The Management Board of AGRANA Beteiligungs-AG has four members. In the 2010|11 financial year the Supervisory Board reappointed Thomas Kölbl, whose term of office expired on 7 July 2010, to the Management Board until 7 July 2015.

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 (“Süd­zucker”), Mannheim, Germany, and Zucker-Beteiligungsgesellschaft m.b.H., Vienna, Johann Marihart serves as a member of the management board of Südzucker and as a member of the supervisory boards of its 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, Vienna, and of Spanische Hofreitschule Wien and is a member of the supervisory boards of Leipnik-Lunden­burger Invest Beteiligungs AG, Ottakringer Getränke AG and BBG Bundesbeschaffung GmbH (all based in Vienna). 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 (both based in Vienna).
• 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 (all in Germany); Raffinerie Tirlemontoise S.A., Brussels; Saint Louis Sucre S.A., Paris; and Südzucker Polska S.A., Wrocław, Poland; he is also supervisory board chairman of Mönnich GmbH, Kassel, Germany; PortionPack Europe Holding B.V., Oud-Beijerland, Netherlands; and Südzucker Versicherungs-Vermittlungs-GmbH, Mannheim, Germany.

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 take the necessary informal and formal decisions. The company is managed on the basis of an open exchange of information and regular meetings with the segment heads and other senior segment 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 2010|11 financial year was € 2,395 thousand (prior year: € 1,451 thousand). The performance-based pay component (2010|11: € 920 thousand; prior year: € 0) is linked to the amount of the dividend payment. The Management Board member of AGRANA Beteiligungs-AG appointed on the basis of the syndicate agreement between Südzucker AG Mannheim/Ochsenfurt, Mannheim, Germany, 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. For the 2010|11 financial year, pension fund contributions of € 695 thousand (prior year: € 410 thousand) were paid and a release of € 287 thousand from provisions for pension obligations was recognised (prior year: release of € 396 thousand).

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 € 576 thousand (prior year: € 863 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.

No compensation agreements in the event of a public takeover offer exist between the Company and its Management Board, Supervisory Board or other staff.

AGRANA maintains directors and officers liability insurance coverage for management staff. This D&O insurance covers certain personal liability risks of the persons acting as legal representatives of the AGRANA Group. The cost is borne by the company.

Securities 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 there were no such securities transactions.

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.

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

• A Supervisory Board member shall not, in the past five years, have been a member of the Management Board or other management staff of the Company or a subsidiary of the Company.
• A 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 business relationship in the past year. This also applies to business relationships with 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 designation as non-independent.
• A 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 independent auditing firm.
• A 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.
• A Supervisory Board member shall not serve on 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.
• A Supervisory Board member shall not be a close relative (direct descendant, spouse, common-law 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.

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.

The Supervisory Board terms of reference also set out the procedures for the committees; an excerpt of the terms of reference is available on the AGRANA website at www.agrana.com.

Supervisory Board committees consist of the Supervisory Board Chairman or a Supervisory Board Vice-Chairman, and of as many Supervisory Board members as the Supervisory Board shall determine. The only exception is the Nomination and Remuneration Committee, which consists of the Supervisory Board Chairman and two members appointed from among the Supervisory Board members elected by the Annual General Meeting. If two Vice-Chairmen of the Supervisory Board have been elected, they shall be appointed as these two other members of the Nomination and Remuneration Committee.

In the reporting period the Supervisory Board convened for four meetings. No Supervisory Board member attended fewer than half of the Board’s meetings in the 2010|11 financial year. The Audit Committee met twice. Its meetings focused particularly on the audit of the 2009|10 financial statements, the preparation of the audit of the 2010|11 financial statements, and the supervision of the risk management system. The Nomination and Remuneration Committee met once. In this meeting it prepared the re-appointment of Thomas Kölbl as a member of the Management Board.

On 2 July 2010 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.

Measures to promote equity for women
Equality of opportunity in the workplace and equal treatment of employees without regard to gender are second nature to AGRANA. Any form of discrimination is resolutely confronted. Through the greater representation of women in internal training and development programmes and in the staffing of management positions, AGRANA promotes the development of women in management.

In many areas, women have attained the qualifications for management functions; the compatibility of career and family is supported by offering flexible work schedules.

Vienna, 29 April 2011

Johann Marihart
Executive Officer

Fritz Gattermayer Chief
Member of the Management Board

Walter Grausam
Member of the Management Board

Thomas Kölbl
Member of the Management Board