Koninklijke DSM N.V. (ENXTAM:DSM) entered into an business combination agreement to acquire Firmenich International SA for €16.9 billion on May 31, 2022. Under the terms, Merger to be effected through public offer for DSM shares in exchange for DSM-Firmenich shares (1:1 exchange ratio) and contribution of Firmenich shares to DSM-Firmenich in exchange for DSM-Firmenich shares and €3.5bn cash (subject to potential adjustment). DSM shareholders will own in aggregate 65.5% stake of DSM-Firmenich and the various shareholders of Firmenich will own in aggregate 34.5% stake of DSM-Firmenich through 92 million shares. DSM will finance the cash payment to be made in connection with the Combination from available cash resources If the BCA (Business combination agreement) is terminated in connection with Firmenich having accepted a Superior Proposal, Firmenich would owe DSM a €400m termination fee and If the BCA is terminated in connection with the EGM not having approved the Transaction Resolutions or the minimum acceptance level not having been satisfied or the DSM preference shares foundation having exercised its call option, DSM would owe Firmenich a €400m reverse termination fee. To assist DSM therein, it has entered into a bridge financing facility of €3.0 billion as borrower with J.P. Morgan Chase Bank NA, London Branch as underwriter. As per update on June 13, 2022, future Executive Committee of DSM-Firmenich will consist of Geraldine Matchett and Dimitri de Vreeze will be Co-CEOs. Currently Co-CEOs of DSM, they will continue to hold additional CFO (Geraldine) and COO (Dimitri) responsibilities respectively for the future combined company. Gilbert Ghostine, who will retire from his position as CEO of Firmenich upon completion of the merger. Patrick Niels, DSM's Executive Vice President Food & Beverage, will lead the combined Food & Beverage/Taste & Beyond business. DSM's Executive Vice President Health, Nutrition & Care, Philip Eykerman, will continue to lead this business' development of customized quality end-to-end solutions. Ivo Lansbergen will continue to lead Animal Health & Nutrition business. Mieke Van de Capelle, currently Firmenich's Chief Human Resources Officer, will lead in creating an engaging culture. Jane Sinclair, presently Firmenich's General Counsel and Head of Legal and Compliance, will complete the new Executive Committee. Transaction is subject to customary conditions, including obtaining relevant regulatory clearancesManaging Board and Supervisory Board of DSM unanimously support and recommend the transaction. Emmanuel Butstraen will be Chief Integration Officer. The Board of Directors of Firmenich unanimously supports and recommends the transaction. Firmenich shareholders have approved the transaction. As of January 23, 2023, DSM shareholders have approved the transaction. DSM and Firmenich expect that the remaining competition clearances will have been obtained by March 7, 2023, potentially with the exception of the competition clearance in India. DSM and Firmenich jointly announce that they have obtained the unconditional competition clearance from the European Commission on February 22, 2023 and competition clearance of China's State Administration for Market Regulation (SAMR) was received on February 16, 2023. Consequently, competition clearance has been obtained in nine out of the ten jurisdictions required to satisfy the offer condition relating to competition clearances. As of March 31, 2023, Currently the CCI is processing a backlog of merger filings, including this, and while it is taking some more time the decision is expected to be forthcoming. As of April 4, 2023, Competition Commission of India has approved the merger on April 3, 2023. As of April 17, 2023, the offer becomes unconditional and all conditions have been satisfied or waived. Upon acceptance of at least 95% of Firmenich's aggregate issued and outstanding ordinary share capital, the Koninklijke shall commence the statutory buy-out procedure for the remaining shares. Transaction is expected to complete in first half of 2023. As of January 23, 2023, the offer period has been extended till April 11, 2023. As of April 17, 2023, the offer period has been extended till April 28, 2023. As of April 18, 2023 The transaction is expected to close on May 8, 2023.

BDT & Company Europe GmbH and Goldman Sachs International acted as financial advisor whereas Stibbe N.V. and Stibbe N.V. acted as legal advisor to Firmenich International. Oberson Abels SA is Firmenich's adviser on Swiss tax aspects. Centerview Partners UK LLP and J.P. Morgan Securities plc acted as financial advisor to Koninklijke DSM N.V. Tim Stevens, Godfried Kinnegim, Yvo de Vries, and Jasper de Jong of Allen & Overy LLP and Walder Wyss Ltd acted as legal advisors to Koninklijke DSM N.V. Davis Polk & Wardwell LLP acted as legal advisor to Firmenich International SA in this transaction. Laetitia Tombarello of Bredin Prat & Associes acted as legal advisor to Firmenich International SA. Titus de Vries, Jeroen Thijssen and Han Teerink of Clifford Chance advises J.P. Morgan and Centerview in the deal. Sullivan & Cromwell LL, S&R Associates acted as legal advisors to Firmenich International SA.