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19 May 2011 - 15:03

Notice convening Extraordinary General Meeting

Please note that this notice, for registration reasons, has been made on the basis of the Register of Shareholders as at 18 May 2011. Regrettably, it has therefore not been possible to take into account the transfer of shares in connection with DuPont’s tender offer. Therefore, former shareholders, who have accepted DuPont’s offer, cannot attend the Extraordinary General Meeting and need not respond to this notice.

The Extraordinary General Meeting will be held on:
Friday 10 June 2011 at 10:00 am (admission from 9:00 am)
Tivoli Congress Center
Arni Magnussons Gade 2-4
DK-1577 Copenhagen V, Denmark

Admission cards may be ordered on www.danisco.com/egm or www.uk.vp.dk/agm or from VP Investor Services A/S on tel. +45 4358 8891 or fax +45 4358 8867 by returning a completed form or by contacting the Company’s registered office at Langebrogade 1, DK-1411 Copenhagen K, Denmark, on weekdays between 10:00 am and 3:00 pm. Pre-ordered admission cards and ballot papers will be sent by mail. The resolutions proposed to be adopted at the Extraordinary General Meeting are available on www.danisco.com/egm.

In case you are not able to attend the Extraordinary General Meeting, you may authorise either the Company’s Board of Directors or another person attending the Extraordinary General Meeting to vote for the number of votes attached to your shares. As something new, shareholders may also vote by letter prior to the Extraordinary General Meeting. If you wish to vote by proxy, you can go to the Company’s website, www.danisco.com/egm or www.uk.vp.dk/agm to fill in an electronic form authorising the Board of Directors or a third party to vote in accordance with the relevant boxes you have ticked in the electronic proxy form or you can fill in an electronic postal vote. The electronic proxy form or the electronic postal vote must be received by the Company or VP Investor Services A/S no later than Thursday 9 June 2011 at 12:00 noon. You can also fill in the attached proxy form. Alternatively, you can send your postal vote or a written and dated proxy form by mail to the Company’s registered office at the above address, scan-to-email to shareholder@danisco.com, or by mail to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, Denmark, scan-to-email to vpinvestor@ vp.dk or on fax +45 4358 8867, to be received by the Company or VP Investor Services A/S no later than Thursday 9 June 2011 at 12.00 noon.

Yours faithfully

Danisco A/S

Notice to the shareholders of Danisco A/S of extraordinary general meeting with agenda and resolutions in full

An Extraordinary General Meeting of Danisco A/S will be held on Friday 10 June 2011 at 10:00 am in Tivoli Congress Center, Arni Magnussons Gade 2-4, 1577 Copenhagen V, Denmark, with admission from 9:00 am.

In accordance with Article 9.2 of the Articles of Association of Danisco A/S and section 89(3) of the Danish Companies Act, DuPont Denmark Holding ApS, CVR no. 33 38 21 54 (being a shareholder holding more than 5 % of the total share capital of Danisco A/S), has requested the Board of Directors to convene this Extraordinary General Meeting with the following agenda:

Agenda
1. Election of members to the Board of Directors.
2. Delisting from NASDAQ OMX Copenhagen A/S.
3. Authorisation of the Board of Directors to pay out extraordinary dividends.
4. Amendment of Articles 10.1 and 12.1 of the Articles of Association (change of notice to convene general meetings).
5. Amendment of Article 20.1 of the Articles of Association (change of number of members of the Executive Board).
6. Amendment of Article 23.1 of the Articles of Association (change of financial year).
7. Any other business.

Re item 1
DuPont Denmark Holding ApS proposes election of the following persons as members of the Board of Directors in replacement of the current members elected by the general meeting:

Nicholas Charles Fanandakis
Susan M. Stalnecker
Patrick S. Schriber
John Richard Wiley
Ian Hudson
Benito Cachinero-Sanchez

A detailed description of the six candidates is enclosed with this notice convening the Extraordinary General Meeting (Appendix 1). The description is also available on Danisco’s website, www.danisco.com, and may be obtained from Danisco’s Shareholders’ Secretariat.

Re item 2
DuPont Denmark Holding ApS has acquired more than 90 per cent of the shares (excluding any treasury shares held by Danisco A/S) and voting rights in Danisco A/S, and DuPont Denmark Holding ApS has informed the Board of Directors of Danisco A/S that it will initiate and complete a compulsory redemption of the shares held by any remaining minority shareholders in accordance with Sections 70-72 of the Danish Companies Act. Consequently, DuPont Denmark Holding ApS proposes that the shares of Danisco A/S are delisted from NASDAQ OMX Copenhagen A/S and that the general meeting ratifies the decision of the Board of Directors of Danisco A/S to seek such a delisting as soon as possible. Finally, DuPont Denmark Holding ApS proposes that the general meeting authorizes the Board of Directors of Danisco A/S to delete Article 1.3 of the Articles of Association of Danisco A/S if and when Danisco A/S is delisted.

Re item 3
DuPont Denmark Holding ApS proposes that the general meeting authorizes the Board of Directors of Danisco A/S to pay out extraordinary dividends subject to the provisions of the Danish Companies Act. Reference is made to section 2.3 of the offer document published in connection with the voluntary recommended public offer of 21 January 2011 (as amended) by DuPont Denmark Holding ApS.

Re item 4
DuPont Denmark Holding ApS proposes that Articles 10.1 and 12.1 of the Articles of Association of Danisco A/S are amended to the effect that general meetings shall be convened with two to four weeks notice. Article 10.1 of the Articles of Association of Danisco A/S is thus proposed amended to the following:

”General Meetings shall be convened by the Board of Directors giving not more than four weeks’ nor less than two weeks’ notice prior to the general meeting by a notice inserted once in the Danish Commerce and Companies Agency’s electronic IT system, on the Company’s website, www.danisco.com, as well as by email to shareholders registered in the Register of Shareholders who have requested to be notified of general meetings. However, General Meetings shall be convened by the Board of Directors giving not more than five weeks’ norless than three weeks’ notice prior to the general meeting if the Company’s shares are admitted to trading on a regulated market.

The notice convening the general meeting shall specify the time and place of the general meeting, as well as the agenda stipulating the business to be transacted at the general meeting. If proposals for amendments to the Articles of Association are to be transacted at the general meeting, the material content of such amendments shall be specified in such notice, unless the Danish Companies Act requires that the content of such proposals is specified in full.”

DuPont Denmark Holding ApS further proposes that Article 12.1 of the Articles of Association of Danisco A/S is amended to the following:

”The notice, including the agenda and the resolutions in full, and, with respect to the Annual General Meeting, the audited annual report, shall for a continuous period of two weeks starting no later than two weeks prior to the general meeting, including the day of the general meeting, be made available to the shareholders on the Company’s website, www.danisco.com. However, the period shall be continuous for three weeks and shall start no later than three weeks prior to the general meeting if the Company’s shares are admitted to trading on a regulated market. Moreover, information on the total number of shares and voting rights on the date of the notice and on the documents that will be presented at the general meeting, as well as any forms to be used for exercising voting rights by proxy and postal voting, shall be made available to the shareholders on the Company’s website. At the same time, the documents referred to above shall be sent by email to any shareholders who have so requested.”

Re item 5
DuPont Denmark Holding ApS proposes that Article 20.1 of the Articles of Association of Danisco A/S is amended to the effect that it will prescribe an Executive Board consisting of one to five members in replacement of the current two to five members and is thus proposed amended to the following:

”The Board of Directors shall appoint an Executive Board to be composed of not less than one nor more than five members to
be in charge of the day-to-day management of the Company.”

Re item 6
DuPont Denmark Holding ApS proposes that the financial year of Danisco A/S is changed to 1 January to 31 December. The current financial year will run from 1 May to 31 December 2011. This change is reasoned by an alignment of the financial year of Danisco A/S with the financial year of E.I. du Pont de Nemours and Company.

Thus, DuPont Denmark Holding ApS proposes that Article 23.1 of the Articles of Association of Danisco A/S is amended to the following:

”The Company’s financial year runs from 1 January until 31 December.”

Documents
The documents that are presented at the general meeting, including but not limited to the agenda, the proposals in full, the notice convening the Extraordinary General Meeting, the total number of shares and voting rights as the date of the notice, the forms to be used for voting by proxy and by post, will be made available on Danisco’s website, www.danisco.com/egm, no later than three weeks prior to the Extraordinary General Meeting, including the date hereof (i.e. 10 June 2011), and will furthermore be made available for inspection by the shareholders at Danisco’s registered office at Langebrogade 1, DK-1411 Copenhagen K, Denmark, no later than 3 weeks before the general meeting (i.e. 19 May 2011). No later than on the same day, the notice and the material will be sent to the shareholders who are registered in the Register of Shares of Danisco A/S and who have so requested.

Ordering of admission cards and ballot papers
To participate in the Extraordinary General Meeting, shareholders must have an admission card. Admission cards can be ordered on www.danisco.com/egm or www.uk.vp.dk/agm. Alternatively, admission cards can be ordered from VP Investor Services A/S on tel. +45 4358 8891 or fax +45 4358 8867 by returning a completed form or by contacting Danisco’s registered office at Langebrogade 1, DK-1411 Copenhagen K, Denmark, between 10:00 am and 3:00 pm, every day except Saturdays and Sundays, no later than on 6 June 2011 at 11.59 pm. Pre-ordered admission cards and ballot papers will be sent by mail.

Admission cards will (upon timely request) be provided to shareholders who are entitled to attend and vote at the Extraordinary General Meeting. Anyone who is registered as a shareholder in the register of shareholders on the date of registration, being 3 June 2011 at 11.59 pm., or who has made a request to such effect (and provided proof thereof) by that date is entitled to attend and vote at the Extraordinary General Meeting (provided that a request for an admission card has been timely made).

The deadline for ordering admission cards and ballot papers for the Extraordinary General Meeting is 6 June 2011 at 11:59 pm. After this date, admission cards will only be issued without a ballot paper.

The right to ask questions
Prior to the Extraordinary General Meeting, shareholders may ask questions in writing to the Board of Directors and Management of Danisco A/S at the Extraordinary General Meeting. Questions should be sent by mail to Danisco A/S, Langebrogade 1, P.O. Box 17, DK-1001 Copenhagen K, Denmark, marked “Extraordinary General Meeting 2011”, or by email to shareholder@danisco.com, and should identify the shareholder clearly. Replies may be in writing, including by making the reply available on Danisco’s website. Shareholders may also ask questions orally about the above matters at the Extraordinary General Meeting to Danisco’s Board of Directors and Management.

Proxy and attendance with advisor
Any shareholder shall be entitled to attend the general meeting in person or by a legal representative. Further, both the shareholder and the legal representative may to attend the general meeting together with an advisor. In case you are not able to attend the Extraordinary General Meeting, you may submit a proxy form to the Board of Directors or others to attend and vote on your behalf at the Extraordinary General Meeting by filling in the attached proxy form and sending it to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, Denmark, by mail, scan-to-email to vpinvestor@vp.dk or fax +45 4358 8867 or by sending it to Danisco A/S, Langebrogade 1, P.O. Box 17, DK-1001 Copenhagen K, Denmark, by mail or scan-to-email to shareholder@danisco.com. For a proxy form to be valid, it needs to be filled in, dated and signed. From 19 May 2011 proxy forms are available on www.danisco.com/egm and may also be submitted electronically on www.uk.vp.dk/agm or www.danisco.com/egm. Proxy forms must be received by Danisco or VP Investor Services A/S by mail, electronically or by fax + 45 4358 8867 no later than 9 June 2011 at 12:00 pm. In the proxy form, you can authorise the Board of Directors to vote in accordance with the recommendations of the Board of Directors or you can tick the relevant boxes in the proxy form. Shareholders who are not registered by name must provide proof of being a shareholder.

If a proxy is granted to others than the Board of Directors, it is required that either the shareholder or the legal representative has obtained an admission card. The legal representative shall in connection with requesting an admission card and at the access control point in connection with the general meeting present the written and dated proxy. A proxy may be revoked at any time. Such revocation shall be made in writing by way of a letter and may be done by informing Danisco hereof or electronically at www.danisco.com/egm. A proxy to Danisco’s Board of Directors must not be granted for a longer period of time than 12 months and must be issued to a specific general meeting with an agenda fixed at the time of granting such proxy and based on an already known agenda.

Postal voting
Shareholders who are entitled to vote at the general meeting may vote by postal voting. Danisco will from 19 May 2011 make a postal voting form available for the shareholders on www.danisco.com/egm and www.uk.vp. dk/agm. Alternatively postal voting  forms may be ordered from VP Investor Services A/S on tel. +45 4358 8891 or fax +45 4358 8867 or by contacting Danisco’s  registered office at Langebrogade 1, DK-1411 Copenhagen K, Denmark, between 10:00 am and 3:00 pm, every day except Saturdays and Sundays. Postal votes must be received by Danisco or VP Investor Services A/S no later than the day before the Extraordinary General Meeting, i.e. 9 June 2011 at 12:00 pm. Postal votes may not be revoked. Postal votes may also be sent by mail, scan-to-email or by fax to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, Denmark, fax + 45 4358 8867 or to Danisco A/S, Langebrogade 1, P.O. Box 17, DK-1001 Copenhagen K, Denmark, by mail or scan-to-email to shareholder@danisco.com. Once the postal vote has been received by Danisco or VP Investor Services A/S, the vote cannot be  revoked by the shareholder.

Share capital, voting rights and custodian bank
Danisco’s share capital is DKK 953,865,900 consisting of shares with a nominal value of DKK 20. The following voting rights are stipulated in the Articles of Association:

14.1 Each DKK 20 share shall give the shareholder one vote.
14.2 Any shareholder shall be entitled to participate in a general meeting when such shareholder has requested an admission card no later than three days before the general meeting and has provided proof of being a shareholder.
14.3 Any shareholder shall be entitled to vote at general meetings according to the number of shares that the shareholder is in possession of on the date of registration. The date of registration is one week prior to the day of the general meeting (same weekday as the day of the general meeting). The number of shares of the individual shareholder is computed on the date of registration on the basis of the number of shares of the shareholder registered in the Register of Shareholders and any notices of ownership received by the Company and/or VP Investor Services A/S for entry in the Register of Shareholders, but which have not yet been registered in the Register of Shareholders.
14.4 Any shareholder shall be entitled to attend in person or by a legal representative, and both the shareholder and the legal representative may attend the general meeting together with an advisor. Voting rights may be exercised pursuant to a proxy. If a proxy is granted to others than the Board of Directors, it is required that either the shareholder or the legal representative has obtained an admission card. The legal representative shall in connection with requesting an admission card and at the access control point in connection with the general meeting present a written and dated proxy. A proxy may be revoked at any time. Such revocation shall be made in writing and may be done by informing the Company hereof. A proxy to the Company’s management must not be granted for a longer period  of time than 12 months and must be issued to a specific general meeting with an agenda fixed at the time of granting such proxy and based on an already known agenda.
14.5 The Company will make available an electronic proxy form to the shareholders. The electronic proxy form is made available on the Company’s website, www.danisco.com.
14.6 Shareholders who are entitled to participate in a general meeting, cf. Article 14.3, may vote by postal voting. Postal votes must be received by the Company no later than the day before the general meeting. Postal votes may not be revoked.

The Company has appointed Nordea as custodian bank. The Company’s shareholders may exercise their financial rights through this bank.

19 May 2011

Danisco A/S
The Board of Directors