Chr Hansen A/S : AGM 2021 Minutes

Minutes of the Annual General Meeting held on Wednesday, November 24, 2021

On Wednesday, November 24, 2021, at 4.00 p.m. CET, the Annual General Meeting was held in Chr. Hansen Holding A/S, CVR no. 28 31 86 77, at Søhuset Konferencecenter, Venlighedsvej 10, 2970 Hørsholm, Denmark.

The agenda of the Annual General Meeting included the following items:

1. Report on the Company's activities
2. Approval of the 2020/21 Annual Report
3. Resolution on the appropriation of profit
4. Presentation of the Company's 2020/21 Remuneration Report for an advisory vote
5. Resolution on remuneration of members of the Board of Directors
6. Proposals from the Board of Directors:
   6a. Approval of indemnification arrangements and related amendment of the Remunera- tion Policy
7. Election of members to the Board of Directors
   7a. Election of a chair of the Board of Directors
   7b. Election of other members to the Board of Directors
8. Election of a Company auditor
   8a. Re-election of PwC Statsautoriseret Revisionspartnerselskab
9. Authorisation of the chair of the Annual General Meeting

The Chair of the Board of Directors, Dominique Reiniche, welcomed the shareholders and announced that in accordance with Article 6.11 of the Articles of Association, the Board of Directors had appointed Anders Ørjan Jensen, attorney-at-law, as Chair of the Annual General Meeting.

The Chair of the meetingthanked the Board of Directors for the appointment and concluded that the Annual General Meeting had been legally convened and was able to transact the business on all items on the agenda. The Chair of the meeting noted that the Annual General Meeting would be held in English in accordance the Articles of Association and that simultaneous interpretation into Danish was available.

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The Chair of the meetingproceeded to inform the Annual General Meeting that all proposals on the agenda could be adopted by a simple majority of votes. In addition, it was noted that the Annual General Meeting would be transmitted live via webcast on the Company's website.

At the Annual General Meeting, a total nominal value of DKK 843,040,650 shares were repre- sented, corresponding to 63.99% of the Company's voting share capital.

In line with previous years, the Chair of the meeting resolved that the initial items 1-4 on the agenda would be presented in conjunction.

Re items 1-4 on the agenda

The Chair of the Board of Directors, Dominique Reiniche, presented the Board of Directors' report as well as the Annual Report for the financial year 2020/21. The Chair addressed, among other topics, sustainability and ESG as well as diversity and tax reporting. Subsequently, the Company's CEO, Mauricio Graber, presented certain strategic highlights from the past financial year, including the Company's new lighthouses HMO and fermented plant bases. Lastly, the Chair of the Board of Directorsdelivered some remarks regarding the Board's composition and the annual Board evalu- ation.

The Chair of the meetingenquired whether there were any comments to the report and the proposals made under items 1-4 of the agenda.

Claus Berner Møller, ATP, noted that Chr. Hansen had experienced some difficult years regarding volume mix growth. Mr. Berner Møller, however, was pleased to see how fast Chr. Hansen made some changes by divesting Natural Colors and making three acquisitions. Mr. Berner Møller further mentioned that the Company hopefully would experience greater volume mix growth in the coming years and that its high activity in product launches already was an indication of this.

In respect of ESG, Mr. Berner Møller emphasised that Chr. Hansen is a leading company and highlighted a number of examples of this, including the Company's investment in a large solar plant, its sustainability target, and the fact that the Company has joined the Science Based Target initiative. On the topic of biodiversity, Mr. Berner Møller had the following question: Has Chr. Hansen assessed how the Company is either dependent on or has a negative impact on biodiversity?

Lastly, Mr. Berner Møller expressed his satisfaction with the Company's adoption of country-by- country tax reporting.

The Chair of the Board of Directorsthanked Claus Berner Møller for his assessment of Chr. Hansen and noted that the Board was fully aligned with his description of the necessary steps for the Company in the coming years. Further, the Chair expressed appreciation for Mr. Berner Møller's acknowledgment of the Company's progress in ESG areas.

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To the question on biodiversity, the Chair explained that Chr. Hansen is closely following all discussions on biodiversity and is aware that it is a critical topic for future generations. The Company's public affairs team is closely engaged in the EU Commission's work on the biodiversity strategy for 2030. At this point, Chr. Hansen has not formulated a biodiversity strategy. However, the Chair noted that Chr. Hansen is already doing a number of things that contributes to preserving biodi- versity. In this regard, the Chair highlighted the Company's microbial natural solutions, which may lower the use of chemicals, the Company's climate program and the fact that Chr. Hansen requires that its suppliers take measures to preserve biodiversity. In addition, the Chair mentioned that 82% of Chr. Hansen's revenue the past financial year contributed to the UN sustainability goals. Lastly, the Chair stressed that one of the Company's big focus areas in the next year is to work on supplier engagement with a specific emphasis on biodiversity.

Anders Schelde, AkademikerPension and LD Fonde, was given the floor. Mr. Schelde mentioned that 2021 had been a difficult year for the Company but stressed his conviction that Chr. Hansen's innovative solutions over time would create the basis for a stronger and healthier society.

Mr. Schelde praised the Board for following up on AkademikerPension's and LD Fonde's proposals from last year's Annual General Meeting on tax and climate reporting. Following the adoption of the proposal on tax reporting at last year's Annual General Meeting, Mr. Schelde mentioned that it had now been stated in the Annual Report that the Board of Directors will commence tax reporting in accordance with the GRI:207 standard in the next Annual Report. In addition, the Com- pany's tax policy had been updated with a stronger emphasis on transparency. Thus, Mr. Schelde stressed that the Company's efforts were very solid in this area and will strengthen shareholder trust.

With regards to the second proposal on climate reporting, Mr. Schelde noted that it had not received the Board's support at least year's Annual General Meeting and was not adopted. Against that background, Mr. Schelde emphasized that it was positive to see that it had been stated in this year's Annual Report that the Company would implement TCFD reporting in 2022. According to Mr. Schelde, the Company had also done an impressive piece of work by not only analyzing TCFD from a reporting perspective, but also by assessing TCFD broadly across the organization.

Lastly, Mr. Schelde mentioned the Company's Remuneration Report, and that he would like to see greater transparency regarding the comparison with peer groups and the use of KPI's. Therefore, AkademikerPension and LD Fonde had decided to vote against the Remuneration Report.

The Chair of the Board of Directors, Dominique Reiniche,thanked Mr. Schelde for his acknowledgement of Chr. Hansen's progress following last year's discussions on tax and climate reporting. In terms of the Remuneration Report, the Chair mentioned that the Company will be reviewing it every year and is listening to its stakeholders. The Chair explained also that in this year's report, the Company had already heightened the level of disclosure, e.g. by stating whether incentives are

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below, at or above target and with further details on sign on bonuses. However, the Chair stressed that Chr. Hansen will be looking to further enhance transparency.

Shareholder Bjørn Hansenraised a number of topics: (i) growth and dividends for the past five years, (ii) the composition of the Board of Directors, including the gender of the Chair and the future as to where the Chair is based, (iii) the late pay-out of dividends last year, (iv) the reason why various websites (Nordnet, Nordea etc.) contain different information on the debt ratio, or is missing information (e.g. the name and residence of the CEO), (v) the choice of divesting Natural Colors (vi) the accounting standards used by Chr. Hansen in its Annual Report and (vii) foreign shareholders that own more than 5% of the Company.

The Chair of the meetinggave the floor to the Chair of the Board of Directors, Dominique Reiniche,to reply to questions (ii) and (iii) raised by Bjørn Hansen.

To question (ii) regarding the Board's composition, the Chair mentioned that goals for the composition of the Board of Directors are set with a view to preserve the balance between both genders. The Chair also explained that she was pleased with there being several nationalities on the Board, and that the pandemic had shown that it was possible to work remotely. In relation to question (iii), the Chair mentioned that the decision to pay-out of dividends after the closing of the divestment of Natural Colors last year was completely in line with what was said at the Annual General Meeting in 2020.

Mauricio Graber, CEO, answered question (i) and highlighted that the Company's share price growth over the past five years had been 56%. On the topic of dividends, the CEO mentioned that the Company consistently had distributed cash to its shareholders in the form of ordinary and extraordinary dividends for the past five years. With regards to question (v) on the divestment on Natural Colors, the CEO noted that Natural Colors was divested because it did not have synergies with the Company's microbial platform, and it was essentially a separate business.

The CEO then answered question (iv) as he mentioned that Chr. Hansen every year publishes a fact sheet with relevant and current information on debt that external web sites would be able to use to ensure correct information. To question (vi) on accounting standards, the CEO noted that Chr. Hansen's reporting is in accordance with the international IFRS rules. Addressing question (iv), the CEO explained that his name and place of residence are public record.

To the last question (vii) on foreign ownership of the Company, the CEO noted that Danish shareholders own about 35% of Chr. Hansen's share capital. APG from the Netherlands was currently the only foreign shareholder holding more than 5% of the capital.

The Chair of the meetingproceeded to the formal adoption of the proposals under items 1-4 of the agenda.

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With regards to item 4 on the Remuneration Report, the Chair of the meeting noted that the report had been updated on November 19, 2021 (and re-uploaded to the Company's website) to correct a summation of otherwise correctly stated numbers on page 18. The correction was described in detail in the updated report's introduction.

The Chair of the meeting enquired whether there were any comments or objections to the proposals under items 1-4. As this was not the case, the Chair concluded that the Board of Directors' report on the Company's activities had been noted, and that the Annual Report for 2020/21 and the proposal to distribute an ordinary dividend of DKK 6.54 per share had been approved with the required majority. The Chair of the meeting further concluded that the Remuneration Report had been approved in the form of an advisory vote.

Re item 5 on the agenda

The Chair of the meetinginformed the Annual General Meeting that the Board of Directors had proposed an adjustment of the current base fee of DKK 400,000 of plus 5% resulting in the following remuneration level for the financial year 2021/22:

Members of the Board of Directors:	DKK 420,000
	(base fee)
Chair of the Board of Directors:	DKK 1,260,000
	(corresponding to 3 times the base fee)
Vice Chair of the Board of Directors:	DKK 840,000
	(corresponding to 2 times the base fee)

The Chair of the meetingnoted that the base fee of the Board of Directors was most recently adjusted in 2016, and that the proposed adjustments were based on a general remuneration review conducted by the Board of Directors, including a review and comparison against current remuneration levels of other listed companies.

In addition to the above fees, the Board of Directors had proposed to introduce fixed multipliers for committee fees based on the Board base fee corresponding to the current ratio between the Board base fee and committee fees. Thus, the Board of Directors had proposed that members of the Company's committees receive the following supplementary fees for the 2021/22 financial year:

Chair of the Audit Committee:	DKK 315,000
	(corresponding to 0.75 times the base fee)

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