IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offer to Purchase (the “Offer to Purchase”), whether received by e-mail or otherwise received as a result of electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Offer to Purchase. By accepting the e-mail to which this disclaimer and the Offer to Purchase was attached and by accessing, reading or making any use of the Offer to Purchase, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Syngenta Finance N.V., a public company with limited liability under the laws of the Netherlands (the “Company”), BofA Securities Europe SA and Goldman Sachs Bank Europe SE (the “Dealer Managers”) or D.F. King (the “Tender and Information Agent”) as a result of such access.

Confirmation of your representations: You have been sent the Offer to Purchase at your request and, by accepting the e-mail to which the Offer to Purchase was attached and accessing the Offer to Purchase, you shall be deemed to have represented to the Company, the Dealer Managers and their affiliates and the Tender and Information Agent that:

(i)    you are a Holder or a beneficial owner of Securities (as such terms are defined in the Offer to Purchase);
(ii)    you are otherwise a person to whom it is lawful under any applicable laws to send the Offer to Purchase and the electronic mail address that you have given to the Company and to which the Offer to Purchase has been delivered is not located in any other jurisdiction where it is unlawful to receive the Offer to Purchase; and
(iii)    you consent to the delivery of the Offer to Purchase to you by electronic transmission.

The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Dealer Managers or the Tender and Information Agent or any person who controls, or is a director, officer, employee, affiliate or agent, of any of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format.

You are reminded that the Offer to Purchase has been delivered to you on the basis that you are a person into whose possession the Offer to Purchase may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located or reside and you may not, nor are you authorized to, deliver the Offer to Purchase to any other person. If you are not the named addressee to which the Offer to Purchase has been delivered, please notify the sender immediately and destroy the Offer to Purchase.

If you have recently sold or otherwise transferred your entire holding(s) of Securities (as defined in the Offer to Purchase), you should immediately forward this Offer to Purchase and all accompanying annexes and any related documents to the purchaser or the transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

THE OFFER TO PURCHASE SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFER TO PURCHASE SHOULD ONLY BE DISTRIBUTED TO PERSONS WHOM IT IS OTHERWISE LAWFUL TO SEND THE OFFER TO PURCHASE. ANY SUCH FORWARDING OR DISTRIBUTION OR ANY REPRODUCTION OF THE OFFER TO PURCHASE, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF CERTAIN JURISDICTIONS.

Any materials relating to the Tender Offers (as defined in the Offer to Purchase) do not constitute, and may not be used in connection with, any form of offer in any place where such offers are not permitted by law. If a jurisdiction requires that any Tender Offer be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, such Tender Offer shall be deemed to be made by the Dealer Managers or the relevant affiliate on behalf of the Company in such jurisdiction where they are so licensed and the Offer to Purchase is not being made in any such jurisdiction where the Dealer Managers or any of their respective affiliates are not so licensed.

The Offer to Purchase may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY OTHER COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

THE DISTRIBUTION OF THE OFFER TO PURCHASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THE OFFER TO PURCHASE COMES ARE REQUIRED BY THE COMPANY, THE DEALER MANAGERS AND THEIR AFFILIATES AND THE TENDER AND INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.