Syngenta AG (SYT)

Note 3: Changes in the Scope of Consolidation

On 1 June 2006, Syngenta purchased 100% of the shares of Emergent Genetics Vegetable A/S (‘EGV’), for cash. On 1 August 2006, Conrad Fafard, Inc., (‘Fafard’) merged with a Syngenta subsidiary so that Syngenta acquired control of Fafard and its subsidiaries, in exchange for cash paid to or for the account of Fafard’s former shareholders. In addition, Syngenta settled $14 million of financial debts and certain other liabilities of Fafard on 2 August 2006. Goodwill arising on the EGV acquisition was $3 million. Goodwill arising on the Fafard acquisition is provisionally estimated to be $36 million. The Fafard purchase price allocation will be finalized in 2007. On 16 November 2006, Syngenta acquired the remaining 50% of the shares of Longreach Plant Breeders Pty Ltd (‘LRPB’) that it did not already own. LRPB has been accounted for as an asset held for resale. The aggregate cash cost of these acquisitions was $148 million including direct acquisition costs of $3 million.

SYNGENTA FULL YEAR RESULTS 2006 / PAGE 19 OF 31

Note 3: Changes in the Scope of Consolidation

On 1 June 2006, Syngenta acquired 100% of the shares of Emergent Genetics Vegetable A/S (EGV), an established vegetable seed company specialized in breeding and marketing of selected vegetable crops Also, on 10 July 2006, Syngenta announced that it had entered into an agreement to acquire Conrad Fafard, Inc. (Fafard), a leading North American producer of packaged growing media to professional ornamental growers and the consumer retail market, for $133 million. The Fafard acquisition is still subject to the approval of Fafard’s shareholders and of regulatory authorities.

Syngenta purchased the remaining 2% of Syngenta Nantong Crop Protection Co. Ltd in February 2005, increasing its holding to 100% at a cost of $1 million.

Note 3: Changes in the Scope of Consolidation

On 14 October 2005 Syngenta acquired an additional membership interest in Dulcinea Farms, LLC, increasing its interest from 51% to 100%. On 16 September 2005 Syngenta Bioline Ltd. purchased the Dutch bee breeding business of Bunting Brinkman Bees B.V. It previously held a 49% shareholding in that entity. In February 2005, Syngenta purchased additional shares in Syngenta Nantong Crop Protection Ltd., increasing its shareholding from 98% to 100%. The aggregate purchase price of these acquisitions was $10 million, paid in cash. The fair value of net assets acquired was $6 million, principally represented by financial debt extinguished.

In September 2004, Syngenta acquired 90% of Advanta B.V.’s corn, soybean and wheat seed business in North America, known as Garst. The net cash cost of acquisition, after proceeds for the Fox Paine disposals and cash acquired, was $327 million. On 31 July 2004, in a single transaction, Syngenta acquired a 90 percent voting interest in each of the following entities which are collectively referred to as ‘Golden Harvest’: Garwood Seed Co.; Golden Seed Co. LLC; Golden Seed Co. Inc.; J C Robinson Seeds Inc.; Sommer Bros Seed Co.; Thorp Seed Co. and Golden Harvest Seeds Inc. The cost of acquisition, net of cash acquired, was $154 million. Adjustments made to the purchase accounting for Garst and Golden Harvest in 2005 did not have a material effect on the financial statements.

In January 2004, Syngenta acquired additional shares in Dia Engei K.K, increasing its shareholding from 33.5 percent to 100 percent. In March 2004, Syngenta formed Dulcinea Farms LLC, taking a 51 percent voting interest. In June 2004, Syngenta purchased additional shares in Syngenta Suzhou Crop Protection Co. Ltd, increasing its holding from 95 percent to 100 percent. In May 2004, Syngenta purchased additional shares in Syngenta Nantong Crop Protection Co. Ltd, increasing its holding from 94 percent to 98 percent. The aggregate cash cost of these acquisitions was $6 million.

On 30 September 2004 Syngenta sold its 75 percent interest in its sulphur and chlorine-based chemical intermediates business, SF-Chem AG, to a private equity buyer. This business was shown as part of the Crop Protection segment, and has been presented as a discontinued operation in the consolidated income statement and in the consolidated cash flow statement.

SYNGENTA FULL YEAR RESULTS 2005 / PAGE 19 OF 30

Note 3: Changes in the Scope of Consolidation

Syngenta purchased the remaining 2% of Syngenta Nantong Crop Protection Co. Ltd in February 2005, increasing its holding to 100% at a cost of $1 million.

In September 2004, Syngenta acquired 90% of Advanta B.V.’s corn, soybean and wheat seed business in North America, known as Garst. The net cash cost of acquisition, after proceeds for the Fox Paine disposals and cash acquired, was $326 million.

On 31 July 2004, in a single transaction, Syngenta acquired a 90 percent voting interest in each of the following entities which are collectively referred to as ‘Golden Harvest’: Garwood Seed Co.; Golden Seed Co. LLC; Golden Seed Co. Inc.; J C Robinson Seeds Inc.; Sommer Bros Seed Co.; Thorp Seed Co. and Golden Harvest Seeds Inc. The cost of acquisition, net of cash acquired, was $154 million. Adjustments made to the purchase accounting for these acquisitions during the six months ended 30 June 2005 did not have a material effect on the financial statements.

In January 2004, Syngenta acquired additional shares in Dia Engei K.K, increasing its shareholding from 33.5  percent to 100 percent. In March 2004, Syngenta formed Dulcinea Farms LLC, in which it has a 51 percent voting interest. In June 2004, Syngenta purchased additional shares in Syngenta Suzhou Crop Protection Co. Ltd, increasing its holding from 95 percent to 100 percent. In May 2004, Syngenta purchased additional shares in Syngenta Nantong Crop Protection Co. Ltd, increasing its holding from 94 percent to 98 percent. The aggregate cash cost of these acquisitions was $6 million.

On 30 September 2004 Syngenta sold its 75 percent interest in its sulphur and chlorine-based chemical intermediates business, SF-Chem AG, to a private equity buyer. This business was shown as part of the Crop Protection segment, and has been presented as a discontinued operation in the consolidated income statement and in the consolidated cash flow statement.

Note 3: Changes in the Scope of Consolidation

On 1 September 2004, after Fox Paine acquired a 10 percent interest in the Advanta corn, soybean and wheat seed business in North America, Syngenta acquired 100 percent of the shares of Advanta B.V. On 8 September 2004, Syngenta sold Advanta B.V.’s European, Asian and Latin American subsidiaries and other parts of its North America business to Fox Paine & Co. (‘Fox Paine disposals’). The net cash cost of acquisition, after proceeds for the Fox Paine disposals and cash acquired was $325 million. After the Fox Paine disposals, Syngenta retains a 90 percent interest in Advanta’s former corn, soybean and wheat seed business in North America.

SYNGENTA FULL YEAR RESULTS 2004 / PAGE 18 OF 32

On 31 July 2004, in a single transaction, Syngenta acquired a 90 percent voting interest in each of the following entities which are collectively referred to as ‘Golden Harvest’: Garwood Seed Co.; Golden Seed Co. LLC; Golden Seed Co. Inc.; J C Robinson Seeds Inc.; Sommer Bros Seed Co.; Thorp Seed Co.; Golden Harvest Seeds Inc. The cost of acquisition, net of cash acquired, was $154 million.

In January 2004, Syngenta acquired additional shares in Dia Engei K.K, increasing its shareholding from 33.5 percent to 100 percent. In March 2004, Syngenta formed Dulcinea Farms LLC, in which it has a 51 percent voting interest. In June 2004, Syngenta purchased additional shares in Syngenta Suzhou Crop Protection Co. Ltd, increasing its holding from 95 percent to 100 percent. In May 2004, Syngenta purchased additional shares in Syngenta Nantong Crop Protection Co. Ltd, increasing its holding from 94 percent to 98 percent. The aggregate cash cost of these acquisitions was $6 million.

On 30 September 2004 Syngenta sold its 75 percent interest in its sulphur and chlorine-based chemical intermediates business, SF-Chem AG, to a private equity buyer. This business was shown as part of the Crop Protection segment, and has been presented as a discontinued operation in the consolidated income statement and in the consolidated cash flow statement.

Restructuring represents the effect on reported performance of initiating business changes which are considered major and which, in the opinion of management, will have a material effect on the nature and focus of Syngenta's operations, and therefore require separate disclosure to provide a more thorough understanding of business performance. Restructuring includes the effects of completing and integrating significant business combinations and divestments. The incidence of these business changes may be periodic and the effect on reported performance of initiating them will vary from period to period. Because each such business change is different in nature and scope, there will be little continuity in the detailed composition and size of the reported amounts which affect performance in successive periods. Separate disclosure of these amounts facilitates the understanding of performance including and excluding items affecting comparability. Reported performance before restructuring and impairment is one of the measures used in Syngenta’s short term employee incentive compensation schemes. Syngenta’s definition of restructuring and impairment may not be comparable to similarly titled line items in financial statements of other companies.

SYNGENTA FULL YEAR RESULTS 2004 / PAGE 19 OF 32

Restructuring and impairment includes the impairment costs associated with major restructuring and also impairment losses and reversals of impairment losses resulting from major changes in the markets in which a reported segment operates.

As part of the operational efficiency program, the closure of three production sites has been announced together with the rationalization of two further production sites. A further focusing of R&T activities, including the closure of one site, has also been announced. The Seeds NAFTA corn and soybean business announced a restructuring program to integrate the Advanta and Golden Harvest acquisitions. The final costs related to the merger restructuring program, associated with the closure of two production sites, were also charged in 2004. Cash costs of $171 million and asset impairments totaling $134 million have been recorded in 2004 for these restructuring initiatives. In addition, the rules of Syngenta’s Swiss pension plan were amended in April 2004 so that, whilst it continues to be accounted as a defined benefit plan, there is increased sharing of risks with the employee members against a one-time non-cash transition charge of $60 million. The change will reduce the expense related to early retirement in 2005 and future years, and reduces Syngenta’s exposure to pension fund investment returns. This charge has been partially offset by an $10 million favorable non-cash impact of pension fund curtailments associated with restructuring.