Südzucker : Prospectus (Prospectus)

About this update from Suedzucker Ag

17 January 2025 SÜDZUCKER INTERNATIONAL FINANCE B.V. (incorporated with limited liability under the laws of The Netherlands, having its corporate domicile (statutaire zetel) in Oud-Beijerland, The Netherlands) EUR [•] [•] per cent. Notes due 2032 guaranteed by Südzucker AG (a stock corporation incorporated under the laws of the Federal Republic of Germany, having its corporate domicile in Mannheim, Federal Republic of Germany) Südzucker International Finance B.V. (the " Issuer " or " Südzucker Finance ") will issue on or about 29 January 2025 (the " Issue Date ") EUR [•] [•] per cent. Notes due 2032 (the " Notes ") under the unconditional and irrevocable guarantee (the " Guarantee ") of Südzucker AG (the " Guarantor " or " Südzucker AG "). The Notes will bear interest from and including 29 January 2025 to, but excluding, the Maturity Date at a rate of [•] per cent. per annum , payable annually in arrear on 29 January in each year, commencing on 29 January 2026. The Notes will mature on 29 January 2032 (the " Maturity Date ") subject to an early redemption as described under "CONDITIONS OF ISSUE - § 5 Early Redemption, Repurchase". The Notes will be offered to investors from 20 January 2025 to 22 January 2025 (the " Public Offer ", see " Subscription and Sale of the Notes "). This prospectus (the " Prospectus ") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the " Prospectus Regulation "). This Prospectus together with all documents incorporated by reference will be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) . This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the " CSSF ") in its capacity as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should neither be considered as an endorsement of the Issuer nor the Guarantor that is subject of this Prospectus nor of the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. Pursuant to Article 6 (4) of the Luxembourg Law on Prospectuses for securities ( Loi relative aux prospectus pour valeurs mobilières - the " Luxembourg Law "), the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer or the Guarantor. The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany, the Republic of Austria and The Netherlands with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation and the Luxembourg Law. Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange (the " Official List ") and for admission to trading of the Notes on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purpose of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, " MiFID II "). The Notes are issued in bearer form with a denomination of EUR 1,000 each. The Notes will initially be in the form of a temporary global note (the " Temporary Global Note "). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the " Permanent Global Note "), not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. The Temporary Global Note and the Permanent Global Note will be issued in new global note format and kept in custody by a common safekeeper on behalf of Clearstream Banking, S.A. / Euroclear Bank SA/NV. The aggregate principal amount, the number of notes, the issue price, the rate of interest, the estimated net proceeds of the issue and the yield of the Notes will be included in the Pricing Notice (as defined in " Subscription and Sale of the Notes " below) which will be published on the website of the Issuer (www.suedzucker.nl) and on the website of the Luxembourg Stock Exchange (www.luxse.com) on or prior to the Issue Date of the Notes. The Notes have been assigned the following securities codes: ISIN XS2970728205, Common Code 297072820, WKN A3L7YF. Upon the issuance, the Notes are expected to be rated "BBB" by S&P Global Ratings Europe Limited (" Standard & Poor's "). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. This Prospectus is valid until 17 January 2026. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when this Prospectus is no longer valid. The Notes and Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the " Securities Act "), or with any securities regulatory authority of any State or other jurisdiction of the United States and are being sold pursuant to an exemption from the registration requirements of the Securities Act. The Notes will be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act (" Regulation S ") and the Internal Revenue Code of 1986, as amended (the " Code ") and the rules and regulations thereunder. Subject to certain limited exceptions, the Notes are being offered and sold only to non-U.S. persons in reliance on Regulation S and may not be legally or beneficially owned at any time by any U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus or any Final Terms or any other offering material relating to the Notes, see " Selling Restrictions ". The Notes and Guarantee have not been approved or disapproved by the U.S. Securities and Exchange Commission (the " SEC "), any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. Joint Lead Managers Helaba HSBC ING KBC Rabobank RESPONSIBILITY STATEMENT Each of the Issuer with its corporate domicile ( statutaire zetel ) in Oud-Beijerland, The Netherlands and the Guarantor having its corporate domicile in Mannheim, Germany, accepts responsibility for the information contained in this Prospectus and the Pricing Notice and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus and the Pricing Notice is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Each of the Issuer and the Guarantor further confirms that (i) this Prospectus and the Pricing Notice contains all information with respect to the Issuer as well as to the Guarantor and its subsidiaries and affiliates taken as a whole (" Südzucker ", the " Südzucker Group " or the " Group ") and to the Notes which is material in the context of the issue and sale of the Notes, including all information which, according to the particular nature of the Issuer, the Guarantor and the Notes is necessary to enable investors and their investment advisors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, the Guarantor and the Südzucker Group and of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the Guarantor, the Südzucker Group and the Notes are in every material particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Guarantor, the Südzucker Group or the Notes the omission of which would, in the context of the issue and sale of the Notes, make any statement in this Prospectus and the Pricing Notice misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements. - i - NOTICE No person is authorized to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers (as defined in " Subscription and Sale of the Notes "). Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes made hereunder shall, under any circumstances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which this Prospectus has been most recently amended or supplemented, or (ii) that there has been no adverse change in the financial situation of the Issuer or the Guarantor which is material in the context of the issue and sale of the Notes since the date of this Prospectus or, as the case may be, the date on which this Prospectus has been most recently amended or supplemented, or the balance sheet date of the most recent financial statements which are incorporated by reference into this Prospectus, or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except for the Issuer and the Guarantor, is responsible for the information contained in this Prospectus or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. The Joint Lead Managers have not independently verified any such information and accept no responsibility for the accuracy thereof. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer and the Guarantor and make its own assessment as to the suitability of investing in the Notes. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer, the Guarantor or the Joint Lead Managers to a recipient hereof and thereof that such recipient should purchase any Notes. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. The Notes and Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the " Securities Act "), or with any securities regulatory authority of any State or other jurisdiction of the United States and are being sold pursuant to an exemption from the registration requirements of the Securities Act. The Notes will be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act (" Regulation S ") and the Internal Revenue Code of 1986, as amended (the " Code ") and the rules and regulations thereunder. Subject to certain limited exceptions, the Notes are being offered and sold only to non-U.S. persons in reliance on Regulation S and may not be legally or beneficially owned at any time by any U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus or any other offering material relating to the Notes, see " Selling Restrictions ". The Notes and Guarantee have not been approved or disapproved by the U.S. Securities and Exchange Commission (the " SEC "), any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of any part thereof) see " Selling Restrictions ." In connection with the issue of the Notes, ING Bank N.V. (the " Stabilization Manager ") (or persons acting on behalf of the Stabilization Manager) may over-allot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, stabilization may not necessarily occur. Any stabilization action may begin at any time after the adequate public disclosure of the terms of the offer of the Notes and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the notes and 60 calendar days after the date of the allotment of the Notes. - ii - Any stabilization action or over-allotment must be conducted by the Stabilization Manager (or any person acting on behalf of the Stabilization Manager) in accordance with all applicable laws and rules. The content of any websites mentioned in this Prospectus, except for the documents incorporated by reference into this Prospectus which are published on the website www.luxse.com, is for information purposes only and such websites do not form part of this Prospectus and have not been scrutinized or approved by the CSSF. MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS, ECPS AND RETAIL INVESTORS TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties professional and retail clients, each as defined in Directive 2014/65/EU (as amended, " EU MiFID II "); and (ii) all channels for distribution of the Notes are appropriate, including investment advice, portfolio management, non-advised sales and pure execution services. Any person subsequently offering, selling or recommending the Notes (a " Distributor ") should take into consideration the manufacturers' target market assessment; however, a Distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels, subject to the Distributor's suitability and appropriateness obligations under EU MiFID II, as applicable. FORWARD-LOOKING STATEMENTS This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as " anticipate ", " believe ", " could ", " estimate ", " expect ", " intend ", " may ", " plan ", " predict ", " project ", " will " and similar terms and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans and expectations regarding Südzucker Group's business and management, its growth and profitability, and general economic and regulatory conditions and other factors that affect it. Forward-looking statements in this Prospectus are based on current estimates and assumptions that each of the Issuer and the Guarantor makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results, including Südzucker Group's financial condition and results of operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or described in these forward-looking statements. Südzucker Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: " Risk Factors ", " General Information about the Issuer ", " General Information about the Guarantor ". These sections include more detailed descriptions of factors that might have an impact on Südzucker Group's business and the markets in which it operates. In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition, neither the Issuer, nor the Guarantor, nor the Joint Lead Managers assume any obligation, except as required by law, to update any forward-looking statement or to conform these forward-looking statements to actual events or developments. THIRD PARTY INFORMATION Furthermore, this Prospectus contains industry related data taken or derived from industry and market research reports published by third parties (" Third Party Information "). Commercial publications generally state that the information they contain originated from sources assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the calculations contained therein are based on a series of assumptions. The Third Party Information has not been independently verified by the Issuer. The Third Party Information was reproduced accurately by the Issuer in this Prospectus, and as far as the Issuer is aware and is able to ascertain from information published by any third party, no facts have been omitted that would render the reproduced Third Party Information inaccurate or misleading. The Issuer does not have access to the underlying facts and assumptions of numerical and market data and other information contained in publicly - iii - available sources. Consequently, such numerical and market data or other information cannot be verified by the Issuer. ROUNDING Certain figures included in this Prospectus have been rounded according to established commercial standards. As a result, rounded figures in the tables included below may not add up to the aggregate amounts in such tables (sum totals or subtotals), which are calculated based on unrounded figures. In respect of financial information set out in this Prospectus, a dash (-) signifies that the relevant figure is not available or equal to zero, while a zero (0) or nil signifies that the relevant figure is available but has been rounded to zero. ALTERNATIVE PERFORMACE MEASURES This Prospectus contains certain alternative performance measures (e.g. operating result, EBITDA, cash flow, net financial debt, capital employed and return on capital employed), as defined in the guidelines issued by ESMA concerning the presentation of alternative performance measures disclosed in regulated information and prospectuses, which are not recognised financial measures under the International Financial Reporting Standards as adopted by the European Union (" IFRS ") or any other generally accepted accounting principles (" GAAP "). These alternative performance measures (" Non-IFRS Measures ") may not be comparable to similarly titled measures of other companies. Such Non-IFRS Measures must be considered only in addition to, and not as a substitute for or superior to, financial information prepared in accordance with IFRS included elsewhere or incorporated by reference in this Prospectus. Investors are cautioned not to place undue reliance on these Non-IFRS Measures and are also advised to review them in conjunction with the financial statements of the Issuer including the related notes thereto, incorporated by reference in this Prospectus. - iv - TABLE OF CONTENTS Page SUMMARY 6 RISK FACTORS 19 USE OF PROCEEDS 31 GENERAL INFORMATION ABOUT THE GUARANTOR 32 GENERAL INFORMATION ABOUT THE ISSUER 56 CONDITIONS OF ISSUE 60 GUARANTEE 81 TAXATION WARNING 85 SUBSCRIPTION AND SALE OF THE NOTES 86 CONSENT TO THE USE OF THE PROSPECTUS 92 GENERAL INFORMATION 93 NAMES AND ADDRESSES 97 - v - SUMMARY 1. INTRODUCTION AND WARNINGS This is the summary (" Summary ") with regard to the issue of EUR [●] [●] per cent Notes due 2032 (" Notes ") under the prospectus approved on 17 January 2025 (" Prospectus ") by the Commission de Surveillance du Secteur Financier (" CSSF "), 283, route d'Arlon, 1150 Luxembourg, email: [email protected] . The Notes have been assigned the international securities identification number (" ISIN ") XS2970728205. Contact details and legal entity identifier (" LEI ") of Südzucker International Finance B.V. (the " Issuer ") is Laurens Jzn. Costerstraat 12, 3261 LH Oud-Beijerland, The Netherlands, LEI is 724500M1VGG79HOVI026. This Summary contains all the key information that investors need in order to understand the nature and the risks of the Issuer, the Guarantor, the Notes and the conditions of issue applicable to the Notes (" Conditions of Issue ") and is to be read as an introduction to the Prospectus. Any decision by the investor to invest in the Notes should be based on consideration of the Prospectus as a whole including any documents incorporated by reference therein. Investors could lose all or part of their capital invested in the Notes. In the event that a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states of the European Economic Area, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. The Issuer assumes responsibility for the information contained in this Summary and its German translation. Civil liability attaches only to those persons who have tabled this Summary including any translation thereof, but only where this Summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Notes. 2. KEY INFORMATION ON SÜDZUCKER INTERNATIONAL FINANCE B.V. AS ISSUER Who is the Issuer of the Notes? Domicile, Legal Form and Incorporation The legal name of the Issuer is Südzucker International Finance B.V. The Issuer is a private limited liability company ( besloten vennootschap) incorporated and operated under the laws of The Netherlands and domiciled in Oud-Beijerland, The Netherlands . Its registered office is at Laurens Jzn. Costerstraat 12, 3261 LH Oud- Beijerland, The Netherlands and its LEI is 724500M1VGG79HOVI026. Principal Activities The purpose of the Issuer is to finance affiliated companies of the Südzucker Group through, among others, the issuance of bonds listed on public markets. It supplies short-term and long-term financing to Südzucker AG and other companies of the Südzucker Group. Major Shareholders The Issuer is a wholly-owned subsidiary of Südzucker AG (the " Guarantor ", and the Guarantor together with its subsidiaries and affiliates, the " Südzucker Group " or " Südzucker "). Management Board The present members of the Management Board of the Issuer are Gerardus Pancratius Nota and Sidney Moll. Statutory Auditors The independent auditor for the audit of the Issuer's financial statements as of and for the financial year ended 28 February 2023 was Forvis Mazars Accountants N.V., Delfandlaan 1, 1007 JG Amsterdam, The Netherlands. The independent auditor for the audit of the Issuer's financial statements as of and for the financial year ended 29 February 2024 was KPMG Accountants N.V., Weena 650, 3012 CN Rotterdam, The Netherlands. The auditor signing on behalf of Forvis Mazars Accountants N.V. and KPMG Accountants N.V. is a member of the Royal Netherlands Institute of Chartered Accountants ( NBA-Koninklijke Nederlandse Beroepsorganisatie van Accountants ). What is the key financial information regarding the Issuer? The following table sets out the key financial information about the Issuer extracted from the audited financial statements of the Issuer prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code, as of and for the financial years ended 28 February 2023 and 29 February 2024 and the unaudited interim financial information of - 6 - the Issuer as at and for the six months ended on 31 August 2024. Where financial information in the table is labelled "audited", this means that it has been extracted from the above mentioned audited financial statements of the Issuer. Financial information presented as "unaudited" has been taken from the unaudited interim release of the Issuer for the six-month period ended 31 August 2024. Financial year ended Six months ended in EUR million 29 February 2024 28 February 2023 31 August 2024 (audited) (unaudited) From the profit and loss account of the Issuer: Profit before taxation 2.79 1.81 1.58 From the balance sheet of the Issuer: Total assets 1,633 1,928 1,649 Equity 20 19 22 Non-current liabilities 1,596 1,594 1,596 Current liabilities 17 315 30 From the cash flow statement of the Issuer: Net cash generated from 5.60 12.79 15.49 operating activities Net cash (used in)/from 295.42 -407.50 -15.50 investment activities Net cash (used in)/generated -301.00 394.69 - from financing activities What are the key risks that are specific to the Issuer? The Issuer's activities might expose it to a variety of financial risks, these include: The Issuer is a funding vehicle of the Südzucker Group. As such, it raises funds in the capital markets and lends such monies on to companies within the Südzucker Group by way of intercompany loans. In the event that a company of Südzucker Group fails to make a payment under an intercompany loan to the Issuer, the Issuer may not be able to meet its payment obligations under the Notes. Market risk (fair value interest rate risk), which is defined as the risk of a loss due to a change of market prices, in particular interest rates, of the Issuer's financial assets or financial liabilities. This might lead to a mismatch between the pricing of the Issuer's assets and liabilities which affect the Issuer's financial result. Credit risk, which is the risk of loss due to a counterparty's non-payment of a loan or other receivable. Liquidity risk, which is the risk that liabilities of the Issuer are not covered by sufficient liquid funds when they fall due. 3. KEY INFORMATION ON THE NOTES What are the main features of the Notes? Type, Class and ISIN The Notes are unsecured bearer notes. ISIN: XS2970728205, Common Code: 297072820, WKN: A3L7YF - 7 - Currency, Denomination, Number and Term of the Notes The currency of the Notes will be Euro. The specified denomination per Note is EUR 1,000. The number of Notes is [●]. The term of the Notes is seven years. Rights Attached to the Notes Each holder of the Notes has the right vis-à-vis the Issuer to claim payment of interest and principal when such payments are due in accordance with the Conditions of Issue. The Conditions of Issue contain provisions regarding change of control, cross default and resolutions of the holders, as well as provisions regarding a negative pledge of the Issuer and the Guarantor. Interest and Yield The Notes will bear interest from and including 29 January 2025 to, but excluding, 29 January 2032 at a rate of [●] per cent per annum , payable annually in arrear on 29 January in each year, commencing on 29 January 2026. The yield of the Notes is [•] per cent. per annum . Status of the Notes The obligations under the Notes constitute unsubordinated and unsecured obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such other obligations are accorded priority under mandatory provisions of statutory law. Restrictions on Transferability The Notes are freely transferable. Where will the Notes be traded? Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to admit to trading on the regulated market of the Luxembourg Stock Exchange. Is there a guarantee attached to the Notes? Nature and scope of the Guarantee The Guarantor is the parent company of the Südzucker Group which operates five business segments, namely the segments Sugar, Special Products, CropEnergies, Starch and Fruit. The Guarantor has unconditionally and irrevocably guaranteed the payment of principal, interest and any other amounts payable by the Issuer under the Notes. Key Information on Südzucker AG Domicile, Legal Form and Incorporation The legal and commercial name of the Guarantor is Südzucker AG. Its registered office is located at Maximilianstrasse 10, 68165 Mannheim, Germany and its LEI is 529900S8QNB101D40S72. Südzucker AG is a German stock corporation incorporated and operated under the laws of Germany and registered with the commercial register at the local court ( Amtsgericht ) Mannheim under HRB 42. Principal Activities The business activities of the Guarantor include the production and sale of sugar, the exploitation of by-products resulting therefrom and conducting agricultural operations. The Guarantor may also participate in other undertakings in any permissible form, acquire such undertakings and enter into any transactions that appear directly or indirectly beneficial to achieving or promoting the corporate purpose. Management Board The present Members of the Management Board are Dr. Niels Pörksen, Stephan Büttner, Hans-Peter Gai and Dr. Stephan Meeder. Statutory Auditors The independent auditor for the audit of the Guarantor's consolidated financial statements as of and for the financial year ended 28 February 2023 was PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Friedrich-Ebert-Anlage 35-37, 60327 Frankfurt am Main (" PwC "). The independent auditor for the audit of the Guarantor's consolidated financial statements as of and for the - 8 - financial year ended 29 February 2024 was KPMG AG Wirtschaftsprüfungsgesellschaft, Glücksteinallee 63, 68163 Mannheim (" KPMG AG "). Both PwC and KPMG AG are members of the German Chamber of Public Accountants ( Wirtschaftsprüferkammer ), Rauchstraße 26, 10787 Berlin. Key financial Information regarding the Guarantor The following table contains key financial information of the Guarantor from the audited consolidated financial statements of the Guarantor for the financial years ending 28 February 2023 and 29 February 2024. These were prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), London/UK, taking into account the interpretations of the IFRS Interpretations Committee (IFRS IC), as applicable in the EU. The statutory commercial requirements as set out in section 315e, paragraph 1 of the German Commercial Code ( Handelsgesetzbuch ) have also been considered. Where financial information in the following tables is presented as "audited", it indicates that the financial information has been taken from the audited consolidated financial statements of the Guarantor as of and for the financial years ended on 28 February 2023 and on 29 February 2024. The label "unaudited" is used in the following tables to indicate financial information that (i) has not been taken but derived from the audited consolidated financial statements of the Guarantor as of and for the financial years ended on 28 February 2023 and on 29 February 2024, (ii) has been taken or derived from the unaudited condensed consolidated interim financial information of the Guarantor as of and for the nine months period ended on 30 November 2024, or (iii) has been taken from the Guarantor's accounting records or internal management reporting system, or has been calculated based on figures from the above-mentioned sources. Some figures in the Prospectus have been rounded in accordance with commercial rounding. Financial year ended Nine months ended in EUR million (except where 29 February 28 February 30 November 30 November indicated otherwise) 2024 2023 2024 2023 (audited, except where indicated (unaudited) otherwise) From the income statement of the Guarantor: Revenues 10,289 9,498 7,466 7,779 Operating result (unaudited) 947 704 236 860 EBITDA (unaudited) 1,318 1,070 502 1,124 Net earnings 648 529 33 596 From the balance sheet of the Guarantor: Total assets 10,278 9,698 9,174 9,984 Net financial debt (unaudited) 1,795 1,864 1,713 1,620 Debt to equity ratio (Net financial 42.0 44.4 42.2 35.7 debt as % of equity) (unaudited) From the cash flow statement of the Guarantor: Cash flow from operating activities 1,073 244 689 784 Cash flow from investing activities - 455 - 523 - 356 - 295 Cash flow from financing activities - 560 209 - 409 - 448 Cash flow 1,046 927 368 917 - 9 -

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