RATINGS RATIONALE

"Today's rating action reflects the sustained improvement in Suedzucker's operating performance, particularly in the Sugar segment, and the continuance of its conservative financial policies, enabling credit metrics to further strengthen to levels now strongly positioned for its Baa1 issuer rating" says Andreas Rands, a Moody's Vice President -- Senior Analyst and lead analyst for Suedzucker. "We expect the company to continue benefiting from a favourable pricing environment for its Sugar segment based on the current supply/demand dynamics in the EU sugar market."

The Baa1 rating reflects Suedzucker's scale and leading position in the production of beet sugar in Europe, as well as the diversification of its business, given its Special Products, CropEnergies and Fruit segments (c. 47% of group revenues in FY 2011/12). The rating reflects continued strengthening in operating performance and the favourable outlook for Suedzucker's Sugar segment. However, the rating remains constrained by regulatory uncertainties in the medium- to long-term horizon and Suedzucker's exposure to commodity-price volatility, particularly in its non-sugar segments, which can be subject to large fluctuations in earnings and cash flows.

Whilst the Sugar segment is the key driver of Suedzucker's growth, all of the group's segments, except Fruit, contributed to the improvement in its operating performance in FY 2011/12. The Fruit segment suffered from the challenging economic environment, as well as rising raw material costs, but since then volumes in fruit preparations have recovered, with Suedzucker expecting an improvement in this segment's FY 2012/13 operating profit. Overall, Suedzucker's positive operating performance has led to a further improvement in its key credit metrics during FY 2011/12 such that they are now more strongly positioned in the Baa1 rating category and are expected to remain supported by positive EU sugar market dynamics.

Moody's had previously indicated in its rating guidance that positive pressure on the ratings or outlook would require Suedzucker to strengthen its credit metrics, including adjusted debt/EBITDA to decrease sustainably below 2.25x and adjusted retained cash flow (RCF)/net debt to increase sustainably above 35% (metrics as adjusted by Moody's), on the back of supportive industry conditions. Suedzucker's first-quarter FY 2012/13 results confirmed the continued positive trend in the group's financial performance. Indeed, as a result of the good visibility of its revenues, the group is forecasting operating profit of above EUR800 million for FY 2012/13, up from EUR751 million in FY 2011/12. In FY 2012/13, the group will continue to benefit from relatively high sugar prices and customers locking in volumes early given the constraints on EU sugar supply.

Moody's estimates that Suedzucker's adjusted leverage as of FY2011/12 was 2.1x and RCF/net debt 38.9%, vs. 2.5x and approximately 29.4%, respectively, as of FY 2010/11. In Moody's view, on the back of Suedzucker's performance in FY 2011/12, and the expectation for FY 2012/13 and beyond, the group could sustain these credit metrics over the medium term. However, the rating remains constrained by the uncertainties of the potential reform of EU sugar market regulation, given that key sections expire as of 30 September 2015, as well as its exposure to commodity price fluctuations, particularly in its Specialty Products, CropEnergies and Fruit segments. For FY 2012/13, the group expects to see a decline in the operating profit generated in the CropEnergies segment as rising raw material costs weighs on results, partly offset by revenue growth. The group expects operating profit in Special Products to be in-line with FY 2011/12 and some improvement in Fruit on the back of a recovery in volumes for fruit preparations.

In addition, the rating incorporates the group's healthy liquidity profile as of first quarter FY 2012/13, with a cash balance of EUR342.9 million (EUR384.1 million including short-term securities) and full availability under its EUR600 million five-year syndicated revolving credit facility.

The Ba1 subordinated rating remains three notches lower than Suedzucker's Baa1 issuer rating and continues to reflect the loss absorption characteristics of the rated instrument (that continues to receive Basket D treatment), including (i) its deeply subordinated and perpetual nature, (ii) the presence of a mandatory non-cumulative coupon suspension linked to a breach of a strong trigger (consolidated Cash Flow of the company is less than 5% of the consolidated Sales Revenues) as well as (iii) an optional cumulative deferral if no dividends are paid.

The positive outlook reflects Moody's view that Suedzucker's expected deleveraging and improved cash generation will leave it strongly positioned for the Baa1 rating over the next 12-18 months and that metrics may improve further on the back of supportive industry conditions. The current rating and outlook assume the maintenance of conservative financial policies and the absence of any material debt-financed acquisitions or aggressive shareholder distributions. Over the coming 12-18 months we expect the company to build on its cash balances and financial flexibility to ensure that Suedzucker builds a cushion to sustain strong "through the sugar cycle" credit metrics.

WHAT COULD CHANGE THE RATING UP/DOWN

In Moody's view, positive pressure on the rating is likely to develop during the next 12-18 months but this is reliant on (1) the company continuing to maintain adjusted leverage sustainably below 2.25x and maintain adjusted RCF/net debt sustainably above 35%; (2) there is increased visibility with regard to the company's financial policies going forward, as well as clarity concerning the regulatory environment in the context of the potential reform of EU sugar market regulations, given that key sections expire as of 30 September 2015; and (3) the company building on its cash balances and financial flexibility cushion to ensure that Suedzucker can sustain strong "through the sugar cycle" credit metrics.

Conversely, although not expected in the short term in view of the positive outlook, negative rating pressure could develop if the group's profitability weakens, or financial policies relax, resulting in adjusted leverage rising significantly above 3.0x and adjusted RCF/net debt remaining below 25%.

PRINCIPAL METHODOLOGY

The principal methodology used in rating Suedzucker AG and Suedzucker International Finance B.V. was the Global Food -- Protein and Agriculture Industry Methodology published in September 2009. Other factors used in these ratings are described in Revisions to Moody's Hybrid Tool Kit, published in July 2010. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Based in Mannheim, Germany, Suedzucker AG is Europe's largest sugar producer. It additionally operates in the Special Products, CropEnergies and Fruit segments and posted EUR7.0 billion in revenues for the fiscal year ended February 2012 (FY 2011/2012).

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

The ratings have been disclosed to the rated entities or their designated agent(s) and issued with no amendment resulting from that disclosure.

Information sources used to prepare each of the ratings are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's considers the quality of information available on the rated entities, obligations or credits satisfactory for the purposes of issuing these ratings.

Moody's adopts all necessary measures so that the information it uses in assigning the ratings is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entities or their related third parties within the two years preceding the credit rating action. Please see the special report "Ancillary or other permissible services provided to entities rated by MIS's EU credit rating agencies" on the ratings disclosure page on our website www.moodys.com for further information.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history. The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

In addition to the information provided below please find on the ratings tab of the issuer page at www.moodys.com, for each of the ratings covered, Moody's disclosures on the lead rating analyst and the Moody's legal entity that has issued each of the ratings.

Andreas Rands Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Paloma San Valentin MD - Corporate Finance Corporate Finance Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. ("MIS") AND ITS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED,DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.

All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error negligent or otherwise or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER.

MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading "Shareholder Relations -- Corporate Governance -- Director and Shareholder Affiliation Policy."

Any publication into Australia of this document is by MOODY'S affiliate, Moody's Investors Service Pty Limited ABN 61 003 399 657, which holds Australian Financial Services License no. 336969. This document is intended to be provided only to "wholesale clients" within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY'S that you are, or are accessing the document as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001.

Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody's Japan K.K. ("MJKK") are MJKK's current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. In such a case, "MIS" in the foregoing statements shall be deemed to be replaced with "MJKK". MJKK is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly owned by Moody's Overseas Holdings Inc., a wholly-owned subsidiary of MCO.

This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser.