The implementation on December 22, 2003, of the share purchase agreement dated October 23, 2003, increased TCHIBO Holding AG’s interest in Beiersdorf AG from 30.36 % of the share capital to 49.96 % of the share capital. Since March 30, 2004, TCHIBO Holding AG directly or indirectly holds 50.46 % of Beiersdorf AG’s share capital. In accordance with this, Beiersdorf AG is a dependent company within the meaning of § 312 (1) sentence 1 in conjunction with § 17 (2) Aktiengesetz (German Stock Corporation Act, AktG). Since no control agreement exists between Beiersdorf AG and TCHIBO Holding AG, the Executive Board of Beiersdorf AG prepares a report regarding dealings among Group companies in accordance with § 312 (1) sentence 1 AktG. In the period under review, Beiersdorf AG or its affiliates and TCHIBO Holding AG or its affiliates pooled purchase quotas to cut costs, as well as sourcing products from each other at standard market terms. Product samples from Beiersdorf AG were also distributed via the Tchibo branch network for advertising purposes.

In addition, goods and services are traded on a small scale between the Beiersdorf Group and non-consolidated Beiersdorf companies, as well as BSN medical GmbH & Co. KG, which is consolidated at equity, in the course of normal business. Business transactions with related parties are conducted on an arm’s length basis.

Declaration of Compliance with the German Corporate Governance Code

The Executive Board and Supervisory Board of Beiersdorf AG submitted their declaration of compliance with the recommendations of the Government Commission on the German Corporate Governance Code in accordance with § 161 Aktiengesetz (German Stock Corporation Act) at the end of December 2004, and made this declaration permanently accessible to shareholders on the Company’s website at www.Beiersdorf.com. The declaration of compliance is also reproduced in the Corporate Governance section.

Disclosures Relating to the Executive Board and Supervisory Board

Total compensation

Total compensation for members of the Supervisory Board for 2004 amounted to €1,130 thousand (previous year: €1,624 thousand). In accordance with the Articles of Association, this consists of a fixed component of €433 thousand (previous year: €328 thousand) and variable, dividend-based compensation of €697 thousand (previous year: €1,296 thousand).

	We focus on the development and management of our strong international brands.

The members of the Supervisory Board did not receive any compensation or benefits for services provided individually, such as advisory or agency services.

Total compensation for members of the Executive Board for 2004 totaled €4,884 thousand (previous year: €5,844 thousand). This amount consists of a fixed component of €1,620 thousand (previous year: €1,823 thousand) and a variable, dividend-based component of €3,264 thousand (previous year: €4,021 thousand).

Payments to former members of the Executive Board and their dependants amounted to €1,487 thousand (previous year: €1,407 thousand). Total provisions for pension commitments to former members of the Executive Board and their dependants amounted to €13,592 thousand (previous year: €13,615 thousand).

Loans

No loans have been granted to members of the Executive Board and Supervisory Board.

Shareholdings

At year end the members of the Executive Board of Beiersdorf AG held a combined total of significantly less than 0.01 % of the shares issued by the Company.

Michael Herz, member of the Supervisory Board of Beiersdorf AG since June 3, 2004, informed us according to §§ 21 (1), 22 (1) sentence 1 no. 1 in conjunction with sentence 3 Wertpapierhandelsgesetz (German Securities Trading Act, WphG) that his share of voting rights in our Company has amounted to 50.46 % since March 30, 2004. The other members of the Supervisory Board held no shares in the Company as of the balance sheet date.

Directors’ Dealings

In accordance with § 15a of the WpHG, the members of the Company’s Executive Board and Supervisory Board were legally obliged to promptly disclose the acquisition or disposal of shares in Beiersdorf AG in fiscal year 2004 to the Company. No such transactions were reported to us in the past fiscal year.

Shareholdings of Beiersdorf AG

A list of Beiersdorf AG’s shareholdings is filed with the commercial register of Hamburg Local Court (HRB 1787). The significant Group companies are listed here.

In line with the provisions of the Wertpapierhandelsgesetz (German Securities Trading Act, WphG), Beiersdorf AG received disclosures from several shareholders of the Company by the balance sheet date which it has published in accordance with § 25 (1) WpHG:

HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsverwaltung mbH, Hamburg, informed us in accordance with § 21 (1) WpHG that its share of voting rights in our Company exceeded the threshold of 5 % on December 22, 2003, and reached the threshold of 10 %, and that its precise share of the voting rights since that date has been 10.0 %.

The Free Hanseatic City of Hamburg informed us in accordance with § 21 (1) WpHG that its share of voting rights in our Company exceeded the threshold of 5 % on December 22, 2003, and is now 10.0 %. These voting rights are fully attributable to the Free Hanseatic City of Hamburg in accordance with § 22 (1) sentence 1 no. 1 WpHG. The Free Hanseatic City of Hamburg does not have any other direct interest in our Company.

Allianz AG, Munich, informed us in accordance with § 21 (1) WpHG that its share of voting rights in our Company fell below the threshold of 10 % on February 3, 2004 and that it has amounted to 7.85 % as of this date. 0.82 % of these rights are attributable to Allianz AG in accordance with § 22 (1) sentence 1 no. 1 WpHG.

TCHIBO Holding AG, Hamburg, informed us in accordance with § 21 (1) WpHG that its share of voting rights in our Company has exceeded the threshold of 50 % since March 30, 2004, and that it has held 50.46 % of voting rights as of this date. TCHIBO Holding AG also announced that it held a direct share of 20.10 % of the voting rights and that an unchanged total of 30.358 % of voting rights was still attributable to it in accordance with § 22 (1) sentence 1 no. 1 (3) WpHG. TCHIBO Holding AG, Hamburg, also informed us in accordance with § 21 (1) WpHG that it had transferred the voting rights from 20.10 % of shares in our Company to Tchibo Beteiligungsgesellschaft mbH, Hamburg, on December 22, 2004. However, TCHIBO Holding AG’s share of voting rights still amounts to 50.46 %, as these voting rights are attributable to the company in accordance with § 22 (1) sentence 1 no. 1 (3) WpHG. TCHIBO Holding AG also informed us that Tchibo Beteiligungsgesellschaft mbH acquired 20.10 % of the voting rights in our Company on December 22, 2004. As a result, the share of voting rights held by Tchibo Beteiligungsgesellschaft mbH in our Company exceeded the threshold of 50 % on December 22, 2004, and now amounts to 50.46 %. 30.358 % of these voting rights are attributable to Tchibo Beteiligungsgesellschaft mbH in accordance with § 22 (1) sentence 1 no. 1 (3) WpHG. TCHIBO Holding AG also informed us that the share of voting rights held by Vanguard Grundbesitz GmbH, Hamburg, in our Company remained unchanged, at 29.99 %.

In addition, the following persons and companies listed below informed us in accordance with § 21 (1) WpHG that their share of voting rights had each exceeded the threshold of 50 % on March 30, 2004, and that they were entitled to the share of voting rights of 50.46 % each which are fully attributable to them in accordance with § 22 (1) sentence 1 no. 1 in conjunction with sentence 3 WpHG:

	SPM Beteiligungs- und Verwaltungs GmbH, Norderstedt
	EH Real Grundstücksgesellschaft mbH & Co. KG, Norderstedt
	EH Real Grundstücksverwaltungsgesellschaft mbH, Norderstedt
	Scintia Vermögensverwaltungs GmbH, Norderstedt
	Trivium Vermögensverwaltungs GmbH, Norderstedt
	Michael Herz, Germany
	Wolfgang Herz, Germany
	Agneta Peleback-Herz, Germany
	Ingeburg Herz GbR, Norderstedt
	Max und Ingeburg Herz Stiftung, Norderstedt
	Ingeburg Herz, Germany
	CORO Vermögensverwaltungsgesellschaft mbH, Hamburg
	Joachim Herz, Germany

In accordance with § 25 (1) sentence 3 in connection with § 21 (1) sentence 1 WpHG, Beiersdorf AG also announced that it had exceeded the threshold of 5 % of the voting rights in its own company on February 3, 2004, and that a share of 9.99 % has been attributable to it since then. The own shares held by the Company do not carry voting or dividend rights in accordance with § 71b Aktiengesetz (German Stock Corporation Act, AktG).

Proposal on the Utilization of Beiersdorf AG’s Net Retained Profits

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The Executive Board and Supervisory Board will propose to the Annual General Meeting that the net retained profits from fiscal year 2004 in the amount of €145 million be utilized as follows:

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The shares carrying dividend rights at the time of the Executive Board’s proposal on the utilization of the net retained profits have been reflected in the amounts specified for the total dividend and for the transfer to retained earnings. The own shares held by the Company do not carry dividend rights in accordance with § 71b Aktiengesetz (German Stock Corporation Act, AktG).

If the number of own shares held by the Company at the time of the resolution by the Annual General Meeting on the utilization of the net retained profits is higher or lower than at the time of the Executive Board’s proposal on the utilization of the profits, the total amount to be distributed to the shareholders shall be reduced or increased by the portion of the dividend attributable to the difference in the number of shares. The amount to be appropriated to the other retained earnings shall be adjusted inversely by the same amount. In contrast, the dividend to be distributed per no-par value bearer share entitled to dividend shall remain unchanged. If necessary, an appropriately modified draft resolution will be presented to the Annual General Meeting.

Hamburg, February 21, 2005

The Executive Board