Olam International : Governance Report 2021

Governance Report

Olam Group Limited Annual Report 2021

About Olam

Olam is a leading food and agribusiness supplying food, ingredients, feed and fibre to 20,900 customers worldwide. Our value chain spans over 60 countries and includes farming, origination, processing and distribution operations.

Through our Purpose to 'Re-imagine Global Agriculture and Food Systems', Olam aims to address the many challenges involved in meeting the needs of a growing global population, while achieving positive impact for farming communities, our planet and all our stakeholders.

Headquartered and listed in Singapore, Olam currently ranks among the top 30 largest primary listed companies in Singapore in terms of market capitalisation on SGX-ST and we are a Fortune Global 500 company.

Since June 2020, Olam has been included in the FTSE4Good Index Series, a global sustainable investment index series developed by FTSE Russell, following a rigorous assessment of its supply chain activities, impact on the environment and governance transparency. The FTSE4Good Index Series identifies companies that demonstrate strong environmental, social and governance (ESG) practices and is used by a variety of market participants to create and assess responsible investment funds.

About this report

Our 2021 report is made up of three chapters: Strategy Report, Governance Report and Financial Report.

Governance Report: This section gives detailed information about our rigorous governance framework and those responsible for ensuring it is followed. It should be read in conjunction with the Strategy and the Financial Report for completeness. Shareholder information is also held within this chapter.

Strategy Report

Governance Report

Financial Report

The full report is available online at olamgroup.com/investors

Image disclaimer

A number of images used in this report were taken prior to COVID-19. In some instances, images have been used from other Olam locations to illustrate programmes which we have been unable to photograph because of COVID-19 restrictions.

Transforming to serve a changing world

Contents

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Group Re-organisation

Transforming to serve a Changing World

Corporate Responsibility and Sustainability Committee Chairman's Statement

• 4-10 Board of Directors

• 11-42 Corporate Governance Report

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  Corporate Information

• 44-45 Shareholding Information

• 46-51 Notice of Annual General Meeting

• 52-59 Addendum to the Annual Report 2021

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Appendix 1 to the Addendum

Proxy Form

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Group Re-organisation

Group Re-organisation

Transforming to Serve a Changing World

Olam International Limited ("OIL") had on 20 January 2020 announced that it would pursue a group re-organisation exercise of its portfolio of businesses into two new operating groups, Olam Food Ingredients ("ofi") and Olam Global Agri ("Olam Agri"), with the remaining business housed under Olam International Limited (or presently "OGH"). This re-organisation was initiated to simplify the group's portfolio, sharpen its focus, and unlock long-term value via a proposed carve-out, IPO and demerger of the two operating groups (the "Proposed Transactions").

On 14 December 2021, OIL announced that it is proposing to seek the approval of its shareholders to carry out the Proposed Transactions in relation to the proposed restructuring of OIL by way of a scheme of arrangement under Section 210 of the Companies Act 1967 (the "Scheme"). As part of the Scheme, Olam Group Limited ("OGL") will take over OIL as the new public limited company trading on Singapore Exchange Securities Trading Limited ("SGX-ST") and OIL will be concurrently delisted.

The circular in relation to the Proposed Transactions through various corporate actions including the Scheme, proposed dividend in specie, proposed disposals, dilution and demerger as part of the group re-organisation exercise; and seeking for shareholders' approval through an extraordinary general meeting ("EGM"), was issued on 27 January 2022 (the "Circular"). The Circular stated that the intendedOGL Directors as at the Scheme Effective Date are the same as the Directors of OIL. The EGM was held on

18 February 2022 and was approved by shareholders.

On 3 March 2022, the Court had sanctioned the Scheme and the Scheme shall become effective and binding upon the lodgement of the Scheme Court Order with the Registrar of Companies in Singapore. Other key information included Scheme effective date on 15 March 2022 and commencement of trading of OGL on 16 March 2022 on SGX-ST and concurrent delisting of OIL.

On 15 March 2022, OIL issued an announcement on Scheme effectiveness and the listing and quotation of OGL Shares on the Mainboard of the SGX-ST on 16 March 2022. OGL Directors, similar to the Directors of OIL, were appointed.

On 16 March 2022, OGL commenced trading on the SGX-ST and OIL was delisted. The Directors of OIL similar to the OGL Directors stepped down from the Board of OIL.

This Governance report described the activities, engagements and practices of OIL for FY2021, which is directly relevant to OGL. The information provided in this report for the financial year ended 31 December 2021 included information of persons who remained as Directors of OIL as at 31 December 2021 and who are today Directors of OGL.

Corporate structure after Scheme of Arrangement and Dividend in Specie

Olam Group Limitedofi Subs

Olam Agri

SubsGestating Businesses & De-prioritised

AssetsEngine 2 BusinessesOlam Technology and Business Services

Pte Ltd

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Olam Group Limited Annual Report 2021

Corporate Responsibility & Sustainability Committee Chairman's Statement

Leading Change Through Sustainability

For Olam, an ethical, socially responsible and environmentally sustainable approach is at the heart of our approach to implementing our strategy for profitable growth. The food and agricultural sector face key social and environmental challenges and we recognise the importance of these in relation to our business, our license to operate and our stakeholder relationships; as well as understanding the critical contribution we can make through our own operations and supply chains, and in collaboration with other public and private sector partners.

Our dedicated Corporate Responsibility and Sustainability (CR&S) Function, and embedded sustainability experts in our businesses, have continued to guide and advance our response to social and environmental issues and to ensure good governance by working to embed ESG standards and best practices in our operations. Addressing climate change, deforestation and conserving natural resources cannot be dissociated from improving farmer livelihoods, strengthening prosperity in rural communities and striving to achieve greater food security. As such, we have maintained our focus on addressing these interconnected challenges through targeted actions and interventions and by driving greater transparency across our operations and supply chains.

Olam's sustainability legacy will continue to remain central to both ofi and Olam Agri as they plan and execute their respective business strategies. The Re-organisation will enable each to benefit from, and build on, the policies, procedures and goals already in place, with continued information and insights provided by AtSource to measure and monitor progress of operations and supply chains. This will enable both Groups to be even more focused on actions that best match their strategies and the needs and expectations of stakeholders. As such, we have examined organisational structure of the CR&S central function to ensure that its capabilities will continue to bereflected across the operating groups.

Our approach to stakeholder engagement has been essential for learning, developing and improving our commitments and our approaches, while also benefitting from the opportunity to share and collaborate with organisations across the public and private sectors.

"Our dedicated Corporate Responsibility and Sustainability Function, and embedded sustainability experts in our businesses, have continued to guide and advance our response to social and environmental issues and to ensure good governance by working to embed ESG standards and best practices in our operations."

Nihal Vijaya Devadas Kaviratne CBE Chair, Corporate Responsibility & Sustainability Committee Non-Executive and Independent Director

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