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Change in AGRANA shareholder structure / Announcement pursuant to Art. 93 (2) of the Austrian Stock Exchange Act (BörseG)

AGRANA Beteiligungs-AG (AGRANA), Vienna, ISIN AT0000603709, hereby announces, in accordance with Art. 93 (2) of the Austrian Stock Exchange Act (BörseG), that it was informed by M&G Investment Management Limited, London|Great Britain, on 26 February 2014, pursuant to Art. 91 BörseG, of a reduction in the latter's participation in the share capital and voting rights of the Company.

Date: 27.02.2014

AGRANA Beteiligungs-AG (AGRANA), Vienna, ISIN AT0000603709, hereby announces, in accordance with Art. 93 (2) of the Austrian Stock Exchange Act (BörseG), that it was informed by M&G Investment Management Limited, London|Great Britain, on 26 February 2014, pursuant to Art. 91 BörseG, of a reduction in the latter's participation in the share capital and voting rights of the Company. M&G’s notification states that the share of voting rights held by Prudential plc and several of its subsidiaries fell below the thresholds of 15, 10, 5 and 4% of the voting rights and subsequently amounts to 0.0% (0 shares) of the shares issued (14,202,040).

Pursuant to Art. 93 (2) BörseG, AGRANA also hereby announces that it was informed on 25 February 2014 by Z&S Zucker und Stärke Holding AG (Z&S), Vienna, pursuant to Art. 91 BörseG, of an increase in the latter's participation in the share capital and voting rights of the Company. Pursuant to Articles 91 and 91a BörseG, the share of voting rights held by Z&S shall, with effect from 28 February 2014, exceed the threshold of 90% of voting rights and amount to 91.11% (12,938,772 shares) of the total number of shares issued (14,202,040). 4.93% (700,000 shares) of the newly acquired voting rights will be held by Z&S via call options exercisable on AGRANA shares held by Südzucker AG Mannheim/Ochsenfurt, Mannheim|Germany. The options may be exercised in the period after 1 March 2015.

Pursuant to Art. 93 (2) BörseG, AGRANA also hereby announces that it was informed on 25 February 2014 by AGRANA Zucker, Stärke und Frucht Holding AG (AZSF), Vienna, pursuant to Art. 91 BörseG, of an increase in the latter's participation in the share capital and voting rights of the Company. The AZSF is a direct shareholder of Z&S. Pursuant to Articles 91 and 92 BörseG, the share of voting rights held by AZSF shall, with effect from 28 February 2014, exceed the threshold of 90% of voting rights and amount to 91.11% (12,938,772 shares) of the total number of shares issued (14,202,040). 4.93% (700,000 shares) of the newly acquired voting rights will be held indirectly by AZSF via call options exercisable on AGRANA shares held by Südzucker AG Mannheim/Ochsenfurt, Mannheim|Germany. The options may be exercised in the period after 1 March 2015.

Pursuant to Art. 93 (2) BörseG, AGRANA hereby also announces that it was informed by Zucker-Beteiligungsgesellschaft m.b.H. (ZBG), Vienna, on 25 February 2014, pursuant to Art. 91 BörseG, regarding an increase in the latter's participation in share capital and voting rights in the Company. ZBG directly holds around 50% of the shares in AZSF. Between Südzucker AG Mannheim/Ochsenfurt, Mannheim|Germany, and ZBG (with the support of indirect and indirect shareholders of ZBG), there exists a syndication agreement relating, inter alia, to the exercising of voting rights arising out of the AZSF shares as well as the AGRANA shares held by Z&S. Pursuant to Articles 91 and 92 BörseG and Art. 91a BörseG, the share of voting rights held by ZBG shall, with effect from 28 February 2014, exceed the threshold of 90% of voting rights and amount to 91.11% (12,938,772 shares) of the total number of shares issued (14,202,040). 4.93% (700,000 shares) of the newly acquired voting rights will be held indirectly by ZBG via call options exercisable on AGRANA shares held by Südzucker AG Mannheim/Ochsenfurt, Mannheim|Germany. The options may be exercised in the period after 1 March 2015.

Pursuant to Art. 93 (2) BörseG, AGRANA also hereby announces that it was informed on 25 February 2014 by RAIFFEISEN-Holding NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung (R-H NÖ-WIEN), Vienna, pursuant to Art. 91 BörseG, of an increase in the latter's participation in the share capital and voting rights of the Company. R-H NÖ-WIEN is indirectly a shareholder with a controlling interest in ZBG via “LAREDO” Beteiligungs GmbH, LEIPNIK-LUNDENBURGER INVEST Beteiligungs AG, Marchfelder Zuckerfabriken Gesellschaft m.b.H, Estezet Beteiligungsgesellschaft m.b.H. and “ALMARA” Holding GmbH, all registered in Vienna. Pursuant to Articles 91 and 92 BörseG and Art. 91a BörseG, the share of voting rights held by R-H NÖ-WIEN shall, with effect from 28 February 2014, exceed the threshold of 90% of voting rights and amount to 91.37% (12,976,772 shares) of the total number of shares issued (14,202,040). 4.93% (700,000 shares) of the newly acquired voting rights will be held indirectly by R-H NÖ-WIEN via call options exercisable on AGRANA shares held by Südzucker AG Mannheim/Ochsenfurt, Mannheim|Germany. The options may be exercised in the period after 1 March 2015.

Finally, pursuant to Art. 93 (2) BörseG, AGRANA also hereby announces that it was informed on 25 February 2014 by Südzucker AG Mannheim/Ochsenfurt (Südzucker), Mannheim|Germany, pursuant to Art. 91 BörseG, of an increase in the latter's participation in the share capital and voting rights of the Company. Südzucker directly holds around 50% of the shares in AZSF. Between Südzucker AG Mannheim/Ochsenfurt, Mannheim|Germany, and ZBG (with the support of indirect and indirect shareholders of ZBG), there exists a syndication agreement relating, inter alia, to the exercising of voting rights arising out of the AZSF shares as well as the AGRANA shares held by Z&S. Pursuant to Articles 91 and 92 BörseG and Art. 91a BörseG, the share of voting rights held by Südzucker shall, with effect from 28 February 2014, exceed the threshold of 90% of voting rights and amount to 92.71% (13,167,201 shares) of the total number of shares issued (14,202,040), whereby 928,429 AGRANA shares will be held directly.

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