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Beiersdorf - AGM 01 April 2021

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

Item 4: We recommend to oppose the discharge of the Supervisory Board due to our concerns over the determination of a separate target achievement for the joint performance criteria of the annual bonus for the Management Board members in financial year 2020. On 29 April 2020, i.e. already during the performance period, the Supervisory Board resolved to assume a target achievement of 100% for certain performance criteria, which together account for 80% of the annual bonus, for financial year 2020. As a result, a substantial part of the annual bonus was guaranteed and no longer subject to any performance condition which is considered inappropriate and in our view undermined its incentivising nature. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Presiding Committee ("Chairman's Committee"), Prof. Dr. Reinhard Pöllath. However, as the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Item 6: Approval is sought for the remuneration system for the Management Board which is applicable since financial year 2021 for all newly concluded service agreements. Disclosure is below market practice. The Company fails to disclose the future base salary amounts and target amounts for the variable remuneration components. Furthermore, the relative shares of the individual remuneration components as part of the total target remuneration are only disclosed as combined ranges for all Management Board members which does not allow for a meaningful assessment of the structure of remuneration that may be paid under the new remuneration system. Consequently, we are unable to determine whether the maximum variable remuneration as a percentage of base salary meets ECGS guidelines. The new remuneration system in addition has the following shortcomings: While the discontinuation of the previous long-term incentive based on the so-called Enterprise Value Component and the introduction of malus and clawback provisions are regarded as improvements in comparison to the previous remuneration system, we consider the new remuneration system to be overly complex with up to two long-term incentives (LTP and MAB) for certain (unnamed) Management Board members. Furthermore, it is unclear whether the annual bonus includes discretionary or qualitative, non-quantifiable criteria that are in line with our accepted maximum of 20% of the annual bonus. The LTP does not operate one or more clearly disclosed and challenging financial performance criteria and is exclusively based on the achievement of non-financial targets. In additon, we raise our concerns over the possible granting of reappointment bonuses at the sole discretion of the Supervisory Board as they are not in line with market practice. Finally, we would have favoured the new remuneration system to uniformly apply to all Management Board members from financial year 2021 onwards. We therefore recommend to oppose the approval of the remuneration system for the Management Board members.

Beiersdorf AG

Beiersdorf manufactures and distributes consumer goods. Co. operates in two business segments: consumer, which is Co.'s main business that focuses on the skin and body care markets, with products including NIVEA's Deodorant Invisible for Black & White, NIVEA Deodorant Stress Protect, NIVEA In-Shower Body Lotion, NIVEA Cellular Anti-Age face care, and Eucerin's VOLUME-FILLER; and tesa, which develops, produces, and markets self-adhesive products and system solutions for industry, craft businesses, and consumers. In the electrical industry, the tesa business segment's adhesive systems are used in mobile devices such as smartphones, tablet personal computers, and MP3 players.


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