Frutarom Industries Ltd. Annual Report 2011 TABLE OF CONTENTS SECTION A THE COMPANY’S BUSINESS AND ITS DEVELOPMENT SECTION B DIRECTORS' REPORT FOR THE PERIOD ENDING DECEMBER 31, 2011 SECTION C FINANCIAL REPORTS FOR THE PERIOD ENDING DECEMBER 31, 2011 SECTION D ADDITIONAL INFORMATION SECTION E REPORT ON THE EFFECTIVENESS OF THE INTERNAL CONTROLS ON THE FINANCIAL REPORTING AND DISCLOSURE FORWARD-LOOKING STATEMENTS This report includes forward-looking statements as that term is defined in the Securities Law - 1968. Forward looking statements include details, forecasts, estimations and other information relating to future events or circumstances which occurrence is not certain and which are not solely in Frutarom's control. These forward-looking statements can be identified, among others, by the use of terms such as, “believes”, “estimates”, “intends”, “expects”, “plans”, etc. Forward looking statements also includes discussions on strategy, plans, objectives, goals, projections, forecasts, future events and other matters. These forward-looking statements are based on estimations and assumptions made by Frutarom's management on the basis of information available to it at the time of publication, and expectations as to any future events, conditions, performance or other matters. By their nature, forward-looking statements are subject to various risks, uncertainties and other factors that could cause the actual results of Frutarom's activity, its financial state and the realization of its strategy to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economics; competition in the markets in which Frutarom operates; the ability of Frutarom to successfully identify future acquisitions and acquire additional companies and activities; the impact of laws, regulations and standards, especially in the areas of environment, health and safety; currency fluctuations; fluctuation in the prices of raw materials used by Frutarom for the manufacturing of its product and their availability and other factors details in Frutarom's annual reports. SECTION A DESCRIPTION OF THE COMPANY'S BUSINESS TABLE OF CONTENTS Chapter 1: The Company’s Business and its Development 1 1. The Group's Activity and Description of the Development of its Business…………….. 3 2. The Group's Fields of Operation…………………………………………..………..……. ….… 14 3. Investments in the Company's Capital and Transactions in its Shares…..………………. 16 4. Distribution of Dividends……………………………………………………………….………… 17 Chapter 2: Other Information 18 5. Financial Data Regarding the Company's Fields of Activity……………………………….. 18 6. Market Environment and Influence of External Factors on the Company's Activity…… 20 Chapter 3: Description of the Company’s Business by Fields of Activity 22 Flavors Market 23 7. Overview of the Flavors Market………………………………………................................ 23 8. Products and Services in the Flavors Segment………………………………………………. 28 9. Segmentation of the Income and Profitability of Products and Services……………….. 31 10. New Products……………………………………………………………………………………… 31 11. Customers………………………………………………………………………………………….. 31 12. Order Backlog…………………………………………………………………………………….. 31 13. Competition……………………………………………………………………………………….. 32 14. Production Capacity…………………………………………………………………………...... 32 Specially Fine Ingredients Market 33 15. Overview of the Fine Ingredients Market……………………………………………………… 33 16. Products and Services in the Fine Ingredients Segment……………………………………. 36 17. Segmentation of the Income and Profitability of Products and Services………………... 39 18. New Products………………………………………………………………………………………. 39 19. Customers…………………………………………………………………………………………… 40 20. Orders Backlog…………………………………………………………...……………………… 40 21. Competition………………………………………………………………………………………. 40 22. Production Capacity…………………………………………………………………………..... 41 23. Frutarom's Trade and Marketing Activity………………………………........................... 41 Chapter 4: Description of the Company’s Business: Matters Relating to the Group's 42 Overall Activity 24. Marketing and Distribution………………………………………………………………………… 42 25. Seasonality …………………………………………………………………………………………. 43 26. Fixed Assets, Facilities and Production Capacity……………………………………………..... 44 27. Research and Development …………………........................................................................ 48 28. Intangible Assets………………………………………………………….................................... 49 29. Human Resources…………………………………………………………………………………. 50 30. Raw Materials and Suppliers……………………………………………………........................ 55 31. Working Capital……………………………………………………………………………………. 56 32. Capital Expenditure/Investment ……………………………………………………………….... 57 33. Capital Resources/Financing…………………………………………………………………….. 58 34. Taxation……………………………………………………………………………………………… 59 35. Environmental Risks Management ……………………………………………………………… 59 36. Limitations and Supervision of the Company's Business………………….………………….. 63 37. Material Agreements and Cooperating Agreement ……………………………………………. 64 38. Litigation………………………………………………………………………………………......... 64 39. Goals and Business Strategy……………..………………………………................................. 64 40. Financial Data Regarding Geographic Regions …………………………………………......... 68 41. Risk Factors…………………………………………………………………………………………. 69 42. Details about the valuation of the Savory Activity in Germany ………………………………. 78 CHAPTER 1 – THE COMPANY'S BUSINESS AND DEVELOPMENT The following terms will have the meaning ascribed to them: "Abaco" Abaco Manufacturing LLC and Abaco Incorporated "Acatris" Acatris Specialties, Acatris Inc Holding BV. and Acatris Belgium NV "Adumim" Adumim Food Additives Limited “Aromco” Aromco Ltd. "Belmay" Belmay Limited "CH" Christian Hansen GmbH and Christian Hansen A/S "CH Italy" Christian Hansen ITALIA S.p/a East Anglian Food Ingredients Ltd. "EAFI" ETOL Tovarna arom in eteričnih olj d.d. "Etol" The financial reports of the company as of December 31, "Financial reports" 2011, attached as Chapter 3 to this report Emil Flachsmann AG "Flachsmann" "Flavor Systems" Flavor Systems International Inc. "FSI" Flavor Specialties Inc. "GDRs" Global Depositary Receipts "Gewurzmuller Group" Gewurzmuller GmbH and Blessing Biotech GmbH "IFF" International Flavors & Fragrances Inc. "Jupiter" Frutarom (UK) Ltd., which until January 31, 2012 was called Jupiter Flavors Limited "Mylner" Mylner Indústria E Comércio Ltda and its mother company, Vila Osório Participações s/a "Nesse" GewurzMühle Nesse GmbH and GewurzMühle Nesse Gebr. Krause GmbH "Oxford" Oxford Chemical Limited "Rad" Rad Natural Technologies Ltd. "Raychan" Raychan Be'erot Yitzhak Food Industries Ltd. "Rieber" Rieber & Son ASA "Savoury Flavours" Savoury Flavours (Holding) Limited and its subsidiaries "Share" Ordinary share par value NIS 1.00 of the Company Frutarom Industries Ltd. The "Company" Frutarom Industries Limited The "Group" or "Frutarom" Frutarom Industries Limited, including its affiliated companies The "Companies Law" The Companies Law, 1999 The "Ordinance" Income Tax Ordinance (New Version) The "Securities Law" The Securities Law, 1968 "US$" United States dollar All financial data in this report is in US dollars unless stated otherwise. 2 1. The Group's Activity and Description of its BusinessDevelopment General 1.1. Frutarom was incorporated in Israel in 1995 as a private company under the name Frutarom NewCo (1995) Ltd. In 1996 the Company changed its name to Frutarom Industries Ltd. 1.2. Frutarom Ltd., a wholly owned subsidiary of the Company through which the Company operates and manages its business and production activity, was established in 1933 as Frutarom Palestine Ltd. Frutarom's operations initially consisted of the cultivation of aromatic plants and flowers for the extraction and distillation of flavor and fine ingredients materials and essential oils. 1.3. In 1952, Frutarom's assets were purchased by Electrochemical Industries (1952) Ltd. 1.4. In May 1996, as part of the Company's spinoff from Electrochemical Industries (1952) Ltd., the Company's shares were listed for trade on the Tel Aviv Stock Exchange. 1.5. In February 2005, the Company raised capital from international and Israeli institutional investors by issuing shares and registering GDRs for trade on the London Stock Exchange Official List. The goal of raising capital was to finance future strategic acquisitions as part of Frutarom's rapid growth strategy, combining rapid internal growth of core activities at above-industry-average rates, with strategic acquisitions of activities and knowhow in Frutarom's main fields of activity and in strategic geographic locations. 1.6. Today, Frutarom is a global company, one of the ten leading companies in the world in the fields of flavors and specialty fine ingredients. It serves mainly the food, beverage, flavor, fragrance, pharmaceutical/nutraceutical, health and functional food, food additive and personal care industries. Frutarom is engaged in the development, production and marketing of flavors and specialty fine ingredients used in the production of food, beverages, flavor, fragrance, pharmaceutical/nutraceutical, personal care products among others. Frutarom operates production facilities in Europe, North America, Latin America, Israel and Asia that serve a customer base of over 14,000 in more than 130 countries. The Company markets and sells over 30,000 products and employs roughly 1,900 people. For additional information on the Company's growth strategy see section 39 of this report. 1.7. The