Syngenta: Exemption from Obligations Regarding the Maintenance of Listing

BASEL, Switzerland–(BUSINESS WIRE)–On 8 March 2016, CNAC Saturn (NL) B.V., Amsterdam, The Netherlands,
published the offer prospectus on the public tender offer for all
publicly held registered shares of Syngenta AG at the offer price of USD
465 per registered share. CNAC Saturn (NL) B.V. is a subsidiary of China
National Chemical Corporation (ChemChina).

On 2 October 2017, Syngenta applied at SIX Swiss Exchange for an
exemption from certain obligations regarding the maintenance of its
listing. The filing was made following the launch of the proceedings by
CNAC Saturn (NL) B.V. in July 2017 before the Court of Appeal of
Basel-City regarding the cancellation of the shares of Syngenta which
remained publicly held (article 137 of the Financial Market
Infrastructure Act).

In its decision dated 13 October 2017, SIX Exchange Regulation has
granted Syngenta several temporary exemptions from the obligations for
maintaining its listing. The content and duration of the exemptions
granted are contained in the following part of the decision by SIX
Exchange Regulation which has been reproduced verbatim upon request of
SIX Exchange Regulation (unofficial English translation). The exemptions
come into force as of the release of this ad hoc notice.

Sections I through III of the decision by SIX Exchange Regulation read
as follows:

I. Syngenta AG (issuer), Basel, Canton of Basel-City, is granted –
subject to section VI – until the expiration of the Best Price Rule
according to article 10 para. 1 of the Ordinance of the Swiss Takeover
Board on Public Takeover Offers of 21 August 2008 (Takeover Ordinance,
TOO) in the context of the public tender offer by CNAC Saturn (NL) B.V.
headquartered in Amsterdam, The Netherlands, for all publicly held
registered shares of the issuer (Best Price Rule), that is up to and
including 24 November 2017, exemption from the following obligations
regarding the maintenance of its listing:

a. Publication of ad hoc notices (article 53 LR in conjunction with the
Directive on Ad hoc Publicity [DAH]), except for the publication of an
ad hoc notice to communicate the date of de-listing of the registered
shares of the issuer, as soon as such date has been determined;

b. Disclosure of management transactions (article 56 LR);

c. Maintaining a corporate calendar (article 52 LR);

d. Compliance with the following regular reporting obligations (article
55 LR in conjunction with article 9 of the Directive on Regular
Reporting Obligations [DRRO]): para. 1.05 (change of external auditors),
para. 1.06 (change of balance sheet date), para. 1.08 (4) (changes to
the weblink of the corporate calendar), para. 1.08 (5) (changes to the
weblink of the annual and semi-annual reports), para. 3.05 (resolutions
on opting out/opting up), para. 3.06 (changes in connection with
restrictions on transferability) and para. 5.02 (reporting of the
conditional capital).

II. The exemption pursuant to section I is effective with the
publication of the ad hoc notice in accordance with section VI.

III. After the expiration of the Best Price Rule on 24 November 2017,
the issuer is exempted from the obligations pursuant to section I up to
and including 31 January 2018, as far and as long as none of the
following events have occurred:

a. A minority shareholder or several minority shareholders entering the
proceedings regarding the cancellation of registered shares of the
issuer pursuant to article 137 of the Swiss Federal Act on Financial
Market Infrastructures and Market Conduct in Securities and Derivatives
Trading dated 19 June 2015 (Financial Market Infrastructure Act, FMIA)
before the Court of Appeal of Basel-City.

b. Withdrawal of the action to cancel the registered shares of the
issuer before the Court of Appeal of Basel-City by the plaintiff, CNAC
Saturn (NL) B.V., Amsterdam, The Netherlands, or by a legal successor;

c. Dismissal of the action to cancel the registered shares of the issuer
by the Court of Appeal of Basel-City;

d. Appeal to the judgment rendered by the Court of Appeal of Basel-City
regarding the cancellation of the registered shares of the issuer.

Should one of the events pursuant to paragraphs a. to d. of this section
occur until the expiration of the Best Price Rule, the obligations
pursuant to section I come back into force immediately after the
expiration of the Best Price Rule, i.e., on 25 November 2017.

Should one of the events pursuant to paragraphs a. to d. of this section
occur after the expiration of the Best Price Rule, the obligations
pursuant to section I come back into force with immediate effect.

About Syngenta

Syngenta is a leading agriculture company helping to improve global food
security by enabling millions of farmers to make better use of available
resources. Through world class science and innovative crop solutions,
our 28,000 people in over 90 countries are working to transform how
crops are grown. We are committed to rescuing land from degradation,
enhancing biodiversity and revitalizing rural communities. To learn more
visit www.syngenta.com
and www.goodgrowthplan.com.
Follow us on Twitter® at www.twitter.com/Syngenta.

Cautionary statement regarding forward-looking statements

Some of the statements contained in this press release are
forward-looking statements. These statements are based on current
expectations, assumptions, estimates and projections, and involve known
and unknown risks, uncertainties and other factors that may cause
results, levels of activity, performance or achievements to be
materially different from any forward-looking statements. These
statements are generally identified by words or phrases such as
"believe", "anticipate", "expect", "intend", "plan", "will", "may",
"should", "estimate", "predict", "potential", "continue" or the negative
of such terms or other similar expressions. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize, actual
results and the timing of events may differ materially from the results
and/or timing discussed in the forward-looking statements, and you
should not place undue reliance on these statements. Syngenta disclaims
any intent or obligation to update any forward-looking statements as a
result of developments occurring after the period covered by this press
release or otherwise.

Contacts

Syngenta International AG
Media Office
CH-4002 Basel
Switzerland
Tel:
+41 61 323 2323
Fax: +41 61 323 2424
www.syngenta.com
or
Media
contacts:
Leandro Conti
Switzerland +41 61 323 2323
Paul
Minehart
USA +1 202 737 8913
[email protected]
or
Analyst/Investor
contacts:
Andrew McConville
Switzerland +41 61 323 0618
USA
+1 202 737 6521