Declaration by Nordzucker AG on the German Corporate Governance Code in line with Sec. 161 AktG (German Stock Corporation Act)

The Executive Board and Supervisory Board of Nordzucker AG, Braunschweig, have examined the recommendations of the German Corporate Governance Code as amended on 13 May 2013 in detail. Although the German Corporate Governance Code is not binding for Nordzucker AG, which is not publicly listed, the company has complied and continues to comply with the recommendations it contains, with the following exceptions:

  1. Beyond the requirements for companies that are not publicly listed, the Supervisory Board includes two members who are financial experts within the meaning of Sec. 100 paragraph 5 AktG. Neither of these financial experts chairs the Audit Committee, but both are members of it (Number 5.3.2).
  2. Given the particular significance of agricultural expertise for the company, conflicts of interest to which Supervisory Board members may be subject are of secondary importance (Number 5.5.3).
  3. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding Aktiengesellschaft, the latter has a particular need for information (Number 6.1).

To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG. The company also assumes no voluntary obligation to adhere to them. Otherwise, we refer to the comments in the Corporate Governance Report.

Braunschweig, March 2014

Hartwig Fuchs
Chief Executive Officer

Hans-Christian Koehler
Chairman of the Supervisory Board