About Nutrition & Biosciences
Nutrition & Biosciences applies expert science to advance market-driven, healthy and sustainable solutions for the food, beverage, dietary supplement
and pharmaceutical industries. We also use cutting-edge biotechnology across a range of markets to advance bio-based solutions to meet the needs of a growing population, while protecting our environment for
future generations. We are innovative solvers who help our customers turn challenges into high-value business opportunities.
Cautionary Notes on
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws,
including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). In this context, forward-looking statements often address expected future business and
financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will,
would, target, similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the transaction,
the benefits and synergies of the transaction, future opportunities for the combined company and products, the benefits of the proposed organizational and operating model of the combined company and any other statements regarding DuPonts,
IFFs and N&Bs future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies,
competitions, and other expectations and targets for future periods. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but
are not limited to, (1) the parties ability to meet expectations regarding the accounting and tax treatments of the transaction, (2) changes in relevant tax and other laws, (3) the possibility that unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value of the transaction, (4) risks and
costs related to the distribution of Corteva Inc. on June 1, 2019 (the Corteva Distribution) and the distribution of Dow Inc. on April 1, 2019 (the Dow Distribution and together with the Corteva Distribution the
Previous Distributions) including indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company (Historical EID), a subsidiary of Corteva, in connection with the Corteva Distribution and potential
liability arising from fraudulent conveyance and similar laws in connection with the Previous Distributions, (5) risks and costs related to the performance under and impact of the cost sharing arrangement by and between DuPont, Corteva, Inc.
and The Chemours Company related to future eligible PFAS liabilities, (6) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the Letter Agreement
entered in connection with the Corteva Distribution, related to the transfer of certain levels of assets and businesses, (7) uncertainty as to the long-term value of DuPont common stock, (8) potential inability or reduced access to the
capital markets or increased cost of borrowings, including as a result of a credit rating downgrade, (9) inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of
estimates of financial measures, in accordance with the accounting principles generally accepted in the United States of America and related standards, or on an adjusted basis, (10) the integration of IFF and its Frutarom business and/or
N&B being more difficult, time consuming or costly than expected, (11) the failure to achieve expected or targeted future financial and operating performance and results, (12) the possibility that IFF may be unable to achieve expected
benefits, synergies and operating efficiencies in connection with the transaction within the expected time frames or at all or to successfully integrate Frutarom and N&B, (13) customer loss and business disruption being greater than
expected following the transaction, (14) legislative, regulatory and economic developments; (15) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and
the timing of the effectiveness of any such changes)), (16) potential litigation relating to the transaction that could be instituted against DuPont, IFF or their respective directors, (17) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by the transaction, (18) negative effects of the consummation of the transaction on the market price of DuPonts and/or IFFs common stock, (19) risks relating to
the value of the IFF shares to be issued in the transaction and uncertainty as to the long-term value of IFFs common stock, (20) the impact of the failure to comply with U.S. or foreign anti-corruption and anti-bribery laws and
regulations, (21) the ability of N&B or IFF to retain and hire key personnel, (26) the risk that N&B and IFF will incur significant indebtedness in connection with the transaction, and the degree to which IFF will be leveraged
following completion of the transaction may materially and adversely affect its business, financial condition and results of operations, (23) that N&B may not achieve certain targeted cost and productivity improvements, which could
adversely impact its results of operations and financial condition, and (24) other risks to DuPonts, N&Bs and IFFs business, operations and results of operations including from: failure to develop and market new products
and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of
significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability
of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including tariffs, trade disputes and retaliatory actions; impairment of goodwill or intangible assets; the availability of and
fluctuations in the cost of energy and raw materials; business or supply disruption, including in connection with the Previous Distributions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and
patterns, disasters, public health issues, epidemics and pandemics, including COVID-19, or the fear of such events, and the
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