Declaration by the Executive Board and the Supervisory Board of Beiersdorf Aktiengesellschaft on the Recommendations of the “Government Commission on the German Corporate Governance Code” in Accordance with § 161 of the Aktiengesetz (German Stock Corporation Act, AktG)
In financial year 2025, Beiersdorf Aktiengesellschaft complied with, and continues to comply with, all recommendations of the “Government Commission on the German Corporate Governance Code” in the version dated April 28, 2022, with the following exception:
Recommendation G.10 sentence 1
In accordance with Recommendation G.10, the Executive Board members’ variable remuneration shall be predominantly invested in company shares by the respective Executive Board member or shall be granted predominantly as share-based remuneration, taking the respective tax burden into consideration.
The variable remuneration for the Executive Board, comprising an annual variable bonus (Annual Bonus) on the one hand and a long-term variable component (LTP) on the other, will not be invested in shares or share-based instruments but will be paid out solely in cash after the expiry of the applicable bonus period. In this regard, the Supervisory Board believes that, taking due account of the interests of the customers, employees, business partners, shareholders, and other stakeholders, the remuneration system and the financial and non-financial performance criteria underlying the variable remuneration offers sufficient incentive for sustainable and value-oriented development of the company notwithstanding the absence of any share-based component. At the same time, the remuneration system generates incentive for the Executive Board to pursue and achieve the goals defined in the company’s corporate strategy “Win with Care”.
Hamburg, December 2025
For the Supervisory Board
Prof. Dr. Reinhard Pöllath
Chairman of the Supervisory Board
For the Executive Board
Vincent Warnery
Chairman of the Executive Board
Astrid Hermann
Member of the Executive Board