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, companies they control, joint ventures, and associates

• 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 the section “Beiersdorf Aktiengesellschaft Boards”.

The shares in subsidiaries and associates held by Beiersdorf Aktiengesellschaft are reported in the “Beiersdorf AG’s Shareholding List” section.

Beiersdorf Aktiengesellschaft is controlled by maxingvest GmbH & Co. KGaA as the ultimate controlling company 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 2025 is composed of a short-term variable bonus with annual targets (Annual Bonus) and a long-term variable bonus (LTP); 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 financed by the company are made to the serving members of the Executive Board.

The base remuneration is a fixed annual amount paid in cash in twelve 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 Annual 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 Supervisory Board resolved to introduce a new long-term variable remuneration with the amendment of the remuneration system from 2025. This regularly 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 defines financial and non-financial performance criteria, which are derived mainly from the implementation of the corporate strategy. In addition, the Supervisory Board has provided for further LTP tranches, which have different terms. In particular, the Supervisory Board has set an additional tranche to substantially activate the corporate strategy with an evaluation period from 2025 to 2029.

In April 2025, Oswald Barckhahn and Grita Loebsack each converted parts of their remuneration granted and owed for 2024 into a defined contribution pension commitment for which a reinsurance policy was concluded before it became due for payment.

Since his departure from the Executive Board and the termination of his service agreement on June 30, 2025, Patrick Rasquinet remains 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 2025.

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 2025 Annual General Meeting.

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 2024 and 2025 for the remuneration of the members of the Executive and Supervisory Boards serving in the reporting period were as follows:

Expenses for the Remuneration of the Executive and Supervisory Boards under IFRS

Total remuneration recognized as expenses pursuant to the IFRS for all serving members of the Executive Board amounted to €24,555 thousand in 2025 (previous year: €23,609 thousand). Of this total, fixed remuneration accounted for €5,850 thousand (previous year: €5,400 thousand), ancillary benefits and other remuneration for €4,625 thousand (previous year: €3,336 thousand), the short-term Annual Bonus for €1,206 thousand (previous year: €2,379 thousand), and additions to the provisions for all LTP tranches for €12,874 thousand (previous year: €12,494 thousand). Provisions for the LTP amounted to €12,874 thousand as of the balance sheet date.

Remuneration of the Executive and Supervisory Board under German Commercial Code (HGB)

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 €1,736 thousand (previous year: €1,714 thousand) in financial year 2025 and the members of the Executive Board received remuneration totaling €12,031 thousand (previous year: €50,107 thousand). The decline in the remuneration granted to Executive Board members compared to the previous year is primarily attributable to the LTP 2021-2024 settled in the previous year.

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 €2,446 thousand (previous year: €4,637 thousand). A total of €32,723 thousand (previous year: €35,073 thousand; amount adjusted to § 285 No. 9b HGB) has been accrued for pension obligations to former members of the Executive Board and their surviving dependents.

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.

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 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 Shared Services GmbH provided central services to some of the non-consolidated subsidiaries (including accounting and IT).

• 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. €3.0 million (previous year: approx. €3.3 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. It also used the NIVEA Haus for events and paid rent for this. 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. €0.03 million) and liabilities amounting to €0 (previous year: approx. €3.3 million). Beiersdorf Hautpflege GmbH purchased goods from Beiersdorf Customer Supply GmbH as well as Beiersdorf Manufacturing Hamburg GmbH and sold goods to Beiersdorf Inc. (USA), NIVEA Polska Sp. z o.o. (Poland) as well as Beiersdorf S.A. (Spain). In addition, Beiersdorf Hautpflege GmbH hosted an event for Beiersdorf AG (Switzerland) for a fee.

• Beiersdorf Immobilienentwicklungs GmbH provided services in connection with implementing construction projects to a consolidated subsidiary.

• Beiersdorf Dermo Medical GmbH provided commercial services to Beiersdorf Aktiengesellschaft in return for payment.

• Beiersdorf CEE Holding GmbH (Austria) provided services to Skin Care Emerging Markets GmbH (Austria).

• Beiersdorf Kft. (Hungary) leased office space from Tartsay Beruházó Kft. (Hungary).

• Skin Care Emerging Markets GmbH (Austria) provided consulting services to Beiersdorf Middle East FZCO (United Arab Emirates).

• tesa SE provided central services to some of the non-consolidated tesa subsidiaries (including IT) and granted an interest-bearing loan to tesa ME FZE (United Arab Emirates).

• tesa ME FZE provided commercial services to tesa SE for a remuneration of approx. €1.2 million (previous year: approx. €1.2 million). As at the reporting date, there were payables for tesa SE towards tesa ME FZE amounting to approx. €0.01 million (previous year: approx. €0.1 million) and receivables amounting to €0 (previous year: approx. €0.1 million).

• Beiersdorf Middle East FZCO paid invoices for tesa ME FZE. The corresponding amounts were refunded.

• An employee of Turath Al-Bashara for Trading Limited (Skin Heritage for Trading) (Saudi Arabia) provided services for tesa ME FZE. The latter reimbursed the costs associated with the employee’s assignment.

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.

Various companies in the tesa Business Segment acquired goods from associate Alkynes Co. Ltd. (South Korea) for a total amount of approx. €11.6 million (previous year: approx. €13.4 million). Small quantities of goods were also sold to Alkynes Co. Ltd. In addition, Alkynes Co. Ltd. leased office space to tesa tape Korea Limited (South Korea). At the balance sheet date, liabilities towards Alkynes Co. Ltd. amounted to approx. €1.4 million (previous year: approx. €1.7 million).

Transactions with maxingvest GmbH & Co. KGaA and its Associates

Beiersdorf Shared Services GmbH provided IT services for maxingvest GmbH & Co. KGaA, TCHIBO GmbH, and Matthew Algie & Company Limited (United Kingdom) in return for a remuneration of approx. €0.2 million (previous year: €0), approx. €3.3 million (previous year: approx. €2.9 million), and approx. €0.5 million (previous year: €0) respectively. As at the reporting date, there were receivables from maxingvest GmbH & Co. KGaA, TCHIBO GmbH, and Matthew Algie & Company Limited amounting to €0 (previous year: €0), approx. €3.4 million (previous year: approx. €2.9 million) and approx. €0.5 million (previous year: €0) 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

• Sale of goods to a company of the Tchibo-Group

• Rental of an office in Hong Kong from a company of the Tchibo-Group

In addition, Beiersdorf Aktiengesellschaft and its affiliates and maxingvest GmbH & Co. KGaA and its affiliates 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 2025 Annual General Meeting.

Transactions with TROMA Alters- und Hinterbliebenenstiftung

Based on 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. Support was also provided in securing loan interest rates for planned real estate projects.

Beiersdorf Aktiengesellschaft initially paid the ancillary costs for real estate rented by TROMA to a third party. These were reimbursed by TROMA. In addition, Beiersdorf Aktiengesellschaft leased parking lots and small amounts of office space in Hamburg from TROMA, for which it paid rent.

Beiersdorf Aktiengesellschaft (central services, real estate project development, sustainability) and Beiersdorf Shared Services GmbH (accounting) provided services to TROMA. Beiersdorf Aktiengesellschaft and TROMA have an interest-bearing clearing account that is used to settle their service relationships.

Finally, the foundation supported Beiersdorf Aktiengesellschaft in settling its pension obligations. Details on this are set out in the section “Provisions for Pensions and Other Post-Employment Benefits”.

At the balance sheet date, there were receivables from TROMA Alters- und Hinterbliebenenstiftung amounting to approx. €0.1 million (previous year: €0) and liabilities amounting to €0 (previous year: €0).