Listing Standards of the NYSE

Listing Standards of the New York Stock Exchange

Differences between Syngenta Corporate Governance Practices and the New York Stock Exchange (NYSE) Corporate Governance Standards for listed Companies

Companies listed on the New York Stock Exchange (NYSE) must comply with certain standards regarding Corporate Governance as codified in section 303A of the NYSE Listed Company Manual.

However, as permitted by this section 303A, listed companies that are foreign private issuers, such as Syngenta AG, are permitted to follow home country practice in lieu of the provisions applicable to US domestic companies, provided that any significant ways in which their Corporate Governance practices differ from NYSE Listing Standards are disclosed.

The following table provides an overview of the main differences between the NYSE Listing Standards and the practice at Syngenta:

Corporate Contacts

Media Office

Leandro Conti
Tel: +41 61 323 2323
Fax: +41 61 323 2424

Paul Minehart
Tel: +1 202 737 8913

Investor Relations

Jennifer Gough
Switzerland +41 61 323 5059
USA +1 202 737 6521

Corporate Responsibility

Shareholder Contacts

Shareholder Services
Syngenta AG
P.O. Box
CH-4002 Basel

Tel: +41 (0)61 323 2121
Fax: +41 (0)61 323 5461

NYSE Corporate Governance Standards (Rules) Practice at Syngenta

According to paragraph 8 of section 303A (Corporate Governance Standards) of the NYSE Listed Company Manual, shareholders must be given the opportunity to vote on all equity-based compensation plans and material revisions thereto (with limited exemptions).

Syngenta’s Articles of Incorporation specify the basic principles relating to performance-based compensation and the award or allocation of equity securities to members of the Board of Directors and the Executive Committee. Details of the compensation plans are disclosed in the annual Compensation Report.

The maximum total compensation for members of the Board of Directors and the Executive Committee is submitted for approval to the General Meeting of shareholders every year. However, the decisions on the elements and the structure of the performance-based compensation plans and any revisions thereto are made by Syngenta’s Compensation Committee.

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