Discussion Materials Project OptimusPrime September 8, 2022

Table of Contents Update to Management Plan and Valuation Perspectives Key Considerations to Strategic Alternatives Process Recommendations and Next Steps Appendix

Update to Management Plan and Valuation Perspectives

Updates to Latest Management Long Range Plan On September 3, 2022, management provided an updated financial model to PWP The financial model was also shared with the Company’s debt advisor Rothschild & Co. Overall, changes in the latest model were immaterial to the previous model received on August 25, 2022 After review, PWP notes the following: No changes to the revenue forecasts. Management expects its diversification strategy continues to perform, with new growth products, particularly Harvista, Novel Antimicrobials (“BoB”) and Novozymes Biologics, to be major contributors to future revenues In 2027E and beyond, the model now reflects R&D as a percentage of revenue at 6% vs. trending to 4%, previously. Management believes this revised assumption is more consistent with the Company’s innovation driven business model Updated working capital assumptions based on current trends in the latest data, improving efficiencies in working capital and cash flow slightly Updated “non-recurring expenses” line item which represents contingency cash outlays for litigation and M&A related expenses more in line with historical trends (immaterial change)

New vs. Previous Management Model Comparison ($ in millions) Revised OptimusPrime Management forecast contains minor EBITDA haircut and Cash Flow improvements Source: Company financials Revised forecast assumes greater efficiencies in DSO within NWC, therefore increasing cash flow and ending cash balance over time

Financial Overview – Historical & Management Finance Case ($ in millions) PWP Commentary Company’s patent expiration of 1-MCP in 2014 resulted in revenue headwinds from 2016 onward Gross profit margin expected to decline as management executes on its diversification efforts The Company refinanced a portion of its long-term debt with convertible preferred stock through PSP in 2020 1 2 3 Source: Company financials

Total Revenue and Adj. EBITDA Margin over time PWP Commentary Long-Term Growth is Heavily Reliant on Success of New Growth Products ($ in millions) Projections are highly levered towards contribution from new growth projects, especially for EBITDA generation New management team has thus far delivered on earnings more consistently than prior leadership Market and potential buyers will heavily discount new growth products, due to ramp 5+ years away Increasing competition from generics may erode SmartFresh Apple faster than expected 1 2 3 4 Source: Company financials Notes: Financials per management finance case (1) New Growth Products includes Novel Antimicrobials, Novozymes Biologics, VitaFresh Botanicals and Digital (2) New Growth Products EBITDA includes product-level gross profit, Novozymes Opex and allocated Opex (excl. Novozymes), D&A and adjustments by percentage of revenue Revenue Growth 5-Year CAGR 17A – 22E 5-Year CAGR 22E – 27E 10-Year CAGR 22E – 32E Consolidated 1% 10% 11% Core Products 6% 4% New Growth Products(1) 89% 58% (1) Core Products New Growth Products Adj. EBITDA Margin % of EBITDA from New Growth Products (1)(2)

Updated Valuation Summary Current Share Price: $1.69 Source: Company financials Notes: Share price as of 09/06/2022 Comparable Companies multiple ranges derived by applying approximate difference in EV / EBITDA between AgroFresh and peers since Paine Schwartz’s preferred equity investment in 2020 (1) Broker price targets represent 12-month targets; prices discounted 12 months from date of publication to 09/06/2022; assumes cost of equity of 18.0% (2) Reflects high end of WholeCo DCF valuation assuming management finance case, 3.0% perpetuity growth rate, and 15.0% WACC Highly preliminary & confidential – Illustrative Analyses for Discussion (1) Revisions to valuation reflect further thinking on preferred overhang and changes to methodology $1.93 $2.57 $4.29 $3.83 New Products Core $0.86 $0.92 $1.48 $4.19(2)

Ability to Pay – 3 Year LBO Traditional Sponsor – Potential Offer price / premium Paine Schwartz Partners – Potential Offer price / premium Commentary Sources: Company financials, FactSet, Capital IQ as of 09/06/2022 Notes: (1) Premium to current share price of $1.69 as of 09/06/2022 (2) Utilizes management cash and debt projections as of 12/31/2022 (3) Represents change of control amount for Paine Schwartz Partners convertible preferred equity Implied Potential Offer Price Per Share / Premium to Current Share Price Required IRR 20.00% 21.25% 22.50% 23.75% 25.00% Exit Multiple Adj. EBITDA 8.00x $1.53 / (9.4%) $1.39 / (18.0%) $1.25 / (26.3%) $1.11 / (34.2%) $0.98 / (41.9%) 8.25x $1.73 / 2.2% $1.58 / (6.8%) $1.43 / (15.4%) $1.29 / (23.7%) $1.16 / (31.6%) 8.50x $1.92 / 13.8% $1.77 / 4.4% $1.61 / (4.5%) $1.47 / (13.1%) $1.33 / (21.4%) 8.75x $2.12 / 25.4% $1.95 / 15.7% $1.80 / 6.4% $1.65 / (2.6%) $1.50 / (11.1%) 9.00x $2.31 / 36.9% $2.14 / 26.9% $1.98 / 17.2% $1.83 / 8.0% $1.67 / (0.9%) Implied Potential Offer Price Per Share / Premium to Current Share Price Implied Offer Price Per Share / Premium to Current Share Price Required IRR Implied Offer Price Per Share / Premium to Current Share Price Implied Offer Price Per Share / Premium to Current Share Price 20.00% 21.25% 22.50% 23.75% 25.00% Exit Multiple Adj. EBITDA 8.00x $2.77 / 63.7% $2.62 / 55.1% $2.48 / 46.8% $2.35 / 38.8% $2.22 / 31.2% 8.25x $2.96 / 75.3% $2.81 / 66.3% $2.66 / 57.7% $2.52 / 49.4% $2.39 / 41.5% 8.50x $3.16 / 86.9% $3.00 / 77.5% $2.85 / 68.6% $2.70 / 60.0% $2.56 / 51.7% 8.75x $3.35 / 98.4% $3.19 / 88.7% $3.03 / 79.4% $2.88 / 70.5% $2.74 / 61.9% 9.00x $3.55 / 110.0% $3.38 / 100.0% $3.22 / 90.3% $3.06 / 81.1% $2.91 / 72.2% Highly preliminary & confidential – Illustrative Analyses for Discussion Paine Schwartz Partners returns are more attractive compared to other traditional financial sponsors due to the lack of breakage costs 3-year LBO assumes exit in 2025E, resulting in less attractive returns vs. a longer hold period (launch and ramp of new products expected in 2026E and onward)

Ability to Pay – 5 Year LBO Traditional Sponsor – Potential Offer price / premium Paine Schwartz Partners – Potential Offer price / premium Commentary Sources: Company financials, FactSet, Capital IQ as of 09/06/2022 Notes: (1) Premium to current share price of $1.69 as of 09/06/2022 (2) Utilizes management cash and debt projections as of 12/31/2022 (3) Represents change of control amount for Paine Schwartz Partners convertible preferred equity Implied Potential Offer Price Per Share / Premium to Current Share Price Implied Offer Price Per Share Required IRR 20.00% 21.25% 22.50% 23.75% 25.00% Exit Multiple Adj. EBITDA 8.00x $3.83 / 126.5% $3.53 / 109.1% $3.26 / 92.7% $3.00 / 77.3% $2.75 / 62.8% 8.25x $4.02 / 137.8% $3.71 / 119.8% $3.43 / 102.9% $3.16 / 87.0% $2.91 / 72.0% 8.50x $4.21 / 149.1% $3.90 / 130.5% $3.60 / 113.1% $3.32 / 96.7% $3.06 / 81.3% 8.75x $4.40 / 160.4% $4.08 / 141.3% $3.77 / 123.3% $3.49 / 106.4% $3.22 / 90.5% 9.00x $4.59 / 171.7% $4.26 / 152.0% $3.95 / 133.5% $3.65 / 116.1% $3.37 / 99.7% Implied Potential Offer Price Per Share / Premium to Current Share Price Implied Offer Price Per Share Required IRR 20.00% 21.25% 22.50% 23.75% 25.00% Exit Multiple Adj. EBITDA 8.00x $2.59 / 53.4% $2.30 / 36.0% $2.02 / 19.6% $1.76 / 4.2% $1.52 / (10.3%) 8.25x $2.78 / 64.7% $2.48 / 46.7% $2.19 / 29.8% $1.93 / 13.9% $1.67 / (1.0%) 8.50x $2.97 / 76.0% $2.66 / 57.4% $2.37 / 40.0% $2.09 / 23.6% $1.83 / 8.2% 8.75x $3.17 / 87.3% $2.84 / 68.2% $2.54 / 50.2% $2.25 / 33.3% $1.98 / 17.4% 9.00x $3.36 / 98.6% $3.02 / 78.9% $2.71 / 60.4% $2.42 / 43.0% $2.14 / 26.6% Similarly, Paine Schwartz is able to offer a superior premium vs. other financial sponsors given the lack of breakage costs Assuming a 22.5% IRR requirement and a 8.5x exit, Paine Schwartz is able to offer $1.23 per share in superior value Estimated breakage costs of ~$81M as of 12/31/2022 5-year LBO assumes exit in 2027E, resulting in more attractive returns vs. a 3-year LBO given ramp up of new products Highly preliminary & confidential – Illustrative Analyses for Discussion

Potential Strategic Buyers Sources: Company filings, Moody’s, FactSet, Capital IQ as of 09/06/2022 EV / 2022E EBITDA: 9.5x Cash: $22M EV / 2022E EBITDA: N/A Cash: N/A EV / 2022E EBITDA: 21.7x Cash: $76M EV / 2022E EBITDA: 12.3x Cash: $73M EV / 2022E EBITDA: 14.1x Cash: $254M EV / 2022E EBITDA: 16.3x Cash: $904M EV / 2022E EBITDA: 15.2x Cash: $792M EV / 2022E EBITDA: 7.5x Cash: $456M EV / 2022E EBITDA: 19.8x Cash: $125M EV / 2022E EBITDA: 12.0x Cash: $592M EV / 2022E EBITDA: N/A Cash: N/A EV / 2022E EBITDA: 13.1x Cash: $68M EV / 2022E EBITDA: 7.8x Cash: $131M EV / 2022E EBITDA: 5.8x Cash: $8,412M EV / 2022E EBITDA: 10.5x Cash: $45M EV / 2022E EBITDA: 15.8x Cash: $202M EV / 2022E EBITDA: 4.5x Cash: $5,063M EV / 2022E EBITDA: 7.5x Cash: $687M

Precedent Premia Analysis Analysis for U.S. companies acquired since September 2020 indicates targets receiving higher premia the steeper the discount to 52-week high Highly preliminary & confidential – Illustrative Analyses for Discussion Source: FactSet as of 09/06/2022 Notes: Unaffected premiums shown for acquisitions since 09/06/2022 with a transaction value between $100M – $3B and targets in the United States; excludes MOEs and transactions with targets industries of Energy, Insurance, Mining, Oil & Gas, REITs, Railroads, and Utilities The Company is currently trading at 64% of its 52W High (1) % of 52W High reflects share price as of unaffected date divided by 52W High as of unaffected date (2) Reflects acquisitions where the target was acquired at a greater than 100% premium to its share price as of unaffected date

7.0x Assumed Multiple 9.0x Assumed Multiple Discounted Future Share Price Sensitivity(1) PWP Commentary Present Value of Future Share Price Inability to achieve management projections, particularly in the next 2 years, will result in a material impact to Adj. EBITDA and share price Given the Company’s current capital structure, the discounted future share price is highly sensitive to any potential setbacks in plan 1 2 Source: Company financials Notes: Revenue miss haircuts management finance case total revenue from 2023E to 2027E, holds gross margin (%) and OpEx costs ($) constant versus management case (1) Assumes valuation date of 12/31/2022; uses current FDSO, NCI, market capitalization and EV; assumes cost of equity of 18.0%. Convertible Preferred taken at face value in status quo scenario (i.e., no breakage costs included) Adjusted EBITDA Margin Mgmt. Finance Case 38% 37% 36% 36% 37% 39% 10% Revenue Miss 38% 33% 32% 33% 34% 36% 10% Revenue Miss Mgmt. Finance Case

Analysis at Various Share Prices Source: FactSet, Capital IQ, Company Filings, Company financials Notes: (1) Represents change of control amount for Paine Schwartz Partners convertible preferred equity (2) Multiples in AVP reflect convertible preferred at liquidation preference, assuming 2.0X MOIC ($ in millions, except share price) Highly preliminary & confidential – Illustrative Analyses for Discussion (1) (2) (2)

Key Considerations to Strategic Alternatives

Potential Sale Process Considerations Management long-range plan Senior debt refinancing timing and process Convertible preferred breakage costs over time Optimus valuation Sale process considerations Positioning with Dow A B C D E F

Scheduled Principal repayments and amortization 2024E Term Loan Maturity Needs to be Addressed by Early 2023 Source: Company Filings, FactSet Notes: (1) Represents remaining principal in 2022 as of Q2-22A (2) Figures from management model; excludes convertible preferred stock (3) Interest includes cash interest and cash dividend payments on convertible preferred stock from management model Moody’s Credit Rating: B3 S&P Credit Rating: B- (1) (2) (2) (3) Based on Updated OpEx Assumptions, Company Has Room to Miss Projections While Maintaining the Ability to service Debt Revenue Haircut (2023E – 2027E) No Haircut 10% 21% 30% 2027E Revenue $287 $258 $228 $201 2027E EBITDA 113 94 74 56 2027E Ending Cash Balance 127 70 10 (43) Assumes ending 2022 cash balance of ~$62M Haircuts management case total revenue from 2023E to 2027E Gross margin held constant OPEX $ costs remain unchanged vs. management case (assuming Company unable to capitalize on investments to grow the top-line) Company can miss management projections by up to ~20% and maintain the ability to service debt PWP Assessment Upcoming term loan maturity in 2024 needs to be addressed by early 2023 before the Company’s Going Concern status comes into question in Q4 2023

Refinancing Considerations: Term Loan B Company’s Term Loan B’s 2024 maturity creates risk of a going concern issue in Q4 2023 if not refinanced prior to then To avoid this risk, Company should be prepared to refinance the Term Loan by Q1/Q2 2023, if not earlier Tailwinds and headwinds for a TLB refinancing relative to the 2020 refinancing: Refinancing in the private credit market would have some advantages relative to the TLB market Leveraged Finance Issuance (HY/LL/PC) Source: S&P, LCD, LevFinInsights (LFI) Notes: (1) Data as of 09/06/2022 (2) Data as of 08/31/2022, private credit data based on LFI and PWP estimate of LFI data’s market capture (41.5%) Loan trading down in line with Index(1) Monthly LevFIN Issuance by Type ($B)(2) Reduction in secured leverage from ~6x to ~4x Greater runway if refinanced in next ~6 months Continued growth and diversification of the business Resolution of Decco patent infringement litigation Convertible preferred weighs as a cash cost and is treated as debt by S&P Volatility of current TLB market with loans pricing 100-125+ bps wider than existing trading Small size of remaining TLB constrains liquidity

commentary Convertible Preferred Accretes Over Time Through PIK Interest Dividend Rates 16% per annum, of which 50% is payable in cash and 50% is payable in kind for the first year after the closing date, after which 50% will be payable in cash, 37.5% will be payable in kind and 12.5% will be payable in cash or in kind at the company’s discretion (management model assumes 50% cash and 50% PIK in forecast period) PSP has the right to appoint an additional member to the Board commensurate with their as-converted ownership stake If PSP has over 50% of Directors on the Board and Dow owns at least 20% of AgroFresh’s as-converted common stock, Dow has the right to designate an additional member to the Board There is also one share of Series A Preferred Stock owned by Dow, entitling Dow to appoint one director to the Board Source: Company Filings Notes: (1) Assumes preferred stock is converted at a conversion price of $5.00 and the amount of shares outstanding remains constant from Q2-22A (2) Reflects the average for the year, with a 10% cash dividend rate for Q3 2021, Q4 2021 and Q1 2022 ($ in millions) In a status quo scenario, Paine Schwartz’s ownership, on an as-converted basis, is expected to cross 50% by Q1 2028 (1) (2) (2)

High Breakage Costs Associated with Near-term Series B Refinancing Source: Company financials Note: (1) Based on 56.3M diluted shares outstanding; Future Share Prices are not discounted to present Growth of Equity Value Over time @7.0x EV / EBITDA Implied Future Share Price(1) Net Debt Convert. Pref. Equity ($ in millions) Convertible preferred continues to dilute to common shareholders over time

Process Recommendations and Next Steps

Key Process Alternatives Perform market check with select strategics and sponsors to drive competitive tension Execute NDAs and prepare for typical sell-side process timeline Solicitation of other potential buyers through “go-shop” provision in merger agreement Launch Term Loan B refinancing process in the near-term Expect to refinance Series B Convertible Preferred in 2024 / 2025 when breakage costs are reduced Engage with PSP on Potential Offer Discussion with other Potential Acquirors Status Quo

Peter Sykes Director Joined the AgroFresh Board of Directors in June 2022 Principal of Church Lane Advisory, an advisory and strategic investing firm Served over 20 years at Dow, retiring in July 2021 Most recently served as Vice President of Mergers & Acquisitions Replaced Torsten Kraef, the Senior Vice President of Corporate Development for Dow Dow Considerations and Positioning New Board member biography Dow ownership (on an as-converted basis)(1) Dow owns nearly 40% of the Company’s common stock (~25% post-conversion of Series B), giving it a strong influence on the outcome of any vote New Dow representative, Peter Sykes, joined the Board in June 2022 Retired from Dow in July 2021 Given spin-off in 2015, it is unlikely that Dow sees Company as an ongoing strategic investment Determine best way to inform Dow of strategic thinking – communicate through Peter or directly with Dow? Assess Dow’s return threshold Q4 2022E Source: Company Filings Note: (1) Assumes preferred stock is converted at a conversion price of $5.00 and the amount of shares outstanding remains constant from Q2-22A

Appendix

Public Market Data & Analysis

Ev / NTM EBITDA – Since January 2019 Historical Valuation Multiples Source: FactSet as of 09/06/2022 Notes: High Value Specialties includes Croda, Chr Hansen, Balchem and Novozymes; Large AgChem includes Nutrien, Mosaic, FMC Corp, CF Industries, Dow, Bayer, Corteva, BASF, Nufarm and UPL Limited; AgChem / AgTech includes FMC Corp, Scotts Miracle-Gro, Bioceres and American Vanguard; Food Safety / Security includes Ecolab, Sotera, Diversey and Neogen Company has historically traded at ~7.0x EV / NTM EBITDA since January 2019

SmartFresh Apple revenue anticipated to erode over time due to pricing pressures from generics entering the market Antimicrobials projected to be a large contributor to revenue, primarily driven by anticipated Novel Antimicrobial and Novozymes Biologics product launches in 2026 Total gross margin percentage forecasted to decline as Company diversifies into lower margin products R&D and S&M as a % of revenue decline modestly through 2026E and are largely held flat thereafter; operating leverage seen mainly from G&A efficiencies Management Finance Case: P&L Source: Company financials ($ in millions) PWP commentary 1 2 3 4 1 2 3 4

Management Finance Case: Revenue and Gross Margin Detail Source: Company financials 1 1 2 Novel Antimicrobials and Novozymes Biologics contribute a large amount to growth and revenue in the outyears Diversification growth products have significantly lower margins than legacy SmartFresh Apple PWP commentary 1 2

Management Finance Case: Cash Flow Statement Source: Company financials ($ in millions)

Limited estimates available 2024E+; only 1 broker available P&L Comparison: Consensus Estimates vs. Management Finance Case Source: FactSet, Capital IQ, Company Filings, Company financials Notes: (1) Broker estimates as of 09/06/2022 (2) Represents Finance case in management projections received on 08/25/2022 ($ in millions) Near-term management projections are in-line with consensus estimates. Difficult to compare 2024E+ projections due to lack of broker estimates

Public Comparable Companies Analysis Source: S&P Capital IQ and FactSet as of 09/06/2022, company financials Notes: Metrics are based on calendar year financials; EV / Revenue, EV / EBITDA, and P / E multiples greater than 50.0x, 75.0x, and 100.0x respectively are considered “NM”. Negative multiples are considered “NM”. “NA” indicates that a value was not available ($ in millions, except per share values) Highly preliminary & confidential – Illustrative Analyses for Discussion

Select Company Valuation Benchmarking CY2023E EV / EBITDA Source: FactSet, S&P Capital IQ as of 09/06/2022 Notes: Metrics are based on calendar year financials; EV / Revenue multiples greater than 50.0x are considered “NM”. Negative multiples considered “NM”. “NA” indicates that a value was not available; Large AgChem includes Bayer, Nutrien, Corteva, BASF, Dow, CF Industries, Mosaic, FMC Corp, UPL Limited, and Nufarm (1) FCF yield calculated as CFO less CapEx divided by Market Capitalization (2) Assumes preferred dividend payment of $14.3M per Management Case AgChem Tech High Value Specialties Food Safety / Security CY2023E FCF Yield(1) AgChem Tech High Value Specialties Food Safety / Security 5% FCF Yield including 2023E Debt Repayment and Preferred Dividend Payment(2)

Select Company Operational Benchmarking CY2022E Ebitda margin Source: FactSet, S&P Capital IQ as of 09/06/2022 Notes: Metrics are based on calendar year financials; Debt / LTM EBITDA and Net Debt / LTM EBITDA multiples with negative EBITDA are considered “NM.” “NA” indicates that a value was not available; Large AgChem includes Bayer, Nutrien, Corteva, BASF, Dow, CF Industries, Mosaic, FMC Corp, UPL Limited, and Nufarm CY2021A – CY2023E Revenue CAGR CY2022E Gross margin AgChem Tech High Value Specialties Food Safety / Security

Select Precedent Transactions Source: Company filings, Moody’s, press releases Notes: (1) Reflects forward multiple due to data availability (2) Assumes 25% EBITDA Margin per JBT Investor Presentation Highly preliminary & confidential – Illustrative Analyses for Discussion (1) (1) (1) (2) (1) (1)

Present Value of Future Share Price (Status Quo w/ No Breakage Costs) Source: Company financials Notes: Assumes valuation date of 12/31/2022; uses current FDSO, NCI, market capitalization and EV; assumes cost of equity of 18.0%. Convertible Preferred taken at face value in status quo scenario (i.e., no breakage costs included) Significant common shareholder dilution and impact in the near term from the convertible preferred Highly preliminary & confidential – Illustrative Analyses for Discussion ($ in millions)

Leveraged Buyout Analysis – Management Finance Case Illustrative transaction close: 12/31/2022 Offer price of $2.75 per share (62.7% premium)(1) Implied EV: $600M(2) Implied EV / LTM FY22E Revenue: 3.4x Implied EV / LTM FY22E Adj. EBITDA: 9.0x Minimum Operating Cash – $10M Total Transaction Debt – $266M 4.0x Term Loan at 9.0% interest rate and 1.0% annual amortization Exit – End of FY2027E (5-Year Hold) Exit Value – $1.0B (9.0x LTM Adj. EBITDA) Assumes 5% management incentive plan Tax Rate – 21%; assumes zero taxes when EBT is negative Excludes transaction expenses Assumes balance sheet as of transaction close date IRR / MOIC Sensitivity Ability to Pay Sensitivity (Offer Price / Premium(1)) Transaction Assumptions Sources & Uses ($ in millions) (3) Sources: Company financials, FactSet, Capital IQ as of 09/06/2022 Notes: (1) Premium to current share price of $1.69 as of 09/06/2022 (2) Utilizes management cash and debt projections as of 12/31/2022 (3) Represents change of control amount for Paine Schwartz Partners convertible preferred equity Highly preliminary & confidential – Illustrative Analyses for Discussion

Financial Summary Credit Statistics Leveraged Buyout Analysis – Management Finance Case (Cont’d) ($ in millions) Net Debt / LTM Adj. EBITDA Sources: Company financials Notes: Fiscal year ends Dec. 31 (1) 2022E-2026E amortization sourced from Q2-22 10Q estimated annual amortization schedule; 2027E amortization assumed to grow by (0.5%) Highly preliminary & confidential – Illustrative Analyses for Discussion (1)

Illustrative WACC Analysis – Bloomberg Source: Bloomberg, FactSet, Kroll, S&P Capital IQ as of 09/06/2022 Notes: (1) 5-year weekly Bloomberg Beta (2) Deloitte Corporate Tax Rates 2022 (3) Kroll’s supply-side long term equity risk premium (4) 20-year treasury rate as of 09/06/2022 (5) Size premium interpolated based on Kroll size premia by market cap range using assumed optimal capital structure for OptimusPrime of 80% Equity / Capitalization ($ in millions)

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