About IFF
At
IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF), were using Uncommon Sense to create what the world needs. As a collective of unconventional thinkers and creators, we put science and artistry to work to create unique and unexpected scents,
tastes, experiences and ingredients for the products our world craves. Learn more at iff.com, Twitter, Facebook, Instagram, and LinkedIn.
About DuPont
DuPont (NYSE:DD) is a global innovation leader with technology-based materials, ingredients and solutions that help transform industries and everyday
life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, health and wellness, food and worker
safety. More information can be found at http://www.dupont.com.
About DuPont Nutrition & Biosciences
DuPont 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. For more information: www.dupontnutritionandhealth.com or www.biosciences.dupont.com.
Additional Information and Where to Find It
This communication
is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended (the Securities Act). In connection with the proposed combination of Nutrition & Biosciences, Inc. (N&B), a wholly owned subsidiary of
DuPont, and IFF, which will immediately follow the proposed separation of N&B from DuPont (the proposed transaction), on May 7, 2020, IFF filed a registration statement on Form S-4 and
N&B filed a registration statement on Form S-4/S-1 each of which contains a prospectus. Each of IFF and N&B has amended its respective registration statements
and expects to file additional amendments to these filings before they become effective. In addition, on July 27, 2020, IFF filed a definitive proxy statement on Schedule 14A in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROSPECTUS, THE AMENDMENTS TO THESE FILINGS, THE DEFINITIVE PROXY STATEMENT, AND ANY SUPPLEMENTS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT IFF, N&B, MERGER SUB I, MERGER SUB II AND THE PROPOSED TRANSACTION. A definitive proxy statement was sent to shareholders of IFF seeking approval of the proposed transaction (which approval was subsequently received.) The
documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs website at www.sec.gov. Free copies of these documents, once available, and each of the companies other filings with
the SEC may also be obtained from the respective companies by contacting the investor relations department of DuPont or IFF.
Cautionary Note 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 proposed transaction, the
expected timetable for completing the proposed transaction, the benefits and synergies of the proposed 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 timing, completion and accounting and tax treatments of the proposed transaction,
(2) changes in relevant tax and other laws, (3) any failure to obtain necessary regulatory approvals, anticipated tax treatment or any required financing or to satisfy any of the other conditions to the proposed transaction, (4) 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, timing or pursuit of the proposed transaction, (5) risks and costs and pursuit and/or implementation of the separation of N&B, including timing anticipated to complete the separation, any changes to the configuration of
businesses included in the separation if implemented, (6) risks related to indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company (Historical EID) in connection with the distribution of Corteva Inc. on
June 1, 2019 (the Corteva Distribution), (7) potential liability arising from fraudulent conveyance and similar laws in connection with DuPonts distribution of Dow Inc. on April 1, 2019 and/or the Corteva Distributions
(the Previous Distributions), (8) 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, (9) uncertainty as to the long-term value of DuPont Common Stock, (10) potential inability or reduced access to the capital markets or increased cost
of borrowings, including as a result of a credit rating downgrade, (11) 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
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