August 8, 2024

(the Jurisdiction)

and

IN THE MATTER OF ARKEMA S.A. (the Filer)

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for:

an exemption from the prospectus requirement (the Prospectus Relief) so that such requirement does not apply to:

(a) trades of:

(i) units (the Principal Classic Units) of a temporary fonds commun de placement d’entreprise or FCPE, a form of collective shareholding vehicle commonly used in France for the custody of shares held by employee-investors named Arkema Actionnariat International Relais 2024 (the Principal Classic Fund); and

(ii) units (the Temporary Classic Units, and together with the Principal Classic Units and the Matching Units (as defined below), the Units) of future temporary FCPEs established for Subsequent Employee Offerings (as defined below) (the Temporary Classic Funds, and together with the Principal Classic Fund, the Funds),

made pursuant to the Employee Offering (as defined below) to or with Qualifying Employees (as defined below) resident in the Jurisdictions (as described below) (collectively, the Canadian Employees, and Canadian Employees who subscribe for Units, the Canadian Participants);

(b) trades of ordinary shares of the Filer (the Shares) by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants (the term Classic Fund used herein means, for the 2024 Employee Offering (as defined below), the Principal Classic Fund, and for Subsequent Employee Offerings a Temporary Classic Fund prior to the Merger (as defined below), and, following the Merger, the Principal Classic Fund); and

(a) trades in Units made pursuant to the Employee Offering to or with Canadian Employees; and

(b) trades in Shares by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants.

(the Prospectus Relief and Registration Relief, collectively, the Exemption Sought)

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 - Passport System (MI 11-102) is intended to be relied upon in Québec (together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 - Definitions, MI 11-102 and National Instrument 45-106 - Prospectus Exemptions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation formed under the laws of France. It is not, and has no intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada and is not in default of securities legislation of any jurisdiction of Canada. The head office of the Filer is located in France and the Shares are listed on Euronext Paris. The Shares and Units are not currently listed for trading on any Canadian stock exchange and there is no intention to have the Shares or Units so listed.

4. As of the date hereof and after giving effect to the Employee Offering, the Filer is and will be a “foreign issuer” as such term is defined in section 2.15(1) of National Instrument 45-102 - Resale of Securities (NI 45-102) and section 2.8(1) of Ontario Securities Commission Rule 72-503 - Distributions Outside Canada (OSC Rule 72-503).

5. The 2024 Employee Offering involves an offering of Shares to be acquired through the Classic Fund. Each Subsequent Employee Offering will involve an offering of Shares to be subscribed through the Classic Fund (the Classic Plan, which for greater certainty, includes the 2024 Employee Offering), subject to the decision of the supervisory board of the Funds and the approval of the Autorité des marchés financiers in France (the French AMF).

6. Only persons who are employees of an entity forming part of the Arkema Group during the subscription period for the Employee Offering and who meet other employment criteria (the Qualifying Employees) will be authorized to participate in the Employee Offering.

7. The Principal Classic Fund was established for the purpose of implementing the employee offerings generally. The Principal Classic Fund or any Temporary Classic Fund is not and has no intention to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

8. The Principal Classic Fund was registered with and has been approved by the French AMF.

9. It is expected that each Temporary Classic Fund established for Subsequent Employee Offerings will be an FCPE and will be registered with, and approved by, the French AMF.

10. The total amount that may be invested by a Canadian Employee in the Employee Offering cannot exceed the lesser of: (i) 25% of his or her gross annual compensation for the relevant calendar year; and (ii) the subscription price for 750 Shares. Amounts contributed by a Canadian Employee’s employer through the employer matching contribution described hereunder are not factored into the maximum amount that a Canadian Employee may contribute.

11. Under the Classic Plan, each Employee Offering will be made as follows:

(b) The subscription price will consist of the Canadian dollar equivalent of the average opening price of the Shares (expressed in euros) on Euronext Paris for the 20 trading days preceding the date of the fixing of the subscription price by the Chief Executive Officer of the Filer, less a specified discount to the Reference Price.

(d) The right to receive Matching Shares is subject to a Canadian Participant’s continued employment (subject to certain exceptions, such as death, disability, termination without cause, retirement or divestiture) with an entity forming part of the Arkema Group for a period of four years from the date that the Shares and Units are issued pursuant to the relevant Employee Offering (the Vesting Period). If this condition is satisfied, Matching Shares will be delivered by the Filer to the Classic Fund on behalf of the Canadian Participant. In order to reflect this, new Units (the Matching Units) of the Classic Fund will be issued to the Canadian Participants at the end of the relevant Vesting Period.

(f) For Subsequent Employee Offerings, initially, the Shares subscribed for will be held in the relevant Temporary Classic Fund and the Canadian Participants will receive Units of the relevant Temporary Classic Fund, including Matching Shares.

(g) Following the completion of a Subsequent Employee Offering, the relevant Temporary Classic Fund will be merged with the Principal Classic Fund (subject to the approval of the supervisory board of the FCPE and the French AMF). The Temporary Classic Units held by Canadian Participants will be replaced with Principal Classic Units on a pro rata basis and the Shares subscribed for will be held in the Principal Classic Fund (such transaction being referred to as the Merger). The Merger is made by the transfer of all assets held in the Temporary Classic Fund into the Principal Classic Fund and the liquidation of the Temporary Classic Funds after such transfer.

(h) All Units (other than Matching Units) acquired in the Employee Offering by Canadian Participants will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions provided for under French law and adopted for an Employee Offering (such as death, disability, or termination of employment).

(i) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares. New Units will be issued to the Canadian Participants in order to reflect this reinvestment.

(j) At the end of the applicable Lock-Up Period, a Canadian Participant may: (i) request the redemption of his or her Units in the Classic Fund in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares; or (ii) continue to hold his or her Units in the Classic Fund and request the redemption of those Units at a later date in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares.

(k) In the event of an early exit resulting from a Canadian Participant exercising one of the exceptions to the Lock-Up Period and meeting the applicable criteria, a Canadian Participant may request the redemption of Units in the Classic Fund in consideration for a cash payment equal to the then market value of the underlying Shares.

(l) Matching Units are not subject to the Lock-Up Period. Following the issuance of Matching Units, a Canadian Participant may: (i) request the redemption of Matching Units in consideration for the underlying Shares or a cash payment equal to the then market value of the Matching Shares; or (ii) continue to hold the Matching Units in the Classic Fund and request the redemption of the Matching Units at a later date in consideration for the underlying Matching Shares or a cash payment equal to the then market value of the Matching Shares.

12. Under French law, an FCPE is a limited liability entity. The portfolio of the Funds will consist almost entirely of Shares but may, from time to time, also include cash in respect of dividends paid on the Shares which will be reinvested in Shares and cash or cash equivalents pending investments in Shares and for the purposes of Unit redemptions.

13. The Funds are managed by the Management Company, which is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF as an investment manager and complies with the rules of the French AMF. The Management Company is not, and has no intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada.

14. The Management Company’s portfolio management activities in connection with the Employee Offering and the Funds are limited to purchasing Shares from the Filer, selling such Shares as necessary in order to fund redemption requests and investing available cash in cash equivalents pending investments in the Shares and for the purposes of Unit redemptions.

15. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents as provided by the rules of the Funds. The Management Company’s activities do not affect the underlying value of the Shares.

16. None of the entities forming part of the Arkema Group, the Classic Fund or the Management Company, or any of their directors, officers, employees, agents or representatives will provide investment advice to Canadian Employees with respect to an investment in Units or Shares.

17. None of the Filer, entities forming part of the Arkema Group, the Funds or the Management Company is in default of securities legislation of any jurisdiction of Canada.

18. Shares issued pursuant to the Employee Offering will be deposited in the Classic Fund through CACEIS Bank (the Depositary), a large French commercial bank subject to French banking legislation. For any Subsequent Employee Offering, the Depositary may change. In the event of such a change, the successor to the Depositary will remain a large French commercial bank subject to French banking legislation. The Depositary carries out orders to purchase, trade and sell securities in the portfolio and takes all necessary action to allow the Classic Fund to exercise the rights relating to the securities held in its portfolio.

19. The Management Company and the Depositary are obliged to act exclusively in the best interests of the Unit holders (including Canadian Participants) and are jointly and severally liable to them under French legislation for any violation of the rules and regulations governing FCPEs, any violation of the rules of the Funds, or for any self-dealing or negligence.

20. Participation in the Employee Offering is voluntary, and the Canadian Employees will not be induced to participate in the Employee Offering by expectation of employment or continued employment.

21. The Unit value of the Classic Fund will be calculated and reported to the French AMF on a regular basis. The value of Units will increase or decrease reflecting the increase or decrease of the value of the underlying Shares.

22. All management charges relating to the Classic Fund will be paid from the assets of the Classic Fund or by the Filer, as provided in the rules of the Classic Fund.

23. Canadian Employees will receive an information package in the French or English language, according to their preference, which will include a summary of the terms of the Employee Offering and a description of the relevant Canadian income tax consequences of subscribing for and holding Units of the Classic Fund and requesting the redemption of such Units at the end of the applicable Lock-Up Period. Canadian Participants will have access to a copy of the rules of the Principal Classic Fund and the relevant Temporary Classic Fund. Canadian Employees, through the Supervisory Board of the Classic Fund, will also have access to copies of the continuous disclosure materials relating to the Filer that are provided to holders of Shares generally. Canadian Participants will receive an initial statement of their holdings under the Classic Plan, together with an updated statement at least once per year.

24. As of June 20, 2024, for the 2024 Employee Offering, there are approximately 65 Qualifying Employees resident in Canada, with the greatest number resident in Québec (61), and the remainder in Ontario (4), which represents, in the aggregate less than 1% of the number of employees in the Arkema Group worldwide.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

with respect to the 2024 Employee Offering, the Prospectus Requirement will apply to the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision unless the following conditions are met:

(a) the issuer of the security:

(i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

(b) the issuer of the security was a foreign issuer on the distribution date, as such term is defined in section 2.15(1) of NI 45-102 and section 2.8(1) of OSC Rule 72-503; and

(i) through an exchange, or a market, outside of Canada, or

(ii) to a person outside of Canada; and

for any Subsequent Employee Offering completed within five years from the date of this decision:

(a) the representations other than those in paragraphs 3 and 24 remain true and correct in respect of a Subsequent Employee Offering, and

(b) the conditions set out in paragraph 1 apply to any Subsequent Employee Offering (varied such that any references therein to the 2024 Employee Offering are read as references to the relevant Subsequent Employee Offering); and

in the Province of Ontario, the Prospectus Exemption, for the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision, is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person or company in Canada.

“Erin O’ Donovan”_ “Joseph Della Manna” OSC File#: 2024/0270

Erin O’Donovan Joseph Della Manna

Manager, Corporate Finance Manager, Trading & Markets

Ontario Securities Commission Ontario Securities Commission

Arkema S.A. (Re), 2024 CanLII 74819

Case Summary

(a) trades of:

(a) trades in Units made pursuant to the Employee Offering to or with Canadian Employees; and

(b) trades in Shares by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants.

(the Prospectus Relief and Registration Relief, collectively, the Exemption Sought)

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 - Passport System (MI 11-102) is intended to be relied upon in Québec (together with the Jurisdiction, the Jurisdictions).

6. Only persons who are employees of an entity forming part of the Arkema Group during the subscription period for the Employee Offering and who meet other employment criteria (the Qualifying Employees) will be authorized to participate in the Employee Offering.

7. The Principal Classic Fund was established for the purpose of implementing the employee offerings generally. The Principal Classic Fund or any Temporary Classic Fund is not and has no intention to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

8. The Principal Classic Fund was registered with and has been approved by the French AMF.

9. It is expected that each Temporary Classic Fund established for Subsequent Employee Offerings will be an FCPE and will be registered with, and approved by, the French AMF.

11. Under the Classic Plan, each Employee Offering will be made as follows:

(f) For Subsequent Employee Offerings, initially, the Shares subscribed for will be held in the relevant Temporary Classic Fund and the Canadian Participants will receive Units of the relevant Temporary Classic Fund, including Matching Shares.

(i) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares. New Units will be issued to the Canadian Participants in order to reflect this reinvestment.

15. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents as provided by the rules of the Funds. The Management Company’s activities do not affect the underlying value of the Shares.

16. None of the entities forming part of the Arkema Group, the Classic Fund or the Management Company, or any of their directors, officers, employees, agents or representatives will provide investment advice to Canadian Employees with respect to an investment in Units or Shares.

17. None of the Filer, entities forming part of the Arkema Group, the Funds or the Management Company is in default of securities legislation of any jurisdiction of Canada.

20. Participation in the Employee Offering is voluntary, and the Canadian Employees will not be induced to participate in the Employee Offering by expectation of employment or continued employment.

21. The Unit value of the Classic Fund will be calculated and reported to the French AMF on a regular basis. The value of Units will increase or decrease reflecting the increase or decrease of the value of the underlying Shares.

22. All management charges relating to the Classic Fund will be paid from the assets of the Classic Fund or by the Filer, as provided in the rules of the Classic Fund.

(a) trades of:

2. an exemption from the dealer registration requirement (the Registration Relief) so that such requirement does not apply to the Filer, the Local Related Entities (as defined below), the Classic Fund and Amundi Asset Management (the Management Company) in respect of:

(a) trades in Units made pursuant to the Employee Offering to or with Canadian Employees; and

(b) trades in Shares by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants.

(the Prospectus Relief and Registration Relief, collectively, the Exemption Sought)

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 - Passport System (MI 11-102) is intended to be relied upon in Québec (together with the Jurisdiction, the Jurisdictions).

3. As of the date hereof, Local Related Entities include Arkema Canada Inc. and Bostik Canada Ltd. For any Subsequent Employee Offering, the list of Local Related Entities may change.

6. Only persons who are employees of an entity forming part of the Arkema Group during the subscription period for the Employee Offering and who meet other employment criteria (the Qualifying Employees) will be authorized to participate in the Employee Offering.

7. The Principal Classic Fund was established for the purpose of implementing the employee offerings generally. The Principal Classic Fund or any Temporary Classic Fund is not and has no intention to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

8. The Principal Classic Fund was registered with and has been approved by the French AMF.

9. It is expected that each Temporary Classic Fund established for Subsequent Employee Offerings will be an FCPE and will be registered with, and approved by, the French AMF.

11. Under the Classic Plan, each Employee Offering will be made as follows:

(e) For the 2024 Employee Offering, the Principal Classic Fund, and for Subsequent Employee Offerings, the relevant Temporary Classic Fund, respectively, will apply the cash received from Canadian Participants and the cash received from the employer contributions to subscribe for Shares.

(f) For Subsequent Employee Offerings, initially, the Shares subscribed for will be held in the relevant Temporary Classic Fund and the Canadian Participants will receive Units of the relevant Temporary Classic Fund, including Matching Shares.

(i) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares. New Units will be issued to the Canadian Participants in order to reflect this reinvestment.

15. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents as provided by the rules of the Funds. The Management Company’s activities do not affect the underlying value of the Shares.

16. None of the entities forming part of the Arkema Group, the Classic Fund or the Management Company, or any of their directors, officers, employees, agents or representatives will provide investment advice to Canadian Employees with respect to an investment in Units or Shares.

17. None of the Filer, entities forming part of the Arkema Group, the Funds or the Management Company is in default of securities legislation of any jurisdiction of Canada.

20. Participation in the Employee Offering is voluntary, and the Canadian Employees will not be induced to participate in the Employee Offering by expectation of employment or continued employment.

21. The Unit value of the Classic Fund will be calculated and reported to the French AMF on a regular basis. The value of Units will increase or decrease reflecting the increase or decrease of the value of the underlying Shares.

22. All management charges relating to the Classic Fund will be paid from the assets of the Classic Fund or by the Filer, as provided in the rules of the Classic Fund.