4.3 Rules in the Articles of Incorporation on the number of permitted activities pursuant to Art. 12 para. 1 point 1 OaEC Article 32 of the Articles of Incorporation of the Company permits the following external mandates for members of the Executive Committee: – Members of the Executive Committee may, subject to approval by the Board of Directors, hold up to two mandates in quoted or non-quoted companies. – the following mandates are not subject to these limitations: • mandates in companies which are controlled by the corporation • mandates held by order and on behalf of the corporation or any controlled company. No member of the Board of Directors or of the Executive Committee shall hold more than ten such mandates • mandates in associations, foundations, charitable organisations, trusts, employee welfare foundations and other comparable structures. No member of the Board of Directors or of the Executive Committee shall hold more than 15 such mandates. ‘Mandates’ mean mandates in the supreme governing body of a legal entity which is required to be registered in the Swiss commercial register or a corresponding foreign register. Mandates in different legal entities which are under joint control are deemed one mandate. DOWNLOAD www.givaudan.com ▸ Our company ▸ Corporate governance ▸ Rules and policies ▸ Articles of incorporation 4.4 Key elements of all management contracts between the issuer and companies (or natural persons) not belonging to the Group The Company has not entered into any management contracts with third parties that fall within the scope of Subsection 4.4 of the SIX Directive on Information Relating to Corporate Governance. 5. Compensation, shareholdings and loans In accordance with the Swiss Code of Obligations and the SIX Directive on Corporate Governance, Givaudan publishes the details of the remuneration of its Board of Directors and its Executive Committee in the Integrated Annual Report as well as the Compensation report and the Financial report. 6. Shareholders’ participation 6.1 Voting rights and representation restrictions 6.1.1 All voting rights restrictions; indication of any statutory group clauses and rules on granting exceptions, particularly in the case of institutional voting rights representatives At the Annual General Meeting of shareholders on 20 March 2014, the previously existing registration and voting rights restrictions were removed. Today, the Company has no limitations on voting rights for ordinary shareholders. For restrictions on nominee shareholders, see section 2.6.3. 6.1.3 Reasons for granting exceptions in the year under review Not applicable as the Company does not have any voting rights restrictions for ordinary shareholders. 6.1.4 Procedure and conditions for abolishing statutory voting rights restrictions Any change in the above rules requires a positive vote of the absolute majority of the share votes represented at a shareholders’ meeting, as prescribed by Swiss law. 6.1.5 Statutory rules on participation in the general meeting of shareholders if they differ from applicable legal provisions There are no deviations from the Swiss legal provisions. Any shareholder who, on the day determined by the Board of Directors, is registered as a shareholder with voting rights has the right to attend and to vote at the shareholders’ meeting. Each shareholder may be represented at the shareholders’ meeting by another shareholder who is authorised by a written proxy, by a legal representative or by the independent voting rights representative (‘independent proxy’) elected by the Annual General Meeting of shareholders. 6.1.6 Information on any rules which might be laid down in the Articles of Incorporation on the issue of instructions to the independent proxy, and any rules in the Articles of Incorporation on the electronic participation in the general meeting of shareholders Article 10 of the Articles of Incorporation of the Company states that the Board of Directors establishes the rules on shareholder participation and representation in the shareholders’ meeting, including the rules on proxies and voting instructions (by electronic means or otherwise). Corporate governance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 19 Givaudan — 2021 Governance, Compensation and Financial Report