Compliance Declaration

Corporate governance report for the financial year 2009/2010

Corporate governance covers the system of managing and monitoring a company, including its organisational structure, its corporate policies and guidelines as well as the internal and external mechanisms of control and monitoring. Nordzucker AG attaches great importance to well-structured, authentic corporate governance as it ensures that the management of the company is carried out in the spirit of long-term value creation. It fosters the confidence of shareholders, financial markets, business partners, staff and the general public in the management and monitoring of the Nordzucker Group.

 Corporate governance is the foundation for the decision-making and control procedures at Nordzucker AG. The company's activities are based on clearly defined guidelines. These guidelines ensure that the company's actions are systematically aligned with the interests and expectations of shareholders, customers, business partners and staff. Nordzucker's actions are based on the values of courage, focus on results, passion, sustainability, reliability and respect.

 The actions of all our staff are aimed at earning an appropriate and sustainable profit, continually generating growth and increasing our market share. Continuous improvement of all business processes by competent, well-managed staff earning performance-related pay secures the existence and the systematic long-term development of the company in an ever-changing competitive environment.

 Meeting standards for food and animal feed quality and safety, conserving resources, continuously minimising and preventing environmental damage as well as safeguarding health and safety at work are an integral part of all Nordzucker's activities. Particular importance is attached to avoiding and preventing errors.

 The Executive Board of Nordzucker AG is responsible for determining company policy. It sets corporate strategy, plans and approves company budgets, decides on the allocation of resources and monitors company development. The Executive

Board is also responsible for preparing the quarterly and annual financial statements for Nordzucker AG and the consolidated financial statements.

 The Supervisory Board of Nordzucker AG has twenty-one members. Two thirds of the Supervisory Board members represent the shareholders and one third represents the workforce. The Supervisory Board monitors the Executive Board and advises it on the management of the company. The Supervisory Board regularly discusses the course of business and company planning as well as corporate strategy and its implementation. It examines and approves the annual financial statements of Nordzucker AG and the consolidated financial statements for the Group, giving due regard to the auditors’ report and the results of the examination by the Audit Committee. Major Executive Board decisions are subject to its approval.

 The remuneration of the Executive Board and the Supervisory Board as well as company shares held by members of the Executive or Supervisory Board are dealt with in the notes to the consolidated statements (Nos. 45.2 and 45.3). Neither members of the Executive Board nor members of the Supervisory Board bought or sold company shares for more than EUR 5,000 in the calendar year.