Especificaciones

G^ENERALP^ROVISIONSR^{ELATING TO}P^ROFITALLOCATION ANDD^IVIDENDP^AYMENTS

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.

D^IVIDENDP^{OLICY AND}E^ARNINGSP^ERS^HARE

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”.

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

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

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

(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 toA150.0 million (assuming pricing at the low-point of the price range). The estimated costs related to the offering totalA16.2 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 toA138.9 million, due to the fact that the Company has already recognizedA5.1 million of costs related to the offering in 2010 through retained earnings (no cash outflow). The effect on the Company’s equity ofA138.9 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 ofA0.9 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 ofA16.2 million (excluding costs related to the refinancing;

assuming pricing at the low-point of the range) are divided intoA5.3 million of underwriting commissions, and A2.2 million other IPO-related fees which will be recorded as reduction of capital reserve, andA8.7 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) TheA65.4 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 ofA68.4 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 ofA5.6 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) TheA6.7 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 totaledA76,250. Pre-IPO, the Company has increased its share capital to A25,010,000 from capital reserve and subsequently cancelled treasury shares ofA147,600.

(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 toA229,736 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 toA248,782 thousands and total capitalization to A636,994 thousands.

(14) Capitalization (total) is the sum of current liabilities, non-current liabilities and total equity.

INDEBTEDNESS

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

(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 toA150.0 million (assuming pricing at the low-point of the range). The costs related to the offering totalA16.2 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 toA138.9 million, due to the fact that the Company has already recognizedA5.1 million of costs related to the offering in 2010 through retained earnings (no cash outflow).

The effect on the Company’s equity ofA138.9 million splits into A7.9 million that will be booked under subscribed capital, A135.5 million under capital reserve, and a negativeA4.5 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 ofA0.9 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 ofA16.2 million (excluding costs related to the refinancing; assuming pricing at the low-point of the range) are divided intoA5.3 million of underwriting commissions, and A2.2 million other IPO-related fees which will be recorded as reduction of capital reserve, andA8.7 million of other expenses which will be recorded in retained earnings (A3.6 million will be recorded as an expense in the current period, andA5.1 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) TheA65.4 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 totalingA7.5 million will be paid. For more information, see “Recent Developments and Outlook — Refinancing”.

(5) The Company’s cash balance as of December 31, 2010 ofA30.4 million includes restricted cash of A1.3 million. In addition, the Company also has recordedA397 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”.

(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 toA198,769 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 ONW^ORKINGC^APITAL

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