Beiersdorf : Remuneration Report 2024 (Beiersdorf Remuneration Report 2024)

Remuneration Report

for the Financial Year 2024

Beiersdorf Aktiengesellschaft, Hamburg

Wertpapier-Kennnummer 520000

ISIN DE0005200000

ANNUAL REPORT 2024

To our Shareholders

Combined Management Report

Consolidated Financial Statements

Additional Information

Remuneration Report

The remuneration report explains the structure and amount of the remuneration paid to current and former members of the Executive Board and the Supervisory Board of Beiersdorf AG in the financial year 2024. It was prepared in accordance with the statutory provisions of § 162 Aktiengesetz (German Stock Corporation Act, AktG) as amended by the Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie (German Act on the Implementation of the Second Shareholders' Rights Directive, ARUG II) and also contains additional information on Executive Board and Supervisory Board remuneration for added clarity and transparency. The auditor has examined whether the remuneration report contains the information required in accordance with § 162 (1) and (2) AktG. The auditor's report is included in this remuneration report.

On April 18, 2024, the Annual General Meeting approved the remuneration report for the financial year 2023, which was prepared and audited in accordance with § 162 AktG, with a majority of approximately 91% of the votes cast (previous year: 76%). This improved voting result is due, among other reasons, to the careful consideration given by the Executive Board and Supervisory Board following the 2023 Annual General Meeting to the comments made to the company by investors and other stakeholders with regard to the remuneration system and the remuneration report. Where it was deemed reasonable and appropriate, these were taken into account in the preparation of the 2023 remuneration report. In addition to this, suggestions and any criticism made by investors are considered on an ongoing basis, including in the preparation of this remuneration report.

Moreover, the Supervisory Board made the decision that the remuneration system would be refined with effect from the financial year 2025, and in particular, that the long-term variable remuneration would be newly set up and aligned with the "Win with Care" business strategy adopted in July 2024. The new remuneration system will be submitted to the Annual General Meeting on April 17, 2025 for approval; see the Annual General Meeting documents at www.beiersdorf.de/investor-relations/hauptversammlung/2025for information.

1. Remuneration of the Executive Board

The Supervisory Board is responsible for setting the remuneration of the members of the Executive Board. It addressed the structure and appropriateness of Executive Board remuneration, as well as individual remuneration questions, at its meetings on February 5, 2024, February 23, 2024, April 18, 2024, August 30, 2024, and November 29, 2024. On February 3, 2025, the Supervisory Board determined the remuneration of the Executive Board for the financial year 2024. All decisions by the Supervisory Board in relation to Executive Board remuneration were prepared by the Presiding Committee of the Supervisory Board.

Remuneration System and Process

The remuneration system for the Executive Board valid up to and including 2024 was revised in line with the AktG, as amended by ARUG II, as of January 1, 2021, and approved by the Annual General Meeting on April 1, 2021, with a majority of 87% of the votes cast. The remuneration system is published on the website at www.beiersdorf.com/investor-relations/corporate-governance/remuneration-of-executive-board-and-supervisory-board. The main elements of the remuneration system are also summarized in this remuneration report.

The remuneration system applies to all members of the Executive Board appointed from 2021 on. In accordance with the underlying legal framework, the service agreements currently in force with the

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ANNUAL REPORT 2024

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Combined Management Report

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members of the Executive Board appointed prior to 2021, in particular the long-term variable compensation components, are in principle unaffected. Nevertheless, the Supervisory Board has agreed in principle with serving Executive Board members that the remuneration system shall apply to them effective January 1, 2021.

The remuneration system was refined effective January 1, 2025, in particular with respect to long-term variable remuneration. This new remuneration system will be submitted to the 2025 Annual General Meeting for approval.

Link to Strategy and Guiding Principles of the Remuneration System

The remuneration system for the Executive Board valid in 2024 made a material contribution to furthering and implementing the important business strategy of recent years, C.A.R.E.+, both in its entirety and with its individual components by creating incentives for sustained and value-oriented corporate development and taking into account the interests of the shareholders, customers, employees, business partners, environment, and society (stakeholders). The business strategy was developed into the "Win with Care" strategy in July 2024, which will be taken into account in the new remuneration system applicable from 2025.

The previous business strategy, C.A.R.E.+, was rooted in the clear ambition to grow competitively and sustainably through strategic priorities and the will to create added value for people and society in the long term. In this way, Beiersdorf wanted to expand its position in the skin care market and ensure sustained profitability.

The C.A.R.E.+ strategy entailed the following five strategic priorities:

• Digital transformation: strengthen consumer proximity through new digital channels and technologies
• Skin care: gain consumers' favor with superior skin care innovations and a strong portfolio of global brands
• Growth potential: tap new growth markets and business areas and leverage global growth potential
• Increased productivity: accelerate growth through increased productivity
• Sustainability and Core Values: With the four Core Value attributes (Care, Simplicity, Courage and Trust), culture, sustainability, compliance as well as our employees' capabilities and skills, we are building on a strong foundation.

The structure of the remuneration system and the actual remuneration awarded on the basis of this system give the members of the Executive Board an incentive to pursue and achieve the goals defined in the strategy and thus work toward achieving sustainable and long-term growth of the company's enterprise value. In 2024, both the short- and long-term variable remuneration therefore included specific performance criteria geared toward the five priorities of the C.A.R.E.+ strategy.

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ANNUAL REPORT 2024

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Combined Management Report

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Beyond this strategic link, the Supervisory Board is guided by the following additional factors in structuring the remuneration system and determining the amount of remuneration:

Company's situation

Duties and performance of the Executive Board

Pay for performance

Appropriateness

Consistency

Regulatory conformity

The remuneration system is based on the company's operating, financial, and economic situation as well as its successes and outlook for the future.

The remuneration system takes into account the duties and performance of the Executive Board as a whole as well as of the individual members.

The remuneration system defines appropriate performance indicators for determining the performance-tied variable remuneration, which accounts for most of the total remuneration, to ensure that the Executive Board's performance is appropriately rewarded, while taking due account of any failure to achieve the defined targets.

The structure and amount of the Executive Board remuneration reflects customary market practice and is competitive. This is ensured by means of regular benchmarking against the relevant peer groups. In addition, the remuneration for the Executive Board is appropriately balanced in relation to the remuneration for the company's senior management and employees.

The remuneration system for the Executive Board and senior management create comparable incentives and have predominantly uniform objectives (consistency of the remuneration system). In addition, the corporate targets for employees' variable remuneration are defined on the basis of the corporate goals defined for the remuneration of the Executive Board. This ensures consistent incentives and, hence, a uniform control effect.

The remuneration system for the Executive Board is consistent with the German Stock Corporation Act and takes account of the recommendations and suggestions of the German Corporate Governance Code.

Procedure for Determining, Implementing, and Reviewing the Remuneration System

The Supervisory Board has drawn up and approved the remuneration system in accordance with the statutory requirements and in the light of the recommendations and suggestions of the German Corporate Governance Code (except where the company has declared a deviation from that Code). In doing so, it was advised and supported by external remuneration advisors and by its Presiding Committee, particularly on questions concerning the appropriateness and market conformity of the amount of the remuneration, and by the Personnel Committee, particularly on questions concerning the remuneration structure.

The Supervisory Board regularly reviews the remuneration system, particularly with regard to its appropriateness, including in relation to comparable companies (horizontal comparison) and within the company in relation to senior management and the workforce as a whole (vertical comparison). The review of the remuneration system is prepared by the Presiding Committee, which recommends any necessary adjustments to the remuneration system to the Supervisory Board. The Supervisory Board submits the remuneration system for approval by the Annual General Meeting in accordance with § 120a AktG in the event of any material change to the remuneration system and at least every four years. The remuneration system will next be submitted to the Annual General Meeting for approval in April 2025.

Definition of Specific Target Total Remuneration and Determination of the Amount of Remuneration

On the basis of the remuneration system, the Supervisory Board defines the specific target total remuneration for the individual members of the Executive Board comprising all fixed and variable remuneration components for the year including ancillary benefits.

The Supervisory Board defines the performance criteria for all variable compensation components for the financial year ahead at the recommendation of its Presiding Committee within the framework of the remuneration system. When defining the performance criteria, the Supervisory Board also determines the weighting of the individual performance criteria within the specific remuneration component. In addition, it ensures that the target remuneration under the variable remuneration components is

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ANNUAL REPORT 2024

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Combined Management Report

Consolidated Financial Statements

Additional Information

generally tied more closely to strategic objectives than to operational ones and that the amount of the target remuneration under long-term remuneration components is higher than that under the short- term remuneration component. For the short-term variable remuneration applicable in 2024, the Supervisory Board set the performance criteria in November 2023 following submission of the multi- year planning prepared by the Executive Board. The target total remuneration for the financial year 2024 was also determined in November 2023.

After the end of the financial year (or, in the case of long-term variable remuneration, after the end of the last financial year of the assessment period), the Supervisory Board determines the specific target achievement at the recommendation of its Presiding Committee. For this purpose, achievement of the financial targets is determined in connection with the preparation and approval of the annual and consolidated financial statements. Achievement of the non-financial targets is determined after detailed consultation derived from a comparison of the target/actual achievement of individual performance criteria. The Supervisory Board sets the variable remuneration and the total remuneration for the previous financial year on the basis of the target achievement. For the 2024 short-term variable annual bonus and the long-term variable remuneration LTP 2021-2024, the term of which ended as of December 31, 2024, the Supervisory Board determined the specific target achievement at its meeting on February 3, 2025 (see also e) in the "Remuneration structure and elements" section of this remuneration report).

Appropriateness and Market Conformity of the Remuneration/Comparison With Market Environment and Employee Remuneration

In determining remuneration, the Supervisory Board pays particular attention to ensuring that the target remuneration appropriately reflects the duties (including division responsibilities) and performance of the member of the Executive Board. In addition to distinctions based on specific functions, e.g., the position of Chairman of the Executive Board and regional responsibilities, the Supervisory Board may also, at its own due discretion, take account of other criteria such as location, experience, and length of service. The Supervisory Board also ensures that the remuneration of the Executive Board appropriately reflects the company's net assets, financial position, results of operations, and prospects for the future and does not exceed the customary remuneration without reason.

In assessing appropriateness and market conformity, the Supervisory Board particularly considers the specific competitive situation (horizontal comparison). For this purpose, the Supervisory Board considers relevant peer groups, which are selected on the basis of Beiersdorf's market position (particularly country, sector, and size). The peer groups, whose composition is disclosed in the remuneration system, comprise companies listed in the German DAX and MDAX equity indexes, on the one hand, and an international sector peer group, on the other. The horizontal comparison is also intended to ensure that the Executive Board receives competitive remuneration that conforms to standard market practice.

To ensure appropriate Executive Board remuneration in conformance with standard market practice, the Supervisory Board also considers its relationship to the company's internal remuneration structure (vertical comparison). To this end, it compares the amount of the average annual target remuneration paid to senior management, comprising the first and second management group of the Consumer Business Segment in Germany below the Executive Board, with the Executive Board remuneration. Moreover, the Executive Board remuneration is compared with the amount of the average annual remuneration across all employees in the Consumer Business Segment in Germany (including senior management). The ratio thus determined is also reviewed over time.

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ANNUAL REPORT 2024

To our Shareholders

Combined Management Report

Consolidated Financial Statements

Additional Information

The Supervisory Board has reviewed and confirmed the appropriateness and market conformity of the Executive Board remuneration in setting the specific target remuneration for 2024, most recently with the support of an external remuneration expert as part of the development of the remuneration system that will apply from 2025.

Remuneration Structure and Elements

a) Overview

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 is composed of a short-term variable bonus with annual targets (Variable Bonus) and a long-term variable bonus (LTP). It may also contain a multi-annual bonus (MAB) that is tied primarily to the targets defined for the area of responsibility of that member of the Executive Board. In addition, the members of the Executive Board may be offered a reappointment bonus (which may also be tied to performance).

The serving members of the Executive Board do not receive any pension commitments from the company. Executive Board members can decide in individual cases to convert their LTP into a defined contribution benefit commitment for which a reinsurance policy can be concluded.

Remuneration Components

performance-Non- remunerationrelated			Base remuneration
			Ancillary benefits
related-Performanceremuneration			andRetentionclaw-back
					Variable
					Bonus
					LTP
					MAB
	Maximum remuneration

Fixed annual amount paid in 12 equal instalments at the end of the calendar month

Customary benefits, such as company car, insurance, reimbursement of job-related relocation costs. In addition, secondment related benefits may be granted

• Period: one year
• Performance criteria: performance of the Consumer Business Segment; joint (financial/non-financial) and individual targets
• Cap: 200%
• Period: four years
• Performance criteria: strategy-related and/or non-financial targets
• Cap: 200%
• Period: duration of the appointment or at least three years
• Performance criteria: annual growth and increase in market shares or other KPIs from the respective Executive Board member's area of responsibility
• Cap: 200%

The maximum total remuneration is €9 million per year for the Chairman of the Executive Board and €6 million per year for each ordinary member of the Executive Board

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ANNUAL REPORT 2024

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Combined Management Report

Consolidated Financial Statements

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As a rule, the relative share of the base remuneration, on the one hand, and the short-term and long- term variable remuneration, on the other hand, break down as follows (including regular benefits but excluding any secondment-related benefits and reappointment bonuses):

Relative Shares of the Remuneration Components

In this description of the relative shares, long-term variable remuneration components (MAB and LTP) are included with an annual target value on a prorated basis, notwithstanding the fact that they are not due for payment until the end of the period. If a member of the Executive Board is granted a reappointment bonus, this is generally up to 50% of the annual target total remuneration at the beginning of the appointment period. The secondment-related benefits may equal an amount of up to 100% of the base remuneration depending on the location (see c) below for a breakdown of ancillary benefits). The relative shares accounted for by the other remuneration components are modified correspondingly in these cases.

The variable remuneration is predominantly measured over a multi-year period. In addition, the share of variable remuneration from long-term targets exceeds the share from short-term targets.

The remuneration of the individual members of the Executive Board in 2024, including the relative shares of the remuneration components granted and owed (within the meaning of § 162 (1) sentence 2 no. 1 AktG) is reported in the "Remuneration of the individual Executive Board members in 2024" section.

b) Base Remuneration

The base remuneration is a fixed annual amount paid in 12 equal installments at the end of each calendar month. If the service agreement begins or ends part way through a financial year, the base remuneration for that financial year is paid pro rata.

Together with the other remuneration components, the base remuneration forms the basis for recruiting and retaining the highly qualified members required by the Executive Board to develop and implement the business strategy. The remuneration should reflect both the duties and the performance of the individual Executive Board members and their skills and experience.

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ANNUAL REPORT 2024

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c) Ancillary Benefits

Each Executive Board member receives customary non-cash remuneration components and other ancillary benefits. The regular benefits may include:

• Provision of a company car, which may also be used for private purposes. In accordance with the Group's "Green Car Policy," the emissions produced by the company car must not exceed a certain carbon threshold. In lieu of a company car, a monthly "cash for car" allowance may also be granted
• Customary insurance cover, including contributions to health and accident insurance, as well as to any invalidity and surviving dependents policies
• Reimbursement of job-related relocation costs
• Allowance for school expenses

If, at the request of the company, a member of the Executive Board relocates their place of work or residence or does not maintain them at the headquarters of the company, other benefits may be granted. Such secondment-related benefits may particularly include:

• Foreign-secondmentallowance to cover the cost of accommodation at the place of residence
• Cost of flights for the member of the Executive Board and their family to and from the place of residence
• Further health insurance expenses

1. Reappointment

In individual cases, the Supervisory Board may agree on a bonus payable in the event of reappointment. As a rule, this reappointment bonus is due upon the reappointment taking effect ("reappointment bonus").

The Supervisory Board may at its own due discretion determine the structure of the reappointment bonus, in particular as a performance-related bonus, to which the performance criteria defined for the Variable Bonus (see e) below) or the MAB (see f)) apply.

e) Variable Bonus

The members of the Executive Board receive for each financial year a Variable Bonus tied to the performance of the Consumer Business Segment, which is paid out after a one-year measurement period following the Annual General Meeting of the year following the financial year in question.

The Variable Bonus is composed of joint and individual performance criteria that are tied to the company's financial and non-financial performance as well as its strategic and operational development. The joint targets are given a weighting of 70-90% and the individual targets a weighting of 10-30%.

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Variable Bonus

The Supervisory Board determines the selection and weighting of the individual performance criteria at the recommendation of the Presiding Committee for the new financial year. With respect to the total Variable Bonus, the individual performance criteria for the joint targets generally have a weighting of 10-40% and the individual targets a weighting of 5-20%.

In accordance with the remuneration system, the following performance criteria may be used for the Variable Bonus (at the discretion of the Supervisory Board):

Joint financialtargets			Sales
		EBIT margin
			Market shares and
			position
			Innovations
			Digitalization
Joint targetsfinancial
		Sustainability
non-
		People
			Diversity
	Individual targets

Sales growth in the Consumer Business Segment, may be adjusted for special factors, e.g., currency-translation effects and M&A

Increase in earnings before interest and taxes in the Consumer Business Segment as a percentage of revenues, subject to elimination of exceptional effects, e.g., currency- translation effects and M&A

Increase in market shares and position in the relevant categories, particularly skin care, also in new channels and markets

Strategic skin care initiatives and innovations

Strategic digitalization initiatives, e.g., shares of digital media, e-commerce, infrastructure, data analytics, and processes

Implementation of the sustainability agenda, particularly with a view to the seven focus areas, e.g.:

• Reduction of CO2e emissions
• Increase in the proportion of recyclable resources and packaging
• Use of renewable raw materials

Measures in connection with human resources management, e.g.:

• Succession planning, including identification and development of suitable candidates for the Executive Board and management
• Reinforcement and development of Beiersdorf employee's skills and capabilities

Measures for enhancing diversity, e.g.:

• Increase in the proportion of internationally active employees
• Promotion of gender diversity

Contribution to joint targets from functional or regional responsibilities or other personal targets

The performance criteria underlying the Variable Bonus create an incentive for the Executive Board to increase the company's enterprise value on a sustained and long-term basis in line with the business strategy. In particular, sales are to be increased by opening up new growth markets and areas of business, while profitability is to be improved by means of simultaneous investments in innovations. Market shares are to be widened and market positions strengthened by reinforcing the global brands and improving consumer proximity as well as through new digital channels and technologies. The performance criteria defined in the sustainability agenda and those related to diversity also reflect -

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in line with the Core Values underlying the strategy - the responsibility that the Executive Board has for creating long-term value for people, the environment, and society.

As a general rule, the targets defined for the performance criteria are based on the applicable annual planning. Similarly, measurable criteria are defined for the non-financial targets as far as possible. Depending on the individual case, these may be derived from the annual planning, strategic projects, or other activities. The achievement of non-financial targets is determined by comparing actual with target achievement.

On this basis, the Supervisory Board defines percentage target-achievement levels for the components of the Variable Bonus after the end of the financial year. The following target-achievement levels apply:

• The applicable components are omitted if target achievement is less than 70%.
• 50% of the target amount defined for the component in question is granted for target achievement of 70%.
• 80% of the target amount defined for the component in question is granted for target achievement of 80%.
• 200% of the target amount defined for the component in question is granted for target achievement of 200%. A cap is applied to target achievement of above 200%.
• The intermediate values are interpolated on a linear basis.

Target Achievement Levels - Variable Bonus

Subsequently, the total target achievement for and the amount of the Variable Bonus is calculated on the basis of the target achievement for the individual components.

For the 2024 Variable Bonus, the Supervisory Board set the joint and individual performance targets shown in the table below at the end of 2023 and, on February 3, 2025, determined the level of target achievement (also shown below) and resulting payment amount. In view of the end of the measurement period on December 31, 2024, the 2024 Variable Bonus was "granted" to the Executive Board members in the financial year 2024, even though it will not be paid out until after the 2025 Annual General Meeting.

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