The Management Board of AGRANA Beteiligungs-AG has four members.

The members of the Management Board hold supervisory board or similar positions in the following
domestic and foreign companies not included in the consolidated financial statements:

• Johann Marihart
  As a result of the syndicate agreement between Südzucker AG, Mannheim/Ochsenfurt, and Zucker-Beteiligungsgesellschaft m.b.H., Vienna, Johann Marihart serves as a member of the management board of Südzucker AG, Mannheim/Ochsenfurt, and as a member of the supervisory boards of the subsidiaries Raffinerie Tirlemontoise S.A., Brussels, Saint Louis Sucre S.A., Paris, and Beneo GmbH, Mannheim.
  
  In Austria he serves as supervisory board chairman of TÜV Austria Holding AG and Spanische Hofreitschule Wien and is a member of the supervisory boards of Leipnik-Lundenburger Invest Beteiligungs AG, Ottakringer Getränke AG and BBG Bundesbeschaffung GmbH. He is vice-chairman of the supervisory board of Österreichische Forschungsförderungsgesellschaft m.b.H. and a member of the General Council (the supervisory board) of Oesterreichische Nationalbank.
• Thomas Kölbl
  Thomas Kölbl holds the following positions: Member of the supervisory boards of Baden-Württembergische Wertpapierbörse GmbH, Stuttgart, BENEO GmbH, Mannheim, Crop Energies AG, Mannheim, Freiberger Holding GmbH, Berlin, Raffinerie Tirlemontoise S.A., Brussels, Saint Louis Sucre S.A., Paris, and Südzucker Polska S.A., Wroclaw. He is also supervisory board chairman of Mönnich GmbH, Kassel, PortionPack Europe Holding B.V., Oud-Beijerland, and Südzucker Versicherungs-Vermittlungs-GmbH, Mannheim.

The Management Board of AGRANA Beteiligungs-AG manages the company’s business in accordance with principles of modern governance and with the legal requirements, the Articles of Association and the Management Board terms of reference (the Management Board charter). The members of the Management Board are in ongoing communication with each other and, in Management Board meetings held at least every two weeks, deliberate on the current course of business and make the necessary informal and formal decisions. The company is managed on the basis of the open exchange of information and regular meetings with the division heads and other senior divisional management.

The allocation of responsibilities and the cooperation within the Management Board are set out in its terms of reference. The terms of reference also detail the Management Board’s responsibilities with respect to communication and reporting, and list the types of actions which require the approval of the Supervisory Board.

The remits of the Management Board members are as follows:

The total compensation of the Management Board in the 2009|10 financial year was € 1,451 thousand
(prior year: € 1,745 thousand). In the 2009 |10 financial year the Management Board voluntarily
waived its right to the performance-based pay component, which is tied to the amount of the
dividend paid. In the prior year, a performance-based compensation component of € 670 thousand
was paid. The Management Board member of AGRANA Beteiligungs-AG appointed on the basis of
the syndicate agreement between Südzucker AG, Mannheim/Ochsenfurt, and Zucker-Beteiligungsgesellschaft m.b.H., Vienna, does not receive compensation for serving in this capacity.

Post-employment benefits granted to the Management Board under the Company’s plan are pension, disability insurance and survivor benefits. The pension becomes available when the pension eligibility criteria of the Austrian public pension scheme (ASVG) are met. The amount of the pension is calculated as a percentage of a contractually agreed assessment base. Current contributions of € 410 thousand (prior year : € 356 thousand) were paid to the pension fund and a release of € 612 thousand from provisions for pension obligations was recognised in other provisions (prior year: addition of € 653 thousand to provisions for pension obligations).

In the event of early retirement within ASVG rules, the amount of the pension is reduced. The retirement benefit obligations in respect of the Management Board are administered by an external pension fund. The obligation’s excess of € 863 thousand (previous year: € 1,259 thousand) over the existing plan assets at the end of the financial year under review was recognised in provisions. In the event that a Management Board appointment is withdrawn, severance pay has been agreed consistent with the Employees Act.

AGRANA maintains directors and officers liability insurance coverage for management staff. The cost is borne by the company.

Transactions of members of the Management Board are notified to the Financial Market Authority (FMA) in accordance with section 48d (4) Stock Exchange Act and published on the website of the FMA. During the reporting period, Johann Marihart sold 200 shares of AGRANA Beteiligungs-AG.

The Supervisory Board of AGRANA Beteiligungs-AG has twelve members, of whom eight are shareholder representatives elected by the Annual General Meeting and four are employee representatives from the staff council.

In the 2009|10 financial year, the following persons retired from the Supervisory Board:

• Rudolf Müller, Ochsenfurt, independent
  On Supervisory Board since 30 March 1995, r etired on 10 July 2009
  – Member of the Supervisory Board of K+S Aktiengesellschaft, Kassel
• Theo Spettmann, Ludwigshafen, independent
  On Supervisory Board since 14 July 2006, r etired on 10 July 2009
  – Member of the Supervisory Board of Mannheimer AG Holding, Mannheim
• Franz Ennser, Vienna
  Retired on 21 Oct ober 2009
• Erich Weissenböck, Gmünd
  Retired on 31 Dec ember 2009

Supervisory Board independence
The Supervisory Board of AGRANA Beteiligungs-AG has decided to apply the guidelines for the
definition of supervisory board independence as set out in Annex 1 t o the Austrian Code of
Corporate Governance 2009:

• The Supervisory Board member shall not have been a member of the Management Board or other management staff of the Company or a subsidiary of the Company.
• The Supervisory Board member shall not have a business relationship, of a size significant to the member, with the Company or a subsidiary of the Company, and shall not have had such a relationship in the preceding year. This also applies to business relationships of companies in which the Supervisory Board member holds a significant economic interest, but does not apply to board positions held within the Group.
• The approval of individual transactions by the Supervisory Board under L rule 48 does not automatically imply a member’s qualification as non-independent.
• The Supervisory Board member shall not, in the past three years, have been an external auditor of the Company or a partner or employee of the then-current independent auditing firm.
• The Supervisory Board member shall not be a management board member of another company in which a member of the Company’s Management Board is a supervisory board member.
• The Supervisory Board member shall not be a member of the Supervisory Board for more than 15 years. This does not apply to Supervisory Board members who are shareholders with a strategic shareholding in the Company or who represent the interests of such a shareholder.
• The Supervisory Board member shall not be a close relative (direct descendant, spouse, commonlaw spouse, parent, uncle, aunt, sibling, nephew or niece) of a Management Board member or of persons holding any of the positions referred to in the foregoing items.
• The Supervisory Board advises the Management Board in its strategic planning and projects. The Supervisory Board makes decisions jointly with the Management Board in matters where it is required by law, by the Articles of Association or by the Supervisory Board’s terms of reference. The mandate of the Supervisory Board is to supervise the Management Board in the management of the Company.

Committees and their members
Where the importance or specialist nature of a particular subject matter makes it appropriate, the Supervisory Board also exercises its advisory and supervisory functions through the following three committees:

The Nomination and Remuneration Committee deals with the legal relationships between the Company and the members of the Management Board. The committee is responsible for succession planning for the Management Board and approves the compensation schemes for the Management Board members. The Strategy Committee prepares strategic decisions of the Supervisory Board by providing decision support, and makes decisions in urgent matters. The Audit Committee prepares for transaction by the Supervisory Board all matters related to the Company’s separate financial statements and to the auditing of the accounting records and of the consolidated financial statements. It monitors the effectiveness of the internal control system, audit system and risk management system and verifies the independence and qualifications of the external auditors.

An excerpt from the Supervisory Board terms of reference on the procedures of the committees is available on the AGRANA website at www.agrana.com.

In the reporting period the Supervisory Board convened for four scheduled meetings. The Audit Committee met twice, with the meetings focusing particularly on the supervision of the risk management system, the review of the financial statements documentation and review of the Management Board’s proposal for the appropriation of profit. The Nomination and Remuneration Committee held one meeting.

No Supervisory Board member attended fewer than half of the board’s meetings in the 2009|10 financial year.

On 10 July 2009 the Annual General Meeting approved an annual aggregate remuneration for the Supervisory Board of € 165,000 (prior year: € 165,000) and delegated to the Supervisory Board Chairman the responsibility for allocating this sum. The amount paid to the individual Supervisory Board members is tied to their function on the board. No meeting fees were paid in the year under review.

Vienna, 30 April 2010

The Management Board
Johann Marihart
Fritz Gattermayer
Walter Grausam
Thomas Kölbl