35. Related Party Disclosures

Related Parties

The following individuals and entities are related parties of Beiersdorf Aktiengesellschaft as defined by IAS 24:

• Members of the Executive and Supervisory Boards of Beiersdorf Aktiengesellschaft, as well as their immediate family members and companies they control
• Consolidated and non-consolidated subsidiaries, as well as associates of Beiersdorf Aktiengesellschaft
• maxingvest GmbH & Co. KGaA with its subsidiaries (particularly Tchibo Group) as the indirect controlling parent of Beiersdorf Aktiengesellschaft, as well as BBG Beteiligungsgesellschaft mbH as the direct controlling parent of Beiersdorf Aktiengesellschaft
• Wolfgang Herz as the ultimate controlling related party of Beiersdorf Aktiengesellschaft and Michael Herz as an individual who has significant influence over maxingvest GmbH & Co. KGaA, as well as their immediate family members and companies, joint venture, and associates they control
• TROMA Alters- und Hinterbliebenenstiftung (TROMA) as the plan assets to meet the obligations of Beiersdorf Aktiengesellschaft in relation to retirement pensions, disability pensions, and surviving dependents’ pensions
• Metzler Trust e.V. as a pension fund delivering post-employment benefits to employees – on the basis of a contractual trust agreement (CTA), Metzler Trust e.V. holds assets to cover existing pension obligations in Germany and other long-term benefits for employees

The members of the Executive and Supervisory Boards of Beiersdorf Aktiengesellschaft are listed in “Beiersdorf Aktiengesellschaft Boards.”

The shares in subsidiaries and associates held by Beiersdorf Aktiengesellschaft are reported in the “Shareholdings” section.

Beiersdorf Aktiengesellschaft is controlled by maxingvest GmbH & Co. KGaA as the ultimate controlling party and included in that company’s consolidated financial statements.

Transactions with Related Parties

Remuneration for members of management in key positions

The total remuneration payable to the members of the Executive Board is composed of fixed and variable elements. The fixed remuneration, which is not tied to performance, comprises the base remuneration plus ancillary benefits. The variable remuneration in 2024 is composed of a short-term variable bonus with annual targets (Variable Bonus) and a long-term variable bonus (LTP), as well as a multi-annual bonus (MAB) in individual cases; all these components are paid as cash remuneration. In addition, the members of the Executive Board may be offered a reappointment bonus that may also be tied to performance. No additional pension commitments are made to the serving members of the Executive Board.

The base remuneration is a fixed annual amount paid in cash in 12 equal instalments at the end of each calendar month. The ancillary benefits include customary non-cash benefits such as the provision of a company car and the reimbursement of certain costs incurred when a member of the Executive Board relocates their usual place of work or place of residence.

The Variable Bonus is subject to a one-year measurement period and is paid out after the Annual General Meeting in the year following the financial year to which it relates. It is composed of joint and individual performance criteria that are tied to the company’s financial (especially sales and EBIT margin) and non-financial performance, as well as the strategic and operational development of the Consumer Business Segment. For the LTP, the members of the Executive Board receive a multi-year bonus that is measured on the basis of joint target values for strategic criteria after a (one-time) four-year bonus period from 2021 to 2024 (LTP 2021 – 2024). The targets may be weighted individually depending on a member’s duties. Above an overall target achievement of 90%, achievement of the aforementioned strategic targets is weighted with the achievement of the performance metrics of sales and outperformance of the skin care market (if target achievement for these is 100% or more). The LTP 2021 – 2024 is due for payment to all serving members of the Executive Board after the 2025 Annual General Meeting. In the reporting period, an MAB was allocated in one case, the multi-annual term for which expired at the end of the reporting period. The performance criteria for this MAB were based on the regional responsibilities of the Executive Board member concerned.

With the amendment of the remuneration system, the Supervisory Board resolved to introduce a new long-term variable remuneration from 2025. This consists of annual tranches, each of which has a measurement period of four years and will be paid out after the Annual General Meeting following the last year of this period. For each tranche, the Supervisory Board will define financial and non-financial performance criteria, which are derived mainly from the implementation of the corporate strategy.

The members of the Supervisory Board receive fixed cash remuneration plus an attendance fee for participating in the meetings of the Supervisory Board and its committees. The employee representatives on the Supervisory Board additionally receive salaries on the basis of their existing employment contracts.

The expenses recognized in accordance with IFRS in financial years 2023 and 2024 for the remuneration of the members of the Executive and Supervisory Boards serving in the reporting period were as follows:

For the remuneration of the Executive Board, provisions of €2,708 thousand (previous year: €3,968 thousand) for the short-term variable remuneration and €39,727 thousand (previous year: €27,234 thousand) for the long-term variable remuneration were recognized at the reporting date. A total of €50,781 thousand (previous year: €50,845 thousand) has been accrued for pension obligations to former members of the Executive Board and their surviving dependents.

In accordance with the provisions of German commercial law (§§ 285 no. 9a and 314 (1) no. 6a Handelsgesetzbuch (German Commercial Code, HGB)), the members of the Supervisory Board received remuneration totaling €1,714 thousand (previous year: €1,664 thousand) in fiscal year 2024 and the members of the Executive Board received remuneration totaling €50,107 thousand (previous year: €11,185 thousand; remuneration granted adapted to recommendations of German Accounting Standard No. 17; DRS 17). The year-on-year increase in the remuneration paid to the members of the Executive Board was primarily attributable to the LTP 2021 – 2024 that was due for payment. Remuneration, including long-term variable remuneration, to members of the Executive Board who had stepped down prior to the reporting period (§§ 285 no. 9b and 314 (1) no. 6b HGB) totaled €4,637 thousand (previous year: €6,721 thousand).

Further information on the individual remuneration paid to the members of the Executive and Supervisory Boards serving in the reporting period can be found in the audited remuneration report published in this Annual Report.

Following his departure from the Executive Board and the termination of his service agreement on June 30, 2025, Patrick Rasquinet will remain available to the group, in particular to La Prairie, in an advisory capacity for a transitional period (daily rate of CHF 3,500). Otherwise, and except for the granting of the remuneration disclosed in this section and in the remuneration report, there were no material transactions between the members of the Executive or Supervisory Boards of Beiersdorf Aktiengesellschaft and the companies of the Beiersdorf Group in financial year 2024.

The members of the Executive and Supervisory Boards may purchase the company’s dividend-bearing shares on the open market. If they owned shares on the relevant date, they received the dividend of €1.00 per no-par-value share resolved by the 2024 Annual General Meeting.

Transactions with subsidiaries and associates

Transactions and balances between Beiersdorf Aktiengesellschaft and those of its subsidiaries that qualify as related parties were largely eliminated in the course of consolidation and are not presented here.

For reasons of materiality, a small number of subsidiaries were not consolidated. There were the following relevant transactions with these companies:

• Beiersdorf Shared Services GmbH provided accounting and IT services to some of the non-consolidated subsidiaries.
• Beiersdorf Aktiengesellschaft provided central services (including HR, legal, and travel portal) to some of the non-consolidated subsidiaries and allowed them to use some office space.
• Some of the non-consolidated subsidiaries are part of the central cash pooling and management system of Beiersdorf Aktiengesellschaft.
• Beiersdorf Hautpflege GmbH operates two NIVEA Haus flagship stores in Hamburg and Berlin, where customers can obtain cosmetic applications and purchase products. In this context, it received a remuneration from Beiersdorf Aktiengesellschaft in the amount of approx. €3.3 million (previous year: approx. €3.2 million). In addition, goods were sold to Beiersdorf Hautpflege GmbH. Beiersdorf Aktiengesellschaft acquired vouchers for the NIVEA Haus from Beiersdorf Hautpflege GmbH, as well as special products and packaging for use in the employee product shop. Lastly, against settlement, Beiersdorf Hautpflege GmbH accepted vouchers from customers that the latter had received from Beiersdorf Aktiengesellschaft. At the balance sheet date, there were receivables from Beiersdorf Hautpflege GmbH amounting to approx. €0.03 million (previous year: approx. €0.1 million) and liabilities amounting to approx. €3.3 million (previous year: approx. €3.0 million).
• Beiersdorf Immobilienentwicklungs GmbH provided services in connection with implementing construction projects to Beiersdorf Aktiengesellschaft and one consolidated subsidiary.
• Beiersdorf Dermo Medical GmbH provided commercial services to Beiersdorf Aktiengesellschaft in return for payment.
• tesa ME FZE (United Arab Emirates) provided commercial services to tesa SE.

As the controlling party, Beiersdorf Aktiengesellschaft has concluded profit and loss transfer agreements with the following of its subsidiaries: Phanex Handelsgesellschaft mit beschränkter Haftung, Beiersdorf Manufacturing Berlin GmbH, La Prairie Group Deutschland GmbH, Beiersdorf Shared Services GmbH, Beiersdorf Manufacturing Hamburg GmbH, and Beiersdorf Manufacturing Leipzig GmbH (formerly named Beiersdorf Manufacturing Waldheim GmbH).

Various companies in the tesa Business Segment acquired goods from associate Alkynes Co. Ltd., South Korea for a total amount of approx. €13.4 million (previous year: approx. €11.7 million). Small quantities of goods were also sold to Alkynes Co. Ltd. At the balance sheet date, liabilities towards Alkynes Co. Ltd. amounted to approx. €1.7 million (previous year: approx. €1.7 million).

Transactions with maxingvest GmbH & Co. KGaA and its associates

Beiersdorf Shared Services GmbH provided IT services for TCHIBO GmbH and Tchibo Coffee International Ltd. in return for a remuneration of approx. €2.9 million (previous year: approx. €2.6 million) and approx. €0.4 million (previous year: approx. €0.4 million) respectively. As at the reporting date, there were receivables from TCHIBO GmbH and Tchibo Coffee International Ltd. amounting to approx. €2.9 million (previous year: approx. €0.9 million) and approx. €0.4 million (previous year: approx. €0.4 million) respectively.

In addition, the following transactions were conducted with maxingvest GmbH & Co. KGaA and its affiliates:

• Purchase of goods and services from companies of the Tchibo Group
• Rental of an office in Hong Kong from a company of the Tchibo Group
• Expenses for settling invoices of a Tchibo Group company in Hong Kong, which were reimbursed

In addition, Beiersdorf Aktiengesellschaft and its associates and maxingvest GmbH & Co. KGaA and its associates pooled purchase volumes to achieve cost benefits, especially in the area of media procurement (print, TV, and digital advertising). Experience was shared in other areas as well.

As direct holder of shares in Beiersdorf Aktiengesellschaft, BBG Beteiligungsgesellschaft mbH received the dividend of €1.00 per no-par-value share resolved upon by the 2024 Annual General Meeting.

Transactions with TROMA Alters- und Hinterbliebenenstiftung

On the basis of the investment strategy defined by the board of trustees – composed of representatives of the company and of the Group Works Council – Beiersdorf Aktiengesellschaft supported TROMA in making financial investments during the reporting period. In addition, short-term deposits of TROMA with Beiersdorf Aktiengesellschaft in the amount of €163 million (incl. interest) were repaid in 2024. The Foundation also supports Beiersdorf Aktiengesellschaft in meeting its pension obligations. Details of this are reported in “Provisions for pensions and other post-employment benefits.”

In financial year 2024, Beiersdorf Aktiengesellschaft and TROMA completed the sale to TROMA of real estate at the site of Beiersdorf’s former headquarters in Hamburg (purchase price: €48 million). The value was determined by obtaining an external expert opinion. In addition, Beiersdorf Aktiengesellschaft acquired from TROMA an undeveloped lot at the new Beiersdorf Campus in Hamburg (purchase price: €2.7 million). Beiersdorf Aktiengesellschaft also leased parking lots and small amounts of office space in Hamburg from TROMA, for which it paid rent.

In return for the payment of personnel expenses, TROMA Alters- und Hinterbliebenenstiftung uses employees of Beiersdorf Aktiengesellschaft to conduct its activities.