FILED BY DUPONT DE NEMOURS, INC. PURSUANT
TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: DUPONT DE NEMOURS, INC. COMMISSION FILE NO. 001-38196
May 13, 2020 N&B and IFF Update:
Vision, Purpose, Operating Model & Executive Committee
Compelling Combination Integration
Planning Progress Collective Purpose & Vision Organizational Structure Executive Committee / Board of Directors Agenda
IFF AND DUPONT N&B COMBINATION
Creating a new global leader for innovative integrated solutions BROADENS CATEGORY EXPOSURE EXPANDS R&D CAPABILITIES & EXPERTISE DIFFERENTIATED INTEGRATED SOLUTIONS Expands breadth of capabilities #1 or #2 position across high-value
ingredients Best-in-class R&D and innovation capabilities Strongest industry pipeline with exceptional talent Stronger & broadest differentiated product offerings Improve speed-to-market & simplification for customers
Integration Planning Strong progress in
pre-integration phase; On-track with execution timeline POST CLOSE Q1 2021 SECOND HALF 2020 FIRST HALF 2020 Q4 2019 Agreement Signed Integration Management Office Formation Cleared U.S. Regulatory Process Initial Registration Statement Purpose,
Vision, Operating Model & Leadership IFF Shareholder Vote Permanent Debt Financing Anticipated Closing $7.3B Cash Payment to DuPont Revenue & Cost Synergy Capture Dec. 15, 2019 January 2020 March 2020 May 2020 May 2020 Sept. 2020 Post
Shareholder Vote Target Feb 1, 2021 At Close By End of Year 3 Key Activities Completed strategic assessment of the future combined company portfolio Joint cross functional integration program in place & operational Cleared U.S. antitrust process
& filed for Europe and China approvals Created ideation framework to identify, assess & prioritize synergy opportunities Announced Purpose & Vision of future combined company Defined operating model & made executive leadership
selections Integration Activities On-Track for Q1 2021 Close
It’s not just that we’re
talented scientists and creators, but that we’re passionate about using those talents to generate results for our customers, and for the world. We’re shaping the future of the industry, for the better. We need
both the rigor of scientific expertise, and the imagination of new possibilities, to create the best results. our purpose: applying science AND creativity for a better world It’s the ”why” that will drive everything
we do.
We’re more than a supplier.
Yes, we supply the ingredients, compounds, and solutions that our customers require, but we are also united in understanding and meeting the challenges of today as well as tomorrow. We create solutions based on
what’s essential for our customers. Unmatched innovation and leading-edge insight mean we’re already anticipating what will be essential to tomorrow’s consumers. our VISION: BE THE PARTNER FOR ESSENTIAL
SOLUTIONS It’s our strategy for future success.
Structuring For Accelerated Growth
Establishment of four divisions focused on end-market demand TASTE, FOOD & BEVERAGE SCENT HEALTH & BIOSCIENCES Flavors Savory Solutions Inclusions Functional Solutions Protein Solutions Emulsifiers & Sweeteners Food Protection Colors
PHARMA SOLUTIONS Scent Ingredients Cosmetic Actives Probiotics, Infant Nutrition, HMO** & Fibers Food Enzymes Cultures Home & Personal Care Animal Health & Nutrition Microbial Control Biorefineries Health Ingredients Pharma Excipients
Global Specialty Solutions Industrial ~$6.1 Billion* ~$2.0 Billion* ~$2.3 Billion* ~$0.8 Billion* * Based on 2019 sales on a combined pro forma basis ** Human Oligosaccharides
Looking after our people, embracing
diversity & inclusion Telling the story of IFF to all stakeholders Bringing our network together & digitizing our future Keeping us competitive, compliant & protected Planning what’s ahead & shaping how we get there Defining
what’s next via global innovation & sustainability Creating new opportunities in total product solutions Collaborating for best practices & standardization Driving best-in-class operations, safely and responsibly Preserving financial
strength & ensuring delivery of aspiration SUPPORTING Business Objectives Global centralized functions, focused on best-in-class expertise INTEGRATED SOLUTIONS COMMERCIAL EXCELLENCE GLOBAL OPERATIONS FINANCE RESEARCH & DEVELOPMENT HUMAN
RESOURCES IR & COMMS LEGAL STRATEGY* INFORMATION TECHNOLOGY TASTE, FOOD & BEVERAGE SCENT HEALTH & BIOSCIENCES PHARMA SOLUTIONS * Responsible for Financial, Planning & Analysis, dual reporting to CFO
RESEARCH & DEVELOPMENT Angela Naef
Amy Byrick Matthias Haeni TASTE, FOOD & BEVERAGE Executive COMMITTEE Highly qualified & diverse leaders with deep knowledge and expertise Simon Herriott HEALTH & BIOSCIENCES OPERATIONS Francisco Fortanet STRATEGY* Etienne Laurent
INFORMATION TECHNOLOGY Vic Verma IR & COMMUNICATIONS Michael DeVeau FINANCE Rustom Jilla HUMAN RESOURCES Susana Suarez INTEGRATED SOLUTIONS Gregory Yep Andreas Fibig CHAIRMAN & CEO Nicolas Mirzayantz SCENT Angela Strzelecki PHARMA SOLUTIONS
COMMERCIAL EXCELLENCE Greg Soutendijk LEGAL Jennifer Johnson * Responsible for Financial, Planning & Analysis, dual reporting to CFO
Board of Directors DESIGNees Beginning
to assemble a world-class board Carol Anthony (John) Davidson Independent Director Davidson is the former senior vice president, controller and chief accounting officer of Tyco International. He retired in 2012 following an eight year tenure at the
company. Davidson served as vice president, audit, risk and compliance for Dell Inc and earlier spent 16 years at Eastman Kodak where he led the company’s internal audit function. Davidson has served on numerous boards, including the board of
governors of the Financial Industry Regulatory Authority. Currently, he is the lead independent director for Legg Mason and a Board member of TE Connectivity. Breen is Executive Chairman and CEO of DuPont de Nemours, Inc. (“DuPont”),
formerly DowDuPont Inc. (“DowDuPont”), and has served as CEO and/or Executive Chair of DuPont since the merger of The Dow Chemical Company and E. I. du Pont de Nemours and Company (“EID”) on August 31, 2017, and of EID from
October 2015 until DowDuPont’s spin off of Corteva, Inc. on June 1, 2019. Prior to DuPont, Breen served as chairman, from July 2002 to March 2016, and CEO from July 2002 to September 2012, of Tyco International plc (“Tyco”). Breen
currently serves as a director of Comcast Corporation and a member of the advisory board of New Mountain Capital LLC, a private equity firm. Ed Breen Lead Director Dr. Heinzel is President, DuPont Nutrition & Biosciences and has led the segment
through as series of acquisitions and integrations since 2015. Heinzel joined DuPont in 2003 and held leadership positions in its Electronics & Communications business at the company. Prior to DuPont, Heinzel held leadership roles in the
telecommunications industry and worked with a leading international management consultancy. He holds a master degree in electrical engineering and business administration (Dipl.-Wirtschaftsing.) and a Ph.D. in business administration. Matthias
Heinzel Independent Director
Integration Planning Strong progress in
pre-integration phase; On-track with execution timeline POST CLOSE Q1 2021 SECOND HALF 2020 FIRST HALF 2020 Q4 2019 Agreement Signed Integration Management Office Formation Cleared U.S. Regulatory Process Initial Registration Statement Purpose,
Vision, Operating Model & Leadership IFF Shareholder Vote Permanent Debt Financing Anticipated Closing $7.3B Cash Payment to DuPont Revenue & Cost Synergy Capture Dec. 15, 2019 January 2020 March 2020 May 2020 May 2020 Sept. 2020 Post
Shareholder Vote Target Feb 1, 2021 At Close By End of Year 3 Key Activities Completed strategic assessment of the future combined company portfolio Joint cross functional integration program in place & operational Cleared U.S. antitrust process
& filed for Europe and China approvals Created ideation framework to identify, assess & prioritize synergy opportunities Announced Purpose & Vision of future combined company Defined operating model & made executive leadership
selections Integration Activities On-Track for Q1 2021 Close
SummarY Excited that we are
collectively creating a new global leader for innovative integrated solutions Congratulations to everyone working on integration planning, we are making significant advancements & are on-track Unveiled future combined company purpose &
vision that captures who we want to be & how we are going to do it Structuring for accelerated growth, with highly qualified & diverse leaders & board of directors Until transaction close, N&B and IFF remain independent businesses;
Each of us need to focus on our individual 2020 plans with our existing leadership teams in place
About IFF At IFF (NYSE:IFF) (Euronext
Paris:IFF) (TASE:IFF), we’re using Uncommon Sense to create what the world needs. As a collective of unconventional thinkers and creators, we put science and artistry to work to create unique and unexpected scents, tastes, experiences and
ingredients for the products our world craves. Learn more at iff.com, Twitter , Facebook, Instagram, and LinkedIn. About DuPont DuPont (NYSE:DD) is a global innovation leader with technology-based materials, ingredients
and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation,
construction, water, health and wellness, food and worker safety. More information can be found at www.dupont.com. About DuPont Nutrition & Biosciences DuPont Nutrition & Biosciences applies expert science to advance
market-driven, healthy and sustainable solutions for the food, beverage, dietary supplement and pharmaceutical industries. We also use cutting-edge biotechnology across a range of markets to advance bio-based solutions to meet the needs of
a growing population, while protecting our environment for future generations. We are innovative solvers who help our customers turn challenges into high-value business opportunities. For more information: www.dupontnutritionandhealth.com or
www.biosciences.dupont.com. Additional Information and Where to Find It This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the proposed combination
of Nutrition & Biosciences, Inc. (“N&B”), a wholly owned subsidiary of DuPont, and IFF, which will immediately follow the proposed separation of N&B from DuPont (the “proposed transaction”), IFF has filed a
registration statement on Form S-4 and N&B has filed a registration statement on Form S-4/S-1 on May 7, 2020, each of which contains a prospectus. In addition, on May 7, 2020, IFF filed a preliminary proxy statement on Schedule 14A in
connection with the proposed transaction. Each of IFF and N&B expects to file amendments to these filings before they become effective. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, PROSPECTUS, PROXY STATEMENT,
ANY AMENDMENTS TO THESE FILINGS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&B, MERGER SUB I, MERGER SUB II AND THE PROPOSED TRANSACTION. A definitive proxy statement
will be sent to shareholders of IFF seeking approval of the proposed transaction. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. Free
copies of these documents, once available, and each of the companies’ other filings with the SEC may also be obtained from the respective companies by contacting the investor relations department of DuPont or IFF.
Cautionary Note on Forward-Looking
Statements – 1 of 2 This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of
these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the proposed transaction, the expected timetable for completing the proposed transaction, the benefits and
synergies of the proposed transaction, future opportunities for the combined company and products, the benefits of the proposed organizational and operating model of the combined company and any other statements regarding DuPont’s, IFF’s
and N&B’s future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies,
competitions, and other expectations and targets for future periods. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but
are not limited to, (1) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction, (2) changes in relevant tax and other laws, (3) any failure to
obtain necessary regulatory approvals, approval of IFF’s shareholders, anticipated tax treatment or any required financing or to satisfy any of the other conditions to the proposed transaction, (4) the possibility that unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value, timing or pursuit
of the proposed transaction, (5) risks and costs and pursuit and/or implementation of the separation of N&B, including timing anticipated to complete the separation, any changes to the configuration of businesses included in the separation
if implemented, (6) risks related to indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company (“Historical EID”) in connection with the distribution of Corteva Inc. on June 1, 2019 (the
“Corteva Distribution”), (7) potential liability arising from fraudulent conveyance and similar laws in connection with DuPont’s distribution of Dow Inc. on April 1, 2019 and/or the Corteva Distributions (the “Previous
Distributions”), (8) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the Letter Agreement entered in connection with the Corteva Distribution,
related to the transfer of certain levels of assets and businesses, (9) uncertainty as to the long-term value of DuPont common stock, (10) potential inability or reduced access to the capital markets or increased cost of borrowings,
including as a result of a credit rating downgrade, (11) inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with the
accounting principles generally accepted in the United States of America and related standards, or on an adjusted basis, (12) the integration of IFF and its Frutarom business and/or N&B being more difficult, time consuming or costly than
expected, (13) the failure to achieve expected or targeted future financial and operating performance and results, (14) the possibility that IFF may be unable to achieve expected benefits, synergies and operating efficiencies in connection
with the proposed transaction within the expected time frames or at all or to successfully integrate Frutarom and N&B, (15) customer loss and business disruption being greater than expected following the proposed transaction, (16) the
impact of divestitures required as a condition to consummation of the proposed transaction as well as other conditional commitments, (17) legislative, regulatory and economic developments; (18) an increase or decrease in the anticipated
transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the effectiveness of any such changes)), (19) potential litigation relating to the proposed transaction that could be instituted
against DuPont, IFF or their respective directors, (20) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (21) negative effects of the announcement or
the consummation of the transaction on the market price of DuPont’s and/or IFF’s common stock, (22) risks relating to the value of the IFF shares to be issued in the transaction and uncertainty as to the long-term value of
IFF’s common stock, (23) the impact of the failure to comply with U.S. or foreign anti-corruption and anti-bribery laws and regulations, (24) the ability of N&B or IFF to retain and hire key personnel, (25) the risk that
N&B, as a newly formed entity that currently has no credit rating, will not have access to the capital markets on acceptable terms, (26) the risk that N&B and IFF will incur significant indebtedness in connection with the potential
transaction, and the degree to which IFF will be leveraged following completion of the potential transaction may materially and adversely affect its business, financial condition and results of operations, (27) the ability to obtain or
consummate financing or refinancing related to the transaction upon acceptable terms or at all, (28) that N&B may not achieve certain targeted cost and productivity improvements, which could adversely impact its results of operations and
financial condition, (29) the risk that natural disasters, public health issues, epidemics and pandemics, including the novel coronavirus (COVID-19), or the fear of such events, could provoke responses that cause delays in the anticipated
transaction timing or the completion of transactions related thereto, including, without limitation, as a result of any government or company imposed travel restrictions or the closure of government offices and resulting delays with respect to any
matters pending before such governmental authorities and
Cautionary Note on Forward-Looking
Statements – 2 of 2 (30) other risks to DuPont’s, N&B’s and IFF’s business, operations and results of operations including from: failure to develop and market new products and optimally manage product life cycles;
ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental
matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as
inflation, interest and currency exchange rates; changes in political conditions, including tariffs, trade disputes and retaliatory actions; impairment of goodwill or intangible assets; the availability of and fluctuations in the cost of energy and
raw materials; business or supply disruption, including in connection with the Previous Distributions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns, disasters, public health issues,
epidemics and pandemics, including COVID-19, or the fear of such events, and the inherent unpredictability, duration and severity of such events, which could result in a significant operational event for DuPont, N&B or IFF, adversely impact
demand or production; ability to discover, develop and protect new technologies and to protect and enforce DuPont’s, N&B’s or IFF’s intellectual property rights;, as well as management’s response to any of the
aforementioned factors. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the registration statement and proxy statement filed by IFF and the registration statement filed by N&B. While the
list of factors presented here is, and the list of factors presented in the registration statements filed by each of IFF or N&B in connection with the transaction are, considered representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Further lists and descriptions of risks and uncertainties can be found in IFF’s
annual report on Form 10-K for the year ended December 31, 2019, DuPont’s annual report on Form 10-K for the year ended December 31, 2019, and each of IFF’s and DuPont’s respective subsequent reports on
Form 10-Q, Form 10-K and Form 8-K, the contents of which are not incorporated by reference into, nor do they form part of, this announcement. Any other risks associated with the proposed transaction are more fully
discussed in the registration statements filed with the SEC. While the list of factors presented here is, and the list of factors presented in a registration statement of IFF or N&B would be, considered representative, no such list should be
considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material
adverse effect on IFF’s, DuPont’s or N&B’s consolidated financial condition, results of operations, credit rating or liquidity. None of IFF, DuPont nor N&B assumes any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Participants in the Solicitation This
communication is not a solicitation of a proxy from any investor or security holder. However, DuPont, IFF and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection
with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of DuPont may be found in its Annual Report on Form 10-K filed with the SEC on February 14, 2020 and its definitive proxy
statement filed with the SEC on April 9, 2020. Information about the directors and executive officers of IFF may be found in its definitive proxy statement filed with the SEC on March 24, 2020 and its preliminary proxy statement relating to the
proposed transaction filed with the SEC on May 7, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the
registration statements, prospectuses and proxy statement and other relevant materials to be filed with the SEC when they become available.
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