29.01.2024 11:27:37 - dpa-AFX: GNW-Adhoc: The combination of Novozymes and Chr. Hansen is now successfully completed, creating Novonesis - a leading global biosolutions partner

Today, the proposed combination of the legacy companies Novozymes and Chr.
Hansen is successfully completed, establishing the company Novonesis. Novonesis
is a world-leading biosolutions partner for better business, healthier lives,
and a healthier planet. The combined company brings together 10,000 people
worldwide and an expertise that spans more than 30 different industries.
Novonesis is already assisting companies around the world in meeting both
business needs and the needs of the planet.
COPENHAGEN, Denmark - January 29, 2024. On December 12, 2022, Novozymes and Chr.
Hansen entered into an agreement to create a leading global biosolutions partner
through a statutory merger of the two companies. All regulatory approvals and
registrations are now in place and the proposed combination is successfully
completed following the final registration with the Danish Business Authority
today.
Ester Baiget, President and CEO of Novonesis, says:
  * We have successfully combined Novozymes and Chr. Hansen and today we come
    together as one leading global biosolutions partner. Novonesis combines our

joint strengths and the wonders of biology, and we are set to lead a new era
    of biosolutions. We will innovate and develop transformative biosolutions
    that improve the way we all produce, consume and live. And we have gathered
    the brightest minds and together with my 10,000 colleagues, we will unlock
    the limitless potential of biosolutions.

Cees de Jong, Chairman of Novonesis, adds:
* I am pleased to witness the realization of the Novozymes and Chr. Hansen
combination, creating a true global biosolutions leader. We will continue to
    create powerful biosolutions for our customers and partners based on our
    more than 100 years of innovation and application expertise. Together, we
    will serve as a growth partner to our customers; a value creator to our
    shareholders; and a company that has a significant, positive impact on
    society and the planet. Novonesis builds on a shared heritage of
    sustainability leadership and will keep leading the way.

The combination of Novozymes and Chr. Hansen will create a leading global
biosolutions partner with a broad biological toolbox and a diversified portfolio
in attractive markets. The combined group will have annual revenue of
approximately EUR 3.7 billion(1) with solid profitability and cash generation.
Half of the portfolio will focus on enabling healthier lives and producing
better foods. The other half will address reducing chemical use and targeting
climate neutral practices.
The combined group will operate a global network of R&D and application centers
as well as manufacturing sites and will employ around 10,000 talented and
purpose-driven employees who are inspired by the power of biosolutions.
+------------------------------------------------------------------------------+
| | | | |The name 'Novonesis' has origin in science's classical roots | | | | | |'Genesis' is Greek for 'origin' or 'beginning'. By choosing a word with a root|
|in Greek the name honors how ancient Greek thinkers (from Pythagoras to | |Aristotle) played a key role in the development of science as we know it | |today. | | | | | | | |'Novo' means new. The Novo name is globally associated with strong science | |capabilities, a purpose driven mindset, a Nordic heritage as well as a great | |societal contributor. These are all assets and values that are shared by the | |future combined company. | | | +------------------------------------------------------------------------------+
Financial ambitions as communicated on December 12, 2022
  * An expected organic revenue growth of 6-8% (CAGR) through 2025.(2)
  * An expected EBIT margin of 29% by 2025 excluding integration costs and PPA
    amortization.(3)
  * Annual revenue synergies are estimated at EUR 200 million with an EUR 80-90
    million EBIT impact achievable within four years of completion and an
    estimated EUR 80-90 million in cost synergies achievable within three years
    of completion.
  * Beyond 2025, the ambition is to continue to deliver accelerated sustainable
    growth from the underlying business coupled with new, and de-risked,
    innovation and growth opportunities.
  * EPS, excluding integration costs and PPA amortization, is expected to be
    mid-single digit percentage accretive in the third year of completion.
  * No additional debt is expected to be issued because of the transaction, and
    leverage at completion is expected to be 1.3-1.7x, which is also the
    expected future net debt level.
  * A continuation of historic shareholder dividend payout ratio of -50% is
    expected.

Sustainability ambitions as communicated on December 12, 2022
  * Emissions$1(4): Carbon neutrality by 2050; 75% reduction in absolute CO2
    emissions from operations (scopes 1+2) and 35% reduction in absolute CO2
    emissions from supply chain (scope 3) by 2030

* People(5): Minimum 45% women and 45% men across all professionals and senior management by 2030
Proforma numbers and communication of 2024 outlook
Proforma numbers for Novonesis including revenue, organic revenue growth, key financial numbers as well as 2024 outlook will be provided no later than March 31.
Capital Markets Day
Novonesis will host a Capital Markets Day in London on June 18, 2024. Focus will
be on the integration, synergies, financials, and the power of the combined
technology platform. Further details will be shared at a later stage.
Reporting structure and currency
Novonesis will be reporting in EUR. For the first and third quarters, trading
statements providing revenue and organic revenue growth will be released along
with any potential updates to the financial outlook.
Full consolidated financial statements including profitability for the two
divisions will be provided in future half and full-year earnings releases.
Revenue will be reported for two divisions. For each division, additional
revenue performance will be provided for the following sales areas:
Food & Health Biosolutions:
  * 'Food & Beverages' (Novozymes' Food & Beverage and Chr. Hansen's Food
    Cultures & Enzymes)
  * 'Human Health' (Novozymes' Human Health and Chr. Hansen's Human Health)

Planetary Health Biosolutions:
  * 'Agriculture, Energy & Tech' (Novozymes' Bioenergy, Agriculture & Animal
    Health/ Nutrition, Grain & Tech Processing and Chr. Hansen's Animal & Plant
    Health)
  * 'Household Care' (Novozymes' Household Care)

Board of Directors and the Executive Leadership Team
Novozymes expects to convene an extraordinary general meeting for the purpose of
electing new members to the board of directors and to seek approval of Novonesis
as a new secondary company name.
The board of directors will initially, in addition to the employee-elected board
members, consist of nine shareholder-elected board members to ensure a strong
integration of the two companies. It is anticipated that the following
individuals will be nominated for election to the board of directors of the
combined company at the extraordinary general meeting:
Proposed Board of Directors (excluding employee elected)
  * Cornelis (Cees) de Jong, as Chair (independent)
  * Jesper Brandgaard, as Vice Chair (independent)
  * Heine Dalsgaard (non-independent)
  * Sharon James (independent)
  * Kasim Kutay (non-independent)
  * Lise Kaae (independent)
  * Kevin Lane (independent)
  * Morten Otto Alexander Sommer (independent)
  * Kim Stratton (independent)

As announced on October 10, 2023, the following nine executives have been appointed to the future Executive Leadership Team:
Executive Leadership Team
  * Ester Baiget, CEO
  * Rainer Lehmann, CFO
  * Jacob Paulsen, EVP, Food & Beverage Biosolutions
  * Amy Byrick, EVP, Human Health Biosolutions
  * Tina Sejersgaard Fanø, EVP, Planetary Health Biosolutions
  * Claus Crone Fuglsang, Chief Scientific Officer
  * Anders Lund, Chief Operating Officer
  * Henrik Joerck Nielsen, EVP, Strategy & Integration
  * Morten Enggaard Rasmussen, EVP, People & Stakeholder Relations
  * Winnie Bügel, General Counsel - Legal (temporary role)

About Novonesis
Novonesis is a global company leading the era of biosolutions. By leveraging the
power of microbiology with science, we transform the way the world produces,
consumes, and lives. In more than 30 industries, our biosolutions are already
creating value for millions of consumers and benefitting the planet. Our 10,000
people worldwide work closely with our partners and customers to transform
business with biology.
Learn more on www.novonesis.com (http://www.novonesis.com)
For additional information on the transaction, please visit www.power-with- biology.com (http://www.power-with-biology.com)
 Media Relations                           Investor Relations
 Lina Danstrup                             Tobias Cornelius Björklund
 Head of External Communication            Head of Investor Relations
 Phone: +45 30 77 05 52                    Phone: +45 30 77 86 82
 lind@novonesis.com                        tobb@novonesis.com
 (mailto:lind@novonesis.com)               (mailto:tobb@novonesis.com)

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(1) Combined financials are based on Chr. Hansen's unaudited Q4 Interim report
2022/23 and Novozymes' unaudited interim reports for 9M 2023 and Q4 2022.
Novozymes figures have been converted from DKK to EUR using a single FX rate of
7.44 for purposes of translation only.
(2) Using 2023 as the base year. Expectation reflects each individual company's previously communicated targets adding synergies from the combination. Note that
all targets assume constant currencies, no additional acquisitions, no
divestments, no special items, a gradual normalization of the global economy.
(3) Estimated integration costs of EUR 250 million, of which approximately EUR
50 million would be capitalized, are expected through 2026. PPA is defined as
Purchase Price Allocation. The estimate reflects each individual company's
previously communicated targets adding synergies from the combination. Note that
all targets assume constant currencies, no additional acquisitions, no
divestments, no special items or other extraordinary effects, a gradual
normalization of the global economy.
(4) Non-financial ambition based on Novozymes' targets. Base year for CO2
emissions: Novozymes 2018, Chr. Hansen 2019/2020
(5) Non-financial ambition based on Novozymes' targets.
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Name WKN Börse Kurs Datum/Zeit Diff. Diff. % Geld Brief Erster Schluss
NOVONESIS A/S NAM. B DK 2 A1JP9Y Frankfurt 56,600 24.05.24 21:49:17 +0,020 +0,04% 0,000 0,000 56,520 56,600

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