Descripción de la Aceituna como producto

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 representa-tive (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 . . . . Chairman

58 March 9, 2011⁽¹⁾ March 31, 2015 Chief Executive Officer 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

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.

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 fromA25,010,000 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 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 toA20.0 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

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 ApproximatelyA260,000⁽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):

Name

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 commence-ment 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.