Independent Auditor's Report

To Beiersdorf Aktiengesellschaft

Report on the audit of the consolidated financial statements and of the group management report

Audit Opinions

We have audited the consolidated financial statements of Beiersdorf Aktiengesellschaft, Hamburg, and its subsidiaries (the Group), which comprise the consolidated balance sheet as at December 31, 2022, and the consolidated income statement, consolidated statement of comprehensive income, consolidated cash flow statement and consolidated statement of changes in equity for the fiscal year from January 1 to December 31, 2022, and notes to the consolidated financial statements, including a summary of significant accounting policies. In addition, we have audited the group management report of Beiersdorf Aktiengesellschaft, which is combined with the management report of the company, for the fiscal year from January 1 to December 31, 2022. In accordance with the German legal requirements we have not audited the components of the group management report stated in the annex.

In our opinion, on the basis of the knowledge obtained in the audit,

• the accompanying consolidated financial statements comply, in all material respects, with the IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315e (1) of the German Commercial Code (HGB) and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2022, and of its financial performance for the fiscal year from January 1 to December 31, 2022, and
• The attached Group Management Report provides an accurate picture of the Group’s position overall. In all material respects, this Group Management Report is consistent with the consolidated financial statements, complies with German legal requirements, and suitably presents the opportunities and risks associated with the company’s future performance. We have not issued an audit opinion on the components of the Group Management Report referred to in the Annex.

Pursuant to Sec. 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the group management report.

Basis for the audit opinions

We conducted our audit of the consolidated financial statements and of the group management report in accordance with Sec. 317 HGB and the EU Audit Regulation (No 537/2014, referred to subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements and of the group management report” section of our auditor’s report. We are independent of the Group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the consolidated financial statements and on the group management report.

Key audit matters in the audit of the consolidated financial statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the fiscal year from January 1 to December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters.

Below, we describe what we consider to be the key audit matters:

1) Recognizing revenue from the sale of goods and products

Reasons why the matter was determined to be a key audit matter

The consolidated financial statements of Beiersdorf Aktiengesellschaft recognize revenue from the sale of goods and products, less discounts, customer bonuses, and rebates, and taking into account returns, when control over the goods and products has transferred to the customer. Considerations payable to trading partners are also deducted from revenue in those cases in which the consideration is not matched by a distinct product or service supplied and its fair value can be estimated reliably. Given the large number of different contractual arrangements and the judgment to be exercised as regards determining rebates, customer bonuses, discounts, and the terms and conditions of returns, there is an elevated risk of material misstatement in the recognition of revenue from the sale of goods and products on an accrual basis. Auditing of the recognition of revenue from the sale of goods and products was therefore one of the key audit matters.

Auditor’s response

As part of our audit, we examined the accounting policies applied in the consolidated financial statements of Beiersdorf Aktiengesellschaft for the recognition of revenue from the sale of goods and products using the criteria defined in IFRS 15. We walked through the process for revenue recognition implemented by the executive directors of Beiersdorf Aktiengesellschaft for the Beiersdorf Group and the accruals for expected rebates, customer bonuses, discounts, and expected returns using selected transactions from order receipt to recognition in the consolidated financial statements, and tested and evaluated the effectiveness of controls implemented in this process. Moreover, we performed an examination on a test basis to determine whether the contractually agreed and awarded rebates, customer bonuses, and discounts, actual returns, as well as payments to trading partners without identifiable consideration were deducted from sales revenue on an accrual basis. In addition, we analyzed the calculation of still expected returns of goods and products and their deduction from sales revenue by comparing the plan and actual figures for the assumptions made in previous years, taking into account the contractual agreements made with customers. To prove the existence of sales revenue, we performed, among other things, an examination with the aid of data analyses to establish whether it led to the recognition of trade receivables and whether these receivables were in turn settled by payments received. We examined postings in December 2022 which involved large amounts compared with the average for the year in order to determine whether there were irregularities in respect of the accruals principle.

Our audit procedures did not give rise to any reservations in respect of the recognition of revenue from the sale of goods and products.

Reference to related disclosures

For the accounting policies applied in relation to the recognition of revenue from the sale of goods and products and for the associated disclosures on the exercise of judgment, we refer to the information in the notes to the consolidated financial statements, section “Significant Accounting Policies” in the chapter of the same name.

2) Current and deferred income taxes, import sales taxes and customs duties

Reasons why the matter was determined to be a key audit matter

The Beiersdorf Group operates its business activities in countries with different local tax and customs law, with the associated complexity in relation to the recognition of current and deferred income taxes and the accounting treatment of risks from import sales taxes and customs duties, namely the transfer prices applied, intragroup financing, and changing tax and customs laws. The calculation of provisions for income tax liabilities, the calculation of deferred tax items, and the accounting treatment of risks from import sales taxes and customs duties require the executive directors of Beiersdorf Aktiengesellschaft to exercise significant judgment in evaluating tax- and customs-related matters and to estimate tax and customs law risks as well as the recoverability of deferred tax assets.

Given the risks and their potential impact on the consolidated financial statements from current and deferred income taxes and from import sales taxes and customs duties, the complexity of the individual matters and the existing discretion in exercising judgment, auditing the current and deferred income taxes and import sales taxes and customs duties was one of the key audit matters.

Auditor’s response

As part of the audit, we obtained an understanding of the Beiersdorf-Group’s processes for assessing tax and customs law risks. As part of these processes, the executive directors of Beiersdorf Aktiengesellschaft regularly engage external tax experts to provide professional statements on individual matters. We involved our tax and customs experts with knowledge of the relevant local tax and customs law for the countries in question to evaluate the tax- and customs-related assessments made by the executive directors of Beiersdorf Aktiengesellschaft, taking into account any professional statements from external experts where these had been provided. We also examined the correspondence with the competent tax and customs authorities and the latest status of ongoing appeal proceedings and court cases. We examined the assumptions used to calculate current income tax provisions and deferred taxes and to account for risks from import sales taxes and customs duties, taking particular account of the transfer prices used, on the basis of our knowledge and experience of the current application of the relevant legal provisions by authorities and courts. We examined the assumptions about the recoverability of deferred tax assets on tax loss carryforwards and temporary differences by testing the plausibility of the underlying forecasts using the development of the relevant companies’ results over recent years and publicly available information on the expected development of the markets concerned. We also evaluated the information in the notes to the consolidated financial statements of Beiersdorf Aktiengesellschaft on current and deferred income taxes and risks from import sales taxes and customs duties.

Our audit procedures did not give rise to any reservations in respect of the recognition of current and deferred income taxes or the accounting treatment of risks from import sales taxes and customs duties.

Reference to related disclosures

For information on the accounting policies applied to current and deferred income taxes and the presentation of risks arising from import sales taxes and customs duties, as well as related disclosures on management discretion and sources of estimation uncertainty, please refer to the disclosures in the Notes to the consolidated financial statements in the “Basis of Preparation and Methods” section under “Significant accounting policies,” in the “Notes to the Income Statement” section under Note 09, and in the “Other Disclosures” section under Note 30.

3) Legal disputes in connection with concluded antitrust proceedings

Reasons why the matter was determined to be a key audit matter

In October 2016, a lawsuit was filed against Beiersdorf Aktiengesellschaft by the insolvency administrator of Anton Schlecker e. K. i.I., Ehingen (Donau), seeking damages in connection with German antitrust proceedings concluded in 2013. In addition to Beiersdorf Aktiengesellschaft, the lawsuit was also filed against six other companies. The total value of the claim filed jointly and severally by the insolvency administrator of Anton Schlecker e. K. i.I., Ehingen (Donau), against all defendants amounts to approximately 200 million euros plus interest. This lawsuit was dismissed by the court of first instance in fiscal 2018 and by the court of second instance in fiscal 2020, without the possibility to appeal to Germany’s Federal Court of Justice (BGH), the country’s supreme court. The insolvency administrator of Anton Schlecker e. K. i.I., Ehingen (Donau), has filed appeal against this denial of leave to appeal with the BGH against the judgment rendered by the court of second instance. In response to the plaintiff’s appeal against the denial of leave to appeal, the BGH granted leave to appeal without stating any reasons in January 2022. The BGH granted the appeal against the denial of leave to appeal, reversed the decision by the court of second instance, and referred the case back for a new hearing. In connection with the aforementioned concluded antitrust proceedings, further domestic and foreign customers of the Beiersdorf Group filed claims for damages against companies of the Beiersdorf Group in fiscal years 2016 and 2017, respectively, or asserted claims for damages out of court. Due to the existing uncertainties, the presentation of the legal risks arising from the claims for damages asserted in the consolidated financial statements requires Beiersdorf Aktiengesellschaft’s legal representatives to exercise significant discretion in assessing whether and to what extent a potential loss has been incurred, and with regard to the extent of any potential claim arising from joint and several liability. In determining the extent of a possible loss, they have, in particular, considerable discretion with respect to the assumptions regarding what is known as the “overcharge” and the “pass-on rate.” The “overcharge” corresponds to the percentage difference between the prices actually seen on the market and the prices expected in the absence of a cartel. The “pass-on rate” corresponds to the percentage extent to which price increases by suppliers were passed on to customers.

Given the risks and potential impact on the consolidated financial statements from the legal disputes in connection with the concluded antitrust proceedings, the complexity of the individual matters, and the existing discretion in exercising judgment, auditing the legal disputes in connection with concluded antitrust proceedings was one of the key audit matters.

Auditor’s response

We obtained an understanding of the Beiersdorf Aktiengesellschaft’s processes for assessing legal risks. As part of these processes, the executive directors of Beiersdorf Aktiengesellschaft commissioned external lawyers to provide professional statements evaluating the legal basis for the claims filed and the potential joint and several liability, as well as reports from external experts calculating the extent of potential damages. We obtained confirmations from the external lawyers commissioned by Beiersdorf Aktiengesellschaft. We critically examined and evaluated these confirmations and supplementary internal documentation of Beiersdorf Aktiengesellschaft to ascertain whether there were possible changes from the original risk assessment and in the calculation of possible damages. Supported by our legal experts, we examined the existing claims for damages, statements of defense, replies to the statements of defense, court rulings by the court of first instance, and other correspondence to determine whether these had been taken into account in the original risk assessment by the executive directors of Beiersdorf Aktiengesellschaft. Furthermore, we obtained an understanding of the original calculation of possible damages, and particularly of the assumptions based on econometric models in relation to the amount of the overcharge and the level of the pass-on rate, by evaluating the external expert’s methodology with the external expert. We also evaluated the professional qualifications, skills and objectivity of the external expert. In addition, our audit procedures involved assessing the disclosures in the notes to the consolidated financial statements of Beiersdorf Aktiengesellschaft on the legal risks arising from the damages claims filed.

Our audit procedures did not give rise to any reservations in respect of the accounting treatment of the legal risks arising from legal disputes in connection with antitrust proceedings already concluded.

Reference to related disclosures

For the disclosures concerning legal risks in connection with one concluded case of antitrust proceedings, we refer to the information in the notes to the consolidated financial statements, note 30 in the chapter “Other Disclosures.”

4) Accounting for the acquisition and impairment of goodwill of the Chantecaille Group

Reasons why the matter was determined to be a key audit matter

Beiersdorf Inc., Stamford, USA, a wholly owned subsidiary of Beiersdorf Aktiengesellschaft, acquired Chantecaille Beaute Inc., New York, USA (hereinafter referred to as the Chantecaille Group) on February 1, 2022 (the “acquisition date”). Since then, Beiersdorf Aktiengesellschaft has indirectly held 100% of the shares in the Chantecaille Group via its affiliates. The acquisition was accounted for in accordance with “IFRS 3 – Business Combinations” on the basis of the completed purchase price allocation.

In this case, the acquired identifiable assets and liabilities are recognized at fair value as of the acquisition date. Goodwill is recognized as the remaining portion of the purchase price that is not allocated to the identifiable assets acquired and liabilities assumed in the purchase price allocation. The goodwill resulting from the initial consolidation, as well as the identifiable assets and liabilities acquired, become part of a cash-generating business unit of the Beiersdorf Group.

Certain identifiable assets acquired, in particular brand names and customer relationships, do not have fair values that can be observed on the market. As a result, complex, assumption-based valuation models are therefore used to determine the corresponding fair values as part of the purchase price allocation at the time of initial consolidation and as part of the impairment test as of the reporting date. The valuation of these assets is therefore highly dependent on estimates of future cash flows and the weighted average cost of capital used, and is subject to considerable uncertainty due to the assumptions that have to be applied and the broad scope for discretion.

In light of the underlying complexity of the valuation models, which, among other aspects, play a key role in the allocation of the purchase price, and the existing estimation uncertainties and scope for discretion, as well as the materiality of the Chantecaille Group’s goodwill for the Beiersdorf Group’s net assets, financial position, and results of operations, and the associated significant risk of material misstatement, the accounting treatment of the acquisition and the recoverability of the Chantecaille Group’s goodwill were among the most significant audit matters addressed in the course of our audit.

Audit Procedure

As part of our audit, we analyzed the processes implemented by the legal representatives of the Beiersdorf Group to plan future expected cash flows, to determine the fair values of assets as of the date of initial consolidation, and to test the recoverability of goodwill as of the reporting date in order to identify potential risks of error and to obtain an understanding of the steps they took in this process. Our audit procedures relating to the purchase price allocation, wherein we drew on the expertise of our internal valuation experts, included, among other measures, assessing the methodological and computational approach taken by the external appraiser engaged by the legal representatives to identify and value the assets acquired as well as the liabilities assumed and to determine the value of goodwill in accordance with the requirements of IFRS 3. We assessed the plausibility of the expected future cash flows used for the purchase price allocation and the goodwill impairment test on the basis of past earnings and the information provided to us by the Beiersdorf Group’s legal representatives regarding the expected future performance of the Chantecaille Group. Similarly, we also assessed the forecasts for expected future cash inflows and outflows by comparing them with the Group’s internal system-based budget planning and by reviewing the expectations of analysts and industry associations with respect to general economic and market-specific developments. Where available, a random comparison of historical planning data with actual results was carried out to assess planning accuracy. Furthermore, we reconciled the budget plans approved by the Executive Board with the assessments presented to us.

In addition, we assessed the competence, skills, and objectivity of the appraiser engaged by the legal representatives to perform the purchase price allocation. In addition, with the assistance of internal valuation specialists, we analyzed the assumptions and discretionary estimates used in the purchase price allocation (in particular growth rates, cost of capital rates, royalty rates, and remaining useful lives) to determine the fair values of the identifiable assets acquired (in particular the acquired customer relationships and the brand name) to determine whether they correspond to general economic parameters and industry-specific market expectations. We compared the assumptions regarding the underlying cost of debt, among other factors, with current interest rate trends; with regard to the cost of equity, we assessed the beta coefficient applied, in particular via the composition of the peer companies used, and compared the interest rate on equity with available market data.

With respect to the recoverability of the goodwill of the Chantecaille Group, we assessed the composition of the carrying amounts of the cash-generating unit for completeness, in particular using the criteria defined in IAS 36. Furthermore, we performed an audit of the calculation of the carrying amounts of the cash-generating unit and its inclusion in the consolidated financial statements. We also audited the comparison of the recoverable amount to the carrying amount of the cash-generating unit. In order to understand the potential impact of changes in the calculation parameters applied as well as in the expected cash flows to the recoverable amount and therefore to assess a possible impairment risk, we assessed the level of uncertainty of future financial surpluses based on scenarios and ranges of results and also performed our own sensitivity analyses to verify our client’s result.

Further, we examined the disclosures in the Notes to the consolidated financial statements regarding the acquisition of the Chantecaille Group in accordance with IFRS 3 and regarding the recoverability of goodwill in accordance with IAS 36 with respect to the requirements resulting from the IFRS rules.

Ultimately, our audit procedures did not give rise to any reservations regarding the accounting treatment of the acquisition or the recoverability of the goodwill recognized upon initial consolidation of the Chantecaille Group.

Reference to Related Information

With regard to the disclosures and accounting policies applied to the acquisition of the Chantecaille Group, please refer to the section “Scope of consolidation, acquisitions and divestments” in the subsection “Significant acquisitions” in the notes to the consolidated financial statements. For information on the recoverability of the goodwill arising from the initial consolidation, please refer to the disclosures in the notes to the consolidated financial statements in the section “Intangible assets” under Note 11.

Other information

The Supervisory Board is responsible for its own report. The executive directors and the Supervisory Board are responsible for the declaration on the German Corporate Governance Code in accordance with Sec. 161 of the German Stock Corporation Act (AktG), which is part of the Group’s Corporate Governance Statement, and for the remuneration report in accordance with Sec. 162 AktG. The executive directors are responsible for the remaining other information. Other information comprises the components of the group management report stated in the annex, as well as the other components of the annual report, with the exception of the audited consolidated financial statements, the group management report and our related auditor’s report, in particular the Executive Board’s Responsibility Statement in accordance with Sec. 297 (2) sentence 4 HGB, the report by the Supervisory Board in accordance with Sec. 171 (2) AktG, and the sections “Magazine,” “Letter from the Chairman,” and “Beiersdorf’s Shares and Investor Relations” in the annual report. We had obtained a version of this other information by the time this auditor’s report was issued.

Our opinions on the consolidated financial statements and on the group management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit, it is our responsibility to read the other information and to assess whether the other information is:

• Materially inconsistent with the consolidated financial statements, the Group Management Report or our knowledge obtained in the course of the audit, or
• Otherwise materially misrepresented.

If, on the basis of the activities that we have performed, we conclude that there has been a material misstatement of this other information, we are obliged to report that fact. We have nothing to report in this respect.

Responsibilities of the executive directors and the Supervisory Board for the consolidated financial statements and the group management report

The legal representatives are responsible for the preparation of the consolidated financial statements, which comply in all material respects with IFRS as adopted by the EU and the additional requirements of German law pursuant to Section 315e(1) of the German Commercial Code (HGB), and for being satisfied that the consolidated financial statements present a true and fair view of the net assets, financial position, and results of operations of the Group in accordance with these requirements. Furthermore, the legal representatives are responsible for the internal controls that they have determined are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error (i.e., manipulation of the financial statements and misstatement of assets).

In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the executive directors are responsible for the preparation of the group management report that, as a whole, provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report.

The Supervisory Board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the group management report.

Auditor’s responsibilities for the audit of the consolidated financial statements and of the group management report

Our objective is to be reasonably certain that the consolidated financial statements as a whole are free from material misstatements, whether due to fraud or error, and that the Group Management Report as a whole provides a suitable view of the Group’s position and is consistent, in all material respects, with the consolidated financial statements and with our audit findings, complies with German legal requirements, and suitably presents the opportunities and risks as they pertain to the Group’s future performance, and to issue an audit opinion that includes our audit assessments of the consolidated financial statements and the Group Management Report.

Reasonable certainty is a high level of certainty, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU-APrVO and in compliance with German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and the Group Management Report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatements, whether due to fraud or error, in the consolidated financial statements and the Group Management Report, plan and perform audit procedures in response to such risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk that material misstatements will not be detected is greater in the case of fraudulent acts than in the case of errors, as fraudulent acts may involve fraudulent collusion, falsification, intentional incompleteness, misrepresentation, or suspension of internal controls;
• Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the group management report 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 these systems.
• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
• Conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.
• Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Sec. 315e (1) HGB.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express opinions on the consolidated financial statements and on the group management report. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our opinions.
• Evaluate the consistency of the group management report with the consolidated financial statements, its conformity with the law, and the view of the Group’s position it provides.
• Perform audit procedures on the prospective information presented by the executive directors in the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.

Other legal and regulatory requirements

Report on the audit of the electronic reproductions of the consolidated financial statements and of the group management report prepared for the purposes of disclosure in accordance with Sec. 317 (3a) HGB

Audit opinion

In accordance with Sec. 317 (3a) HGB, we have performed a reasonable assurance engagement to determine whether the reproductions of the consolidated financial statements and the Group management report contained in the “Beiersdorf_AG_KA+KLB_ESEF_2022-12-31.zip” and prepared for disclosure purposes (hereinafter also referred to as the “ESEF documents”) comply in all material respects with the requirements of Sec. 328 (1) HGB regarding the electronic reporting format (“ESEF format”). In accordance with German legal requirements, this audit extends only to the conversion of the information in the consolidated financial statements and the group management report into the ESEF format and therefore neither to the information contained in these reproductions nor to any other information contained in the above-mentioned file.

In our opinion, the electronic versions of the consolidated financial statements and the group management report included in the accompanying file referred to above and prepared for disclosure purposes comply, in all material respects, with the provisions of Sec. 328 (1) HGB concerning the electronic reporting format. We do not express any opinion on the information contained in these reproductions or on the other information contained in the above-mentioned file other than our opinion on the accompanying consolidated financial statements and on the accompanying group management report for the fiscal year from January 1 to December 31, 2022 contained in the preceding “Report on the audit of the consolidated financial statements and Group Management Report”.

Basis for the audit opinion

We conducted our audit of the reproductions of the consolidated financial statements and the group management report contained in the above-mentioned file in accordance with Sec. 317 (3a) HGB and IDW Auditing Standard: Auditing of Electronic Reproductions of Financial Statements and Management Reports Prepared for the Purpose of Disclosure pursuant to Sec. 317 (3a) HGB (IDW PS 410 (06.2022)). Our responsibility thereafter is further described in the section “Auditor’s Responsibility for the Audit of the ESEF Documents”. Our auditing practice has complied with the requirements for the quality assurance system of the IDW Quality Assurance Standard: Requirements for Quality Assurance in the Auditing Practice (IDW QS 1).

Responsibilities of the executive directors and the Supervisory Board for the ESEF documents

The Company’s executive directors are responsible for preparing the ESEF documents with the electronic reproductions of the consolidated financial statements and of the group management report in accordance with Sec. 328 (1) sentence 4 no. 1 HGB and for marking up the consolidated financial statements in accordance with Sec. 328 (1) sentence 4 no. 2 HGB.

In addition, the Company’s executive directors are responsible for such internal control as they have determined necessary to enable the preparation of the ESEF documents that are free from material violations, whether due to fraud or error, of the requirements for the electronic reporting format stipulated in Sec. 328 (1) HGB.

The Supervisory Board is responsible for overseeing the process of the preparation of the ESEF documents as part of the financial reporting process.

Responsibility of the auditor of the consolidated financial statements for the audit of the ESEF documents

Our objectives are to obtain reasonable assurance about whether the ESEF documents are free from material violations, whether due to fraud or error, of the requirements stipulated in Sec. 328 (1) HGB. We exercise professional judgment and maintain professional skepticism throughout the audit. We also

• Identify and assess the risks of material violations of the requirements stipulated in Sec. 328 (1) HGB, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain an understanding of internal control relevant to the audit of the ESEF documents 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 such control.
• Assess the technical validity of the ESEF documents, i.e. whether the file containing the ESEF documents meets the requirements relating to the technical specification for this file stipulated in the Delegated Regulation (EU) 2019/815 in the version applicable on the balance sheet date.
• Assess whether the ESEF documents enable reproduction of the audited consolidated financial statements and audited group management report with the identical content in XHTML format.
• Assess whether marking up of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with Articles 4 and 6 of the Delegated Regulation (EU) 2019/815 in the version applicable on the balance sheet date enables an appropriate and full machine-readable XBRL copy of the XHTML reproduction.

Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as group auditor by the annual general meeting on April 14, 2022. We were engaged by the supervisory board on May 20, 2022. We have been the group auditor of Beiersdorf Aktiengesellschaft without interruption since fiscal year 2006.

We declare that the opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Art. 11 of the EU Audit Regulation (long-form audit report).

Other Matters – Use of the Auditor’s Report

Our auditor’s report must always be read in connection with the audited consolidated financial statements, the audited group management report and the audited ESEF documents. The consolidated financial statements and group management report converted into the ESEF format – also the versions to be disclosed in the company register – are only electronic reproductions of the audited consolidated financial statements and the audited group management report and do not replace them. In particular, the ESEF report and our opinion in it must be used only in conjunction with the audited ESEF documents provided in electronic form.

German Public Auditor responsible for the engagement

The German Public Auditor responsible for the engagement is Britta Siemer.

Annex to the auditor’s report: Components of the group management report not included in the audit

The following components of the group management report, which are part of “Other information,” were not included in the audit:

• Non-financial Statement
• Chapter “The Corporate Governance Statement”

Furthermore, we have not audited the content specified below that is not a required part of the Group Management Report. Non-required disclosures in the Group Management Report are disclosures that are not required under Sections 315, 315a, or 315b to 315d of the German Commercial Code (HGB):

• Special full-page graph “Strengthen our brands by enriching their purpose” in the “Business and Strategy” chapter
• “Building on strong foundations: Culture – Core Values – Capabilities – Care Beyond Skin” section of the “Business and Strategy” chapter
• The sections on “R&D sustainability pledge”; “Product highlights”; “tesa Product and technology development” in the “Research and Development” chapter
• “People at Beiersdorf” chapter
• “Sustainability” chapter
• “Appropriateness and effectiveness of the internal control and risk management systems” section of the “Risk Report” chapter
• Report on Gender Equality and Equal Pay in Accordance with §§ 21, 22 Entgelttransparenzgesetz (Transparency in Wage Structures Act, EntgTranspG).

Hamburg, February 17, 2023

Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft