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Executive Compensation for the 2020 Performance Year

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Executive Compensation for the 2020 Performance Year Letter from the Chair & Chief Executive Officer Dear Fellow Shareholder: I am pleased to invite you to attend the 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”) of International Flavors & Fragrances Inc. It will be held at 10:00 a.m. Eastern Time on May 5, 2021 virtually and you can attend by visiting www.virtualshareholdermeeting.com/IFF2021. Please see “What do I need to do to attend the virtual 2021 Annual Meeting” on page 101 for further instructions. Our Strategic Plan is Working At the beginning of my tenure as Chief Executive Officer in 2014, we set out to re-define IFF with the ambitious goals of invigorating and exciting significantly more customers, challenging the boundaries of our industry and creating a foundation for long-term value creation. 2020 was a pivotal year in this journey. Our recently completed merger with DuPont’s Nutrition & Bioscience business transformed IFF into a global leader in high-value ingredients and solutions for the global food, beverage, home and personal care and health and wellness markets. Throughout 2020, our team has worked relentlessly to align our business to realize the full potential of our new company while executing against our strategic pillars to establish IFF as our customers’ partner of choice, drive innovation across the portfolio, improve growth across key markets, leverage our expanded capabilities and portfolio across a broader customer base, build our talent and organization and continue our momentum in sustainability. IFF is now an approximately $35 billion market capitalization company, with an expected full year 2021 pro forma revenue of approximately $11.5 billion and approximately $2.7 billion of pro forma adjusted EBITDA – more than doubling the position we held just one year ago.1 Through the careful execution of our strategy, we have created a global leader in taste, scent and nutrition. We now have an unmatched innovation platform and R&D capabilities and a broader set of ingredients solutions to offer a growing list of more than 45,000 customers. Importantly, our significantly refreshed Board of Directors and our experienced management team are laser-focused on continued flawless execution as we work to fully realize the full potential of our exciting new company. We have prepared throughout the course of the year by realigning our global organization into four divisions – Nourish, Scent, Health & Biosciences and Pharma Solutions – to successfully integrate our business with N&B, meet our synergy commitments, better serve our customers’ evolving needs and maximize long-term shareholder value. Key to Our Success We place our customers and consumers at the center of everything we do, and this guiding principle continued to drive our success in 2020. But none of this would have been possible without our front-line workers and dedicated employees around the globe who worked tirelessly throughout the year to ensure the continuity of our business, fuel the global supply chain and fulfill the needs of our 45,000 customers worldwide. Repeatedly throughout the COVID-19 pandemic, IFFers resiliently adapted, collaborated and innovated while managing supply chain disruptions and erratic customer demand to deliver for all IFF stakeholders. Our central vision – Be the partner for essential solutions – has guided our customer-centric strategy throughout 2020 and enabled us to consistently exceed expectations and fulfill the needs of our customers. Thanks to the dedication of our employees and our relentless focus on our customers, we believe IFF is positioned for continued long-term success. The new IFF will be a stronger partner to customers worldwide, better positioned to apply science and creativity to push past traditional industry boundaries, as well as to capitalize on sustained and emerging consumer trends and heightened customer demand for 1 The Company provides these pro forma numbers on a non-GAAP basis as it cannot predict certain elements which are included in reported GAAP results. integrated solutions and innovations. This positions us well to serve the most diverse customer base in the industry, comprised of global multinational champions, regional leaders, new and emerging brands and private labels alike. Looking ahead to 2021, we expect to build on the momentum generated in 2020 to drive continued innovation across our portfolio, including strong advancements in delivery systems, modulation and naturals, as well as seek new opportunities in emerging adjacencies. We will do this while doubling-down on our commitment to enhancing our best asset – our talent – as we continue to build our organization, define our operating model and focus on growth acceleration. Corporate Social Responsibility We strive to align environmental, social, and governance (“ESG”) issues to our purpose and values. Over the past few years, we have redefined the way we envision sustainability. Customers and consumers of our products want to know if the products they are purchasing are responsibly sourced and produced in an environmentally conscious manner. Our sustainability vision and strategy are designed to address these global trends, and we are committed to making progress happen at every opportunity. In 2020, we were named for the first time to the Dow Jones Sustainability Indices, a family of best-in-class benchmarks for investors who recognize that sustainable business practices are critical to generating long-term shareholder value. Your vote is important. I encourage you to review this Proxy Statement and the Company’s other communications to its shareholders carefully. Thank you for your support and interest in IFF. Sincerely, Andreas Fibig Chair and Chief Executive Officer Cautionary Statement Under The Private Securities Litigation Reform Act of 1995 This letter includes “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations regarding the combination with DuPont de Nemours, Inc.’s (“DuPont”) Nutrition & Biosciences business. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission (“SEC”) filings, including the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2021 and subsequent filings with the SEC. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on the Company’s business. Accordingly, the Company undertakes no obligation to publicly revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Notice of 2021 Annual Meeting of Shareholders Date and Time Virtual Meeting Wednesday, May 5, 2021 10:00 a.m. Eastern Daylight Time You can attend our virtual 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/IFF2021. Be sure to have the 16 digit Control Number we have Place provided to you to join the meeting. Our 2021 Annual Meeting live via the Internet. Please visit: meeting will start at 10:00 a.m. Eastern Daylight Time. www.virtualshareholdermeeting.com/IFF2021* Proxy Voting Items to be Voted On It is important that your shares be represented at the 2021 Annual Meeting, regardless of the number of shares you 1. Elect 13 members of the Board of Directors for a may hold. Whether or not you plan to attend, please vote one-year term expiring at the 2022 Annual using the Internet, by telephone or by mail, in each case by Meeting of Shareholders. following the instructions in our proxy statement. 2. Ratify the selection of PricewaterhouseCoopers Proxy Voting Methods LLP as our independent registered public accounting firm for the 2021 fiscal year. Telephone 3. Approve, on an advisory basis, the compensation of our named executive officers in 2020. 4. Approve our 2021 Stock Award and Incentive Plan. Internet 5. Transact such other business as may properly come before the 2021 Annual Meeting and any Mail adjournment or postponement of the 2021 Annual Meeting. Record Date Only shareholders of record as of the close of business on Important Notice Regarding the Availability of March 8, 2021 may vote at the 2021 Annual Meeting. Proxy Materials for the Annual Meeting of Shareholders to be held on May 5, 2021: Sincerely, Our Notice, Proxy Statement and 2021 Annual Report are available at www.proxyvote.com. TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY, WE ENCOURAGE YOU TO VOTE BY TELEPHONE OR INTERNET TODAY. Andreas Fibig We are making the Proxy Statement and the form of Chairman and Chief Executive Officer proxy first available on or about March 23, 2021. March 23, 2021 521 W. 57th Street New York, NY 10019 * As part of our effort to maintain a safe and healthy environment at our 2021 Annual Meeting for our employees and shareholders and after closely monitoring statements issued by the World Health Organization (who.int), the Centers for Disease Control and Prevention (cdc.gov) and the New York State Department of Health (health.ny.gov) regarding COVID-19, we will hold the 2021 Annual Meeting online at www.virtualshareholdermeeting.com/IFF2021, as permitted under the emergency order of New York State. Although we intend to hold our 2021 Annual Meeting virtually, in the event that New York State law does not allow virtual-only meetings at the time of our 2021 Annual Meeting, we will also hold an in-person meeting at the same date and time at our principal executive office at 521 W. 57th Street, New York, NY 10019 in addition to the virtual meeting.
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