition financial assets are either classified as measured at amortised cost or at fair value. Further changes introduced by IFRS 9 concern the accounting of embedded derivatives and the measurement of equity instruments not held for trading. In October 2010 the IASB followed the publication of IFRS 9 in November 2009 with an update to IFRS 9, ‘Financial instruments’ to include guidance on financial liabilities and derecognition of financial instruments. The accounting and presentation of financial liabilities and for derecognising financial instruments has been adopted from IAS 39, ‘Financial instruments: Recognition and measurement’, without change, except for financial liabilities that are designated at fair value through profit or loss. The new standard is applicable for reporting periods beginning on or after 1 January 2013, earlier application is permitted. The group is currently reviewing the precise impact on its consolidated financial statements. • IAS 12 (amendments), “Income tax, Deferred tax: Recognition of underlying assets’ was published in December 2010. This introduces an exception to the normal rule in IAS 12 that measurement of deferred taxes in respect to an asset depends on the asset’s expected manner of recovery (that is through use or sale or a combination of both). The exception applies to investment properties measured using the fair value model in IAS 40 and introduces a rebuttable presumption that such investment property is recovered entirely through sale. This presumption is rebutted if the investment property is depreciable and is held within a business model whose objective is to consume the investment property’s economic benefits over time, rather than through sale. Therefore the IAS 12 guidance previously contained in SIC 21, will be accordingly withdrawn. As far as can be seen at present, this interpretation is not expected to have an impact on the consolidated financial statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (1) Consolidation (a) Subsidiaries Subsidiaries are all entities (including special purpose entities) over which NORMA Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases. The group uses the acquisition method of accounting to account for business combinations. The initial value for the acquisition of a subsidiary is recognised at fair value of the assets transferred, the liabilities incurred and the equity interests issued by the group. The inital value recognised includes the fair value of any asset or liability resulting from a contingent consideration arrangement. At the acquisition-date the fair value of contingent consideration is recognised as part of the consideration transferred in exchange for the acquiree. Acquisition- related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. According to IFRS 3 (revised), for each business combination the acquirer shall measure any non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest’s proportionate share of the acquiree’s

F-10 net assets. The group measures the non-controlling interest in the acquiree at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the identifiable net assets acquired, is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income. In a business combination achieved in stages, the group remeasures its previously held equity interest in the acquiree at its acquisition-date fair value and recognises the resulting gain or loss, if any, in profit or loss. In a business combination achieved in stages, the group remeasures its previously held equity interest in the acquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

(b) Transactions and non-controlling interests The group treats transactions with non-controlling interests that do not result in loss of control as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. When the group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The initial carrying amount is the fair value for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(2) Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in ’EURO’ (A), which is the company’s functional and the group’s presentation currency.

(b) Transactions and balances Foreign currency transactions are translated into the functional currency using the actual exchange rates at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within ‘financial income/ cost’. All other foreign exchange gains and losses are presented in profit or loss within ‘other operating income/ expenses’.

F-11 (c) all resulting exchange differences are recognised as a separate component of equity. Goodwill and fair value adjustments arising through the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. The exchange rates of the main currencies affecting foreign currency translation are as follows: Spot rate Average rate 31 Dec 2010 31 Dec 2009 2010 2009 Australian Dollar per A ...... 1.3670 1.7733 1.4422 1.6005 Chinese renminbi yuan per A ...... 8.7682 9.5318 8.9762 9.7600 Czech koruna per A ...... 25.1150 26.4038 25.2561 26.4050 Pound sterling per A ...... 0.8618 0.8916 0.8579 0.8890 Indian rupee per A ...... 59.5700 67.4775 60.6289 66.5200 Japanese yen per A ...... 108.8200 130.2227 116.2536 133.0700 Polish z oty per A ...... 3.9659 4.3332 4.0001 4.1168 Russian rouble per A...... 40.9350 — 40.2081 — Swedish crown per A ...... 8.9800 10.6212 9.5377 10.2600 Singapore dollar A ...... 1.7165 2.0251 1.8064 2.0183 Turkish lira A ...... 2.0700 — 1.9961 — US-dollar per A ...... 1.3386 1.3949 1.3264 1.4400

(3) Property, plant and equipment All property, plant and equipment are stated at historical cost less depreciation and impairment loss, if applicable. Historical cost includes expenditure that is directly attributable to the acquisition of the items and, if any, estimated costs for dismantling and removing the assets, restoring the site on which it is allocated. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are included in the cost of that asset. A qualifying asset is an asset that requires a substantial period of time to get ready for its intended use or sale. In general, group’s property, plant and equipment are not qualifying assets and therefore borrowing costs are excluded from costs. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is foreseeable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance expenses are charged to profit or loss during the financial period in which they are incurred. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ’other operating income/ expenses’ in profit or loss. The estimated useful lives for property, plant and equipment are as follows: • Buildings: 8-33 years • Machinery and technical equipment: 3-12 years • Tools: 3-8 years • Other equipment: 2-20 years

F-12 included in ’intangible assets’. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

(b) Other intangible assets Separately acquired other intangible assets are shown at historical cost. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date. All other intangible assets have a finite useful life and are carried at cost less accumulated amortisation and impairment loss, if applicable. Amortisation is calculated using the straight-line method to allocate their cost. Borrowing costs that are directly attributable to the acquisition or production of a qualifying asset are included in the cost of that asset. A qualifying asset is an asset that requires a substantial period of time to get ready for its intended use or sale. In general, group’s other intangibles are not qualifying assets and therefore borrowing costs are excluded from costs. The useful lives of other intangible assets acquired in a business combination are estimates based on the economics of each specific asset which were determined in the process of the purchase price allocation. The estimated useful lives for other intangible assets are as follows: • Patents: 10 years • Certificates: 10-20 years • Technology: 20 years • Trademarks: 20 years

(5) Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment, as well as whenever there are indications that the carrying amount of the CGU is impaired. If the impairment loss recognized for the CGU exceeds the carrying amount of the allocated goodwill, the additional amount of the impairment loss is recognized through a pro-rata reduction of the carrying amount of the assets allocated to the CGU. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash- generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

(6) Financial assets Classification The group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise they are classified as non-current.

F-13 balance sheet date. These are classified as non-current assets. The group’s loans and receivables comprise ‘trade and other receivables’ and cash and cash equivalents in the statement of financial position.

(c) Available for sale financial assets Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

Recognition and measurement Regular purchases and sales of financial assets are recognised on the trade-date — the date on which the group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the statement of comprehensive income. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method. Available for sale financial assets are subsequently carried at fair value unless the fair value cannot be determined, in which case the available for sale financial asset is carried at cost. Dividends on available for sale equity instruments are recognised in the statement of comprehensive income as part of financial income when the group’s right to receive payments is established.

Impairment of financial assets (a) Assets carried at amortised cost The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ’loss event’) and that loss event (or events) has (have) an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The criteria that the group uses to determine if there is objective evidence of an impairment loss include: • Significant financial difficulty of the issuer or obligor; • A breach of contract, such as a default or delinquency in interest or principal payments; • The group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; • It becomes probable that the borrower will enter bankruptcy or other financial reorganisation; • Observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including: (i) Adverse changes in the payment status of borrowers in the portfolio; and (ii) National or local economic conditions that correlate with defaults on the assets in the portfolio. The group first assesses whether objective evidence of impairment exists. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced and the amount of the loss is recognised in profit or loss. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss. Impairment testing of trade receivables is described in section 3.11.

F-14 (b) Assets classified as available for sale The group carries its available for sale financial assets at cost. To assess whether there is objective evidence that an available for sale financial asset or a group of financial assets is impaired, refer to the criteria and methods mentioned in (a) above. In addition to these criteria and methods, objective evidence of impairment for an investment in an equity instrument includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered. The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. Such impairment losses are not reversed.

(7) Offsetting financial instruments Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

(8) Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Gains and losses from trading derivatives are recognised in profit or loss. The group applied hedge accounting for the first time in the financial year 2009. Derivatives included in hedge accounting are generally designated as either: (a) Hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); (b) Hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge); or (c) Hedges of a net investment in a foreign operation (net investment hedge). At NORMA Group only cash flow hedges occur. At the inception of the transaction the relationship between the hedging instrument and hedged item is documented, as well as the risk management objectives and strategy for undertaking the hedging transaction. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of hedged items. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the statement of comprehensive income within ’financial income/ costs’. Amounts accumulated in other comprehensive income are reclassified to profit or loss in the periods when the hedged item affects profit or loss. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as non-current assets or liabilities in accordance with IAS 1.68 and 1.71 if they are due after more than one year; otherwise they are classified as current. The fair values of derivative financial instruments used for hedging purposes and of those held for trading are disclosed in note 21. Movements on the hedging reserve in equity are shown in note 25.

(9) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted- average-method. The cost of finished goods and work in progress comprises of design costs, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are included in the cost of that asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. In general, the group’s inventories are not qualifying assets and therefore borrowing costs are excluded from costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

F-15 (10) Trade receivables Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected within one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. An allowance of doubtful accounts of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

(11) Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.

(12) Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

(13) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(14) Current and deferred income tax The tax expenses for the period are comprised of current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on tax losses carried forward. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

F-16 Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

(15) Employee benefits (a) Pension obligations Group companies operate different pension schemes. NORMA Group has both defined benefit and defined contribution plans. A defined contribution plan is a pension plan under which the group pays fixed contributions to a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan. The major defined benefit plan is the German benefit plan which defines the amount of pension benefit that an employee will receive on retirement to depend on years of service and compensation. The liability recognised in the consolidated statement of financial position within respect to defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, if any, together with adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to retained earnings in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period. For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(b) Termination benefits Termination benefits are payable when employment is terminated by the group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without a realistic possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to their present value.

(16) Share-based payment Share-based payment plans issued in the NORMA Group Holding are accounted for in accordance with IFRS 2 “Share-based payment” (see also note 34). Within the scope of IFRS 2 are all share-based payment transactions, unless the transaction is clearly for a purpose other than payment for goods or services supplied to the entity receiving them. The objective of IFRS 2 is that an entity should recognise all goods or services it obtains, regardless of the form of consideration. Where goods or services are obtained for cash or other financial assets, the accounting is generally straightforward. IFRS 2 starts from the premise that goods or services obtained in a share-based payment transaction should be recognised and measured in a similar way.

F-17 In accordance with IFRS 2 NORMA Group distinguishes between equity-settled and cash-settled plans. The financial interest from equity-settled plans granted at grant date is generally allocated over the expected vesting period against equity until the exit event occurs. Expenses from cash-settled plans are generally also allocated over the expected vesting period until the exit event occurs, but against accruals.

(17) Provisions

Provisions are recognised when: the group has a present legal or constructive obligation to third parties as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation taking into account all identifiable risks. Provisions are discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

(18) Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group. It is recognized in the accounting period in which they are earned in accordance with the realization principle.

The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

(19) Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

The group leases certain property, plant and equipment. Leases of property, plant and equipment where the group has substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at the lease’s commencement at the lesser of the fair value of the leased property and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term.

4. Scope of Consolidation

In addition to NORMA Group GmbH, the consolidated financial statements contain all German and foreign companies which NORMA Group GmbH controls directly or indirectly. Investments in associates for which NORMA Group has no significant influence are accounted for in accordance with IAS 39. In 2010 Groen B.V. was accounted for in accordance with IAS 39.

The consolidated financial statements of 2010 include 6 German (31 December 2009: 7) and 32 foreign (31 December 2009: 25) companies.

F-18 The composition of the group changed as follows: 2010 2009 At 1 January ...... 32 33 Additions ...... 90 of which newly founded...... 7 0 of which acquired ...... 2 0 Disposals ...... 31 of which no longer consolidated ...... 2 1 of which mergers ...... 1 0 At 31 December ...... 38 32

In 2010 R.G. RAY Corporation and Craig Assembly Inc. were acquired, NORMA Turkey, NORMA Tu¨rkei Verwaltungs GmbH, NORMA Korea Inc., NORMA Pacific (Thailand) Ltd., NORMA Pacific (Malaysia) SDN. BHD., NORMA Group South East Europe d.o.o. (Serbia) and NORMA Group CIS LLC (Russia) were founded, NORMA Connect GmbH was merged into NORMA Germany GmbH, Guangzhou ABA Company Ltd. (China) and NORMA Belgium S.A. were liquidated. For a detailed overview regarding the shareholdings of Norma Group, please refer to the following chart:

F-19 List of group and financial holding companies of NORMA Group as of 31 December 2010 held Share Share No. Company Registered Address by in % in % Segment in Parent in 01 Company Consolidated associated companies 01 NORMA Group GmbH Maintal, Germany n/a *) 02 NORMA Group Holding Maintal, Germany 01 100,00 100,00 n/a *) GmbH 03 DNL GmbH & Co KG Maintal, Germany 02 100,00 100,00 EMEA 04 NORMA China Co., Ltd. Qingdao, China 02 100,00 100,00 Asia-Pacific 05 NORMA Distribution Center Marsberg, Germany 02 94,80 100,00 EMEA GmbH 06 NORMA Germany GmbH Maintal, Germany 02 94,90 100,00 EMEA 07 Jiangyin NORMA Automotive Jiangyin, China 06 100,00 100,00 Asia-Pacific Products Co. Ltd. 08 Norma Beteiligungs GmbH Maintal, Germany 02 100,00 100,00 n/a *) 09 NORMA Pennsylvania Inc. Saltsburg, USA 08 100,00 100,00 Americas (former Breeze I.P.C.) 10 NORMA US Holding LLC Saltsburg, USA 09 100,00 100,00 Americas (former BIPC LLC) 11 NORMA Michigan Inc. Auburn Hills, USA 09 100,00 100,00 Americas (former Torca Products Inc.) 12 R.G. RAY Corporation Buffalo Grove, USA 09 100,00 100,00 Americas 13 Craig Assembly Inc. St. Clair, USA 09 100,00 100,00 Americas 14 NORMA Group México S. de Monterrey, Mexico 11 100,00 100,00 Americas R.L. de C.V. 15 DNL France S.A.S Briey, France 08 100,00 100,00 EMEA 16 NORMA Distribution France La Queue En Brie, France 15 100,00 100,00 EMEA S.A.S. 17 NORMA France S.A.S. Briey, France 15 100,00 100,00 EMEA 18 DNL UK Ltd. Newbury, Great Britain 08 100,00 100,00 EMEA 19 NORMA UK Ltd. Newbury, Great Britain 18 100,00 100,00 EMEA 20 DNL Sweden AB Stockholm, Sweden 08 100,00 100,00 EMEA 21 NORMA Sweden AB Anderstorp, Sweden 20 100,00 100,00 EMEA 22 NORMA Czech, s.r.o. Hustopece, CZ 20 100,00 100,00 EMEA 23 NORMA Italia SpA Gavardo, Italy 20 100,00 100,00 EMEA 24 NORMA Netherlands B.V. Ter Apel, Netherlands 20 100,00 100,00 EMEA 25 SCI Seran La Queue En Brie, France 20 100,00 100,00 EMEA 26 NORMA Group Products Pune, India 08 80,00 80,00 Asia-Pacific India Pvt. Ltd. 27 Fijaciones Norma S.A. Barcelona, Spain 08 54,84 54,84 EMEA 28 NORMA Polska Sp. z o.o. Slawniów, Poland 08 100,00 100,00 EMEA 29 NORMA Group South East Belgrade, Serbia 08 100,00 100,00 EMEA Europe d.o.o 30 NORMA Group CIS LLC Togliatti, Russian Federation 08 99,50 100,00 EMEA 31 NORMA Korea Inc. Seoul, Republic of Korea 08 100,00 100,00 Asia-Pacific 32 NORMA Japan Inc. Osaka, Japan 08 60,00 60,00 Asia-Pacific 33 NORMA Pacific Pty. Ltd. Melbourne, Australia 08 100,00 100,00 Asia-Pacific 34 NORMA Pacific Asia Pte. Singapore, Singapore 33 100,00 100,00 Asia-Pacific Ltd.

F-20 held Share Share No. Company Registered Address by in % in % Segment in Parent in 01 Company 35 NORMA Pacific (Malaysia) Kuala Lumpur, Malaysia 33 100,00 100,00 Asia-Pacific SDN. BHD. 36 NORMA Pacific (Thailand) Chonburi, Thailand 33 100,00 100,00 Asia-Pacific Ltd. 37 NORMA Tu¨rkei Verwaltungs Mu¨nchen, Germany 08 100,00 100,00 EMEA GmbH NORMA Turkey Baglanti ve Besiktas, Istanbul, Turkey 37 99,00 100,00 EMEA Birlestirme Teknolojileri 38 Sanayi ve Ticaret Limited Sirketi Investments in associates 39 Groen B.V. Ter Apel, Netherlands 24 30,00 30,00

*) Holdings are shown in the reconciliation in segment reporting

5. FINANCIAL RISK MANAGEMENT (1) Financial risk factors The group’s activities expose it to a variety of financial risks, comprising of market risk, credit risk and liquidity risk. The group’s financial risk management focuses on the unpredictability of financial markets and seeks to minimise its potential adverse effects on the group’s financial performance. The group uses derivative financial instruments to hedge certain risk exposures. Financial risk management is carried out by a central treasury department (group treasury). The necessary responsibilities and controls associated with risk management are determined by group management. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the group’s operating units.

(a) Market risk (i) Foreign exchange risk NORMA Group operates internationally in more than 20 different countries and is exposed to foreign exchange risk arising from the exposure to various currencies — primarily with respect to the US-dollar, the Great Britain Pound Sterling, the Chinese renminbi yuan, the Polish złoty and the Swedish Crown. Foreign exchange risk at 31 December 2010 arises from future commercial transactions (net short position of mUSD 8.1 (2009: mUSD 1.5), net short position of mGBP 2.1 (2009: mUSD 4.1), net short position of mCNY 5.0, net long position of mPLN of 3.5 and net short position of mSEK 0.4 (2009: mSEK 5.9). Below, the effects of changes in foreign exchange rates are analysed for financial assets and liabilities denominated in foreign currencies. If the US-Dollar had weakened/strengthened by 10% against Euro, NORMA Group would show a post-tax profit for the year 2010 of kEUR 735 higher/kEUR 898 lower. (2009: kEUR 94 higher/kEUR 115 lower). If the Great Britain Pound Sterling had weakened/strengthened by 10% against Euro, NORMA Group would show a post-tax profit for the year 2010 of kEUR 189 higher/kEUR 231 lower (2009: kEUR 513 lower/kEUR 419 higher). If the Chinese renminbi yuan had weakened/strengthened by 10% against Euro, NORMA Group would show a post-tax profit for the year 2010 of kEUR 452 higher/kEUR 552 lower. There were no material effects in 2009. If the Polish złoty had weakened/strengthened by 10% against Euro, NORMA Group would show a post-tax profit for the year 2010 of kEUR 317 lower/kEUR 388 higher. There were no material effects in 2009. If the Swedish Crown had weakened/strengthened by 10% against Euro, NORMA Group would show a post- tax profit for the year 2010 of kEUR 35 higher/kEUR 42 lower (2009: kEUR 63 lower/kEUR 52 higher). The group treasury’s risk management policy is to hedge between 50% and 85% of anticipated operational cash flows in US-Dollar.

F-21 NORMA Group has certain investments in foreign operations whose net assets are exposed to foreign currency translations risk. This translation risk is primarily managed through borrowings in the relevant foreign currency.

(ii) Interest rate risk

NORMA Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable interest rates expose the group to cash flow interest rate risk which is partially offset by hedges (interest rate swaps). The group’s policy is to maintain approximately 70% of its borrowings in fixed rate instruments.

Below, the effects of changes in interest rates are analysed for bank borrowings, which bear variable interest rates, and for interest rate swaps included in hedge accounting. Borrowings that bear fixed interest rates are excluded from this analysis.

At 31 December 2010, if interest rates on Euro-denominated borrowings had been 100 basis points higher/ lower with all other variables held constant, post-tax profit for the year would have been kEUR 528 lower/higher (2009: kEUR 476 lower/higher) and other comprehensive income would have been kEUR 37 higher/kEUR 24 lower (2009: kEUR 30 higher/kEUR 15 lower).

At 31 December 2010, if interest rates on US Dollar-denominated borrowings at that date had been 100 basis points higher/lower with all other variables held constant, post-tax profit for the year would have been kEUR 417 lower/higher (2009: kEUR 368 lower/higher) and other comprehensive income would have been kEUR 220 higher/ kEUR 36 lower (2009: kEUR 55 higher/kEUR 19 lower).

(iii) Other price risks

As NORMA Group is not exposed to any other material economic price risks, like stock exchange prices or commodity prices, an increase or decrease in the relevant market prices within reasonable margins would not have an impact on the group’s profit or equity. Hence, the group’s exposure to other price risks is regarded as not material.

(b) Credit risk

The credit risk incurred by the group is the risk that counterparties fail to meet their obligations arising from operating activities and from financial transactions. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions.

Credit risk is monitored on a group basis. To minimise credit risk from operating activities and financial transactions, each counterparty is assigned a credit limit, the use of which is regularly monitored. Default risks are continuously monitored in the operating business.

The aggregate carrying amounts of financial assets represent the maximum default risk. For an overview of past-due receivables, refer to note 22 Trade and other receivables. Given the group’s heterogeneous customer structure, there is no risk concentration.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, group treasury maintains flexibility in funding by maintaining availability under committed credit lines. An undrawn borrowing facility at the amount of mEUR 46 is available at 31 December 2010 (31 Dec 2009: mEUR 55) for future operating activities and to settle capital commitments.

Liquidity reserve is monitored on an ongoing basis with regard to the group’s business performance, planned investment and redemption of capital.

The amounts disclosed in the table are the contractual undiscounted cash flows. Financial liabilities denominated in foreign currencies are translated at the closing rate at the balance sheet date. Interest payments on financial instruments with variable interest rates are calculated on the basis of the interest rates applicable as of the reporting date.

F-22 less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2010 Borrowings ...... 52,085 29,876 167,159 205,793 Trade payables ...... 48,311 0 0 0 Finance lease liabilities ...... 336 222 387 0 Other financial liabilities ...... 8,117 0 0 0 108,849 30,098 167,546 205,793

less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2009 Borrowings ...... 26,387 27,494 78,756 309,773 Trade payables ...... 29,952 0 0 0 Finance lease liabilities ...... 329 398 477 36 Other financial liabilities ...... 511 0 0 0 57,179 27,892 79,233 309,809

NORMA Group is currently preparing to go public on the Frankfurt (Germany) stock exchange in 2011. In this event, all bank borrowings (kEUR 353,441) and also some other liabilities (kEUR 7,470) have to be repaid according to existing agreements. To face this risk NORMA Group is currently in negotiations with a banking consortium in order to arrange a complete refinancing of the group. The maturity of the new financing structure will be similar to the present structure. According to the present negotiations and based on the current economic situation and the future outlook of the company there are no material reasons to believe that NORMA would not achieve a similar maturity and interest rate structure. Since the present contracts are not cancelled yet and the new financing structure would also be long term, the liquidity risk as per 31 December 2010 is displayed.

The maturity structure of the derivative financial instruments based on cash flows is as follows:

less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2010 Derivative liabilities — net settlement Cash outflows ...... Ϫ5,550 0 0 0 Ϫ5,550 0 0 0

less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2009 Derivative receivables — gross settlement Cash outflows ...... Ϫ728 0 0 0 Cash inflows ...... 750 0 0 0 Derivative receivables — net settlement Cash inflows ...... 0 0 0 0 Derivative liabilities — gross settlement Cash outflows ...... Ϫ1,630 0 0 0 Cash inflows ...... 1,608 0 0 0 Derivative liabilities — net settlement Cash outflows ...... Ϫ3,984 Ϫ3,984 0 0 Ϫ3,984 Ϫ3,984 0 0

F-23 (2) Capital risk management The group’s objectives when managing capital are to ensure that it will continue to be able to repay its debt and remain financially sound. The group is subject to certain financial covenants such as total interest cover, total net debt cover, cash flow cover and capital expenditure, which are monitored on an ongoing basis. These financial covenants are based on the group’s consolidated financial statements (until 2009 consolidated financial statements according to German GAAP) and adjustments according to the loan agreements. According to the covenants agreement total net debt cover, which is defined as Total net debt/Consolidated EBITDA, should not exceed the value of 4.5 (2009: 5.1). There have been no covenant breaches in 2010 and 2009. In case of a covenant breach the Senior Facility Agreement (SFA) includes several ways to remedy a potential breach by rules of exemption or shareholder actions. If a covenant breach occurs and is not remedied the syndicated loans may, but are not required to be, withdrawn. In case of a minor breach of covenants and/ or an estimated positive future economic development of the company the covenant levels and the SFA conditions might be reset.

(3) Fair value estimation Effective 1 January 2009, the group adopted the amendment to IFRS 7 for financial instruments that are measured in the statement of financial position at fair value. This requires disclosure of fair value measurements by level using the following fair value measurement hierarchy: a) Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities b) Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) c) Level 3: inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The level in the fair value hierarchy within which the fair value measurement is categorised in total is determined on the basis of the lowest level input that is significant to the fair value measurement in total. The different hierarchy levels demand different amounts of disclosure. At 31 December 2010 and 2009, the group’s financial instruments carried in the statement of financial position at fair value (i.e. trading derivatives and derivatives used for hedging) are categorised in total within level 2 of the fair value hierarchy. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using a present value model based on forward exchange rates.

6. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

F-24 the ultimate tax determination is uncertain. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.

Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in section 3.15.

If the discount rate used would differ +0.25%/ -0.25% from management’s estimates, the defined benefit obligation for pension benefits would be an estimated kEUR 183 lower or kEUR 191 higher.

(d) Useful lives of property, plant and equipment and intangibles assets

The group’s management determines the estimated useful lives and related depreciation/ amortisation charges for its property, plant and equipment and intangibles assets. This estimate is based on projected lifecycles. It could change as a result of technical innovations and competitor actions in response to severe industry cycles. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.

Notes on the Consolidated Statement of Comprehensive Income

7. REVENUE

Revenue recognised during the period related to the following:

2010 2009 (all amounts in E thousands) Engineered Joining Technologies ...... 323,600 206,349 Distribution Services ...... 168,250 126,004 Other revenue ...... 1,968 376 Deductions ...... Ϫ3,414 Ϫ2,935 490,404 329,794

NORMA Group was strongly affected by the global financial crisis in 2009. Throughout 2010 the market demand grew significantly, leading to an increase in revenues of 48 percent.

For the analysis of sales by region please refer to note 33, segment reporting.

8. RAW MATERIALS AND CONSUMABLES USED

2010 2009 (all amounts in E thousands) Material costs third parties...... Ϫ195,596 Ϫ128,079 Cost of purchased services...... Ϫ24,868 Ϫ15,896 Ϫ220,464 Ϫ143,975

F-25 9. OTHER OPERATING INCOME 2010 2009 (all amounts in E thousands) Currency gains operational ...... 4,953 2,502 Reversal of provisions...... 1,197 742 Grants related to employee benefit expenses ...... 428 399 Reimbursement of vehicle costs ...... 333 340 Other income from disposal of fixed assets ...... 46 1,751 Foreign exchange derivatives...... 22 713 Others ...... 1,869 2,113 8,848 8,560

10. OTHER OPERATING EXPENSES 2010 2009 (all amounts in E thousands) Consulting and Marketing ...... Ϫ21,139 Ϫ11,279 Expenses for temporary workforce...... Ϫ12,131 Ϫ3,097 Freights ...... Ϫ8,222 Ϫ7,124 Other administration expenses ...... Ϫ7,294 Ϫ10,468 Rentals ...... Ϫ4,186 Ϫ4,087 Currency losses operational ...... Ϫ3,846 Ϫ3,401 Travel and entertaining ...... Ϫ3,424 Ϫ2,515 Research & Development ...... Ϫ2,180 Ϫ2,741 Vehicle costs...... Ϫ2,150 Ϫ2,032 Maintenance (external) ...... Ϫ2,076 Ϫ1,844 Commission payable ...... Ϫ1,778 Ϫ1,541 Non-income related taxes ...... Ϫ1,484 Ϫ755 Insurances ...... Ϫ1,405 Ϫ1,240 Others ...... Ϫ6,094 Ϫ1,396 Ϫ77,409 Ϫ53,520

11. EMPLOYEE BENEFIT EXPENSES 2010 2009 (all amounts in E thousands) Wages and salaries, including restructuring costs and other termination benefits ...... Ϫ103,764 Ϫ92,447 Social security costs ...... Ϫ14,306 Ϫ13,624 Pension costs — defined contribution plans ...... Ϫ6,275 Ϫ4,958 Pension costs — defined benefit plans ...... Ϫ90 Ϫ263 Ϫ124,435 Ϫ111,292

Employee benefit expenses for 2009 included items due to the financial crisis and restructuring activities. In 2009 restructuring costs of kEUR 8,305 and other termination benefits of kEUR 5,332 were recognised. In 2010 the annual average number of employees was 2,853 (2009: 2,717).

F-26 12. FINANCIAL INCOME AND COSTS

2010 2009 (all amounts in E thousands) Financial costs Interest expenses — Bank borrowings ...... Ϫ24,440 Ϫ24,547 — Finance lease ...... Ϫ33 Ϫ64 — Provisions unwiding of discount ...... Ϫ235 Ϫ336 — Pensions unwiding of discount ...... Ϫ400 Ϫ414 Net foreign exchange (Ϫ) losses/(+) gains on financing activities ...... 5,553 2,310 Losses on interest rate swaps...... 0 Ϫ2,053 Other financial cost ...... Ϫ214 0 Ϫ19,769 Ϫ25,104 Financial income Interest income on short-term bank deposits...... 574 374 Interest income on available for sale financial assets ...... 0 0 Gains on interest rate swaps ...... 4,079 3,280 Other financial income ...... 254 142 4,907 3,796 Net financial cost...... Ϫ14,862 Ϫ21,308

The total interest expenses calculated using the effective interest method for financial liabilities that are not measured at fair value through profit or loss amounts to kEUR 24,440 in 2010 (2009: kEUR 24,547). The total interest income calculated using the effective interest method for financial assets not measured at fair value through profit or loss amounts to kEUR 574 in 2010 (2009: kEUR 374).

13. NET FOREIGN EXCHANGE GAINS/LOSSES

The following exchange differences recognized in profit or loss are included as follows:

Note 2010 2009 (all amounts in E thousands) Currency gains operational ...... (9) 4,953 2,502 Currency losses operational ...... (10) Ϫ3,846 Ϫ3,401 Net foreign exchange (Ϫ) losses/(+) gains on financing activities ...... (12) 5,553 2,310 6,660 1,411

14. INCOME TAXES

The analysis of income taxes is as follows:

2010 2009 (all amounts in E thousands) Current tax expenses ...... Ϫ11,240 Ϫ3,190 Deferred tax income ...... 51 5,915 Total income taxes...... Ϫ11,189 2,725

NORMA Group’s combined group income tax rate for 2010 and 2009 amounted to 29.1 percent, comprising corporate income tax at a rate of 15 percent, the solidarity surcharge of 5.5 percent on corporate income tax, and trade income tax at an average multiplier of 380 percent.

F-27 The tax on the group’s profit before tax differs from the theoretical amount that would arise using the group tax rate applicable to profits of the consolidated entities as follows: 2010 2009 (all amounts in E thousands) Profit (previous year Loss) before tax ...... 41,447 Ϫ20,752 Group tax rate ...... 29.1% 29.1% Expected income taxes ...... Ϫ12,061 6,039 Tax effects of: Tax losses and tax credits from actual year for which no deferred income tax is recognised ...... 681 167 Effects from deviation of group tax rate resulting mainly from different foreign tax rates ...... Ϫ602 Ϫ408 Non-deductible expenses for tax purposes ...... 1,936 3,068 Utilisation of tax losses and tax credits from prior year for which no deferred income tax asset was recognised ...... Ϫ1,952 675 Other tax-free income ...... Ϫ78 Ϫ65 Income taxes related to prior years...... 1,835 0 Tax losses and tax credits from prior years for which income tax assets are recognized in actual year ...... Ϫ1,722 0 Other ...... Ϫ970 Ϫ123 Income taxes ...... Ϫ11,189 2,725

The income tax charged/ credited directly to other comprehensive income during the year is as follows: 2010 2009 Before tax Tax charge/ Net-of-tax Before-tax Tax charge/ Net-of-tax amount credit amount amount credit amount (all amounts in E thousands) Cash flow hedges gains/losses..... Ϫ1,261 367 Ϫ894 Ϫ2,207 642 Ϫ1,565 Actuarial gains/losses on defined benefit plans ...... Ϫ1,156 344 Ϫ812 Ϫ26 8 Ϫ18 Other comprehensive Income .... Ϫ2,417 711 Ϫ1,706 Ϫ2,233 650 Ϫ1,583

Notes on Consolidated Statement of Financial Position 15. INCOME TAX ASSETS AND LIABILITIES Due to changes in German corporate tax laws (“SE-Steuergesetz” or “SEStEG”, which came into effect on 31 December 2006) an imputation credit asset (“Ko¨rperschaftsteuerguthaben gem. §37 KStG”) has been set up. As a result an unconditional claim for payment of the credit in ten annual installments from 2008 through 2017 has been established. The resulting receivable is included in income tax assets and amounted to kEUR 2,882 on 31 December 2010 (31 December 2009: kEUR 3,238). In 2010 kEUR 2,406 are classified as non-current (31 December 2009: kEUR 2,761).

16. DEFERRED INCOME TAX The analysis of deferred tax assets and deferred tax liabilities due to maturity is as follows: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Deferred tax assets to be recovered after more than 12 months...... 3,858 4,859 Deferred tax assets to be recovered within 12 months ...... 2,167 1,227 Deferred tax assets ...... 6,025 6,086 Deferred tax liabilities to be recovered after more than 12 months ...... 33,698 21,997 Deferred tax liabilities to be recovered within 12 months ...... 752 0 Deferred tax liabilities ...... 34,450 21,997 Deferred tax liabilities (net) ...... 28,425 15,911

F-28 The movement in deferred income tax assets and liabilities during the year is as follows:

2010 2009 (all amounts in E thousands) At 1 January — Deferred tax liabilities (net) ...... 15,911 23,063 Exchange differences ...... 247 Ϫ587 Acquisition of subsidiaries ...... 13,029 0 Deferred Tax expenses/benefits...... Ϫ51 Ϫ5,915 Tax charged to other comprehensive income ...... Ϫ711 Ϫ650 At 31 December — Deferred tax liabilities (net) ...... 28,425 15,911

The analysis of deferred income tax assets and deferred income tax liabilities, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Deferred tax assets 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Intangible assets ...... 2,815 3,480 Property, plant and equipment ...... 170 255 Other assets ...... 8 86 Inventories ...... 685 397 Trade receivables ...... 376 272 Retirement benefit obligations/pension liabilities ...... 743 466 Provisions ...... 777 818 Borrowings ...... 140 62 Other liabilities, incl. interest derivatives ...... 2,740 2,834 Trade payables ...... 2 0 Tax losses and tax credits ...... 2,752 3,198 Deferred tax assets (before valuation allowances)...... 11,208 11,868 Valuation allowance ...... 0 Ϫ400 Deferred tax assets (before offsetting) ...... 11,208 11,468 Offsetting effects ...... Ϫ5,183 Ϫ5,382 Deferred tax assets ...... 6,025 6,086

Deferred tax liabilities

31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Intangible assets ...... 30,334 18,364 Property, plant and equipment ...... 7,934 8,491 Other assets ...... 269 162 Inventories ...... 28 0 Trade receivables ...... 77 73 Borrowings ...... 51 123 Provisions ...... 590 12 Other liabilities, incl. interest derivatives ...... 87 70 Trade payables ...... 3 13 Untaxed reserves ...... 260 71 Deferred tax liabilities (before offsetting) ...... 39,633 27,379 Offsetting effects ...... Ϫ5,183 Ϫ5,382 Deferred tax liabilities ...... 34,450 21,997 Deferred tax liabilities (net) ...... 28,425 15,911

F-29 Deferred income tax assets are recognised for all deductible temporary differences to the extent that it is probable that future taxable profits will be available against which the deductible temporary difference can be utilised. The group did not recognise deferred income tax assets in respect of deductible temporary differences amounting to kEUR 1,040 at 31 December 2009; in 2010 the amount was zero.

Deferred income tax assets are recognised for tax losses carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable. The group did not recognise deferred income tax assets in respect of losses amounting to kEUR 2,914 at 31 December 2010 (31 December 2009: kEUR 4,366) that can be carried forward against future taxable income. The unrecognised losses expire as follows:

31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Expiry within 1 year...... 29 0 Expiry in 2-5 years...... 90 0 Expiry later than 5 years...... 2,578 0 Unlimited carry forward ...... 217 4,366 Total ...... 2,914 4,366

Taxable temporary differences amounting to kEUR 13,663 at 31 December 2010 (31 December 2009: kEUR 2,292) associated with investments in subsidiaries are not recognised as deferred tax liabilities, since the respective parent is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

17. GOODWILL AND OTHER INTANGIBLE ASSETS

The acquisition costs as well as accumulated amortisation and impairment of intangible assets consisted of the following:

Acquisition costs Changes in At consoli- Currency At 1 Jan 2010 Additions Deductions Transfers dation effects 31 Dec 2010 (all amounts in E thousands) Goodwill ...... 231,838 0 0 0 15,943 4,551 252,332 Certificates ...... 21,315 13 0 0 21,703 Ϫ291 42,740 Licenses, rights ...... 1,866 179 Ϫ586 0 92 127 1,678 Trademarks ...... 13,070 0 0 0 5,938 505 19,513 Patents & Technology . . 21,539 0 0 0 4,204 1,321 27,064 Intangible assets, other ...... 11,240 3,089 Ϫ196 0 0 316 14,449 Total ...... 300,868 3,281 Ϫ782 0 47,880 6,529 357,776

Amortization and Impairment Changes in At consoli- Currency At 1 Jan 2010 Additions Deductions Transfers dation effects 31 Dec 2010 (all amounts in E thousands) Goodwill ...... 29,049 0 0 0 0 1,579 30,628 Certificates ...... 4,339 1,632 0 0 0 119 6,090 Licenses, rights ...... 1,468 104 Ϫ586 0 0 0 986 Trademarks ...... 1,390 838 0 0 0 98 2,326 Patents & Technology . . 5,695 3,515 0 0 0 494 9,704 Intangible assets, other ...... 4,719 2,487 Ϫ196 0 0 13 7,023 Total ...... 46,660 8,576 Ϫ782 0 0 2,303 56,757

F-30 Acquisition costs Changes in At consoli- Currency At 1 Jan 2009 Additions Deductions Transfers dation effects 31 Dec 2009 (all amounts in E thousands) Goodwill ...... 233,703 0 0 0 0 Ϫ1,865 231,838 Certificates ...... 20,761 1,050 0 0 0 Ϫ496 21,315 Licenses, rights ...... 1,541 192 0 133 0 0 1,866 Trademarks ...... 13,466 0 0 0 0 Ϫ396 13,070 Patents & Technology . . 22,191 0 0 0 0 Ϫ652 21,539 Intangible assets, other ...... 9,424 1,915 Ϫ23 Ϫ133 0 57 11,240 Total ...... 301,086 3,157 Ϫ23 0 0 Ϫ3,352 300,868

Amortization and Impairment Changes in At consoli- Currency At 1 Jan 2009 Additions Deductions Transfers dation effects 31 Dec 2009 (all amounts in E thousands) Goodwill ...... 29,094 0 0 0 0 Ϫ45 29,049 Certificates ...... 3,269 1,124 0 0 0 Ϫ54 4,339 Licenses, rights ...... 1,088 380 0 0 0 0 1,468 Trademarks ...... 758 675 0 0 0 Ϫ43 1,390 Patents & Technology . . 1,686 4,280 0 0 0 Ϫ271 5,695 Intangible assets, other ...... 2,974 1,620 Ϫ23 0 0 148 4,719 Total ...... 38,869 8,079 Ϫ23 0 0 Ϫ265 46,660

Carrying amounts 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Goodwill ...... 221,704 202,789 Certificates ...... 36,650 16,976 Licenses, rights ...... 692 398 Trademarks ...... 17,187 11,680 Patents & Technology...... 17,360 15,844 Intangible assets, other ...... 7,426 6,521 Total intangible assets...... 301,019 254,208

The position ‘Patents & Technology’ at 31 December 2010 consists of kEUR 3,885 patents (31 Dec 2009: kEUR 3,294) and kEUR 13,475 technology (31 Dec 2009: kEUR 12,550). In 2009 a non-recoverable patent had to be impaired completely. The impairment of kEUR 2,782 is recognised in amortisation of patents. In 2010 no impairment was recognized. At 31 December 2010 bank borrowings are secured on intangible assets for the value of kEUR 48,372 (31 Dec 2009: kEUR 54,109).

Impairment tests for goodwill: Goodwill is allocated to the group’s cash-generating units (CGUs) identified according to geographical areas. A summary of the goodwill allocation is presented below.

F-31 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) CGUEMEA...... 143,359 143,427 CGU Americas ...... 75,216 56,102 CGU Asia-Pacific ...... 3,129 3,260 221,704 202,789

31 December 2009 CGU EMEA CGU Americas CGU Asia-Pacific Terminal value growth rate ...... 1.50% 1.50% 1.50% Discount rate ...... 9.76% 9.61% 9.59% Costs to sell ...... 1.00% 1.00% 1.00% The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount rates used were determined through a peer group. The costs to sell reflect management expectations. Even if the discount rate would increase by + 2% and terminal value growth rate would be 0%, the change of these key assumptions would not cause in any CGU the carrying amount to exceed its recoverable amount.

18. PROPERTY, PLANT AND EQUIPMENT The acquisition and manufacturing costs as well as accumulated depreciation of property, plant and equipment consisted of the following: Acquisition and manufacturing costs Changes in At consoli- Currency At 1 Jan 2010 Additions Deductions Transfers dation effects 31 Dec 2010 (all amounts in E thousands) Land and building ..... 69,720 486 Ϫ619 2,010 162 1,091 72,850 Machinery & tools .... 153,103 4,388 Ϫ5,569 6,133 2,803 2,833 163,691 Other equipment ...... 41,316 2,300 Ϫ2,216 612 157 692 42,861 Assets under construction ...... 4,661 10,657 Ϫ713 Ϫ8,755 0 303 6,153 Total ...... 268,800 17,831 Ϫ9,117 0 3,122 4,919 285,555

Depreciation Changes in At consoli- Currency At 1 Jan 2010 Additions Deductions Transfers dation effects 31 Dec 2010 (all amounts in E thousands) Land and building ..... 35,640 1,882 Ϫ520 0 0 488 37,490 Machinery & tools .... 118,305 12,377 Ϫ5,917 0 0 1,317 126,082 Other equipment ...... 31,797 2,593 Ϫ2,259 0 0 465 32,596 Assets under construction ...... 0 0 0 0 0 0 0 Total ...... 185,742 16,852 Ϫ8,696 0 0 2,270 196,168

F-32 Acquisition and manufacturing costs Changes in At consoli- Currency At 1 Jan 2009 Additions Deductions Transfers dation effects 31 Dec 2009 (all amounts in E thousands) Land and building ..... 70,725 2,028 Ϫ3,321 115 0 173 69,720 Machinery & tools .... 152,729 4,193 Ϫ7,316 2,909 0 588 153,103 Other equipment ...... 39,322 2,516 Ϫ1,861 1,113 0 226 41,316 Assets under construction ...... 5,480 3,306 0 Ϫ4,137 0 12 4,661 Total ...... 268,256 12,043 Ϫ12,498 0 0 999 268,800

Depreciation Changes in At consoli- Currency At 1 Jan 2009 Additions Deductions Transfers dation effects 31 Dec 2009 (all amounts in E thousands) Land and building ..... 35,161 2,141 Ϫ1,811 0 0 149 35,640 Machinery & tools .... 111,756 12,592 Ϫ6,110 0 0 67 118,305 Other equipment ...... 30,101 2,813 Ϫ1,724 0 0 607 31,797 Assets under construction ...... 0 0 0 0 0 0 0 Total ...... 177,018 17,546 Ϫ9,645 0 0 823 185,742

Carrying amounts 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Land and building ...... 35,360 34,080 Machinery & tools ...... 37,609 34,798 Other equipment...... 10,265 9,519 Assets under construction ...... 6,153 4,661 Total ...... 89,387 83,058

At 31 December 2010 the position machinery & tools includes kEUR 4,747 tools (31 Dec 2009: kEUR 3,147). No impairment is recognised on property, plant and equipment in 2010 and 2009. At 31 December 2010 bank borrowings are secured on land and buildings for the value of kEUR 60,284 (31 Dec 2009: kEUR 63,008). Land and buildings include the following amounts where the group is a lessee under a finance lease: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Cost — capitalised finance leases ...... 654 1,171 Accumulated depreciation ...... Ϫ654 Ϫ1,093 Net book amount ...... 078

Machinery includes the following amounts where the group is a lessee under a finance lease: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Cost — capitalised finance leases ...... 630 896 Accumulated depreciation ...... Ϫ571 Ϫ577 Net book amount ...... 59 319

F-33 Other equipment includes the following amounts where the group is a lessee under a finance lease: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Cost — capitalised finance leases ...... 600 415 Accumulated depreciation ...... Ϫ508 Ϫ375 Net book amount ...... 92 40

The group leases various property, machinery, technical and IT equipment under non-cancellable finance lease agreements. The lease terms are between 3 and 10 years and ownership of the assets lies within the group.

19. FINANCIAL INSTRUMENTS Carrying Measure- amount ment Fair value Category 31 Dec Measurement basis IAS 39 basis 31 Dec IAS 39 2010 Amort. Cost Cost FVtPL Fair value IAS 17 2010 (all amounts in E thousands) Financial assets Available for sale financial assets ...... AfS 397 397 — Trade and other receivables . . . . . LaR 70,282 70,282 70,282 Cash and cash equivalents ...... LaR 30,426 30,426 30,426 Financial liabilities Borrowings ...... FLAC 360,097 360,097 355,343 Derivative financial instruments — Hedge accounting Interest derivatives ...... n/a 5,550 5,550 5,550 Trade payables...... FLAC 48,311 48,311 48,311 Other financial liabilities ...... FLAC 8,002 8,002 8,002 Finance lease liabilities ...... n/a 894 894 849 Totals per category Available for sale financial assets (AfS)...... 397 397 — Loans and receivables (LaR) . . . . 100,708 100,708 100,708 Financial liabilities at amortised cost (FLAC)...... 416,410 416,410 411,656

F-34 Carrying Measure- amount ment Fair value Category 31 Dec Measurement basis IAS 39 basis 31 Dec IAS 39 2009 Amort. Cost Cost FVtPL Fair value IAS 17 2009 Financial assets Available for sale financial assets ...... AfS 397 397 — Derivative financial instruments — Held for trading Foreign exchange derivatives . . FAHfT 22 22 22 Trade and other receivables . . . . . LaR 45,501 45,501 45,501 Cash and cash equivalents ...... LaR 27,185 27,185 27,185 Financial liabilities Borrowings ...... FLAC 335,154 335,154 329,836 Derivative financial instruments — Held for trading Foreign exchange derivatives . . FLHfT 22 22 22 Derivative financial instruments — Hedge accounting Interest derivatives ...... FLHfT 7,968 7,968 7,968 Trade payables...... FLAC 29,953 29,953 29,953 Other financial liabilities ...... FLAC 45 45 45 Finance lease liabilities ...... n/a 1,157 1,157 1,041 Totals per category Available for sale financial assets (AfS)...... 397 397 — Financial assets held for trading (FAHfT)...... 22 22 22 Loans and receivables (LaR) . . . . 72,686 72,686 72,686 Financial liabilities held for trading (FLHfT) ...... 22 22 22 Financial liabilities at amortised cost (FLAC)...... 365,152 365,152 359,834 Trade and other receivables and cash and cash equivalents have short-term maturities. Their carrying amounts at the reporting date equal their fair values, as the impact of discounting is not significant. Available for sale financial assets are recognised at cost. There is no active market for these instruments. Since no future cash flows can be reliably measured, the fair value cannot be determined using valuation techniques. Trade payables and other financial liabilities have short times to maturity; therefore the carrying amounts reported approximate the fair values. The fair values of long-term borrowings bearing fixed interest rates and finance lease liabilities are calculated as the present values of the payments associated with the debts based on the applicable yield curve and NORMA Group’s credit spread curve (credit spread of 2.8% for finance lease liabilities and 6.1% for borrowings). Derivative financial instruments held for trading and those used for hedging are carried at their respective fair values. They have been categorised entirely within level 2 in the fair value hierarchy (section 5.3). None of the financial assets that are fully performing have been renegotiated in the last year.

F-35 In accordance with IFRS 7.20 (a) net gains and losses from financial instruments by measurement category are as follows: 2010 2009 (all amounts in E thousands) Available for sale financial assets (AfS) ...... 150 111 Loans and receivables (LaR) ...... Ϫ181 227 Financial instruments held for trading (FAHfT and FLHfT) ...... 22 418 Financial liabilities at cost (FLAC) ...... Ϫ14,990 Ϫ22,238 Ϫ14,999 Ϫ21,482

Net gains and losses of available for sale financial assets include dividend income from associates not accounted for using the equity method, net gains and losses of loans and receivables comprise currency effects, impairment of trade receivables, and interest income on short-term bank deposits. Fair value gains and losses on trading derivatives are net gains and losses of financial instruments held for trading and net gains and losses of financial liabilities at cost comprise interest expenses and currency effects on loans, borrowings and bank deposits.

20. OTHER FINANCIAL ASSETS Other financial assets consist of shares in the associated company Groen B.V. amounting to kEUR 397 at 31 December 2010 and 2009 respectively, that are supposed to be classified as available for sale assets. There is no active market for these instruments. Since no future cash flows can be reliably measured, the fair values cannot be determined using valuation techniques. Hence, these instruments are recognised at cost. As per 31 December 2010, management does not have the intention to dispose of financial assets categorised as available for sale.

21. DERIVATIVE FINANCIAL INSTRUMENTS 31 Dec 2010 31 Dec 2009 Assets Liabilities Assets Liabilities (all amounts in E thousands) Interest rate swaps — cash flow hedges ...... 0 5,550 0 7,968 Foreign exchange derivatives — held for trading...... 0 0 22 22 Total ...... 0 5,550 22 7,990 Less non-current portion Interest rate swaps — cash flow hedges ...... 0 0 0 7,968 Non-current portion...... 0 0 0 7,968 Current portion ...... 0 5,550 22 22

(a) Foreign exchange derivatives Foreign exchange derivatives are categorised as held for trading. The notional principal amounts of the outstanding forward foreign exchange contracts at 31 December 2009 were kEUR 2,335. At 31 December 2010 NORMA Group had no foreign exchange derivatives in the balance sheet.

(b) Interest rate swaps NORMA Group applies hedge accounting on interest rate swaps. The ineffective portion recognised in the profit or loss amounts to a profit of kEUR 11. The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2010 were mEUR 215 (31 Dec 2009: mEUR 218). At 31 December 2010, the fixed interest rates vary from 3.2% to 3.6% (31 Dec 2009: 3.2% to 3.6%), and the floating rates are EURIBOR and LIBOR. Gains and losses recognised in the hedging reserve in equity on interest rate swap contracts as of 31 December 2010 will be released to the profit or loss until 31 December 2011 (note 25). The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the consolidated statement of financial position.

F-36 22. TRADE AND OTHER RECEIVABLES The trade accounts receivables were as follows: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Trade accounts receivable ...... 71,852 46,097 Less: allowances for doubtful accounts ...... Ϫ1,676 Ϫ1,507 70,176 Ϫ44,590

All trade accounts receivables are due within one year. The following table shows the ageing analysis for trade accounts receivables and other current receivables:

31 December 2010 not past 30 - 90 91 - 180 181 days due G 30 days days days - 1 year H 1 year Total (all amounts in E thousands) Trade receivables ...... 56,975 8,745 3,135 455 671 195 70,176 Other receivables ...... 106 0 0 0 0 0 106 57,081 8,745 3,135 455 671 195 70,282

31 December 2009 not past 30 - 90 91 - 180 181 days due G 30 days days days - 1 year H 1 year Total (all amounts in E thousands) Trade receivables ...... 28,809 8,570 4,557 1,647 987 20 44,590 Other receivables ...... 911 0 0 0 0 0 911 29,720 8,570 4,557 1,647 987 20 45,501

As of 31 December 2010 and 2009, there was no indication that accounts receivables that were neither past due nor impaired could not be collected. The amount of receivables that were impaired and provided for was as follows: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Trade receivables impaired and provided for ...... 1,688 1,509 Allowances for doubtful accounts ...... Ϫ1,676 Ϫ1,507 The carrying amounts of the group’s trade and other receivables are denominated in the following currencies: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Currency Euro ...... 37,318 27,028 US dollar ...... 21,440 8,315 Chinese renminbi ...... 2,957 1,495 UK pound ...... 2,079 1,526 Australian dollar...... 1,731 1,770 Swedish crown ...... 1,019 2,247 Other currencies ...... 3,738 3,120 70,282 45,501

F-37 All trade accounts receivable were impaired by specific valuation allowances. There have been no general allowances. Movements on the group provision for impairment of trade receivables are as follows: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) At 1 January...... 1,507 1,982 Additions ...... 468 125 Amounts used ...... Ϫ36 Ϫ622 Reversals ...... Ϫ338 0 Currency effects ...... 75 22 At 31 December ...... 1,676 1,507

The creation and release of allowances for doubtful accounts have been included in ’other operating income/ expenses’ in the consolidated statement of comprehensive income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above. The group does not hold any collateral as security. At 31 December 2010 bank borrowings are secured on trade and other receivables for the value of kEUR 53,586 (31 Dec 2009: kEUR 39,950).

23. INVENTORIES 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Raw materials ...... 21,004 12,866 Work in progress ...... 6,916 4,082 Finished goods and goods for resale ...... 36,789 27,752 64,709 44,700

At 31 December 2010 inventories amounting to kEUR 1,035 (31 Dec 2009: kEUR 586) were reduced to their net realisable value. At 31 December 2010 bank borrowings are secured on inventories for the value of kEUR 37,892 (31 Dec 2009: kEUR 30,122).

24. OTHER NON-FINANCIAL ASSETS 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Deferred costs ...... 2,258 1,309 VAT assets ...... 3,662 516 Other assets ...... 3,298 3,485 9,218 5,310

25. EQUITY Subscribed capital The subscribed capital of the company amounts to EUR 76.250 and is fully paid. The liability of the shareholders for the obligations of the company to its creditors is limited to this capital. The amount of the subscribed capital is not permitted to be distributed by the company to its shareholders.

Capital reserves The capital reserve contains: 1. amounts (premiums) received for the issuance of shares, 2. premiums paid by shareholders in exchange for the granting of a preference for their shares, 3. amounts resulted from other capital contributions of the owners.

F-38 At 26 April 2010 the shareholders have contributed mEUR 15 to capital reserve. As of 31 December 2010 capital reserve amounts to kEUR 96,650 (31 Dec 2009: kEUR 81,650).

Treasury shares

At 20 December 2007 NORMA Group acquired its own shares through purchase from Dr. Peter Stehle (Chairman of the Supervisory Board). The total amount paid to acquire the shares was kEUR 592 and has been deducted from subscribed capital by the amount of EUR 450 (par value) and retained earnings by the amount of EUR 591,550 within shareholders’ equity.

Retained earnings

Actuarial gain/loss Total (all amounts in E thousands) Balance at 1 January 2009 ...... 737 Ϫ31,261 Loss for the year ...... Ϫ18,182 Actuarial gain/ loss on post employment benefit obligations in year — net of tax . . Ϫ18 Actuarial gain/loss on post employment benefit obligations (before tax) ...... Ϫ26 Tax on actuarial gain/loss ...... 8 Balance at 31 December 2009 ...... 719 Ϫ49,461 Profit for the year ...... 30,157 Actuarial gain/ loss on post employment benefit obligations in year: ...... Ϫ812 Actuarial gain/ loss on post employment benefit obligations (before tax)...... Ϫ1,156 Tax on actuarial gain/ loss ...... 344 Balance at 31 December 2010 ...... Ϫ93 Ϫ20,116

Other reserves

Exchange differences on Cash flow translating foreign hedges operations Total (all amounts in E thousands) Balance at 1 January 2009 ...... 0 6,623 6,623 Cash flow hedges ...... Ϫ1,565 Fair value gains/losses in year ...... Ϫ2,207 Tax on fair value gains/losses...... 642 Currency translation ...... Ϫ1,279 Ϫ1,279 Balance at 31 December 2009 ...... Ϫ1,565 5,344 3,779 Cash flow hedges ...... Ϫ894 Fair value gains/losses in year ...... Ϫ1,261 Tax on fair value gains/losses...... 367 Currency translation ...... Ϫ4,249 Ϫ4,249 Balance at 31 December 2010 ...... Ϫ2,459 1,095 Ϫ1,364

26. RETIREMENT BENEFIT OBLIGATIONS

Retirement benefit obligations result mainly from the German pension plan as this pension plan is the most significant pension plan in the group.

The German defined benefit pension plan was closed for new entrants in 1990 and provides benefits in case of retirement, disability, and death as life-long pension payments. The benefits entitlements depend on years of service and salary. The portion of salary that is above the income threshold for social security contribution leads to higher benefit entitlements compared to the portion of the salary up to that threshold. Employees hired after 1990 are eligible under a defined contribution scheme. The contributions are paid into an insurance contract providing lump sum payments in case of retirements and death.

F-39 The movement in cumulative actuarial gains/ losses recognized in other comprehensive income (before tax) was as follows: 2010 2009 (all amounts in E thousands) At 1 January ...... Ϫ1,014 Ϫ1,040 Acturial gains/ losses in recognised in other comprehensive income in the period (before tax) ...... 1,156 26 At 31 December ...... 142 Ϫ1,014

The amounts recognised in the consolidated statement of financial position are determined as follows: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Present value of obligations ...... 9,063 8,058 Unrecognised past service cost ...... 0 0 Liability in the balance sheet ...... 9,063 8,058

Experience adjustments on plan liabilities were as follows: 2010 2009 2008 2007 (all amounts in E thousands) Pension liability ...... 9,063 8,058 7,939 9,110 Experience adjustments on plan liabilities ...... 222 Ϫ169 Ϫ730 Ϫ37 The movement in the defined benefit obligation over the year is as follows: 2010 2009 (all amounts in E thousands) At 1 January ...... 8,058 7,939 Current service cost ...... 90 263 Interest cost ...... 400 414 Actuarial gains/ losses ...... 1,156 26 Exchange differences ...... 2 0 Benefits paid ...... Ϫ643 Ϫ584 Liabilities acquired in a business combination ...... 0 0 Curtailments ...... 0 0 Settlements ...... 0 0 At 31 December ...... 9,063 8,058

The amounts recognised in profit or loss are as follows: 2010 2009 (all amounts in E thousands) Current service cost ...... 90 263 Interest cost ...... 400 414 Past Service Cost ...... 0 0 Curtailment/ Settlement ...... 0 0 At 31 December ...... 490 677

The principal actuarial assumptions are as follows: 31 Dec 2010 31 Dec 2009 Discount rate ...... 4.71% 5.75% Inflation rate ...... 2.00% 2.00% Future salary increases ...... 2.50% 2.50% Future pension increases ...... 2.00% 2.00%

F-40 The biometric assumptions are based on the 2005 G Heubeck life-expectancy tables.

Expected contributions to post-employment benefit plans for the year 2011 are kEUR 596.

27. PROVISIONS

The development of provisions was as follows:

Unused Foreign At Amounts amounts Unwinding of currency At 1 Jan 2010 Additions used reversed discount translation 31 Dec 2010 (all amounts in E thousands) Guarantees ...... 492 40 0 0 0 0 532 Restructuring ...... 2,072 143 Ϫ718 Ϫ1,147 0 11 361 Early retirement ...... 3,757 1,599 Ϫ1,526 0 211 0 4,041 Operational performance incentive cash programme . . 0 987 0 0 0 0 987 Other personnel related obligations ...... 586 105 Ϫ160 0 24 0 555 Others ...... 1,170 1,082 Ϫ891 Ϫ50 0 52 1,363 Total provisions...... 8,077 3,956 Ϫ3,295 Ϫ1,197 235 63 7,839

Unused Foreign At Amounts amounts Unwinding of currency At 1 Jan 2009 Additions used reversed discount translation 31 Dec 2009 (all amounts in E thousands) Guarantees ...... 683 0 0 Ϫ191 0 0 492 Restructuring ...... 1,977 1,979 Ϫ1,819 Ϫ66 0 1 2,072 Early retirement ...... 3,847 1,490 Ϫ1,802 0 222 0 3,757 Operational performance incentive cash programme . . 294 Ϫ294 0 Other personnel related obligations ...... 2,263 0 Ϫ1,674 Ϫ121 114 4 586 Others ...... 724 1,014 Ϫ283 Ϫ364 0 79 1,170 Total provisions...... 9,788 4,483 Ϫ5,578 Ϫ1,036 336 84 8,077

31 December 2010 31 December 2009 thereof thereof thereof thereof Total current non-current Total current non-current (all amounts in E thousands) Guarantees ...... 532 532 0 492 492 0 Restructuring ...... 361 361 0 2,072 2,072 0 Early retirement ...... 4,041 22 4,019 3,757 0 3,757 Operational performance incentive cash programme ...... 987 987 0 0 0 0 Other personnel related obligations ...... 555 0 555 586 160 426 Others...... 1,363 1,353 10 1,170 1,170 0 Total provisions ...... 7,839 3,255 4,584 8,077 3,894 4,183

The accounting for early retirement (“Altersteilzeit”) is based on actuarial valuations considering assumptions such as a discount rate of 3.1% as well as the 2005 G Heubeck life-expectancy tables. For signed early retirement contracts as well as potential early retirement contracts a liability has been recognized. The liability includes additional compensation (“Aufstockungsbetra¨ge”) as well as deferred salary payments (“Erfu¨llungsru¨cksta¨nde”).

For further details concerning ‘operational performance incentive cash programme’ see note 34.

F-41 28. BORROWINGS 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Non-current Bank borrowings ...... 304,035 308,892 Shareholder loan ...... 11,900 11,434 315,935 320,326 Current Bank borrowings ...... 37,506 14,828 Other borrowings (e.g. Factoring) ...... 6,656 0 44,162 14,828 Total borrowings...... 360,097 335,154

(a) Bank borrowings Bank borrowings mature until 2016 and bear average coupons of 0.6%, 0.3% and 0.7% annually for loans denominated in Euro, US-Dollar and Swedish Crowns respectively (2009: 1.6%, 0.8% and 1.3% annually). NORMA Group is currently preparing to go public on the Frankfurt (Germany) stock exchange in 2011. In this event, all bank borrowings (kEUR 353,441) and also some other liabilities (kEUR 7,470) have to be repaid according to the existing agreements. To face this risk NORMA Group is currently in negotiations with a banking consortium in order to arrange a complete refinancing of the group. The maturity of the new financing structure will be similar to the present structure. According to present negotiations and based on the current economic situation and the future outlook of the company there are no material reasons to believe that NORMA would not achieve a similar maturity and interest rate structure. Since the present contracts are not cancelled yet and the new financing structure would also be long term, the major part of the present borrowings is presented as non-current. At 31 December bank borrowings were secured by the carrying amounts of the following assets: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Intangible Assets ...... 48,372 54,109 Property, plant and equipment ...... 60,284 63,008 Trade and other receivables...... 53,586 39,950 Inventories ...... 37,892 30,122 Cash and cash equivalents...... 16,488 17,922 216,622 205,111 Bank borrowings are further secured by shares of various consolidated companies of the NORMA Group. The carrying amounts of the group’s borrowings are denominated in the following currencies: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) EUR...... 183,087 183,550 USD...... 142,255 128,369 SEK...... 16,199 11,801 341,541 323,720

(b) Shareholder loan In 2006 NORMA Group has received a loan from 3i Funds in the original amount of mEUR 34.7. In 2007 mEUR 30.0 have been contributed to capital reserve. The remainder of mEUR 4.7 is part of the group’s long-term borrowings. The loan is denominated in Euro and bears fixed interest of 10.0% per annum. The annual interest expenses of kEUR 466 are accrued until the shareholder loan falls due; the entire amount will be repayable in 2016 or in case of shareholder’s exit, if earlier.

F-42 The outstanding balance as per 31 December 2010 of mEUR 11.9 contains the remaining amount of the loan (mEUR 4.7) and the accrued interests since the issuance of the loan. There is no compound interest on any interest accrued.

29. OTHER NON-FINANCIAL LIABILITIES

31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Non-current Other Liabilities ...... 0 335 0 335 Current Non-income tax Liabilities ...... 2,918 3,406 Social Liabilities ...... 2,309 2,852 Personnel related liabilities (e.g. holiday, bonus, premiums) ...... 12,984 4,781 Other liabilities ...... 3,562 5,320 Deferred Income ...... 0 140 21,773 16,499 Total other non-financial liabilities ...... 21,773 16,834

30. OTHER FINANCIAL LIABILITIES

31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Non-current Lease liabilities ...... 577 863 577 863 Current Other liabilities to 3i Funds or other 3i entities ...... 0 43 Lease liabilities ...... 317 294 Vendor Loan R.G. RAY acquisition ...... 7,470 0 Contingent consideration Craig Assembly acqisition ...... 515 0 Other Liabilities ...... 17 2 8,319 339 Total other financial liabilities ...... 8,896 1,202

The future aggregate minimum lease payments under non-cancellable finance leases and their respective present values are as follows:

31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Gross finance lease liabilities — minimum lease payments No later than 1 year ...... 336 329 Later than 1 year and no later than 5 years ...... 609 875 Later than 5 years...... 0 36 945 1,240 Future finance charges on finance lease ...... 51 83 Present value of finance lease liabilities No later than 1 year ...... 317 294 Later than 1 year and no later than 5 years ...... 577 829 Later than 5 years...... 0 34 894 1,157

F-43 Lease liabilities are effectively secured because the rights to the leased assets will revert to the lessor in the event of default.

31. TRADE PAYABLES All trade payables are due to third parties within one year. For information regarding trade payables refer to notes section 3.13.

Other Notes 32. INFORMATION ON THE CONSOLIDATED STATEMENT OF CASH FLOWS In the cash flow statement a distinction is made between cash flows from operational activities, investing activities and financing activities. Cash flows from operating activities represent the cash effects of transactions and other events relating to the principal revenue-producing activities. The group participates in a reverse-factoring-program. The payments to the factor are included in cash flows from operating activities, since this best represents the economic substance of the transaction. Other non-cash expenses and revenues in Fiscal Year 2010 mainly include the non-cash valuation of interest rate swaps to kEUR -4,079 in 2010 (2009: kEUR -3,641) and net foreign exchange valuation on financing activities to kEUR 2,857 in 2010 (2009: kEUR -8,433). Cash flows resulting from interest paid (2010: kEUR -20,180; 2009: kEUR -20,140) are disclosed as cash flows from financing activities. Cash flows from investing activities include the cash effects of transactions relating to the acquisition and disposal of long-term asset. Cash flows from financing activities comprise of proceeds from borrowings (2010: kEUR 18,521, 2009: kEUR 0), repayments of borrowing (2010: kEUR -16,401; 2009: kEUR -12,998), and proceeds from capital increase (2010: kEUR 15,000, 2009: kEUR 0). Furthermore cash flows resulting from interest paid are included (2010: kEUR -20,180, 2009: kEUR -20,140). Cash is comprised of cash on hand and demand deposits of kEUR 30,426 at 31 December 2010 (31 Dec 2009: kEUR 27,060). Cash equivalents included investments with short maturity of kEUR 0 at 31 December 2010 (31 Dec 2009: kEUR 125). Cash and cash equivalents of kEUR 1,289 at 31 December 2010 (31 Dec 2009: kEUR 446) was restricted.

33. SEGMENT REPORTING Segments are reported in a manner consistent with the internal reporting provided to the chief operating officer. The chief operating officer, who is responsible for allocating resources and assessing performance of the segments has been identified as the senior group management. For details regarding senior management refer to note 38. NORMA Group segments the company at a regional level. The reportable segments of NORMA Group are EMEA, Americas, and Asia-Pacific. NORMA Group’s vision includes regional growth targets. Distribution services are focused regionally and locally. EMEA and Americas have linked regional intercompany organisations of different functions. Therefore the group’s management reporting and controlling system has a strong regional focus. The product portfolio does not vary between these segments. For details regarding the composition of the segments refer to the list of group and financial holding companies in section 4. NORMA Group measures the performance of its segments through a measure of profit or loss which is referred to as “adjusted EBITDA”. EBITDA comprises of revenue, changes in inventories of finished goods and work in progress, raw materials and consumables used, other operating income and expenses and employee benefit expenses. EBITDA is measured in a manner consistent with that in the statement of comprehensive income. The adjustments of EBITDA relate to restructuring costs (closure of facilities, transfer of products, sever- ances), non-recurring/ non-period related costs/ income (mainly cost of acquisitions, cost of integrations and non- recurring items) and other group and normalised items (mainly group stewardship and extraordinary items as defined by banking definition). Inter-segment revenue is generally recorded at values that approximate third-party selling prices.

F-44 Segment assets comprise of all assets less (current and deferred) income tax assets. Segment liabilities comprise of all liabilities less (current and deferred) income tax liabilities. Taxes are shown in the reconciliation. Segment assets and liabilities are measured in a manner consistent with that in the statement of financial position.

Capex equals additions to non-current assets

Consolidated EMEA Americas Asia-Pacific Total segments Reconciliation group 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 (all amounts in E thousands) Revenue from external customers ...... 336,682 244,563 123,767 68,121 29,955 17,110 490,404 329,794 0 0 490,404 329,794 Inter-segment revenue ...... 23,573 12,878 7,180 4,526 1,061 29 31,814 17,433 Ϫ31,814 Ϫ17,433 0 0 Total segment revenue ...... 360,255 257,441 130,947 72,647 31,016 17,139 522,218 347,227 Ϫ31,814 Ϫ17,433 490,404 329,794 Contribution to consolidated group sales ...... 73% 78% 27% 22% 6% 5% Ϫ6% Ϫ5% Adjusted EBITDA ...... 80,995 42,038 23,016 10,415 1,673 837 105,684 53,290 Ϫ6,436 Ϫ247 99,248 53,043 Segment assets*...... 399,539 349,313 205,302 141,882 30,179 20,925 635,020 512,120 Ϫ56,237 Ϫ42,415 578,783 469,705 Segment liabilities ** ...... 208,676 165,286 157,649 135,740 14,685 17,121 381,010 318,147 119,371 112,430 500,381 430,577 CAPEX...... 14,995 7,401 4,141 4,838 1,976 2,961 21,112 15,200 0 0 21,112 15,200 Number of Employees *** ..... 2,025 2,068 488 386 317 240 2,830 2,694 23 23 2,853 2,717

* included allocated goodwills, taxes are shown in reconciliation ** taxes are shown in reconciliation *** Number of Employees (average heads)

The reconciliation of the segments’ adjusted EBITDA is as follows:

2010 2009 (all amounts in E thousands) Total segments’ adjusted EBITDA ...... 105,684 53,290 Holdings ...... Ϫ6,268 Ϫ165 Eliminations ...... Ϫ168 Ϫ82 Total adjusted EBITDA of the group ...... 99,248 53,043 Restructuring costs ...... Ϫ1,250 Ϫ20,634 Non-recurring/ non-period related costs ...... Ϫ15,536 Ϫ5,069 Other group and normalised items ...... Ϫ725 Ϫ1,159 EBITDA of the group ...... 81,737 26,181 Depreciation and Amortization...... Ϫ25,428 Ϫ22,843 Impairments ...... 0 Ϫ2,782 Financial costs ...... Ϫ14,862 Ϫ21,308 Profit (previous year loss) before tax ...... 41,447 Ϫ20,752

In 2009 a non-recoverable patent had to be impaired completely. The impairment of kEUR 2,782 was recognised in the segment Americas. In 2010 no impairment was recognized.

The reconciliation of the segments’ assets and liabilities is as follows:

31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Total segment assets ...... 635,020 512,120 Income tax assets ...... 13,345 9,324 Holdings...... 59,104 36,232 Eliminations ...... Ϫ128,686 Ϫ87,971 Group Assets ...... 578,783 469,705

F-45 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Total segment liabilities ...... 381,010 318,147 Income tax liabilities...... 38,852 23,309 Holdings...... 212,480 177,514 Eliminations ...... Ϫ131,961 Ϫ88,393 Group Liabilities...... 500,381 430,577

Assets of the Holdings include mainly cash; the liabilities include mainly long-term borrowings.

External sales per country, measured according to the place of domicile of the company which manufactures the products, are as follows:

2010 2009 (all amounts in E thousands) Germany ...... 214,245 170,148 USA...... 123,766 68,121 Other countries ...... 152,393 91,525 490,404 329,794

The non-current assets per country include non-current assets less deferred tax assets, derivative financial instruments, and shares in consolidated related parties.

31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Germany ...... 119,858 123,892 USA...... 162,962 111,711 Other countries...... 126,137 123,068 Consolidation ...... Ϫ15,748 Ϫ18,247 393,209 340,424

34. OPERATIONAL PERFORMANCE INCENTIVE CASH PROGRAMME

In 2008, NORMA Group implemented the OPICP under which eligible executive managers of the second management level are granted phantom shares of NORMA Group GmbH entitling the participants to receive cash- payments in case of an exit event (IPO/ sale). NORMA Group Holding GmbH, a subsidiary of NORMA Group GmbH, is the obligor under this programme, i.e. the entitlement to the payment of an incentive amount is awarded from NORMA Group Holding GmbH to the individual beneficiaries. NORMA Group Holding GmbH will be reimbursed for the costs which incur as a result of the execution of the programme by the shareholders of NORMA Group GmbH. The reimbursement claim can only be recognized in case of an exit.

The amount of cash paid to the beneficiaries is based on the sales/ liquidations proceeds and the number of phantom shares held by the manager. This amount is based on the equity value of NORMA Group GmbH minus prior ranking payments to other shareholders in the course of exit. The phantom shares vest on the occurrence of an exit event (IPO/ sale). The termination of the eligible manager’s employment prior to the anticipated exit event results in forfeited phantom shares.

In accordance with IFRS 2 (see also Section 3.16) the awards from OPICP are treated as cash-settled. Thus, a liability is recognized as of each balance sheet date at the amount of the respective fair value of the phantom shares.

At 1 January 2008 the OPICP was implemented for 9 participants. The total share programme is designed for the issuance of up to 1,100,000 shares of which 355,000 shares were issued as of 31 December 2008. The expected duration of the programme is 2012.

F-46 Operational Performance Incentive Cash Programme Phantom shares issued as of 31 December 2009 ...... 810,000 Phantom shares granted in 2010 ...... 260,000 Phantom shares forfeited in 2010 ...... 0 Phantom shares issued as of 31 December 2010 ...... 1,070,000 Provisions as of December 2009 in kEUR) ...... 0 Provisions as of December 2010 (in kEUR) ...... 987 (Ϫ) Expenses/(+) Income in 2009 (in kEUR) ...... 294 (Ϫ) Expenses/(+) Income in 2010 (in kEUR) ...... Ϫ987

35. CONTINGENCIES The group has contingent liabilities in respect of legal claims arising in the ordinary course of business. NORMA Sweden is subject of an environmental examination by Uppsala municipality’s environmental department. NORMA Sweden had to examine a sold premise. Under Swedish law the person who carried on an activity that caused pollution is deemed to be primarily responsible for remedial actions, i.e. investigations and remediation. After the examination in November 2009 the environmental department reviewed the report and ordered that further tests should be made. NORMA Sweden has opposed this and so far the environmental department has not replied to their response. NORMA Group does not believe that any of these contingent liabilities will have a material adverse effect on its business or any material liabilities will arise from contingent liabilities.

36. COMMITMENTS (a) Capital commitments Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) Property, plant and equipment ...... 999 1,943 999 1,943

There are no material commitments concerning intangible assets.

(b) Operating lease commitments The group leases various vehicles, property and technical equipment under non-cancellable operating lease agreements. The lease terms are between one and 10 years. The group also leases various technical equipment under cancellable operating lease agreements. There are two significant operating lease arrangements with annual lease payments of more than kEUR 200, concerning the leasing of land and buildings. One is held by NORMA Germany (non-cancellable lease term 10 years, soonest termination in 2012), the second one is held by NORMAUK (non-cancellable lease term 10 years, soonest termination in 2016). Except for usual renewable options the lease contracts do not comprise other options. Lease expenditure (including non-cancellable and cancellable operating leases) amounting to kEUR 6,536 in 2010 (2009: kEUR 6,088) is included in profit or loss in ‘other operating expenses’. The following table shows the future aggregate minimum lease payments under non-cancellable operating leases: 31 Dec 2010 31 Dec 2009 (all amounts in E thousands) No later than 1 year ...... 4,311 1,578 Later than 1 year and no later than 5 years ...... 8,400 2,825 Later than 5 years...... 2,710 621 15,421 5,024

F-47 37. BUSINESS COMBINATIONS R.G. RAY On 21 May 2010, the group acquired 100% of the share capital of R.G. RAY Corporation, Illinois, USA, (R.G. RAY) for kEUR 36,942 and obtained the control of R.G. RAY, a designer and manufacturer of heavy duty engineered clamps for use in engine, pump / filtration, aircraft, commercial vehicle and industrial applications operating in North America. As a result of the acquisition, the group is expected to increase its presence in North America and also to extend its product range in international markets. The goodwill of kEUR 13,235 arising from the acquisition is attributable to the stronger market position in North America and to the extended product range in international markets. None of the goodwill recognised is expected to be deductible for income tax purposes. The following table summarises the consideration paid for R.G. RAY and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date. Note 2010 (all amounts in E thousands) Considerations at 21 May 2010 Cash ...... 28,808 Fair value of seller notes ...... 8,134 Total consideration ...... 36,942 Acquisition-related costs (included in administrative expenses in the consolidated income statement of the year ended 31 December 2010) ...... 1,487 Recognised amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents...... 476 Property, plant and equipment...... (18) 390 Trade names and trademarks (included in intangibles) ...... (17) 5,938 Technology (included in intangibles) ...... (17) 3,823 Contractual customer relationship (included in intangibles) ...... (17) 18,790 Inventories ...... (23) 4,678 Trade and other receivables ...... (22) 7,170 Trade and other payables ...... (31) Ϫ5,899 Contingent liability ...... (35) Ϫ333 Deferred income tax liabilities ...... (16) Ϫ11,326 Total identifiable net assets...... 23,707 Goodwill ...... (17) 13,235 36,942

The seller notes reflect the issuance of two interest-bearing promissory notes with fair values of kEUR 4,674 and kEUR 3,460. The fair values (present value) of the two interest-bearing promissory notes are equal to their principal payments. The seller notes are due within one year. The fair value of trade and other receivables is kEUR 7,170 and includes trade receivables with a fair value of kEUR 6,094. The gross contractual amount for trade receivables due is kEUR 6,277, of which kEUR 183 is expected to be uncollectible. The fair value of the acquired identifiable intangible assets of kEUR 28,551 (including customer relationships, trade names and trademarks and unpatented technology) is provisional pending receipt of the final valuations for those assets. A contingent liability of kEUR 333 has been recognised for an unfavourable leasehold interest. As of 31 December 2010, the amount recognised for the contingent liability is kEUR 0. The revenue included in the consolidated statement of comprehensive income since 21 May 2010 contributed by R.G. RAY was kEUR 22,477. R.G. RAY also contributed profit of kEUR 1,461 over the same period. Had R.G. RAY been consolidated from 1 January 2010, the consolidated statement of comprehensive income would show revenue of kEUR 33,680 and profit of kEUR 2,692.

F-48 Craig Assembly On 23 December 2010, the group acquired 100% of the share capital of Craig Assembly Inc., Michigan, USA, (“Craig Assembly”) for kEUR 8,585 and obtained the control of Craig Assembly, a supplier of custom engineered products for the glycol cooling hose market operating in North America. As a result of the acquisition, the group is expected to increase its presence in North America and also to extend its product range in international markets. The goodwill of kEUR 2,708 arising from the acquisition is attributable to the stronger market position in North America and to the extended product range in international markets. None of the goodwill recognised is expected to be deductible for income tax purposes. The following table summarises the consideration paid for Craig Assembly and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date. Note 2010 (all amounts in E thousands) Considerations at 23 December 2010 Cash ...... 8,070 Contingent consideration ...... 515 Total consideration ...... 8,585 Acquisition-related costs (included in administrative expenses in the consolidated income statement of the year ended 31 December 2010) ...... 317 Recognised amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents ...... 439 Property, plant and equipment ...... (18) 2,732 Technology (included in intangibles)...... (17) 381 Licences and other intangibles (included in intangibles) ...... (17) 92 Contractual customer relationship (included in intangibles) ...... (17) 2,913 Inventories ...... (23) 929 Trade and other receivables ...... (22) 1,775 Trade and other payables ...... (31) Ϫ1,681 Deferred income tax liabilities ...... (16) Ϫ1,703 Total identifiable net assets ...... 5,877 Goodwill ...... (17) 2,708 8,585 The contingent consideration arrangement requires the group to pay the former owners of Craig Assembly a maximum undiscounted amount of kEUR 890. The contingent consideration is earned on a prorated basis for each dollar of the adjusted EBITDA between kUSD 2,694 and kUSD 2,993 regarding the financial year from 1 April 2010 to 31 March 2011 (FY 2010/11). If Craig Assembly fails to meet the minimum threshold of adjusted EBITDA of kUSD 2,694 in FY 2010/11, the former owners of Craig Assembly would not be entitled to any additional compensation. The potential undiscounted amount of all future payments that the group could be required to make under this contingent consideration arrangement is between kEUR 0 and kEUR 890. The fair value of the contingent consideration arrangement of kEUR 515 was estimated by applying the income approach. The fair value estimates are based on a discount rate of 22,0% and assumed probability-adjusted EBITDA in FY 2010/11 in Craig Assembly of kUSD 2,794 to kUSD 2,896. As of 31 December 2010, there was no increase of the contingent consideration. The fair value of trade and other receivables is kEUR 1,775 and includes trade receivables with a fair value of kEUR 1,315. The gross contractual amount for trade receivables due is kEUR 1,315, of which none is expected to be uncollectible. The fair value of the acquired property, plant and equipment of kEUR 2,732 is provisional pending receipt of the final valuations for those assets. The fair value of the acquired identifiable intangible assets of kEUR 3,386 (including customer relationships and unpatented technology) is provisional pending receipt of the final valuations for those assets.

F-49 Had Craig Assembly been consolidated from 1 January 2010, the consolidated statement of comprehensive income would show revenue of kEUR 8,283 and profit of kEUR 1,025.

38. RELATED-PARTY TRANSACTIONS The shareholders of NORMA Group GmbH are investment funds related to the UK listed investment company 3i Group plc or managed by its subsidiary, 3i investments plc (3i Funds), institutional investors of former subgroups, current management and former members of management. The 3i funds have significant influence through each of their voting rights in the company. The following transactions were carried out with related parties:

(b) Purchases of goods and services 2010 2009 (all amounts in E thousands) Purchases of management services —3i Deutschland Gesellschaft fu¨r Industriebeteiligungen mbH (subsidiary of 3i Group plc) . . . 340 306 340 306

Management services are bought on normal commercial terms and conditions. There are no material balances at the year-end arising from these transactions. Except for the purchases of management services, there are no material sales of goods and services from non- consolidated companies, from the shareholders of NORMA Group, from key management or from other related parties in 2010 and 2009.

(c) Loan from 3i Funds In 2006 NORMA Group has received a loan from 3i Funds at the original amount of mEUR 34.7. In 2007 mEUR 30.0 have been contributed to capital reserve. The remainder of mEUR 4.7 is part of the group’s long-term borrowings. The loan is denominated in Euro and bears fixed interest of 10.0% per annum. The annual interest expenses of kEUR 466 are accrued until the loan falls due; the entire amount will be repayable in 2016 or in case of shareholder’s exit, if earlier. The outstanding balance as per 31 December 2009 and 2010 contains the remaining amount of the loan (mEUR 4.7) and the accrued interests since the issuance of the loan. There is no compound interest on any interest accrued.

(d) Reimbursement claim from 3i Funds NORMA Group will be reimbursed by 3i Funds for the costs which incur as a result of the execution of the Cash-Incentive-Programme. The reimbursement claim can only be recognised in case of an exit (refer to note 34 Operational performance incentive cash programme). (e) Key management compensation Key management includes senior management and executive directors. Further key management includes members of the advisory board and the supervisory board. Senior management: 1. Werner Deggim 2. Dr. Othmar Belker 3. Bernd Kleinhens 4. John Stephenson (executive/ Chief operations officer) 5. Stephan Ko¨nig (executive/ Director human resources)

F-50 Advisory Board: 1. Craig Stinson 2. Dr. Christoph Schug 3. Dr. Ulf von Haacke 4. Hajo Knoch 5. Nils Bergstro¨m Supervisory Board: 1. Dr. Peter Stehle 2. Dr. Ulf von Haacke 3. Thomas Kaltenschnee The compensation paid or payable to key management for employee services is shown below: 2010 2009 (all amounts in E thousands) Salaries and other short-term employee benefits...... 4,046 2,464 Termination benefits ...... 0 1,109 4,046 3,573

Salaries and other short-term employee benefits comprise salaries, bonuses, benefits resulting from the use of leased cars, compensation for management services received from certain members of the advisory board and remunerations of the supervisory board. Balances at the year-end arise from bonuses amounting to kEUR 2,254 at 31 December 2010 (31 December 2009: kEUR 370). Executive managers working within the NORMA Group were allowed to buy 10.7% of the shares of NORMA Group. In the course of the accession, the managers had to pay the fair value of the shares received. The intention of the programme is to incentivise the managers to work towards a possible IPO/ sale of NORMA Group or a group company of NORMA Group and thus to reward the management’s contribution to NORMA Group and therefore NORMA Group’s growth and to further-long-term success of the company. For that reason exit events were defined, leading to an IPO or a partial or entire sale of the NORMA Group. In the event of this anticipated exit, the eligible executive managers shall be participating in a possible increase in the value of the group. If the 3i Funds decide to accept an offer for the acquisition of at least 70% of the shares in NORMA Group, than all remaining Shareholders, which include the participating managers, are obliged to sell their shares pro rata to the aggregate shareholding contemplated to be sold by the 3i Funds. In the event of a sale and transfer of at least 50% of the shares in NORMA Group GmbH by 3i Funds and in the event that certain other criteria are met, participating managers are offered an equal opportunity to participate in such transaction or transactions on a pro rata basis. All proceeds from exit events are paid to participating managers by other shareholder or acquirers of the shares. If and to the extent that an employee ceases his employment before the occurrence of an exit event (so-called leaver event), the executive manager grants 3i Funds the right to purchase and acquire all of his shares (leaver shares) held at the signing or anytime thereafter in accordance with the provisions set out in the shareholders agreement. In some specified cases MABA (shareholder of NORMA Group GmbH) offers selected managers to purchase and acquire the leaver shares pursuant to the terms and conditions set forth in the shareholders agreement. The purchase price for the leaver shares will be determined, depending on the reason for leaving, as the higher or lower of the fair market value of the leaver shares or the equity investment of the leaver plus interest on these equity investments. In these cases NORMA Group has no obligation to settle the entitlements. In accordance with IFRS 2 (see also section 3.16) the award is treated as equity-settled. Since the executive managers had to pay the market fair value of the shares in course of the accession, the fair value of the equity-settled grant is zero and therefore no expenses have to be recognised at any time (neither in case of an exit nor in case of a leaver event). In addition, no undue advantages are granted to the managers in case of an exit or leaver event which are not also granted to other shareholders.

F-51 39. ADDITIONAL REQUIRED NOTES ACCORDING TO § 315A PAR. 1 OF THE GERMANY COMMERCIAL CODE (HGB) The compensation and remunerations of senior management, advisory board and supervisory board of NORMA Group GmbH for the period 2010 were as follows: 2010 (all amounts in E thousands) Total senior management ...... 2,422 Total advisory board ...... 312 Total supervisory board ...... 34 2,768

In 2010 fees for the auditor, PriceWaterhouseCoopers and its network companies, were expensed as follows: 2010 (all amounts in E thousands) Audit fees ...... 521 Audit-related fees ...... 0 Tax consulting fees ...... 0 Other fees ...... 2,322 2,843

The average headcount was split in the following categories: 2010 (all amounts in E thousands) Direct labour...... 1,497 Indirect labour ...... 558 Salaried ...... 798 2,853

The category ‘direct labour’ consists of employees that are directly engaged in the production process; employees that manufacture products. The numbers directly fluctuate according to the level of output. The category ‘indirect labour’ consists of personnel that don’t directly produce products, but support production. Salaried employees are employees in admin/sales/general function. Name, place of domicile and share in capital acc. to § 313 par. 2 No. 1 HGB of the consolidated group companies is presented in section 4. According to § 313 par. 2 No. 4 S. 3 HGB there is no requirement to present the equity and result of the year for Groen B.V.

40. EVENTS AFTER THE BALANCE SHEET DATE In 2010 NORMA Group has set up legal entities in order to develop its market position in growing regions. The group has started sales facilities in South Korea, Malaysia, Turkey, and production facilities in Russia and in Thailand. In 2011 NORMA Group will expand its business in these countries. In Serbia NORMA Group is currently setting up a major production plant, which will start manufacturing in the second quarter of 2011. On 5 January 2011 the group acquired 45.16% of the share capital of Fijaciones NORMA S.A. (Spain) for a cash consideration of mEUR 4.45, which was so far hold by non-controlling interests. After this transaction the group owns 100% of the shares. Non-controlling interests of Fijaciones NORMA S.A. amount mEUR 1.77 as of 31 December 2010. In 2011, this acquisition would be accounted for as an equity transaction. The carrying amounts of the group’s equity and non-controlling interests would be reduced by mEUR 1.77 to reflect the changes in the interests in the subsidiary. The remaining difference between the amount by which the non-controlling interests would be adjusted and the fair value of the consideration paid would be recognised directly in equity and attributed to the group. NORMA Group is currently preparing to go public at the Frankfurt (Germany) stock exchange in 2011. In this event, all bank borrowings (kEUR 353,441) and also some other liabilities (kEUR 7,470) have to be repaid

F-52 immediately according to the existing agreements. To face this risk NORMA Group is currently in negotiations with a banking consortium in order to arrange a complete refinancing of the group. The maturity of the new financing structure will be similar to the present structure. According to the present negotiations and based on the current economic situation and the future outlook of the company there are no material reasons to believe that NORMA would not achieve a similar maturity and interest rate structure.

Maintal, 7 March 2011

NORMA Group GmbH

Werner Deggim Dr. Othmar Belker Bernd Kleinhens

F-53 The following auditor’s report (Besta¨tigungsvermerk) has been issued in accordance with Section 322 German Commercial Code (Handelsgesetzbuch) on the consolidated financial statements and the group management report (Konzernlagebericht) of NORMA Group GmbH as of and for the fiscal year ended December 31, 2010. The group management report is neither included nor incorporated by reference in this Prospectus.

Auditor’s Report We have audited the consolidated financial statements prepared by the NORMA Group GmbH, Maintal, which comprise the statement of financial position, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and the notes to the consolidated financial statements, together with the group management report for the business year from January 1, 2010 to December 31, 2010. The preparation of the consolidated financial statements and the group management report in accordance with the IFRSs, as adopted by the EU, and the additional requirements of German commercial law pursuant to § (Article) 315a Abs. (paragraph) 1 HGB (“Handelsgesetzbuch”: German Commercial Code) is the responsibility of the parent Company’s Managing Directors. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit. We conducted our audit of the consolidated financial statements in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftspru¨fer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the Company’s Managing Directors, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion based on the findings of our audit the consolidated financial statements comply with the IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315a Abs. 1 HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development.

Frankfurt am Main, March 7, 2011

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft

Dr. Ulrich Sto¨rk ppa. Stefan Hartwig Wirtschaftspru¨fer Wirtschaftspru¨fer (German Public Auditor) (German Public Auditor)

F-54 NORMA Group GmbH Maintal, Germany

Consolidated Financial Statements in Accordance with IFRS (International Financial Reporting Standards) at December 31, 2009

F-55 Consolidated Statement of Comprehensive Income

Note 2009 2008 (all amounts in E thousands) Revenue ...... (7) 329,794 457,603 Changes in inventories of finished goods and work in progress ...... Ϫ3,386 Ϫ2,833 Raw materials and consumables used ...... (8) Ϫ143,975 Ϫ203,411 Gross margin ...... 182,433 251,359 Other operating income ...... (9) 8,560 4,671 Other operating expenses ...... (10) Ϫ53,520 Ϫ64,630 Employee benefits expense ...... (11) Ϫ111,292 Ϫ128,597 Depreciation and amortisation ...... (17, 18) Ϫ22,843 Ϫ22,008 Impairment of Intangibles ...... (17) Ϫ2,782 Ϫ21,132 Operating profit ...... 556 19,663 Financial income ...... (12) 3,796 7,182 Financial costs ...... (12) Ϫ25,104 Ϫ52,380 Financial costs — net ...... Ϫ21,308 Ϫ45,198 Loss before income tax ...... Ϫ20,752 Ϫ25,535 Income taxes ...... (14) 2,725 Ϫ3,884 LOSS FOR THE YEAR ...... Ϫ18,027 Ϫ29,419 Other comprehensive income for the year, after tax: Exchange differences on translating foreign operations ...... Ϫ1,279 7,194 Cash flow hedges, net of tax ...... (14, 25) Ϫ1,565 0 Actuarial gains/ losses on defined benefit plans, net of tax ...... (14, 25) Ϫ18 737 Other comprehensive income for the year, net of tax ...... Ϫ2,862 7,931 TOTAL COMPREHENSIVE INCOME FOR THE YEAR ...... Ϫ20,889 Ϫ21,488 Loss attributable to Shareholders’ of the parent ...... Ϫ18,182 Ϫ29,637 Non-controlling interests ...... 155 218 Ϫ18,027 Ϫ29,419 Total comprehensive income attributable to Shareholders’ of the parent ...... Ϫ21,044 Ϫ21,706 Non-controlling interests ...... 155 218 Ϫ20,889 Ϫ21,488

F-56 Consolidated Statement of Financial Position

Note 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Assets Non-current assets Goodwill ...... (17) 202,789 204,609 221,637 Other intangible assets ...... (17) 51,419 57,608 56,079 Property, plant and equipment ...... (18) 83,058 91,238 97,021 Other financial assets ...... (20) 397 397 397 Derivative financial assets ...... (21) 0 0 1,150 Income tax assets ...... (15) 2,761 3,103 3,433 Deferred income tax assets ...... (16) 6,086 3,192 2,432 346,510 360,147 382,149 Current assets Inventories ...... (23) 44,700 54,026 58,950 Other non-financial assets ...... (24) 5,310 5,162 10,179 Derivative financial assets ...... (21) 22 166 213 Income tax assets ...... (15) 477 1,717 1,496 Trade and other receivables...... (22) 45,501 49,227 65,968 Cash and cash equivalents...... (32) 27,185 29,268 21,218 123,195 139,566 158,024 Total assets ...... 469,705 499,713 540,173 Equity and liabilities Equity attributable to equity holders of the parent Subscribed capital ...... 76 76 74 Capital reserve ...... 81,650 81,650 79,931 Other reserves ...... (25) 3,779 6,623 Ϫ571 Retained earnings ...... (25) Ϫ49,461 Ϫ31,261 Ϫ2,361 Equity attributable to shareholders’ of the parent ...... 36,044 57,088 77,073 Non-controlling interests ...... 3,084 3,038 2,790 Total equity ...... 39,128 60,126 79,863 Liabilities Non-current liabilities Retirement benefit obligations...... (26) 8,058 7,939 9,110 Provisions ...... (27) 4,183 6,140 4,373 Borrowings ...... (28) 320,326 337,669 340,743 Other non-financial liabilities ...... (29) 335 204 156 Other financial liabilities...... (30) 863 1,190 1,765 Derivative financial liabilities ...... (21) 7,968 6,638 0 Liabilities for income tax ...... (15) 0 474 13 Deferred income tax liabilities ...... (16) 21,997 26,255 27,025 363,730 386,509 383,185 Current liabilities Provisions ...... (27) 3,894 3,648 7,593 Borrowings ...... (28) 14,828 10,616 8,747 Other non-financial liabilities ...... (29) 16,499 15,670 19,887 Other financial liabilities...... (30) 339 600 1,423 Derivative financial liabilities ...... (21) 22 1,384 104 Liabilities for income tax ...... (15) 1,312 2,582 4,478 Trade payables ...... (31) 29,953 18,578 34,893 66,847 53,078 77,125 Total liabilities ...... 430,577 439,587 460,310 Total equity and liabilities ...... 469,705 499,713 540,173

F-57 Consolidated Statement of Changes in Equity

Attributable to equity holders of the parent Non- Subscribed Capital Other Retained controlling Total Note Capital reserve reserves earnings Total interests equity (all amounts in E thousands) Balance at 1 January 2008 ...... (25) 74 79,931 Ϫ571 Ϫ2,361 77,073 2,790 79,863 Changes in equity for 2008 Total comprehensive income 2008 Loss for the year ...... Ϫ29,637 Ϫ29,637 218 Ϫ29,419 Other comprehensive income (25) Exchange differences on translating foreign operations ...... 7,194 7,194 0 7,194 Cash flow hedges, net of tax ...... 0 0 0 0 Actuarial gains/losses on defined benefit plans, net of tax ...... 737 737 0 737 Other comprehensive income ...... 0 0 7,194 737 7,931 0 7,931 Total comprehensive income 2008 ...... 0 0 7,194 Ϫ28,900 Ϫ21,706 218 Ϫ21,488 Transactions with owners 2008 Proceeds from capital increase ...... 2 1,719 1,721 1,892 Dividends ...... 0 Ϫ141 30 Non-controlling interests resulting from consolidation of Norma India ...... 171 0 Total transactions with owners for the year ...... 2 1,719 0 0 1,721 30 1,751 Balance at 1 January 2009 ...... (25) 76 81,650 6,623 Ϫ31,261 57,088 3,038 60,126 Changes in equity for 2009 ...... Total comprehensive income 2009 ...... Loss for the year ...... Ϫ18,182 Ϫ18,182 155 Ϫ18,027 Other comprehensive income (25) Exchange differences on translating foreign operations ...... Ϫ1,279 Ϫ1,279 0 Ϫ1,279 Cash flow hedges, net of tax ...... Ϫ1,565 Ϫ1,565 0 Ϫ1,565 Actuarial gains/losses on defined benefit plans, net of tax ...... Ϫ18 Ϫ18 0 Ϫ18 Other comprehensive income ...... 0 0 Ϫ2,844 Ϫ18 Ϫ2,862 0 Ϫ2,862 Total comprehensive income 2009 ...... 00Ϫ2,844 Ϫ18,200 Ϫ21,044 155 Ϫ20,889 Transactions with owners 2009 Dividends ...... 0 Ϫ109 Ϫ109 Total transactions with owners for the year ...... 00000Ϫ109 Ϫ109 Balance at 31 December 2009 ...... 76 81,650 3,779 Ϫ49,461 36,044 3,084 39,128

F-58 Consolidated Statement of Cash Flows

Note 2009 2008 (all amounts in E thousands) Operating activities Loss for the year ...... Ϫ18,027 Ϫ29,419 Depreciation and amortization ...... (17, 18) 22,843 22,008 Goodwill/Intangibles impairment charge...... (17) 2,782 21,132 Gain (Ϫ)/Loss on disposal of property, plant, and equipment ...... Ϫ1,519 Ϫ188 Change in provisions ...... (27) Ϫ1,592 Ϫ3,349 Change in deferred taxes ...... (16) Ϫ7,188 Ϫ1,530 Change in inventories and trade accounts reveivables ...... (22, 23) 14,544 26,706 Change in trade and other payables ...... (31) 11,900 Ϫ22,910 Interests paid...... 20,140 38,253 Other non-cash expenses/income ...... Ϫ1,891 13,408 Net cash provided by operating activities ...... 41,992 64,111 thereof interests received ...... 374 698 thereof income taxes ...... Ϫ3,880 Ϫ7,926 Investing activities Purchases of property, plant and equipment (PPE) ...... Ϫ12,043 Ϫ15,004 Proceeds from sale of PPE...... 4,372 1,241 Purchases of intangible assets ...... Ϫ3,157 Ϫ2,671 Net cash used in investing activities ...... Ϫ10,828 Ϫ16,434 Financing activities Dividends paid to minority interests ...... Ϫ109 Ϫ141 Proceeds from minorities ...... 0 171 Proceeds from capital increase ...... 0 1,721 Interest paid ...... Ϫ20,140 Ϫ38,253 Changes in borrowings ...... (28) Ϫ12,988 Ϫ3,449 Net cash used in/provided by financing activities ...... Ϫ33,237 Ϫ39,951 Net decrease/increase in cash, cash equivalents and bank overdrafts .... Ϫ2,073 7,726 Cash, cash equivalents and bank overdrafts at beginning of year ...... 29,268 21,218 Exchange gains/losses on cash and bank overdrafts ...... Ϫ10 324 Cash, cash equivalents and bank overdrafts at end of year ...... 27,185 29,268

F-59 Notes on the Consolidated Financial Statements

1. GENERAL INFORMATION

NORMA Group GmbH (formerly DNL 1. Beteiligungsgesellschaft mbH) is the parent company of NORMA Group, a strategic and operating Group management company. The headquarter is located in 63477 Maintal, Edisonstr. 4 in the vicinity of Frankfurt/German and is registered in the commercial register of Hanau under the number HRB 91849. NORMA Group GmbH and its affiliated Group subsidiaries operate in the market as “NORMA Group”.

The shareholders of NORMA Group GmbH are investment funds related to the UK listed investment company 3i Group plc or managed by its subsidiary, 3i Investments plc (3i Funds), institutional investors of former subgroups, current management and former members of management.

NORMA Group GmbH, in the following referred to as “NORMA Group” was established in 2006 as a result of the merger between NORMA Rasmussen GmbH and the ABA Group. NORMA Rasmussen was founded in 1949 as Rasmussen GmbH (Germany). It manufactured connecting and retaining elements as well as fluid conveying conduits like monolayer and multilayer tubes and corrugated tubes. All products are marketed globally under the NORMA brand. ABA Group (Sweden) was founded in 1896. The ABA Group of companies had since developed to become a leading multi-national company specialising in the design and production of hose and pipe clamps, as well as connectors for many world-wide applications.

In 2007, NORMA Group acquired Breeze Industrial Products Corporation (USA) to strengthen the foothold in the Americas. Breeze Industrial Products Corporation was established in 1948 and invented and patented the first worm-drive hose clamp for the US market. Over the last 60 years, Breeze had expanded its product offering to include a wide range of worm-drive, T-bolt and V-clamps for the commercial & passenger vehicle, heavy-duty vehicle, aircraft and industrial markets.

In the past decades NORMA Group has therefore, driven by its successful acquisitions and by consistent technological innovation of products and operations, developed into a group of companies of global importance. Today the NORMA Group organisation structure extends its value proposition to Distribution Service (DS) customers and to industrial original equipment manufacturers (OEM).

To DS customers NORMA Group offers a wide range of standard fastening and fixing products. Furthermore NORMA Group offers a broad technological and innovative product portfolio which includes brands like NORMA·,ABA·, Breeze·, Serflex·, Serratub·, Terry·, and Torca·.

To OEM customers NORMA Group extends its standard product portfolio to tailor-made solutions and special designed joining systems. To effectively fulfil special requirements NORMA Group builds upon deep industry knowledge, a successful track record of innovation and on long standing relationships with all its key customers. As a result, many joining systems and fluid conveying conduits have been developed in close cooperation of global OEM s and NORMA Group.

Permanent technological and customer oriented innovation has equipped NORMA Group products with a superior position in many markets and it’s user friendly connecting and retaining elements have set a global standard in quality. Today NORMA Group operates across 80 countries, encompassing 13 manufacturing facilities. NORMA Group offers to its customers in excess of 35,000 products.

2. BASIS OF PREPARATION

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The consolidated financial statements of NORMA Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU for the year ended 31 December 2009.

The consolidated financial statements of NORMA Group are prepared under IFRS voluntarily. NORMA Group is obliged to publish consolidated financial statements according to German GAAP.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in section 3.

F-60 Standards that have been early adopted The International Financial Reporting Standards had not provided any explicit guidance regarding the accounting of cash-settled share-based payment transactions, where the cash payment is made by the parent company of the group. The IASB closed these gaps by the pronouncement of IFRS 2 (amendments), ‘Group cash- settled and share-based payment transactions’ (issued in June 2009, to be applied for annual periods beginning on or after 1 January 2010, earlier application permitted). In addition to incorporating IFRIC 8, ‘Scope of IFRS 2’, and IFRIC 11, ‘IFRS 2 — Group and treasury share transactions’, the amendments expand on the guidance in IFRIC 11 to address the classification of group arrangements that were not covered by that interpretation. These amendments have already been endorsed by the EU. NORMA Group has early adopted IFRS 2 (amendments), ‘Group cash- settled and share-based payment transactions’ (effects see detailed in section 3.17 and note 33).

Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the group The following standards and amendments to existing standards have been published and are mandatory for the group’s accounting periods beginning on or after 1 January 2010 or later periods, but the company has not early adopted them:

1) Standards, amendments and interpretations to existing standards that have already been endorsed by the EU (below each respective EU effective date) • IFRS 1 (revised 2008 — effective for financial years starting on or after 1 January 2010). The revised standard has not introduced any changes to the previous content. However, the structure of the revised IFRS 1 has been improved in order to achieve a better comprehensibility for users and to facilitate the incorporation of further amendments in the future. Hence, this revised standard will not have an impact on the group financial statements. • IFRS 1 (amendments — effective on or after 1 January 2010). The amendments introduce further exemptions for first-time adopters from the essential retrospective application of standards and interpretations in the year of transition to IFRS. The exemptions concern entities with oil and gas activities as well as the reassessment of lease determination. The amendments will not have an impact on the group financial statements. • IFRS 1 (amendments), ‘Limited exemption from comparative IFRS 7 disclosures for first-time adopters’ (effective after 30 June 2010). The amended IFRS 1 introduces an option for first-time adopters to provide comparative disclosures concerning fair value measurements and liquidity risk for comparative periods ending before 31 December 2009. The amendments will not have an impact on the group financial statements. • IFRS 3 (revised), ‘Business combinations’ (effective on or after 1 July 2009). The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The group will apply IFRS 3 (revised) prospectively to all business combinations from 1 January 2010. Depending on the nature and scope of future business combinations and disposals, the changes will have an impact on the net assets, financial position and results of operations of NORMA Group. • IAS 24 (revised 2009 — effective on and after 1 January 2011). The changes of IAS 24 concern the definitions of a related party and related party transactions. In addition, some relief for government-related entities was introduced, so that such entities need to provide less information on related party transactions. The group is currently reviewing the precise impact on its consolidated financial statements. • IAS 27 (revised), ‘Consolidated and separate financial statements’ (effective on or after 1 July 2009). The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in profit or loss. The group will apply IAS 27 (revised) prospectively to transactions with non-controlling interests from 1 January 2010. Depending on the nature and scope of future business combinations and disposals, the changes will have an impact on the net assets, financial position and results of operations of NORMA Group.

F-61 • IAS 32 (amendments), ‘Classification of rights issues’ (effective for financial years starting after 31 January 2010). The amendments clarify how to account for certain rights when the issued instruments are denominated in a currency other than the functional currency of the issuer. Such rights were previously classified as liabilities. According to the amended IAS 32, if such instruments are issued pro rata to the issuer’s existing shareholders for a fixed amount of cash, they should be classified as equity even if their exercise price is denominated in a currency other than the issuer’s functional currency. The group is currently reviewing the precise impact on its consolidated financial statements. • IAS 39, ‘Eligible hedged items amendment to IAS 39 Financial Instruments: Recognition and measurement’ (effective on or after 1 July 2009). The amendments stipulate that only the intrinsic value of a purchased option hedging instrument reflects the one-sided risk in a hedge item. Furthermore, inflation is considered as not separately identifiable and reliably measurable and consequently cannot be designated as a risk or a portion of a financial instrument. An exception exists in the case of contractually specified inflation portions of the cash flows of recognised inflation-linked bonds. NORMA Group will apply the amendment from 1 January 2010. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRIC 12, ‘Service concession Arrangements’ (effective on or after 30 March 2009). The interpretation provides guidance on the accounting by operators for public-to-private service concession arrangements. As the consolidated entities are no operators in the sense of IFRIC 12, this interpretation is not expected to have an impact on the group financial statements. • IFRIC 14 (amendments), ‘Prepayments of a minimum funding requirement’ (effective on or after 1 January 2011). The amendments concern defined benefit plans subject to a minimum funding requirement and require that entities making an early payment of contributions account for this prepayment as an asset rather than an expense. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRIC 15, ‘Agreements for the construction of real estate’ is to be applied by entities undertaking the construction of real estate for annual periods beginning on or after 1 January 2010. NORMA Group is not undertaking the construction of real estate. Hence IFRIC 15 is not expected to have an impact on the group financial statements. • IFRIC 16, ‘Hedges of a net investment in a foreign operation’ shall be applied to financial years starting after 30 June 2009. The interpretation provides guidance for entities that hedge foreign currency risk arising from net investments in foreign operations and wish to qualify for hedge accounting in accordance with IAS 39. NORMA Group will apply IFRIC 16 from 1 January 2010. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRIC 17, ‘Distribution of non-cash assets to owners’ (effective on or after 1 November 2009). The interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders as dividends. IFRS 5 has been amended accordingly and now also applies to non- current assets classified as held for distribution to owners. As far as can be seen at present, this interpretation is not expected to have an impact on the group financial statements. • IFRIC 18, ‘Transfers of assets from customers’ (effective after 31 October 2009). The interpretation applies to the accounting for transfers of items of property, plant and equipment from customers. Entities that receive such transfers from their customers use the item of property, plant and equipment to connect those customers to a network and provide them with an ongoing access to services or the supply of commodities. As far as can be seen at present, this interpretation is not expected to have an impact on the group financial statements. • IFRIC 19, ‘Extinguishing financial liabilities with equity instruments’ (effective for annual periods beginning on or after 1 July 2010). IFRIC 19 is applicable in the case of debt for equity swaps, i.e. when an entity issues equity instruments to a creditor which are part of the consideration paid to extinguish an existing financial liability. The equity instruments are initially measured at fair value. If the latter cannot be reliably measured, the fair value of the extinguished financial liability is used instead. Any difference between the fair value of the equity instruments and the carrying amount of the financial liability extinguished is recognised in profit or loss. As far as can be seen at present, this interpretation is not expected to have an impact on the group financial statements. • Improvements to IFRSs (April 2009 — effective for financial years starting after 31 December 2009 (partly earlier)). The improvements published in April 2009 are part of the annual improvement process of the IASB, which aims at streamlining and clarifying the international accounting standards. The amendments

F-62 are largely clarifications of existing requirements and guidance and changes to eliminate unintended consequences of other recent modifications to IFRS standards and interpretations. They are not expected to have a material impact on the financial statements of NORMA Group.

2) Standards, amendments and interpretations to existing standards that have not yet been endorsed by the EU • Improvements to IFRSs (May 2010 — effective dates ranging from 1 July 2009 to 1 January 2011). The improvements published in May 2010 are part of the annual improvement process of the IASB, which aims at streamlining and clarifying the international accounting standards. The amendments are largely clarifications of existing requirements and guidance and changes to eliminate unintended consequences of other recent modifications to IFRS standards and interpretations. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRS 7 (amendments), ‘Financial Instruments: Disclosures’ was published in October 2010. These amendments will allow users of financial statements to improve their understanding of transfer transactions of financial assets. Entities shall apply the amendments for annual periods beginning on or after 1 July 2011. In the first year of application, comparative information are not required. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRS 9, ‘Financial instruments’ (effective from 1 January 2013) was published in November 2009 and covers the classification and measurement of financial assets. The multiple classification and measurement models in IAS 39 are replaced by a single model with only two classification categories. Thus, upon initial recognition financial assets are classified either as measured at amortised cost or at fair value. Further changes introduced by IFRS 9 concern the accounting of embedded derivatives and the measurement of equity instruments not held for trading. The group is currently reviewing the precise impact on its consolidated financial statements. • IFRS 9, ‘Financial instruments’ (amendments to financial liabilities) was published in October 2010 and follows the IASB’s November 2009 issue of IFRS 9, which prescribed the classification and measurement of financial assets. The amended standard includes guidance on financial liabilities and derecognition of financial instruments. The accounting and presentation for financial liabilities and for derecognising financial instruments has been relocated from IAS 39, ‘Financial instruments: Recognition and measurement’, without change, except for financial liabilities that are designated at fair value through profit or loss. The updated standard is applicable for accounting periods beginning on or after 1 January 2013. The group is currently reviewing the precise impact on its consolidated financial statements. The group is currently reviewing the precise impact on its consolidated financial statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (1) Consolidation (a) Subsidiaries Subsidiaries are all entities (including special purpose entities) over which NORMA Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

F-63 (b) Associates and shares Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost.

(2) Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in ‘EURO’ (A), which is the company’s functional and the group’s presentation currency.

(b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within ‘financial income/ cost’. All other foreign exchange gains and losses are presented in profit or loss within ‘other operating income/ expense’.

(c) Group companies The results and financial position of all the group entities (none of which has the currency of a hyper- inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (a) assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position; (b) income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (c) all resulting exchange differences are recognised as a separate component of equity. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. The exchange rates of the main currencies affecting foreign currency translation are as follows: Spot rate Average rate 31 Dec 2009 31 Dec 2008 1 Jan 2008 2009 2008 Australian Dollar per A ...... 1.7733 1.7410 1.6341 1.6005 2.0257 Chinese renminbi yuan per A ...... 9.5318 10.2217 10.2889 9.7600 9.6904 Czech koruna per A ...... 26.4038 24.9009 27.7214 26.4050 26.5850 Pound sterling per A ...... 0.8916 0.7960 0.6842 0.8890 0.9600 Indian rupee per A ...... 67.4775 64.5647 — 66.5200 68.7490 Japanese yen per A ...... 130.2227 162.5100 — 133.0700 126.4000 Polish złoty per A ...... 4.3332 3.5182 3.7901 4.1168 4.1823 Swedish Crown per A ...... 10.6212 9.6113 9.2502 10.2600 10.9150 US-Dollar per A ...... 1.3949 1.4709 1.3701 1.4400 1.3977

(3) Property, plant and equipment All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

F-64 Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ’other operating income/ expense’ in profit or loss. The useful lives for property, plant and equipment are as follows: • Buildings: 15-33 years • Machinery and technical equipment: 8-18 years • Tools: 3-8 years • Other equipment: 3-20 years

(4) Intangible assets (a) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in ‘intangible assets’. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

(5) Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash- generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

F-65 (6) Non-current assets (or disposal groups) held for sale Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use.

(7) Financial assets Classification The group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The group’s loans and receivables comprise ‘trade and other receivables’ and cash and cash equivalents in the statement of financial position.

F-66 • The group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; • It becomes probable that the borrower will enter bankruptcy or other financial reorganisation; • Observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including: (i) Adverse changes in the payment status of borrowers in the portfolio; and (ii) National or local economic conditions that correlate with defaults on the assets in the portfolio. The group first assesses whether objective evidence of impairment exists. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced and the amount of the loss is recognised in profit or loss. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss. Impairment testing of trade receivables is described in section 3.5.

(b) Assets classified as available for sale The group carries its available for sale financial assets at cost. To assess whether there is objective evidence that an available for sale financial asset or a group of financial assets is impaired, refer to the criteria and methods mentioned in (a) above. In addition to these criteria and methods, objective evidence of impairment for an investment in an equity instrument includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered. The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. Such impairment losses are not reversed.

(8) Offsetting financial instruments Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

(9) Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Gains and losses from trading derivatives are recognised in profit or loss. The group applies hedge accounting for the first time in the financial year 2009. Derivatives included in hedge accounting are generally designated as either: (a) Hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); (b) Hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge); or (c) Hedges of a net investment in a foreign operation (net investment hedge). At NORMA Group only cash flow hedges occur. At the inception of the transaction the relationship between hedging instrument and hedged item is documented, as well as the risk management objectives and strategy for undertaking the hedging transaction. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the

F-67 derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the statement of comprehensive income within ‘financial income/ costs’. Amounts accumulated in other comprehensive income are reclassified to profit or loss in the periods when the hedged item affects profit or loss. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as non-current assets or liabilities in accordance with IAS 1.68 and 1.71 if they are due after more than one year; otherwise they are classified as current. The fair values of derivative financial instruments used for hedging purposes and of those held for trading are disclosed in note 21. Movements on the hedging reserve in equity are shown in note 25.

(10) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted- average-method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

(11) Trade receivables Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

(12) Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.

(13) Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

(14) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the

F-68 fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(15) Current and deferred income tax The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on tax losses carried forward. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

(16) Employee benefits (a) Pension obligations Group companies operate different pension schemes. NORMA Group has both defined benefit and defined contribution plans. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan. The major defined benefit plan is the German benefit plan which defines the amount of pension benefit that an employee will receive on retirement to depend on years of service and compensation. The liability recognised in the consolidated statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, if any, together with adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to retained earnings in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period.

F-69 For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(b) Termination benefits

Termination benefits are payable when employment is terminated by the group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without a realistic possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to their present value.

Share-based payment plans issued in the NORMA Group Holding are accounted for in accordance with IFRS 2 ‘Share-based payment’ (See also section 3.17). Within the scope of IFRS 2 are all share-based payment transactions, unless the transaction is clearly for a purpose other than payment for goods or services supplied to the entity receiving them. The objective of IFRS 2 is that an entity should recognise all goods or services it obtains, regardless of the form of consideration. Where goods or services are obtained for cash or other financial assets, the accounting is generally straightforward. IFRS 2 starts from the premise that goods or services obtained in a share-based payment transaction should be recognised and measured in a similar way.

In accordance with IFRS 2 NORMA Group distinguishes between equity-settled and cash-settled programmes. The financial interest from equity-settled programmes granted at grant date is generally allocated over the expected vesting period against equity until the exit event occurs. Expenses from cash-settled programmes are generally also allocated over the expected vesting period until the exit event occurs, but against accruals.

(17) Share-based payment

Share-based payment plans issued in the NORMA Group Holding are accounted for in accordance with IFRS 2 “Share-based payment” (see also note 33). Within the scope of IFRS 2 are all share-based payment transactions, unless the transaction is clearly for a purpose other than payment for goods or services supplied to the entity receiving them. The objective of IFRS 2 is that an entity should recognise all goods or services it obtains, regardless of the form of consideration. Where goods or services are obtained for cash or other financial assets, the accounting is generally straightforward. IFRS 2 starts from the premise that goods or services obtained in a share-based payment transaction should be recognised and measured in a similar way.

(18) Provisions

Provisions for environmental restoration, restructuring costs and legal claims are recognised when: the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

F-70 (19) Revenue recognition

(20) Leases

The group leases certain property, plant and equipment. Leases of property, plant and equipment where the group has substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

4. SCOPE OF CONSOLIDATION

In addition to NORMA Group GmbH, the consolidated financial statements contain all German and foreign companies which NORMA Group GmbH controls directly or indirectly. Investments in associates which are of secondary importance from a group perspective are accounted for in accordance with IAS 39. In 2009 Groen B.V. was accounted for in accordance with IAS 39.

The consolidated financial statements of 2009 include, in addition to NORMA Group GmbH, 6 German (31 December 2008: 6, 1 January 2008: 6) and 24 foreign companies (31 December 2008: 25, 1 January 2008: 27) companies.

The composition of the group changed as follows:

2009 2008 As at 1 January ...... 32 33 Additions ...... 03 of which newly founded...... 0 3 of which acquired ...... 0 0 Disposals ...... 14 of which no longer consolidated ...... 1 0 of which mergers ...... 0 4 As at 31 December...... 31 32

In 2008 NORMA Group México S. de R.L. de C.V., NORMA Japan, and NORMA Group Products India Pvt. Ltd. were founded, the Swedish companies ABA Holding AB and ABA Invest AB were merged with DNL Sweden, and ABA US Inc. and NORMA US Inc. were merged with Torca Products Inc.

In 2009 ABA UK Ltd. has left the consolidation circle.

F-71 For a detailed overview regarding the shareholdings of Norma Group, readers are referred to the following chart:

List of group and financial holding companies of NORMA Group as of 31 December 2009 held Share Share No. Company Registered Address by in % in % Segment in Parent in Company 01 Consolidated associated companies 01 NORMA Group GmbH Maintal, Germany n/a *) 02 NORMA Group Holding Maintal, Germany 01 100.00 100.00 n/a *) GmbH 03 Guangzhou ABA Company Guangzhou, China 27 100.00 100.00 Asia-Pacific Ltd. 04 NORMA Pennsylvania Inc. Saltsburg, USA 06 100.00 100.00 Americas (former Breeze I.P.C.) 05 NORMA US Holding LLC Saltsburg, USA 04 100.00 100.00 Americas (former BIPC LLC) 06 Norma Beteiligungs GmbH Maintal, Germany 02 100.00 100.00 n/a *) 07 DNL France S.A.S Briey, France 06 100.00 100.00 EMEA 08 DNL GmbH & Co KG Maintal, Germany 02 100.00 100.00 EMEA 09 DNL UK Ltd. Newbury, Great Britain 06 100.00 100.00 EMEA 10 DNL Sweden AB Stockholm, Sweden 06 100.00 100.00 EMEA 11 Fijaciones Norma S.A. Barcelona, Spain 06 54.84 54.84 EMEA 12 Jiangyin Automotive Jiangyin, China 19 100.00 100.00 Asia-Pacific Products Co. Ltd. 13 NORMA China Ltd. Qingdao, China 02 100.00 100.00 Asia-Pacific 14 NORMA Connect (former Frittlingen, Germany 19 100.00 100.00 EMEA Breeze Torca GmbH) 15 NORMA Czech, s.r.o. Hustopece, CZ 10 100.00 100.00 EMEA 16 NORMA Distribution Center Marsberg, Germany 02 94.80 100.00 EMEA GmbH 17 NORMA Distribution France La Queue En Brie, France 07 100.00 100.00 EMEA SAS 18 NORMA France SAS Briey, France 07 100.00 100.00 EMEA 19 NORMA Germany GmbH Maintal, Germany 02 94.90 100.00 EMEA 20 NORMA Group Products Pune, India 06 80.00 80.00 Asia-Pacific India Pvt. Ltd. 21 NORMA Italia SpA Gavardo, Italy 06 100.00 100.00 EMEA 22 NORMA Netherlands B.V. Ter Apel, Netherlands 10 100.00 100.00 EMEA 23 NORMA Group México S. Monterrey, Mexico 30 100.00 100.00 Americas de R.L. de C.V. 24 NORMA Pacific Asia Pte. Singapore, Singapore 25 100.00 100.00 Asia-Pacific Ltd. 25 NORMA Pacific Pty. Ltd. Melbourne, Australia 06 100.00 100.00 Asia-Pacific 26 NORMA Polska Sp. z o.o. Slawniów, Poland 06 100.00 100.00 EMEA 27 NORMA Sweden AB Anderstorp, Sweden 10 100.00 100.00 EMEA 28 NORMA UK Ltd. Newbury, England 09 100.00 100.00 EMEA 29 SCI Seran La Queue En Brie, France 10 100.00 100.00 EMEA 30 NORMA Michigan Inc. Auburn Hills, USA 04 100.00 100.00 Americas (former Torca Products Inc.) 31 NORMA Belgium SA Mouscron, Belgium 10 99.80 100.00 EMEA 32 NORMA Japan Osaka, Japan 06 60.00 60.00 Asia-Pacific Participations 33 Groen B.V. Ter Apel, Netherlands 22 30.00 30.00

*) Holdings are shown in the reconciliation in segment reporting

F-72 5. FINANCIAL RISK MANAGEMENT (1) Financial risk factors The group’s activities expose it to a variety of financial risks, comprising market risk, credit risk and liquidity risk. The group’s financial risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group’s financial performance. The group uses derivative financial instruments to hedge certain risk exposures. Financial risk management is carried out by a central treasury department (group treasury). The responsibilities and controls necessary associated with risk management are determined by group management. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the group’s operating units.

(a) Market risk (i) Foreign exchange risk Norma Group operates internationally in more than 20 different countries and is exposed to foreign exchange risk arising from various currency exposures — primarily with respect to the US-Dollar, the Great Britain Pound Sterling and the Swedish Crown. Foreign exchange risk arises from future commercial transactions (net short position of mUSD 1.5, net short position of mGBP 4.1, and net short position of mSEK 5.9) at 31 December 2009. Below, the effects of changes in foreign exchange rates are analysed for financial assets and liabilities denominated in foreign currencies. If the US-Dollar had weakened/ strengthened by 10% against Euro, Norma Group would show a post-tax profit for the year 2009 of kEUR 94 higher/ kEUR 115 lower. If the Great Britain Pound Sterling had weakened/ strengthened by 10% against Euro, Norma Group would show a post-tax profit for the year 2009 of kEUR 513 lower/ kEUR 419 higher. If the Swedish Crown had weakened/ strengthened by 10% against Euro, Norma Group would show a post-tax profit for the year 2009 of kEUR 63 lower/ kEUR 52 higher. The group treasury’s risk management policy is to hedge between 50% and 85% of anticipated operational cash flows in US-Dollar. Norma Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translations risk. This translation risk is primarily managed through borrowings in the relevant foreign currency.

(ii) Interest rate risk Norma Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable interest rates expose the group to cash flow interest rate risk which is partially offset by hedges (interest rate swaps). The group’s policy is to maintain approximately 70% of its borrowing in fixed rate instruments. Below, the effects of changes in interest rates are analysed for bank borrowings, which bear variable interest rates, and for interest rate swaps included in hedge accounting from 2009 on. Borrowings that bear fixed interest rates are excluded from this analysis. At 31 December 2009, if interest rates on Euro-denominated borrowings had been 100 basis points higher/ lower with all other variables held constant, post-tax profit for the year would have been kEUR 476 lower/ higher and other comprehensive income would have been kEUR 30 higher/ kEUR 15 lower. At 31 December 2009, if interest rates on US Dollar-denominated borrowings at that date had been 100 basis points higher/ lower with all other variables held constant, post-tax profit for the year would have been kEUR 368 lower/ higher and other comprehensive income would have been kEUR 55 higher/ kEUR 19 lower.

(iii) Other price risks As Norma Group is not exposed to any other price risks, like stock exchange prices or commodity prices, an increase or decrease of the relevant market prices within reasonable margins would not have an impact on the group’s profit or equity. Hence, the group’s exposure to other price risks is regarded as not material. Comparative disclosure for 2008 regarding market risk required by IFRS 7 is not presented as it cannot be levied retrospectively.

F-73 (b) Credit risk The credit risk incurred by the group is the risk that counterparties fail to meet their obligations arising from operating activities and from financial transactions. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Credit risk is monitored on group basis. To minimise credit risk from operating activities and financial transactions, each counterparty is assigned a credit limit, the use of which is regularly monitored. Default risks are continuously monitored in the operating business. The aggregate carrying amounts of financial assets represent the maximum default risk. For an overview of past-due receivables, refer to note 22 Trade and other receivables. Given the group’s heterogeneous customer structure, there is no risk concentration.

(c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, group treasury maintains flexibility in funding by maintaining availability under committed credit lines. An undrawn borrowing facility at the amount of mEUR 10 is available at 31 December 2009 and 2008 respectively for future operating activities and to settle capital commitments. Liquidity reserve is monitored on an ongoing basis with regard to the group’s business performance, planned investment and redemption of capital. The tables below analyse the group’s primary financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2009 Borrowings ...... 26,387 27,494 78,756 309,773 Trade payables ...... 29,952 0 0 0 Finance lease liabilities ...... 329 398 477 36 Other financial liabilities ...... 511 0 0 0 57,179 27,892 79,233 309,809

less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2008 Borrowings ...... 26,889 30,583 98,502 341,259 Trade payables ...... 18,578 0 0 0 Finance lease liabilities ...... 687 480 681 166 Other financial liabilities ...... 0 0 0 0 46,154 31,063 99,183 341,425

less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 1 January 2008 Borrowings ...... 9,738 26,354 96,155 367,661 Trade payables ...... 34,893 0 0 0 Finance lease liabilities ...... 1,183 869 669 291 Other financial liabilities ...... 329 0 0 0 46,143 27,223 96,824 367,952

F-74 The maturity structure of the derivative financial instruments based on cash flows is as follows: less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2009 Derivative receivables — gross settlement Cash outflows ...... Ϫ728 0 0 0 Cash inflows ...... 750 0 0 0 Derivative receivables — net settlement Cash inflows ...... 0 0 0 0 Derivative liabilities — gross settlement Cash outflows ...... Ϫ1,630 0 0 0 Cash inflows ...... 1,608 0 0 0 Derivative liabilities — net settlement Cash outflows ...... Ϫ3,984 Ϫ3,984 0 0 Ϫ3,984 Ϫ3,984 0 0

less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 31 December 2008 Derivative receivables — gross settlement Cash outflows ...... Ϫ4,635 0 0 0 Cash inflows ...... 4,800 0 0 0 Derivative receivables — net settlement Cash inflows ...... 0 0 0 0 Derivative liabilities — gross settlement Cash outflows ...... Ϫ4,315 0 0 0 Cash inflows ...... 3,585 0 0 0 Derivative liabilities — net settlement Cash outflows ...... Ϫ4,118 Ϫ3,175 0 0 Ϫ4,683 Ϫ3,175 0 0

less than 1 between 1 between 2 year and 2 years and 5 years over 5 years (all amounts in E thousands) At 1 January 2008 Derivative receivables — gross settlement Cash outflows ...... Ϫ4,534 0 0 0 Cash inflows ...... 4,746 0 0 0 Derivative receivables — net settlement Cash inflows ...... 766 383 0 0 Derivative liabilities — gross settlement Cash outflows ...... Ϫ1,204 0 0 0 Cash inflows ...... 1,100 0 0 0 Derivative liabilities — net settlement Cash outflows ...... 0 0 0 0 874 383 0 0

(2) Capital risk management The group’s objectives when managing capital are to ensure that it will continue to be able to repay its debt and remain financially sound.

F-75 The group is subject to certain financial covenants such as total interest cover, total net debt cover, cash flow cover and capital expenditure, which are monitored on an ongoing basis. These financial covenants are based on the group’s German GAAP consolidated financial statements. With regard to capital risk management, the group manages its net debt on the basis of German GAAP accounts. According to the covenants agreement total net debt cover, which is defined as Total net debt / Consolidated EBITDA, should not exceed the value of 5.1. As per 31 December 2009 total net debt cover ratio is 5.0 (31 December 2008: 3.87). There have been no covenant breaches in 2008 and 2009. In case of a covenant breach the Senior Facility Agreement (SFA) includes several ways to heal a potential breach by rules of exemption or shareholder actions. If a covenant breach occurs and is not healed the syndicated loans may, but must not be withdrawn. In case of a light breach of covenants and/ or an estimated positive future economic development of the company the covenant levels and the SFA conditions might be reset.

(3) Fair value estimation Effective 1 January 2009, the group adopted the amendment to IFRS 7 for financial instruments that are measured in the statement of financial position at fair value. This requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: a) Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities b) Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) c) Level 3: inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. The different hierarchy levels demand for different amounts of disclosure. As per 31 December 2009 and 2008, the group’s financial instruments carried in the statement of financial position at fair value (i.e. trading derivatives and derivatives used for hedging) are categorised in their entirety within level 2 of the fair value hierarchy. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. For more information refer to section 3.7.

(a) Estimated impairment of goodwill NORMA Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in section 3.5. The recoverable amounts of cash-generating units have been determined based on fair-value-less-costs-to-sell calculations. These calculations are based on discounted cash flow models, which require the use of estimates (note 17). No impairment charge for goodwill was necessary at the date of transition to IFRS (1 January 2008) and during the course of 2009. In consequence of the financial and economic crisis an impairment charge of mEUR 21.1 arose in the geographical area CGU Americas at the balance sheet date of 2008, resulting in the carrying amount of the geographical area CGU Americas being written down to its recoverable amount. Thereby, management’s estimates of the weighted average cost of capital (WACC) and the terminal value growth rate was 10.5% and 1.0%,

F-76 respectively. No impairment charge was necessary for the CGU EMEA and the CGU Asia-Pacific in 2008, since the recoverable amount exceeded in both CGUs its corresponding carrying amount substantially. If the estimated cost of capital used in determining the discount rate for the CGU Americas had been 1% higher/ lower than management’s estimate (11.5%/ 9.5% instead of 10.5%), the group would have recognised instead an impairment charge against goodwill of mEUR 29.2/ mEUR 5.3. If the estimated terminal value growth rate for the CGU Americas had been 0.5% lower/ higher than management’s estimate (0.5%/ 1.5% instead of 1.0%), the group would have recognised instead an impairment charge against goodwill of mEUR 25.7/ mEUR 16.0.

(b) Income taxes The group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due (for further information refer to note 34 contingencies). Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

(c) Pension benefits The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations. The group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability. Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in section 3.16. If the discount rate used would differ +0.25%/Ϫ0.25% from management’s estimates, the defined benefit obligation for pension benefits would be an estimated kEUR 213 lower or kEUR 220 higher.

(d) Useful lives of property, plant and equipment and intangibles assets The group’s management determines the estimated useful lives and related depreciation/ amortisation charges for its property, plant and equipment and intangibles assets. This estimate is based on projected lifecycles. It could change as a result of technical innovations and competitor actions in response to severe industry cycles. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.

Notes on the Consolidated Statement of Comprehensive Income 7. REVENUE Revenue recognised during the period related to the following: 2009 2008 (all amounts in E thousands) Gross sales ...... 332,353 459,301 Other revenue ...... 376 2,034 Deductions ...... Ϫ2,935 Ϫ3,732 329,794 457,603

Due to the global financial crisis a significant reduction in market demand, especially in the first half of 2009, occurred, leading to a reduction in revenue of 28 percent. For the analysis of sales by region please refer to note 33, segment reporting.

F-77 8. RAW MATERIALS AND CONSUMABLES USED 2009 2008 (all amounts in E thousands) Material costs third parties...... Ϫ128,079 Ϫ179,943 Cost of purchased services...... Ϫ15,896 Ϫ23,468 Ϫ143,975 Ϫ203,411

As a consequence of the global financial crisis revenues in 2009 decreased by 28 percent. Due to constant raw material prices the cost of materials ratio decreased slightly.

9. OTHER OPERATING INCOME 2009 2008 (all amounts in E thousands) Currency gains operational ...... 2,502 0 Other income from disposal of fixed assets ...... 1,751 72 Foreign exchange derivatives ...... 713 Ϫ330 Others ...... 3,594 4,929 8,560 4,671

10. OTHER OPERATING EXPENSES 2009 2008 (all amounts in E thousands) Consulting and Marketing ...... Ϫ11,279 Ϫ11,108 Other administration expenses ...... Ϫ10,468 Ϫ11,778 Freights ...... Ϫ7,124 Ϫ9,394 Rentals ...... Ϫ4,087 Ϫ3,833 Currency losses operational ...... Ϫ3,401 Ϫ85 Expenses for temporary workforce...... Ϫ3,097 Ϫ9,990 Research & Development ...... Ϫ2,741 Ϫ2,484 Travel and entertaining ...... Ϫ2,515 Ϫ3,399 Vehicle costs...... Ϫ2,032 Ϫ2,297 Maintenance (external) ...... Ϫ1,844 Ϫ3,328 Commission payable ...... Ϫ1,541 Ϫ2,238 Insurances ...... Ϫ1,240 Ϫ1,385 Non-income related taxes ...... Ϫ755 Ϫ1,599 Others ...... Ϫ1,396 Ϫ1,712 Ϫ53,520 Ϫ64,630

11. EMPLOYEE BENEFIT EXPENSE 2009 2008 (all amounts in E thousands) Wages and salaries, including restructuring costs and other termination benefits .... Ϫ92,447 Ϫ106,159 Social security costs ...... Ϫ13,624 Ϫ17,246 Pension costs — defined contribution plans ...... Ϫ4,958 Ϫ5,140 Pension costs — defined benefit plans ...... Ϫ263 Ϫ52 Ϫ111,292 Ϫ128,597

Employee benefit expense for 2008 and 2009 include items due to the financial crisis and restructuring activities. In 2009 restructuring costs of kEUR 8,305 (2008: kEUR 2,199) and other termination benefits of kEUR 5,332 (2008: kEUR 2,478) were recognised. In 2009 the annual average number of employees was 2,717 (2008: 3,416).

F-78 12. FINANCIAL INCOME AND COSTS

2009 2008 (all amounts in E thousands) Financial costs Interest Expense — Bank borrowings ...... Ϫ24,547 Ϫ33,245 — Finance lease ...... Ϫ64 Ϫ147 — Provisions unwiding of discount ...... Ϫ336 Ϫ293 — Pensions unwiding of discount ...... Ϫ414 Ϫ446 Net foreign exchange (Ϫ) losses/(+) gains on financing activities ...... 2,310 Ϫ9,816 Losses on interest rate swaps...... Ϫ2,053 Ϫ8,433 Ϫ25,104 Ϫ52,380 Financial income Interest income on short-term bank deposits...... 374 698 Interest income on available for sale financial assets ...... 0 0 Gains on interest rate swaps ...... 3,280 4,792 Other finance income ...... 142 1,692 3,796 7,182 Net financial cost...... Ϫ21,308 Ϫ45,198

The total interest expense calculated using the effective interest method for financial liabilities that are not measured at fair value through profit or loss amounts to kEUR 24,547 in 2009 (2008: kEUR 33,245). The total interest income calculated using the effective interest method for financial assets not measured at fair value through profit or loss amounts to kEUR 374 in 2009 (2008: kEUR 698).

13. NET FOREIGN EXCHANGE GAINS/LOSSES

The following exchange differences recognized in profit or loss are included as follows:

Note 2009 2008 (all amounts in E thousands) Currency gains operational ...... (9) 2,502 0 Currency losses operational ...... (10) Ϫ3,401 Ϫ85 Net foreign exchange (Ϫ) losses/(+) gains on financing activities ...... (12) 2,310 Ϫ9,816 1,411 Ϫ9,901

14. INCOME TAXES

The analysis of income taxes is as follows:

2009 2008 (all amounts in E thousands) Current tax expense ...... Ϫ3,190 Ϫ6,660 Deferred tax income ...... 5,915 2,776 Total income taxes ...... 2,725 Ϫ3,884

NORMA Group’s combined group income tax rate for 2009 and 2008 amounted to 29.1 percent, comprising corporate income tax at a rate of 15 percent, the solidarity surcharge of 5.5 percent on corporate income tax, and trade income tax at an average multiplier of 380 percent.

F-79 The tax on the group’s profit before tax differs from the theoretical amount that would arise using the group tax rate applicable to profits of the consolidated entities as follows: 2009 2008 (all amounts in E thousands) Loss before tax ...... Ϫ20,752 Ϫ25,535 Group tax rate ...... 29.1% 29.1% Expected income taxes ...... 6,039 7,431 Tax effects of: Tax losses for which no deferred income tax asset was recognised ...... 167 2,110 Effects from deviation of group tax rate result mainly from different foreign tax rates ...... Ϫ408 35 Non-deductible expenses for tax purposes ...... 3,068 1,782 Utilization of previously unrecognized tax losses ...... 675 — Other tax-free income ...... Ϫ65 Ϫ38 Impairment of non-taxable goodwill...... — 7,669 Other ...... Ϫ123 Ϫ243 Tax income taxes ...... 2,725 Ϫ3,884

The income tax charged/credited directly to other comprehensive income during the year is as follows: 2009 2008 Before tax Tax charge/ Net-of-tax Before-tax Tax charge/ Net-of-tax amount credit amount amount credit amount (all amounts in E thousands) Other comprehensive Income Cash flow hedges gains/losses..... Ϫ2,207 642 Ϫ1,565 000 Actuarial gains/losses on defined benefit plans ...... Ϫ26 8 Ϫ18 1,040 Ϫ303 737 Other comprehensive Income .... Ϫ2,233 650 Ϫ1,583 1,040 Ϫ303 737

Notes on Consolidated Statement of Financial Position 15. INCOME TAX ASSETS AND LIABILITIES Due to changes in German corporate tax laws (“SE-Steuergesetz” or “SEStEG”, which came into effect on 31 December 2006) an imputation credit asset (“Ko¨rperschaftsteuerguthaben gem. §37 KStG”) has been set up. As a result an unconditional claim for payment of the credit in ten annual instalments from 2008 through 2017 has been established. The resulting receivable is included in income tax assets and amounted to kEUR 3,238 on 31 December 2009 (31 December 2008: kEUR 4,055; 1 January 2008: kEUR 3,910). In 2009 kEUR 2,761 are classified as non- current (31 December 2008: kEUR 3,103, 1 January 2008: kEUR 3,433).

16. DEFERRED INCOME TAX The analysis of deferred tax assets and deferred tax liabilities due to maturity is as follows: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Deferred tax assets — Deferred tax assets to be recovered after more than 12 months. . . . . 4,859 989 1,878 — Deferred tax assets to be recovered within 12 months ...... 1,227 2,203 554 Deferred tax assets ...... 6,086 3,192 2,432 Deferred tax liabilities — Deferred tax liabilities to be recovered after more than 12 months . . 21,997 25,428 0 — Deferred tax liabilities to be recovered within 12 months ...... 0 827 27,025 Deferred tax liabilities ...... 21,997 26,255 27,025 Deferred tax liabilities (net)...... 15,911 23,063 24,593

F-80 The movement in deferred income tax assets and liabilities during the year is as follows:

2009 2008 (all amounts in E thousands) At 1 January — Deferred tax liabilities (net) ...... 23,063 24,593 Exchange differences ...... Ϫ587 943 Deferred Tax expense (benefit) ...... Ϫ5,915 Ϫ2,776 Tax charged to other comprehensive income ...... Ϫ650 303 At 31 December — Deferred tax liabilities (net) ...... 15,911 23,063

The analysis of deferred income tax assets and deferred income tax liabilities, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Deferred tax assets Intangible Assets, incl. Goodwill ...... 3,480 286 124 Property, Plant & Equipment/Investment Property...... 255 383 427 Other assets...... 86 0 36 Inventories ...... 397 487 525 Trade receivables...... 272 337 217 Retirement Benefit Obligations/Pension Liabilities ...... 466 420 515 Provisions ...... 818 760 1,129 Borrowings ...... 62 75 0 Other Liabilities, incl. Interest Derivatives ...... 2,834 2,956 1,188 Trade Payables ...... 0 22 2 Tax losses ...... 3,198 2,929 1,993 Deferred tax assets (before valuation allowances) ...... 11,868 8,655 6,156 Valuation allowance...... Ϫ400 Ϫ490 Ϫ67 Deferred tax assets (before offsetting) ...... 11,468 8,165 6,089 Offsetting effects ...... Ϫ5,382 Ϫ4,973 Ϫ3,657 Deferred tax assets ...... 6,086 3,192 2,432

31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Deferred tax liabilities Intangible Assets, incl. Goodwill ...... 18,364 20,374 19,306 Property, Plant & Equipment/Investment Property...... 8,491 8,999 9,379 Other Assets ...... 162 49 417 Trade receivables...... 73 102 102 Borrowings ...... 123 194 316 Provisions ...... 12 1,272 73 Other Liabilities, incl. Interest Derivatives ...... 70 0 0 Trade Payables ...... 13 0 2 Untaxed reserves ...... 71 238 1,087 Deferred tax liabilities (before offsetting) ...... 27,379 31,228 30,682 Offsetting effects ...... Ϫ5,382 Ϫ4,973 Ϫ3,657 Deferred tax liabilities ...... 21,997 26,255 27,025 Deferred tax liabilities (net)...... 15,911 23,063 24,593

F-81 Deferred income tax assets are recognised for all deductible temporary differences to the extent that it is probable that future taxable profits will be available against which the deductible temporary difference can be utilised. The group did not recognise deferred income tax assets in respect of deductible temporary differences amounting to kEUR 1,040 at 31 December 2009 (31 Dec 2008: kEUR 1,477, 1 Jan 2008: kEUR 213).

Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable. The group did not recognise deferred income tax assets in respect of losses amounting to kEUR 4,366 at 31 December 2009 (31 December 2008: kEUR 9,284, 1 January 2008: kEUR 1,018) that can be carried forward against future taxable income. The unrecognised losses expire as follows:

31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Expiry within 1 year ...... 0 0 0 Expiry in 2-5 years ...... 0 0 0 Expiry later than 5 years ...... 0 5,182 1,018 Unlimited carry forward ...... 4,366 4,102 0 Total ...... 4,366 9,284 1,018

Taxable temporary differences amounting to kEUR 2,292 at 31 December 2009 (31 December 2008: kEUR 1,907, 1 January 2008: kEUR 1,378) associated with investments in subsidiaries are not recognised as deferred tax liabilities, since the respective parent is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

17. GOODWILL AND OTHER INTANGIBLE ASSETS

The acquisition and manufacturing costs as well as accumulated amortisation and impairment of intangible assets consisted of the following:

Acquisition and manufacturing costs As at Currency As at 1 Jan 2009 Additions Deductions Transfers effects 31 Dec 2009 (all amounts in E thousands) Goodwill ...... 233,703 0 0 0 Ϫ1,865 231,838 Certificates ...... 20,761 1,050 0 0 Ϫ496 21,315 Licenses, rights ...... 1,541 192 0 133 0 1,866 Trademarks ...... 13,466 0 0 0 Ϫ396 13,070 Patents ...... 7,720 0 0 0 Ϫ227 7,493 Technology ...... 14,471 0 0 0 Ϫ425 14,046 Intangible assets, other ...... 9,424 1,915 Ϫ23 Ϫ133 57 11,240 Total intangible assets ...... 301,086 3,157 Ϫ23 0 Ϫ3,352 300,868

Amortization and Impairment As at Currency As at 1 Jan 2009 Additions Deductions Transfers effects 31 Dec 2009 (all amounts in E thousands) Goodwill ...... 29,094 0 0 0 Ϫ45 29,049 Certificates ...... 3,269 1,124 0 0 Ϫ54 4,339 Licenses, rights ...... 1,088 380 0 0 0 1,468 Trademarks ...... 758 675 0 0 Ϫ43 1,390 Patents ...... 868 3,555 0 0 Ϫ224 4,199 Technology ...... 818 725 0 0 Ϫ47 1,496 Intangible assets, other ...... 2,974 1,620 Ϫ23 0 148 4,719 Total intangible assets ...... 38,869 8,079 Ϫ23 0 Ϫ265 46,660

F-82 Acquisition and manufacturing costs As at Currency As at 1 Jan 2008 Additions Deductions Transfers effects 31 Dec 2008 (all amounts in E thousands) Goodwill ...... 229,271 0 0 0 4,432 233,703 Certificates ...... 18,827 1,678 Ϫ511 0 767 20,761 Licenses, rights ...... 1,583 184 0 Ϫ226 0 1,541 Trademarks ...... 12,790 0 0 0 676 13,466 Patents ...... 7,332 0 0 0 388 7,720 Technology ...... 13,745 0 0 0 726 14,471 Intangible assets, other ...... 8,257 809 Ϫ776 226 908 9,424 Total intangible assets ...... 291,805 2,671 Ϫ1,287 0 7,897 301,086

Amortization and Impairment As at Currency As at 1 Jan 2008 Additions Deductions Transfers effects 31 Dec 2008 (all amounts in E thousands) Goodwill ...... 7,634 21,132 0 0 328 29,094 Certificates ...... 2,304 918 0 0 47 3,269 Licenses, rights ...... 1,063 35 Ϫ10 0 0 1,088 Trademarks ...... 80 640 0 0 38 758 Patents ...... 92 733 0 0 43 868 Technology ...... 87 690 0 0 41 818 Intangible assets, other ...... 2,829 839 Ϫ681 0 Ϫ13 2,974 Total intangible assets ...... 14,089 24,987 Ϫ691 0 484 38,869

Carrying amounts 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Goodwill...... 202,789 204,609 221,637 Certificates ...... 16,976 17,492 16,523 Licenses, rights ...... 398 453 520 Trademarks ...... 11,680 12,708 12,710 Patents ...... 3,294 6,852 7,240 Technology ...... 12,550 13,653 13,658 Intangible assets, other ...... 6,521 6,450 5,428 Total intangible assets ...... 254,208 262,217 277,716

In 2008 an impairment of goodwill with an amount of kEUR 21,132 is recognised in amortisation of goodwill (CGU Americas).

In 2009 a non-recoverable patent had to be impaired completely. The impairment of kEUR 2,782 is recognised in amortisation of patents.

At 31 December 2009 bank borrowings are secured on intangible assets for the value of kEUR 39,344 (31 Dec 2008: kEUR 45,843, 1 Jan 2008: kEUR 45,886).

Impairment tests for goodwill:

Goodwill is allocated to the group’s cash-generating units (CGUs) identified according to geographical areas. A summary of the goodwill allocation is presented below.

F-83 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) CGUEMEA...... 143,427 143,548 143,340 CGU Americas ...... 56,102 57,801 75,037 CGU Asia-Pacific ...... 3,260 3,260 3,260 202,789 204,609 221,637

The recoverable amount of a CGU is determined based on fair-value-less-costs-to-sell calculations. These calculations use cash flow projections based on financial budgets approved by the management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. The growth rate does not exceed the long-term average growth rate for the geographical area of the respective CGU. The key assumptions used for fair-value-less-costs-to-sell calculations are as follows: 31 December 2009 CGU EMEA CGU Americas CGU Asia-Pacific Terminal value growth rate ...... 1.50% 1.50% 1.50% Discount rate ...... 9.76% 9.61% 9.59% Costs to sell ...... 1.00% 1.00% 1.00% 31 December 2008 CGU EMEA CGU Americas CGU Asia-Pacific Terminal value growth rate ...... 1.00% 1.00% 1.00% Discount rate ...... 10.72% 10.51% 10.46% Costs to sell ...... 1.00% 1.00% 1.00% 1 January 2008 CGU EMEA CGU Americas CGU Asia-Pacific Terminal value growth rate ...... 1.50% 1.50% 1.50% Discount rate ...... 10.50% 10.44% 10.39% Costs to sell ...... 1.00% 1.00% 1.00%

The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount rates used were determined through a peer group. The costs to sell reflect management expectations.

18. PROPERTY, PLANT AND EQUIPMENT The acquisition and manufacturing costs as well as accumulated depreciation of property, plant and equipment consisted of the following: Acquisition and manufacturing costs As at Currency As at 1 Jan 2009 Additions Deductions Transfers effects 31 Dec 2009 (all amounts in E thousands) Land and building ...... 70,725 2,028 Ϫ3,321 115 173 69,720 Machinery ...... 145,630 3,432 Ϫ5,548 2,884 561 146,959 Tools ...... 7,099 761 Ϫ1,768 25 27 6,144 Other equipment...... 39,322 2,516 Ϫ1,861 1,113 226 41,316 Pre-payments tangibles ...... 5,480 3,306 0 Ϫ4,137 12 4,661 Total tangible assets ...... 268,256 12,043 Ϫ12,498 0 999 268,800

Depreciation As at Currency As at 1 Jan 2009 Additions Deductions Transfers effects 31 Dec 2009 (all amounts in E thousands) Land and building ...... 35,161 2,141 Ϫ1,811 0 149 35,640 Machinery ...... 107,755 12,100 Ϫ4,551 0 4 115,308 Tools ...... 4,001 492 Ϫ1,559 0 63 2,997 Other equipment...... 30,101 2,813 Ϫ1,724 0 607 31,797 Pre-payments tangibles ...... 0 0 0 0 0 0 Total tangible assets ...... 177,018 17,546 Ϫ9,645 0 823 185,742

F-84 Acquisition and manufacturing costs As at Currency As at 1 Jan 2008 Additions Deductions Transfers effects 31 Dec 2008 (all amounts in E thousands) Land and building ...... 70,661 787 Ϫ325 46 Ϫ444 70,725 Machinery ...... 148,756 5,520 Ϫ10,272 3,510 Ϫ1,884 145,630 Tools ...... 6,468 714 Ϫ720 651 Ϫ14 7,099 Other equipment...... 40,002 3,178 Ϫ3,187 Ϫ48 Ϫ623 39,322 Pre-payments tangibles ...... 5,218 4,805 Ϫ5 Ϫ4,159 Ϫ379 5,480 Total tangible assets ...... 271,105 15,004 Ϫ14,509 0 Ϫ3,344 268,256

Depreciation As at Currency As at 1 Jan 2008 Additions Deductions Transfers effects 31 Dec 2008 (all amounts in E thousands) Land and building ...... 33,535 2,143 Ϫ233 0 Ϫ284 35,161 Machinery ...... 106,894 11,492 Ϫ9,575 0 Ϫ1,056 107,755 Tools ...... 3,138 1,459 Ϫ544 0 Ϫ52 4,001 Other equipment...... 30,515 3,061 Ϫ3,100 0 Ϫ375 30,101 Pre-payments tangibles ...... 2 Ϫ20000 Total tangible assets ...... 174,084 18,153 Ϫ13,452 0 Ϫ1,767 177,018

Carrying amounts 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Land and building ...... 34,080 35,564 37,126 Machinery...... 31,651 37,875 41,862 Tools ...... 3,147 3,098 3,330 Other equipment ...... 9,519 9,221 9,487 Pre-payments tangibles ...... 4,661 5,480 5,216 Total tangible assets...... 83,058 91,238 97,021

No impairment is recognised on property, plant and equipment. At 31 December 2009 bank borrowings are secured on land and buildings for the value of kEUR 25,552 (31 Dec 2008: kEUR 32,165, 1 Jan 2008: kEUR 36,115). Land and buildings include the following amounts where the group is a lessee under a finance lease: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Cost — capitalised finance leases ...... 1,171 2,456 2,456 Accumulated depreciation ...... Ϫ1,093 Ϫ1,041 Ϫ883 Net book amount ...... 78 1,415 1,573

Machinery includes the following amounts where the group is a lessee under a finance lease: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Cost — capitalised finance leases ...... 896 1,807 3,742 Accumulated depreciation ...... Ϫ577 Ϫ1,385 Ϫ2,596 Net book amount ...... 319 422 1,146

F-85 Other equipment includes the following amounts where the group is a lessee under a finance lease: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Cost — capitalised finance leases ...... 415 600 614 Accumulated depreciation ...... Ϫ375 Ϫ242 Ϫ369 Net book amount ...... 40 358 245

19. FINANCIAL INSTRUMENTS Carrying Measure- Fair amount ment value Category 31 Dec Measurement basis IAS 39 basis 31 Dec IAS 39 2009 Amort. Cost Cost FVtPL Fair value IAS 17 2009 (all amounts in E thousands) Financial assets Available for sale financial assets...... AfS 397 397 — Derivative financial instruments — Held for trading Foreign exchange derivatives ...... FAHfT 22 22 22 Trade and other receivables...... LaR 45,501 45,501 45,501 Cash and cash equivalents ...... LaR 27,185 27,185 27,185 Financial liabilities Borrowings ...... FLAC 335,154 335,154 329,836 Derivative financial instruments — Held for trading Foreign exchange derivatives ...... FLHfT 22 22 22 Derivative financial instruments — Hedge accounting Interest derivatives ...... n/a 7,968 7,968 7,968 Trade Payables ...... FLAC 29,953 29,953 29,953 Other financial liabilities ...... FLAC 45 45 45 Finance lease liabilities ...... n/a 1,157 1,157 1,041 Totals per category Available for sale financial assets (AfS) ...... 397 924 — Financial assets held for trading (FAHfT) ...... 22 22 22 Loans and receivables (LaR) ...... 72,686 72,686 72,686 Financial liabilities held for trading (FLHfT) . . . . . 22 22 22 Financial liabilities at amortized cost (FLAC) . . . . 365,152 365,152 359,834

F-86 Carrying Measure- Fair amount ment value Category 31 Dec Measurement basis IAS 39 basis 31 Dec IAS 39 2008 Amort. Cost Cost FVtPL Fair value IAS 17 2008 Financial assets Available for sale financial assets...... AfS 397 397 — Derivative financial instruments — Held for trading Foreign exchange derivatives ...... FAHfT 166 166 166 Trade and other receivables...... LaR 49,227 49,227 49,227 Cash and cash equivalents ...... LaR 29,268 29,268 29,268 Financial liabilities Borrowings ...... FLAC 348,285 348,285 342,543 Derivative financial instruments — Held for trading Interest derivatives ...... FLHfT 7,292 7,292 7,292 Foreign exchange derivatives ...... FLHfT 730 730 730 Trade Payables ...... FLAC 18,578 18,578 18,578 Other financial liabilities ...... FLAC 0 0 0 Finance lease liabilities ...... n/a 1,790 1,790 1,690 Totals per category Available for sale financial assets (AfS) ...... 397 397 — Financial assets held for trading (FAHfT) ...... 166 166 166 Loans and receivables (LaR) ...... 78,495 78,495 78,495 Financial liabilities held for trading (FLHfT) . . . . . 8,022 8,022 8,022 Financial liabilities at amortized cost (FLAC) . . . . 366,863 366,863 361,121 Carrying Measure- Fair amount ment value Category 1 Jan Measurement basis IAS 39 basis 1 Jan IAS 39 2008 Amort. Cost Cost FVtPL Fair value IAS 17 2008 Financial assets Available for sale financial assets...... AfS 397 397 — Derivative financial instruments — Held for trading Interest derivatives ...... FAHfT 1,150 1,150 1,150 Foreign exchange derivatives ...... FAHfT 213 213 213 Trade and other receivables...... LaR 65,968 65,968 65,968 Cash and cash equivalents ...... LaR 21,218 21,218 21,218 Financial liabilities Borrowings ...... FLAC 349,490 349,490 343,154 Derivative financial instruments — Held for trading Foreign exchange derivatives ...... FLHfT 104 104 104 Trade Payables ...... FLAC 34,893 34,893 34,893 Other financial liabilities ...... FLAC 329 329 329 Finance lease liabilities ...... n/a 2,859 2,859 2,545 Totals per category Available for sale financial assets (AfS) ...... 397 397 — Financial assets held for trading (FAHfT) ...... 1,362 1,362 1,362 Loans and receivables (LaR) ...... 87,186 87,186 87,186 Financial liabilities held for trading (FLHfT) . . . . . 104 104 104 Financial liabilities at amortized cost (FLAC) . . . . 384,712 384,712 378,376 Trade and other receivables and cash and cash equivalents have short-term maturities. Their carrying amounts at the reporting date equal their fair values, as the impact of discounting is not significant. Available for sale financial assets are recognised at cost. There is no active market for these instruments. Since no future cash flows can be reliably measured, the fair value cannot be determined using valuation techniques. Trade payables and other financial liabilities have short times to maturity; therefore the carrying amounts reported approximate the fair values.

F-87 The fair values of long-term borrowings bearing fixed interest rates and finance lease liabilities are calculated as the present values of the payments associated with the debts based on the applicable yield curve and Norma Group’s credit spread curve (credit spread of 2.8% for finance lease liabilities and 6.1% for borrowings). Derivative financial instruments held for trading and those used for hedging are carried at their respective fair values. They have been categorised entirely within level 2 in the fair value hierarchy (section 5.3). None of the financial assets that are fully performing have been renegotiated in the last year. In accordance with IFRS 7.20 (a) net gains and losses from financial instruments by measurement category are as follows: 2009 2008 (all amounts in E thousands) Available for sale financial assets (AfS) ...... 111 242 Loans and receivables (LaR) ...... 227 4,289 Financial instruments held for trading (FAHfT and FLHfT) ...... 418 Ϫ815 Financial liabilities at cost (FLAC) ...... Ϫ22,238 Ϫ43,061 Ϫ21,482 Ϫ39,345

Net gains and losses of available for sale financial assets include dividend income from associates not accounted for using the equity method, net gains and losses of loans and receivables comprise currency effects, impairment of trade receivables, and interest income on short-term bank deposits. Fair value gains and losses on trading derivatives are net gains and losses of financial instruments held for trading and net gains and losses of financial liabilities at cost comprise interest expense and currency effects on loans, borrowings and bank deposits.

20. OTHER FINANCIAL ASSETS 2009 2008 (all amounts in E thousands) At 1 January ...... 397 397 Exchange differences ...... 0 0 Additions ...... 0 0 Disposals...... 0 0 At 31 December ...... 397 397 Less: non-current portion ...... 397 397 Current portion ...... 00

Other financial assets consist of available for sale financial assets; they include shares in associates not accounted for using the equity method, as well as other investments. There is no active market for these instruments. Since no future cash flows can be reliably measured, the fair values cannot be determined using valuation techniques. Hence, these instruments are recognised at cost. As per 31 December 2009, management does not have the intention to dispose of financial assets categorised as available for sale.

F-88 21. DERIVATIVE FINANCIAL INSTRUMENTS 31 Dec 2009 31 Dec 2008 1 Jan 2008 Assets Liabilities Assets Liabilities Assets Liabilities (all amounts in E thousands) Interest rate swaps — cash flow hedges ...... 0 7,968 0 0 0 0 Interest rate swaps — held for trading ...... 0 0 0 7,292 1,150 0 Foreign exchange derivatives — held for trading ...... 22 22 166 730 213 104 Total ...... 22 7,990 166 8,022 1,363 104 Less non-current portion Interest rate swaps — cash flow hedges ...... 0 7,968 0 0 0 0 Interest rate swaps — held for trading ...... 0 0 0 6,638 1,150 0 Foreign exchange derivatives — held for trading ...... 0 0 0 0 0 0 Non-current portion ...... 0 7,968 0 6,638 1,150 0 Current portion ...... 22 22 166 1,384 213 104

(a) Foreign exchange derivatives Foreign exchange derivatives are categorised as held for trading. The notional principal amounts of the outstanding forward foreign exchange contracts at 31 December 2009 were kEUR 2,335 (31 Dec 2008: kEUR 8,219; 1 Jan 2008: kEUR 5,634).

(b) Interest rate swaps Hedge accounting is applied from 2009 on. Therefore interest rate swaps designated as cash flow hedges in 2009 are still categorised as held for trading as per 31 December 2008. The ineffective portion recognised in the profit or loss that arises from cash flow hedges amounts to a loss of kEUR 129. The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2009 were mEUR 218 (31 Dec 2008: mEUR 206; 1 Jan 2008: mEUR 202). At 31 December 2009, the fixed interest rates vary from 3.2% to 3.6% (31 Dec 2008: 3.4% to 4.0%), and the floating rates are EURIBOR and LIBOR. Gains and losses recognised in the hedging reserve in equity on interest rate swap contracts as of 31 December 2009 will be continuously released to the statement of comprehensive income until the repayment of the bank borrowings (note 25). The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the consolidated statement of financial position.

22. TRADE AND OTHER RECEIVABLES The trade accounts receivables were as follows: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Trade accounts receivable ...... 46,097 50,953 67,177 Less: provision for impairment of trade receivables ...... Ϫ1,507 Ϫ1,982 Ϫ1,807 44,590 48,971 65,370

F-89 All trade accounts receivables are due within one year. The following table shows the ageing analysis for trade accounts receivables and other current receivables:

31 December 2009 neither past due nor 30 - 90 91 - 180 181 days impaired G 30 days days days - 1 year H 1 year Total (all amounts in E thousands) Trade receivables ...... 28,809 8,570 4,557 1,647 987 20 44,590 Other receivables ...... 911 — — — — — 911 29,720 8,570 4,557 1,647 987 20 45,501

31 December 2008 neither past due nor 30 - 90 91 - 180 181 days impaired G 30 days days days - 1 year H 1 year Total (all amounts in E thousands) Trade receivables ...... 35,024 7,360 4,462 868 1,043 214 48,971 Other receivables ...... 199 57 — — — — 256 35,223 7,417 4,462 868 1,043 214 49,227

1 January 2008 neither past due nor 30 - 90 91 - 180 181 days impaired G 30 days days days - 1 year H 1 year Total (all amounts in E thousands) Trade receivables ...... 44,328 11,518 7,107 1,764 619 34 65,370 Other receivables ...... 598 — — — — — 598 44,926 11,518 7,107 1,764 619 34 65,968

As of 31 December 2009 and 2008 and 1 January 2008 respectively, there was no indication that accounts receivables that were neither past due nor impaired could not be collected. The carrying amounts of the group’s trade and other receivables are denominated in the following currencies: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Currency Euro ...... 27,028 32,622 44,018 US dollar ...... 8,315 8,953 12,168 Swedish crown ...... 2,247 2,347 2,515 Australian dollar ...... 1,770 1,324 1,788 UK pound ...... 1,526 1,549 3,536 Other currencies ...... 4,615 2,432 1,943 45,501 49,227 65,968

All trade accounts receivable were impaired by specific valuation allowances. There have been no general allowances. Movements on the group provision for impairment of trade receivables are as follows: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) At 1 January ...... 1,982 1,807 974 Additions ...... 125 1,243 1,325 Disposals ...... Ϫ622 Ϫ949 Ϫ5 Reversals ...... — Ϫ45 Ϫ416 Currency effects ...... 22 Ϫ74 Ϫ71 At 31 December ...... 1,507 1,982 1,807

F-90 The creation and release of provision for impaired receivables have been included in ‘other operating income/ expenses’ in the consolidated statement of comprehensive income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The group does not hold any collateral as security. At 31 December 2009 bank borrowings are secured on trade and other receivables for the value of kEUR 30,609 (31 Dec 2008: kEUR 34,276, 1 Jan 2008: kEUR 44,297).

23. INVENTORIES 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Raw materials ...... 12,866 15,904 18,158 Work in progress ...... 4,082 7,717 11,387 Finished goods and goods for resale...... 27,752 30,405 29,405 44,700 54,026 58,950

At 31 December 2009 inventories amounting to kEUR 586 (31 Dec 2008: kEUR 1,897, 1 Jan 2008: kEUR 1,804) were written down. At 31 December 2009 bank borrowings are secured on inventories for the value of kEUR 26,034 (31 Dec 2008: kEUR 33,822, 1 Jan 2008: kEUR 31,461).

24. OTHER NON-FINANCIAL ASSETS 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Deferred costs ...... 1,309 1,239 1,883 VAT assets ...... 516 480 912 Other assets...... 3,485 3,443 7,384 5,310 5,162 10,179

25. EQUITY Treasury shares At 20 December 2007 NORMA Group acquired its own shares through purchase from Dr. Peter Stehle (Chairman of the Supervisory Board). The total amount paid to acquire the shares was kEUR 592 and has been deducted from subscribed capital by the amount of EUR 450 (par value) and retained earnings by the amount of EUR 591,550 within shareholders’ equity.

Retained earnings Actuarial gain/(loss) Total (all amounts in E thousands) Balance at 1 January 2008 ...... 0 Ϫ2,361 Loss for the year ...... 0 Ϫ29,637 Actuarial gain/(loss) on post employment benefit obligations in year — net of tax . . 737 Actuarial gain/(loss) on post employment benefit obligations (before tax) ...... 1,040 Tax on actuarial gain/(loss) ...... Ϫ303 Balance at 31 December 2008 ...... 737 Ϫ31,261 Loss for the year ...... Ϫ18,182 Actuarial gain/(loss) on post employment benefit obligations in year: ...... Ϫ18 Actuarial gain/(loss) on post employment benefit obligations (before tax) ...... Ϫ26 Tax on actuarial gain/(loss) ...... 8 Balance at 31 December 2009 ...... 719 Ϫ49,461

F-91 Other reserves Exchange differences on Cash flow translating foreign hedges operations Total (all amounts in E thousands) Balance at 1 January 2008 ...... — Ϫ571 Ϫ571 Cash flow hedges ...... 0 Fair value gains/losses in year ...... ——— Tax on fair value gains/ losses...... ——— Currency translation ...... — 7,194 7,194 Balance at 31 December 2008 ...... — 6,623 6,623 Cash flow hedges ...... — Ϫ1,565 Fair value gains/losses in year ...... Ϫ2,207 — — Tax on fair value gains/losses ...... 642 — — Currency translation ...... — Ϫ1,279 Ϫ1,279 Balance at 31 December 2009 ...... Ϫ1,565 5,344 3,779

26. RETIREMENT BENEFIT OBLIGATIONS Retirement benefit obligation result mainly from the German pension plan as this pension plan is the most significant pension in the group. The German defined benefit pension plan was closed for new entrants in 1990 and provides benefits in case of retirement, disability, and death as life-long pension payments. The benefits entitlements depend on years of service and salary. Salary parts above the social security contribution ceiling leads to higher benefit entitlements compared to salary parts up to that ceiling. Employees hired after 1990 are eligible under a defined contribution scheme. The contributions are paid into an insurance contract providing lump sum payments in case of retirements and death. 2009 2008 (all amounts in E thousands) As at 1 January — Cumulative acturial gains/losses recognized in other comprehensive income (before tax) ...... Ϫ1,040 0 Acturial gains/losses in recognised in other comprehensive income in the period (before tax) ...... 26 Ϫ1,040 As at 31 December — Cumulative acturial gains/losses recognized in other comprehensive income (before tax) ...... Ϫ1,014 Ϫ1,040

The amounts recognised in the consolidated statement of financial position are determined as follows: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Present value of obligations ...... 8,058 7,939 9,110 Unrecognised past service cost...... — — — Liability in the balance sheet...... 8,058 7,939 9,110 Experience adjustments on plan liabilities ...... Ϫ169 Ϫ730 Ϫ37

F-92 The movement in the defined benefit obligation over the year is as follows: 2009 2008 (all amounts in E thousands) At 1 January ...... 7,939 9,110 Current service cost...... 263 52 Interest cost ...... 414 446 Actuarial gains/losses ...... 26 Ϫ1,040 Exchange differences...... — — Benefits paid ...... Ϫ584 Ϫ629 Liabilities acquired in a business combination ...... — — Curtailments ...... — — Settlements ...... — — At 31 December ...... 8,058 7,939

The amounts recognised in profit or loss are as follows: 2009 2008 (all amounts in E thousands) Current service cost ...... 263 52 Interest cost ...... 414 446 Past Service Cost ...... — — Curtailment/Settlement ...... — — At 31 December ...... 677 498

The principal actuarial assumptions used were as follows: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Discount rate...... 5.75% 5.85% 5.40% Inflation rate ...... 2.00% 1.50% 1.80% Future salary increases...... 2.50% 2.50% 2.50% Future pension increases ...... 2.00% 1.80% 1.80%

Expected contributions to post-employment benefit plans for the year 2010 are kEUR 570.

27. PROVISIONS Unused Foreign As at Amounts amounts Unwinding of currency As at Jan 1 2009 Additions used reversed discount translation 31 Dec 2009 (all amounts in E thousands) Guarantees ...... 683 0 0 Ϫ191 0 0 492 Restructuring ...... 1,693 554 Ϫ1,176 Ϫ66 0 1 1,006 Personnel related obligations ...... 6,688 4,188 Ϫ5,686 Ϫ121 336 4 5,409 Others ...... 724 1,014 Ϫ283 Ϫ364 0 79 1,170 Total provisions ..... 9,788 5,756 Ϫ7,145 Ϫ742 336 84 8,077

F-93 Unused Foreign As at Amounts amounts Unwinding of currency As at Jan 1 2008 Additions used reversed discount translation 31 Dec 2008 (all amounts in E thousands) Guarantees ...... 1,194 31 Ϫ501 Ϫ42 0 1 683 Restructuring ...... 295 1,692 Ϫ273 Ϫ21 0 0 1,693 Personnel related obligations ...... 5,950 803 Ϫ303 Ϫ55 293 0 6,688 Others ...... 4,527 561 Ϫ3,520 Ϫ785 0 Ϫ59 724 Total provisions ..... 11,966 3,087 Ϫ4,597 Ϫ903 293 Ϫ58 9,788

31 December 2009 31 December 2008 1 January 2008 thereof thereof thereof Total current Total current Total current (all amounts in E thousands) Guarantees ...... 492 492 683 658 1,194 1,127 Restructuring ...... 1,006 1,006 1,693 1,693 295 295 Personnel related obligations ...... 5,409 1,226 6,688 642 5,950 1,699 Others ...... 1,170 1,170 724 655 4,527 4,472 Total provisions...... 8,077 3,894 9,788 3,648 11,966 7,593

Personnel related obligations for 2009 consist of provisions for early retirement of kEUR 3,757 (31 Dec 2008: kEUR 3,847, 1 Jan 2008: kEUR 3,461), provisions for wage agreements (“Entgeltrahmentarifvertrag-Anpassungs- fonds (ERA)”) of kEUR 0 (31 Dec 2008: kEUR 1,723, 1 Jan 2008: kEUR 1,660 ), provisions for social plans of kEUR 865 (31 Dec 2008: kEUR 83, 1 Jan 2008: kEUR 133), provisions for salary bonus and premiums of kEUR 627 (31 Dec 2008: kEUR 671, 1 Jan 2008: kEUR 696), and other personnel items of kEUR 160 (31 Dec 2008: kEUR 364, 1 Jan 2008: kEUR 0).

28. BORROWINGS 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Non-current Bank borrowings ...... 308,892 326,701 330,241 Shareholder loan ...... 11,434 10,968 10,502 320,326 337,669 340,743 Current Bank borrowings ...... 14,828 10,616 8,747 14,828 10,616 8,747 Total borrowings ...... 335,154 348,285 349,490

(a) Bank borrowings Bank borrowings mature until 2016 and bear average coupons of 1.6%, 0.8% and 1.3% annually for loans denominated in Euro, US-Dollar and Swedish Crowns respectively (2008: 4.7%, 3.2% and 4.8% annually).

F-94 At 31 December 2009 bank borrowings of kEUR 137,057 (31 Dec 2008: kEUR 164,302, 1 Jan 2008: kEUR 172,797) were secured by assets. The carrying amounts of secured assets are as follows:

31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Intangible Assets ...... 39,344 45,843 45,886 PPE...... 25,552 32,165 36,115 Trade and other receivables ...... 30,609 34,276 44,297 Inventories ...... 26,034 33,822 31,461 Cash and cash equivalents ...... 17,602 19,814 15,185 139,141 165,920 172,944

Bank borrowings are further secured by shares of various consolidated companies of the NORMA Group.

The carrying amounts of the group’s borrowings are denominated in the following currencies:

31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) EUR...... 183,550 193,971 194,932 USD...... 128,369 132,254 132,909 SEK...... 11,801 11,092 11,147 323,720 337,317 338,988

(b) Shareholder loan

In 2006 Norma Group has received a loan from 3i Funds at the original amount of mEUR 34.7. In 2007 mEUR 30.0 have been contributed to capital reserve. The remainder of mEUR 4.7 is part of the group’s long-term borrowings.

The loan is denominated in Euro and bears fixed interest of 10.0% per annum. The annual interest expense of kEUR 466 is capitalised until the shareholder loan falls due; the entire amount will be repayable in 2016 or in case of shareholder’s exit, if earlier.

The outstanding balances as per 1 January 2008, 31 December 2008 and 2009 contain capitalised interest not only on the amount of mEUR 4.7 but also on the amount of mEUR 30.0 which have been contributed to capital reserve in 2007. There is no compound interest on any interest capitalized.

29. OTHER NON-FINANCIAL LIABILITIES

31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Non-current Social Liabilities ...... 0 172 0 Other Liabilities ...... 335 32 156 335 204 156 Current Non-income tax Liabilities...... 3,406 2,573 3,294 Social Liabilities ...... 2,852 3,019 2,931 Personnel related liabilities ...... 4,781 3,609 5,276 Outstanding invoices ...... 1,102 586 1,418 Other liabilities ...... 4,218 5,649 6,687 Deferred Income ...... 140 234 281 16,499 15,670 19,887 Total other non-financial liabilities ...... 16,834 15,874 20,043

F-95 30. OTHER FINANCIAL LIABILITIES 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Non-current Lease liabilities ...... 863 1,190 1,765 863 1,190 1,765 Current Other 3i liabilities ...... 43 0 0 Lease liabilities ...... 294 600 1,094 Other Liabilities ...... 2 0 329 339 600 1,423 Total other financial liabilities ...... 1,202 1,790 3,188

The future aggregate minimum lease payments under non-cancellable finance leases and their respective present values are as follows: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Gross finance lease liabilities — minimum lease payments No later than 1 year ...... 329 687 1,183 Later than 1 year and no later than 5 years...... 875 1,160 1,538 Later than 5 years ...... 36 167 291 1,240 2,014 3,012 Future finance charges on finance lease ...... 83 224 153 Present value of finance lease liabilities No later than 1 year ...... 294 600 1,094 Later than 1 year and no later than 5 years...... 829 1,028 1,474 Later than 5 years ...... 34 162 291 1,157 1,790 2,859

Lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default.

31. TRADE PAYABLES All trade payables are due to third parties within one year. For information regarding trade payables refer to notes section 3.13.

Other Notes 32. INFORMATION ON THE CONSOLIDATED STATEMENT OF CASH FLOWS In the cash flow statement a distinction is made between payment flows from operational activities, investing activities and financing activities. Cash flows from operating activities represent the cash effects of transactions and other events relating to the principal revenue-producing activities. Other non-cash expenses and income comprised in particular the non-cash valuation of interest rate swaps to kEUR -3,641 in 2009 (2008: kEUR 1,227) and net foreign exchange valuation on financing activities to kEUR -8,433 in 2009 (2008: kEUR 2,310). Cash flows resulting from interest paid (2009: kEUR -20,139; 2008: kEUR 38,253) are disclosed as cash flows from financing activities. Cash flows from investing activities include the cash effects of transactions relating to the acquisition and disposal of long-term asset. In 2008 investments in Norma Japan amounting to kEUR 492 are included. Cash flows from financing activities comprise repayments of borrowing (2009: kEUR -12,998; 2008: kEUR -3,449). Further cash flows resulting from interest paid is included.

F-96 Cash comprised cash on hand and demand deposits of kEUR 27,060 at 31 December 2009 (31 Dec 2008: kEUR 29,268, 1 Jan 2008: kEUR 21,218). Cash equivalents included investments with short maturity of kEUR 125 at 31 December 2009 (31 Dec 2008: kEUR 0, 1 Jan 2008: kEUR 0). Cash and cash equivalents of kEUR 446 at 31 December 2009 (31 Dec 2008: kEUR 906, 1 Jan 2008: kEUR 1,219) was restricted.

33. SEGMENT REPORTING

Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the segments has been identified as the senior group management. For details regarding senior management refer to note 37.

NORMA Group segments the company at regional level. The reportable segments of NORMA Group are EMEA, Americas, and Asia-Pacific. NORMA Group’s vision includes regional growth targets. Distribution services are focused regionally and locally. EMEA and Americas have linked regional intercompany organisations of different functions. Therefore the group’s management reporting and controlling system has a strong regional focus.

For details regarding the composition of the segments refer to the list of group and financial holding companies in section 4.

NORMA Group measures the performance of its segments through a measure of profit or loss which is referred to as “adjusted EBITDA”.

EBITDA comprises revenue, changes in inventories of finished goods and work in progress, raw materials and consumables used, other operating income and expenses and employee benefits expense. EBITDA is measured in a manner consistent with that in the statement of comprehensive income.

The adjustments of EBITDA relate to restructuring costs (closure of facilities, transfer of products, sever- ances), non-recurring/ non-period related costs/ income (mainly cost of acquisitions, cost of integrations and non- recurring items) and other group and normalised items (mainly group stewardship and extraordinary items as defined by banking definition).

Inter-segment revenue is generally recorded at values that approximate third-party selling prices.

Segment assets comprise all assets less (current and deferred) income tax assets. Segment liabilities comprise all liabilities less (current and deferred) income tax liabilities. Taxes are shown in the reconciliation. Segment assets and liabilities are measured in a manner consistent with that in the statement of financial position.

Capex equals additions to non-current assets.

Consolidated EMEA Americas Asia-Pacific Total segments Reconciliation group 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 (all amounts in E thousands) Revenue from external customers ...... 244,563 348,983 68,121 92,432 17,110 16,188 329,794 457,603 0 0 329,794 457,603 Inter-segment revenue ...... 12,878 19,290 4,526 4,741 29 1 17,433 24,032 Ϫ17,433 Ϫ24,032 0 0 Total segment revenue ...... 257,441 368,273 72,647 97,173 17,139 16,189 347,227 481,635 Ϫ17,433 Ϫ24,032 329,794 457,603 Contribution to consolidated group sales . . . . 78% 80% 22% 21% 5% 4% Ϫ5% Ϫ5% Adjusted EBITDA ...... 42,038 63,979 10,415 16,561 837 1,021 53,290 81,561 Ϫ247 Ϫ2,041 53,043 79,520 Segment assets * ...... 349,313 389,105 141,882 142,446 20,925 16,525 512,120 548,076 Ϫ42,415 Ϫ48,363 469,705 499,713 Segment liabilities ** ...... 165,286 191,737 135,740 145,703 17,121 5,932 318,147 343,372 112,430 96,215 430,577 439,587 CAPEX ...... 7,401 11,144 4,838 4,010 2,961 2,521 15,200 17,675 0 0 15,200 17,675 Number of Employees *** ...... 2,068 2,739 386 499 240 155 2,694 3,393 23 23 2,717 3,416

* included allocated goodwills, taxes are shown in reconciliation

** taxes are shown in reconciliation *** Number of Employees (average heads)

F-97 The reconciliation of the segments’ adjusted EBITDA is as follows:

2009 2008 (all amounts in E thousands) Total segments’ adjusted EBITDA ...... 53,290 81,561 Holdings ...... Ϫ165 Ϫ2,221 Eliminations ...... Ϫ82 180 Total adjusted EBITDA of the group ...... 53,043 79,520 Restructuring costs ...... Ϫ20,634 Ϫ9,772 Non-recurring/non-period related costs ...... Ϫ5,069 Ϫ5,481 Other group and normalised items ...... Ϫ1,159 Ϫ1,464 EBITDA of the group ...... 26,181 62,803 Depreciation and Amortization...... Ϫ22,843 Ϫ22,008 Impairments ...... Ϫ2,782 Ϫ21,132 Financial costs ...... Ϫ21,308 Ϫ45,198 Loss before tax ...... Ϫ20,752 Ϫ25,535

In 2008 the goodwill impairment charge of kEUR 21,132 arose in the segment Americas (see notes 6 and 17).

In 2009 a non-recoverable patent had to be impaired completely. The impairment of kEUR 2,782 was recognised in the segment Americas.

The reconciliation of the segments’ assets and liabilities is as follows:

2009 2008 (all amounts in E thousands) Total segment assets ...... 512,120 548,076 Income tax assets ...... 9,324 8,012 Holdings ...... 36,232 47,239 Eliminations ...... Ϫ87,971 Ϫ103,614 Group Assets ...... 469,705 499,713

2009 2008 (all amounts in E thousands) Total segment liabilities ...... 318,147 343,372 Income tax liabilities ...... 23,309 29,311 Holdings ...... 177,514 170,516 Eliminations ...... Ϫ88,393 Ϫ103,612 Group Liabilities ...... 430,577 439,587

Assets of the Holdings include mainly cash; the liabilities include mainly long-term borrowings.

External sales per country, measured according to site of production, are as follows:

2009 2008 (all amounts in E thousands) Germany ...... 170,148 227,617 USA...... 68,121 92,432 Other countries ...... 91,525 137,554 329,794 457,603

The non-current assets per country include non-current assets less deferred tax assets, derivative financial instruments, and shares in consolidated related parties.

F-98 31 December 2009 31 December 2008 (all amounts in E thousands) Germany ...... 123,892 119,119 USA...... 111,711 119,695 Other countries ...... 123,068 125,435 Consolidation ...... Ϫ18,247 Ϫ7,294 340,424 356,955

34. OPERATIONAL PERFORMANCE INCENTIVE CASH PROGRAMME In 2008, NORMA Group implemented the OPICP under which eligible executive managers of the second management level are granted phantom shares of NORMA Group GmbH entitling the participants to receive cash- payments in case of an exit event (IPO/ sale). NORMA Group Holding GmbH, a subsidiary of NORMA Group GmbH, is the obligor under this programme, i.e. the entitlement to the payment of an incentive amount is awarded from NORMA Group Holding GmbH to the individual beneficiaries. NORMA Group Holding GmbH will be reimbursed for the costs which incur as a result of the execution of the programme by the shareholders of NORMA Group GmbH. The reimbursement claim can only be recognized in case of an exit. The amount of cash paid to the beneficiaries is based on the sales/ liquidations proceeds and the number of phantom shares held by the manager. This amount is based on the equity value of NORMA Group GmbH minus prior ranking payments to other shareholders in the course of exit. The phantom shares vest on the occurrence of an exit event (IPO/ sale). The termination of the eligible manager’s employment prior to the anticipated exit event results in forfeited phantom shares. In accordance with IFRS 2 (see also Section 2) the awards from OPICP are treated as cash-settled. Thus, a liability is recognized as of each balance sheet date at the amount of the respective fair value of the phantom shares. At 1 January 2008 the OPICP was implemented for 9 participants. The total share programme is designed for the issuance of up to 1,100,000 shares of which 355,000 shares were issued as of 31 December 2008. The expected duration of the programme is 2012. Operational Performance Incentive Cash Programme Phantom shares issued as of 31 December 2008 ...... 355,000 Phantom shares granted in 2009 ...... 490,000 Phantom shares forfeited in 2009 ...... 35,000 Phantom shares issued as of 31 December 2009 ...... 810,000 Provisions as of December 2008 ...... 293,769 Provisions as of December 2009 ...... 0 (Ϫ) Expense/(+) Income in 2008 ...... Ϫ293,769 (Ϫ) Expense/(+) Income in 2009 ...... 293,769

Since the OPICP shares had no positive market value as of 31 December 2009 the provision was released.

35. CONTINGENCIES The group has contingent liabilities in respect of legal claims arising in the ordinary course of business. In the financial year 2009 a tax audit started for the German tax group covering the open income tax years 2005 to 2009. For some unresolved issues the ultimate tax determination is uncertain. Since the final tax outcome of these matters are currently in clearance, NORMA Group believes that it is unlikely whether the tax audit may result to income tax back payments. NORMA Sweden is subject of an environmental examination by Uppsala municipality’s environmental department. NORMA Sweden had to examine a sold premise. Under Swedish law the person who carried on an activity that caused pollution is deemed to be primarily responsible for remedial actions, i.e. investigations and remediation. After the examination in November 2009 the environmental department reviewed the report and ordered that further tests should be made. NORMA Sweden has opposed this and so far the environmental department has not replied to their response. NORMA Group does not believe that any material liabilities will arise from contingent liabilities.

F-99 36. COMMITMENTS (a) Capital commitments Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) Property, plant and equipment ...... 1,943 2,169 1,285 1,943 2,169 1,285

There are no material commitments concerning intangible assets.

(b) Operating lease commitments The group leases various vehicles, property and technical equipment under non-cancellable operating lease agreements. The lease terms are between one and 10 years. The group also leases various technical equipment under cancellable operating lease agreements. There are two significant operating lease arrangements with annual lease payments of more than kEUR 200, concerning the leasing of land and buildings. One is held by NORMA Germany (non-cancellable lease term 10 years, soonest termination in 2012), the second one is held by NORMAUK (non-cancellable lease term 10 years, soonest termination in 2016). Except for usual renewable options the lease contracts do not comprise other options. Lease expenditure (including non-cancellable and cancellable operating leases) amounting to kEUR 6,088 in 2009 (2008: kEUR 6,477) is included in profit or loss in ‘other operating expenses’. The following table shows the future aggregate minimum lease payments under non-cancellable operating leases: 31 Dec 2009 31 Dec 2008 1 Jan 2008 (all amounts in E thousands) No later than 1 year ...... 1,578 2,220 2,203 Later than 1 year and no later than 5 years...... 2,825 3,754 5,472 Later than 5 years ...... 621 663 1,454 5,024 6,637 9,129

37. RELATED-PARTY TRANSACTIONS The shareholders of NORMA Group are investment funds related to the UK listed investment company 3i Group plc or managed by its subsidiary, 3i Investments plc (3i Funds), institutional investors of former subgroups, current management and former members of management. The 3i Funds have significant influence through each of their voting rights in the company. The following transactions were carried out with related parties:

(a) Sales of goods and services There are no material sales of goods and services to non-consolidated companies, to the shareholders of NORMA Group, to key management or to other related parties in 2009 and 2008. 2009 2008 (all amounts in E thousands) Purchases of management services — 3i Deutschland Gesellschaft fu¨r Industriebeteiligungen mbH (subsidiary of 3i Group plc) . . 306 340 306 340

F-100 (c) Loan from 3i Funds In 2006 NORMA Group has received a loan from 3i Funds at the original amount of mEUR 34.7. In 2007 mEUR 30.0 have been contributed to capital reserve. The remainder of mEUR 4.7 is part of the group’s long-term borrowings. The loan is denominated in Euro and bears fixed interest of 10.0% per annum. The annual interest expense of kEUR 466 is capitalised until the loan falls due; the entire amount will be repayable in 2016 or in case of shareholder’s exit, if earlier. The outstanding balances as per 1 January 2008, 31 December 2008 and 2009 contain capitalised interest not only on the amount of mEUR 4.7 but also on the amount of mEUR 30.0 which have been contributed to capital reserve in 2007. There is no compound interest on any interest capitalised.

(e) Key management compensation Key management includes senior management and executive directors. Further key management includes members of the advisory board and the supervisory board. Senior management and executive directors: 1. Werner Deggim, 2. Dr. Othmar Belker, 3. Bernd Kleinhens, 4. Lars Nordin (until December 31,2009), 5. Uwe Wickel (until March 10, 2009). 6. Stephan Ko¨nig (non-executive/ director human resources) Advisory Board: 1. Craig Stinson, 2. Dr. Christoph Schug (as of April 1, 2009), 3. Dr. Ulf von Haacke, 4. Hajo Knoch (as of August 1, 2009), 5. Nils Bergstro¨m, 6. Hamdi Conger (until December 31, 2009), 7. Mike Robins (until July, 31 2009). Supervisory Board: 1. Dr. Peter Stehle, 2. Dr. Ulf von Haacke, 3. Thomas Kaltenschnee. The compensation paid or payable to key management for employee services is shown below: 2009 2008 (all amounts in E thousands) Salaries and other short-term employee benefits...... 2,464 4,265 Termination benefits ...... 1,109 261 3,573 4,526

F-101 Salaries and other short-term employee benefits comprise salaries, bonuses, benefits resulting from the use of leased cars, compensation for management services received from certain members of the advisory board and remunerations of the supervisory board. Balances at the year-end arise from bonuses amounting to kEUR 370 at 31 December 2009 (31 December 2008: kEUR 724, 1 January 2008: kEUR 2,900). Executive managers working within the NORMA Group were allowed to buy 10.7 % of the shares of NORMA Group. In the course of the accession, the managers had to pay the fair value of the shares received. The intention of the programme is to incentivise the managers to work towards a possible IPO/ sale of NORMA Group or a group company of NORMA Group and thus to reward the management’s contribution to NORMA Group and therefore NORMA Group’s growth and to further-long-term success of the company. For that reason exit events were defined, leading to an IPO or a partial or entire sale of the NORMA Group. In the event of this anticipated exit, the eligible executive managers shall be participating in a possible increase in the value of the group. If the 3i Funds decide to accept an offer for the acquisition of at least 70% of the shares in NORMA Group, than all remaining Shareholders, which include the participating managers, are obliged to sell their shares pro rate to the aggregate shareholding contemplated to be sold by the 3i Funds. In the event of a sale and transfer of at least 50% of the shares in NORMA Group GmbH by 3i Funds and in the event that certain other criteria are met, participating managers are offered an equal opportunity to participate in such transaction or transactions on a pro rata basis. All proceeds from exit events are paid to participating managers by other shareholder or acquirers of the shares. If and to the extent that an employee ceases his employment before the occurrence of an exit event (so-called leaver event), the executive manager grants 3i Funds the right to purchase and acquire all of his shares (leaver shares) held at the signing or anytime thereafter in accordance with the provisions set out in the shareholders agreement. In some specified cases MABA (shareholder of NORMA Group GmbH) offers selected managers to purchase and acquire the leaver shares pursuant to the terms and conditions set forth in the shareholders agreement. The purchase price for the leaver shares will be determined, depending on the reason for leaving, as the higher or lower of the fair market value of the leaver shares or the equity investment of the leaver plus interest on these equity investments. In these cases NORMA Group has no obligation to settle the entitlements. In accordance with IFRS 2 (see also section 2) the award is treated as equity-settled. Since the executive managers had to pay the market fair value of the shares in course of the accession, the fair value of the equity-settled grant is zero and therefore no expense has to be recognised at any time (neither in case of an exit nor in case of a leaver event). In addition, no undue advantages are granted to the managers in case of an exit or leaver event which are not also granted to other shareholders.

38. TRANSITION TO IFRS Basis of transition to IFRS NORMA Group has prepared its first IFRS consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU for the year ended 31 December 2009 (the date of first- time preparation of consolidated financial statements according to IFRS 1). The date of the IFRS consolidated opening statement of financial position is 1 January 2008 (the date of transition to IFRS according to IFRS 1). According to IFRS 1, NORMA Group’s first IFRS consolidated financial statements are based on recognition and measurement principles according to standards and interpretations that are mandatory at 31 December 2009, provided these have been published effective 31 December 2009 and endorsed by the EU. These accounting and measurement principles are applied retrospectively to the date of transition to IFRS and for all periods presented within the first IFRS consolidated statements. Differences between the carrying amounts of assets and liabilities according to IFRS as of 1 January 2008, compared with those presented in the German GAAP (HGB) consolidated statement of financial position as of 31 December 2007, were recognised in equity (retained earnings) within the IFRS opening statement of financial position. As provided for by IFRS 1, NORMA Group applied certain optional exemptions from full retrospective application of IFRS. NORMA Group utilised the following exemptions granted by IFRS 1: • Business Combinations: IFRS 1 provides the option to apply IFRS 3, Business Combinations, either retrospectively or prospectively from the transition date. The retrospective basis would require restatement of all business combinations that occurred prior to the transition date. The company elected not to

F-102 retrospectively apply IFRS 3 to business combinations that occurred prior to its transition date and such business combinations have not been restated. Any goodwill arising on such business combinations before the transition date has not be adjusted from the carrying value previously determined under German GAAP as a result of applying these exemptions except as required under IFRS 1. At the date of transition goodwill must be tested for impairment. No impairment was determined. The company has not early adopted IFRS 3 Revised, and instead will adopt that standard upon its effective date which, for the company, will be January 1, 2010.

• Employee benefits exemption: IAS 19, Employee Benefits, allows certain actuarial gains and losses to be either deferred and amortised subject to certain provisions (“corridor approach”) or immediately recognised through equity. The company elected to recognise all cumulative actuarial gains and losses (and other adjustments from the transition) that existed at its Transition date in opening retained earnings for all of its employee benefit plans and to record the full net pension liability. Actuarial gains and losses arising from the date of transition will be recorded through other comprehensive income.

The following reconciliations and notes provide an overview of the effects of transition to IFRS.

Reconciliation of total equity at 1 January 2008

(all amounts in Note E thousands) German GAAP equity at 31 December 2007 ...... 61,594

Property, plant and equipment...... (1) 1,780 Interest rate swaps ...... (2) 1,150 Retirement benefit obligations ...... (3) Ϫ1,538 Provisions ...... (4) 2,882 Borrowings ...... (5) 913 Income taxes ...... (6) 1,122 Reversal of Badwill ...... (7) 12,350 Treasury shares ...... (8) Ϫ592

Other adjustments ...... 202 IFRS equity at 1 January 2008...... 79,863

Difference between German GAAP and IFRS equity at 1 January 2008...... 18,269

Reconciliation of loss for 2008 and 2009

Note 2008 2009 (all amounts in E thousands) German GAAP — Loss for the year ...... Ϫ10,886 Ϫ23,194

Property, plant and equipment ...... (1) 939 668 Interest rate swaps ...... (2) Ϫ8,442 1,488 Foreign exchange derivatives ...... (2) Ϫ734 489 Provisions ...... (4) 1,878 Ϫ5,205 Income taxes ...... (6) 2,041 57 Partial reversal of negative goodwill ...... (7) Ϫ5,304 Ϫ7,046 Unrealised FX-gains ...... (9) 1,847 1,547 Goodwill amortisation ...... (10) 9,906 11,910 Goodwill impairment ...... (10) Ϫ21,132 0 Other adjustments ...... 468 1,259 IFRS — Loss for the year ...... Ϫ29,419 Ϫ18,027

Difference between German GAAP and IFRS Loss for the year...... Ϫ18,533 5,167

F-103 Reconciliation of total equity at 31 December 2008 and 31 December 2009 Note 2008 2009 (all amounts in E thousands) German GAAP equity at 31 December ...... 58,146 33,860

Difference between German GAAP and IFRS equity at 1 January ...... 18,269 1,980 Difference between German GAAP and IFRS profit...... Ϫ18,533 5,167

Exchange differences on translating foreign operations ...... (11) 1,507 Ϫ296 Cash flow hedges, net of tax ...... (2) 0 Ϫ1,565 Actuarial gains/losses on defined benefit plans, net of tax ...... (3) 737 Ϫ18 Difference between German GAAP and IFRS — Other comprehensive income ...... 2,244 Ϫ1,879 IFRS equity at 31 December ...... 60,126 39,128 Difference between German GAAP and IFRS — total equity at 31 December ...... 1,980 5,268

Explanation of significant effects of transition to IFRS The following explanations provide an overview of the material adjustments to equity at 1 January 2008, 31 December 2008 and 31 December 2009 and profit for the year 2008 and 2009:

(1) Property, plant and equipment Under IFRS, property, plant and equipment is depreciated according to its estimated economic useful lives. Under German GAAP the depreciation period is based on schedules provided by the German tax authorities. NORMA Group analysed property, plant and equipment retrospectively concerning IFRS depreciation according to its economic useful life. As a result, property, plant and equipment retrospectively depreciated resulted in an increase in kEUR 1,780 in IFRS equity in the IFRS opening statement of financial position. These effects resulted in an increase of IFRS profit of the year 2008 by kEUR 939 and in 2009 by kEUR 688.

(2) Derivative financial instruments and hedging activities Under IFRS, derivative financial instruments held for trading are recognised as financial assets or liabilities at fair value through profit or loss and are re-measured to their respective fair values at each balance sheet date. Under German GAAP, Norma Group did not recognise changes in fair values of derivative financial instruments, as they are included in hedge accounting (“Bewertungseinheiten”) and accounted for off-balance. As per 1 January 2008, NORMA Group held interest rate swaps not designated as hedges with positive fair values of kEUR 1,150. Recognition of these items under IFRS resulted in an increase of kEUR 1,150 before tax in IFRS equity in the IFRS opening statement of financial position. At 31 December 2008, the interest rate swaps had negative fair values of kEUR 7,292. This resulted in a decrease of IFRS profit of the year 2008 by kEUR 8,442 before tax; in 2009 profit increased by kEUR 1,488. Hedge accounting under IFRS is applied from march 2009 on for the first time. Therefore, interest rate swaps formerly held for trading, were designated as cash flow hedges. Accordingly, the effective portion of changes in the fair values of interest rate swaps is recognised in other comprehensive income. This results in a decrease of other comprehensive income of kEUR 1,565 net of tax as per 31 December 2009. Foreign exchange derivatives held for trading were capitalised under IFRS with positive fair values of kEUR 5, leading to an increase in IFRS equity as per 1 January 2008. At 31 December 2008, foreign exchange derivatives showed negative fair values, resulting in a decrease of IFRS profit of the year 2008 by kEUR 734 before tax. At 31 December 2009, foreign exchange derivatives showed positive fair values, resulting in an increase of IFRS profit of the year 2009 by kEUR 489 before tax.

(3) Retirement benefit obligations IFRS as well as German GAAP require provisions for pension obligations. In particular, the differences can result from diverse actuarial assumptions and recognition method.

F-104 The adjustment resulted in a reduction of kEUR 1,538 in IFRS equity in the IFRS opening statement of financial position. NORMA Group elected to recognize all actuarial gains and losses immediately in other comprehensive income without recycling to profit or loss in subsequent periods. As a result, actuarial gains and losses are not amortised to profit or loss, rather they are recorded directly to other comprehensive income at the end of such period. In 2008 actuarial gains on defined benefit plans (net of tax) increased IFRS other comprehensive income by kEUR 737. In 2009 actuarial losses decrease IFRS other comprehensive income by kEUR 18.

(4) Provisions Under IFRS, a provision must be recognised, among other criteria, if an entity has a present obligation towards a third party. Certain provisions recognised under German GAAP did not fulfil IFRS criteria (“Aufwandsru¨ckstellungen” which are provisions for internal expenses). These provisions were not recognised in the IFRS opening statement of financial position. Further differences result from restructuring provisions. Under IFRS, a present obligation exists when, among other conditions, the company is demonstrably committed to the restructuring. Under German GAAP, provisions shall be recognised for uncertain liabilities. Therefore German GAAP generally requires a provision at an earlier stage than IFRS. The adjustment resulted in an increase in kEUR 2,882 in IFRS equity in the IFRS opening statement of financial position. IFRS profit of the year 2008 is increased by kEUR 995 and profit for the year 2009 is decreased by kEUR 5,205.

(5) Borrowings Transaction costs incurred in raising capital have been expensed under German GAAP. Under IFRS certain transaction costs have been capitalised retrospectively, resulting in an increase of kEUR 913 in IFRS equity in the IFRS opening statement of financial position. The amount recognised retrospectively is amortised in future periods on a straight-line basis, reducing IFRS profit in the following years.

(6) Income taxes Under IFRS, deferred taxes are recognised, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements and on tax losses carried forwards. Under German GAAP (according to GAS 10), deferred taxes shall be recognised on timing differences relating to items dealt with through the income statement and which, on reversal in future periods, are expected to result in tax expenses and tax reductions. Among others, the adjustments described in this section resulted in changes in temporary differences between IFRS carrying amounts and the respective tax bases. Furthermore, under IFRS deferred income taxes shall be offset if certain criteria are met. Adjustments concerning current income tax assets result from the different treatment (discount principles) of corporate tax assets (“Ko¨rperschaftsteuerguthaben gem. §37 KStG”). Accordingly, IFRS income taxes differ from those under German GAAP. The adjustment resulted in an increase in kEUR 1,122 in IFRS equity in the IFRS opening statement of financial position. IFRS profit of the year 2008 is increased by kEUR 2,041 (2009: kEUR 57).

(7) Reversal of Negative Goodwill Under German GAAP, NORMA Group recognised a negative goodwill (“badwill”) in the consolidated statement of financial position at 31 December 2007 (disclosed as a separate item subsequent to goodwill in the consolidated statement of financial position). In 2008 and 2009 negative goodwill was partially recognised in German GAAP income statement. According to IFRS, a badwill is recognised immediately by the acquirer in profit or loss, since badwill does not qualify for recognition in accordance with IFRSs in the separate statement of financial position. At the date of transition to IFRS, a badwill that results from business combinations that took place prior to date of transition is recognised in IFRS equity.

F-105 At the transition, the adjustment resulted in an increase in kEUR 12,350 in IFRS equity in the IFRS opening statement of financial position. Under German GAAP, in 2008 badwill amounting to kEUR 5,304 (2009: kEUR 7,046) was recognised in German GAAP income statement. As a result IFRS profit of the year 2008 and 2009 is decreased by this amount.

(8) Treasury Shares

Under IFRS, required own equity instruments (treasury shares) shall be deducted from equity. Under German GAAP, Norma Group recognised the shares on the asset side (treasury shares) and a corresponding reserve for own was presented in equity within retained earnings (reserve for treasury shares). The reserve for treasury shares was established from the capital reserve.

At the date of transition to IFRS, the treasury shares on the asset side are offset against the corresponding reserve for treasury shares. As a result IFRS equity is decreased by the amount of kEUR 592.

(9) Unrealised FX-Gains

Under IFRS, monetary assets and liabilities denominated in a foreign currency are translated at the closing (year-end) rate. Under German GAAP monetary assets and liabilities denominated in a foreign currency are generally translated at the closing rate if this results in the recognition of foreign currency losses.

In 2008 NORMA Group recognised in IFRS profit of the year unrealised gains amounting to 1,847 kEUR (2009: kEUR 1,547) as a result of monetary assets and liabilities currency translation in the single-entity financial statements. In German GAAP profit of the year 2008 and 2009 these effects have not been recognised.

(10) Goodwill-amortisation and Goodwill-impairment

Under IFRS, goodwill is not amortised but tested for impairment at least annually and additionally if there is an indication that goodwill may be impaired. Under German GAAP goodwill is amortised over its estimated useful life of 20 years.

In 2008 under German GAAP NORMA Group amortised goodwill amounting to kEUR 9,906 (2009: kEUR 11,910). IFRS profit of the year 2008 and 2009 is increased by this amount.

However, in 2008 the IFRS goodwill impairment test led to an impairment amounting to kEUR 21,132.

(11) Exchange differences on translating foreign operations

In particular the respective measurement differences described in this section resulted in exchange differences on translating foreign operations. These effects increased IFRS other comprehensive income 2008 by kEUR 1,507 and decreased IFRS other comprehensive income in 2009 by kEUR 296.

(12) Consolidated statement of cash flows

Due to the transition to IFRS the cash flows from operations, investing activities and financing activities differ between German GAAP and IFRS. The main difference resulted from interest paid. Under IFRS, Norma Group elected to disclose these cash flows as financing activities while under German GAAP this item was disclosed as operating activities.

Cash and cash equivalents for IFRS included several more cash equivalents than the fund used for German GAAP.

39. EVENTS AFTER THE BALANCE SHEET DATE

NORMA Group is in the process of setting-up further legal entities in order to develop its market position in growing regions. The group has started sales facilities in South Korea, Malaysia, Turkey, and a production facility in Russia. In 2010 a legal entity is setup in Thailand. In August 2010 the group acquired real estate in Serbia. In 2011 the group will start a major production facility in Serbia.

In May 2010 the group acquired 100% of the share capital of R.G.RAY Corporation for a cash consideration of mUSD 45. R.G.RAY has been producing high quality engineered clamps for over 35 years, selling them to a variety

F-106 of other sectors. The company’s headquarters and its US manufacturing facility are located in Illinois, USA. In addition, the company operates a facility in Mexico. In these two locations, R.G.RAY has 388 employees.

Further information concerning IFRS 3 disclosures is not available since the purchase price allocation process has not been finalised. In connection with the acquisition of R.G.RAY the capital reserve has been increased by mEUR 14.4.

Lars Nordin left the senior management team at the end of 2009. Mr. Nordin had built up the ABA Group, Sweden, as a brand leader for safe seal technology clamps. After merging with NORMA Group, Mr. Nordin headed the business unit Distribution Services.

Maintal, December 22 2010 NORMA Group GmbH

F-107 Independent Auditor’s Report

To NORMA Group GmbH, Maintal

We have audited the accompanying consolidated financial statements of NORMA Group GmbH which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and the notes to the consolidated financial statements as of December 31, 2009 and for the year then ended.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the group as of December 31, 2009, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.

Frankfurt am Main, December 22, 2010

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft

Dr. Ulrich Sto¨rk ppa. Stefan Hartwig Wirtschaftspru¨fer Wirtschaftspru¨fer (German Public Auditor) (German Public Auditor)

F-108 DNL 1. Beteiligungsgesellschaft mbH Maintal, Germany

Consolidated Financial Statements in Accordance with HGB (German Generally Accepted Accounting Practices) at December 31, 2008

F-109 DNL 1. Beteiligungsgesellschaft mbh Group

Consolidated Balance Sheet as at December 31st, 2008

F-110 Consolidated Balance Sheet of DNL 1. Beteiligungsgesellschaft mbH, Maintal-Hochstadt as of December 31, 2008 31.12.2008 31.12.2007 EUR EUR EUR EUR ASSETS A. Fixed assets I. Intangible fixed assets 1. Concessions, industrial and similar rights and assets, and licences in such rights and assets ...... 57,330,074 56,163,142 2. Goodwill ...... 212,208,246 222,461,911 3. Badwill ...... Ϫ7,046,274 262,492,046 Ϫ12,349,820 266,275,233 II. Tangible fixed assets 1. Land, land rights and buildings, including buildings on third-party land ...... 34,706,717 36,487,468 2. Technical equipment and machinery . . . 39,047,537 44,225,543 3. Other equipment, operating and office equipment ...... 9,025,191 8,272,510 4. Prepayment and assets under construction ...... 5,129,925 87,909,370 5,510,736 94,496,257 III. Long-term financial assets 1. Shares in affiliated companies...... 1,021,244 148,590 2. other long-term equity investments .... 433,418 266,174 3. other loans ...... 726,365 2,181,027 916,593 1,331,357 352,582,443 362,102,847 B. Current assets I. Inventories 1. Raw materials, consumables and supplies ...... 15,797,431 17,369,057 2. Work in progress ...... 8,686,505 11,319,707 3. Finished goods and merchandise ...... 29,642,665 54,126,601 30,850,890 59,539,654 II. Receivables and other assets 1. Trade receivables ...... 49,546,830 63,511,840 2. Other assets ...... 8,817,482 58,364,312 13,032,657 76,544,497 III. Securities 1. Treasury shares ...... 592,093 592,093 1. Other Securities ...... 300,712 892,805 300,712 892,805 IV. Cash-in-hand, central bank balances, bank balances and cheques 28,210,704 20,917,207 141,594,422 157,894,163 C. Prepaid expenses ...... 6,336,764 8,010,317 D. Deferred taxes ...... 2,703,462 3,529,072 503,217,091 531,536,399

F-111 31.12.2008 31.12.2007 EUR EUR EUR EUR EQUITY AND LIABILITIES A. Equity I. Subscribed capital ...... 76,250 74,550 II. Capital reserves ...... 81,649,166 79,930,866 III. Revenue reserves 1. Reserve for treasury shares ...... 592,093 592,093 IV. Translation differences ...... 5,338,954 Ϫ570,137 V. Net accumulated losses ...... Ϫ32,212,712 Ϫ21,109,158 VI. Minority interest in capital and earned results ...... 2,702,714 58,146,465 2,675,302 61,593,516 B. Special item for capital investment grants to the fixed assets 0 454,359 C. Provisions 1. Provisions for pensions ...... 8,104,117 7,830,949 2. Provisions for taxes...... 30,387,888 34,189,065 3. Other provisions ...... 23,498,211 61,990,216 23,937,493 65,957,507 D. Liabilities 1. Liabilities to banks ...... 344,228,355 348,710,579 2. Trade payables ...... 18,124,643 34,257,024 3. Liabilities to shareholders ...... 10,968,031 10,502,191 4. Other liabilities ...... 9,527,081 382,848,110 9,780,343 403,250,137 E. Deferred income...... 232,300 280,880 503,217,091 531,536,399

F-112 DNL 1. Beteiligungsgesellschaft mbH Group

Consolidated Income Statement for the period from January 1st to December 31st, 2008

F-113 Consolidated Income Statement of DNL 1. Beteiligungsgesellschaft mbH, Germany from 1st of January, 2008 to 31st of December, 2008

01.01.2008–31.12.2008 01.01.2007–31.12.2007 EUR EUR EUR EUR 1. Sales...... 457.606.193 385.186.867 2. Increase or decrease in finished goods and work in progress ..... Ϫ3.237.314 Ϫ485.942 3. Other own work capitalised ..... 404.718 197.181 TOTAL...... 454.773.597 384.898.106 4. Other operating income ...... 6.454.382 4.827.733 461.227.979 389.725.839 5. Cost of materials a) Cost for raw materials, consumables and supplies, and of purchased merchandise .... Ϫ189.195.393 Ϫ163.930.480 b) Cost of purchased services . . . Ϫ11.239.783 Ϫ200.435.176 Ϫ9.513.151 Ϫ173.443.631 6. Personnel expenses a) Wages and salaries ...... Ϫ101.207.488 Ϫ85.199.414 b) Social security, post- employment and other employee benefit costs ...... Ϫ22.390.904 Ϫ123.598.392 Ϫ16.051.635 Ϫ101.251.049 7. Amortisation and write-downs a) of intangible fixed assets, depreciation and write-downs of tangible fixed assets, and amortisation of capitalised business start-up and expansion expenses ...... Ϫ33.221.397 Ϫ24.755.412 b) write-downs of current assets to the extent that they exceed the write-downs that are usual for the corporation ...... Ϫ672.062 Ϫ33.893.459 Ϫ258.537 Ϫ25.013.949 8. Other operating expenses ...... Ϫ74.913.991 Ϫ68.002.472 28.386.961 22.014.738 9. Received Dividends ...... 242.044 217.519 10. Other interest and similar income ...... 5.632.180 1.829.809 11. Interest and similar expenses .... Ϫ32.848.496 Ϫ27.216.316 Ϫ21.474.792 Ϫ19.644.983 12. RESULT FROM ORDINARY ACTIVITIES ...... 1.412.689 2.587.274 13. Extraordinary income ...... 5.303.546 269.744 14. Extraordinary expense ...... Ϫ10.214.715 Ϫ615.003 15. Taxes on income ...... Ϫ6.453.083 Ϫ4.778.358 16. Other taxes ...... Ϫ934.404 Ϫ822.156 17. NET INCOME FOR THE FINANCIAL YEAR ...... Ϫ10.885.967 Ϫ3.358.499 18. Loss brought forward ...... Ϫ21.109.158 Ϫ17.468.645 19. Profits of the current year for not affiliated companies ...... Ϫ217.587 Ϫ282.014 20. NET ACCUMULATED LOSSES ...... Ϫ32.212.712 Ϫ21.109.158

F-114 DNL 1. Beteiligungsgesellschaft mbH Group

Notes to the Consolidated Financial Statements for the period from January 1st to December 31st, 2008

F-115 I. GENERAL INFORMATION 1. Application of the statutory regulations The group accounts of DNL 1. Beteiligungsgesellschaft mbH have been prepared in accordance with the regulations of the German Commercial Code. For structuring the profit and loss statement the total cost (nature of expense) format was selected. Due to the consolidation of the US subgroup Breeze Torca, which initially started at the 14th of November 2007, and due to high one-off costs related to the acquisitions and restructurings there is only limited comparability between business years 2007 and 2008.

2. Consolidation circle The consolidation circle comprises DNL 1. Beteiligungsgesellschaft mbH as well as 30 domestic and foreign subsidiaries where DNL 1. Beteiligungsgesellschaft mbH is entitled to the majority of voting rights. The effective date of the initial consolidation is the 1st of May 2006. Included for the first time is the newly established company NORMA Group S del RL de CV., Mexico. Following the merger of ABA Holding AB and ABA Invest AB into DNL Sweden these two companies have left the consolidation circle. Due to the merger into Torca Products Inc., NORMA US Inc. and ABA US Inc. have also left the consolidation circle.

F-116 For a detailed overview regarding the shareholdings of DNL 1 Beteiligungsgesellschaft mbH, readers are referred to the following chart. held Share Share Equity capital No. Company Registered Address by in % in % Currency in local currency in Parent in Company 01 Consolidated associated companies 01 DNL 1 Beteiligungs mbh Maintal, Germany TEUR 83.829 02 ABA China Guangzhou, China 27 100,00 100,00 TCNY 10.175 03 ABA UK Ltd. Redditch, Great Britain 08 100,00 100,00 TGBP 612 04 Breeze Industrial Products Saltsburg, USA 06 100,00 100,00 TUSD 68.219 Corporation 05 BIPC LLC (U.S.) Inc. Saltsburg, USA 04 100,00 100,00 TUSD 33.206 06 DNL 2. Maintal, Germany 21 100,00 100,00 TEUR 1.186 Verwaltungsgesellschaft mbH 07 DNL France S.A.S Briey, France 21 100,00 100,00 TEUR 10.824 08 DNL GmbH & Co KG Maintal, Germany 21 100,00 100,00 TEUR 6.568 09 DNL UK Ltd. Newbury, Great Britain 21 100,00 100,00 TGBP 3.237 10 DNL Sweden AB Stockholm, Sweden 06 100,00 100,00 TSEK 56.441 11 Fijaciones Norma S.A. Barcelona, Spain 06 54,84 54,84 TEUR 4.098 12 Jangyin Automotive Jiangyin, China 20 100,00 100,00 TCNY 6.569 Products Co., Ltd. 13 NORMA Belgium SA Mouscron, Belgium 10 99,80 100,00 TEUR 71 14 NORMA China Ltd. Qingdao, China 06 100,00 100,00 TCNY 31.659 15 NORMA Connect (ehemals Frittlingen, Germany 04 100,00 100,00 TEUR 8.824 Breeze Torca GmbH) 16 NORMA Czech, s.r.o. Hustopece, CZ 10 100,00 100,00 TCZK 94.766 17 NORMA Distribution Center Marsberg, Germany 21 94,80 100,00 TEUR 2.174 GmbH 18 NORMA Distribution France La Queue En Brie, France 07 100,00 100,00 TEUR 2.633 SAS 19 NORMA France SAS Briey, France 07 100,00 100,00 TEUR 4.120 20 NORMA Germany GmbH Maintal, Germany 21 94,90 100,00 TEUR 56.306 21 NORMA Group Holding Maintal, Germany 01 100,00 100,00 TEUR 118.623 GmbH 22 NORMA Italia SpA Gavardo, Italy 10 100,00 100,00 TEUR 2.893 23 NORMA Netherlands B.V Ter Apel, Netherlands 10 100,00 100,00 TEUR 2.202 24 NORMA Mexico 31 100,00 100,00 *) *) 25 NORMA Pacific Asia Pty. Singapore, Singapore 25 100,00 100,00 **) **) Ltd. *) 26 Norma Pacific Pty. Ltd. Melbourne, Australia 06 100,00 100,00 TAUD 6.168 27 NORMA Polska Sp. Zoo. Slawniów, Poland 06 100,00 100,00 TPLN 14.826 28 NORMA Sweden AB Anderstorp, Sweden 10 100,00 100,00 TSEK 16.418 29 NORMA UK Ltd. Newbury, England 09 100,00 100,00 TGBP 1.843 30 SCI Seran La Queue En Brie, France 10 100,00 100,00 TEUR 4 31 Torca Products (US) Inc. Auburn Hills, USA 04 100,00 100,00 TUSD 62.562 Participations 32 Groen B.V. Ter Apel, Netherlands 23 30,00 30,00 33 NORMA India not yet fully Pune, India 06 80,00 80,00 consolidated 34 NORMA Japan not yet fully Osaka, Japan 06 60,00 60,00 consolidated

*) Consolidated within Torca Products Inc. **) Consolidated within NORMA Pacific Pty. Ltd

F-117 All companies of the consolidation circle were fully consolidated. The annual accounts of all companies were prepared for the 31st December 2008. According to § 296 Sect. 2 HGB the companies in Japan and India were not consolidated due to their limited operations.

3. Consolidation principles The capital consolidation was effected according to the fair value purchase method by setting off the acquisition costs against the respective equity capital shares of the subsidiary companies at the time of their acquisition or initial consolidation The capitalized difference amounts resulting from the capital consolidation were capitalized in accordance with DRS 4. Goodwill is amortized using the straight line method over its asset depreciation range of 20 years. Also in accordance with DRS 4, bad will is dissolved against future losses such that it is effective in turns of results. Due to new information concerning the allocation of positive and negative difference amounts resulting form the initial consolidation of the ABA subgroup at the end of 2006 there is a change in the presentation for the prior year. The new positive difference amounts have been confirmed by the former auditor of the ABA subgroup. As a result the presentation of goodwill and bad will for the prior year was corrected and some bad will is dissolved against the corresponding closure costs 2008. The remaining bad will concerns to Norma Sweden as well as Norma Products US Inc. and ABA of America Inc., which were merged into Torca Products Inc. at the beginning of 2008. Debts and liabilities between the companies included in the group accounts have been set off against one another. The internal turnover as well as the other group internal revenues have been offset against the expenditures respectively incurred in relation to them. The resulting difference amounts are included in the other operative expenses / income. In relation to the consolidations affecting net income, deferred tax accounting was made in accordance with DRS-10, inasmuch as the deviating tax expenditure is likely to balance out in later years. In respect of the shares of the fully consolidated company Fijaciones NORMA S.A., Spain, that are not owned by the parent company, a corresponding balancing item for the shares owned by other shareholders will be shown.

4. Currency conversions The functional group currency is Euro. The conversion of the balance sheet and the closing values of the fixed-asset movement schedule are effected at effective date rates on the balance sheet date, with the exception of the equity capital levels at the time of initial consolidation; according to DRS-14 these are evaluated at the respective historic effective date rate. The profit and loss statement is evaluated by means of annual average rates in accordance with DRS-14. Currency differences from the net profit for the year and capital consolidation with historic effective date rates have been included in the correcting item for the equity capital.

II. EXPLANATIONS 1. Accounting policies Inasmuch as this was required, the evaluation and balancing methods of the subsidiary companies were adapted by HB II measures in order to ensure a standard balancing and evaluation within the group. Within the framework of the group accounts of DNL 1. Beteiligungsgesellschaft mbH to be prepared for the first time in 2006, and the associated first consolidations of the subsidiary companies, the intangible assets and the tangible fixed assets of the corporate group were re-evaluated according to a “fair-value method” and appropriate deferred taxes taken into account. In connection with the initial consolidation of the Breeze Torca Subgroup on the effective date 14th November 2007, the fair-value method was also used. Intangible assets were recognized at acquisition costs and amortized according to plan across the average useful life. Tangible assets were recognized at acquisition costs or manufacturing costs and reduced by regular depreciations. In addition to direct costs, the manufacturing costs also comprise overheads. Inasmuch as this was required, depreciations were effected to the lower value to be resolved. The valuation of the raw materials, consumables, supplies and merchandise was effected at average cost prices. Unfinished and finished products were stated at manufacturing costs which, in addition to the directly

F-118 attributable costs, also comprise pro rata overheads from the material and manufacturing areas. Stock risks were taken into account by appropriate value reductions. Accounts receivable and other assets were stated at nominal value. Recognizable payment risks have been taken into account by individual valuation reductions. The general payment risk as well as the pro rate interest and discount costs were taken into account by flat valuation adjustments. Within the provisions all recognizable risks and uncertain liabilities were taken into account on the basis of prudent business judgement. The provisions for pensions have been determined in accordance with actuarial principles taking into account fiscal regulations. Rights to future pension payments were carried in the balance sheet with the going concern value, and pension payment obligations were carried with the net present value. There are no deficits. Accounts payable were stated with their amounts repayable.

III. GROUP BALANCE SHEET EXPLANATIONS ASSETS A. Fixed assets The development of the fixed assets is shown on the next page. The fixed-asset movement schedule is based on the values as per January 1, 2008. The changes of the current year are shown at average rates, the final values at effective date rates on the balance sheet date. Conversion differences result from different effective date conversion rates as per December 31, 2008, as well as from the differences between effective date conversion rates deviating from average annual conversion rates. Goodwill and badwill resulting from the former ABA subgroup have been reclassified in 2008 on single company level. Prior to this, goodwill and badwill were partially netted out. Now the presentation has been completely separated. Due to comparability prior year figures for goodwill and bad will were also restated.

F-119 Statement on changes in fixed assets of DNL 1. Beteiligungsgesellschaft mbH as of 31 December 2008

Total purchase and production costs Depreciations/Amortisations/Write-downs Net value Balance Additions Disposals Transfers Exchange Rate Balance Balance Additions Disposals Exchange Rate Balance Balance Balance 31/12/2007 Jan.-Dec. ’08 Jan.-Dec. ’08 Jan.-Dec. ’08 Effects 31/12/2008 31/12/2007 Jan.-Dec. ’08 Jan.-Dec. ’08 Effects 31/12/2008 31/12/2008 31/12/2007 ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR ’000 EUR Assets I. Intangible assets 1. Concessions, industrial and similar rights and assets, and licences in such rights and assets and customer lists ...... 59,279 3,722 Ϫ71 400 2,222 65,552 3,116 5,214 Ϫ35 Ϫ72 8,222 57,330 56,163 2. Goodwill . . . . . 232,586 0 0 0 Ϫ593 231,993 10,124 9,718 0 Ϫ56 19,785 212,208 222,462 3. Badwill ...... Ϫ13,808 0 5,304 0 0 Ϫ8,504 Ϫ1,458 0 0 0 Ϫ1,458 Ϫ7,046 Ϫ12,350 Sum of intangible assets...... 278,057 3,722 5,233 400 1,629 289,042 11,782 14,931 Ϫ35 Ϫ128 26,550 262,492 266,275 II. Tangible assets 1. Land, land rights and buildings, including buildings on third-parties land ...... 71,485 833 Ϫ1,935 0 Ϫ444 69,939 34,998 2,252 Ϫ1,752 Ϫ266 35,232 34,707 36,487 2. Technical equipment and machinery . . . . 146,022 5,656 Ϫ3,935 4,745 Ϫ1,792 150,696 101,796 14,609 Ϫ3,602 Ϫ1,153 111,649 39,047 44,226 3. Other equipment, operating and office equipment . . . . 44,348 1,306 Ϫ832 1,064 Ϫ431 45,456 36,075 1,429 Ϫ753 Ϫ321 36,431 9,025 8,273 4. Prepayments and assets under construction . . . 5,511 5,920 Ϫ103 Ϫ6,210 12 5,130 000 00 5,130 5,511 Sum of tangible assets...... 267,365 13,715 Ϫ6,805 Ϫ400 Ϫ2,655 271,221 172,869 18,289 Ϫ6,107 Ϫ1,740 183,311 87,909 94,496 III. Financial assets 1. Shares in related parties ...... 149 1,021 Ϫ149 0 0 1,021 000 00 1,021 149 2. Shares in participations . . . 266 242 Ϫ75 0 0 433 000 00 433 266 3. Other financial assets ...... 957 35 0 0 Ϫ226 766 40 0 0 0 40 726 917 Sum of financial assets...... 1,372 1,298 Ϫ223 0 Ϫ225 2,221 40 0 0 0 40 2,181 1,332

Sum of assets ..... 546,794 18,735 Ϫ1,795 0 Ϫ1,250 562,484 184,691 33,221 Ϫ6,143 Ϫ1,869 209,901 352,583 362,103

B. Current assets B.II.1. Trade receivables All accounts receivable are due within a year.

B.II.2. Other assets According to changes in German corporate tax laws an imputation credit asset has been set up with an amount of KEUR 3.841 at Norma Germany GmbH. The main part of this asset is due after more than one year.

C. Deferred expenses The amount shown of KEUR 6.337 comprises capitalized discounts of KEUR 4.869, which had been activated in connection with re-financing during the acquisition of the BIPC-Subgroup in 2007 and the ABA Sweden-Subgroup in 2006.

D. Deferred tax assets (according to § 274 HGB) The position comprises deferred taxes in the amount of KEUR 2.703. This includes the difference amount resulting from partial retirement provisions of NORMA Group Holding GmbH, provisions for restructuring on

F-120 group level, tax loss carry forwards of BIPC and elimination of margins in the case of inter company material deliveries.

TOTAL EQUITY AND LIABILITIES A. Equity Capital With regard to the development of the group equity capital, reference is made to page 24. The earnings reserve has to be set up because the group owns treasury shares (§ 272 Para 4 HGB; refer to BeBiKo, § 272, No. 117 ff.).

B. Special item for capital investment grants to fixed assets Last year this item was set up in the amount of KEUR 438 at NORMA France S.A.S., and in the amount of KEUR 16 at NORMA Belgium S.A., due to French and Belgian fiscal regulations. It was released in 2008 affecting the income.

C. Provisions C.1. Provisions for pensions and similar liabilities The obligations in the amount of KEUR 8.104 have been accrued at Norma Germany GmbH (KEUR 6.281), DNL Sweden (KEUR 874), NORMA Italia (KEUR 291), NORMA France S.A.S. (KEUR 278), Norma Australia & Pacific (KEUR 254) and Breeze Industrial Products Inc. (KEUR 54).

C.2. Tax provisions This provisions in the amount of KEUR 30.388 include deferred tax liabilities in the amount of KEUR 29.064. From this amount, KEUR 21.674 have been accrued in connection with the fair value revaluation of fixed assets during the initial consolidation of the BIPC Subgroup. KEUR 7.070 concern deferred taxes from the fair value revaluation resulting from the initial consolidation of the DNL 1 Group in May 2006.

C.3. Other provisions Included in the total amount of KEUR 23.498 are provisions for vacation, guarantees, royalties, partial retirement, outstanding invoices and restructuring.

D. Liabilities D.1. Liabilities due to banks In connection with the acquisition of the BIPC Subgroup, NORMA Group was completely refinanced. The resulting new credit facility in the amount of 344 Mio. EUR is due to a group of banks whose three agents are Commerzbank AG, WEST LB and GE Corporate Finance. These liabilities are based on the following terms: 2008 KEUR until 1 year...... 11.605 1-5 years ...... 69.739 more than 5 years ...... 262.884 344.228

The loans are secured by intangible and tangible assets governed in detail in the loan agreements.

D.2. Trade payables All accounts payable are due within a year. The usual reservations of titles exist.

D.3. Liabilities to shareholders These liabilities comprise a loan of KEUR 4.658 due to 3i Deutschland GmbH, accumulated interest and a promissory note of KEUR 6.310, each of them falling due after more than 5 years.

F-121 D.4. Other liabilities

Other liabilities with the total amount of KEUR 9.527 mainly include social security (KEUR 2.733) and other non income taxes (KEUR 2.370).

All other liabilities are due within one year. For these liabilities no securities were given.

IV. EXPLANATIONS REGARDING THE GROUP PROFIT AND LOSS STATEMENT

1. Sales

Sales can be structured according to regions as follows:

2008 Mio. EUR Europe ...... 500,7 USA...... 99,0 Australia and Asia ...... 16,2 Intercompany Sales ...... Ϫ158,3 457,6

Sales can be distributed to the business divisions as follows:

2008 Mio. EUR Commercial & Passenger Vehicles ...... 261,0 Distribution & Industry ...... 198,3 Subtotal...... 459,3 Other Sales ...... 2,0 Revenue Reductions...... Ϫ3,7 457,6

4. Other operating income

Other operating income essentially includes exchange gains, reverses of provisions, income from transferring vehicles to employees and subsidies for re-employments. Other operating income does not include income relating to other periods.

8. Other operating expenses

Other operating expenses mainly include freight costs, exchange losses, legal and consultancy costs, costs for the use of temporary employees and marketing costs. Other operating expenses do not include material costs relating to other periods.

12. Extraordinary income

Extraordinary income includes the release of badwill for the closed subsidiaries in Belgium and Netherlands. The closure of these companies has caused material costs which were anticipated by the bad will.

13. Extraordinary expenses

Extraordinary expenses mainly include costs in connection with the closure of the subsidiaries in Belgium and Netherlands.

15. Taxes on income

Taxes on income include KEUR 434 deferred taxes.

F-122 V. EXPLANATIONS REGARDING THE GROUP ANNEX 1. Other financial commitments Norma Group is obliged to the following leasing/rental agreements and purchase orders: There of due Total commitments within 12 months KEUR KEUR Rents for buildings ...... 7.191 1.784 Rents for machines and vehicles ...... 4.036 1.613 Order-Liabilities ...... 2.169 2.169 13.396 5.566

2. Headcount The average number of employees for the business year 2008 was 3.416 (2007: 2.841).

3. Remunerations of the management Total remunerations of the management board:...... KEUR 3.720 Total remunerations of the supervisory board: ...... KEUR 11

4. Details on the supervisory board and the managing directors Supervisory Board: Dr. Peter Stehle, Chairman Phd. Engineering Dr. Ulf von Haacke, Deputy Chairman Investment Director Thomas Kaltenschnee, Employees’ Representative Machine fitter

Managing Directors: Bernd Kleinhens Dipl. Ingenieur Uwe Wickel (till 10th March 2009) Dipl. Ingenieur Werner Deggim Dipl. Ingenieur Dr. Othmar Belker Dipl. Volkswirt Lars Nordin Master of Science Maintal, dated 24th April 2009 DNL 1. Beteiligungsgesellschaft mbH

Werner Deggim Dr. Othmar Belker

Bernd Kleinhens Lars Nordin

F-123 DNL 1. Beteiligungsgesellschaft mbH Group

Statement of Changes in Equity to December 31st, 2008

F-124 Statement of Changes in Equity of DNL 1. Beteiligungsgesellschaft mbH, Maintal-Hochstadt, as of December 31, 2008 Parent enterprise Minority interest Accumulated other Accumulated other gains and losses gains and losses recognised directly in recognised directly in equity equity Own Equity as Minority Equity Translations/ Shares not disclosed in interest Translations/ Total Subscribed Capital earned exchange Other held for consolidation in capital and exchange Other group capital reserves by the group differences items redemption balance sheet Equity earned results differences items Equity equity TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR

Balance as of 31.12.2007 ...... 75 79,931 Ϫ21,110 Ϫ570 0 592 58,918 58,918 2,675 0 0 2,675 61,593 Proceeds from issue of shares ...... 1 1,718 1,719 1,719 0 1,719 Acquistion/redemption of own shares . . . . . 0 000 Dividends paid ...... 0 0 Ϫ141 Ϫ141 Ϫ141 Changes in reporting entity ...... 0 000 Other changes ...... 5,909 5,909 5,909 Ϫ49 Ϫ49 5,860

Group net profit or loss for the year ...... Ϫ11,103 Ϫ11,103 Ϫ11,103 218 218 Ϫ10,885 Other gains and losses ...... 0 0 0 00

Total recognised results for the group . . . . . 0 0 Ϫ11,103 0 0 0 Ϫ11,103 Ϫ11,103 218 0 0 218 Ϫ10,885

Balance as of 31.12.2008 ...... 76 81,649 Ϫ32,213 5,339 0 592 55,443 55,443 2,703 0 0 2,703 58,146

F-125 DNL 1. Beteiligungsgesellschaft mbH Group

Cash Flow Statement for the period from January 1st to December 31st, 2008

F-126 Cash Flow Statement for the period from 1st of January of December 31, 2008 2008 2007 TEUR TEUR Net result before extraordinary items ...... Ϫ5.975 Ϫ3.013 +/Ϫ Write-downs/write-ups on non-current assets ...... 33.221 25.014 + Other non cash relevant expenditures ...... 10.086 0

= Operationally Cash flows...... 37.332 22.001 +/Ϫ Increase/decrease of accruals and provisions (without extraordinary items) . . . Ϫ10.077 13.485 Ϫ/+ Profit/loss on disposals of property, plant and equipment...... Ϫ72 130 Ϫ/+ Increase/decrease of inventories, trade receivables and other assets not related to investing or financing activities ...... 26.092 Ϫ26.124 +/Ϫ Increase/decrease of trade payables and other liabilities not related to investing or financing activities ...... Ϫ16.889 11.646 +/Ϫ Receipts and payments for extraordinary items ...... Ϫ4.105 Ϫ345

= Cash flows from operating activities ...... 32.281 20.793

+ Proceeds from disposals of property, plant and equipment ...... 770 905 Ϫ Purchase of property, plant and equipment ...... Ϫ13.715 Ϫ9.427 + Proceeds from disposals of intangible assets ...... 36 0 Ϫ Purchase of intangible assets ...... Ϫ3.722 Ϫ1.811 Ϫ Acquisition of non-current financial assets ...... Ϫ54 Ϫ115 Ϫ Acquisition of subsidiaries and business units ...... Ϫ1.021 Ϫ180.250 +/Ϫ Variation of fixed assets caused by exchange rates ...... Ϫ618 0

= Cash flows from investing activities ...... Ϫ18.324 Ϫ190.698

+/Ϫ Cash proceeds/Cash repayments of shareholder loans ...... 466 3.466 + Cash receipts from issue of capital ...... 1.720 0 +/Ϫ Cash proceeds/Cash repayments of bonds/loans or short or long-term borrowings ...... Ϫ4.482 169.647 Ϫ Cash payments to owners (Acquisition of own shares) ...... 0 Ϫ592 Ϫ Cash payments to minority shareholders ...... Ϫ141 Ϫ60 +/Ϫ Variation of equity caused by exchange rates ...... Ϫ4.176 0

= Cash flows from financing activities ...... Ϫ6.613 172.461

= Change in cash funds from cash relevant transactions ...... 7.344 2.556

+/Ϫ Change in cash funds from exchange rate movements, changes in group structure and in valuation procedures for cash funds ...... Ϫ50 Ϫ338

+ Cash funds at the beginning of period ...... 20.917 18.699

= Cash funds at the end of period ...... 28.211 20.917

F-127 DNL 1. Beteiligungsgesellschaft mbH Group

Auditors’ Report

F-128 We expressed an opinion to the complete consolidated financial statements as of December 31st, 2008 and the group management report for the business year 2008 of DNL 1. Beteiligungsgesellschaft mbH, Maintal-Hochstadt, according to § 322 German Commercial Code (HGB):

Independent Auditor’s Report

We have audited the consolidated financial statements prepared by the DNL 1. Beteiligungsgesellschaft mbH Group, Germany, comprising the balance sheet, the income statement, statement of changes in equity, cash-flow statement and the notes to the financial statements, together with the group management report for the business year from 1st of January to 31st of December, 2008. The preparation of the consolidated financial statements and the group management report in accordance with German commercial law (and supplementary provisions of the shareholder agreement / articles of incorporation) are the responsibility of the parent company’s management. Our responsibility is to express an opinion on the consolidated financial statements and the group management report based on our audit.

We conducted our audit of the consolidated financial statements in accordance with § (article) 317 HGB (“Handelsgesetzbuch”: German Commercial Code) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftspru¨fer (Institute of Public Auditors in Germany, IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures.

The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit.

The audit includes assessing the assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

Without qualifying our opinion we refer to the statements in the group management report. The section on risk reporting stated that an unexpected excelleration or an unexpected prolongation of negative markets trends could have a negative impact on the Group’s financial status or covenants.

In our opinion, based on the findings of our audit, the consolidated financial statements comply with the legal requirements and supplementary provisions of the shareholder agreement / articles of incorporation and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with principles of proper accounting. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Company’s position and suitably presents the opportunities and risks of future development.

Bu¨dingen, 27th of April, 2009

RG TREUHAND Revisionsgesellschaft mbH Wirtschaftspru¨fungsgesellschaft

Michael Ludwig Ju¨rgen Lohr Wirtschaftspru¨fer Wirtschaftspru¨fer

F-129 [THIS PAGE INTENTIONALLY LEFT BLANK]

F-130 NORMA Group GmbH Maintal, Germany

Annual Unconsolidated Financial Statements (HGB) at December 31, 2010

F-131 Balance Sheet as of December 31, 2010 12/31/2010 12/31/2009 EUR EUR ASSETS A. Fixed assets I. Financial assets ...... 95,058,509.46 80,658,509.46 B. Current assets I. Receivables and other assets ...... 1,083,952.04 466,586.10 II. Securities ...... 0.00 592,093.00 III. Cash on hand, bank balances and checks...... 1,941,395.96 2,083,712.48 Total current assets ...... 3,025,348.00 3,142,391.58 98,083,857.46 83,800,901.04

12/31/2010 12/31/2009 EUR EUR EUR SHAREHOLDERS’ EQUITY AND LIABILITIES A. Shareholders’ equity I. Subscribed capital ...... 76,250.00 76,250.00 ./. Treasury shares ...... Ϫ450.00 75,800.00 II. Capital reserve ...... 96,649,166.00 81,649,166.00 III. Retained earnings ...... 450.00 592,093.00 IV. Loss carried forward...... 1,463,336.04 1,504,789.03 V. Net loss for the year ...... Ϫ150,894.58 Ϫ41,452.99 Total shareholders’ equity ...... 98,037,857.46 83,780,845.04 B. Provisions ...... 46,000.00 19,580.00 C. Liabilities ...... 0.00 476.00 - of which with a residual term of up to one year TEUR 0 (EUR 476.00 in the prior year) 98,083,857.46 83,800,901.04

Note on treasury shares

By notarial deed of the notary Dr. Dieter Karl, Munich, deed-no. 3053/K/2007 of December 20, 2007, Dr. Peter Stehle sold his shares in DNL 1 in the nominal amount of A 450.00 including a share in the capital reserve (non-preferred equity contribution) in the amount of A53,550.00 for A 592,093.00 to DNL 1, which therefore purchased treasury shares. These shares are reported as current assets. At the same time, the capital reserve was reduced in favor of a reserve for treasury shares within shareholders’ equity pursuant to Section 272 (4) HGB.

F-132 Income Statement for the Period from January 1 through December 31, 2010 01/01 through 01/01 through 12/31/2010 12/31/2009 EUR EUR 1. Other operating expenses ...... 171,945.38 72,598.20 2. Other interest and similar income of which from affiliated companies EUR 16,366.67 (EUR 9,000.00 in the prior year) ...... 21,050.80 31,145.21 3. Loss on ordinary activities ...... Ϫ150,894.58 Ϫ41,452.99 4. Net loss for the year ...... Ϫ150,894.58 Ϫ41,452.99

F-133 NORMA Group GmbH, Maintal

Notes to the Financial Statements for Financial Year 2010

F-134 General Information The present annual financial statements for the financial year from January 1 through December 31, 2010 have been prepared in accordance with the accounting principles of the German Commercial Code (HGB). In the year under review, the name of the reporting company was changed into: NORMA Group GmbH (formerly: DNL 1. Beteiligungsgesellschaft mbH). Since August 31, 2006 the company has been registered at the Hanau Local Court under HRB 91849. Except for the changes resulting from the German Accounting Law Modernization Act (BilMoG), the accounting and valuation methods remained unchanged compared to the prior year. Pursuant to Section 67 (8) Clause 1 Introductory Law to the German Commercial Code (EGHGB), the prior-year values do not have to be adjusted to the current accounting and valuation methods. According to the classification of company size under Section 267 HGB, the reporting company is a “small corporation” within the meaning of Section 267 (1) HGB. The balance sheet is classified based on the system of presentation of Section 266 HGB. The company makes use of the size-related relief provisions with regard to the classification of the balance sheet. The total cost accounting format was chosen for the preparation of the income statement. The system of presentation complies with Section 275 HGB. The company makes use of the size-related relief provisions under Section 276 HGB with regard to the classification of the income statement. The annual financial statements of the reporting company have been prepared on the basis of the accounting and valuation principles stipulated by the amended version of the German Commercial Code. In addition to these provisions, the regulations of the German Limited Liability Companies Act (GmbH-Gesetz) have been observed. In detail, this includes the following principles and methods:

Financial assets The shares in affiliated companies are stated at acquisition cost. There is no reason to recognize a lower fair market value as of the balance sheet date. The company holds all shares in the subscribed capital (EUR 25,000.00) of NORMA Group Holding GmbH, Maintal. Shareholder’s equity of NORMA Group Holding GmbH amounts to TEUR 128,054 as of December 31, 2010. The net loss for the financial year 2010 amounted to TEUR -494.

Current assets Current assets are stated at nominal value taking all recognizable risks into account.

Receivables and other assets Receivables and other assets are accounted for at nominal values. Short-term receivables denominated in foreign currencies are valued at the average spot exchange rate on the balance sheet date. Valuation of long-term receivables denominated in foreign currencies are also based on the average spot exchange rate as of the balance sheet date, though, this applies only if the average spot exchange rate as of the balance sheet date is lower than the exchange rate was at the date of transaction. The receivables mainly comprise loan receivables from NORMA Group Holding GmbH as an affiliated company in the amount of EUR 1,082,716.67. The remaining amount relates to tax refund claims from capital yields withholding tax and solidarity surcharge. Foreign currency receivables have been translated using the average spot exchange rate on the balance sheet date. All receivables and other assets have a residual term of less than one year.

Shareholders’ equity As of the balance sheet date, the company’s subscribed capital amounts to EUR 76,250.00. In implementing Section 272 (1a) HGB introduced by the BilMoG, the treasury shares that had been capitalized so far are written off as of January 1, 2010. In so doing, their nominal amount has been deducted from the subscribed capital in a pre-column on the face of the balance sheet. The difference between the nominal amount and the value at which the treasury shares have most recently been capitalized was set off against retained earnings, which solely consisted of the reserve for treasury shares. The reserve for treasury shares has been released in the amount of the treasury shares’ nominal value; the release amount was added to retained earnings.

F-135 Provisions Provisions have been set up for all other contingent liabilities. As of December 31, 2010, all recognizable risks have been taken into account. Valuation was based on the amount of the estimated or expected cost burden determined, if possible, by calculation.

Liabilities Liabilities are stated at nominal value, short-term liabilities denominated in foreign currencies are recognized at the average spot exchange rate as of the balance sheet date. Long-term liabilities denominated in foreign currencies are also measured at the average spot exchange rate as of the balance sheet date, though, this applies only if the average spot exchange rate as of the balance sheet date is higher than the exchange rate was at the date of transaction. The company did not have any liabilities as of the balance sheet date.

Other Disclosures Loans, receivables and payables to shareholders; disclosure in accordance with Section 42 (3) GmbHG Loans, receivables or payables to shareholders did not exist as of the balance sheet date.

Employees The Company did not employ any staff in the financial year.

Contingencies The company is liable, jointly with other companies of the NORMA Group, for bank loans, which are represented by the agent Commerzbank AG, in the nominal amount of EUR 345 million. In addition, the bank accounts and the shares held in NORMA Group Holding GmbH were pledged to Commerzbank AG. The risk that the company will be held liable is regarded as low, since the economic situation of the group as a whole is stable. Liquidity is ensured and the cash flow situation is sound. All in all, the group as a whole is on a growth curve.

Information with regard to the proposal on the appropriation of net income/loss In agreement with the shareholders, the management proposes that the net income/loss be appropriated as follows: The net loss for the year amounting to EUR 150,894.58 shall be carried forward onto new account.

Group affiliation and disclosure The company prepares consolidated financial statements and a group management report in accordance with Section 290 HGB. These are submitted together with the separate financial statements to the electronic Federal Gazette (Bundesanzeiger).

F-136 Information on the Executive Bodies of the Company Supervisory Board: Dr. Peter Stehle Chairman Management Consultant Dr. Ulf von Haacke Deputy Chairman Investment Director Thomas Kaltenschnee Engine Fitter Employee Representative On December 14, 2010 the management agreed to no longer appoint a supervisory board and the term of office of the supervisory board established today shall expire at once, unless, in accordance with Section 98 (2) German Stock Corporation Act (AktG), the legal entities entitled to file an application have brought legal action before the respective court pursuant to Section 98 (1) AktG within one month after the announcement has been published in the electronic Federal Gazette (Bundesanzeiger), which occurred on December 20, 2010.

Executive Managers: Werner Deggim Dipl. Ingenieur (Graduate Engineer) Dr. Othmar Belker Dipl. Volkswirt (Graduate Economist) Bernd Kleinhens Dipl. Ingenieur (Graduate Engineer)

Maintal, February 14, 2011

NORMA Group GmbH

Werner Deggim Dr. Othmar Belker

Bernd Kleinhens

F-137 Auditor’s Report To NORMA Group GmbH, Maintal: We have audited the annual financial statements, comprising the balance sheet, the income statement and the notes to the financial statements, together with the bookkeeping system, of NORMA Group GmbH, Maintal, for the business year from January 1 to December 31, 2010. The maintenance of the books and records and the preparation of the annual financial statements in accordance with German commercial law are the responsibility of the Company’s Managing Directors. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system, based on our audit. We conducted our audit of the annual financial statements in accordance with § (Article) 317 HGB (“Handelsgesetzbuch” — “German Commercial Code‘) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftspru¨fer (Institute of Public Auditors in Germany — IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with (German) principles of proper accounting are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records and the annual financial statements are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by the Company’s Managing Directors, as well as evaluating the overall presentation of the annual financial statements. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the annual financial statements comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with (German) principles of proper accounting.

Frankfurt am Main, February 14, 2011

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft

(sgd.) Dr. Ulrich Sto¨rk (sgd.) ppa. Stefan Hartwig Wirtschaftspru¨fer Wirtschaftspru¨fer (German Public Auditor) (German Public Auditor)

F-138 GLOSSARY 3i 3i Investments plc 3i Funds Certain entities managed by or under common control with 3i, namely 3i Group Investments LP, 3i Pan European Buy-Outs 2004-06 LP, 3i Europartners IVa LP, 3i Europartners IVb LP, 3i Europartners IVc LP, 3i Europartners IVk LP, 3i Parallel Ventures LP, 3i Europartners III A LP, 3i Europartners III B LP, and 3i Nordic 2002 SA, in their respective capacities as shareholders of the Company 3i Germany 3i Deutschland Gesellschaft fu¨r Industriebeteiligungen mbH AE application engineering, one of two distinct functions in NORMA Group’s innovation platform (along with product development) Americas geographic segment of NORMA Group covering North America, Central America and South America Asia Pacific geographic segment of NORMA Group covering Asia and the Pacific Ocean region BaFin German Financial Supervisory Authority (Bundesanstalt fu¨r Finanz- dienstleistungsaufsicht) Berenberg Joh. Berenberg Gossler & Co. KG, Hamburg, Germany Breeze Breeze Industrial Products Corporation, a U.S. manufacturer offering a wide range of engineered joining technology products, including worm-drive, T-bolt and V-clamps for the commercial and passenger vehicle, heavy-duty vehicle, aircraft and industrial markets, which NORMA Group acquired in 2007 clamps mild or stainless steel and used for joining and sealing primarily elastomer hoses Co-Lead Managers Berenberg and Macquarie Company NORMA Group AG, with its registered office at Edisonstrasse 4, 63477 Maintal, Germany, and registered with the commercial register maintained by the local court (Amtsgericht) of Hanau under number HRB 93582 (formerly named DNL 1. Beteiligungsgesellschaft mbH until December 3, 2010 and, from December 3, 2010 until March 14, 2011, NORMA Group GmbH) COMMERZBANK COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Germany connectors mild or stainless steel products that also contain partially elastomer gaskets, used for connecting and sealing metal and thermoplastic pipes Craig Assembly Craig Assembly Inc., a U.S. supplier of industrial quick connectors, quick connect components and molded injection products and tools, which NORMA Group acquired in December 2010 Deutsche Bank Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany DIN German Institute for Standardization (Deutsches Institut fu¨r Normung e.V.), the German national organization for standardization headquar- tered in Berlin, Germany DS the distribution services way to market for NORMA Group’s products, focusing on high-quality, standardized, branded engineered joining technology solutions EC European Community EEA European Economic Area

G-1 EJT the Engineered Joining Technologies way to market for NORMA Group’s products and solutions, focusing on innovative and customized engineered joining solutions for use in the production of industrial end products EMEA geographic segment of NORMA Group covering Europe, the Middle East and Africa engineered joining technologies general term for the business in which NORMA Group is active, including both of its distinct ways to market, EJT and DS EU European Union euro, A the legal currency of the euro area countries of the economic and monetary union of the EU, including Germany and Luxembourg FIMANE FIMANE Limited, Cyprus fluid conveyance systems/quick special thermoplastic fluid-handling and quick-connect solutions that connectors speed up assembly and can replace or partially replace elastomer hoses GAAP generally accepted accounting principles in the relevant jurisdiction at the relevant time, as the context requires GBP British Pound, the legal currency of the United Kingdom GDP Gross domestic product Global Excellence Program NORMA Group’s management-driven program for continuous improvement of processes throughout its business Goldman Sachs Goldman Sachs International, London, United Kingdom Group NORMA Group AG and its subsidiaries on a consolidated basis HGB German Commercial Code (Handelsgesetzbuch) HVAC heating, ventilation and air conditioning IFRS International Financial Reporting Standards as adopted by the EU ISO International Organization for Standardization with headquarters in Geneva, Switzerland ISO 14001 One of the 16 voluntary international ISO 14000 standards designed to assist companies in reducing their negative impact on the environment joining technologies general term for the broad market for products and solutions for joining and connecting parts of larger systems or end products, a small subset of which is the engineered joining technologies business in which NORMA Group is engaged Joint Global Coordinators COMMERZBANK, Deutsche Bank and Goldman Sachs Launch Agreement the Launch Agreement, dated as of March 25, 2011, by and among the Company, the Selling Shareholders and the Underwriters MABA MABA S.à r.l., Luxembourg Macquarie Macquarie Capital (Europe) Limited, Frankfurt am Main, Germany Management Board the management board (Vorstand) of the Company Management Board Shareholders collectively, certain members of the Management Board, namely Werner Deggim, Dr. Othmar Belker, Bernd Kleinhens and John Stephenson, in their respective individual capacities as shareholders of the Company NORMA Pennsylvania NORMA Pennsylvania Inc. (formerly Breeze Industrial Products Corporation), Saltsburg, Pennsylvania, USA NORMA Spain Fijaciones NORMA S.A., Barcelona, Spain

G-2 OEM original equipment manufacturer

OHSAS 18001 Anglo-american occupational health and safety standards intended to be compatible with the ISO 9000 and 14000 standards

Other Individual Shareholders collectively, certain persons who are not members of the Management Board or Supervisory Board, namely Craig Stinson, Scott T. Cassel, Jan Schultheiss, Michael E. Russell, Terry C. Graessle, Gregory A. Reppuhn and Ryhman Invest AB, in their respective individual capacities as shareholders of the Company

Paying Agent Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60311 Frankfurt am Main, Germany, in its role as paying agent in respect of the offering

PD product development, one of two distinct functions in NORMA Group’s innovation platform (along with application engineering)

PwC PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspru¨fungsgesellschaft

R.G. Ray R.G. Ray Corporation, a U.S. manufacturer of high-quality engineered clamps for engines, pumps and filter systems in the fields of aviation, commercial vehicles and various other industrial applications, which NORMA Group acquired in May 2010

Regulation S Regulation S under the Securities Act

Rule 144A Rule 144A under the Securities Act

Ryhman Invest Ryhman Invest AB, Sweden

Securities Act U.S. Securities Act of 1933, as amended

SEK Swedish Kronor, the legal currency of Sweden

Selling Shareholders The 3i Funds, FIMANE, the Management Board Shareholders, the Supervisory Board Shareholders and the Other Individual Sharehol- ders, collectively, in their respective capacities as shareholders of the Company immediately prior to the offering

Shareholder Loan Agreement the Shareholder Loan Agreement, dated as of March 17, 2006, by and among NORMA Group Holding GmbH and certain of the 3i Funds, as amended on December 31, 2007.

Supervisory Board the supervisory board (Aufsichtsrat) of the Company

Supervisory Board Shareholder Dr. Christoph Schug, in his individual capacity as shareholder of the Company

Underwriters the Joint Global Coordinators together with the Co-Lead Managers, jointly

Underwriting Agreement Underwriting Agreement, expected to be dated as of April 6, 2011, by and among the Company and each of the Underwriters

U.K., United Kingdom the United Kingdom of Great Britain and Northern Ireland

U.S., United States the United States of America

US$, U.S. dollar the legal currency of the United States

VAT Value Added Tax

VDA standards quality standard developed by the Verband der Automobilindustrie e.V., a group representing the German automobile industry

G-3 RECENT DEVELOPMENTS AND OUTLOOK

RECENT DEVELOPMENTS IN OUR BUSINESS Conversion of Company into Stock Corporation On March 9, 2011, the Company’s general shareholders’ meeting approved a resolution to increase the Company’s share capital from its own resources from A76,250 to A25,010,000. On the same date, the shareholders resolved to change the legal form of the Company from a limited liability company into a stock corporation with a registered share capital in the amount of A25,010,000 divided into 25,010,000 registered shares with no par value and a notional value of A1.00 per share. Both the capital increase and the change in legal form were registered with the commercial register on March 14, 2011. For more information, see “Description of Share Capital — Provisions Relating to the Share Capital of the Company”. In a general shareholders’ meeting of the Company planned for April 6, 2011, it is expected that the shareholders will approve a resolution regarding the redemption of all treasury shares currently held by the Company by decreasing the registered share capital of the Company from A25,010,000 by A147,600 to A24,862,400 in the simplified procedure set forth in Section 237 para. 3 to 5 AktG. The capital decrease will become effective upon registration with the commercial register which is anticipated to take place on April 7, 2011.

Acquisition of Remaining Shares in NORMA Spain On January 5, 2011, we acquired the remaining 45.16% of the outstanding shares of Fijaciones NORMA S.A., Barcelona, Spain (“NORMA Spain”). As a result of this share acquisition, we now own 100% of the outstanding shares of NORMA Spain.

Refinancing On or about March 24, 2011, the Company signed the New Facilities Agreement, which enables the NORMA Group to repay the existing Senior Facilities Agreement and Mezzanine in the event of the offering. In addition to provisions designed to enable the offering with a financial structure appropriate to a publicly traded company, it contains a large number of changes that give the Group greater flexibility under its loan agreements for the time following the refinancing. In particular, the proposed (partial) repayment of the Facility Agreement in connection with the offering will lead to a lower amount of total debt with a positive impact on the interest expenses, even though this effect will be partially offset by higher margins on the remaining debt under the New Facilities Agreement which will apply after the offering. See “Business — Material Contracts — Senior Facilities Agree- ment”, “Business — Material Contracts — Mezzanine Facility Agreement” and “Business — Material Con- tracts — New Facilities Agreement”. The changes are subject to the successful completion of the offering and the satisfaction of some additional customary conditions precedent. The transaction costs incurred in connection with this refinancing of the syndicated loans include some costs which are also related to the offering (see “Reasons for the Offering and Use of Proceeds”) and others which occur of the refinancing only. The pure refinancing costs will be netted with the borrowings; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. This new post-IPO financing structure is intended to provide our Group with substantial additional financial and strategic flexibility.

No Further Material Recent Developments Except for the developments mentioned in the preceeding paragraphs, no material change affecting the financial condition or competitive position of our Group has occurred since December 31, 2010.

OUTLOOK Supported by a continued favourable economic environment and sustained growth in our major regional and customer end markets, we believe we will be able to achieve our business objectives for the first quarter 2011 and increase revenues compared with the first quarter of 2010. Furthermore, we aim to further increase our profitability. Based on the development of our revenues, profitability, new order intake and order backlog through January and February 2011, we currently believe we are in a good position to achieve these objectives. We further anticipate that trends in demand will generally be positive in both Engineered Joining Technology and Distribution Services, with

O-1 particular growth coming from emerging markets such as China and India, in which we have improved our positioning in recent years. We anticipate that our revenues will grow in 2011, including revenue growth resulting from from the full-year consolidation of our two 2010 acquisitions, R.G.Ray (which was consolidated only for the last 8 months of 2010) and Craig Assembly (which had no significant impact on our income statement in 2010 because we required it at the end of December 23, 2010). In the medium term, we believe the introduction of new emission regulations (e.g., Euro VI for commercial vehicles in 2013 and for passenger vehicles in early 2014) should to lead to above average end-market growth rates in 2012 and 2013 in the passenger vehicle and commercial vehicle end markets we serve, and we believe we could begin to see positive developments from these drivers as early as in the coming year, since many of our customers are already working on their next-generation products to address these tighter emission regulation. We also expect that several of our customers will launch new products ahead of the entry into force of the new regulations, especially in our agricultural equipment, engine- and vehicle-related customer end markets. Given the long and collaborative development processes for these new customer products, we believe we already have a good visibility on the joining technology content of such upcoming product generations. We also anticipate growth opportunities particularly from our fluid conveyance products and solutions (which are designed to lower emissions and leakage and reduce weight) in 2012 and 2013. In addition to continued growth momentum from emerging markets, including China and India, we also expect to see a rebound in the U.S. vehicle market. In the medium term, we expect favourable megatrends to lead to significantly higher engineered joining technology content per unit per customer end product, generating sustainable attractive growth rates for engineered joining technology. In order to achieve our growth targets, we will continue to exploit beneficial megatrends with innovative, mission-critical products, continue our global expansion to benefit from regional growth opportunities, enter new end markets for value-added engineered joining technologies in which we currently have limited or no market presence, and broaden and deepen our customer base in our Distribution Services way-to-market. With regards to profitability, we currently expect a further increase subject to a sustained favorable market environment. In particular, we expect margin increases partially driven by lower costs as a percentage of sales based on economies of scale, cost efficiency messures, the continued implementation of our continuous improvement programs and increased production in low-cost countries. Acquisitions have been an integral part of our growth strategy, and we will continue to identify worthwhile investments and possibilities for further consolidation of the fragmented markets for engineered joining technologies. For example, we have identified an interesting mid-sized target with annual revenues of approximately A12 million that we believe could help strengthen our clamp and connect profile in Europe, and we currently believe it is a strong possibility that we could complete the acquisition of this company within the first half of 2011. More generally, we will continue to invest into the expansion of our business to support our anticipated revenue growth and will continue to evaluate synergetic add-on acquistions in the still-fragmented engineered joining technology market, while remaining focused on our target to maintain a relatively conservative balance sheet structure.

O-2 SIGNATURE PAGE

Maintal, Frankfurt am Main, London, March 25, 2011 NORMA Group AG Signed by: Werner Deggim Signed by: Dr. Othmar Belker

(Chief Executive Officer) (Chief Financial Officer)

COMMERZBANK Aktiengesellschaft Deutsche Bank Aktiengesellschaft

Signed by: Alexander Metz Signed by: Foruhar Madjlessi

Signed by: Jens Giersberg Signed by: Matthias Ho¨hne

Goldman Sachs International

Signed by: Christopher Droege

Macquarie Capital (Europe) Limited Joh. Berenberg Gossler & Co. KG

Signed by: Christopher Droege Signed by: Foruhar Madjlessi

Signed by: Matthias Ho¨hne

Goldman Sachs on behalf of Macquarie Deutsche Bank on behalf of Berenberg

U-1