Report by the Supervisory Board

Dear Shareholders,

In accordance with statutory laws, the German Corporate Governance Code, the Articles of Association, and the bylaws, the Supervisory Board supervised and advised the Executive Board, focusing particularly on the updated “Win with Care” strategy and on corporate planning, accounting, the course of business, the position and outlook, risk management, the internal control system, and compliance. The Executive Board reported regularly during and between the Supervisory Board meetings, both in writing and orally, particularly on significant events and developments in the business and market. The Supervisory Board also discussed and considered external views and developments concerning good corporate governance in Germany and other countries. There were no indications of any conflicts of interest relating to Executive Board or Supervisory Board members.

The Executive Board and Supervisory Board worked together on the detailed preparation and follow-up of meetings. Discussions took place with and among Supervisory Board members prior to and after the meetings, which were held face-to-face and by video conference. Some members attended face-to-face meetings by video. A secure digital platform is available for drafts, documents, and comments.

The Supervisory Board was re-elected with effect from the end of the Annual General Meeting on April 18, 2024: employee representatives Jan Koltze, Olaf Papier and Kirstin Weiland along with new members Hilde Cambier, Doris Robben, and Barbara Wentzel, and shareholder representatives Hong Chow, Wolfgang Herz, Uta Kemmerich-Keil, Frédéric Pflanz and Reinhard Pöllath along with new member Donya-Florence Amer.

Supervisory Board training took place in the fall, in particular for the new members. The training covered topics such as the rights and duties of the members of the Supervisory Board of a listed stock corporation, sustainability targets, and the company’s risk management and internal auditing.

Full Supervisory Board

The Supervisory Board met five times (face-to-face). The meetings regularly addressed strategic orientation, business developments, interim financial statements, compliance, Executive Board matters, and significant individual transactions. Proposed resolutions were carefully examined and discussed. All members of the Executive Board generally took part in the Supervisory Board meetings. Part of each meeting took place in the presence of the Supervisory Board members alone. In certain cases, Supervisory Board resolutions were also passed outside of meetings by written procedure.

On February 5, 2024, the Supervisory Board discussed the achievement of the Executive Board targets for financial year 2023, set the total remuneration for Executive Board members, and adopted the 2023 remuneration report. The Supervisory Board had an in-depth discussion on the Executive Board’s proposals passed on that day for a dividend of €1.00 per no-par-value share bearing dividend rights and for a share buyback program and approved them. The Supervisory Board also passed a resolution to amend the Executive Board’s schedule of responsibilities and addressed other Executive Board matters.

On February 23, 2024, the Supervisory Board had an in-depth discussion about the development of the business in 2023. The Executive Board gave a detailed presentation on key financial figures and developments in market share as well as on selected topics concerning the business segments and discussed the outlook for financial year 2024. Other topics comprised current innovations, investment projects, and the new campus. The auditor gave a thorough report on the scope, areas of emphasis, and findings of the audit. After intensive discussion, the Supervisory Board approved the annual and consolidated financial statements and the combined management report for Beiersdorf AG and the Group, including the Corporate Governance Statement and the combined Non-financial Statement for Beiersdorf AG and the Group. It thereby adopted the annual financial statements for financial year 2023. It discussed the Executive Board reports on dealings among Group companies and on the disclosures required under takeover law and approved the Supervisory Board’s report to the Annual General Meeting. It confirmed the proposal for the appropriation of net retained profits for the 2023 financial year (dividend of €1.00 per no-par value share bearing dividend rights) and approved the agenda and proposed resolutions for the online Annual General Meeting on April 18, 2024. In addition, the Supervisory Board adopted the Audit Committee’s recommendation to propose PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft to the Annual General Meeting as the new auditor. At the recommendation of the Nomination Committee, the shareholder representatives approved the nominations to the Annual General Meeting for the election of new shareholder representatives to the Supervisory Board.

On April 18, 2024, at the constitutive meeting following the Annual General Meeting, the Supervisory Board members elected a chairperson, a deputy chairperson, and an additional deputy. They also appointed two diversity officers. The members of all Supervisory Board committees were newly elected, including the members of a new Digital and ESG Committee introduced by the Supervisory Board. The Supervisory Board received a report on business performance in the current financial year. It discussed the upcoming Brands Summit and investment projects. Finally, the Supervisory Board adopted a resolution to issue the audit engagement to the new auditor, for the auditor’s review of the 2024 half-year financial statements, and the audit of the annual financial statements for financial year 2024.

On August 30, 2024, the Supervisory Board discussed business developments in the Consumer division using reports on selected topics from the Executive Board’s areas of responsibility. In particular, it received reports on the market share trends of individual brands and categories, plans for the key markets in India and the USA, the launch of product innovations, the refinement of the “Win with Care” strategy, and ongoing investment projects. The Supervisory Board also received a detailed report on business performance and strategy in the tesa segment. Finally, it dealt with Executive Board matters and adopted a resolution on the principles of the Executive Board remuneration system applicable from 2025.

On November 29, 2024, the Supervisory Board discussed the Group’s business performance up to the end of October using the key financial figures and development of market share by region, brand, and category. It received a report from the Executive Board on selected highlights in the implementation of the “Win with Care” strategy and on the outlook for 2025. The Supervisory Board approved the corporate planning for 2025 and adopted the Declaration of Compliance with the German Corporate Governance Code for financial year 2024, as well as the targets for the composition and the profile of skills and expertise for the Supervisory Board. Finally, the Supervisory Board set the targets and target total remuneration for the members of the Executive Board for financial year 2025 and confirmed their appropriateness.

In February 2025, the Supervisory Board discussed the achievement of the targets set for the Executive Board for financial year 2024, determined the total remuneration, and substantiated annual targets. It approved the annual and consolidated financial statements, along with the associated reports, and approved the proposed resolutions for the Annual General Meeting on April 17, 2025.

Committees

The Supervisory Board prepares its work in seven committees. These can make decisions in place of the Supervisory Board in individual cases. The chairpersons of the committees provided the Supervisory Board with regular detailed reports on the committees’ work. As in the previous years, the Mediation Committee did not meet in financial year 2024.

The Presiding Committee (seven face-to-face meetings) discussed business performance, Executive Board remuneration, and other Executive Board matters along with individual important transactions and investments. It prepared and followed up on the meetings of the full Supervisory Board.

The Audit Committee (seven meetings, of which six were face-to-face and one was by video conference) primarily performed the preliminary examination of the annual and interim financial statements and combined management report, and discussed the Executive Board’s proposal for the appropriation of net retained profits. The committee verified the independence and discussed the appointment of the former as well as the new auditor, specified the areas of emphasis for the audit, and discussed the legislative changes affecting the audit process. Based on the tendering procedure conducted in the previous year, the committee made a proposal to the Supervisory Board for the election of the new auditor by the Annual General Meeting. The new auditor reported to the Audit Committee on the key findings of the audit, the results of the audit review of the half-year report for 2024, and other auditing matters. The committee, whose meetings on audit-related matters were also attended by the former and with regard to financial year 2024 the new auditor, regularly addressed business developments and internal audit results. Other matters regularly discussed comprised risk management, sustainability reporting, the implementation of requirements under the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz), the scope of non-audit services provided by the auditor, and the onboarding of the new auditor.

Discussions in the Finance Committee (four face-to-face meetings) focused primarily on investments and the investment strategy. It received regular reports on investment projects as well as on the implementation of the share buyback program carried out by Beiersdorf AG. Other topics included the introduction of a new ERP system (enterprise resource planning), crisis management, compliance, and tax.

The Personnel Committee (two face-to-face meetings) discussed the long-term planning of positions on and beneath the Executive Board. In this context, it looked at the development and management of talent. The committee also addressed diversity and inclusion along with employer branding.

The Digital and ESG Committee newly established in 2024 (two face-to-face meetings) discussed the CSR Directive, data strategy and data protection, and artificial intelligence. It also discussed the structure and security of technology in Beiersdorf’s business processes.

The Nomination Committee (one face-to-face meeting), taking into account the Supervisory Board’s targets for its composition, the profile of skills and expertise, and the other requirements arising from law and the German Corporate Governance Code, decided on its recommendation to the full Supervisory Board concerning the candidates to be proposed to the Annual General Meeting on April 18, 2024.

Meeting Attendance

The attendance rate in meetings was approximately 98% for the full Board, approximately 91% for the Audit Committee, 95% for the Finance Committee, and 100% for the Presiding, Personnel, Digital and ESG, and Nomination Committees. The individual members of the Supervisory Board attended the meetings of the full Board and the committees as follows:

Annual Financial Statements and Audit

The annual financial statements are prepared in accordance with the requirements of the Handelsgesetzbuch (German Commercial Code, HGB), and the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRSs), as adopted by the EU, and taking into account the applicable interpretations of the IFRS Interpretations Committee. The supplementary requirements of German law are also applied. The auditor audited the 2024 annual financial statements and consolidated financial statements, the combined management report for Beiersdorf AG and the Group, and the combined Non-financial Statement for Beiersdorf AG and the Group and issued unqualified audit opinions for them. With regard to the Executive Board’s report on dealings among Group companies (§ 312 Aktiengesetz (German Stock Corporation Act, AktG)) required due to the majority interest held by maxingvest GmbH & Co. KGaA, Hamburg, the auditor, following the completion of the audit in accordance with professional standards, confirmed that the information contained therein is correct; that the compensation paid by the company with respect to the transactions listed in the report was not inappropriately high; and that there are no circumstances which would justify, in relation to the measures specified in the report, a materially different opinion than that held by the Executive Board.

The Supervisory Board received the financial year 2024 annual financial statements, consolidated financial statements, combined management report for Beiersdorf AG and the Group, including the combined Non-financial Statement for Beiersdorf AG and the Group, the report on dealings among Group companies, and the Auditor’s Reports immediately after their preparation. Prior to this, the Supervisory Board received and discussed drafts of the provisional financial statements. The auditor participated in the deliberations of the Supervisory Board on the annual financial statements of Beiersdorf AG and the Group and reported on the key findings of the audit to the Audit Committee and to the full Supervisory Board. The Supervisory Board’s examination of the annual financial statements and consolidated financial statements, combined management report, and combined Non-financial Statement for Beiersdorf AG and the Group, the report on dealings among Group companies, including the concluding declaration by the Executive Board, and the Auditor’s Reports did not raise any objections. At an ordinary meeting on February 25, 2025, the Supervisory Board concurred with the auditor’s findings and approved the annual financial statements of Beiersdorf AG and the consolidated financial statements for the year ending December 31, 2024; the annual financial statements of Beiersdorf AG are thus adopted. The Supervisory Board endorsed the Executive Board’s proposal on the appropriation of retained net profits.

On behalf of the company, the Supervisory Board would like to thank the Executive Board, all Beiersdorf employees, and all our retail and business partners around the world. Our loyal, long-term stakeholders deserve a worthwhile and valued relationship with us. Your tireless commitment to our customers is what drives that value. The Supervisory Board would also like to thank shareholders, analysts, and observers for their constructive criticism and suggestions for improvement; they all merit attention and we take them on board. The company has great potential to improve its customer service worldwide, and the whole team at Beiersdorf is working confidently and creatively to leverage that. Thank you for the role you have played in moving our business forward in 2024. We wish you all a peaceful and successful 2025.

Hamburg, February 25, 2025

For the Supervisory Board

Reinhard Pöllath
Chairman