On February 1, 2023, the Board of International Flavors & Fragrances Inc. accepted the resignation of Director Mr. Kare Schultz, effective February 1, 2023. Mr. Schultz advised the Company that his decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to the Company's operations, policies, practices or otherwise. The company entered into a Cooperation Agreement with Carl C. Icahn and the persons and entities listed therein (collectively, the “ Icahn Group”), pursuant to which the Company agreed to appoint Gary Hu (the “ Icahn Designee”) to the board of directors of the Company (the “Board”) to fill a vacancy, effective as of February 1, 2023.

In addition, the Company has agreed to include each of the Icahn Designee and Barry Bruno, a current member of the Board (the “ Independent Director” and, each, a “ Subject Director”) as part of the Company's slate of nominees (collectively, the “ 2023 Slate”) for election to the Board at the 2023 annual meeting of stockholders (the “ 2023 Annual Meeting”). In connection with his appointment to the Board, the Board determined that Mr. Hu qualifies as an independent director under the listing rules of the New York Stock Exchange. Under the terms of the Agreement, the Icahn Group agreed that it will not enter into any agreement with, or compensate, the Independent Director with respect to his role or service as a director of the Company.

In addition, the Icahn Group confirmed that Mr. Bruno is not associated with the Icahn Group. On the date of the Agreement, Mr. Hu was appointed to the Audit Committee of the Board and the Transaction Committee of the Board. Mr. Bruno currently serves as a member of the Audit Committee.

In addition, for so long as the Icahn Designee is a member of the Board, any Board consideration of appointment and employment of the Company's chief executive officer and chief financial officer, mergers, acquisitions of material assets, dispositions of material assets, or similar extraordinary transactions, and voting with respect thereto, will take place only at the full Board level or in committees at which the Icahn Designee is a member. Mr. Hu currently serves as a Portfolio Manager at Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., which is a diversified holding company engaged in a variety of businesses. Prior to joining Icahn Capital LP, he worked at Silver Point Capital LP, a credit-focused investment firm from 2012 to 2020, and Stockbridge Investors, the public securities affiliate of Berkshire Partners LLC from 2010 to 2012.

Mr. Hu has been serving as a board member of Bausch & Lomb and Dana Incorporated since 2022, and previously served on the boards of Occidental Petroleum Corporation and Cloudera Incorporated. On February 1, 2023, Mr. Dale F. Morrison, who is currently a director and Chair of the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) announced that he has tendered his resignation as a director and Chair of the Board, effective at the 2023 annual meeting of shareholders of the Company (the “2023 Annual Meeting”). Mr. Morrison advised the Company that his decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to the Company's operations, policies, practices or otherwise.

In connection with Mr. Morrison's resignation as Chair of the Board, the Company announced that Mr. Roger W. Ferguson has been appointed Chair of the Board, subject to his re-electionto the Board at the 2023 Annual Meeting. Mr. Ferguson will serve as Chair effective as of the 2023 Annual Meeting until such time as a new Chair is appointed by the Board.