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MarketScreener Homepage  >  Equities  >  Euronext Paris  >  Arkema    AKE   FR0010313833

ARKEMA

(AKE)
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90.35 EUR   +0.30%
08/01ARKEMA : Amendment to the 2019 Universal Registration Document
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08/01ARKEMA : Investor and analyst factsheet
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08/01ARKEMA : Half-Year Financial Report
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Arkema : Amendment to the 2019 Universal Registration Document

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08/01/2020 | 11:01am EDT

AMENDMENT TO

THE 2019 UNIVERSAL REGISTRATION DOCUMENT

This amendment to the Universal Registration Document is a free translation of the French language Universal Registration Document that was filed on 30 July 2020 with the French financial markets authority (Autorité des marchés financiers - AMF) as competent authority under Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of Regulation (EU) 2017/1129.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or the admission of securities to trading on a regulated market if supplemented by a prospectus, and, if applicable, a summary of all amendments to the Universal Registration Document. These documents must be approved by the AMF in accordance with Regulation (EU) 2017/1129.

This amendment must therefore be read in conjunction with the 2019 Universal Registration Document filed with the AMF on 26 March 2020 under number D.20-0182.

This document contains a concordance and cross-reference table which regroups all information incorporated by reference, as well as updates and modifications.

The 2019 Universal Registration Document and this amendment are available on the Arkema website (www.arkema.com) under Finance/Financials/Universal Registration Document, and are also available

on the AMF website (www.amf-france.org).

It should be noted that the information available on the Company's website is not part of this amendment, excluding the information expressly incorporated by reference in this amendment. The AMF has neither reviewed nor approved the information herein.

1

CONTENTS

1.

PERSONS RESPONSIBLE ..........................................................................................................

3

2.

PROFILE, AMBITION AND STRATEGY....................................................................................

4

3.

RISKS AND INTERNAL CONTROL ...........................................................................................

8

4.

RECENT EVENTS..........................................................................................................................

9

5.

CORPORATE GOVERNANCE ..................................................................................................

10

6.

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL .............................

11

7.

FINANCIAL INFORMATION.......................................................................................................

17

8.

CONCORDANCE TABLE ...........................................................................................................

17

APPENDIX I - ADDENDUM TO THE REPORT OF THE BOARD OF DIRECTORS REGARDING

THE RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF

SHAREHOLDERS OF 19 MAY 2020........................................................................................

22

APPENDIX II - ADDENDUM TO THE REPORT OF THE BOARD OF DIRECTORS REGARDING

CORPORATE GOVERNANCE AS SET OUT IN 2019 UNIVERSAL REGISTRATION

DOCUMENT ..................................................................................................................................

24

2

1. PERSONS RESPONSIBLE

1.1 Person responsible for the Amendment to the 2019 Universal Registration Document

Thierry Le Hénaff, Chairman and Chief Executive Officer of Arkema.

1.2 Declaration by the person responsible for the Amendment to the 2019 Universal Registration Document

"I hereby declare, having taken all reasonable care to ensure that such is the case, that the information in this amendment is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its meaning."

Colombes, 29 July 2020

Thierry Le Hénaff

Chairman and Chief Executive Officer

3

2. PROFILE, AMBITION AND STRATEGY

2.1 Ambition and strategy

Since its stock market listing in May 2006, Arkema has engaged in an in-depth transformation process, strengthening its competitiveness, making significant changes to its business portfolio through acquisitions and divestments, developing a more balanced geographic footprint and investing in innovation to respond to major trends in sustainable development.

Convinced that demand for innovative and sustainable materials can only continue to grow in response to new social needs linked to the development of mobility, greater environmental awareness and increasing urbanization, the Group has developed unique expertise in materials centered around bonding and assembly solutions, substitution by lighter or bio-based materials, and coatings and protection. The combination of these three competencies within one player in the chemicals industry is unique, and allows Arkema to benefit from strong synergies in terms of innovation, business development and industrial know-how.

On 2 April 2020, during the Investor Day, Arkema announced the launch of a new phase in its transformation based on these three areas of expertise. They are now regrouped into three coherent and complementary segments, Adhesive Solutions, Advanced Materials and Coating Solutions, which represented close to 80% of Group sales in 2019, and constitute the Specialty Materials platform on which Arkema's long-term vision is based. Over the next five years from 2020 to 2024, the Group will focus its efforts and development on this platform, in line with its ambition to become a global leader in Specialty Materials, that is able to offer the most innovative and sustainable solutions to meet the current and future challenges of its customers.

In addition to this platform, there are Intermediate chemicals, which are more cyclical in nature, regrouping PMMA, Fluorogases and Asia Acrylics. The share of these activities will be gradually reduced over time as the Group implements a specific strategy for each of them. In particular, the Group has begun examining the potential divestment of PMMA, as well as the possible alternatives to minimize exposure to the most emissive Fluorogas applications and rebalance its Asia Acrylics business between upstream and downstream.

By 2024, Arkema's ambition is to become a pure player in Specialty Materials, with a resilient and simplified portfolio with high profitability and strong cash generation. Arkema is aiming to generate sales of €10 to €11 billion, and an EBITDA margin of around 17% versus the current 15.8% for the Specialty Materials business. To complete this new step in its development, the Group intends to draw on its numerous innovation projects and investments in major projects such as the expansion of its specialty polyamides in Asia, which will help for example meet the challenges of materials lightweighting, 3D printing, new energies or energy efficiency in buildings. Arkema also intends to play an active part in the consolidation of the adhesives market.

In a world undergoing profound changes, innovation, corporate social responsibility and commercial excellence are more than ever at the core of the Group's strategy.

In addition, Arkema will retain its strict financial discipline, with a 2024 objective of a net debt to EBITDA ratio (including hybrid bonds) of less than 2 and a return on capital employed of more than 10%.

Between 2020 and 2024, the Group's cash generation is expected to grow further compared with the 2015-2019 period. By maintaining the net debt (including hybrid bonds) to EBITDA ratio at around end-2019 levels, it should allow Arkema to finance major organic growth projects and portfolio management operations, as well as to reward its shareholders, with a goal to gradually increase the payout ratio to around 40% by 2024. This should also allow for opportunistic share buyback operations in favorable market conditions.

The 2024 targets outlined in this document are based on the Group's current best estimates. Achieving these targets will depend on the duration and long-term economic impacts of the Covid-19 crisis.

Page 4

2.2 Group activities

In line with the long-term ambition set out above, Arkema is now organized around three complementary, coherent business segments dedicated to Specialty Materials, namely Adhesive Solutions, Advanced Materials and Coating Solutions, and an Intermediates business segment consisting of activities with more volatile results.

The Adhesive Solutions segment is headed by a member of the Executive Committee, and the Advanced Materials, Coating Solutions and Intermediates segments are under the responsibility of a Chief Operating Officer who is also a member of the Executive Committee. Both of them report to the Chairman and CEO.

The Chief Operating Officer is supported by three other Executive Committee members, who report to him and are respectively in charge of the Coating Solutions business segment and each of the two Business Lines (1) making up the Advanced Materials business segment: High Performance Polymers and Performance Additives.

The composition of the business segments is as follows:

  • the Adhesive Solutions segment comprises the following Business Lines:
  1. Construction and Consumer, providing solutions for construction, renovation of buildings, and

DIY,

    1. Industrial Assembly, comprising high performance adhesives for durable goods, and adhesive solutions for packaging and non-woven.
  • the Advanced Materials segment comprises the following Business Lines:
    1. High Performance Polymers, consisting of specialty polyamides and PVDF,
    1. Performance Additives, covering interface agents combining specialty surfactants and molecular sieves, organic peroxides, thiochemicals and hydrogen peroxide.
  • the Coating Solutions segment comprises the following Business Lines:
    1. Coating resins, combining the EU/US acrylics activities and coating resins,
    1. Coating additives, combining Sartomer photocure specialties and Coatex rheology additives.
  • the Intermediates segment comprises the following activities:
    1. Fluorogases,
  1. PMMA,
  1. Asia Acrylics.

ADHESIVE SOLUTIONS

ADVANCED MATERIALS

COATING SOLUTIONS

INTERMEDIATES

Construction

Industrial

High

Performance

Coating

Coating

PMMA

and

Assembly

Performance

Additives

Resins

Additives

Fluorogases

Consumer

Polymers

Asia Acrylics

SPECIALTY MATERIALS

  1. Business Lines are activities or groups of activities.

Page 5

The 2019 key figures are set out below on the basis of this new segmentation:

2019*

Adhesive

Advanced

Coating

(In millions of euros)

Solutions

Materials

Solutions

Intermediates

Corporate

Total

Sales

2,055

2,693

2,148

1,816

26

8,738

EBITDA

264

584

310

381

(82)

1,457

EBITDA margin

12.9%

21.7%

14.4%

21.0%

16.7%

Recurring depreciation and

(59)

(231)

(113)

(120)

(8)

(531)

amortization

Recurring operating income (REBIT)

205

353

197

261

(90)

926

Capital expenditure

67

328

122

99

19

635

Of which: recurring capital expenditure*

67

205

121

99

19

511

Capital employed

2,612

2,645

1,432

984

244

7,917

ROCE

7.8%

13.3%

13.8%

26.5%

11.7%

2.2.1 Adhesive Solutions (24% of total 2019 Group sales)

Adhesive Solutions (Bostik) include all of Arkema's adhesivess, glues and sealants for the construction and consumer markets, as well as for a large number of industrial markets. In 2019, Bostik reported sales of €2 billion, making it one of the global leaders in adhesive solutions.

Adhesive Solutions are organized into two Business Lines:

  • Construction and Consumer, which includes Bostik's solutions for construction and building renovation (adhesive solutions for floors, tiles, waterproofing, joints, assembly, insulation and wall and floor surface preparation); and
  • Industrial Assembly, which includes Bostik's solutions in industrial adhesives for durable goods (automotive, aeronautics, etc.) and consumer goods (hard and soft packaging, labels, etc.) and hygiene.

2024 AMBITION

By 2024, Arkema's ambition is to reach a new level in Adhesives Solutions in terms of size and profitability, and to consolidate its position as a global market leader. For this segment, the Group is aiming for high single-digit annual sales growth, including acquisitions, and a significant increase in EBITDA margin to approximately 16% in 2024 versus 13% in 2019.

STRATEGY AND MAIN GROWTH DRIVERS

Over the next years, the very significant increase in the size of the Adhesive Solutions segment will require in particular:

-the continuation of bolt-on acquisitions in what is a still fragmented market, with the ambition of carrying out two to three small operations per year and one to three medium-sized acquisitions over the period. These acquisitions are expected to contribute to approximately two-thirds of the segment's sales growth, and

  • sustained organic growth in high performance industrial adhesives in response to growing needs in lightweight solutions and in clients' technical expectations, as well as in sealants and flooring adhesive systems in the construction and consumer markets, where growth is driven by new environmental regulations and their increasingly widespread application in emerging countries.
    This growth will also rely on the continuation of geographic expansion, mainly in high-growth countries and regions such as China, India, Southeast Asia, Latin America and the Middle East.

Page 6

In addition, in order to continue improving its financial performance, Bostik will be launching a new phase of cost rationalization, and strengthening its operational and commercial excellence programs.

2.2.2 Advanced Materials (31% of total 2019 Group sales)

The Advanced Materials segment is particularly exposed to the major challenges of sustainable development. Thanks to substantial investments in innovation and R&D, the segment proposes a wide range of high-tech solutions to meet the growing and increasingly complex needs of customers in lightweighting, new energies (batteries, wind, etc.), access to water, bio-sourced or recyclable materials, as well as new production processes (3D printing), particularly for cutting-edge sectors such as aeronautics, electronics, health, nutrition, oil and gas extraction, automotive and sports.

Advanced Materials are organized into two Business Lines:

  • High Performance Polymers, which provide particularly interesting properties to materials (mechanical, chemical and thermal resistance, etc.) allowing them to be used in a very wide range of high-value added applications;
  • Performance Additives, comprising tailor-made solutions which are essential to improve the efficiency of certain materials or optimize production processes.

2024 AMBITION

By 2024, Arkema's ambition is to accelerate organic growth in Advanced Materials while maintaining a high level of profitability. The Group is therefore targeting for this segment average organic sales growth of around 4% per year and a stable EBITDA margin of around 22%.

STRATEGY AND MAIN GROWTH DRIVERS

Over the following years, Arkema intends to maintain a high level of investment and innovation in Advanced Materials in order to meet the exponential demand for sustainable materials.

Growth in the segment will notably come from new innovative developments in high-value added and high-growth applications that address major sustainable development challenges (3D printing, water treatment, consumer electronics, aeronautics), as well as from new manufacturing capacities, mainly in Asia. The Group is also committed to strengthening its strategic and technological partnerships with its customers, which are the source of a multitude of developments and disruptive innovation opportunities, in particular in thermoplastic composites, lithium-ion batteries, mineral extraction solutions and animal nutrition.

Lastly, although future growth in Advanced Materials is expected to remain essentially organic, Arkema has not excluded the possibility of bolt-on acquisitions in order to strengthen its portfolio of technologies and to diversify its end-markets even further.

2.2.3 Coating Solutions (24% of total 2019 Group sales)

The Coating Solutions segment includes the entire range of Arkema's materials and technologies for the coating market (decorative paints, industrial coating). The Group's offering of high-performance solutions and innovative technologies make it a global leader in this market that is exposed to increasingly strict environmental standards. Its coherent activities are backed by a competitive upstream in acrylic monomers. The segment is organized into two Business Lines: Coating Resins and Coating Additives.

2024 AMBITION

By 2024, Arkema intends to accelerate its sales growth in Coating Solutions to almost 3% per year on average while increasing its profitability in order to raise its EBITDA margin to around 16% versus 14.4% in 2019.

Page 7

STRATEGY AND MAIN GROWTH DRIVERS

To accelerate its growth, the Coating Solutions segment will strengthen the presence of its downstream activities in higher-growth regions such as Asia. It will also actively pursue the development of its sustainable offering, notably in solutions with low volatile organic compounds, such as powder resins, photocure resins and water-based emulsions, which meet customers' growing needs for solutions that are ever more respectful of the environment. Arkema may also carry out bolt- on acquisitions to continue to reinforce its portfolio of technologies and its geographic presence in downstream activities.

These developments will be underpinned by measures to improve operational efficiency and by the reinforced integration between the upstream and downstream, thereby raising the segment's global performance and resilience.

2.2.4 Intermediates (21% of total 2019 Group sales)

The Intermediates segment combines three activities in which the Group has strong positions and high quality assets, but where results are more volatile: PMMA, Fluorogases and Asia Acrylics.

Early April 2020, the Group announced that it was initiating a review of these activities in order to define and implement differentiated strategies for each activity, enabling Arkema to maximize value. During this review, the Group will assess the different alternatives that may potentially include divestments or partnerships.

In particular, the Group is considering the divestment of its PMMA activity. PMMA is a material that offers numerous properties as it can act as a substitute for glass or offer health protection qualities, but those properties do not match those of high-performance polymers.

The Group will also examine alternatives to reduce its exposure to the most emissive fluorogas applications, particularly those used for air conditioning and industrial refrigeration. These applications currently represent three-quarters of the activity's sales.

Lastly, the Group will review options to rebalance its acrylic activities in Asia between the upstream and downstream, notably through new partnerships upstream and targeted acquisitions downstream. As part of its strategic review, the Group finalized on 1 June 2020 the divestment of its Functional Polyolefins business, which generated annual sales of around €250 million.

3. RISKS AND INTERNAL CONTROL

At the date of this document, the main risks to which Arkema considers it is exposed, as set out in section 2.1 "Main risks" of the 2019 Universal Registration Document, continue to be applicable. However, Arkema wishes to amend the section 2.1.3 "Operational risks" as follow:

Dependency on suppliers

Arkema France signed an electricity supply agreement with EDF covering some of its industrial sites for a 25-year period (1996-2020) in return for payment to EDF of a sum corresponding to a drawing right. In first-half 2020, Arkema France negotiated new supply conditions for its industrial sites.

Risks related to the disruption caused by the Covid-19 public health crisis (added following the Board of Directors' meeting of 26 February 2020)

The consequences of the Covid-19 epidemic, notably financial ones, are regularly updated in the Group's financial communication, in particular in the half-year 2020 financial report incorporated by reference in this document. In the first quarter, disruptions from the Covid-19 crisis had an impact of around €45 million on the Group's EBITDA.

Page 8

4. RECENT EVENTS

4.1 Highlights

Highlights are described in the half-year 2020 financial report, incorporated by reference in this document (www.finance.arkema.com).

4.2. Press releases

4.2.1 Press release of 15 April 2020

On 15 April 2020, Arkema published:

  • a press release relating to its solidarity commitment in response to the Covid-19 crisis;
  • a press release relating to the procedures for the combined general meeting of shareholders of 19 May 2020.

4.2.2 Press release of 6 May 2020

On 6 May 2020, Arkema published a press release relating to its first-quarter 2020 results.

4.2.3 Press release of 19 May 2020

On 19 May 2020, Arkema published a press release relating to the combined general meeting of shareholders of 19 May 2020.

4.2.4 Press release of 2 June 2020

On 2 June 2020, Arkema published a press release relating to the finalization of the divestment of its Functional Polyolefins business.

4.2.5 Press release of 3 June 2020

On 3 June 2020, Arkema published a press release relating to the announcement of its innovative partnership with American company Nutrien Ltd, a world leader in agrochemicals, which will supply Arkema with anhydrous hydrogen fluoride for its Calvert City site in Kentucky.

4.2.6 Press release of 5 June 2020

On 5 June 2020, Arkema published a press release relating to its new membership of the World Business Council for Sustainable Development (WBCSD).

4.2.7 Press release of 20 July 2020

On 20 July 2020, Arkema published a press release relating to its reinforcement in high performance thermobonding adhesives with the acquisition of Fixatti.

4.2.8 Press release of 30 July 2020

On 30 July 2020, Arkema published a press release relating to its second-quarter 2020 results.

Page 9

5. CORPORATE GOVERNANCE

5.1 Employees' representation on the Board of Directors

In accordance with the Articles of Association as amended by the combined annual general meeting of Arkema's shareholders of 19 May 2020, and with the provisions of article L. 225-27-1 of the French Commercial Code (Code de commerce) modified by French Law no. 2019-486 of 22 May 2019 on the action plan for business growth and transformation (the Pacte law), at the meeting of the European Group Works Council of 3 July 2020:

  • the French Group Works Council (whose functions are assured by the French delegation of the European Works Council) elected to reappoint Nathalie Muracciole as director representing employees for a four-year term. Nathalie Muracciole's biography is presented on page 98, section 3.2.1.3 of the 2019 Universal Registration Document;
  • the European Works Council appointed Susan Rimmer as the second director representing employees for a four-year term. She joined Arkema's Board of Directors on 29 July 2020.

Susan Rimmer

DIRECTOR REPRESENTING EMPLOYEES

Date of first appointment: 3 July 2020

Date appointment expires: European Group Works Council meeting following the annual general meeting held to approve the financial statements for 2023 financial year

Nationalities: British and French

Business address: Arkema, 420, rue d'Estienne d'Orves, 92700 Colombes, France

PROFESSIONAL EXPERIENCE

Born in 1975 of British and French nationality, Susan Rimmer holds an honors degree from the University of York in the United Kingdom and the Ecole Centrale de Marseille in France. She started her career at Cray Valley Ltd. in Wales as a Technical Service Chemist then became Demand Manager.

Expatriated to Cray Valley SA in 1999, first at the Villers-Saint-Paul site then at the Centre de Recherche de l'Oise R&D Centre, she held several positions in technical services, sales and product regulation.

She joined Arkema in 2011. In 2013, she became EMEA Product Stewardship and Sales Administration Manager for the Fluorochemicals Business Unit.

Since April 2019, she holds the position of Global Product Stewardship Manager within Arkema Coating Resins.

Susan Rimmer is currently a member of the Social and Economic Committee at the Colombes headquarters and the European Group Works Council.

OTHER OFFICES CURRENTLY HELD*

OTHER OFFICES HELD IN THE PAST FIVE YEARS BUT NOW EXPIRED*

France

Expired in 2019

► None

► None

International

Expired from 2015 to 2018

► None

► None

  • Outside the Arkema Group.

In accordance with article L. 225-30-2 of the French Commercial Code, as modified by the Pacte law, Nathalie Muracciole and Susan Rimmer are eligible for a minimum of 40 hours of training per year, the content of which is set by the Board of Directors in agreement with Nathalie Muracciole and Susan Rimmer.

Excluding these modifications, the breakdown of the Board of Directors as described in section 3.2.1 of the 2019 Universal Registration Document remains unchanged.

In accordance with the AFEP-MEDEF Code, which provides that the directors representing employees and directors representing shareholder employees should not be included when calculating the rate of independence for directors, the rate of independence of the Board of Directors remains at 64% (seven directors out of eleven).

Page 10

In addition, in accordance with articles L. 225-23 and L. 225-27-1 of the French Commercial Code, which provides that the directors representing employees and directors representing shareholder employees should not be included when calculating the proportion of women directors, this proportion remains at 45% (five directors out of eleven).

5.2 Compensation policies applicable to the Chairman and Chief Executive Officer and directors

In the context of the Covid-19 health crisis, Thierry Le Hénaff and the Board of Directors have agreed that the annual fixed and variable compensation defined for his new term of office will only take effect from 1 January 2021. The compensation conditions currently in force will continue to apply until said date. Accordingly, the increase in annual compensation (fixed and variable) as part of the changes to the compensation policy for Thierry Le Hénaff provided for in section 3.4.2.1 of the 2019 Universal Registration Document (pages 119 to 124), will not be paid during the 2020 financial year and will apply from 1 January 2021.

Furthermore, in a personal contribution to the solidarity effort, Chairman and Chief Executive Officer Thierry Le Hénaff has decided to donate 15% of his net fixed compensation received in the second quarter of 2020 to the Fondation de France's "Tous unis contre le virus" (All United Against Coronavirus) alliance.

The Board of Directors also decided that changes to the rules for allocating compensation to directors excluding the Chairman and Chief Executive Officer, i.e., the increase in variable compensation for directors linked to their attendance at Board and Committee sessions, as set out in the compensation policy for directors in section 3.4.1.1 of the 2019 Universal Registration Document (pages 116 and 117), will only take effect from 1 January 2021.

The addendum to the Board of Directors' report on the resolutions presented to the combined general meeting of shareholders of 19 May 2020, published on the Company's website on 15 April 2020 and presented in Appendix I to this document, was notably used to modify the sixth and seventh resolutions on the approval of the compensation policy for directors excluding the Chairman and Chief Executive Officer, and the compensation policy for the Chairman and Chief Executive Officer, respectively.

On 15 April 2020, the Board of Directors also published an addendum to its corporate governance report provided for in article L. 225-37 of the French Commercial Code, which is set out in Appendix II of this document.

6. INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

6.1 Amount of share capital and history

At 30 June 2020, the Company's share capital was €767,364,760 divided into 76,736,476 fully paid-up shares of the same class, with a par value of €10 per share. At that date, 377,904 shares were held in treasury. At 1 January 2020, the Company's share capital was made up of 76,624,220 shares.

Since the beginning of the 2020 financial year, the number of shares has increased by 112,256 shares, which in turn resulted in a share capital increase reserved for employees.

Amount of

Total number

Nature of

Number of

Capital

Share

Date

capital

of shares

operation

shares issued

increase

premium

21 April

767,364,760

76,736,476

Capital

112,256

1,122,560

€6,573,711.36

2020

increase

reserved for

employees

Page 11

6.2 Authorized but unissued capital: authorizations to increase the share capital

At the date of this document, there were no securities, other than the Company's shares, giving access to the Company's share capital.

The following table summarizes the outstanding delegations of authority and authorizations granted by the shareholders' annual general meeting to the Board of Directors, in particular to increase the share capital, as well as their use:

Date of

Use at date of

Duration

Maximum

document

Type of

annual

Description

of

authorized

(unless

authorization

general

authorization

nominal value

otherwise

meeting

specified)

Issue shares in the Company

50% of the

Company's share

and/or securities giving access

Capital

capital at

to shares in the Company with

19 May 2020

26 months

None

increase

19 May 2020

preferential subscription rights

€1 billion

(A)

(debt securities)

Issue shares in the Company

and/or securities giving access

to shares in the Company, by

means of a public offering

10% of the

other than those referred to in

Company's share

article L. 411-2 1° of the

Capital

capital at

French Monetary and Financial

19 May 2020

26 months

None

increase

19 May 2020

Code (Code monétaire et

€1 billion

financier), without preferential

(debt securities)

subscription rights but

with a mandatory priority

period of at least three days

(B)

Increase the share capital,

without preferential

subscription rights, through the

10% of the

issue of

Company's share

shares and/or securities giving

Capital

capital at

access to shares in the

19 May 2020

26 months

None

increase

19 May 2020

Company,

€1 billion

by means of a public offering

(debt securities)

referred to in article L. 411-2 1°

of the French Monetary and

Financial Code (C)

In the event of the issue of

shares without preferential

subscription rights, set the

10% of the

issue price in accordance with

Capital

Company's share

the terms set forth by the

19 May 2020

26 months

None

increase

capital over a 12-

annual general meeting up to a

month period

maximum of 10% of the share

capital over a 12-month period

(D)

10% of the

Issue shares in the Company,

Company's share

Capital

within the limit of 10% of the

19 May 2020

26 months

capital at 19 May

None

increase

share capital, as compensation

2020 (amount

for contributions in kind (E)

included in the

(C) limit)

Page 12

In the event of a share capital

15% of the initial

issue, subject to

increase with or without

Capital

the limit stated in

preferential subscription rights,

19 May 2020

26 months

None

increase

the resolution

increase the number of shares

authorizing the

to be issued (F)

issue

50% of the

Company's share

capital at 19 May

2020: maximum

overall nominal

amount of the

Overall limit of authorizations

capital increases

set out in (A) to

Capital

to increase the Company's

19 May 2020

26 months

(F);

None

increase

share capital immediately

10% of the

and/or in the future

Company's share

capital at 19 May

2020: overall

amount of the

capital increases

set out in (C) and

(E)*

Capital

Carry out share issues

reserved for members of a

19 May 2020

26 months

€13.5 million

None

increase

company savings plan

€100 per share

10% of the total

Use at

number of shares

Share

Carry out a share buyback

30 June 2020:

19 May 2020

18 months

comprising the

buyback

program

see section 6.3

Company's share

below

capital

1,500,000 shares

Grant of

Performance

Grant free shares in the

(less than 2% of

368,980

Company subject to

21 May 2019

38 months

the share capital

shares**

shares

performance conditions

at

(29

21 May 2019)

October 2019)

Capital

Reduce the share capital by

21 May 2019

24 months

10% of the share

None

reduction

canceling shares

capital

  • Please also note that, on 4 May 2020, the Company confirmed the intention of the Board of Directors to cap the maximum nominal amount of share capital increases likely to be carried out, either immediately or in the future, without a priority period for shareholders, pursuant to the delegations granted in the authorizations (B), (C), (E) and (F), at 10% of the Company's share capital at the date of the annual general meeting. Any amounts issued under these resolutions without a priority period for shareholders will therefore be included in the limit for issues without preferential subscription rights.
  • This number could be increased to 436,531 in case of outperformance.

There are no other securities giving access to the Company's capital either immediately or in the future.

Page 13

6.3 Treasury shares

Review of share buyback program authorized on 19 May 2020 (2020 share buyback program)

The combined annual general meeting of 19 May 2020 authorized the Board of Directors to implement a share buyback program capped at 10% of the share capital and subject to a maximum purchase price per share of €100. This authorization, which supersedes the unused portion of the authorization granted by the annual general meeting of 21 May 2019, was granted for an 18-month period from the annual general meeting of 19 May 2020, i.e., until 18 November 2021. It is therefore still in force at the date of this document.

Based on the share capital at 30 June 2020, the maximum amount that may be dedicated to the share buyback program may not exceed €767,364,760.

At its meeting of 26 February 2020, the Board of Directors decided to implement the share buyback program subject to the authorization of the combined annual general meeting of 19 May 2020. Said combined annual general meeting approved the eleventh resolution on the implementation of the share buyback program (see section 6.7 below).

Transactions carried out as part of the 2020 share buyback program

At 19 May 2020, when the annual general meeting approved the 2020 share buyback program, the Company held, directly or indirectly, 258,904 treasury shares.

The following tables provide a summary of the transactions carried out as part of the 2020 share buyback program.

SUMMARY STATEMENT AT 30 JUNE 2020

Number of shares comprising the Company's capital at 19 May 2020

76,736,476

Treasury shares held directly or indirectly at 19 May 2020

258,904

Number of shares purchased between 20 May 2020 and 30 June 2020

119,000

Weighted average gross price of shares purchased (in euros)

79.35

Number of treasury shares at 30 June 2020

377,904

Number of shares canceled in the last 24 months

None

Book value of portfolio (in euros)

29,148,195

Market value of portfolio (in euros) based on closing price at 30 June 2020, i.e.,

€85.14

32,174,747

Aggregate gross

Open positions at 30

movements

June 2020

Summary of transactions carried out

Open

Open

through the program between 19 May

buying

selling

2020 and 30 June 2020

Purchases

Sales/transfers

positions

positions

Number of shares

119,000

-

-

-

Average price of transaction (in euros)

79.35

-

-

-

Amounts (in euros)

9,442,437

-

-

-

Breakdown of treasury shares by objective

At 30 June 2020, the Company's 377,904 treasury shares were allocated for the purpose of covering the Company's plans to grant free shares to its employees and executive officers and those of its affiliated companies.

Page 14

6.4 Share ownership

6.4.1 Breakdown of share ownership and voting rights at 30 June 2020

The breakdown of the share capital was established on the basis of a total number of 76,736,476 shares at 30 June 2020, carrying 86,831,108 voting rights (including double voting rights and after deduction of treasury shares), the threshold disclosures made to the AMF or the Company, and an analysis carried out by the Company based on identifiable bearer shares (Titres au Porteur Identifiable - TPI). TPI procedures were carried out at the end of 2019, 2018 and 2017, as well as at 30 June 2020.

To the best of the Company's knowledge, the breakdown of Arkema's share ownership and voting rights at 30 June 2020 was as follows:

Main shareholders owning at least

% of

5% of the share capital and/or

% of voting

theoretical

voting rights:

% of share capital

rights

voting rights*

Employee share ownership**(1)

6.6

10.7

10.7

Fonds Stratégique de

7.7

12.3

12.3

Participations(2)

Norges Bank

5.3

4.7

4.7

NNS

5.0

4.4

4.4

Treasury shares

0.5

0.0

0.4

Public

74.9

67.9

67.5

TOTAL

100.0

100.0

100.0

  • Pursuant to article 223-11 of the AMF's general regulations, the number of theoretical voting rights is calculated on the basis of all shares.
  • See details presented in section 6.4.2 below.
  1. To the Company's knowledge, the Arkema Actionnariat France and Arkema Actionnariat International company mutual funds (Fonds Commun de Placement d'Entreprise - FCPE) held 5.7% of the Company's share capital at 30 June 2020, representing 9.8% of the Company's voting rights. These funds include the shareholdings of employees of the Arkema Group (see section 6.4.2 below), Total and Kem One (a business divested in 2012).
  2. Fonds Stratégique de Participations (FSP) is a member of the Board of Directors and is represented by Isabelle Boccon-Gibod.

To the Company's knowledge, there are no other shareholders other than those mentioned above, holding, directly or indirectly, more than 5% of the Company's share capital and/or voting rights.

6.4.2 Employee share ownership

According to the definition of employee share ownership under the terms of article L. 225-102 of the French Commercial Code, the number of Arkema shares held by employees at 30 June 2020 was 5,086,653, representing 6.6% of the share capital and, taking into account double voting rights, 10.7% of the voting rights. This may be broken down as follows:

Shares held by Group employees within the Arkema Actionnariat France FCPE

2,960,912

Shares held by Group employees within the Arkema Actionnariat International

FCPE

409,976

Direct registered shares held within a group savings plan (Plan d'Épargne Groupe)

339,277

Shares arising from the exercise of stock options and held as direct registered

shares within a group savings plan

230,381

Free shares

1,146,106

TOTAL EMPLOYEE SHARE OWNERSHIP

5,086,653

Page 15

6.4.3 Legal threshold disclosures

The following legal threshold disclosures have been made to the AMF since the date of the 2019 Universal Registration Document and up to the date of this document:

Company

Date threshold crossed

Threshold crossed

BlackRock Inc.

2 March 2020

exceeded the 5% share capital

threshold

BlackRock Inc.

3 March 2020

dropped below the 5% share capital

threshold

NNS Luxembourg S.à r.l. and

7 April 2020

exceeded the 5% share capital

NNS 3 S.à r.l.-SPF

threshold

BlackRock Inc.

9 April 2020

exceeded the 5% share capital

threshold

BlackRock Inc.

14 April 2020

dropped below the 5% share capital

threshold

Norges Bank

8 May 2020

exceeded the 5% share capital

threshold

Norges Bank

13 May 2020

exceeded the 5% voting rights

threshold

Norges Bank

14 May 2020

dropped below the 5% voting rights

threshold

Norges Bank

28 May 2020

exceeded the 5% voting rights

threshold

Norges Bank

3 June 2020

dropped below the 5% voting rights

threshold

FCPE Arkema actionnariat

3 July 2020

exceeded the 5% share capital

France

threshold

FCPE Arkema actionnariat

8 July 2020

dropped below the 5% share capital

France

threshold

6.5 Dividend policy

Faced with the Covid-19 crisis, in the spirit of solidarity and responsibility towards all stakeholders, the Board of Directors decided to reduce the dividend proposed on 26 February 2020 for 2019 to €2.20 per share, representing a 12% decline compared to previous year's level, and around 20% compared to the amount originally announced. The Board of Directors also signaled its intent, when a return to normality takes shape and the appropriate conditions are met, to restitute this difference to shareholders in a manner yet to be defined. The addendum to the Board of Directors' report on the resolutions presented to the combined general meeting of shareholders of 19 May 2020, published on the Company's website on 15 April 2020, and appearing in Appendix I of this document, was notably used to modify the third resolution on the allocation of profit and distribution of dividends.

6.6 Combined general meeting of shareholders of 19 May 2020

The Company's combined general meeting of 19 May 2020 adopted all of the resolutions proposed by the Company's Board of Directors, as set out in chapter 7 "Annual General Meeting" of the 2019 Universal Registration Document, and supplemented by the addendum to the Board of Directors' report on the resolutions presented to the combined general meeting of shareholders of 19 May 2020, published on the Company's website on 15 April 2020, as well as the notice of meeting in the French legal gazette (BALO) no. 51 of 27 April 2020.

The results of the votes on the resolutions are available in full on the Company's website (https://www.arkema.com/en/investor-relations/annual-general-meeting/2020/).

Page 16

7. FINANCIAL INFORMATION

7.1 First-quarter 2020 results

On 6 May 2020, Arkema published a press release on its first-quarter 2020 results. This press release is referred to in section 4.2.2 "Press release of 6 May 2020".

7.2 Half-year financial report

A press release on the Group's second quarter results, including the condensed consolidated financial statements for first-half 2020 as approved by Arkema's Board of Directors on 29 July 2020, was released on 30 July 2020. It is referred to in section 4.2.8 "Press release 30 July 2020". The 2020 half-year financial report is incorporated by reference in this document (www.finance.arkema.com).

8. CONCORDANCE TABLE

This concordance table contains the main sections provided for in Annexes 1 and 2 of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, and refers to sections of the 2019 Universal Registration Document, the half-year 2020 financial report and this Amendment to the 2019 Universal Registration Document, where information on each of these sections can be found.

Page 17

Sections in Annexes 1 and 2 of Commission

2019 Universal

Amendment to the 2019

Delegated Regulation (EU) 2019/980

Registration

Universal Registration

Document

Document (the

"Amendment") and the

Half-year 2020 financial

report

1.

PERSONS

RESPONSIBLE, THIRD

Chapter 8, pages 390- 1, page 3 of the Amendment

PARTY INFORMATION,

EXPERTS'

391

REPORTS

AND

COMPETENT

AUTHORITY APPROVAL

1.1

Identity of persons responsible for the

8.1.1, page 390

1.1, page 3 of the

information

Amendment

1.2

Declaration by persons responsible

8.1.2, page 390

1.2, page 3 of the

Amendment

1.3.

Statement by experts and declaration of

None

interest

1.4

Confirmation

regarding

information

None

sourced from a third party

1.5

Declaration of notification with the

None

competent authority

2.

STATUTORY AUDITORS

8.1.3, page 390

3.

RISK FACTORS

2.1, pages 64-77 3, page 8 of the Amendment

and 1.7, page 13 of the half-

year 2020 financial report

4.

INFORMATION ABOUT THE ISSUER

6.1.1, page 344

4.1

Legal and commercial name

6.1.1, page 344

4.2

Place of registration, registration number

6.1.1, page 344

and legal entity identifier ("LEI")

4.3

Date of incorporation and length of life

6.1.1, page 344

5.1.4.4 Domicile, legal form, applicable

6.1.1, page 344

legislation, country of incorporation,

address, telephone number, website

5.

BUSINESS OVERVIEW

Chapter 1, pages 36-

61

5.1

Principal activities

1.2, pages 45-58

2.2, page 5 of the

Amendment

5.2

Principal markets

1.2, pages 45-58

2.2, page 5 of the

Amendment

5.3

Important events in the development of

6.1.1, page 344

business

5.4

Strategy and objectives

Profile, ambition and

2, page 4 of the Amendment

strategy, pages 12, 13

and 15-25

5.5 Dependence on patents and licenses, 1.1.3, 2.1.3 and 2.1.4,

industrial,

commercial

or financial pages 42, 69 and 73

contracts

or

new

manufacturing

processes

5.6

Competitive position

1.2, pages 45-58

2.2, page 5 of the

Amendment

5.7

Investments

5.1.7, page 244

5.7.1

Material investments

5.1.7, page 244

Page 18

5.7.2

Material investments that are in progress

Profile, ambition and

or for which firm commitments have

strategy, pages 18-19

already been made

5.7.3

Information regarding significant joint

5.3.3 and 6.1.2, pages

ventures and undertakings

261 and 345

5.7.7

Environmental issues that may affect the

4.3.3, pages 173-188

utilization of tangible fixed assets

6.

ORGANIZATIONAL STRUCTURE

6.1.2, page 345

6.1

Brief description of the Group

6.1.2, page 345

6.2

List of significant subsidiaries

Note D to the

consolidated financial

statements and 6.1.2,

pages 316 and 345

7.

OPERATING AND FINANCIAL REVIEW

5.1, pages 238-249 1.1, page 3 and 1.4, page 6

of the half-year 2020

financial report

7.1

Financial condition

5.1, page 238 1.4, page 6 of the half-year

2020 financial report

7.1.1

Changes to businesses and results

5.1, page 238 1.4, page 6 of the half-year

2020 financial report

7.1.2

Likely future development and activities

1.1 and 5.2, page 36

2.1, page 4 of the

in the field of research and development

and 250

Amendment

7.2

Operating results

5.1.5, page 240

1.4.1, page 6 of the half-year

2020 financial report

8.

CAPITAL RESOURCES

5.1.8, pages 246-247

8.1

Information about the issuer's capital

5.1.8 and 5.1.9, pages

resources

246-248

8.2

Issuer cash flow

5.1.7, page 244

8.3

Borrowing requirements and funding

5.1.8.1, page 246

structure

8.4

Restrictions on the use of capital

5.1.8.2, page 247

resources in operations

8.5

Anticipated sources of funds

2.1.6, page 76

9.

REGULATORY ENVIRONMENT

Chapter 2, pages 63-

84

10.

TREND INFORMATION

5.2, page 250 1.8, page 14 of the half-year

2020 financial report

11.

PROFIT FORECASTS OR ESTIMATES

None

12.

ADMINISTRATIVE, MANAGEMENT

3.2, pages 87-104

AND SUPERVISORY BODIES AND

SENIOR MANAGEMENT

12.1

Members of administrative, management

3.2.1.2, 3.2.1.3 and

5.1, page 10 of the

or supervisory bodies

3.2.3, pages 90, 93 Amendment and 1.3, page 5

and 103

of the half-year 2020

financial report

12.2

Conflicts of interests within

3.2.1.1, 3.2.1.2 and

administrative, management or

3.2.3, pages 87, 90

supervisory bodies and senior

and 103

management

13.

REMUNERATION AND BENEFITS

3.4, pages 116-133

13.1

Remuneration paid and benefits in kind

3.4, pages 116-133

5.2, page 11 of the

Amendment

Page 19

13.2

Amounts set aside or accrued to provide

3.4.1, 3.4.2, 3.4.3 and

for pension, retirement or similar benefits

note 21 to the

consolidated financial

statements, pages

116, 119, 132 and 298

14.

BOARD PRACTICES

3.2. and 3.3, pages 87-

115

14.1

Date of expiration of the current terms of

3.2.1.2, page 90

office and the period during which the

person has served in that office

14.2

Service contracts for the issuer's

3.2.3.4, page 103

administrative,

management

or

supervisory bodies

14.3

Information on the Audit Committee and

3.3.4.1 and 3.3.4.2,

Remuneration Committee

pages 112 and 114

14.4

Statement on corporate governance

3.1, page 86

14.5

Potential material impacts on the

3.2 and 3.3, pages 87-

corporate

governance,

including

future

115

changes in the board and committees

composition

15.

EMPLOYEES

4.4, pages 189-214

15.1

Number of employees

4.4.1, pages 189-204

15.2

Directors' shareholdings and stock

4.4.1.5 and 6.2.6,

options

pages 201 and 351

15.3

Arrangements for involving employees in

4.4.1.5 and 6.2.7,

the capital

pages 201 and 351

16.

MAJOR SHAREHOLDERS

6.3, pages 353-356

6.4, page 15 of the

Amendment

16.1

Shareholders owning more than 5% of

6.3.1, page 353

6.4.1, page 15 of the

the share capital and/or voting rights

Amendment

16.2

Different voting rights or an appropriate

6.3.3, page 354

statement to the effect that no such

voting rights exist

16.3

Control over the issuer, description and

6.3.2, page 353

nature of control and the measures taken

to ensure that such control is not abused

16.4

Shareholders' agreement

6.3.2, page 353

17.

RELATED PARTY TRANSACTIONS

6.1.3, page 346 1.5, page 13 of the half-year

2020 financial report

18.

FINANCIAL

INFORMATION

5.3 and 5.4, pages

CONCERNING THE ISSUER'S ASSETS

252-342

AND

LIABILITIES,

FINANCIAL

POSITION AND

PROFITS

AND

LOSSES

18.1

Historical financial information

Profile, ambition and

strategy and 8.3.1,

pages 8 et 391

18.2

Interim and other financial information

None

7, page 17 of the

Amendment

18.3

Auditing of historical annual financial

5.3.1 and 5.4.1, pages

information

251 and 320

18.4

Pro forma financial information

None

18.5

Dividend policy

6.4.7, page 360

6.5, page 16 of the

Amendment

Page 20

18.6

Legal and arbitration proceedings

2.1 and note 22.2 to

the consolidated

financial statements,

pages 64-77 and 300

18.7

Significant change in the issuer's

None

financial position

19.

ADDITIONAL INFORMATION

Chapter 6, pages 343-

363

19.1

Share capital

6.2.1, page 346

6.1, page 11 of the

Amendment

19.1.1Issued capital

6.2.1, page 346

6.1, page 11 of the

Amendment

19.1.2Shares not representing capital

None

19.1 3The number, book value and par value of

shares held by the Company or on behalf

6.2.4, page 347

of the Company or by subsidiaries of the

Company

19.1.4Convertible securities, exchangeable

6.2.6, page 351

securities or securities with warrants

19.1.5Information about and terms of any

acquisition rights and or obligations over

None

authorized but unissued capital or an

undertaking to increase the capital

19.1.6Options or agreements

None

19.1.7History of share capital

6.2.2, page 347

19.2

Memorandum and Articles of Association

6.1.1 and 6.5, pages

344 and 360-363

19.2.1Issuer's objects or purposes

6.1.1, page 344

19.2.2Rights, preferences and restrictions

6.5.3, page 362

attaching to each class of share

19.2.3Change in control

6.5.2, page 361

20.

MATERIAL CONTRACTS

1.4, page 61

21.

DOCUMENTS AVAILABLE

6.1.1, page 344

Page 21

APPENDIX I - ADDENDUM TO THE REPORT OF THE BOARD OF DIRECTORS REGARDING

THE RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF

SHAREHOLDERS OF 19 MAY 2020

The purpose of this corrective addendum is to modify some sections of the report of the Board of Directors on the resolutions submitted to the Combined general meeting of shareholders of May 19, 2020 (the "General Meeting") set out in section 7.3 of the 2019 Universal Registration Document (the "Report of the Board"). This addendum is fully integrated in the Report of the Board and should be read together with the latter and with the draft resolutions set out in the "avis de réunion" (only available in French) published in the Bulletin des Annonces Légales Obligatoires (BALO) on 10 April 2020, which have been modified by the Board of Directors at its meeting on 14 April 2020 as set out in this addendum. The draft resolutions so modified will be presented in the notice of meeting document to be published on the website of the Company and in the notice of meeting to be published in the BALO. These documents and all preparatory documents for the General Meeting may be found on the website of the Company at the following address: https://www.arkema.com/en/investor-relations/annual-general-meeting/2020/.

This addendum has been adopted by the Board of Directors on 14 April 2020 after its decisions to modify draft resolutions number three, six and seven, in the context of the health crisis linked to Covid-19. As a result, the presentation of these resolutions as set out in the Report of the Board are cancelled and replaced by the following presentations. In order to identify the modifications, they have been drafted in bold italics and underlined.

ALLOCATION OF PROFIT AND DIVIDEND DISTRIBUTION (3RD RESOLUTION)

The purpose of the 3rd resolution is to decide the allocation of the Company's profit for the year ended 31 December 2019 of €164,980,613.38, as presented in the Company's financial statements, plus prior retained earnings of €1,904,744,218.24. The Board of Directors recommends the profit to be allocated as follows:

Source

Profit for the period

€164,980,613.38

Prior retained earnings

€1,904,744,218.24

Distributable profit

€2,069,724,831.62

Affectation

Legal reserve

€1,042,728

Dividend distribution (1)

€168,573,284

Retained earnings

€1,900,108,819.62

(1)The total dividend distribution is calculated on the basis of the number of shares carrying dividend rights at 1 January 2019 and existing on the date of the Board of Directors' meeting adopting the proposed resolution and therefore granting dividend rights. The total may vary if the number of shares carrying dividend rights changes up to the ex-dividend date depending, for example, on the number of treasury shares held by the Company.

The payment of the dividend of €168,573,284 with regard to the 76,624,220 shares carrying dividend rights at 1 January 2019 and existing on the date of the Board of Directors' meeting adopting the proposed resolutions, would correspond to a distribution of two euros and twenty cents (€2.20) per share. The shares would be traded ex-dividend as of 25 May 2020 and the dividend for the 2019 financial year would be paid as of 27 May 2020. The dividend would be eligible for the 40% tax relief available to individual shareholders domiciled for tax purposes in France as provided for in article

158.3-2° of the French Tax Code. The dividend paid for the last three financial years was as follows:

Page 22

Financial year

2019

2018

2017

Net dividend per share (in euros)

2.20 (1)

2.50 (1)

2.30 (1)

  1. Eligible in full for the 40% tax relief available to individual shareholders domiciled for tax purposes in France as provided for in article 158.3- 2° of the French Tax Code.

The distribution of this two euros and twenty cents (€2.20) per share dividend would represent a decline of 12 % relative to last year. The pay-out ratio amounts to 27% of the Group's adjusted net income. The Group has reaffirmed its confidence in its ability to withstand the economic crisis linked to Covid-19 despite the significant drop in global demand expected in the 2nd quarter. Nevertheless, in the spirit of solidarity and responsibility towards all stakeholders, Arkema's Board of Directors has decided to reduce the proposed dividend for the 2019 financial year as stated on 26 February 2020 to €2.20 per share, a decline close to 20% compared to the amount announced originally.

APPROVAL OF COMPENSATION POLICIES APPLICABLE TO NON-EXECUTIVE DIRECTORS AND TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (6TH AND 7TH RESOLUTIONS)

In the 6th resolution, and in accordance with article L. 225-37-2 of the French Commercial Code as amended by French Law no. 2019-486 of 22 May 2019 (the "Loi Pacte"), the Board of Directors recommends that you approve the compensation policy for non-executive directors, other than the Chairman and Chief Executive Officer, as defined by the Board of Directors on the recommendation of the Nominating, Compensation and Corporate Governance Committee and presented in the corporate governance report provided for in article L. 225-37 of said Code and in its addendum published on 15 April 2020. This compensation policy is presented in section 3.4.1.1 of the 2019 Universal Registration Document, supplemented by said addendum. The Board of Directors proposes also in the 6th resolution, in compliance with article L.225-45 of the French Commercial Code, to set the total maximum amount of the annual compensation allocated to members of the Board of Directors at 800,000 euros.

In addition, the Board of Directors recommends in the 7th resolution that you approve the compensation policy for the Chairman and Chief Executive Officer as defined by the Board of Directors at its meeting of 26 February 2020 on the recommendation of the Nominating, Compensation and Corporate Governance Committee and presented in the corporate governance report provided for in article L. 225-37 of the French Commercial Code and in its addendum published on 15 April 2020. This compensation policy is presented in section 3.4.2.1 of the 2019 Universal Registration Document supplemented by said addendum.

Page 23

APPENDIX II - ADDENDUM TO THE REPORT OF THE BOARD OF DIRECTORS REGARDING CORPORATE GOVERNANCE AS SET OUT IN 2019 UNIVERSAL REGISTRATION DOCUMENT

This addendum supplements and is fully integrated in the report of the Board of Directors on corporate governance as provided for in article L. 225-37 of the French commercial code, which describes the compensation policy of the Chairman and Chief Executive Officer (CEO) and of non- executive directors (excluding the Chairman and CEO). In particular, it supplements sections 3.4.2.1 and 3.4.1.1 of the 2019 Universal Registration Document relating respectively to the compensation policy of the Chairman and CEO and to the compensation policy of the non-executive directors.

COMPENSATION POLICY OF THE CHAIRMAN AND CEO

As mentioned in the Company's press release dated 15 April 2020, within the context of the Covid-19 related health crisis, Thierry Le Hénaff and the Board of Directors have agreed that the fixed and variable annual compensation defined as part of his new term of office will only be effective as from 1 January 2021. The currently applicable compensation will therefore continue until that date. As a result, the increase of the annual compensation (fixed and variable) set out in the evolution of Thierry Le Hénaff's compensation policy as submitted to the vote of the 2020 General Meeting (7th resolution) and set out in section 3.4.2.1 of the 2019 Universal Registration Document (pages 119 to 124), will not be paid during 2020 and will be paid from 1 January 2021. The compensation conditions applicable to the current term of office (annual fixed amount of €900,000 and, as in 2019, variable compensation corresponding to a maximum of 150 % of the annual fixed compensation) as set out in the compensation policy approved by the General Meeting on 21 May 2019 (9th resolution), and presented in section 3.4.2.1 of the 2018 Reference Document (pages 108 to 111) will continue to be applicable until 31 December 2020.

In addition it is recalled that eager to personally join in the solidarity effort, Thierry Le Hénaff, Chairman and CEO, has also decided to donate 15% of his net fixed compensation perceived in 2nd quarter 2020 to the Fondation de France as part of the "All United Against the Coronavirus" alliance.

COMPENSATION POLICY OF THE NON-EXECUTIVE DIRECTORS (EXCLUDING THE CHAIRMAN AND CEO)

The Board of Directors decided that the evolution of the rules for allocating directors' compensation, i.e.: increase of the variable parts linked to the attendance of the directors to the Board and Committees' meetings, as set out in the compensation policy of non-executive directors submitted to the vote of the 2020 General Meeting (6th resolution) and set out in section 3.4.1.1 of the 2019 Universal Registration Document (pages 116 and 117), will only take effect as from 1 January 2021. Until that date, rules for allocating directors' compensation applicable in 2019, as set out in section 3.4.1 of the 2018 Reference Document (pages 107 and 108) will continue to be applicable.

Page 24

Disclaimer

Arkema SA published this content on 30 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 August 2020 15:01:18 UTC

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Sales 2020 7 878 M 9 306 M 9 306 M
Net income 2020 365 M 431 M 431 M
Net Debt 2020 1 643 M 1 941 M 1 941 M
P/E ratio 2020 18,1x
Yield 2020 2,56%
Capitalization 6 883 M 8 153 M 8 131 M
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Nbr of Employees 20 500
Free-Float 89,5%
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Arkema Technical Analysis Chart | AKE | FR0010313833 | MarketScreener
Technical analysis trends ARKEMA
Short TermMid-TermLong Term
TrendsNeutralBullishNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 19
Average target price 95,49 €
Last Close Price 90,08 €
Spread / Highest target 22,1%
Spread / Average Target 6,01%
Spread / Lowest Target -11,2%
EPS Revisions
Managers
NameTitle
Thierry le Hénaff Chairman & Chief Executive Officer
Marc Schuller Chief Operating Officer
Marie-José Donsion Chief Financial Officer
Christian Collette Chief Technical Officer
Laurent Mignon Independent Non-Executive Director
Sector and Competitors
1st jan.Capitalization (M$)
ARKEMA-4.88%8 153
AIR LIQUIDE10.46%77 864
SAUDI BASIC INDUSTRIES CORPORATION-6.50%70 234
WANHUA CHEMICAL GROUP CO., LTD.24.09%31 474
LYONDELLBASELL INDUSTRIES N.V.-30.74%21 846
HENGLI PETROCHEMICAL CO.,LTD.23.69%20 136