INTERNATIONAL FRAGRANCE ASSOCIATION Headquarters. Rue du Rhône 100 CH Geneva Tel. +41 (22) Fax. +41 (22)

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1 INTERNATIONAL FRAGRANCE ASSOCIATION Headquarters Rue du Rhône 100 CH Geneva Tel. +41 (22) Fax. +41 (22) Bylaws of the International Fragrance Association IFRA Adopted by the IFRA General Assembly on October 15, 1998 Amended on October 21, October 19, October 18, February 15, April 21, October 25, October 17, April 23, October 22, February 20, 2010 Name, Head Office Article 1 An international, not-for-profit association with scientific objectives is established under Swiss law [art. 60 et seq. of the Civil Code (CC)] with the title of International Fragrance Association (IFRA) with headquarters in Geneva, hereafter the Association. Purpose Article 2 The purpose of the Association is to serve and advance the collective interests of the fragrance industry, worldwide, with the final objective to protect the consumer and the environment. Membership Regular Members Article 3 Any company engaged primarily in the manufacture of fragrances and not selling to retail distribution and with worldwide operations in all four regions: Europe (including Africa and Middle East); North America (including

2 Canada); Latin America (including Mexico) and Asia (including Australia) shall be eligible for Regular Membership, provided it pays the dues associated with their status. Each Regular Member shall have voting rights as further provided in these By-laws (Appendix 1) or as required by law. Association Members Article 3a National Associations comprised of companies in the fragrance industry shall be eligible for Association Membership. Association Members shall have voting rights through Regional Committees, as approved by the General Assembly (Art. 8). National Associations are grouped into four geographic Regional Committees. These committees are: Europe (including Africa and Middle East); North America (including Canada); Latin America (including Mexico) and Asia (including Australia). Supporting Members Article 3b Individual companies who manufacture, market, or distribute fragrances or fragrance ingredients and not selling to retail distribution may apply for membership in the Association as Supporting Members, provided that there is no association in their country already member of IFRA. A Supporting Member has the following rights: - To obtain the documents and reports prepared by the Association - To consult the Scientific Staff and Director - To attend and participate in meetings of the General Assembly without having the right to vote - To attend and participate in Committee meetings (Art. 23), but only on a consultative basis. Supporting Members are required to pay an annual fee determined by a vote of the General Assembly. Withdrawal and Exclusion Article 4 All members may withdraw from the Association only after sending their resignation by registered letter to the General Secretariat (Art. 21), with the withdrawal to become effective at the end of the following quarter. Article 5 Any member not conforming to any part of these Bylaws may be expelled by decision of the General Assembly acting in accordance with Article 8. The member in question shall always have the right to present its defense prior to such action.

3 Article 6 As a condition of continuing membership in the Association, all members are required to subscribe to and comply with the IFRA Code of Practice and in particular the Standards on fragrance ingredient use set forth in the Code. In case the Chairman finds that a member has not complied with the IFRA Code of Practice, the Chairman will bring it to the General Assembly, who may terminate the membership of such member or take appropriate action. Article 7 A member who leaves the Association by resignation, acquisition, expulsion or for any other reason shall have no claim on the funds of the Association but shall remain liable for its full subscription for the membership for 12 months after the date of notification. Member Representatives Article 8 Each Regular Member shall designate an individual as its official representative to the Association. Each Regional Committee shall designate an individual to serve as its official representative to the Association. Any one company should not have more than one representative to the Association unless a Regional Committee cannot find a suitable alternative. The name of representatives must be communicated to the General Secretariat. Such appointments may be changed at any time. General Assembly Article 9 The Regular Members and Regional Committees representatives shall meet in ordinary General Assembly at a minimum of once a year under the chairmanship of the Chairman of the Association, on a date and at a place determined during the previous General Assembly of the Regular Members and Regional Committees. The Chairman of the Association may call an extraordinary General Assembly at any time. He must call such a meeting upon request of Regular Members and / or Regional Committees holding at least one fifth of the voting rights. Any Regular Member or Regional Committee of the Association may add topics to the agenda provided that a request for same be received by the General Secretariat at least fourteen days before the scheduled ordinary or extraordinary General Assembly date. The General Secretariat will immediately send notice of such additions to all other members. Article 10 The voting rights of the Regular Members are reflective of their share of the Association dues, provided that each Regular Member shall have at least three votes. The General Assembly shall determine the formula (see Appendix

4 1 to these Bylaws) upon which dues shall be calculated and paid. The General Assembly may decide to change the formula at any time and decide the amendment to be immediately effective or delayed. Each Regular Member is empowered to vote, through its representative, on all matters debated during the General Assemblies of the Regular Members and Regional Committees, unless delinquent in the payment of its dues to the Association on the date of such vote. Any Regular Member may give a general or special proxy to another Regular Member as long as the General Secretariat is notified in advance of the meeting by written notice. Each Regional Committee vote shall be exercised through its designated representative. Any Regional Committee may give a general or special proxy to another Regional Committee as long as the General Secretariat is notified in advance of the meeting by written notice. Article 11 The Regular Members and Regional Committees may conduct a General Assembly if at least two-thirds of the voting rights are present or represented. If this quorum is not reached, another General Assembly must be scheduled between the eighth and fifteenth day following the adjourned General Assembly and subsequently, until a quorum is obtained. Any decision of the Regular Members and Regional Committees shall require approval by at least two thirds of the voting rights represented at the General Assembly except in the case of changes in the Code of Practice or Bylaws of the Association where three quarters of the voting rights including the vote of at least one regional committee will be required. Decisions may be taken by an electronic vote, when necessary. It is possible to act on matters, which are not on the agenda in cases of urgency and with the consent of a threequarters majority of the voting rights present or represented by proxy. The addition of an urgent matter to the agenda will be proposed not less than 48 hours before the meeting. Board Article 12 The Association shall be administered and directed by its board of directors (the Board) consisting of one representative for each Regular Member and one representative for each Regional Committee. Voting rights of the directors shall be governed by Article 10 of these Bylaws. Article 13 All competences not residing with the General Assembly pursuant to these Bylaws or to any mandatory provision of the law governing the Association shall be with the Board. Article 14

5 The Regular Members and Regional Committees shall elect a Chairman for a term of two years at a General Assembly. Article 15 A Vice-Chairman of the Association is to be elected by the Regular Members and Regional Committees at the proposition of the Chairman at a General Assembly. The Vice-Chairman will assist the Chairman in fulfilling his task. He will replace the Chairman whenever the Chairman is unavailable. The Vice-Chairman will be elected for a term of office which will expire at the same time as the term of office of the Chairman who has proposed him. At the expiration of the term of the Chairman, the Vice-Chairman must be confirmed Chairman for two years by the General Assembly, at which time he will propose a new Vice-Chairman. If the Chairman resigns before the end of his term of office, the Vice-Chairman will replace him as Acting-Chairman until the normal expiration of term. The Acting-Chairman will then need to be confirmed as Chairman for another one year. Article 16 A Secretary-Treasurer of the Association is to be elected by the General Assembly for one year. Article 17 The Chairman shall preside over General Assembly and over meetings of the Board, but he may delegate his powers. The Chairman is responsible to all members for the functioning of the Association. Article 18 A member of the Board may be represented at a meeting of the Board by a person that has been duly authorized pursuant to a written document mentioning that the person representing the Regular Member or the Regional Committee member has the full power and is entitled to vote and otherwise act on behalf of the member he or she represents. Article 19 The Board will meet at the discretion of the Chairman. A quorum shall consist of at least two thirds of the members present or represented. Decisions must be adopted by a two-thirds majority of the members present or represented. Article 20 The Chairman shall have the authority to sign all documents binding the Association without further proof of specific authorization if there are no specific proxies. The Association shall be legally bound by the Chairman or the President. General Secretariat Article 21

6 The office(s) of the Association shall be located as decided by the General Assembly. The staff of the General Secretariat is designated by the Board. The position of President, to direct the General Secretariat, can be created by decision of the General Assembly. The President shall act as chief executive officer of the association. The President is appointed by the General Assembly and is obligated to follow decisions of the General Assembly as well as directives of the Board. Furthermore, he has to discharge his duties objectively and in agreement with all legal statutes. He reports to the Chairman and will cooperate closely with all bodies of the Association as well as with the staff of the General Secretariat. Article 22 The General Secretariat shall perform the activities and functions with which it has been entrusted by the Board. Committees and Task Forces Article 23 The Board of the Association is empowered to establish standing Committees and Task Forces as needed in pursuit of its purpose. Article 24 The members of each standing Committee shall be approved by the Board. The Chairman has the power to appoint the members of temporary Committees and Task Forces to pursue a task limited in scope and time. Each Committee shall have a chairperson elected by its members. Subscription, Budget, Accounts Article 25 Regular members subscription to the Association shall be determined annually by the General Assembly acting in accordance with Article 8. Regular members will pay all fragrance industry dues (except nominal dues to selected associations) to IFRA. Article 26 Each Regular member of the Association shall be liable for the subscription determined by the General Assembly. The commitments of the Association are covered only by the assets of the Association. Personal responsibility of the members is excluded. Article 27 The fiscal year commences on January 1 st and ends on December 31 st of the same year. Article 28 The Board shall submit annually, for the approval of the General Assembly, the accounts of the previous financial year and the budget for the coming fiscal year.

7 Amendments to the Bylaws and Dissolution Article 29 The text of any proposed amendment to the Bylaws shall accompany the notice of a General Assembly, which will consider the matter in accordance with Article 8. Article 30 The Association is dissolved when it is insolvent, when the Board can no longer be constituted according to the Bylaws or upon decision of the General Assembly of Memberships. In the event that the Association is dissolved, the available assets shall be entirely attributed to an organization of public interest that pursues similar purposes to the Association. In no case shall its assets be returned to the founders or to the members, nor used for their benefit, in part or whole, in any manner whatsoever, unless as provided above. General Rule Article 31 Any subject not contained in the present Bylaws will be settled according to the provisions of Swiss law. Approved: Damas C. Thoman Signature: Official Title: IFRA Chairman Date:

8 Appendix 1 IFRA Voting Formula Votes Estimated Members Total Votes Member Companies Companies contributions over $2 million Companies contributions $200k - $2 million Total Member Votes 21 Regional Committees North America 3* 1 3 Europe 3* 1 3 Asia 2* 1 2 Latin America 1* 1 1 Total Regional Committee Votes 9 Total Votes 30 Code of Practice, Standards setting and bylaw changes requires a three quarter majority including the vote of at least one Regional Committee - 23 votes *based on market share All other decisions require 2/3 majority - 20 votes