Arkema : Notice of meeting

Combined annual general meeting 2024

The general meeting will also be broadcast live and a replay available on Arkema's website in the section Investors/Annual general meeting

WEDNESDAY 15 MAY 2024

At 10 a.m. (Paris time)

Théâtre des Sablons 70 avenue du Roule 92200 Neuilly-sur-Seine

Contents

Message from Thierry le Hénaff, Chairman and Chief Executive Officer	1
How to take part in the annual general meeting?	2
Arkema in 2023	6
Governance	13
Proposed agenda and resolutions	29
Option for the e-notice	47
Request form for additional documents	49

Press releases and all other information useful to shareholders, including documents related to this annual general meeting, can be found on Arkema's website:

www.arkema.com/global/en/investor-relations/annual-general-meeting/

For further information, please contact, the following number: [phone]

This document is a free translation in English of the ˝Brochure de convocation˝ and is provided solely for the information and convenience of English-speaking readers.

• Subway: line 1

"Les Sablons" station

• Bus: Lines 43, 82, 93, 163, 164 and 174

• By car:

Parking du Roule

Entrance: 94 avenue du Roule 92200 Neuilly-sur-Seine

Message from

Thierry Le Hénaff

Chairman and

Chief Executive Officer

Ladies and gentlemen, dear shareholders,

I am pleased to invite you to Arkema's annual general meeting which is taking place, this year, on Wednesday 15 May 2024 at 10 a.m. at the Théâtre des Sablons in Neuilly-sur-Seine.

The Board of Directors and I hope to see many of you during this important moment of information and dialogue.

It will also be possible to use remote connection tools for those who cannot join us on site and to follow the broadcast of this general meeting on our website. Like every year, you will be able to ask your questions in person during the meeting or in writing in advance, and by participating in the vote, you will take part in important decisions for the future of your Group.

The annual general meeting will be an opportunity to review the solid results and strong cash generation in 2023 in this more challenging economic environment. Arkema was able to take advantage of its balanced geographic footprint, dynamic pricing management, the favorable evolution of its product mix and the adaptation of its costs and capital expenditure.

Moreover, the strengthening of the Group's profile in Specialty Materials continued, notably with the acquisition of 54% of South Korean company PI Advanced Materials, specialized in polyimides, which are very high performance polymers, and with the progress of several attractive industrial projects spread around the world.

Arkema also unveiled, at the Capital Markets Day in September 2023, its strategic roadmap and its ambition for 2028. To achieve them, the Group will leverage in particular its innovation and its key technologies in order to support its customers in markets with high growth potential and driven by sustainable megatrends.

Finally, CSR remains at the heart of the Group's priorities, with a strong emphasis on decarbonization which is reflected in particular by the strengthening of its commitment to the climate according to a 1.5°C trajectory by 2030 across its entire value chain, validated by the SBTi and thus paving the way to Net-Zero in 2050.

Taking into account the Group's results, the Board of Directors will propose at the general meeting a dividend of 3.50 euros per share for the year 2023, an increase of 3% compared with last year, reflecting the confidence of the Board and management in Arkema's growth prospects.

In this notice you will find the agenda for this meeting and the resolutions submitted to your approval, the practical information on how to participate, as well as a reminder of the 2023 results and certain elements of our governance.

I look forward to seeing you again at this annual general meeting and I would like to thank you for your trust and loyalty.

Thierry Le Hénaff

Chairman and Chief Executive Officer

Notice of meeting 2024

1

How to take part in the annual general meeting?

The combined annual general meeting will take place at 10:00 a.m. (Paris time) on Wednesday 15 May 2024 at the Théâtre des Sablons, 70 avenue du Roule, 92200 Neuilly-sur-Seine - France (1). The registration desk will open at 9:00 a.m. Access to the room will be possible from 9:30 a.m. and will not be allowed after 10:30 a.m. The annual general meeting will also be broadcast live and a replay will be available on the Company's website in the section Investors/Annual general meeting at:

www.arkema.com/global/en/investor-relations/annual-general-meeting/

The annual general meeting is only open to Arkema's shareholders regardless of the number of shares held.

To take part in the general meeting, you are therefore required to provide evidence of your status as a shareholder of Arkema two business days before the date of the meeting, i.e., by 0:00 a.m. (Paris time) on 13 May 2024.

1. As provided for in article R. 225-67 of the French Commercial Code, the convening notice is published in the Bulletin des Annonces Légales Obligatoires on 24 April 2024.

How to provide evidence of your status as a shareholder of Arkema?

If your shares are registered

The evidence of your status as shareholder is provided by having your shares registered in your name in the direct or administered registered account at the latest at 0:00 a.m. (Paris time) on 13 May 2024. You do not need to do anything else.

If you hold bearer shares

The evidence of your status as shareholder is provided by a certificate of shareholding (attestation de participation) issued by your financial intermediary (bank, stockbroker or any other party who manages the share account in which your Arkema shares are held). Your financial intermediary is your only contact for these matters.

How to vote?

To vote, you may:

1. attend the annual general meeting in person;
2. vote or give proxy to the Chairman or appoint as your proxy a person of your choice who will be attending the general meeting by post; or
3. vote or give proxy to the Chairman or appoint as your proxy a person of your choice who will be attending the general meeting online on the secure VOTACCESS platform.

In all cases, you must either:

• complete the attached voting form (see "How to fill out the voting form?" on page 5) and send it back;
• log into the secure dedicated website and follow the procedure described hereafter for online voting.

Shareholders who have cast a vote by post, voted online, given a proxy to another person, or requested an admission card will not have the right to participate in the general meeting in another way.

2	Notice of meeting 2024

How to take part in the General meeting?

1. If you wish to attend the annual general meeting in person

You must request an admission card (1):

By post

Fill in box A on the voting form, fill in your name, first name and address, or make sure they are correct if already mentioned, date and sign the form.

• If your shares are registered: send the form back to Uptevia using the pre-paid envelope provided.
• If you hold bearer shares: contact your financial intermediary, who will inform you on the procedure to follow.

Online

• If your shares are registered: log into the secure VOTACCESS platform via the Planetshares website (https://planetshares.uptevia.pro.fr/login) using:
• • if you are a direct registered shareholder, your usual ID and password, or
  • if you are an administered shareholder, the login ID sent to you together with your notice of meeting.

Once logged in, follow the instructions on screen.

Should you encounter any problem, you can contact Uptevia's services on 0 800 115 153 (from France) or [phone] (outside France).

• If you hold bearer shares: contact the bank or broker holding your account in order to confirm whether they are connected to the VOTACCESS platform and if so, whether such access is subject to any specific terms of use.
  Only the holders of bearer shares whose bank or broker is connected to the VOTACCESS platform may request their admission card online.
  If the bank or broker holding your account is connected to the VOTACCESS platform, you need to log into its website using your usual ID and password, click on the icon on the line corresponding to your Arkema shares and follow the instructions on screen.

2. If you do not attend the annual general meeting and wish to give your proxy to a person of your choice or vote by post

You may choose one of the three options mentioned on the voting form and described hereafter, then fill in your name, first name and address or make sure they are correct if already mentioned, before dating and signing the form:

• Vote by post: fill in box B "I vote by post"; or
• Give your proxy to the Chairman of the general meeting: fill in box C "I give my proxy to the Chairman of the general meeting". In this case, the Chairman will vote in favour of the proposed resolutions agreed by the Board of Directors on your behalf; or

• Appoint another shareholder of Arkema, your spouse, a partner with whom you have entered into a civil partnership or any other person or legal entity of your choice as your proxy: fill in box D "I appoint as my proxy" and fill the identity of the person who will attend the meeting on your behalf.

To be duly taken into account, appointments or dismissals of proxy by post must be received at the latest three calendar days before the date of the general meeting.

• If your shares are registered: send the voting form to Uptevia using the provided pre-paid envelope.
• If you hold bearer shares: contact your financial intermediary, who will inform you on the procedure to follow.

1. It is recalled that shareholders holding bearer shares only need an admission card to attend in person to the annual general meeting. They do not need to request a certificate of shareholding unless they have lost their admission card or they have not received it on time.

Notice of meeting 2024

3

How to take part in the General meeting?

3. If you do not attend the annual general meeting and wish to give your proxy to a person of your choice or vote online

The vote online is to be carried out via the secure VOTACCESS platform which offers you the same options as the voting form.

• If your shares are registered:
  Log into the secure VOTACCESS platform via the Planetshares website https://planetshares.uptevia.pro.fr/login using:
• • if you are a direct registered shareholder, your usual ID and password, or
  • if you are an administered shareholder, the login ID which was sent to you together with your notice of meeting.

Once logged in, follow the instructions on screen.

Should you encounter any problem, you can contact Uptevia's services on 0 800 115 153 (from France) or [phone] (outside France).

• If you hold bearer shares:
• • if the bank or broker holding your account is connected to the VOTACCESS platform:
    Log into its website using your usual ID and password, click on the icon on the line corresponding to your Arkema shares and follow the instructions on screen.

Please contact the bank or broker holding your account in order to confirm whether such access is subject to any specific terms of use;

• if the bank or broker managing your account is not connected to the VOTACCESS platform:
  You can only appoint or revoke a proxy electronically by sending an email to [e-mail].
  This email must mention Arkema and contain the date of the general meeting, your name, first name and address, and the name, first name and, if possible, address of the proxy.
  You must ask your bank or broker holding your share account to send confirmation in writing to: Uptevia - Service Assemblées - 90-110 Esplanade du Général de Gaulle - 92931 Paris La Défense.

To be duly taken into account, appointments or dismissals of a proxy sent electronically must be received at the latest by 3:00 p.m. (Paris time) the day before the general meeting.

Shareholders may access the VOTACCESS platform from Wednesday 24 April 2024 at 12:00 noon (Paris time) until Wednesday 14 May 2024 at 3:00 p.m. (Paris time). Shareholders are advised not to wait until the last few days to vote, in order to avoid any difficulties accessing the platform.

Whichever option you choose, only those shares held in the share account no later than 2 business days prior to the general meeting, i.e., 13 May 2024 at 0:00 a.m. (Paris time) will be taken into account.

If shares are sold or transferred after this record date, the certificate of shareholding will remain valid and votes cast or proxies granted by the seller will be taken into account.

Whatever your mode of participation, you can ask written questions, no later than the fourth business day preceding the date of the annual general meeting, i.e. Tuesday 7 May 2024 (at midnight, Paris time), under the conditions set out in the notice prior to the combined annual general meeting published in the Bulletin des Annonces Légales Obligatoires under number 2400640 on 27 March 2024.

4	Notice of meeting 2024

How to take part in the General meeting?

How to fill out the voting form?

Nota bene: if you hold bearer shares, please do not send the form directly to Arkema or to Uptevia as it must be accompanied by a certificate of shareholding to be taken into account. Your bank or broker will issue the required certificate and send it with your voting form to: Uptevia - Service Assemblées - 90-110 Esplanade du Général de Gaulle

- 92931 La Défense Cedex - France.

Notice of meeting 2024

5

Arkema in 2023

Key figures

All figures contained in this section are provided on a consolidated basis and in accordance with the Group's organization prevailing on 31 December 2023. Details on the alternative performance indicators used by the Group are provided in note 4 of the notes to the consolidated financial statements in section 5.3.3 of the 2023 Universal Registration Document.

€9,514m

Sales

-17.6%vs 2022

€1,501m

EBITDA

_______

15.8% EBITDA margin

€653m

Adjusted net income

_______

€8.75 per share

€3.50

Dividend per share*

+3% vs 2022

* Dividend proposed at this annual general meeting

21,100	55
employees	countries
151	3
production sites	regional R&D
	hubs

SALES BY SEGMENT

SALES BY REGION

• United States, Canada and Mexico ** Asia and Middle East

6	Notice of meeting 2024

			Arkema in 2023
INCOME STATEMENT KEY FIGURES
(In millions of euros unless otherwise mentioned)	2023	2022	Variation
Sales	9,514	11,550	-17.6%
EBITDA	1,501	2,110	-28.9%
EBITDA margin (EBITDA as % of sales)	15.8%	18.3%	-
Recurring operating income (REBIT)	939	1,560	-39.8%
REBIT margin (REBIT as % of sales)	9.9%	13.5%	-
Operating income	681	1,287	-47.1%
Net income - Group share	418	965	-56.7%
Adjusted net income	653	1,167	-44.0%
Earnings per share (in euros)	5.39	12.81	-57.9%
Adjusted net income per share (in euros)	8.75	15.75	-44.4%
BALANCE SHEET KEY FIGURES
(In millions of euros unless otherwise mentioned)		31/12/2023	31/12/2022
Shareholders' equity		7,455	7,339
Net debt (including hybrid bonds)		2,930	2,366
Ratio of net debt to EBITDA		1.95	1.1
Capital employed		10,777	10,023
Working capital on sales (in %)		13.1% *	12.6%
Net provisions **		677	708

• Excluding PIAM.

** Provisions net of non-current assets as defined in section 5.1.9 of the 2023 Universal Registration Document.

CASH FLOW STATEMENT KEY FIGURES

(In millions of euros unless otherwise mentioned)	2023
Cash flow from operating activities	1,272
Free cash flow *	625
Recurring cash flow **	761
Recurring and exceptional capital expenditure **	634

2022

1,496

784

933

707

• Cash flow from operations and capital expenditure excluding the impact of portfolio management.

** As defined in note 4 to the consolidated financial statements at 31 December 2023 in section 5.3.3 of the 2023 Universal Registration Document.

NON-FINANCIAL KEY FIGURES

	2023	2022
Safety
Total recordable injury rate (TRIR) *	0.9	0.9
Process safety event rate (PSER)	2.8	2.8
Climate and environment **
Greenhouse gas emissions (Scopes 1 and 2)	0.61	0.66
Greenhouse gas emissions (Scope 3)	0.47	0.53
Volatile organic compound emissions	0.49	0.53
Chemical oxygen demand	0.38	0.42
Water withdrawals	0.79	0.83
Net energy purchases	0.91	0.87
Innovation
Percentage of patent applications filed relating to sustainable development/number of patents	94%	92%
Percentage of sales that significantly contribute to the United Nations' Sustainable
Development Goals ***	51%	53%
Employees
Percentage of women in senior management and executive positions	29%	26%
Percentage of non-French nationals in senior management and executive positions	40%	40%

• Number of injuries per million hours worked (including injuries not resulting in time off work). TRIR includes injuries to both Group and subcontractor employees.
  ** Greenhouse gas emissions in absolute terms relative to 2019. Water withdrawals (excluding water sales to third parties) in absolute terms relative to 2019. In EFPI terms relative to 2012 for the other indicators.
  *** On the basis of an assessment of 84% of the Group's third-party sales in 2023, 84% in 2022 (figure restated to take into account Ashland's adhesives).

Notice of meeting 2024

7

Arkema in 2023

Group's financial performance in 2023

The global economy, which recorded very high inflation in raw material, energy and transport costs since 2021, saw weaker demand in all regions of the world and in most end markets in 2023, amplified by destocking, moderation in raw materials and energy inflation combined with rising interest rates, as well as worsening geopolitical tensions.

In this demanding and volatile operating environment, Arkema's financial performance remained solid against last year's exceptionally high comparison base, benefiting from the diversity of its end markets and its balanced geographic footprint. EBITDA came in at €1.5 billion, in line with guidance, the EBITDA margin was close to 16% and cash generation remained very high, with an EBITDA to cash conversion rate of 50.7%.

Sales

Group sales came in at €9,514 million in 2023, down 17.6% on the previous year in a more challenging macroeconomic context, marked by lower underlying demand and destocking, first in Europe and then spreading to other regions of the world. The decline in volumes came in at 10% overall, affecting most of the Group's important end markets like construction, industry and consumer goods. Some markets such as automotive and energy resisted much better, and the dynamic remained positive in high performance solutions addressing sustainable megatrends, particularly in new energies, bio-based and recycled products, as well as in the areas of energy efficiency and materials lightweighting. The negative 6.1% price effect reflects the decline of certain raw materials and the normalization of PVDF and upstream acrylics relative to the particularly favorable conditions of 2022. Moreover, Arkema benefited from the repositioning of its portfolio towards higher value-added solutions. The scope effect was small, standing at a positive 0.7%, and included mainly two months' additional contribution from Ashland's adhesives business and three small acquisitions, partially offset by the divestment of Febex at the beginning of the year. The currency effect was a negative 2.2%, mainly as a result of the depreciation of the US dollar and Chinese yuan against the euro.

The share of Specialty Materials within total sales grew slightly and represented 92% of the Group's total sales in 2023.

Moreover, the geographic sales split saw the share of North America increase (37% of the Group's sales in 2023 versus 35% in 2022), Asia and the rest of the world decline to 29% versus 32% in 2022, and Europe remain steady (34% of sales in 2023 versus 33% in 2022).

EBITDA and recurring operating income

At €1,501 million (€2,110 million in 2022), EBITDA held up well in view of the economic context, while reflecting the absence of the exceptional contribution in the prior year of around €400 million from PVDF and upstream acrylics.

The dynamics were mixed between the various product lines, with Adhesive Solutions and Performance Additives reporting good growth in the second half of the year, driven by the product mix, dynamic management of sales prices and continued operational excellence actions.

In this less buoyant context than in the prior year, Arkema's EBITDA margin came in at a good level at 15.8% (18.3% in 2022), reflecting notably the quality of the product mix in higher value-added solutions and appropriate management of pricing in a more normalized raw materials context.

Recurring depreciation and amortization rose marginally year on year to €562 million (from €550 million in 2022). Consequently, recurring operating income (REBIT) totaled €939 million (€1,560 million in 2022), representing a REBIT margin of 9.9% (13.5% in 2022).

Net income - Group share

Net income - Group share totaled €418 million in 2023 (€965 million in 2022). Excluding the post-tax impact of non-recurring items, adjusted net income amounted to €653 million versus €1,167 million in 2022, i.e., €8.75 per share (€15.75 per share in 2022).

Net income - Group share included other income and expenses representing a net expense of €130 million. This amount comprises in particular €52 million in net restructuring and environmental costs, €28 million in impairment of assets, acquisition costs related to major portfolio management operations during the year partly offset by the capital gain on the disposal of Febex, as well as start-up costs for the Singapore platform.

It also integrates €128 million in depreciation and amortization resulting from the revaluation of property, plant and equipment and intangible assets as part of the allocation of the purchase price of businesses. This figure was up €10 million on 2022, reflecting mainly the impact of the additional contribution in the full year of bolt-on acquisitions carried out in 2022.

Moreover, it includes a financial result which represented a net expense of €70 million (€61 million in 2022), up by €9 million relative to 2022, reflecting mainly the impact of the bond issues carried out in 2023.

Finally, in line with the evolution of the Group's operating performance compared to 2022, net income - Group share included a net income tax expense of €177 million in 2023 (€254 million in 2022). Excluding exceptional items, the tax rate amounted to 21% of recurring operating income, as in 2022.

Dividend

The Board of Directors decided that it would recommend, at the annual general meeting of 15 May 2024, a 3% increase in the dividend at €3.50 per share for 2023, in line with the policy of a gradual increase and representing a payout ratio of 40%. The dividend will be paid entirely in cash as from 21 May 2024, with an ex-dividend date on 17 May 2024.

8	Notice of meeting 2024