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 “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 the 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. Meetings were largely held in person, and occasionally by video conference. Some members attended in-person meetings by video. A secure digital platform is available for drafts, documents, and comments.

There were no changes in the composition of the Supervisory Board in financial year 2025.

A Supervisory Board workshop on future business development in the USA and China, along with innovation and digitalization, primarily relating to research and development, was held in April. Training was provided in the fall on financial statement analysis, followed by a visit to Research & Development.

Full Supervisory Board

The Supervisory Board met nine times (five in-person meetings, four video conferences). 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.

On February 3, 2025, the Supervisory Board discussed the achievement of the Executive Board targets for financial year 2024, set the total remuneration for Executive Board members, and adopted the 2024 remuneration report. It also substantiated the Executive Board’s 2025 targets, and addressed other Executive Board matters as well as future focal points of its work.

On February 25, 2025, the Supervisory Board held an in-depth discussion about financial year 2024. The Executive Board presented key financial figures and developments in market share, selected topics concerning the business areas, and a status overview of current investment projects. The new 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 2024. 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 from the 2024 financial year and approved the agenda and proposed resolutions for the online Annual General Meeting on April 17, 2025. In addition, it adopted the Audit Committee’s recommendation to propose PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft to the Annual General Meeting as auditor again.

The Supervisory Board voted to implement another share buyback program at an extraordinary meeting on February 26, 2025.

It addressed Executive Board matters at an additional extraordinary meeting on March 31, 2025.

The Supervisory Board discussed business performance in the current financial year following the Annual General Meeting on April 17, 2025. For this purpose, the Executive Board presented sales and market share development for the business as a whole and for selected business areas. The Supervisory Board adopted a resolution to issue the audit engagement for the auditor’s review of the 2025 half-year report, and the audit of the annual financial statements for financial year 2025.

On September 2, 2025, the Supervisory Board discussed the Group’s business performance in 2025. The Executive Board reported in depth on developments in each business area, in particular on the general market situation, multi-year market share developments of NIVEA, current NIVEA innovations and growth strategy. The Executive Board provided an update on the “Win with Care” strategy and the planned sustainability initiatives it includes, along with the strategic growth targets for the years ahead. Finally, the Supervisory Board approved further investments in the production network.

On November 28, 2025, the Supervisory Board discussed the Group’s business performance based on key financial figures by region, brand, and category in the first three quarters of the year. The Executive Board reported on the Derma and Health Care business and on NIVEA and provided an overview of the results of the latest staff survey. The Supervisory Board discussed the corporate planning for the Consumer Business Segment for 2026 and adopted the Declaration of Compliance with the German Corporate Governance Code for financial year 2025. Finally, the Supervisory Board set the targets and target total remuneration for the members of the Executive Board for financial year 2026 and confirmed their appropriateness. The meeting was intensively followed up in two meetings on December 9 and 17, 2025.

The Supervisory Board discussed the achievement of the targets set for the Executive Board for financial year 2025, determined the total remuneration, and substantiated annual targets in February and March 2026. 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 23, 2026.

Committees

The Supervisory Board prepares its work in seven committees. These can make decisions in place of the Supervisory Board in individual cases. The chairs of the committees provided the Supervisory Board with regular detailed reports. The Mediation Committee and Nomination Committee did not meet in financial year 2025.

The Presiding Committee (four in-person meetings, one video conference) 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 in-person meetings, one video conference) 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 auditor, specified the areas of emphasis for the audit, and discussed the legislative changes affecting the audit process. The 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 2025, and other auditing matters. The committee, whose meetings on audit-related matters were also attended by the auditor, regularly addressed business developments and internal audit results. Other matters discussed comprised sustainability reporting, the auditor’s non-audit services, the new requirements under IFRS 18, and the development of the luxury business.

The Finance Committee (four in-person meetings) in particular discussed investments, investment strategy, investment projects and venture capital, tax, and compliance.

The Personnel Committee (two in-person meetings) discussed the medium and long-term (succession) planning for positions at and below Executive Board level. It addressed the development and management of talent, and the introduction of a new leadership model. It also discussed diversity and inclusion, digitalization, and the modernization of the HR department.

The Digital and ESG Committee (three in-person meetings) discussed sustainability priorities and targets, and an inventory of IT and the digital organization at Beiersdorf. Other topics included the new “EcoBeautyScore” industry standard, regulatory developments concerning carbon neutrality, and cyber security.

Meeting Attendance

The attendance rate at meetings was 88.9% for the full Board, 90% for the Audit Committee, 95% for the Finance Committee, 83.3% for the Personnel Committee, and 94.4% for the Digital and ESG Committee. Attendance at Presiding Committee meetings was 100%. 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 (IFRS), 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 2025 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, the auditor, following the completion of the audit in accordance with professional standards, confirmed that the information contained therein is correct; that the performance by the company with respect to the transaction 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 2025 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 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 a meeting on March 2, 2026, 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, 2025; 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 all Beiersdorf employees, the Executive Board and Executive Committee, and all our retail and business partners around the world. The value of the company rests on always providing tangible and consistent customer service – in good and not so good times. This service and its constant improvement creates a long-term bond for customers and stakeholders with Beiersdorf. All external criticism and suggestions deserve and receive our full attention. The whole team at Beiersdorf is working hard and with an open mind to improve our services. The Supervisory Board extends its thanks to all involved, and looks forward to confidence, peace and success in 2026.

Hamburg, March 2, 2026

For the Supervisory Board

Reinhard Pöllath
Chairman