IFF to Merge with DuPont’s Nutrition & Biosciences Business

Creates New Global Integrated Solutions Leader Serving Consumer-Oriented Food &Beverage, Home & Personal Care and Health & Wellness End Markets

The Deal Values the Combined Company at $45.4 billion on an Enterprise Value Basis,Reflecting a Value of $26.2 billion for the N&B business with Combined Pro Forma 2019Revenue of more than $11 billion and $2.6 billion of EBITDA

Creates Significant Shareholder Value through Tax-Efficient Reverse Morris TrustStructure with Expected Cost Synergies of ~$300 million and Revenue Synergies ofAbout $400 million by End of Year Three Post Close

#1 or #2 Market Positions in High-Value Ingredients Categories and Best-in-Class R&DCapabilities

Andreas Fibig to Serve as Chairman and CEO and Ed Breen Will Become LeadIndependent Director; Combined Company Board to Consist of Directors from IFF andDuPont

IFF’s Largest Shareholder, at ~19% of Shares Outstanding, Has Agreed to Vote inFavor of the Transaction

Committed to Maintaining Investment Grade Balance Sheet and Expected to DeleverBelow 3.0x by Year Two Post Transaction Closing, While Maintaining IFF’s ExistingDividend Policy

NEW YORK and WILMINGTON, Del. – December 15, 2019 – IFF (NYSE: IFF)(Euronext Paris: IFF) (TASE: IFF) and DuPont (NYSE: DD) today announced that theyhave entered into a definitive agreement for the merger of IFF and DuPont’s Nutrition &Biosciences (N&B) business in a Reverse Morris Trust transaction. The deal values thecombined company at $45.4 billion on an enterprise value basis, reflecting a value of$26.2 billion for the N&B business based on IFF’s share price as of December 13, 2019.Under the terms of the agreement, which has been unanimously approved by bothBoards of Directors, DuPont shareholders will own 55.4% of the shares of the newcompany and existing IFF shareholders will own 44.6%. Upon completion of thetransaction, DuPont will receive a one-time $7.3 billion special cash payment, subject tocertain adjustments.

The combination of IFF and N&B creates a global leader in high-value ingredients andsolutions for global Food & Beverage, Home & Personal Care and Health & Wellnessmarkets, with estimated 2019 pro forma revenue of more than $11 billion and EBITDA of$2.6 billion, excluding synergies. The complementary portfolios will give the companyleadership positions across key Taste, Texture, Scent, Nutrition, Enzymes, Cultures,Soy Proteins and Probiotics categories. The combined company’s global reach andenhanced set of capabilities will enable the creation of innovative solutions to respond tocustomer demands and increasing consumer preferences for natural, healthier, and“better for you” products.

“The combination of IFF and N&B is a pivotal moment in our journey to lead our industryas an invaluable innovation and creative partner for our customers. Together, we willcreate a leading ingredients and solutions provider with a broader set of capabilities tomeet our customers’ evolving needs,” said IFF Chairman and CEO, Andreas Fibig.“With highly complementary portfolios, we will have global scale and leading positions inkey growth categories to capitalize on positive market trends, drive strong profitablegrowth for our shareholders and create opportunities for our employees. I have beenimpressed by N&B’s management team, which shares our culture and values, and welook forward to welcoming them to the IFF family.”

“DuPont and IFF share long and successful histories of customer-driven innovation andcultures of excellence, which is why I am confident that N&B will be well-positioned forits next phase of growth. I am pleased to join the Board of the combined organizationand remain involved in unlocking the potential of this new company,” said Ed Breen,Executive Chairman of DuPont. “We conducted a very thorough process leading us tothe selection of IFF as the preferred strategic partner for N&B. I am excited about thefuture of the new company and all the opportunities it has for long-term value creation.”

Strategic Rationale

The new company will be ideally equipped to deliver in-demand differentiated solutionsfor more natural, healthy products to an expanded customer base spanning both largemultinationals and fast-growing small and medium-sized customers.

• Best-in-Class Innovation Portfolio Creates Differentiated Offering andCompelling Value Proposition – The company will be an immediate leader in therapid consumer-driven industry evolution toward healthier, “better for you”products. With leading R&D and applications development capabilities and anexpanded customer base, the combined company is expected to significantlyincrease customer speed to market, create new efficiencies in productdevelopment and provide critical consumer insights for next-generationproducts.

• Leading Positions Across High-Value Added Ingredient Categories – Thecompany will have #1 or #2 positions across attractive Taste, Texture, Scent,Nutrition, Cultures, Enzymes, Soy Proteins and Probiotics categories.

• Highly Attractive Financial Profile – Shareholders will benefit from a highlyprofitable business with strong cash generation. The company expects togenerate attractive top-line growth and enhanced margins with further benefitfrom cost synergies and revenue growth opportunities. The combined companywill maintain IFF’s current dividend policy.

• Shared Culture and Vision, a Strategic Asset to Execution – IFF and N&B arecustomer-focused organizations with cultures that emphasize science andcreativity. The combined company will benefit from the best of bothorganizations’ experienced leaders and talented teams. Our sharedcommitment to sustainability, along with the combination of our complementarycapabilities, will allow us to positively shape the evolution of the industry.

“My team and I are excited about the opportunity to build the new company and create anew world-class leader. Our expertise together with IFF will best position us to addresscustomer needs and ultimately redefine our industry,” said N&B President, MatthiasHeinzel. “IFF’s innovation and customer-centric culture is remarkably similar to ours andwe look forward to working with them for a smooth integration of our two organizations.”

Governance and Management

Upon closing, the new company’s Board of Directors will consist of 13 directors: 7current IFF directors and 6 DuPont director appointees until the Annual Meeting in 2022,when there will be 6 directors from each company. Andreas Fibig will continue to be theChairman of the Board and an IFF appointee, he will also continue as Chief ExecutiveOfficer. The company will be headquartered in New York. DuPont Executive Chairman,Ed Breen, will join the board of the combined company as a DuPont appointee and willserve as Lead Independent Director starting June 1, 2021.

The new company will draw upon the best talent from both organizations. IFF and N&Bwill form an Integration Office composed of leaders from both companies.

Financial Benefits

The combined company will have a strong financial profile, including:

• Pro forma revenues of more than $11 billion based on fiscal year 2019estimated results• Adjusted EBITDA margin of ~23% pre-synergies and ~26% with run-rate costsynergies based on fiscal 2019 pro forma estimated results• Expected revenue growth rate in the mid-single digits over the long-term• Strong cash flow generation supporting an investment grade credit profile• Commitment to the continuation of IFF’s historical dividend policy

IFF expects to realize cost synergies of approximately $300 million on a run-rate basisby the end of the third year post-closing. These cost synergies will be driven byprocurement excellence, streamlining overhead and manufacturing efficiencies. Inaddition, the combined company’s target is to deliver more than $400 million in run-raterevenue synergies, which would result in more than $175 million of EBITDA, driven bycross-selling opportunities and leveraging the expanded capabilities across a broadercustomer base.

IFF is committed to maintaining an investment grade rating and plans to delever fromapproximately 4.0x at transaction close to below 3.0x by year two following closing.Following the close of the transaction, IFF expects that substantially all of the debt of thecombined company will be pari passu.

Guidance

IFF is affirming its existing 2019 full-year guidance. The company reconfirms its full-yearprojections for sales to be between $5.15 billion and $5.25 billion with adjusted EPS tobe between $4.85 and $5.05 and adjusted EPS excluding amortization to be between$6.15 and $6.35.

DuPont reconfirms its expectations for total annual revenue of approximately $21.5billion and an adjusted EPS1 range of $3.77 to $3.82. DuPont expects operatingEBITDA to be at the low end of the previously provided range, primarily driven bytemporary supply chain disruptions in Safety & Construction (S&C) and Electronics &Imaging (E&I).

Transaction Details

The combination will be executed through a Reverse Morris Trust transaction. Uponcompletion, DuPont shareholders will own 55.4% of the combined company and IFF’sshareholders will own 44.6%. In addition, at the time of completion, DuPont will receivea one-time $7.3 billion cash payment, subject to adjustment. The transaction is expectedto be tax-free to DuPont and its shareholders for U.S. federal income tax purposes.

Financing and Approvals

The transaction is subject to approval by IFF shareholders and other customary closingconditions, including regulatory approvals. As part of the transaction, IFF’s largestshareholder, Winder Investments, has agreed to vote in favor of the transaction. Theparties target closing the deal by the end of the first quarter of 2021. IFF and N&B haveobtained fully-committed debt financing from Morgan Stanley and Credit Suisse. Thecombined company is committed to maintaining an investment grade rating.

Advisors

Greenhill & Co. LLC and Morgan Stanley & Co. LLC are serving as IFF’s financialadvisors and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel. CreditSuisse Securities (USA) LLC and Evercore are serving as DuPont’s financial advisorsand Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.

Conference Call Details

The two companies will host a joint conference call on Monday, December 16, 2019, at7:30 am ET to discuss the announcement. The call will include a slide presentation andparticipants are encouraged to view the presentation via webcast atwww.strongerinnovationtogether.com/investors.

The conference call may also be accessed by dialing: (877) 830-2586 (Toll Free) or(785) 424-1734 (International) and using the Conference ID: 121619. A replay will beavailable for approximately 90 days and can be accessed by dialing: (800) 839-4199(Toll Free) or (402) 220-2989 (International).

Additional information about the combination of IFF and N&B can be found atwww.strongerinnovationtogether.com.

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About IFFAt IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF), we’re using Uncommon Sense tocreate what the world needs. As a collective of unconventional thinkers and creators, weput 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 DuPonthttps:DuPont (NYSE: DD) is a global innovation leader with technology-based materials,ingredients and solutions that help transform industries and everyday life. Ouremployees apply diverse science and expertise to help customers advance their bestideas and deliver essential innovations in key markets including electronics,transportation, construction, water, health and wellness, food and worker safety. Moreinformation can be found at www.dupont.com.

About DuPont Nutrition & BiosciencesDuPont Nutrition & Biosciences applies expert science to advance market-driven,healthy and sustainable solutions for the food, beverage, dietary supplement andpharmaceutical industries. We also use cutting-edge biotechnology across a range ofmarkets to advance bio-based solutions to meet the needs of a growing population,while protecting our environment for future generations. We are innovative solvers whohelp our customers turn challenges into high-value business opportunities. For moreinformation: 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 thesolicitation of an offer to sell or the solicitation of an offer to buy any securities or asolicitation of any vote of approval, nor shall there be any sale of securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful prior to registrationor qualification under the securities laws of any such jurisdiction. No offer of securitiesshall be made except by means of a prospectus meeting the requirements of Section 10of the Securities Act of 1933, as amended (the “Securities Act”). In connection with theproposed combination of Nutrition & Biosciences, Inc. (“N&Bco”), a wholly ownedsubsidiary of DuPont de Nemours, Inc. (“DuPont”), and International Flavors &Fragrances Inc. (“IFF”), which will immediately follow the proposed separation of N&Bcofrom DuPont (the “proposed transaction”), N&Bco, IFF, Neptune Merger Sub I Inc.(“Merger Sub I”) and Neptune Merger Sub II LLC (“Merger Sub II”) intend to file relevantmaterials with the SEC, including a registration statement on Form S-4 that will include aproxy statement/prospectus relating to the proposed transaction. In addition, N&Bcoexpects to file a registration statement in connection with its separation from DuPont.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATIONSTATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANTDOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAINIMPORTANT INFORMATION ABOUT IFF, N&BCO, MERGER SUB I, MERGER SUB IIAND THE PROPOSED TRANSACTION. A definitive proxy statement will be sent toshareholders of IFF seeking approval of the proposed transaction. The documentsrelating to the proposed transaction (when they are available) can be obtained free ofcharge from the SEC’s website at www.sec.gov. Free copies of these documents, onceavailable, and each of the companies’ other filings with the SEC may also be obtainedfrom the respective companies by contacting the investor relations department of DuPontor IFF at the following:

Cautionary Note on Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of thefederal securities laws, including Section 27A of the Securities Act, and Section 21E ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this context,forward-looking statements often address expected future business and financialperformance and financial condition, and often contain words such as “expect,”“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similarexpressions, and variations or negatives of these words. Forward-looking statements bytheir nature address matters that are, to different degrees, uncertain, such as statementsabout the proposed transaction, the expected timetable for completing the proposedtransaction, the benefits and synergies of the proposed transaction, future opportunitiesfor the combined company and products and any other statements regarding DuPont’s,IFF’s and N&Bco’s 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 expectationsand targets for future periods. There are several factors which could cause actual plansand results to differ materially from those expressed or implied in forward-lookingstatements. Such factors include, but are not limited to, (1) the parties’ ability to meetexpectations regarding the timing, completion and accounting and tax treatments of theproposed transaction, (2) changes in relevant tax and other laws, (3) any failure to obtainnecessary regulatory approvals, approval of IFF’s shareholders, anticipated tax treatmentor any required financing or to satisfy any of the other conditions to the proposedtransaction, (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 thatcould impact the value, timing or pursuit of the proposed transaction, (5) risks and costsand pursuit and/or implementation of the separation of N&Bco, including timinganticipated to complete the separation, any changes to the configuration of businessesincluded in the separation if implemented, (6) risks related to indemnification of certainlegacy liabilities of E. I. du Pont de Nemours and Company (“Historical EID”) in connectionwith the distribution of Corteva Inc. on June 1, 2019 (the “Corteva Distribution”), (7)potential liability arising from fraudulent conveyance and similar laws in connection withDuPont’s 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 underthe Letter Agreement entered in connection with the Corteva Distribution, related to thetransfer of certain levels of assets and businesses, (9) uncertainty as to the long-termvalue of DuPont common stock, (10) potential inability or reduced access to the capitalmarkets or increased cost of borrowings, including as a result of a credit ratingdowngrade, (11) inherent uncertainties involved in the estimates and judgments used inthe preparation of financial statements and the providing of estimates of financialmeasures, in accordance with the accounting principles generally accepted in the UnitedStates of America and related standards, or on an adjusted basis, (12) the integration ofIFF and its Frutarom business and/or N&Bco being more difficult, time consuming orcostly than expected, (13) the failure to achieve expected or targeted future financial andoperating performance and results, (14) the possibility that IFF may be unable to achieveexpected benefits, synergies and operating efficiencies in connection with the proposedtransaction within the expected time frames or at all or to successfully integrate Frutaromand N&Bco, (15) customer loss and business disruption being greater than expectedfollowing the proposed transaction, (16) the impact of divestitures required as a conditionto consummation of the proposed transaction as well as other conditional commitments,(17) legislative, regulatory and economic developments; (18) an increase or decrease inthe anticipated transaction taxes (including due to any changes to tax legislation and itsimpact on tax rates (and the timing of the effectiveness of any such changes)) to be paidin connection with the separation prior to the closing of the transactions could cause anadjustment to the exchange ratio, (19) potential litigation relating to the proposedtransaction that could be instituted against DuPont, IFF or their respective directors,(20) risks associated with third party contracts containing consent and/or other provisionsthat may be triggered by the proposed transaction, (21) negative effects of theannouncement or the consummation of the transaction on the market price of DuPont’sand/or IFF’s common stock, (22) risks relating to the value of the IFF shares to be issuedin the transaction and uncertainty as to the long-term value of IFF’s common stock,(23) risks relating to IFF’s ongoing investigations into improper payments made inFrutarom businesses principally operating in Russia and the Ukraine, including expensesincurred with respect to the investigations, the cost of any remedial measures orcompliance programs arising out of the investigations, legal proceedings or governmentinvestigations that may arise relating to the subject of IFF’s investigations, and theoutcome of any such legal or government investigations, such as the imposition of fines,penalties, orders, or injunctions, (24) the impact of the failure to comply with U.S. orforeign anti-corruption and anti-bribery laws and regulations, including with respect toIFF’s ongoing investigations into improper payments made in Frutarom businessesprincipally operating in Russia and the Ukraine, (25) the impact of the outcome of legalclaims, regulatory investigations and litigation, including any that may arise out of IFF’songoing investigations into improper payments made in Frutarom businesses principallyoperating in Russia and the Ukraine, (26) the ability of N&Bco or IFF to retain and hirekey personnel, (27) the risk that N&Bco, as a newly formed entity that currently has nocredit rating, will not have access to the capital markets on acceptable terms, (28) the riskthat N&Bco and IFF will incur significant indebtedness in connection with the potentialtransaction, and the degree to which IFF will be leveraged following completion of thepotential transaction may materially and adversely affect its business, financial conditionand results of operations, (29) the ability to obtain or consummate financing or refinancingrelated to the transaction upon acceptable terms or at all, and (30) other risks to DuPont’s,N&Bco’s and IFF’s business, operations and results of operations including from: failureto develop and market new products and optimally manage product life cycles; ability,cost and impact on business operations, including the supply chain, of responding tochanges in market acceptance, rules, regulations and policies and failure to respond tosuch changes; outcome of significant litigation, environmental matters and othercommitments and contingencies; failure to appropriately manage process safety andproduct stewardship issues; global economic and capital market conditions, including thecontinued availability of capital and financing, as well as inflation, interest and currencyexchange rates; changes in political conditions, including tariffs, trade disputes andretaliatory actions; impairment of goodwill or intangible assets; the availability of andfluctuations in the cost of energy and raw materials; business or supply disruption,including in connection with the Previous Distributions; security threats, such as acts ofsabotage, terrorism or war, natural disasters and weather events and patterns which couldresult in a significant operational event for DuPont, N&Bco or IFF, adversely impactdemand or production; ability to discover, develop and protect new technologies and toprotect and enforce DuPont’s, N&Bco’s or IFF’s intellectual property rights;unpredictability and severity of catastrophic events, including, but not limited to, acts ofterrorism or outbreak of war or hostilities, as well as management’s response to any ofthe aforementioned factors. These risks, as well as other risks associated with theproposed merger, will be more fully discussed in the registration statement and mergerproxy on Form S-4 to be filed by IFF and the registration statement on Form 10 to be filedby N&Bco. While the list of factors presented here is, and the list of factors to be presentedin any registration statement filed in connection with the transaction are, consideredrepresentative, no such list should be considered to be a complete statement of allpotential risks and uncertainties. Unlisted factors may present significant additionalobstacles to the realization of forward looking statements. Further lists and descriptionsof risks and uncertainties can be found in each of IFF’s and DuPont’s Form 10-Q for theperiod ended September 30, 2019 and each of IFF’s and DuPont’s respective subsequentreports on Form 10-Q, Form 10-K and Form 8-K, the contents of which are notincorporated by reference into, nor do they form part of, this announcement. Any otherrisks associated with the proposed transaction will be more fully discussed in anyregistration statement filed with the SEC. While the list of factors presented here is, andthe list of factors that may be presented in a registration statement of IFF or N&Bco wouldbe, considered representative, no such list should be considered to be a completestatement of all potential risks and uncertainties. Unlisted factors may present significantadditional obstacles to the realization of forward looking statements. Consequences ofmaterial differences in results as compared with those anticipated in the forward-lookingstatements could include, among other things, business disruption, operational problems,financial loss, legal liability to third parties and similar risks, any of which could have amaterial adverse effect on IFF’s, DuPont’s or N&Bco’s consolidated financial condition,results of operations, credit rating or liquidity. None of IFF, DuPont nor N&Bco assumesany obligation to publicly provide revisions or updates to any forward-looking statements,whether as a result of new information, future developments or otherwise, shouldcircumstances change, except as otherwise required by securities and other applicablelaws.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any investor or security holder.However, DuPont, IFF and certain of their respective directors and executive officersmay be deemed to be participants in the solicitation of proxies in connection with theproposed transaction under the rules of the SEC. Information about the directors andexecutive officers of DuPont may be found in its Annual Report on Form 10-K filed withthe SEC on February 11, 2019 and its definitive proxy statement filed with the SEC onMay 1, 2019. Information about the directors and executive officers of IFF may be foundin its definitive proxy statement filed with the SEC on March 18, 2019. Other informationregarding the participants in the proxy solicitation and a description of their direct andindirect interests, by security holdings or otherwise, will be contained in the registrationstatements, prospectuses and proxy statement and other relevant materials to be filedwith the SEC when they become available.