Givaudan : Full year result Financial reports

2021

GOVERNANCE, COMPENSATION AND FINANCIAL REPORT

About this report

Being a sustainable business is our promise, acting as a force for good our objective. Guided by our purpose of 'Creating for happier, healthier lives with love for nature. Let's imagine together.' we will continue to deliver sustainable value creation that benefits all.

Our 2025 strategy, 'Committed to Growth, with Purpose', is our intention to deliver growth in partnership with our customers through creating inspiring products for happier, healthier lives and having a positive impact on nature, people and communities. Ambitious financial targets remain central to this roadmap: over the next five years, we aim to deliver an average organic sales growth of 4-5% on

a like-for-like basis and an average free cash flow of at least 12%. In addition,

we have defined bold and ambitious long-term goals in four domains: creations, nature, people and communities.

This stand-alone document provides details of our stable and efficient corporate governance and compensation principles that ensure our sustainable value creation. Our comprehensive financial performance may be found in the consolidated financial report and statutory financial report, while our Alternative Performance Measures is detailed in the appendix.

Our long-term ambition: Our purpose

Our mid-term priorities: Our 2025 strategy

Creating for happier, healthier lives with love for nature

Committed to Growth, with Purpose

CREATIONS

NATURE

PEOPLE

COMMUNITIES

4 - 5%

PURPOSE

LINKED

> 12% FCF

GROWTH

TARGETS

Table of contents

Governance report	3
Compensation report	22
Consolidated financial report	40
Statutory financial report	106
Appendix	117

Frameworks applied

• SIX Directive Corporate Governance
• Swiss Code of Best Practice for Corporate Governance
• IFRS
• Alternative Performance Measures

2021 reporting suite

• Integrated Annual Report
• Governance, Compliance and Financial Report
• In a Nutshell
• Online Integrated Report
• GRI Sustainability Report

2  Givaudan  -  2021 Governance, Compensation and Financial Report

Governance Report	Compensation Report	Consolidated Financial Report	Statutory Financial Report	Appendix

GOVERNANCE REPORT

In this section

1. Group structure and shareholders
2. Capital structure

1. Board of Directors

1. Executive Committee

1. Compensation, shareholdings and loans

1. Shareholders' participation
2. Change of control and defence measures

1. Auditors
2. Information policy

21 Quiet periods

3  Givaudan  -  2021 Governance, Compensation and Financial Report

Governance Report	Compensation Report	Consolidated Financial Report	Statutory Financial Report	Appendix

Corporate governance

Ensuring proper checks and balances

The Governance report is aligned with international standards and has been prepared in accordance with the 'Swiss Code of Obligations', the 'Directive on Information Relating to Corporate Governance' issued by the SIX Swiss Exchange and the 'Swiss Code of Best Practice for Corporate Governance' issued by economiesuisse.

The internal corporate governance framework is based on Givaudan SA's Articles of Incorporation. The 'Board Regulations of Givaudan SA', the Company's organisational regulation, further clarifies the duties, powers and regulations of the governing bodies of the Company.

Except when otherwise provided by law, the Articles of Incorporation and Givaudan's Board Regulations, all areas of management are fully delegated by the Board of Directors, with the power to sub-delegate to the Chief Executive Officer, the Executive Committee and its members. The Board Regulations of Givaudan also specifies the duties and the functioning of its four Board Committees.

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www.givaudan.com ▸ Our company ▸ Corporate governance ▸ Rules and policies ▸Articles of Incorporation, Board

Regulations of Givaudan and other documentation regarding Givaudan's principles of corporate governance

1.  Group structure and shareholders

1.1  Group structure

1.1.1  Description of the issuer's operational Group structure

Givaudan SA, the parent company of the Givaudan Group, with its registered corporate headquarters at 5 Chemin de la Parfumerie, 1214 Vernier, Switzerland ('the Company'), is a 'société anonyme', pursuant to art. 620 et seq. of the Swiss Code of Obligations. It is listed on the SIX Swiss Exchange under security number 1064593, ISIN CH0010645932.

The Company is a global leader in its industry. Givaudan operates around the world and has two principal businesses: Taste & Wellbeing and Fragrance & Beauty, providing customers with compounds, ingredients and integrated solutions. Taste & Wellbeing consists of four business units: Dairy, Sweet goods, Beverages and Savoury. Fragrance & Beauty also has four business units: Consumer products; Fine fragrances; Fragrance ingredients and Active Beauty.

Both divisions have a sales and marketing presence in all major countries and markets as well as Research and Development organisations. They share resources and knowledge in the areas of research and consumer understanding, where applicable. Corporate functions include Finance, Procurement, Science and Technology, Human Resources (HR), Legal, Ethics & Compliance, Enterprise Risk Management and Communications as well as Givaudan Business Solutions (GBS). GBS provides best-in-class internal processes and services in the areas of Finance, Controlling, HR, Procurement, Supply Chain, Environment, Health & Safety (EHS), Enterprise Data Management, Information Management and Technology (IM&T), Sustainability and Continuous Improvement.

1.1.2  Listed companies within the scope of consolidation

The Company does not have any publicly listed subsidiaries.

1.1.3  Unlisted companies within the scope of consolidation

The list of principal consolidated companies, their domiciles and the shareholding is presented on page 95, in note 32 to the 2021 consolidated financial statements. Note 1 to the consolidated financial statements as well as note 3 to the statutory financial statements on

4  Givaudan  -  2021 Governance, Compensation and Financial Report

Governance Report	Compensation Report	Consolidated Financial Report	Statutory Financial Report	Appendix

Corporate governance

page 108 offer more details regarding the structure of the Group. All unlisted subsidiaries are wholly-owned, unless otherwise indicated in notes 3 and 4 to the statutory financial statements mentioned above.

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2021 Financial report ▸ page 40

1.2  Significant shareholders

To the knowledge of the Company, the following shareholders were the only beneficial shareholders holding more than 3% of the share capital of Givaudan SA as at 31 December 2021 (or as at the date of their last notification under article 20 of the Stock Exchange Act):

Significant shareholders

2021	in %
Beneficial owners
William H. Gates III and Melinda French Gates	13.86
BlackRock, Inc.	5.06
MFS Investment Management	4.99

  READ THE NOTIFICATIONS

www.ser-ag.com ▸ en ▸ Resources ▸ Notifications market participants ▸Significant shareholders

The Company has not entered into any shareholder agreements with any of its significant shareholders.

1.3  Cross-shareholdings

The Company does not have any cross-shareholdings with any other company.

2.  Capital structure

2.1  Capital on the disclosure deadline

Ordinary share capital

As at 31 December 2021, the Company's ordinary share capital amounted to CHF 92,335,860 fully paid in and divided into 9,233,586 registered shares with a par value of CHF 10.00 each.

The market capitalisation of the Company at 31 December 2021 was CHF 44,247,344,112.

2.2  Authorised and conditional capital in particular

Authorised share capital

The Company does not have any authorised share capital.

Conditional share capital

As per article 3b of the Company's Articles of Incorporation, the Company's share capital can be increased by:

• issuing up to 463,215 shares (CHF 4,632,150) through the exercise of option or conversion rights granted in connection with bond issues of Givaudan SA or a Group company
• issuing up to 161,820 shares (CHF 1,618,200) through the exercise of option rights granted to employees and/or the members of the Board of Directors of the Group
• issuing up to 123,163 shares (CHF 1,231,630) through the exercise of warrants granted to the shareholders of Givaudan SA.

The conditional share capital amounts to a maximum of CHF 7,481,980, which equates to 8.1% of the existing share capital.

The subscription rights of the shareholders are excluded in cases a) and b) above. The Board of Directors is authorised to exclude the shareholders' preferential right to subscribe to bonds if the purpose is to finance acquisitions or to issue convertible bonds or warrants on the international capital market. In that case, the bonds or warrants must be offered to the public at market conditions, the deadline for exercising option rights must be not more than six years and the deadline for exercising conversion rights must be not more than 15 years from the issue of the bond or warrants and the exercise or conversion price for new shares must be at a level corresponding at least to the market conditions at the time of issue.

The acquisition of shares through the exercise of option or conversion rights and the transfer of such shares are subject to restrictions as described in section 2.4.

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www.givaudan.com ▸ Our company ▸ Corporate governance ▸ Rules and policies ▸Articles of Incorporation

5  Givaudan  -  2021 Governance, Compensation and Financial Report