Declaration by Nordzucker AG on the German Corporate Governance Code in accordance with Section 161 German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of Nordzucker AG, Braunschweig, have studied the recommendations of the version of the German Corporate Governance Code dated 18 June 2009, and approve the regulations it contains. Although the German Corporate Governance Code is not mandatory for Nordzucker AG as a non-publicly quoted company, the recommendations and concepts it contains have been and shall continue to be satisfied by Nordzucker AG with the following exceptions:

1.      Implementation of the electronic distribution of the documents concerning the convening of the annual general meeting as recommended in Clause 2.3.2 will not be implemented for economic reasons.

2.      The recommendation in Clause 4.2.3, to agree remuneration caps in the Management Board contracts is not implemented in full: this is taken into consideration in other significant parts of the employment contracts.

3.      The regulation in Clause 4.2.4, Section 2, to publish along with the name the benefits awarded to a member of the Management Board in the event that the member ends his/her activity on the Management Board either early or regularly, is not complied with because this legal stipulation only applies to listed companies.

4.      The recommendation in Clause 5.5.3, on how to handle conflicts of interest concerning members of the Supervisory Board is waived because of the special importance to the company of agricultural expertise.

5.      The recommendation in Clause 6.3, to treat shareholders equally with respect to the dissemination of information is waived because the incorporation of Nordzucker AG in the consolidated financial statements of Nordzucker Holding AG means that Nordzucker Holding AG has a higher priority to receive information.

6.      The recommendation in Clause 7.1.2, to publish the consolidated financial statements within 90 days of the end of the financial year, and to publish the interim reports within 45 days of the end of each reporting period, is not implemented for organisational reasons.

Braunschweig, March 2010

H. Fuchs                                                       Dr. H. Isermeyer
Chairman of the                                           Chairman of the
Management Board                                      Supervisory Board

Declaration by Nordzucker AG on the German Corporate Governance Code in accordance with Section 161 German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of Nordzucker AG, Braunschweig, have studied the recommendations of the version of the German Corporate Governance Code dated 6 June 2008, and approve the regulations it contains. Although the German Corporate Governance Code is not mandatory for Nordzucker AG as a non-publicly quoted company, the recommendations and concepts it contains have been and shall continue to be satisfied by Nordzucker AG with the following exceptions:

1.    Implementation of the electronic distribution of the documents concerning the convening of the annual general meeting as recommended in Paragraph 2.3.2 will not be implemented for economic reasons.

2.    The recommendation in Paragraph 4.2.2, to empower the full Supervisory Board to pass resolutions on the system of remuneration for the Management Board, including the main contractual elements, is not pursued because the current practise of investing the personnel committee of the Supervisory Board with the authority to carry out these tasks, which then informs the full Supervisory Board, has been successful in the past.

3.    The recommendation in Paragraph 4.2.3, to agree remuneration caps in the Management Board contracts is not implemented because of the legal misgivings about remuneration caps in Management Board contracts.

4.    The recommendation in Paragraph 6.3, to treat shareholders equally with respect to the dissemination of information is waived because the incorporation of Nordzucker AG in the consolidated financial statements of Nordzucker Holding AG means that Nordzucker Holding AG has a greater priority to receive information.

5.    The recommendation in Paragraph 7.1.2, to publish the consolidated financial statements within 90 days of the end of the financial year, and to publish the interim reports within 45 days of the end of each reporting period is not implemented for organisational reasons.

Braunschweig, March 2009

H.-G. Birlenberg                                               Dr. H. Isermeyer
Chairman of the Management Board               Chairman of the Supervisory Board

Declaration by Nordzucker AG concerning the German Corporate Governance Code on the basis of Section 161 German Stock Corporation Act

Management Board Meeting 7 April 2008

The Management Board and Supervisory Board of Nordzucker AG, Braunschweig, have discussed in detail the recommendations within the German Corporate Governance Code, version 14 June 2007, and approve the regulations it contains. Although the German Corporate Governance Code is not mandatory for Nordzucker AG as a non-publicly quoted company, the recommendations and concepts it contains have been and shall continue to be satisfied by Nordzucker AG with the following exceptions:

1.    Implementation of the electronic distribution of the documents concerning the convening of the annual general meeting as recommended in Paragraph 2.3.2 will initially undergo analysis. A decision on the provision of electronic documents concerning the convening of the annual general meeting is expected prior to the 2008 AGM.

2.    The recommendation in Paragraph 5.4.1. to take into consideration the international activity of the company when proposing candidates for the Supervisory Board has so far been set aside in favour of adequate representation of each beet growing area within Germany.

Braunschweig, April 2008

H.-G. Birlenberg                                          Dr. H. Isermeyer
Chairman of the Management Board         Chairman of the Supervisory Board


Resolution
The Management Board resolves the aforementioned version of the Declaration of Compliance with the German Corporate Governance Code.
Braunschweig, 7 April 2008


                        
H.-G. Birlenberg        

Dr. H. Einfeld        

G. Jakobiak        

Dr. M. Wienkenhöver

Declaration of Nordzucker AG on the German Corporate Governance Code, in compliance with § 161 Companies Act (AktG)

The Management Board and Supervisory Board of Nordzucker AG, Braunschweig, have examined in detail the recommendations of the German Corporate Governance Code of 12 June 2006 and are in agreement with the regulations contained therein. Although the German Corporate Governance Code is not binding for Nordzucker AG, as the company is not listed on the stock market, its recommendations and suggestions are to be implemented by Nordzucker AG with the following exceptions:

1. Paragraph 5.4.1 of the German Corporate Governance Code stipulates an age limit for members of the Supervisory Board. The rules of procedure of the Supervisory Board of Nordzucker AG stipulate an age limit of 65 for membership of the Supervisory Board. This rule was relaxed by the shareholders’ general meeting on 5 September 2003 to allow the appointment to the Supervisory Board of two members whose particular abilities and experience from their lengthy involvement with Nordzucker AG and Union-Zucker Südhannover GmbH would be of particular benefit to the work of the Supervisory Board.
2. Paragraph 5.4.1. of the German Corporate Governance Code includes the recommendation that nominees for membership of Supervisory Boards should take into account the company’s international profile. As the shareholders of Nordzucker AG are exclusively from northern Germany, the Group’s international profile is not currently reflected in the membership of the Supervisory Board.

Braunschweig, March 2007

H.-G. Birlenberg    
Chairman of the Management Board

Dr. H. Isermeyer
Chairman of the Supervisory Board

Declaration of compliance of Nordzucker AG with the German Corporate Governance Code pursuant to Section 161 German Stock Corporation Act (AktG).

The Management Board and the Supervisory Board of Nordzucker AG Braunschweig/ Germany have studied in detail the recommendations of the German Corporate Governance Code in the version issued on 2 June 2005 and agree to the regulations set forth in said code. Even though the German Corporate Governance Code is not binding for Nordzucker AG as a non-publicly quoted company, Nordzucker AG complies and will continue to comply with the recommendations of the code with the following exceptions:

The German Corporate Governance Code recommends in Subsection 5.4.1 that an age limit be defined and considered for members of the Supervisory Board. Nordzucker AG has defined a limit of 65 years of age for active Supervisory Board members. At the annual general meeting on 5 September 2003, the election of two Supervisory Board members deviated from this principle because their special abilities and experience, associated with their long membership of the corporate bodies of Nordzucker AG and Union-Zucker Südhannover GmbH, make a valuable contribution to the work of the Nordzucker AG Supervisory Board.

The German Corporate Governance Code recommends in Subsection 7.1.1 that shareholders and third parties be kept up to date during the course of the financial year by the publication of interim reports. Nordzucker AG has issued six-monthly reports since 2005, and alongside the conversion of its accounting practices to IFRS (International Financial Reporting Standards) shall prepare quarterly reports in the 2006/07 financial year and publish these from the 2007/08 financial year onwards.

Braunschweig, February 2006

Declaration of Compliance of Nordzucker AG with the German Corporate Governance Code along the lines of Section 161 German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of Nordzucker AG Braunschweig/Germany have studied in detail the recommendations of the “Government Commission on the German Corporate Governance Code” published by the Federal Ministry of Justice in the official part of the Federal Bulletin of 4 July 2003. Both boards agree to the regulations set forth in said code. Even though the German Corporate Governance Code is not binding for Nordzucker AG as a non-publicly quoted company, Nordzucker AG complies, and will continue to comply with the recommendations of the Code with the following exceptions:

1. The German Corporate Governance Code recommends in Subsection 5.4.1 that an age limit be defined and considered for members of the Supervisory Board. Nordzucker AG has defined a limit of 65 years of age for active Supervisory Board members. At the annual general meeting on 5 September 2003, the election of two Supervisory Board members deviated from this principle because their special abilities and experience, associated with their long membership of the corporate bodies of Nordzucker AG and Union-Zucker Südhannover GmbH, make a valuable contribution to the work of the Nordzucker AG Supervisory Board.

2. The German Corporate Governance Code recommends in Subsection 5.4.5 that the remuneration of Supervisory Board members distinguishes between the committee chairman and the committee members. The committee chairmen do not currently receive any special remuneration. This Code recommendation is to be implemented by proposing a change to the company Articles of Association at the 2005 annual general meeting. The resolution proposes that the committee chairmen receive 1.5 times the remuneration of an ordinary supervisory board member.

3. The German Corporate Governance Code recommends in Subsection 7.1.1 that shareholders and third parties be kept up to date during the course of the financial year by the publication of interim reports. Nordzucker AG intends to comply with this recommendation with the future implementation of IAS (International Accounting Standards) and IFRS (International Financial Reporting Standards).

4. The past exceptions to the individualised reporting in the notes to the annual financial statements of the remuneration of members of the Management Board (Subsection 4.2.4 Code) and the remuneration of the members of the Supervisory Board (Subsection 5.4.5, Para 3 Code), not to mention, the D&O insurance arranged by the company which also deviated in the past from the Code recommendations by not including any deductible portion of loss to be borne by the Management Board or the Supervisory Board (Subsection 3.8, Para. 2 Code), have now been corrected. These three recommendations have now either been complied with by Nordzucker AG in the meantime, or are being complied with in the 2004/2005 Annual Report.

Braunschweig, February 2005

Dr. Ulrich Nöhle
(Management Board Chairman)

Henning Hansen-Hogrefe
(Supervisory Board Chairman)