Symrise : Invitation to the Annual General Meeting

I N V I T A T I O N T O T H E A N N U A L G E N E R A L M E E T I N G 2 0 2 4

Overview with information pursuant to Section 125 of the German Stock Corporation Act (AktG) in conjunction with Table 3 of the Implementing Regulation (EU) 2018 /2012

A. SPECIFICATION OF THE MESSAGE

BLOCKS D TO F

Further information on

participation in the shareholders' meeting (Block D) the agenda (Block E) and

the specification of the deadlines regarding the exercise of other shareholders rights (Block F)

can be found on the following website:

https://www.symrise.com/investors/annual-general-meeting

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Invitation to the Annual General Meeting

We invite our shareholders to the Annual General

Meeting­ to be held on Wednesday, May 15, 2024, at 10:00 a. m. CEST, at the Stadthalle Holzminden, ­Sollingstrasse 101, 37603 Holzminden, Germany. Doors open at 09:00 a. m. CEST.

Symrise AG

Mühlenfeldstrasse 1

37603 Holzminden, Germany

Securities Identification Number: SYM999

ISIN: DE000SYM9999

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Agenda

1. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE ­APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS WELL AS THE MANAGEMENT R E P ORT FOR SYMRISE AG AND THE SYMRISE GROUP FOR THE 2023 FISC AL YEAR AND THE REPORT OF THE SUPERVISORY BOARD ON THE 2023 FISCAL YEAR

The aforementioned documents, starting from the convening of the Annual General Meeting, will be available on the company's website at

www.symrise.com/investors/annual-general-meeting

and can be reviewed by shareholders during the Annual General Meeting.

They also include the remuneration report and the explanatory report on the disclosures pursuant to Section 289a and Section 315a of the German Commercial Code (HGB), the corporate governance statement (including corporate governance reporting) and the non- financial report pursuant to Sections 315b, 315c in conjunction with Sections 289c to 289e HGB.

The annual financial statements and consolidated financial statements prepared by the Executive Board for the 2023 fiscal year were approved by the Supervisory Board on February 29, 2024, in accordance with Section 172 sentence 1 of the German Stock Corporation Act (AktG). The annual financial statements are thereby approved. A resolution of the Annual General Meeting to adopt the annual financial statements or approve the consolidated financial statements in accordance with Section 173 AktG is therefore not required.

2 . APPROPRIATION OF THE ACCUMULATED PROFIT FOR THE 2023 FISCAL YEAR

Of the accumulated profit for the 2023 fiscal year, € 1.10 is to be distributed per no-par value share with dividend entitlement.

The Executive Board and the Supervisory Board therefore propose using the accumulated profit for the 2023 fiscal year totaling € 255,700,434.23 as follows:

As of the time convened, the company held no treasury shares. Should Symrise AG hold treasury shares at the time of the Annual General Meeting, the treasury shares will not be entitled to a dividend payment according to the provisions of the AktG. In such

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circumstances, while maintaining a dividend of € 1.10 per no-par value share with dividend entitlement, a correspondingly adjusted resolution proposal will be put to the vote.

In accordance with Section 58 (4) sentence 2 AktG, the entitlement to the dividend is due on the third business day following the resolution by the Annual General Meeting, i. e., on Tuesday, May 21, 2024.

1. RESOLUTION TO DISCHARGE THE MEMBERS OF THE EXECUTIVE BOARD FOR THE 2023 FISCAL YEAR
   The Executive Board and the Supervisory Board propose that the Executive Board members in office in the 2023 fiscal year be granted discharge for said fiscal year.
2. RESOLUTION TO DISCHARGE THE MEMBERS OF THE SUPERVISORY BOARD FOR THE 2023 FISCAL YEAR
   The Executive Board and the Supervisory Board propose that the Supervisory Board members in office in the 2023 fiscal year be granted discharge for said fiscal year.
3. RESOLUTION ON THE APPOINTMENT OF THE AUDITOR FOR THE FINANCIAL STATE- MENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2024 FISCAL YEAR, THE AUDITOR FOR THE SUSTAINABILITY REPORTING AS WELL AS THE AUDITOR FOR A POSSIBLE AUDIT REVIEW OF THE HALF-YEAR FINANCIAL REPORT FOR THE FIRST HALF OF THE 2024 FISCAL YEAR OR OTHER INTERIM FINANCIAL INFORMATION
   Upon recommendation of its Auditing Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hanover, be appointed auditor of the financial statements and consolidated financial statements for the 2024 fiscal year, as the auditor for the Sustainability Report and for a possible review of the con- densed financial statements and interim management report for the half-year financial report as of June 30, 2024, and for a possible review of additional interim financial informa- tion relating to 2024 or 2025 within the meaning of Section 115 (7) of the German Securities Trading Act (WpHG), provided that any such review is completed before the next Annual General Meeting.
   The Auditing Committee's recommendation was preceded by a selection procedure con- ducted in accordance with Article 16 (3) of Regulation (EU) No 537/2014 (EU Regulation on statutory auditors or audit firms). The Auditing Committee subsequently recommended PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hanover, and Ernst  & Young GmbH Co. KG, Wirtschaftsprüfungsgesellschaft, Hanover, to the Supervisory Board for the tendered audit engagement, stating the reasons for its decision, and expressed a duly justified preference for PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft­.

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The Auditing Committee has also stated in its recommendation that its recommendation is free from improper influence by third parties and that no restriction on its choice of a particular auditor or a particular audit firm within the meaning of Article 16 (6) of the EU Regulation on statutory auditors or audit firms has been imposed upon it.

The auditor of the Sustainability Report is to be elected in view of the new regulations on sustainability reporting, which the EU Directive on sustainability reporting (Directive (EU) 2022/2464, termed the Corporate Sustainability Reporting Directive) prescribes for com­ panies such as Symrise AG for the first time for the 2024 fiscal year. German lawmakers are obligated to transpose the Directive's requirements into national law by the beginning of July 2024.

6. RESOLUTION ON THE APPROVAL OF THE REMUNERATION REPORT

In accordance with Section 162 AktG, a remuneration report is to be prepared annually by the Executive Board and Supervisory Board and submitted to the Annual General Meeting for approval in accordance with Section 120a (4) AktG. In accordance with Section 162 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board have prepared a report on the remuneration granted and owed to the members of the Executive Board and Supervisory Board in the 2023 fiscal year. In accordance with Section 162 (3) of the German Stock Corporation Act (AktG), the remuneration report was examined by the auditors to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG had been made. In addition to the statutory requirements, the auditor also examined the content of the remuneration report. The report on the audit of the remuneration report is attached to the remuneration report.

The remuneration report is printed as Attachment I to this invitation following the agenda and is available from the time the Annual General Meeting is convened on our website at

www.symrise.com/investors/annual-general-meeting

The remuneration report will also be available for review by shareholders during the Annual General Meeting.

The Executive Board and the Supervisory Board propose that the remuneration report for the 2023 fiscal year, prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG), be approved.

7. RESOLUTION ON AMENDMENTS TO THE ARTICLES OF INCORPORATION TO ENABLE VIRTUAL ANNUAL GENERAL MEETINGS AND ON THE ARRANGEMENTS FOR THE PARTIC- IPATION OF SUPERVISORY BOARD MEMBERS

The German Act on the Introduction of Virtual Shareholders' Meetings at Stock Corporations and Amendment of Cooperative and Insolvency and Restructuring Regulations (Federal

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Law Gazette 2022 I, p. 1166) came into force on July 27, 2022. Pursuant to the newly introduced Section 118a of the German Stock Corporation Act (AktG), the articles of incorporation may allow for, or authorize the Executive Board to allow for, the Annual General Meeting to be held as a virtual meeting, i.e., without the shareholders or their authorized representatives being personally present at the venue where the meeting is held.

In anticipation of the expected new legal provisions, the shareholders of Symrise AG have already resolved at the Annual General Meeting 2021, subject to the lawmakers establishing the legal admissibility of virtual Annual General Meetings, to include such an authorization of the Executive Board in § 19 section 7 of the articles of incorporation, with said authorization having a limited term until June 30, 2024. The company has not exercised this authorization.

The virtual Annual General Meeting has been permanently enshrined in the German Stock Corporation Act under Section 118a AktG. Given that the existing authorization will soon expire, it is proposed that the authorization be renewed, with its term being limited to

a period of two years after entry of the amendment to the articles of incorporation in the company's commercial register.

In principle, the Executive Board would like to continue holding the company's Annual General Meetings as in-person meetings. However, the proposed authorization is intended by way of precaution as an anticipatory resolution to ensure that the Executive Board can respond to unforeseen or unusual developments in the interests of the company and hold a virtual Annual General Meeting if necessary.

In principle, the members of the Supervisory Board attend the Annual General Meeting in person. Pursuant to Section 118 (3) sentence 2 AktG, however, the articles of incorporation may specify certain cases in which Supervisory Board members may participate in the Annual General Meeting by means of audiovisual transmission. The articles of incorporation already contain such a provision in their § 19 Section 4. In order to enable the company's Supervisory Board to also participate in virtual Annual General Meetings in the future - if the Executive Board decides by way of exception to hold an Annual General Meeting in that form - in a legally secure manner by means of audiovisual transmission, the company's articles of incorporation are to be amended accordingly and, in addition, more flexible arrangements for participation by Supervisory Board members are to be defined.

The Executive Board and Supervisory Board propose to resolve the following:

1. § 19 section 7 of the articles of incorporation will be redrafted as follows:

"(7) The Executive Board shall be entitled - for a period of two years from the entry of the amendment to the articles of incorporation resolved by the General Assembly on May 15, 2024, relating to incorporation of this section 7 in the company's commercial register to allow for the General Assembly to be held without the shareholders or

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their proxies being personally present at the venue of the General Assembly (virtual General Assembly). § 15 section 1 sentence 1 of the articles of incorporation shall not apply in the event of a virtual General Assembly."

2. § 19 section 4 of the articles of incorporation will be redrafted as follows:

"(4) Participation of members of the Supervisory Board in the General Assembly can occur - in agreement with the Chairman of the Supervisory Board - via audiovisual transmission if the member of the Supervisory Board in question resides abroad or is impeded from attending the General Assembly in person due to his/her work commitments or for other reasons or if the General Assembly is held as a virtual General Assembly without the shareholders or their proxies being personally present at the venue of the General Assembly. The Chairman of the Supervisory Board will decide the manner in which this audiovisual transmission shall take place."

It is intended to put the proposed resolutions on agenda items 7.1 and 7.2 to separate votes.

8. RESOLUTION ON THE REMOVAL OF THE EXISTING AUTHORIZED CAPITAL AND THE CREATION OF A NEW AUTHORIZED CAPITAL WITH THE OPTION TO EXCLUDE SUBSCRIP- TION RIGHTS, AND AMENDMENT OF § 4 OF THE ARTICLES OF INCORPORATION

So that the company has adequate and flexible means of financing at all times, particularly given its international and in some cases very dynamic market and competitive environ- ment, the Executive Board and Supervisory Board propose to the Annual General Meeting that an authorized capital be created to an appropriate amount.

The authorized capital which was approved by the Annual General Meeting on May 22, 2019, under agenda item 6, and which has not been utilized to date, will exist until May 21, 2024.

In view of that and for the above-mentioned reasons, the Executive Board and Supervisory Board deem it appropriate to remove the authorized capital in accordance with § 4 section 5 of the articles of incorporation and to create a new authorized capital 2024 with the option to exclude subscription rights. The amount of the new authorized capital 2024 is to be € 55,000,000.00, corresponding to 55,000,000 no-par value shares or just under 40 % of the company's current share capital. The option to exclude subscription rights is limited to 10 %, including other authorizations to exclude subscription rights.

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Furthermore, it is ensured that, even if all subscription rights are safeguarded, the authorized capital 2024 will only be available to the extent that, also including new shares that may have to be issued from conditional capital, a total of no more than 55,000,000 new shares can be issued from authorized capital and conditional capital, corresponding to just under 40 % of the company's current share capital.

As in the past, the Executive Board and the Supervisory Board will carefully weigh up the interests the shareholders and of the company before a capital measure is implemented.

The report by the Executive Board on the authorization to exclude subscription rights is available from the time the Annual General Meeting is convened on our website at

www.symrise.com/investors/annual-general-meeting

It will also be available for review by shareholders during the Annual General Meeting.

The Executive Board and Supervisory Board propose to resolve:

1. Removal of the existing authorized capital
   The authorization of authorized capital passed under agenda item 6 by the Annual General Meeting on May 22, 2019, according to § 4 section 5 of the articles of incorporation will be removed.
2. Creation of a new authorized capital
   The Executive Board is authorized, with the consent of the Supervisory Board, to increase the share capital of the company until May 14, 2029, by up to € 55,000,000.00 through one or more issuances of new, no-par value bearer shares against contribution in cash and/or in kind (authorized capital 2024).
   If the share capital is increased, the shareholders shall be granted subscription rights in principle. The new shares may be underwritten by one or more financial institutions determined by the Executive Board with the obligation to offer such shares to the share- holders (indirect subscription right).
   The Executive Board is authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of shareholders for an amount of up to 10 % of the com- pany's current share capital, if such exclusion is in the best interests of the company, in particular in the following cases:

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1. In the case of capital increases in return for assets in kind to grant shares for the purpose of acquiring companies, parts of companies, share interests in companies or other assets (including receivables from the company or from third parties).
2. For the purpose of issuing a maximum number of 1,000,000 new shares to employees of the company and affiliated companies, within the constraints imposed by law.
3. Insofar as this is necessary in order to grant holders of warrants and convertible bonds issued by the company or its subsidiaries a right to subscribe for new shares to the extent that they would be entitled to such a right when exercising the war- rants or options or when meeting obligations arising from the warrants or options.
4. To exclude fractional amounts from subscription rights.
5. In the event of a capital increase against cash contribution, if, at the time of the final determination of the issue price by the Executive Board, the issue price of the new shares is not significantly lower - within the meaning of Section 203 (1) and
   (2) and Section 186 (3) sentence 4 AktG - than the market price of shares already traded on the stock exchange and the aggregate amount of the new shares for which subscription rights are excluded does not exceed 10 % of the share capital either at the time this authorization comes into force or at the time this authorization is exercised. This limit is to include shares which are or will be issued on the basis of bonds with warrants or convertible bonds, if the bonds are issued during the term of this authorization with shareholders' subscription rights excluded in corre- sponding application of Section 186 (3) sentence 4 AktG; furthermore, this limit is to include shares which are issued or sold during the term of this authorization in direct or corresponding application of Section 186 (3) sentence 4 AktG.

The Executive Board is authorized, with the consent of the Supervisory Board, to determine the further particulars of the capital increase and its implementation, including the scope of the rights vested in the shares and the conditions for the issuing of shares. The Supervisory Board is authorized to amend the wording of the articles of incorporation in accordance with the respective utilization of the authorized capital 2024 or after the expiry of the authorization period.

This authorization is restricted to the extent that, after the authorization has been exer- cised, the total shares issued under this authorized capital with the exclusion of subscription rights may not exceed 10 % of the share capital existing at the time the authorization comes into force or - if this amount is lower - of the share capital existing at the time the authorization is exercised. This 10 % limit is also to include treasury shares that are sold during the term of the above authorization with the exclusion of subscription

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