AGM 2021 Notice to convene

NOTICE TO CONVENE THE

Annual General Meeting 2021

Company reg. no. 28318677

Notice to convene the Annual General Meeting of

Chr. Hansen Holding A/S

To the shareholders of Chr. Hansen Holding A/S

The Board of Directors has the pleasure of convening the Annual General Meeting to be held on

Wednesday November 24, 2021 at 4:00 p.m. CET

at Søhuset Konferencecenter, Venlighedsvej 10,

2970 Hørsholm, Denmark.

Agenda

1. Report on the Company's activities
2. Approval of the 2020/21 Annual Report
3. Resolution on the appropriation of profit
4. Presentation of the Company's 2020/21 Remuneration Report for an advisory vote
5. Resolution on remuneration of members of the Board of Directors
6. Proposals from the Board of Directors
   6a. Approval of indemnification arrangements and related amendment of the Remuneration Policy
7. Election of members to the Board of Directors
   7a. Election of a chair of the Board of Directors
   7b. Election of other members to the Board of Directors
8. Election of a company auditor
   8a. Re-election of PwC Statsautoriseret Revisionspartnerselskab
9. Authorisation of the chair of the Annual General Meeting

Full proposals for the items on the agenda:

Re item 1 on the agenda

The Board of Directors proposes that the Annual General Meeting takes note of the Board of Directors' report on the Compa- ny's activities in 2020/21.

Re item 2 on the agenda

The Board of Directors proposes that the Annual General Meeting approves the Company's Annual Report for 2020/21. The Annual Report for 2020/21 is available on the Company's website, www.chr-hansen.com.

Re item 3 on the agenda

The Board of Directors proposes that the Annual General Meeting approves the Board of Directors' proposal for the appropriation of profit as stated in the Annual Report for 2020/21, including a proposal to distribute an ordinary dividend of DKK 6.54 per share of DKK 10 in connection with the Annual General Meeting, corresponding to an amount of EUR 116 million or 58% of the profit of the Chr. Hansen Group for the year.

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Re item 4 on the agenda

The Board of Directors proposes that the Annual General Meeting approves the Company's Remuneration Report for 2020/21.

The Remuneration Report has been prepared in accordance with applicable rules and corporate governance recommenda- tions. The report aims to further enhance transparency in relation to remuneration paid by the Company. The report covers remuneration awarded or due in the course of the financial year 2020/21 to the Company's Board of Directors and Executive Board. The Executive Board includes executive management members registered as such with the Danish Business Authority.

The 2020/21 Remuneration Report is available on the Company's website, www.chr-hansen.com.

Re item 5 on the agenda

The base fee of the Board of Directors was most recently adjusted in 2016. Based on a review of the remuneration of the Board of Directors, including current remuneration levels of listed companies (both generally and within comparable industries), the Board of Directors proposes an adjustment of the current base fee of DKK 400,000 of plus 5% resulting in the following remuneration level for 2021/22:

Members of the Board of Directors	DKK	420,000	(base fee)
Chair of the Board of Directors	DKK	1,260,000	(corresponding to 3 times the base fee)
Vice Chair of the Board of Directors	DKK	840,000	(corresponding to 2 times the base fee)

The Board of Directors has established an Audit Committee, a Nomination Committee, a Remuneration Committee and a Science & Innovation Committee. Based on the remuneration review conducted by the Board of Directors and in line with the practice of other C25 companies, the Board of Directors proposes to introduce fixed multipliers for committee fees based on the board base fee corresponding to the current ratio between the board base fee and committee fees. Thus, the Board of Directors proposes committee members receive the following supplementary fees for the financial year 2021/22:

Chair of the Audit Committee	DKK	315,000	(corresponding to 0.75 times the base fee)
Chair of the Remuneration and
Science & Innovation Committees	DKK	262,500	(corresponding to 0.625 times the base fee)	per committee
Chair of the Nomination Committee	DKK	210,000	(corresponding to 0.5 times the base fee)
Members of the Audit and
Science & Innovation Committees	DKK	157,500	(corresponding to 0.375 times the base fee)	per committee
Members of the Nomination and
Remuneration Committees	DKK	131,250	(corresponding to 0.3125 times the base fee)	per committee

In addition to the above fees, the Board of Directors proposes that board members and committee members be entitled to the following differentiated fixed travel allowances, when travelling for a Board and/or committee related meeting, dependent on the travelling distance:

Travelling outside country of residence	Travelling between continents

DKK 22,500 (unchanged compared to the remuneration level for 2020/21)

DKK 37,500 (unchanged compared to the remuneration level for 2020/21)

In addition, the Company pays social security duties and similar taxes imposed by foreign authorities in relation to the board members' fees.

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Re item 6a on the agenda

Recent developments in the insurance market have affected the pricing and the terms and conditions of directors and officers insurance for listed companies. To ensure the Company's ability to continue to attract talent and offer appropriate coverage and protection to the Board of Directors and Executive Board, it is therefore proposed that the Company - in cases where the Board of Directors considers the available insurance coverage is insufficient and/or associated with disproportionate costs

• may provide indemnification arrangements to its Board of Directors and Executive Board. Any such indemnification presup- poses the absence of fraud or willful misconduct.

It is further proposed that the resolution be reflected in the Company's Remuneration Policy by including the following new Section 2.6 therein:

"2.6 Directors' and officers' insurance and indemnification

The Company may take out directors' and officers' liability insurance covering members of the Board of Directors and the Executive Board. In cases where the Board of Directors considers that the available insurance coverage is insufficient and/ or associated with disproportionate costs or other adverse terms, the Company may provide indemnity arrangements for the members of the Board of Directors and/or the Executive Board in respect of claims relating to the exercise of their duties, provided in each case such claims are not caused by such member's fraud or willful misconduct. The Company may in this respect also offer to cover reasonable costs associated with the defense against such claims."

The revised Remuneration Policy is attached as Annex 1 to this notice.

Re item 7a on the agenda

The Board of Directors proposes re-election for a one-year term of Dominique Reiniche as Chair of the Board of Directors.

Re item 7b on the agenda

The Board of Directors proposes that the Annual General Meeting re-elect the following board members for one-year terms: Jesper Brandgaard, Luis Cantarell, Lise Kaae, Heidi Kleinbach-Sauter, Kevin Lane and Lillie Li Valeur. Board member Mark ­Wilson has informed the Board of Directors that he will not seek re-election at the Annual General Meeting.

If all proposed board candidates are re-elected, the Board of Directors will consist of seven shareholder-elected board members, which will bring the number of shareholder-elected members back to a normalized level.

A detailed description of the candidates' competencies and managerial positions held in other commercial enterprises is attached as Annex 2 to this convening notice and can also be found on the Company's website, www.chr-hansen.com.

It is noted that in June 2021, the employees of Chr. Hansen Holding A/S and Chr. Hansen A/S conducted an election of employee representatives to the Board of Directors. Charlotte Hemmingsen and Kim Ib Sørensen were re-elected, while Casper Lynghøj Giedo and Karen Lauesen were elected as new employee representatives for a period of four years and will be joining the Board of Directors immediately following the Annual General Meeting.

Re item 8a on the agenda

The Board of Directors proposes that the Company's current auditor, PwC Statsautoriseret Revisionspartnerselskab be re-elected.

The Audit Committee has not been influenced by third parties, and the Company is not subject to any contractual obligation limiting the Annual General Meeting's choice to certain auditors or audit firms.

Re items 9 on the agenda

The Board of Directors proposes that the Annual General Meeting authorises the chair of the Annual General Meeting (with a right of substitution) to file the resolutions passed with the Danish Business Authority and to make any such changes and additions as the Danish Business Authority may require as a condition for registering or approving the resolutions passed.

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Majority requirement

All proposals may be adopted by a simple majority of votes. The proposal under agenda item 4 regarding the remuneration report is in accordance with the Danish Companies Act subject to an advisory vote only.

The company's share capital

At the time of convening the Annual General Meeting, the Company's share capital has a nominal value of DKK 1,318,524,960, divided into shares of DKK 10 each. Each share of DKK 10 carries one vote.

Date of registration and shareholders' voting rights

The date of registration (record date) is Wednesday November 17, 2021.

Shareholders who hold shares in the Company on the date of registration are entitled to attend and vote at the Annual General Meeting. The shares held by each individual shareholder are calculated at the date of registration (end of day) based on the record of the shareholder's shares in the register of shareholders as well as any notices concerning ownership received by the Company for recording in the register of shareholders. Attendance is furthermore subject to the shareholder obtaining an admission card in due time as further described below.

Admission cards

Shareholders who wish to attend the Annual General Meeting must request an admission card no later than Friday November 19, 2021.

Admission cards for the Annual General Meeting may be obtained as follows:

• Electronically through the "Shareholder Portal" under the menu "Investors" on the Company's website,www.chr-hansen.com, or on the website of Computershare A/S, www.computershare.dk
• By returning the signed and completed form to Computershare A/S either by e-mailing a scanned copy of the form to [e-mail] by sending it by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 1. Sal, 2800 Kgs. Lyngby, Denmark. The form is available on the Company's website, www.chr-hansen.com, through the "Shareholder Portal" under the menu "Investors"
• By contacting Computershare A/S by phone [phone] (weekdays between 09:00 a.m. and 3:30 p.m. CET) or by e-mail to [e-mail].

Duly requested admission cards will be sent electronically to the e-mail address provided by the shareholder in the Shareholder Portal and which has been registered in the register of shareholders. Accordingly, admission cards will no longer be distributed to the shareholders by ordinary mail.

Shareholders must present admission cards at the Annual General Meeting either electronically on a smartphone/tablet or in a printed version. Shareholders, who have requested admission cards without specifying an email address, are required to collect their admission card at the door upon presentation of proof of identity. Printed voting cards will be handed out at the door.

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