Business
Südzucker : Declaration of compliance 2025
Südzucker : Declaration of compliance
About this update from Suedzucker Ag
Declaration of Compliance 2025 The Management Board and Supervisory Board of Südzucker AG, Mannheim, Germany resolved on 6 November 2025 to issue the following Declaration of Compliance with regard to the German Corporate Governance Code (the 'DCGK') pursuant to Section 161 German Stock Corporation Act [Aktiengesetz, AktG]: Since the last Declaration of Compliance dated 7 November 2024, Südzucker AG has complied with the recommendations of the 'Government Commission on the German Corporate Governance Code' in the version dated 28 April 2022 - and will continue to comply with these recommendations in the future - with the following exceptions: Recommendation C.7 (Independence of shareholder representatives on the Supervisory Board): More than half of the shareholder representatives on Südzucker AG's Supervisory Board are active in the cultivation of sugar beet and in corresponding professional and interest groups. They also maintain business relationships with Südzucker AG in this respect, for example, as a sugar beet supplier. Any resulting conflicts of interest are taken into account through suitable precautions and measures. As Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG (SZVG) is the majority shareholder of Südzucker AG, we are convinced that its majority representation by leading members of professional and interest groups of beet growers among the representatives of the shareholders on the Supervisory Board is appropriate and in the interests of the company and all shareholders. Recommendation C.10 (independence of the chair of the Supervisory Board and independence of the chair of the committee dealing with Management Board remuneration): Dr Stefan Streng, who is also a beet grower, chairman of Verband Süddeutscher Zuckerrübenanbauer e. V. and chairman of the Supervisory Board of Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG (SZVG), has been chairing the Supervisory Board and the executive committee which deals with the remuneration of the Management Board since 14 July 2022. We consider the appropriate representation of a majority shareholder in management positions on a company's Supervisory Board and its committees to be reasonable. We are convinced that the exercise of the office of chair of the Supervisory Board and chair of the Executive Committee by Dr Stefan Streng is in the interests of the company and all shareholders. Any resulting conflicts of interest are taken into account through suitable precautions and measures. Recommendation G.7 (setting the performance criteria for the variable remuneration components of the members of the Management Board) The further developed Management Board Remuneration System approved by the Annual General Meeting on 13 July 2023 ("Management Board Remuneration System 2023"), gives the Supervisory Board the opportunity to set the targets for the short and long-term variable remuneration after the budget has been approved, but no later than three months after the start of the financial year. The same applies to the revised Management Board Remuneration System adopted by the Supervisory Board on 6 November 2025 ("Management Board Remuneration System 2026"), which, subject to its approval by the Annual General Meeting on 16 July 2026, shall take effect on 1 January 2026. The Supervisory Board considers this deviation from Recommendation G.7 sentence 1 DCGK to make sense, as it will enable it to take into account the comparative figures from the previous year and the budget figures when setting the targets without being bound by them. Recommendation G.8 (subsequent adjustment of target values) The revised Management Board Remuneration System 2026 stipulates that the Supervisory Board may, at its reasonable discretion, adjust the financial target values "EBITDA" and "ROCE," derived from the audited consolidated financial statements, to reflect the impact of unforeseen special measures as well as uncontrollable and unforeseeable deteriorations in economic or legal conditions affecting the respective target values. Such adjustments may be regarded as subsequent changes to target values within the meaning of Recommendation G.8 of the German Corporate Governance Code (DCGK). The Supervisory Board has concluded that these adjustments - provided they do not result in exceeding the originally set target value - must be possible to prevent undue hardship arising from circumstances that were unforeseeable when the targets were set and lie beyond the control of the Management Board members. Recommendation G.10 (type, vesting period and payment of long-term variable remuneration) The Management Board Remuneration System 2023 stipulates that all remuneration amounts to be granted to the Management Board members will be paid in cash, i.e. neither invested in shares nor granted as share-based remuneration. The same applies to the revised Management Board Remuneration System 2026. The Supervisory Board has concluded that the acquisition of shares or share-based instruments by members of the company's Supervisory Board is not advantageous. Under the Management Board Remuneration System 2023, the vesting period for the long-term variable remuneration is not four years, as recommended in G.10 sentence 2 DCGK, but three years, which is in line with the legal requirements. The same applies to the revised Management Board Remuneration System 2026. The Supervisory Board thinks this reduction makes sense because a realistic assessment of the expediency and the attainability of the targets seems more likely in the case of a three-year vesting period than in the case of longer vesting periods. After the first year of each vesting period the Management Board members can already be granted limited advance payments of the long-term variable remuneration that is expected to be accrued at the end of the respective vesting period. The same applies to the revised Management Board Remuneration System 2026. The Supervisory Board thinks that advance payments in an appropriately limited amount are expedient in order to ensure inflows that are as even as possible. Any overpayments made shall be reimbursed by the Management Board members concerned. Recommendation G.18 (Alignment of the performance-related remuneration of the Supervisory Board): In addition to a fixed remuneration, our company's Articles of Association provide for a performance-related remuneration for the Supervisory Board that is based on dividends. In our view, this structure is particularly in line with the interests of the shareholders. We report the total remuneration of the Supervisory Board divided into fixed and performance-related components.