Chr Hansen A/S : Corporate Governance Statement 2020/21

CHR. HANSEN 2020/21

Corporate

Governance

Statement

Company reg. no. 28318677

Annual Corporate Governance

Statement 2020/21

This annual corporate governance statement for Chr. Hansen Holding A/S (hereinafter "Chr. Hansen" or the "Company") has been prepared pursuant to Section 107b of the Danish Financial Statements Act1) and covers the accounting period from September 1, 2020 to August 31, 2021.

The statement forms part of the Management's Review in the 2020/21 Annual Report but is not covered by the independent auditor's report. As a Company incorporated in Denmark and listed on Nasdaq Copenhagen A/S (hereinafter "Nasdaq Copenhagen"), Chr. Hansen is subject to the Danish Recommendations on Corporate Governance issued by the Danish Committee on Corporate Governance in November 20172). This annual corporate governance statement is available at the Company's website https://www.chr-hansen.com/en/investors/governance/corporate-governance.

The statement includes:

• A description of the Company's governance structure.
• A review of Chr. Hansen's position on the Danish Recommendations on Corporate Governance (hereinafter the "Recommendations").
• The main elements of the internal control and risk management systems in relation to financial reporting.

Chr. Hansen governance structure

The shareholders of Chr. Hansen Holding A/S exercise their rights at the general meeting, which is the supreme governing body of the Company and which elects the members of the Board of Directors.

Chr. Hansen Holding A/S has a two-tier management structure consisting of:

• the Board of Directors, and
• the Executive Board

Shareholders

The shareholders have ultimate authority over the Company and can exercise their rights by passing resolutions at general meetings. At each annual general meeting, the shareholders approve the annual report and any amendments to the Articles of Association, and elect the

1. In Danish "Redegørelse for virksomhedsledelse, jf. årsregnskabslovens § 107 b".
2. The Danish Recommendations on Corporate Governance can be found at www.corporategovernance.dk. The Danish Recommendations on Corporate Governance of December 2, 2020 are applicable for the Company with effect from the 2021/22 Annual Report comprising the accounting period from September 1, 2021 to August 31, 2022.

board members and the independent auditor. Resolutions can generally be passed by a simple majority. However, resolutions to amend the Articles of Association require the affirmative votes of two-thirds of the votes cast and capital represented, unless the Danish Companies Act stipulates other adoption requirements.

Board of Directors

Roles and responsibilities, composition, independence, attendance, diversity and shareholding requirement

The Board of Directors is responsible for the overall management of the Company. In accordance with current practice in Denmark, responsibilities are distributed in a two-tiered structure between the Board of Directors and the Executive Board. The Executive Board oversees the day- to-day management, while the Board of Directors supervises the work of the Executive Board and is responsible for the overall management and strategic direction. The two bodies are separate with no overlapping members.

The Board of Directors has twelve members, eight of whom are elected by the shareholders and four by the employees in Denmark.

In November 2020, the shareholders elected the following members to the Board of Directors, adding an additional eighth member to the Board of Directors:

• Dominique Reiniche (Chair of the Board of Directors since 2018 (member since 2013 and Vice Chair from 2015-2018), chair of the Nomination Committee and the Remuneration Committee, and member of the Audit Committee).
• Jesper Brandgaard (Vice Chair of the Board of Directors since 2018 and member since 2017, member of the Nomination Committee and the Audit Committee).
• Luis Cantarell (member of the Board of Directors since 2016 and chair of the Science & Innovation Committee).
• Heidi Kleinbach-Sauter (member of the Board of Directors since 2017 and member of the Nomination Committee and the Science & Innovation Committee).
• Lise Kaae (member of the Board of Directors since 2020 and chair of the Audit Committee).
• Kevin Lane (member of the Board of Directors since 2020 and member of the Nomination

Committee and the Science & Innovation Committee).

2 CHR. HANSEN Corporate Governance Statement 2020/21

Annual Corporate Governance Statement 2020/21

• Lillie Li Valeur (member of the Board of Directors since 2020 and member of the Remuneration Committee and the Science & Innovation Committee).
• Mark Wilson (member of the Board of Directors since 2010 and member of the Audit Committee and the Remuneration Committee).

Currently, seven out of eight board members elected by the shareholders are considered to be independent as defined in the Recommendations. All shareholder-elected members of the Board of Directors serve for terms of one year and are up for re-election at each annual general meeting.

In 2017, the employees in Denmark elected four board members, two men and two women, for a statutory four-year term:

• Lisbeth Grubov (member of the Board of Directors since 2017)
• Charlotte Hemmingsen (member of the Board of Directors since 2017)
• Kim Ib Sørensen (member of the Board of Directors since 2017)
• Per Poulsen (member of the Board of Directors since 2013)

In June 2021, the employees in Denmark re-elected Charlotte Hemmingsen and Kim Ib Sørensen and elected Karen Lauesen and Casper Lynghøj Giedo. The two re-elected and the two newly elected members will join the Board of Directors at the constituent board meeting on November 24, 2021 and serve for a four-year term.

Employee-elected board members have the same rights, duties and responsibilities as shareholder-elected board members. Employee-elected board members are not considered independent as defined in the Recommendations.

The Board of Directors held nine board meetings in 2020/21. For meeting attendance, please refer to pp 63-65 of the 2020/21 Annual Report.

At the annual general meeting in November 2020, four women and four men were elected by the shareholders, thus increasing the gender representation from two out of seven to four out of eight

1. See the Danish Business Authority's" Guidelines on target figures, policies and reporting on the gender composition of management" atwww.erhvervsstyrelsen.dk.

shareholder-elected members being women. As in 2019/20, the Board of Directors thus continues to have equal gender representation under Danish law3) and have met the Board's gender diversity target of having at least three women elected by the shareholders by 2022. In 2021 the Board of Directors set a new gender diversity target of having at least three shareholder-elected members of each gender by 2025.

The shareholder-elected members of the Board of Directors have all committed to purchasing shares corresponding to at least one year's base fee for an ordinary board member within

12 months of their appointment, and to maintaining a shareholding corresponding to at least one year's base fee throughout the entire period of their board membership. For information on current board members' shareholdings, including changes in shareholdings in 2020/21, please refer to pp 63-65 of the 2020/21 Annual Report.

Board committees

The Board of Directors may establish board committees in order to prepare decisions and recommendations for evaluation and approval by the Board of Directors. In accordance with the Recommendations, the Board of Directors has established the following four committees:

• an Audit Committee
• a Nomination Committee
• a Remuneration Committee
• a Science & Innovation Committee

Reporting to the Board of Directors, the committees have individual charters and agreed annual schedules which define their key tasks and responsibilities.

Audit Committee

Roles and responsibilities, composition, independence and attendance

The Board of Directors has established an Audit Committee, which consists of at least three members appointed by the Board of Directors from among its members. One member is appointed as chair, who cannot be the Chair of the Board of Directors. The Audit Committee assists the Board of Directors in meeting its responsibilities in the financial and non-financial reporting process, the system of internal controls, the audit process and the Company's process for monitoring compliance with laws, regulations, internal policies and positions, including considering the independence of the external auditor and reviewing the annual and quarterly financial reports. From the financial year 2021/22, the Audit Committee will meet at least five times a year in accordance with an agreed annual schedule with fixed agenda items, ensuring compliance with recommendations and adequate monitoring. The annual schedule reflects the key events of the annual financial and non-financial reporting cycle and the aforementioned responsibilities.

3 CHR. HANSEN Corporate Governance Statement 2020/21

Annual Corporate Governance Statement 2020/21

In November 2020, the Board of Directors appointed the following four board members to serve on the Audit Committee:

• Lise Kaae (chair (member until May 31, 2021), independent; Financial Expert)
• Jesper Brandgaard (member; independent; Financial Expert)
• Dominique Reiniche (member; independent)
• Mark Wilson (member (chair until May 31, 2021); independent; Financial Expert)

All members qualify as independent as defined in the Recommendations according to which a majority of the members of a board committee must qualify as independent. Under Danish law, at least one of the members must have expertise and experience in accounting and auditing (hereinafter "Financial Expert(s)"), and the members of the committee must as a whole have competencies relevant for the industry in which the Company operates. Three members are Financial Experts and the members as a whole have competencies relevant to the industries in which Chr. Hansen operates, as required by the Danish Act on Approved Auditors and Audit Firms.

The Audit Committee held five meetings in 2020/21. For meeting attendance and the key matters handled by the Audit Committee, please refer to p 60 of the 2020/21 Annual Report. For a more detailed report on the key matters handled by the Audit Committee, please refer to www.chr-hansen.com/en/about-us/management/board-committees.

Nomination Committee

Roles and responsibilities, composition, independence and attendance

The Board of Directors has established a Nomination Committee, which consists of at least three members appointed by the Board of Directors from among its members. The Chair of the Board of Directors serves as chair of the Nomination Committee. The Nomination Committee assists the Board of Directors in meeting its responsibilities with respect to the nomination and appointment of members of the Board of Directors and the Executive Board, ensuring that the Board of Directors and the Executive Board are at all times of an appropriate size and consisting of individuals with the professional qualifications and experience required, and conducting regular evaluations of the performance of the Board of Directors and the Executive Board. The Nomination Committee meets at least three times a year in accordance with an agreed annual schedule with fixed agenda items.

In November 2020, the Board of Directors appointed the following four board members to serve on the Nomination Committee:

• Dominique Reiniche (chair; independent)
• Jesper Brandgaard (member; independent)
• Heidi Kleinbach-Sauter(member, independent)
• Kevin Lane (member, independent)

All members qualify as independent as defined in the Recommendations according to which a majority of the members of a board committee must qualify as independent.

The Nomination Committee held three meetings in 2020/21. For meeting attendance and the key matters handled by the Nomination Committee, please refer to p 60 of the 2020/21 Annual Report. For a more detailed report on the key matters handled by the Nomination Committee, please refer to www.chr-hansen.com/en/about-us/management/board-committees.

Remuneration Committee

Roles and responsibilities, composition, independence and attendance

The Board of Directors has established a Remuneration Committee, which consists of at least three members appointed by the Board of Directors from among its members. The Chair of the Board of Directors serves as chair of the Remuneration Committee. The Remuneration Committee assists the Board of Directors in meeting its responsibilities with respect to establishing, implementing and executing its remuneration policy for the members of the Board of Directors, its committees and the Executive Board and the principles hereof for the other members of the Corporate Leadership Team. Furthermore, the Remuneration Committee assists the Board of Directors in preparing a general remuneration policy for the Company and an annual separate Remuneration Report for the Board of Directors and Executive Board. The Remuneration Committee meets at least four times a year in accordance with an agreed annual schedule with fixed agenda items.

4 CHR. HANSEN Corporate Governance Statement 2020/21

Annual Corporate Governance Statement 2020/21

In November 2020, the Board of Directors appointed the following three board members to serve on the Remuneration Committee:

• Dominique Reiniche (chair; independent)
• Lillie Li Valeur (member; non-independent)
• Mark Wilson (member; independent)

All members, but one, qualify as independent as defined in the Recommendations according to which a majority of the members of a board committee must qualify as independent. The Remuneration Committee held four meetings in 2020/21. For meeting attendance and the key matters handled by the Remuneration Committee, please refer to p 60 of the 2020/21 Annual Report. For a more detailed report on the key matters handled by the Remuneration Committee, please refer to www.chr-hansen.com/en/about-us/management/board-committees.

Science & Innovation Committee

Roles and responsibilities, composition, independence and attendance

The Board of Directors has established a Science & Innovation Committee, which consists of at least three members appointed by the Board of Directors from among its members. One member is appointed as chair. The Science & Innovation Committee assists the Board of Directors in meeting its responsibilities with respect to the Company's research & development (R&D) strategy including the commercialization strategies to bring innovations from R&D to the relevant markets. The purpose is to provide reassurance to the Board that the R&D, technical resources and innovation plans of the Company are appropriately aligned with the agreed business and customer strategies. The Science & Innovation Committee meets at least five times a year in accordance with an agreed annual schedule with fixed agenda items.

In November 2020, the Board of Directors appointed the following four board members to serve on the Science & Innovation Committee:

• Luis Cantarell (chair; independent)
• Heidi Kleinbach-Sauter(member; independent)
• Kevin Lane (member; independent)
• Lillie Li Valeur (member; non-independent)

All members, but one, qualify as independent as defined in the Recommendations according to which a majority of the members of a board committee must qualify as independent.

The Science & Innovation Committee held five meetings in 2020/21. For meeting attendance and the key matters handled by the Science & Innovation Committee please refer to p 60 of the 2020/21 Annual Report. For a more detailed report on the key matters handled by the Science & Innovation Committee, please refer to www.chr-hansen.com/en/about-us/management/board-committees.

Executive Board

The Board of Directors appoints an Executive Board responsible for the day-to-day management and compliance with the guidelines and recommendations issued by the Board of Directors. The Executive Board also submits and recommends to the Board of Directors proposals for the Company's overall strategy and objectives.

The Executive Board currently has three members and is chaired by the President and Chief Executive Officer (hereinafter the "CEO"). The Executive Board forms part of the Corporate Leadership Team, which currently has five additional members, who are responsible for FC&E, H&N, Global Operations, Compliance & Corporate Affairs and Global HR. The Corporate Leadership Team meets at least once a month, apart from the month of July. The Board of Directors appoints members of the Executive Board and reviews their performance based on a recommendation from the Nomination Committee, and determines their remuneration based on a recommendation from the Remuneration Committee.

On October 31, 2020, Executive Vice President & Chief Financial Officer (hereinafter the "CFO"), Søren Westh Lonning, resigned from the Executive Board and was replaced as Executive Vice President & CFO by Lise Skaarup Mortensen.

More information on the members of the Executive Board and the other members of the Corporate Leadership Team is available on p 66 of the 2020/21 Annual Report and at www.chr-hansen.com/en/about-us/management.

As of August 31, 2021, the members of the Executive Board were:

• Mauricio Graber (President & CEO)
• Lise Skaarup Mortensen (Executive Vice President & CFO)
• Thomas Schäfer (Executive Vice President & Chief Scientific Officer (hereinafter the "CSO"))

5 CHR. HANSEN Corporate Governance Statement 2020/21