1.3 Governance rules The Articles of Incorporation of Givaudan include rules on the principles applicable to performance-related pay and to the allocation of equity securities, convertible rights and options (Arts. 23–25), additional amounts for payments to Executive Committee members appointed after the vote on pay at the shareholders’ meeting (Art. 27), loans, credit facilities and post-employment benefits for the Executive Committee and Board (Arts. 30 and 31) and the vote on pay at the shareholders’ meeting (Art. 26). DOWNLOAD www.givaudan.com ▸ Our company ▸ Corporate governance ▸ Rules and policies ▸ Articles of incorporation In line with Givaudan’s Articles of Incorporation, the Board will submit the following maximum aggregate amounts for shareholder approval at the 2022 Annual General Meeting: – Compensation of the Board for the period until the 2023 ordinary shareholders’ meeting – Short-term variable compensation of the Executive Committee for the 2021 fiscal year (Executive Committee retrospective vote) – Fixed and long-term variable compensation of the Executive Committee for the 2022 fiscal year (Executive Committee prospective vote) The calculation approach to be applied for determining the amounts to be approved by shareholders is aligned with the Compensation report valuation methodologies. Full details of the amounts to be submitted for approval will be included in the shareholders’ meeting invitation. Givaudan will also submit the 2021 Compensation report to a consultative vote at the 2022 Annual General Meeting. 2. Compensation principles 2.1 Board of Directors In order to reinforce their independence in exercising their supervisory duties, members of the Board receive fixed compensation only. They are not eligible to any performance-based compensation and are not insured in the Company pension plans. The Board compensation is paid in cash and in the form of Restricted Share Units (RSUs). RSUs are a right to receive shares of Givaudan after a three-year blocking period. They link the compensation with the share price evolution of the Company and strengthen the alignment with shareholders’ interests. I. Compensation Committee standing agenda items and approval Timing Agenda items Proposed ¹ Consultation Approved Beginning of year Compensation report Compensation Committee Board of Directors ³ Prior year annual incentive achievement CEO ² Compensation Committee Set current year performance targets CEO ² Compensation Committee Long-term incentive award allocation CEO ² Compensation Committee Maximum amounts for shareholder voting on Executive Committee and Board compensation Compensation Committee Board of Directors (preliminary) ³ Mid-year / end of year Long-term incentive achievement against targets CEO ² Compensation Committee Compensation of the Executive Committee CEO ² Compensation Committee ³ Compensation of the Board of Directors Compensation Committee Board of Directors ³ Changes to compensation system (if any) Compensation Committee Chairman Board of Directors Preview of key items for next year CEO / Compensation Committee – 1. CEO compensation proposed by Chairman of the Compensation Committee. 2. Individual concerned does not attend/abstains. 3. Subject to shareholders’ vote (binding vote on maximum compensation amounts, consultative vote on Compensation report). Reflecting business and individual performance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 24 Givaudan — 2021 Governance, Compensation and Financial Report