BEI Beiersdorf AG

Etude de l'AG du 20/04/2017

Item 7: Approval is sought for the amended remuneration system which is applicable since financial year 2016. The amended remuneration system is considered as a deterioration compared to the previous remuneration system due to the abolition of the deferral of part of the annual bonus and the removal of an additional performance criterion from a component of the long-term incentive. Furthermore, we have concerns over the structure of remuneration being paid to Management Board members: The CEO's maximum total remuneration (excluding benefits in kind) may reach up to EUR 9.75m (780% of base salary) which significantly exceeds ECGS guidelines according to which the maximum total remuneration should not exceed 400% of base salary. Finally,

we raise our concerns over a one-time payment granted to the CEO in financial year 2016 to compensate him for the amendments to the remuneration system. We therefore recommend to oppose the amended remuneration system for Management Board members.

27 pages

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Basic Materials - Germany
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