Corporate Governance
Guidelines
Arcadium Lithium plc(the “Company”)

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The Board of Directors (the “Board”) of the Company is responsible for overseeing theaffairs of the Company.
I.

Governance Philosophy

In carrying out its responsibilities, the fundamental roles of the Board are: (1) overseeing theCompany’s strategy; (2) overseeing the management of the Company; (3) reviewing andmonitoring the material risks of the Company and the Company’s system of internal complianceand controls; (4) setting an appropriate corporate governance framework for the Company; and(5) determining broad policy issues for the Company as it develops its goals of delivering value
to shareholders.
These Corporate Governance Guidelines, accordingly, sets forth statements of principle, policy,and procedures of the governance for the Board and the Company. They cover, among
other things:•Directorship qualifications and independence•

Procedures related to Director-candidate screening and nomination as well as performance
evaluation and policies•

Other governance matters

II. Directorship Qualifications
The following statements of policy and preference will provide guidance to the Nominating andCorporate Governance Committee (the “NCG Committee”) in its considering, selecting andrecommending candidates for approval by the Board.
Directors will be selected to ensure that the Board as a whole has the skills necessary to provide
effective oversight of the Company and its business. In addition to skills, selection will take into
account matters of character, successful business experience, stature in their own fields ofendeavor, and diversity of perspectives they bring to the Board. With respect to diversity ofperspective, the NCG Committee shall consider race, ethnicity, national origin, gender,background, industry experience, type of position held, and/or other corporateboard experience.
A majority of Directors shall at all times be “independent” as determined by the Board inaccordance with the definition of “independent” set forth in the below section entitled“Governance Matters”.
III. Director Screening and Retirement Policy
The following policy will govern Director nomination and screening, and Director retirement:
1. Nomination of Directors and Committee Members. The NCG Committee shall annually
prepare the proposed slate of Directors, Committee assignments and Committee Chairdesignations for recommendation to the Board.

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2. Independent Director Identification, Review and Nomination Process.
•Members of the NCG Committee and other members of the Board will identify
candidates for consideration by the NCG Committee; the NCG Committee will also
consider any recommendations for Board membership from shareholders or otherinterested parties. Also, an executive search firm may be utilized to identify qualified
candidates for consideration. Recommendations may be submitted to the Board by
writing to the Company Secretary and must be accompanied by a complete
description of the nominee’s qualifications for the directorship, experience andbackground. Nominations must comply with the requirements of the Company’sArticles of Association. Nominees will be evaluated in accordance with the criteria set
forth under the preceding section entitled “Directorship Qualifications.”•Candidates recommended by the NCG Committee will be presented to the Board forconsideration.

•If the candidate is approved by the Board, invitations to join the Board will then beextended to the prospective candidate by the Chairman (or anappropriate designee).

3. The Retirement/Resignation Policy for Board Members.
•A Director who reaches the age of 75 may only serve the remainder of his or herterm, and will not be re-nominated.

•An independent Director shall submit his or her resignation from the Board upon asignificant change in responsibilities, such as acceptance of new employment orother change in circumstances which would impact such independent Director’sability to serve on the Board. The NCG Committee shall review the situation andmake a recommendation to the Board as to whether to accept the resignation.

•Employee Directors, specifically including the Company’s Chief Executive Officer,will retire from the Board simultaneously with retirement or resignation from theCompany unless otherwise determined by the Board.

IV. Governance Matters
In general, governance matters (including the below) will be considered periodically by theNCG Committee and presented to the Board for review.
1. CEO evaluation and compensation review; executive sessions. The Compensation
Committee will conduct an annual CEO performance review. Regularly scheduled executive
sessions will be held at Board meetings and led by the Lead Director, if applicable.
2. Shareholder communications with the Board. Shareholders may communicate with theBoard, the Board Chair or any other individual member of the Board as follows:
Communications must be in writing sent care of the Company Secretary, Arcadium Lithiumplc, 1818 Market Street, Suite 2550, Philadelphia, PA 19103.
3. Position on Separation of Chair of the Board and CEO Positions. The Board should consider
the issue of separation of these positions under the circumstances prevailing from time to4time. When the positions are not separate, a Lead Director having the following
responsibilities shall be appointed by the Board from the existing independent Directors:•Presides at all meetings of the Board at which the Chair is not present, including
executive sessions of the independent Directors;•Serves as liaison between the Chair and the independent Directors;•Reviews, advises on or approves information sent to the Board;•Approves meeting agendas for the Board;•Approves meeting schedules to assure that there is sufficient time for discussion ofall agenda items; and•Has the authority to call meetings of the independent Directors.

4. Access to management/meeting format. The Board and Directors will have access tomanagement. Management, in addition to the Chief Executive Officer and Chief FinancialOfficer, will make presentations to the Board as appropriate.
5. Committee Membership. All members of the Audit, the NCG and the Compensation
Committees should be independent Directors, as required by SEC rules and NYSE
listing standards.
6. Risk Management. The Board will set the risk appetite for the Company and will provide
oversight of the risk management framework. The Board directly and with the assistance ofthe Board committees regularly reviews the Company’s risks and risk management.
7. Definition of “Independent Director”. A Director shall be deemed to be “independent” only if
he or she meets the director independence criteria of the NYSE listing standards.
8. Meeting calendars and preparation. An annual Committee meeting calendar and agenda
should be prepared for the Audit, Compensation, Nominating and Corporate Governance,and Sustainability Committees and material for Committee meetings and Board meetings
should be provided to members sufficiently prior to meetings to allow for careful review.
9. Independent Advisors. The Board, its Committees and any Director shall each have theauthority to engage independent outside advisors, including legal advisors, as they deem
appropriate in order to properly discharge their duties as a Director. The Company will pay
for the reasonable cost of any such advice procured by a Director provided that the Director
has obtained the prior written approval of the Board.
10. Director Orientation. New Directors shall be given a formal orientation program by senior
management consisting of, among other topics, an explanation of the legal duties andresponsibilities of Directors, the Board and its Committees, as well as an overview of theCompany’s business. Continuing education for Directors shall also be available.
11. Performance Evaluations of the Board and Committees. The NCG Committee is responsiblefor designing and conducting annual evaluations of the performance of the Board, individualDirectors, the Board Committees and the Chairs of those Committees.

512. Director Compensation. Equity ownership in the Company will be fostered through a portionof the total director compensation being granted in equity-based awards.
13. CEO Succession. At least annually, the Board shall (with assistance from the CompensationCommittee) discuss CEO succession. In addition, the Board shall establish an emergency
CEO succession plan.
14. Attendance at Annual Meetings. It is the policy of the Board that all Directors attend theAnnual Meeting of Shareholders, either in-person or virtually as may be applicable.
15. Service on Other Boards. It is the policy of the Board that the total number of publiccompany boards on which an independent Director may serve is limited to four, including
the Board. In addition, the total number of public company boards on which a Director who
is the chief executive officer or the named executive officer of a public company, including
the CEO, may serve is limited to two, including the Board. A Director must notify the Chair ofthe NCG Committee prior to accepting any invitation to serve on another public company
board or not-for-profit/tax-exempt board or with a government or advisory group that is
expected to require significant commitments of time, in order for the Company to confirm theabsence of any actual or potential conflict of interest.
16. Code of Ethics. Each Director is required to comply with the Company’s Code of Ethics andBusiness Conduct.