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ARKEMA LAUNCHES ITS NINTH CAPITAL INCREASE RESERVED FOR THE GROUP’S CURRENT AND FORMER EMPLOYEES

Arkema is carrying out another capital increase reserved for Arkema Group’s current and former employees, in 31 countries, including France, representing around 99% of the Group’s employees. The subscription period will take place from 16 September 2024 to 30 September 2024 inclusive.

FRAMEWORK AND RATIONALE OF THE OPERATION

The annual general meeting of 15 May 2024 delegated its powers to the Board of Directors for the purpose of carrying out, in one or several steps, for a maximum nominal amount not exceeding €13.5 million, and within a timeframe not exceeding 26 months, an issuance of shares reserved for the Group’s current and former employees, within the framework of article L. 225-138-1 of the French Commercial Code and of article L. 3332-18 et seq. of the French Labor Code. 

In accordance with this delegation of powers and in order to reinforce the existing relationship between the Group and its employees by giving them the possibility of being more closely linked to the Group’s future developments and performance, the Board of Directors decided on 15 May 2024 to again carry out a capital increase reserved for the Group’s current and former employees up to a maximum nominal amount of €13.5 million, and to grant all powers to the Chairman and Chief Executive Officer for the purpose of carrying it out, in particular to determine the subscription price and period. 

This capital increase is offered in France, Australia, Belgium, Brazil, Canada, China, Denmark, Egypt, Eire, Germany, India, Italy, Japan, Malaysia, Mexico, the Netherlands, New Zealand, Philippines, Poland, Romania, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Turkey, the United Arab Emirates, United Kingdom and the United States, subject to local authorizations in some of those countries.

SECURITIES OFFERED

On 11 September 2024, the Chief Executive Officer, through delegated authority of the Board of Directors, set the subscription price and period:

-    Subscription price: €60.74. It is equal to 75% of the average of the opening prices of the Arkema share on the Euronext Paris S.A. market during the twenty trading days preceding this day, i.e. 75% of €80.99. 

-    Subscription period: from 16 September 2024 to 30 September 2024 inclusive. 

The maximum number of shares that may be issued is 1.35 million, with a nominal value of €10 each, i.e. a total nominal value of €13.5 million.

-    the employees of the Group companies that have become members of the Arkema Group’s Company Savings Plan (hereinafter referred to as the “PEG A”) who meet a seniority requirement of at least three months at the time of subscription; and

-    retired employees or employees on early retirement who subscribed to the PEG A before their employment activities ended, provided they have kept assets in the PEG A and subject to applicable local law.

Type of issuance: this issuance is carried out without preferential subscription rights. The new shares shall bear right as from their date of issue, to any dividend distributed by Arkema as from that date.

Subscription ceiling: the beneficiaries have an individual subscription ceiling equal to the counter-value of 750 discounted Arkema shares. In addition, the annual payments made by each beneficiary cannot exceed one quarter of gross annual remuneration. This ceiling takes into account all of the other payments that can be made by employees within the framework of their Company and/or the Group’s Savings Plans. 

Lock-up applicable to the Arkema shares: pursuant to article L. 3332-25 of the French Labor Code, the current and former employees who have subscribed to the issuance must hold their shares directly or indirectly, for a lock-up period of five years (until 30 October 2029 included), unless one of the early exit events set forth in articles L. 3324-10 and R. 3324-22 of the French Labor Code occurs for employees residing in France. The rules regarding the lock-up period and release that may be adjusted outside of France are set out in the local supplement prepared in each country. 

Moreover, in France, employees may allocate the sums invested in 2024 in their Company Savings Plan from the FCPE AMUNDI LABEL MONETAIRE ESR fund. Abroad, employees who subscribe to the capital increase will be allotted one free share for 4 subscribed shares within the limit of 25 shares. These shares will be issued pursuant to the 24th resolution adopted by the annual general meeting of 19 May 2022. 

SPECIAL NOTE REGARDING THE INTERNATIONAL OFFERING

This press release does not constitute an offer to sell or a solicitation to purchase Arkema shares. The offering of Arkema shares reserved for employees will be conducted only in countries where such an offering has been registered with the competent local authorities and/or following the approval of a prospectus by the competent local authorities or in consideration of an exemption of the requirement to prepare a prospectus or register the offering. 

                                                                                                                 REGULATED INFORMATION               

More generally, the offering will only be conducted in countries where all required filing procedures and/or consultation or information obligations with respect to organizations representing employees and/or notifications have been completed and the authorizations have been obtained. This press release is not destined for, and copies thereof should not be sent to, countries in which such a prospectus has not been approved or such an exemption is not available or where all of the required filing procedures and/or consultation or information obligations with respect to organizations representing employees and/or notifications have not been completed or where the authorizations have not been obtained.

Building on its unique set of expertise in materials science,  Arkema offers a portfolio of first-class technologies to address evergrowing demand for new and sustainable materials. With the ambition to become a pure player in Specialty Materials, the Group is structured into 3 complementary, resilient and highly innovative segments dedicated to Specialty Materials - Adhesive Solutions,  Advanced Materials, and Coating Solutions - accounting for some 92% of Group sales in 2023, and a well-positioned and competitive Intermediates segment. Arkema offers cutting-edge technological solutions to meet the challenges of, among other things, new  energies, access to water, recycling, urbanization and mobility, and fosters a permanent dialogue with all its stakeholders. The Group reported sales of around € 9.5 billion in 2023, and operates in some 55 countries with 21,100 employees worldwide.