6.2 Statutory quorums The Articles of Incorporation of Givaudan SA follow the majority rules prescribed by Swiss law for decisions of general meetings of shareholders. 6.3 Convocation of the general meeting of shareholders The convocation of shareholders registered with voting rights to general shareholders’ meetings is made by publication in the Swiss official trade journal (SHAB/FOSC) at least 20 days prior to the day of the meeting. Shareholders representing at least 10% of the share capital may demand in writing that a shareholders’ meeting be convened, setting forth the items to be included on the agenda and the proposals. 6.4 Agenda Shareholders representing shares for a nominal value of at least CHF 1 million may demand in writing at least 45 days before the meeting that an item be included in the agenda, setting forth the item and the proposal. 6.5 Inscriptions into the share register Shareholders will be registered with a right to vote in the share register of Givaudan SA until the record date set by the Board of Directors for each shareholders’ meeting. The register date for the ordinary general meeting is specified in the invitation and is set approximately two weeks before the meeting. Only shareholders who hold shares registered in the share register with a right to vote at a certain date, or their representatives, are entitled to vote. Givaudan SA has not granted any exceptions to this rule. 7. Change of control and defence measures 7.1 Duty to make an offer The Articles of Incorporation of Givaudan SA do not contain any rules on opting out or opting up under Swiss law. General Swiss legal provisions apply, which provide that anyone who acquires more than 33.3% of the voting rights of a listed company is required to make a public offer to acquire all listed securities of the Company that are listed for trading on the SIX Swiss Exchange. 7.2 Clauses on changes of control In the event of a change of control, restricted share units (RSUs) and performance shares granted, as the case may be, by the Company to members of the Board of Directors and to a total o f 506 senior management and employees may vest immediately. All other defence measures against change of control situations previously in effect were deleted by the Board of Directors in 2007. 8. Auditors 8.1 Duration of the mandate and term of office of the lead auditor At the Annual General Meeting of shareholders on 26 March 2009, Deloitte SA was first appointed as Group and statutory auditor of Givaudan SA and its affiliates and has held the audit mandate since that time. At the Annual General Meeting of shareholders on 25 March 2021, Deloitte SA was reappointed as statutory auditor for the business year 2021. The rotation of the lead auditor follows the legally required maximum duration of seven years in accordance with the art. 730a para. 2 of the Swiss Code of Obligations. Since March 2016, the responsible lead auditor for the Givaudan audit at Deloitte has been Ms Karine Szegedi Pingoud, Partner. The Audit Committee and the Board reconsider on an annual basis whether the statutory auditors should be proposed for re-election to the shareholders’ meeting. 8.2 Auditing fees The fees of Deloitte for professional services related to the audit of the Group’s annual accounts for the year 2021 were CH F  3.7  million. This amount includes fees for the audit of Givaudan SA, its subsidiaries, and of the consolidated financial statements. 8.3 Additional fees In addition, for the year 2021, Deloitte rendered tax and compliance related services for a total of CHF 0.6 m illion. 8.4 Informational instruments pertaining to the external audit The external auditor presents the outcome of the audit directly to the Audit Committee after the end of each reporting year. The Audit Committee conducts an assessment of the audit services provided by Deloitte during its regular meetings to evaluate the performance of Deloitte as external auditors. Corporate governance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 20 Givaudan — 2021 Governance, Compensation and Financial Report