AGRANA Beteiligungs : Corporate Governance Report 2022|23

Corporate governance report

This corporate governance report combines the corporate governance report of AGRANA Beteiligungs-AG and

the consolidated corporate governance report of AGRANA Beteiligungs-AG pursuant to sections 243c and 267b Austrian Commercial Code (UGB) in conjunction with section 251 (3) UGB.

AGRANA Beteiligungs-AG is a public limited company (a stock corporation) under Austrian law and is listed on the Vienna Stock Exchange. The legal framework for corporate governance at AGRANA is provided by Austrian stock corporation law and capital market law, the regulations on employee co-determination, the Articles of Association and the terms of reference (the charters) of the Supervisory Board and Management Board of AGRANA Beteiligungs-AG. In addition, the Austrian Code of Corporate Governance (ACCG), which can be found on the website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at, provides the framework for the direction and oversight of the company with the aim of ensuring a high degree of transparency for all stakeholders.

The ACCG consists of binding so-called L rules (these are based on legal requirements); of C rules (comply-or-explain rules), which are expected to be adhered to, with deviations to be explained in order to achieve compliance with

the ACCG; and of R rules (recommendations), non-compliance with which requires neither disclosure nor explanation.

Commitment to the Austrian Code of Corporate Governance

AGRANA is committed to the provisions of the Austrian Code of Corporate Governance. In the 2022|23 financial year, AGRANA applied the ACCG in the version of January 2021. At its meetings on 23 November 2022 and 16 February 2023, the Supervisory Board of AGRANA Beteiligungs-AG discussed matters of corporate governance and unanimously adopted the statement of compliance with the ACCG.

Under rule 62 of the ACCG, the implementation of and compliance with the individual rules of the ACCG must be externally evaluated on a regular basis and at least every three years. This was done for the 2020|21 financial year by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, based on the January 2021 edition

of the questionnaire issued by the Austrian Working Group for Corporate Governance for the purpose of assessing compliance with the ACCG. The report on this external evaluation is available at www.agrana.com/en/ir/corporate- governance. A renewed evaluation of compliance with the rules of the ACCG will be performed in the 2023|24 financial year.

In the 2022|23 financial year, AGRANA adhered to all C rules of the ACCG except as explained in the following:

• Rule 27 (Management Board compensation criteria)
  The existing employment contracts of the Management Board members do not tie variable compensation to non-financial criteria and only partly specify maximum amounts.
• Rule 27a (severance pay)
  In the event that a Management Board appointment is withdrawn, severance pay has been agreed in accordance with the provisions of the Employees Act. The contracts of members of the Management Board partly contain ceilings on severance pay.

The approach in respect of rules 27 and 27a was adopted by the Supervisory Board and implemented by the Nomination and Remuneration Committee in the contracts of the Management Board members. A new Management Board compensation policy will be submitted to the vote of the 36th Annual General Meeting on 7 July 2023.

• Rule 49 (contracts requiring approval)
  Under section 95 (5)(12) of the Austrian Stock Corporation Act, the approval of the Supervisory Board is required for contracts with members of the Supervisory Board by which members undertake, outside their role on the Supervisory Board, to provide a service to the Company or a subsidiary for a material consideration. This also applies to contracts with companies in which a Supervisory Board member has a significant economic interest. For business policy and competition reasons, the object and terms of such contracts are not published in the Annual Report as stipulated in rule 49. This divergence was adopted by the Supervisory Board at the time of the initial commitment to the Austrian Code of Corporate Governance in 2005.

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Corporate governance report

To safeguard open and transparent communication with all capital market participants and the interested public, information provided to investors during conference calls and road shows is simultaneously made available to all other shareholders through the Group website at www.agrana.com/en/ir/overview.

AGRANA's boards and functioning of the Management Board and Supervisory Board

Management Board

At 28 February 2023 the Management Board had the following members:

	Year	Date first
Name	of birth	appointed	End of term
Markus Mühleisen
Chief Executive Officer	1966	1	Jun 2021	31	May 2024
Ingrid-Helen Arnold	1968	1	Jun 2021	30 Apr 2024
Stephan Büttner	1973	1	Nov 2014	31	Oct 2024
Norbert Harringer	1973	1	Sep 2019	31	Aug 2027

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

• Markus Mühleisen
  Südzucker AG1, Mannheim, Germany
• Ingrid-HelenArnold
  Heineken N.V., Amsterdam, Netherlands; TUI AG, Hanover, Germany
• Stephan Büttner
  Semperit AG Holding, Vienna

The corporate culture of the AGRANA Group is marked by open and constructive teamwork between the Management Board and Supervisory Board. The two boards, and especially their chairmen, are engaged in ongoing dialogue regarding the Group's performance and strategic direction, both at and between the meetings of the Supervisory Board.

The Management Board of AGRANA Beteiligungs-AG is responsible for managing the Company independently in such a way as is required by the purpose and for the good of the Company, taking into account the interests of the shareholders and employees as well as the public interest. It manages the Company's business in accordance with the legal requirements - in particular the provisions of stock corporation, stock exchange and company law - and with the provisions of the Articles of Association, the Management Board's terms of reference adopted by the Supervisory Board, and the ACCG. The members of the Management Board are in ongoing communication with each other and, in weekly Management Board meetings, discuss the current course of business and make the necessary informal and formal decisions. The Group is managed on the basis of the open sharing of information and of regular meetings with the segment heads and other senior segment management.

The terms of reference set out the division of responsibilities and the cooperation within the Management Board

and its duties in respect of communication and reporting, and list the types of actions that require the approval of the Supervisory Board.

1 Appointment as a result of the syndicate agreement between Südzucker AG, Mannheim, Germany,

and Zucker-Beteiligungsgesellschaft m.b.H., Vienna.

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Corporate governance report

The remits of the Management Board members are as follows:

Name	Responsibilities
Markus Mühleisen	Strategy and Business Policy, Sales Coordination,
	Public Relations, Human Resources, Corporate Secretariat
	(line authority), and Sugar Segment
Ingrid-Helen Arnold	Internal Audit
Stephan Büttner	Mergers and Acquisitions/Equity Investments,
	Information Technology & Organisation, Finance, Legal,
	Compliance,Purchasing Coordination, Investor Relations,
	and Fruit Segment
Norbert Harringer	Production Coordination and Investment, Raw Materials,
	Research and Development, Sustainability, Quality
	Management, and Starch Segment

Responsibility for matters of sustainability forms an integral part of many AGRANA Group functions. With environmental challenges on the rise, Sustainability was defined as a distinct Management Board function in its own right at the November 2022 Supervisory Board meeting and responsibility for it was assigned to Norbert Harringer as of that date. The Quality Management function, which besides a process orientation is also strongly focused on production and on food and feed safety, was also assigned to Chief Technology Officer Harringer in November 2022.

Supervisory Board

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. All Supervisory Board members elected by the Annual General Meeting have been elected for a term ending at the conclusion of the General Meeting that considers the results of the 2026|27 financial year. In the reporting period the Supervisory Board convened for five meetings.

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Corporate governance report

	Year	Date first
Name	of birth	appointed	End of term
and supervisory board positions
in listed domestic and foreign companies
Erwin Hameseder,
Mühldorf, Austria, independent
Chairman of the Supervisory Board	1956	23 Mar 1994	40th AGM (2027)

• Chairman of the Supervisory Board
  of Raiffeisen Bank International AG, Vienna
• Vice-Chairmanof the Supervisory Board of STRABAG SE, Villach, Austria
• Second Vice-Chairman of the Supervisory Board of Südzucker AG, Mannheim, Germany

Niels Pörksen,
Mannheim, Germany, independent
First Vice-Chairman
of the Supervisory Board	1963	8 Jul 2022	40th AGM (2027)

• Member of the Board of Directors
  of AGCO Corporation, Duluth, MN, USA

Veronika Haslinger,
Vienna, independent
Second Vice-Chairwoman
of the Supervisory Board	1972	8 Jul 2022	40th AGM (2027)

• Member of the Supervisory Board
  of Südzucker AG, Mannheim, Germany

Helmut Friedl,
Egling an der Paar, Germany,
independent
Member of the Supervisory Board	1965	7 Jul 2017	40th AGM (2027)

• Member of the Supervisory Board
  of Südzucker AG, Mannheim, Germany

Andrea Gritsch,
Vienna, independent
Member of the Supervisory Board	1981	3 Jul 2020	40th AGM (2027)
Ernst Karpfinger,
Baumgarten/March, Austria, independent
Member of the Supervisory Board	1968	14 Jul 2006	40th AGM (2027)
Josef Pröll,
Vienna, independent
Member of the Supervisory Board	1968	2 Jul 2012	40th AGM (2027)
Josef Streng,
Uffenheim, Germany, independent
Member of the Supervisory Board	1968	8 Jul 2022	40th AGM (2027)

• Chairman of the Supervisory Board
  of Südzucker AG, Mannheim, Germany
• Member of the Supervisory Board
  of CropEnergies AG, Mannheim, Germany

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Corporate governance report

Hans-Jörg Gebhard,
Eppingen, Germany, independent
First Vice-Chairman
of the Supervisory Board	1955	9 Jul 1997	35th AGM (2022)

• Chairman of the Supervisory Board
  of Südzucker AG, Mannheim, Germany
• Member of the Supervisory Board
  of CropEnergies AG, Mannheim, Germany

Klaus Buchleitner,
Mödling, Austria, independent
Second Vice-Chairman
of the Supervisory Board	1964	4 Jul 2014	35th AGM (2022)

• Second Vice-Chairman of the Supervisory Board of BayWa AG, Munich, Germany
• Member of the Supervisory Board
  of Raiffeisen Bank International AG, Vienna

Thomas Kirchberg,
Ochsenfurt, Germany, independent
Member of the Supervisory Board	1960	10 Jul 2009	35th AGM (2022)

• Member of the Supervisory Board
  of CropEnergies AG, Mannheim, Germany

	Year	Date first
Employee representative	of birth	appointed
Thomas Buder, Tulln, Austria
Chairman of the Group Staff Council
and Central Staff Council	1970	1 Aug 2006
Daniela Bogner, Vienna	1963	23 April 2021
Andreas Klamler, Gleisdorf, Austria	1970	10 Nov 2016
René Schmid, Gmünd, Austria	1987	23 April 2021

Supervisory Board independence

The Supervisory Board of AGRANA Beteiligungs-AG applies the guidelines for the definition of supervisory board independence as 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 him or her 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 external audit 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.

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