Givaudan : Invitation in English

Invitation to our Annual General Meeting 2023

Thursday 23 March 2023

10:30 am (doors open at 09:00 am)

Hôtel InterContinental, Chemin du Petit-Saconnex7-9, 1211 Geneva

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Dear shareholders,

In the second year of our new five-year strategy cycle ''Committed to Growth, with Purpose", I am pleased to share that overall we delivered a solid business performance, despite the external challenges; such as supply chain constraints, inflationary pressures and the impact of the war in Ukraine leading to higher energy prices. Rising interest rates, as a worldwide response to high inflation, also impacted our share price. I am proud of how our teams around the world navigated this difficult external environment, and I would like to express my thanks to our colleagues, customers, partners and suppliers for their continued commitment and great collaboration.

In 2022, we delivered good top line growth of 6.5% in Swiss francs, stable profitability and a free cash flow generation of 6.7% of sales. We were able to compensate for many of the input costs and inflationary effects and could expand our business organically. On the basis of Givaudan's performance in 2022 and its continued solid business position, the Board of Directors will propose an increase in the dividend to CHF 67.00 gross per share at the Annual General Meeting on 23 March 2023. This is the twenty-second consecutive dividend increase following Givaudan's listing at the Swiss stock exchange in 2000.

Looking back at 2022, while the pandemic receded in most parts of the world, new challenges emerged in the external environment. Across the industry and beyond, we experienced large raw materials cost increases, supply chain disruptions leading to rising costs of transport and freight, and higher energy costs. For 2023, we anticipate the external environment to remain challenging, but we will focus on being the creative partner of choice for our customers and on further progressing towards our 2025 strategic objectives. The broader global macro trends and themes that we identified for our 2025 strategy, that include health and wellbeing, naturals, plant-based proteins, will continue to drive our business and offer opportunities for more profitable growth, even in difficult economic surroundings.

At the Annual General Meeting 2023, three of our long-standing Board members, Prof. Dr-Ing. Werner Bauer, Lilian Biner and Michael Carlos will stand down, after a combined service of 29 years. I would like to express my appreciation and thanks for their great contributions over these many years. In addition, we will propose to the Annual General Meeting to elect Roberto Guidetti as a new Board member. All other Board members will stand for re-election. We continue to ensure that the Board has the necessary competencies and the right blend of expertise, experience and diversity.

After a particularly challenging year, I would like to take the opportunity to share my heartfelt thanks and gratitude to my fellow members of the

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Board of Directors, the Executive Committee and all our colleagues worldwide. Our people are at the heart of our business, and it is their passion and relentless focus on delivering excellence that ensures the continued success of Givaudan.

I would also like to share my thanks to you, our shareholders, for your trust and continuing support. After a three-year hiatus of an in-person Annual General Meeting, I also look forward to seeing and meeting you all in person on 23 March 2023.

Looking ahead, I remain confident our Company will continue on its path of long-term success, creating further value for all stakeholders through profitable, responsible growth, guided by our purpose.

I send my best wishes and health for the year ahead.

The Chairman

Calvin Grieder

Vernier, 23 February 2023

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Agenda and proposals

1. Approval of the Management Report, the annual financial statements and the consolidated financial statements 2022

Proposal of the Board of Directors: approval of the Management Report, the annual financial statements and the consolidated financial statements 2022.

Explanation: In accordance with Article 698 paragraph 2 numbers 3 and

4 of the Swiss Code of Obligations (CO) and our articles of incorporation (the Articles of Incorporation), the general meeting of shareholders is asked to approve the Management Report, the annual financial statements and the consolidated financial statements 2022.

2. Consultative vote on the Compensation report 2022

Proposal of the Board of Directors: approval on a consultative basis of the Compensation report 2022 (pages 33 to 53 of the Governance, Compensation and Financial Report).

Explanation: In accordance with Article 735 paragraph 3 number 4 CO, the Board of Directors submits the Compensation report 2022 to a consultative vote of the general meeting of shareholders.

3. Appropriation of available earnings and distribution Proposal of the Board of Directors:

Available earnings	All figures in CHF
Net profit for the year	(437,579,832)
Balance brought forward from previous year	283,922,896
Total available earnings	(153,656,936)
Distribution proposal of CHF 67.00	618,650,262
gross per share
Transfer (from) to the voluntary reserve	(800,000,000)
Total appropriation of available earnings	(181,349,738)
Amount to be carried forward	27,692,802

Explanation: The Board of Directors proposes an ordinary cash dividend of CHF 67.00 gross per share, taxable in Switzerland. If the proposal is approved, the dividend will be paid on 29 March 2023 (ex-dividend trading date: 27 March 2023). No dividend or distribution will be declared on shares held by the company or any of its subsidiaries.

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