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    Declaration of corporate governance

Declaration on corporate governance according to § 289a HGB [German Commercial Code]

2016/2017: Contents also according to item 3.10 German Corporate Governance Code (Deutscher Corporate Governance Kodex) (Corporate
Governance Report)

Declaration on corporate governance according to § 289a HGB [German Commercial Code]

Declaration of corporate governance according to § 289a HGB (in the version valid until April 18, 2017)

Responsible corporate governance has always been a high priority at KWS SAAT SE. Since being founded more than 160 years ago, the basis of our successful corporate development has been characterized by long-term thinking and sustainable activity.

The code recommendations are almost completely met

The Executive Board and Supervisory Board again dealt with the fulfillment of the requirements of the German Corporate Governance Code during the year under review. As a result, the following declaration of compliance (also listed on www.kws.de/corporate-governance) was issued, which almost completely complies with the recommendations of the Code. It is also printed in the 2016/2017 Annual Report.

Declaration of compliance according to § 161 AktG [Stock Companies Act]

The Executive Board and Supervisory Board of KWS SAAT SE declare, in accordance with § 161 AktG, that the recommendations of the German Corporate Governance Code in the May 5, 2015 version have been complied with since the last Declaration of Compliance of October 2016 and the recommendations of the German Corporate Governance Code in the February 7, 2017 version have been complied with since its publication in the Official Part of the Federal Gazette on April 24, 2017 and will 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: In addition to the generally applicable standards such as the degree of responsibility, duties, personal performance, expertise and the like, these criteria for the Executive Board also include the economic situation, the success and the 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

Relevant corporate governance practices that go beyond the legal requirements