The Executive Board and the Supervisory Board of KWS SAAT SE declare, in accordance with § 161 AktG, that the recommendations of the German Corporate Governance Code, as amended on May 5, 2015, have been complied with since the last Declaration of Compliance of October 2016, and the recommendations of February 7, 2017 version of the German Corporate Governance Code have been complied with since its publication in the Official Part of the Federal Gazette and are being complied with at present and will continue to be complied with in the future, with the following exceptions:
According to section 4.2.2 paragraph 2 sentence 3 of the German Corporate Governance Code, the Supervisory Board should also consider the ratio of Executive Board Compensation to the remuneration of senior management and the workforce as a whole over the course of time, whereby the Supervisory Board should determine for the comparison how the senior management should be delimited from the relevant workforce. This recommendation is not complied with because the remuneration of the Executive Board, the management and the workforce is based on variable criteria that counteract rigid delimitations: These criteria also include (in addition to generally applicable standards such as levels of responsibility, tasks, personal performance, expertise, and the like, e.g. for the Executive Board) the economic situation, success and future prospects of the company.
According to section 5.4.1 (2) sentence 2 of the German Corporate Governance Code, the Supervisory Board shall set a regular limit for the length of its membership of the Supervisory Board. This recommendation is not complied with, as it would significantly restrict the rights of family shareholders holding a majority stake in family-owned companies such as KWS SAAT SE.
According to section 7.1.2 sentence 3 of the German Corporate Governance Code, the consolidated financial statements should be publicly accessible within 90 days of the end of the fiscal year and the interim reports within 45 days after the end of the reporting period. KWS SAAT SE publishes the consolidated financial statements and the interim reports within the period prescribed by the regulations for German Stock Exchange’s Prime Standard. Due to the seasonal course of business, compliance with the deadlines recommended in the German Corporate Governance Code cannot be guaranteed.
Einbeck, October 2017
The Supervisory Board The Executive Board