DECLARATION OF COMPLIANCE

Our executive and supervisory boards identify with the aims of the German Corporate Governance Code, promoting responsible and transparent management and control, focused on sustainable growth of our equity value.

The executive and supervisory boards of Symrise AG follow the recommendations of the German Corporate Governance Code in its currently effective version.

Please find consecutively our current and previous compliance statements.

 

Declaration of Compliance December 2016 Pursuant to § 161 of Germany's Stock Corporation Act

Under § 161 of the Germany's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.

On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 6, 2016, pursuant to § 161 AktG. The declaration is worded as follows:

In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:

Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: May 5, 2015) published by the German Federal Ministry of Justice on June 12, 2015 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.

December 06, 2016

Supervisory Board and Executive Board
Symrise AG

Declaration of Compliance December 2015 Pursuant to § 161 of Germany's Stock Corporation Act

Under § 161 of the Germanay's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.

On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 03, 2015, pursuant to § 161 AktG. The declaration is worded as follows:

In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:

Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: May 05, 2015) published by the German Federal Ministry of Justice on June 12, 2015 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.

December 03, 2015

Supervisory Board and Executive Board
Symrise AG


Declaration of Compliance December 2014 Pursuant to § 161 of Germany's Stock Corporation Act

Under § 161 of the Germanay's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.

On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 04, 2014, pursuant to § 161 AktG. The declaration is worded as follows:

In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:

Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: June 24, 2014) published by the German Federal Ministry of Justice on September 30, 2014 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.

December 04, 2014

Supervisory Board and Executive Board
Symrise AG


Declaration of conformity December 2013 in accordance with section 161 of the Stock Corporation Act

In accordance with section 161 of the Stock Corporation Act, the management board and the supervisory board of a listed company have the obligation to declare once per year whether the German Corporate Governance Code, as applicable, has been complied with or which recommendations of the German Corporate Governance Code have not been applied.

Based on their deliberations, the management board and the supervisory board of Symrise AG made a new declaration of conformity in accordance with section 161 of the Stock Corporation Act on December 5, 2013. The declaration has the following wording:

“The management board and the supervisory board of Symrise AG declare in accordance with section 161 of the Stock Corporation Act:

With one exception, Symrise AG complies with all recommendations issued by the Government Commission of the German Corporate Governance Code in its version of June 10, 2013, published by the Federal Ministry of Justice in the official section of the Electronic Federal Gazette on May 13, 2013, as of today.

So far, regarding the employment contract of the chairman of the management board, the company has deviated from the 28th recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 13, 2013, published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 10, 2013 as follows: The commitments for payments in case of an early termination of the function as a member of the management board as a consequence of a change of control may exceed 150 % of the severance payment cap and amount to up to 250 % of the severance payment cap.

Effective as of today, the company will comply with the 28th recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code's current version of May 13, 2013 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 10, 2013.

December 05, 2013

Supervisory Board and Executive Board
Symrise AG


Declaration of compliance December 2012 in accordance with section 161 of the Stock Corporation Act

In accordance with section 161 of the Stock Corporation Act, the management board and the supervisory board of a listed company have the obligation to declare once per year whether the German Corporate Governance Code, as applicable, has been complied with or which recommendations of the German Corporate Governance Code have not been applied.

Based on the advice received, the management board and the supervisory board of Symrise AG made a new declaration of conformity in accordance with section 161 of the Stock Corporation Act on December 6, 2012. The declaration has the following wording:

“The management board and the supervisory board of Symrise AG declare in accordance with section 161 of the Stock Corporation Act:

With two exceptions, Symrise AG complies with all recommendations issued by the Government Commission of the German Corporate Governance Code in its version of May 15, 2012, published by the Federal Ministry of Justice in the official section of the Electronic Federal Gazette on June 15, 2012 and will do so in future with the following proviso:

1) Regarding the employment contract of the chairman of the management board and effective from November 1, 2012 to November 1, 2014, the company will deviate from the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 15, 2012, published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012 as follows:

The commitments for payments in case of an early termination of the function as a member of the management board as a consequence of a change of control may exceed 150 % of the severance payment cap and amount to up to 250 % of the severance payment cap between November 1, 2010 and November 1, 2014. Effective as of November 1, 2014, the company will comply with the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code's current version of May 15, 2012 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012.

The management board and the supervisory board are of the opinion that, should a member of the management board voluntarily commit him/herself to the company for the statutory maximum period of five years, the remuneration should be suitably guaranteed for such period of time, so that it is adequate in case of a specifically defined change of control in case of an acquisition. Thus, the company guarantees that the realization of the company's approved long-term strategy is ensured by a composition of the management board that is optimized for the situation.

2) Currently, the company deviates from the 71st recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 5.4.6, paragraph 2, clause 2 of the Code's current version of May 15, 2012 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012 as follows:

Currently, the performance-related remuneration the members of the supervisory board are to receive in accordance with section 14, paragraph 2 of the articles of association of Symrise AG is subject to the earnings per share. Thus, such performance-related compensation is not geared to a sustainable company development as provided for by the revised form of the Code since 15. June 2012.

The management board and the supervisory board intend to suggest to the annual general meeting of Symrise AG on May 14, 2013 to change the articles of association concerning the provisions regulating the remuneration of the supervisory board of Symrise AG so that - provided the annual general meeting agrees - once such change is entered in the commercial register, the remuneration of the supervisory board complies with the 71st recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 5.4.6, paragraph 2, clause 2 of the Code's current version of May 15, 2012 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012.

December 06, 2012

Supervisory Board and Executive Board
Symrise AG

                
Declaration of Compliance December 2011 Pursuant to § 161 of German’s Stock Corporation Act

In accordance with section 161 of the Stock Corporation Act, the Executive Board and the Supervisory Board of a listed company have the obligation to declare once per year whether the German Corporate Governance Code, as applicable, has been complied with or which recommendations of the German Corporate Governance Code have not been applied.

Based on their comprehensive consultations, the Executive Board and the Supervisory Board of Symrise AG made a new declaration of compliance in accordance with section 161 of the Stock Corporation Act on December 7, 2011. The declaration has the following wording:

The Executive Board and the Supervisory Board of Symrise AG declare in accordance with section 161 of the Stock Corporation Act:

Symrise AG has complied without exception with all recommendations issued by the Government Commission of the German Corporate Governance Code in its version of May 26, 2010, published by the Federal Ministry of Justice in the official section of the Electronic Federal Gazette on July 2, 1010 and will do so in future until the end of October 31, 2012.

Regarding the employment contract of the chairman of the Executive Board and effective from November 1, 2012 to October 31, 2014, the company will deviate from the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 26, 2010, published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on July 2, 2010 as follows:

The commitments for payments in case of an early termination of the function as a member of the Executive Board as a consequence of a change of control may exceed 150 % of the severance payment cap and amount to up to 250 % of the severance payment cap between November 1, 2012 and October 31, 2014. Effective as of November 1, 2014, the company will again comply with the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 26, 2010 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on July 2, 2010.

The Executive Board and the Supervisory Board are of the opinion that, should a member of the Executive Board voluntarily commit him/herself to the company for the statutory maximum period of five years, the remuneration should be suitably guaranteed for such period of time so that it is adequate in case of a specifically defined change of control in case of an acquisition. Thus, the company guarantees that the realization of the company's approved long-term strategy is ensured by a composition of the Executive Board that is optimized for the situation.

December 07, 2011

Supervisory Board and Executive Board
Symrise AG


Declaration of Compliance December 2010 Pursuant to § 161 of Germany's Stock Corporation Act


Under § 161 of the Germanay's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.

Wording of the declaration
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 14, 2010, pursuant to § 161 AktG. The declaration is worded as follows:

In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:

Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: May 26, 2010) published by the German Federal Ministry of Justice on July 2, 2010 in the official part of the electronic Federal Gazette (Bundesanzeiger) and will continue to do so in future.

December 14, 2010

Supervisory Board and Executive Board
Symrise AG


Declaration of Compliance March 2010 Pursuant to § 161 of Germany's Stock Corporation Act Introduction

Under § 161 of Germany's Stock Corporation Act (AktG – Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.

Wording of the declaration
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on March 2, 2010, pursuant to § 161 AktG. The declaration is worded as follows:

In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:

"Symrise has fully complied with the recommendations made by the Government Commission on the German Corporate Governance Code (version: June 18, 2009) published by the German Federal Ministry of Justice on August 5, 2009 in the official part of the electronic Federal Gazette (Bundesanzeiger) and will continue to do so in the future. Symrise has almost fully complied with the recommendations made by the Government Commission on the German Corporate Governance Code in the past. The two deviations to Section 3.8, Paragraph 2 (an agreement on an appropriate deductible of D&O insurance) and Section 5.1.2 Paragraph 2, Sentence 3 (an age limit for members of the Executive Board) of the German Corporate Governance Code (version: June 6, 2008) published by the German Federal Ministry of Justice on August 8, 2008, in the official part of the electronic Federal Gazette (Bundesanzeiger) have ceased to apply since January 1, 2010."

March 2, 2010

Supervisory Board and Executive Board
Symrise AG


Compliance statement according to section 161 stock corporation act in its version after BilMoG came into force

Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied and will comply in the future with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on August 8th 2008. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.

Justification of divergences:

The Executive Board and the Supervisory Board are of the opinion that the deductible of a D&O insurance, which does not strictly insure against financial losses, is not an adequate means of achieving the objectives of the Code. In any case, wilful neglect of duty is exempted from insurance coverage. Members of the Executive Board and the Supervisory Board could cover the deductibles with their own insurance policy, thereby negating the actual function of the deductible. In addition, unlike other forms of insurance, deductibles in the case of D&O insurance do not result in any reductions on premiums. The company, therefore, would have to pay the same price for less performance by the insurer.

No age limit was set for Executive Board members because the company should generally also have access to the expertise of experienced members. Exclusion based solely on age does not seem wise to the Executive Board and the Supervisory Board, since this could lead to a mere formality blocking an optimum Executive Board appointment.

June 22, 2009

Supervisory Board and Executive Board
Symrise AG


Compliance statement 2009 according to section 161 stock corporation act

Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied and will comply in the future with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on August 8th 2008. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.

February 25, 2009

Supervisory Board and Executive Board
Symrise AG


Compliance statement 2008 according to section 161 stock corporation act

Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied and will comply in the future with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on July 20th 2007. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.

February 29, 2008

Supervisory Board and Executive Board
Symrise AG


Compliance statement 2007 according to section 161 stock corporation act


Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on June 12th 2006. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.

March 28, 2007

Supervisory Board and Executive Board
Symrise AG

Symrise Shares (Xetra)

Contact

Tobias Erfurth
Head of Investor Relations

Phone: +49 (0) 5531 90 1879
E-mail: IR(at)symrise.com

Annika Stern
Phone: +49 (0) 5531 90 1547
E-mail: IR(at)symrise.com

Christian Haverkamp
Phone: +49 (0) 5531 90 1910
E-mail: IR(at)symrise.com

We are happy to answer your questions about the Symrise share and other capital market topics. Contacts for other topics can be found at the contact overview or at careers.

Please send any voting rights notifications by fax to:
+49 (0) 5531/90 48 678 (LegalAdvice(at)symrise.com)

The corporate headquarters in Holzminden can be reached at:
Telephone: +49 (0) 5531/90-0
E-mail: info(at)symrise.com