Voting Results Annual General Meeting 2020

At the time of voting on the agenda items 2 to 12 190,288,627 no-par value shares with a matching number of votes, corresponding to 75.51% of the capital stock, were present. In addition, 1,688,334 no-par value shares with a matching number of votes were submitted via postal vote. Thus, a total number of 191,976,961 no-par value shares with a matching number of votes, corresponding to 76.18% of the capital stock, was present.

Voting Results

Agenda Item 2: Resolution on the utilization of net retained profits

Yes votes: 188,611,479 votes
No votes:
3,306,402 votes
Abstentions: 59,080 votes

The number of shares, for which valid votes were casted, amounts to 191,917,881, corresponding to 76.16% of the statutory stock capital.

It was stated that the management proposal on the utilization of net retained profits of the fiscal year 2019, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority.

Agenda Item 3: Resolution on the official approval of the actions of the members of the Executive Board

Yes votes: 191,293,601 votes
No votes:
426,521 votes
Abstentions: 256,839 votes

The number of shares, for which valid votes were casted, amounts to 191,720,122, corresponding to 76.08% of the statutory stock capital.

The exclusion of voting rights was observed.

It was stated that the management proposal on the official approval of the actions of the members of the Executive Board of the fiscal year 2019, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority.

Agenda Item 4: Resolution on the official approval of the actions of the members of the Supervisory Board

Yes votes: 190,502,998 votes
No votes:
1,229,890 votes
Abstentions: 244,073 votes

The number of shares, for which valid votes were casted, amounts to 191,732,888, corresponding to 76.08% of the statutory stock capital.

The exclusion of voting rights was observed.

It was stated that the management proposal on the official approval of the actions of the members of the Supervisory Board for fiscal year 2019, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority.

Agenda Item 5: Election of the auditors for fiscal year 2020 and the auditors for the auditor’s review of the half-year financial statements for fiscal year 2020

Yes votes: 185,730,131 votes
No votes:
6,186,795 votes
Abstentions: 60,035 votes

The number of shares, for which valid votes were casted, amounts to 191,916,926, corresponding to 76.16% of the statutory stock capital.

It was stated that the proposal of the Supervisory Board to elect Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditors for Beiersdorf Aktiengesellschaft and the Beiersdorf Group for fiscal year 2020 and as the auditors for a possible auditor’s review of the half-year financial statements for fiscal year 2020, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority.

Agenda Item 6: Resolution on the cancelation of the existing Authorized Capital I in accordance with § 5 (2) of the Articles of Association, and on the creation of a new Authorized Capital I; amendment to the Articles of Association

Yes votes: 188,438,446 votes
No votes:
3,480,367 votes
Abstentions: 58,148 votes

The number of shares, for which valid votes were casted, amounts to 191,918,813, corresponding to 76.16% of the statutory stock capital.

It was stated that the management proposal under agenda item 6 on the cancellation of the existing Authorized Capital I in accordance with § 5 (2) of the Articles of Association, and on the creation of a new Authorized Capital I, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority of votes and necessary capital majority.

Agenda Item 7: Resolution on the cancelation of the existing Authorized Capital II in accordance with § 5 (3) of the Articles of Association, and on the creation of a new Authorized Capital II; amendment to the Articles of Association

Yes votes: 189,555,451 votes
No votes:
2,364,381 votes
Abstentions: 57,129 votes

The number of shares, for which valid votes were casted, amounts to 191,919,832, corresponding to 76.16% of the statutory stock capital.

It was stated that the management proposal under agenda item 7 on the cancellation of the existing Authorized Capital II in accordance with § 5 (3) of the Articles of Association, and on the creation of a new Authorized Capital II, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority of votes and necessary capital majority.

Agenda Item 8: Resolution on the cancelation of the existing Authorized Capital III in accordance with § 5 (4) of the Articles of Association, and on the creation of a new Authorized Capital III; amendment to the Articles of Association

Yes votes: 189,554,790 votes
No votes:
2,364,478 votes
Abstentions: 57,693 votes

The number of shares, for which valid votes were casted, amounts to 191,919,268, corresponding to 76.16% of the statutory stock capital.

It was stated that the management proposal under agenda item 8 on the cancellation of the existing Authorized Capital III in accordance with § 5 (4) of the Articles of Association, and on the creation of a new Authorized Capital III, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority of votes and necessary capital majority.

Agenda Item 9: Resolution on the cancelation of the existing authorization to issue convertible bonds and/or bonds with warrants and of the existing contingent capital in accordance with § 5 (5) of the Articles of Association, and on the renewed authorization to issue convertible bonds and/or bonds with warrants and the creation of new contingent capital; amendment to the Articles of Association

Yes votes: 188,589,289 votes
No votes:
3,329,563 votes
Abstentions: 58,109 votes

The number of shares, for which valid votes were casted, amounts to 191,918,852, corresponding to 76.16% of the statutory stock capital.

It was stated that the management proposal under agenda item 9 on the cancellation of the existing authorization to issue convertible bonds and/or bonds with warrants and of the existing contingent capital in accordance with § 5 (5) of the Articles of Association, and on the renewed authorization to issue convertible bonds and/or bonds with warrants and the creation of a new contingent capital, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority of votes and necessary capital majority.

Agenda Item 10: Resolution on the authorization to purchase and utilize own shares

Yes votes: 161,912,010 votes
No votes:
29,835,631 votes
Abstentions: 229,320 votes

The number of shares, for which valid votes were casted, amounts to 191,747,641, corresponding to 76.09% of the statutory stock capital.

It was stated that the management proposal under agenda item 10 on the authorization to purchase and utilize own shares, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority of votes and necessary capital majority.

Agenda Item 11: Resolution on the amendment of Section 18 (2) sentence 1 of the Articles of Association (Adjustment to the German Stock Corporation Act as amended by the ARUG II)

Yes votes: 191,911,034 votes
No votes:
5,193 votes
Abstentions: 60,734 votes

The number of shares, for which valid votes were casted, amounts to 191,916,227, corresponding to 76.16% of the statutory stock capital.

It was stated that the management proposal under agenda item 11 on the authorization to on the amendment of Section 18 (2) sentence 1 of the Articles of Association, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority of votes and necessary capital majority.

Agenda Item 12: Supplementary elections to the Supervisory Board

a) Wolfgang Herz

Yes votes: 167,840,018 votes
No votes:
24,076,738 votes
Abstentions: 60,205 votes

The number of shares, for which valid votes were casted, amounts to 191,916,756, corresponding to 76.16% of the statutory stock capital.

It was stated that the proposal of the Supervisory Board under agenda item 6 to elect Mr. Wolfgang Herz to the Supervisory Board as a shareholder representative, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority.

b) Beatrice Dreyfus

Yes votes: 190,784,977 votes
No votes:
1,129,905 votes
Abstentions: 62,079 votes

The number of shares, for which valid votes were casted, amounts to 191,914,882, corresponding to 76.16% of the statutory stock capital.

It was stated that the proposal of the Supervisory Board under agenda item 6 to elect Ms. Beatrice Dreyfus as an alternate member for Mr. Herz during Mr. Herz’s term of office, as published in the Bundesanzeiger (Federal Gazette) on April 6, 2020, was accepted with the necessary majority.