Content
Message from the Chairman
and Chief Executive Officer

2

Profile4

5
5.1

Financial and accounting information

279

Comments and analysis on the consolidated
financial statements |AFR|

280

14

5.2

Trends and outlook |AFR|

291

Strategy

22

5.3

Consolidated financial statements |AFR|

293

Business model and value creation

34

5.4

Company’s annual financial statements |AFR|

354

Governance

38

5.5

Information on Arkema’s Green Bond issue374

1

Innovation and business overview

43

6

Information about the Company
and its share capital |AFR|

377

1.1

Innovation strategy |AFR|

44

6.1

Legal presentation of the Group

378

55

6.2

Share capital

380

67

6.3

Share ownership

385

69

6.4

Stock market

388

6.5

Extract from the Articles of Association

391

7

Ambition

1.2
1.3
1.4

Business overview |AFR|
Corporate departments
Material contracts |AFR|

2

Risks and internal control |AFR|

71

2.1

Main risks

72

2.2

3
3.1
3.2
3.3
3.4
3.5

4

Global internal control
and risk management procedures

Annual general meeting |AFR|

395

7.1

Statutory auditors’ special reporton related‑party agreements

396

7.2

Proposed agenda and proposed resolutions
submitted to the combined annual general meeting

398

7.3

Board of Directors’ report on the resolutions
submitted to the combined annual general
meeting of 15 May 2024

408

7.4

Statutory auditors’ report on the issuanceof ordinary shares and/or marketable securities
with or without preferential subscription rights

414

7.5

Statutory auditors’ report on the issuanceof ordinary shares and/or marketablesecurities reserved for employees subscribing
to a company savings plan

416

Information about the
Universal Registration Document

419

Person responsible for the Universal Registration
Document and persons responsible for auditing
the financial statements |AFR|

420

Person responsible for the information

420

Concordance and cross‑reference tables

421

Glossary429

87

Corporate governance95

Compliance with the corporate
governance system |AFR|

96

Composition of administrativeand management bodies |AFR|

96

Operating procedures of administrativeand management bodies |AFR|

115

Compensation and benefits awarded to executives
and directors |AFR|

129

Share-based compensation

150

8
8.1

Corporate social responsability

157

4.1

Arkema’s corporate social
responsibility (CSR) approach |AFR|

158

8.2

4.2

Sustainable solutions |AFR|

181

8.3

4.3

Circular economy

189

4.4

Climate197

4.5

Safety and environment

205

4.6

Labor and stakeholder relations |AFR|

220

4.7

Reporting methodology

248

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

This document is a free translation of the French language Universal Registration Document that was filed on
28 March 2024 with the French financial markets authority (Autorité des marchés financiers, AMF) as competentauthority under Regulation (EU) 2017/1129 without prior approval pursuant to article 9 of said Regulation. This Universal
Registration Document may be used for the purposes of an offer to the public of securities or admission of securities
to trading on a regulated market if supplemented by an issue note and, if applicable, a summary and all amendments
to the Universal Registration Document. The package is approved by the AMF in accordance with Regulation (EU)2017/1129.
This translation has been prepared solely for the information and convenience of English-speaking readers. No
assurances are given as to the accuracy or completeness of this translation, and the Group assumes no responsibility
with respect to this translation or any misstatement or omission that may be contained therein. In the event of any
ambiguity or discrepancy between this translation and the French Universal Registration Document, the French
Universal Registration Document shall prevail.
This English version of the Universal Registration Document in PDF format is a free translation of the official French
version of the Universal Registration Document established in XHTML, filed with the AMF on 28 March 2024 and whichis available on the website of the AMF, as well as on the Company’s website.

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INNOVATION
AND BUSINESSOVERVIEW
1.1

Innovation strategy |AFR|

44

1.2 Business overview |AFR|

55

1.1.1

An adapted organization

44

1.2.1

Adhesive Solutions

56

1.1.2

A portfolio of researchand development projects

45

1.2.2 Advanced Materials

58

1.1.3

Patent and trademark management52

1.2.3 Coating Solutions

63

1.1.4

Research incubator

53

1.2.4 Intermediates

66

1.1.5

A collaborative innovation ecosystem

53

1.1.6

Digital transformation in R&D

54

1.3 Corporate departments

67

1.4 Material contracts |AFR|

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1Innovation and business overview
Innovation strategy

1.1

Innovation strategy

As Arkema's signature, “Innovative materials for a sustainable
world”, indicates, its growth strategy is based on its ability todevelop materials that meet the current and future needs of
its customers, linked to global megatrends. To do this, theGroup leverages its three specialty segments’ differentiating
technologies and expertise in creating and reinforcing
materials, bonding and assembling them, and modifying andprotecting them. This unique combination, reinforced by our
One Arkema approach for efficiently exploring identified
opportunities, structures our innovation program.
This innovation program enables Arkema to:• support its customers as they grow, by constantly
developing high performing, differentiated products andsolutions that meet their needs, while contributing toplanet-friendly, sustainable development;• anticipate market trends and societal expectations, bydeveloping an offering that combines performance andsustainability; and1.1.1

With €1.3 billion in sales from products less than five years
old in Specialty Materials, innovation is at the heart of theGroup’s growth strategy and is based on:• an adapted organization, including an incubator to foster
the emergence of new offerings;• a large portfolio of research and development (R&D)
projects;• active patent and trademark management;• a collaborative innovation ecosystem; and• the progressive development of digitalization.

An adapted organization

Innovation is underpinned by an adapted global organizationthat enables all stakeholders to get involved and make acontribution at the right level. The Vice-Presidents of theGroup’s various Business Lines are in charge of innovation in
their global scope, supported by their own R&D managers. At
the Group level, initiatives and resources are coordinated by
the Research and Development department, which leads
worldwide programs and resources through three geographic
hubs, overseeing:• an R&D committee that brings together representatives ofthe segments’ R&D departments and regional platform
coordinators;• coordination of R&D sites spanning three regional hubs(Americas, Asia and Europe); and• a scientific committee that includes the Sustainable
Development department, the Process department, theIndustrial Property department, the Group segments’ global
R&D departments, the scientific departments and Arkema’s
main R&D centers.
This organization ensures that innovation projects led by thevarious Business Lines are scientifically and technologically
relevant, that technical and market synergies are realized andthat project portfolios are in line with the Group’s strategy
and sustainable development commitments. It enables the R&D
department to identify disruptive innovation opportunities
and new research focus areas, drive the development oflong-term research platforms, create and lead Group R&D
programs and form strategic partnerships.
Talent, skills and technical equipment are managed within
the regional platforms. One of the priorities is to train anddevelop the women and men who drive innovation forward,
while promoting a culture of innovation that values initiative,
collaboration, diversity and inclusion.

44• enhance the Group’s operational excellence and reduce its
environmental footprint, by providing production facilities
with new technologies and processes, thereby enabling theGroup to produce safely, competitively and sustainably, inline with its responsible strategy.

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To stay up to date with the latest knowledge and technologies
in their fields, the Group’s researchers are encouraged toregularly attend scientific seminars and conferences, participate
in innovation days organized by key customers and suppliers,
and collaborate with academic partners, notably by contributing
to the supervision of doctoral theses. Collaboration withworld-renowned scientific advisors and numerous academic
and industrial partnerships further provide Arkema’s R&D
teams with the opportunity to extend and strengthen theirtechnological expertise.
In 2023, R&D expenditure totaled €275 million, representing 2.9%of Group sales. R&D expenditure as a percentage of sales varies
between businesses. It is higher in specialty areas that require
more work with its numerous customers and substantial
resources to address global megatrends. Arkema’s R&D teams
comprised more than 1,800 researchers in 2023, spread
between the Group's three regional research and innovation
hubs and various product lines.
R&D expenses break down among Arkema’s four segments
and its corporate research program as follows:• 9% for corporate research
Defined by the R&D department and subject to the approvalof Arkema’s Executive Committee, the corporate research
program’s mission is to prepare breakthrough innovations
addressing major challenges arising from global megatrends,
which are developed commercially by the Group’s segments
at a later stage. In particular, it coordinates and stimulates
research efforts in such high-potential cross-cutting areas asbatteries, production, hydrogen storage and conversion into
electrical energy, materials lightweighting, photo-polymerization
processes for faster material implementation with lower energy
consumption, bio-based, biodegradable or bio-synthesizedmaterials, and the recycling of polymer materials. Corporate
research also coordinates initiatives on the digital transformationof R&D;Innovation and business overview
Innovation strategy• 46% for the Advanced Materials segment• 21% for the Coating Solutions segment

The challenges of sustainability and energy transition require
the development of new, innovative materials which combine
extreme performance, onsite implementation productivity,
light weight and recyclability. These new materials are being
developed for high value-added applications in markets suchas mobility, production and storage of renewable energy,
sustainable lifestyle products, water treatment, semiconductors
and advanced electronics. R&D in this segment also focuseson the development of new-generation fluorospecialties foruse in battery electrolytes and new-generation etching gases
for electronics;

The coatings market is constantly evolving in response
to societal and environmental challenges, and in particular toincreasingly strict requirements with regards to the protectionof people and the preservation of natural resources. R&D in thissegment develops resins and additives for high-performancecoatings that are free of volatile organic compounds andreduce energy consumption during application. Environmental
footprint reduction is being accelerated by the developmentof materials derived from bio-based, bio-attributed or recycled
raw materials. UV/LED-curing solutions for 3D printing andadvanced electronics use new generations of resins andadditives in order to adapt the offering to these constantly
evolving, cutting-edge applications;• 23% for the Adhesive Solutions segment
In the highly diverse area of adhesives, Arkema is focusing its
R&D efforts on sustainable solutions, primarily by developing
new adhesives and more efficient assembly technologies.
Specifically, a large portion of Bostik’s R&D is dedicated toreducing the environmental impact of buildings and developing
innovative, functional adhesives and waterproofing products
used to make insulation materials and building components.
Another major innovation focus is on engineering adhesives,
which are experiencing high growth in the electronics, renewableenergy production and storage, and medical markets.
Recent acquisitions have significantly expanded Bostik’s portfolio,
with key technologies in the areas of structural bonding fortransportation and buildings, pressure sensitive adhesives
and flexible packaging. The acquisition of Polytec PT in 2023 thus
brings cutting-edge expertise in thermally and electricallyconductive adhesives for electronics and batteries;

1.1.2

1

• 1% for the Intermediates segment
This segment’s R&D objectives focus on ensuring that its
processes are competitive and finding new applications for
its products. R&D teams continuously improve the processes
as a major lever for making them safer, more reliable andmore productive, while minimizing their environmental
impact with a particular emphasis on reducing direct andindirect greenhouse gas emissions. To this end, R&D teams
examine the use of new raw materials, new catalysts andreactor types, and develop new synthesis pathways.

A portfolio of research and development projects

Global population growth and changing lifestyles intensify
the imperative on preserving the planet's climate and natural
resources. This calls for massive investment by governments
and all stakeholders in the transition to low-carbon energies,
green mobility and the energy performance of buildings. The
rise in living standards across emerging countries intensifies
the demand for bio-based or recycled high-end consumer
products, particularly in the sports and electronics markets.
Working from a forward-looking analysis of these global
megatrends, the Group is driving growth through innovation
via a portfolio of R&D projects that provides solutions toeconomic and social challenges and contributes to the United
Nations (UN) 2030 Agenda for Sustainable Development andits 17 Sustainable Development Goals (SDGs).

criteria of the Archimedes program, actively orienting the Group’s
product range toward sustainable solutions (see section 4.2.3of this document).

The R&D portfolio draws on a range of cutting-edge technologies
developed by the Group or acquired over the past ten years,
based on Arkema's expertise in materials science in three
key areas: creating and strengthening materials, bonding andassembling them, and modifying and protecting them. The
innovation program across all our businesses is framed bycomplementarities and synergies across these technologies
from the Group's three Specialty Materials segments,
reinforced by the One Arkema approach.

• water filtration, medical devices and crop nutrition.

Arkema incorporates corporate social responsibility into all of
its R&D projects and implements the eco-design and circular
economy techniques described in section 4.3 of this document.
In addition, the processes used to steer Business Line innovation
projects (“Stage-gate”) incorporate the sustainability compliance• circular economy;

The Group has identified five key high-growth markets inwhich it holds leading-edge technologies which will allow to
generate one quarter of Arkema's sales by 2028 and forwhich it assigns more than 50% of R&D spending:• green energy and electric mobility;• advanced electronics;• sustainable lifestyle;• efficient buildings and homes; andBusiness line R&D is bolstered by a set of cross-functional
Group R&D programs to support developments in these fivemarkets. Four of these Group programs complete the project
portfolio in order to support sustainable innovation, contributeto Arkema's CSR roadmap and accelerate the decarbonizationof its value chain:• lightweight materials and design;• bio-based or bio-synthesized materials; and• more efficient and virtuous processes.

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1

Innovation and business overview
Innovation strategy

1.1.2.1 Key high-growth markets
1.1.2.1.1

Green energy and electric mobility

The development of low-carbon energies is a fundamentalsocietal trend driven by government and corporate commitments
on a transition to an economy less dependent on fossil fuels.
Arkema’s innovative materials used in the production, transport,
storage and use of low-carbon energies contribute to thefight against climate change and to the UN SDG 7: “Ensure
access to affordable, reliable, sustainable and modern energy
for all” and SDG 13: “Take urgent action to combat climatechange and its impacts”. These materials help reduce theGroup's downstream carbon footprint (scope 3 emissions).
Arkema thus harnesses its technological expertise to offer a
range of new products aimed at improving the technical andenvironmental performance of photovoltaic panels, windturbines, batteries, fuel cells and electrolyzers, as well as
materials for hydrogen storage.

Solutions for batteries
Innovation in its three Specialty Materials segments enables
Arkema to master a range of solutions for developing batteries
offering higher energy density, faster charging, enhanced
safety and lower carbon impact across its lifecycle.
The Group's portfolio of solutions covers the cell interior andexterior, and battery assembly through to integration andinterfacing with the vehicle’s other functions.
Inside the cell, for example, the Kynar® PVDF fluoropolymer
is used in the main components of lithium-ion batteries – inthe electrodes as the binder for the active phase and as aprotective coating for the separator. Incellion™ acrylic
polymers bring optimized formulations for anodes, adhesion
primersandceramic-coatedseparators.
Ultra-pureForanext® lithium salts inside the cell move lithium ions fromone electrode to the other. Graphistrength® carbon
nanotubes improve electrical conductivity in the electrodes
for faster charging and greater power delivery. These
products play an important role in the battery’s lifespan andperformance. For this reason, they are the subject ofconstant, innovative research to improve current-generation
batteries and to develop tomorrow’s semi-solid and solidstate batteries.
On the outside of the cell, Sartomer® UV resins provide celland module protection for electrical insulation. Bostik®
adhesives ensure mechanical integrity and thermal management
between cells, and protect the battery's active elements fromexternal aggression, while enabling disassembly and recycling.
Rilsan® PA11 coating resins provide external protection for thebattery and the metal conductors that distribute power tothe vehicle's subsystems.

46

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Incellion™ materials and additives
for higher‑performance lithium batteriesWith this new range of acrylic binders and additives, underthe Incellion™ brand, electric vehicle battery manufacturers
can optimize their electrode and separator formulations
for both existing and new-generation cell technologies.
These innovations deliver higher-performance batteries,
with faster charging, longer life and higher energy density,
while guaranteeing the highest levels of safety andenvironmental compliance. These acrylic innovations
are the fruit of unique synergies between Arkema's
Coating Solutions, Adhesive Solutions and Advanced
Materials business segments. This technology strengthens
Arkema's commitment and prospects in the newmobility and energy markets.

Materials solutions for hydrogen mobility
Arkema has positioned itself as a benchmark “materials” partner
for hydrogen mobility systems. The technical challenges toaddress correspond to the areas of development of highperformance materials that are both lightweight andresistant to extreme conditions. Moreover, the deployment ofhydrogen as the energy solution of the future will require anindustrial scale-up. As a major chemicals group, Arkema has
the appropriate know-how to achieve this.
Rilsan® polymers offer low hydrogen permeability and so canbe used in the manufacture of tank liners resistant to lowtemperatures (-40 °C). Rilsan® polyamide 11 liners are alreadyused in high-pressure hydrogen tanks for road transportation.
The carbon fiber composites and related processes
developed by Arkema open up possibilities for the productionof entirely thermoplastic high-pressure (700 bars) tanks forcars, trucks, buses or trains, which would be more resistantto alternating stress and fully recyclable at the end-of-lifestage. The Group is also looking into composite solutions forcryogenic (liquid hydrogen) tanks for long-distance or airtransportation. In addition, studies are underway to equiphydrogen tanks with sensors using Piezotech® electroactive
polymers, which could monitor potential damage to thecomposite structure in real time and thereby improve thesafety of fuel cell electric vehicles (FCEVs).
Lastly, Kynar® high-chemical resistance fluoropolymers areprime candidates for electrolysers and fuel cells to improvethe durability of bipolar plates and to provide innovative andcompetitive solutions for materials comprising membraneelectrode assemblies (MEAs).
All of these research areas were recognized as Important
Projects of Common European Interest (IPCEIs) by theEuropean Union in 2022.

Innovation and business overview
Innovation strategy

Materials for the wind turbine industry
With its Elium® thermoplastic liquid resin and its Bostik®
structural adhesives, Arkema offers a breakthrough innovationin the composites market, especially in the production of windturbine blades. The resin’s recyclability represents a significant
advantage for wind turbine blades, for which end-of-life recycling
is a major industrial and environmental issue. Arkema has
been participating in the Zero wastE Blade ReseArch (ZEBRA)
project since September 2020. Led by IRT Jules Verne, thisproject aims to create the first 100% recyclable wind turbine
blade and brings together Arkema, Engie, LM Wind Power,
Owens Corning and Suez. Arkema’s position in this consortium
demonstrates the Group’s commitment and drive to be partof a product design model with a circular economy approach.
In 2020, the Elium® technology won the Pierre Potier prize,
which is awarded by the French Ministry of Industry to commend
sustainable development initiatives by the chemical industry.

Materials for photovoltaic cells
Photovoltaic cells are made up of a number of hightechnology polymer materials that protect the silicon layerfrom outside elements. Arkema harnesses its performancematerials expertise to bring to this market a large number ofinnovations, such as:

1.1.2.1.2

1• Apolhya® grafted polyolefins and Luperox® organic peroxides,
for the protection of photovoltaic cells by encapsulation;• Kynar® fluoropolymers, for panel backsheet protection; and• Bostik® EPS polyester adhesives, used to laminate panel
backsheet protection films.

A 93-meter wind turbine blade in Elium® resin
In 2023, the Chinese company Sinoma Wind Power
Blade Co manufactured its first wind turbine blade ina recyclable thermoplastic composite, based on Elium®
liquid resin. At 93 meters, this sets a new world record
for the length of a thermoplastic composite windturbine blade. Following European production of 62- and77-meter blades by LM Wind Power for the ZEBRA project,
this latest achievement further confirms the capabilityof Elium® resin to be used in the manufacture of verylarge parts by resin infusion. The composite materials madefrom this substance deliver the same performances
as those made from thermoset resins with an added
unique benefit: recyclability.

Advanced electronics

The numerous innovations for electronics contribute to the
UN SDG 9: “Build resilient infrastructure, promote sustainableindustrialization and foster innovation”.
Through its high performance polymers range (specialty
polyamides and fluoropolymers), Arkema offers innovative
solutions for the mobile device market, such as smartphones
and tablets. These solutions relate to battery safety and life
per charge and to the internal structural parts of thesedevices, which are required to be increasingly thin while
offering ultra-high rigidity and made using the same simple
injection molding process, as well as to the external parts,
which need to be stain- and shock-resistant but also haveaesthetic and haptic qualities. Rilsan® polyamide 11 is thefoundation for these latest innovations, combining the very
high level of performance required for these applications
with its 100% bio-based and recyclable qualities. Arkema hasdeveloped an elastomer version of Rilsan® material, Pebax®
Rnew®, and a transparent version, Rilsan® Clear Rnew®.
With the acquisition of a majority stake in PI Advanced
Materials in late 2023, Arkema is expanding into ultra-highperformance polymers for electronics: polyimides. In film or
varnish form, polyimides, with their high thermal resistance,
are key components in OLED displays, flexible screens and5G antennas. Arkema completes this range of materials withadhesive solutions for their assembly. A new range ofengineering adhesives has been developed and marketed by
Bostik under the Born2Bond® brand. The range includes
photocure adhesives for the assembly of electronic equipmentwith enhanced precision and productivity, and photocure
sealants shaped in situ, which ensure that the devices arewatertight and can be dismantled and repaired. With theacquisition of Polytec PT in 2023, Bostik has also expanded
its range of high value‑added adhesives for electronics, with
conductive adhesives for the assembly and thermal
management of semiconductors, printed circuits, photovoltaic
panels and flexible electronics. With its Piezotech® fluorinatedelectroactive polymers, Arkema provides an innovative rangeof materials for emerging electronics trends, such as organic,
flexible and printed electronics. Piezotech® fluorinated polymers
and inks have unique properties, making them central to thedevelopment of next-generation sensors, actuators and flexible
transistors. Already used in smartphones and acoustic
sensors, these materials also offer attractive possibilities in
consumer applications such as car dashboards and seats,
virtual reality gloves, smart textiles and footwear, fitness
trackers, video game controllers, flexible screens, smart pill
dispensers and more. Professional applications currently
being assessed include connected packaging, border controls
and medical imaging. In the field of renewable energy, thesematerials are the foundation of real-time monitoring systems
for batteries and hydrogen tanks, optimizing their lifespan,safety and operating costs. To develop these innovations,Arkema draws on an ecosystem of partnerships, including
universities, industrial companies and trade organizations in
the European Union and around the world.

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1

Innovation and business overview
Innovation strategy

Foranext® high-purity fluorinated solutions also play animportant role in the various stages of the manufacture ofsemiconductors, where they are used to selectively eliminate
matter through plasma etching. Similarly, Peroxal® high purity
hydrogen peroxide grades enable efficient and moreenvironmentally friendly wet etching processes.
In addition, E-Pure MSA® high purity methanesulfonic acid isa biodegradable electrolyte medium used for electroplatingin the printed circuit board manufacturing process.
In the Coating Solutions segment, specialty monomers andSartomer® and Sarbio® photocure resins have been developed
to protect printed circuits and electronic components through1.1.2.1.3

The technologies developed by Arkema offer an ever-expanding
range of innovative materials that combine performance andsustainability, particularly in terms of carbon footprint
reduction. Examples include materials that are recyclable ormade from renewable, bio-based or recycled raw materials.
Such innovations contribute to the UN SDG 12: “Ensuresustainable consumption and production patterns”.
Arkema has been working for a long time on the developmentof Rilsan® bio-based polyamides that are widely used in sporting
goods such as tennis rackets, bicycle saddles, running shoes,
watch cases and bracelets, as well as in structural parts for
digital mobility equipment such as phones and tablets. The
Pebax® Rnew® range of thermoplastic elastomers, which
deliver outstanding energy return, light weight, and durability,
has become the benchmark for ski boots and sports shoe soles.

The Rilsan® Clear Rnew® transparent polymer is used ineyewear frames, watches and respiratory masks. Rilsan®
Invent Natural fine powders are used in powder-melting
3D printing for making custom items such as racing shoes,
protective helmets and eyeglass frames.
In these applications, the range of high-performance polymers
is complemented by complexing adhesives for textiles, andby N3xtDimension® photocure resins for 3D printing ofcustom accessories.

Arkema wins the ICIS 2023 award
for “best innovation by a large company”
This award was in recognition of work by Arkema and its
partner ON on developing the Cloudneo high-performancerunning shoe, designed for full recycling. This “monomaterial” shoe is made entirely from Arkema's bio‑basedpolyamide resins, and is therefore easily recyclable.
The shoe is rented to the runner under the Cyclon™
monthly subscription service. The runner returns the usedshoes for recycling through Arkema's Virtucycle® recycling

program. This success was made possible thanks to
the many years of technological development across a
range of high-performance materials meeting the technicalrequirements of the various shoe components.

Efficient buildings and homes

Energy efficiency, health, comfort and environmental friendliness
are key concerns in developing the building of the future, withmarket demand in this area growing rapidly. The responses
provided to these needs contribute to the construction ofsustainable cities and communities, the focus of the United
Nations’ SDG 11: “Make cities and human settlements inclusive,
safe, resilient and sustainable”. This long-term trend isstrengthened by government initiatives on reducing CO2
emissions from new and old buildings. It generates a fast‑growing
market for which Arkema has made R&D a key focus.

48

Moreover, the arrival of 5G technology brings a strong increasein demand for functional materials (dielectric properties,
microwave transparency) and for specific energy storage
systems, which represent development opportunities for theGroup’s innovative materials such as Kynar® fluoropolymers,
Elium® resins, Nanostrength® additives and Sartomer® resins,
as well as PI Advanced Materials polyimide films and varnishes.

Sustainable lifestyle

With living standards improving, particularly in emerging
countries, and the need to preserve the climate and natural
resources, demand for consumer products that are both
high-end and more sustainable is rising significantly. The
trend is particularly strong in sports equipment, consumer
electronics and luxury.

1.1.2.1.4

encapsulation and coating. They improve the mechanicalresistance of electronic devices and provide better protection
against damage caused by the environment, thus increasing
longevity.

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Arkema thus offers solutions for the thermal and acoustic
insulation of buildings, achieved by combining vacuums orair, fibers and foam, which have low thermal conductivity,with structural materials such as glass, metal and wood.
In particular, Arkema offers a range of adhesives for theconstruction of windows, doors and insulation panels, as well as
Coatex® formaldehyde-free acrylic binders for the manufactureof fiber insulation materials. The Group has also developed
innovative solutions for the production of ultra-high performance
double-glazed windows, including Siliporite® molecular sieves
and Bostik® 5000 sealants for the long-term performance of
double-glazed windows, and Durastrength® and Clearstrength®
additives to optimize the mechanical strength of PVC frame
profiles. Bostik's high-performance self-adhesives are used
for airtightness and waterproofing purposes. New-generation
Forane® HFO blowing agents, with low global warming
potential, are used for making thermal insulation foams.

Innovation and business overview
Innovation strategy

The health impact of products used and indoor air quality are
powerful drivers of innovation in the home. This is a major
R&D focus for Bostik, and particular attention is paid toformulations which proactively limit the use of additives withunfavorable toxicity profiles. For example, the most recent
floor covering adhesives are phthalate- and solvent-free andhave sufficiently low volatile organic compound (VOC)
content to obtain health certifications like EMICODE® EC1Plus and to meet the environmental standards required for
LEED® and BREEAM® certification. The latest grades are 35%
bio-based.
The coating resins activity in the Coating Solutions segment
also contributes to the development of healthier, moreenvironmentally friendly homes. Most new grades of acrylic
and alkyd emulsions, which are developed by this business,
can be used without the addition of a coalescing agent,
enabling customers to prepare very low VOC coatings. Some
grades also capture formaldehyde from ambient air. Moreover,the new binders for exterior paints offered by Arkema haveenhanced dust and water resistance and excellent stability
with regard to environmental conditions.

1.1.2.1.5

1Lastly, the Kynar Aquatec® PVDF emulsion is used in theformulation of white coatings for cool roofs, which reducebuildings’ energy consumption. These resins are exceptionallydurable, thus preserving the white finish for an especially longtime without maintenance. Thanks to these improvements,
consumers can use the coatings for a number of years,
thereby reducing the environmental impact of maintenanceand replacement works.
Research on efficient buildings and homes also benefits fromthe Arkema Smart House development, which is located at the
Venette R&D site in France. This one-of-a-kind laboratory-house
was designed to bring together players in construction tocooperate on innovation and sustainable development. The
purpose of the concept house is to test, develop and approvenew solutions to major challenges facing the constructionindustry, particularly energy efficiency, environmental footprint
and the health and comfort of building occupants. Since its
creation, the project has offered a real-scale illustration ofseveral innovative solutions, including solutions that improve
occupants’ acoustic comfort and new adhesive concepts thatmake it possible to recycle plastic flooring by simplifying the
replacement process and reducing the associated costs. The
improved functionality of construction components such as
walls and floors is also under review.

Water filtration, medical devices and crop nutrition

Water filtration
Worldwide population access to drinking water is a major
challenge, the focus of the UN SDG 6: “Ensure access towater and sanitation for all”. This is also a high-potential
market, particularly as regards industrial, agricultural anddomestic water treatment. Arkema develops a highly
innovative material for the membrane filtration process, Kynar®
PVDF resins, which are used as ultrafiltration membranes totreat wastewater or make water drinkable. They allow formuch finer filtration of suspended matter, bacteria andviruses while increasing the volumes of treated water by 20%,at constant energy levels. When used with Nanostrength®
copolymers, they can double the service life of certain
filtration systems, from 5 years to 10 years.

Medical devices
Innovation in the medical sector contributes to the UN SDG 3“Empowering people to live healthy lives and promoting
well‑being at all ages”. Arkema's performance materials areused in the manufacture of medical and paramedical equipment
and accessories, replacing traditional materials such as glassor metal, while meeting requirements for robustness, safety,
resistance to sterilization and microbial attack, and good lighttransmission. Pebax® MED copolymers are used for making
catheters. Rilsan® Clear MED polyamides are used for making
catheters, breathing masks, syringes and transfusion andperfusion lines. Bio-inert, sterilizable and highly resistant,
Kynar® PVDF can be used for making single-use equipment,
autoclaves and filtration membranes. All these products
meet all the stability, purity and safety requirements of the
medical industry.
In the dental field, Arkema develops light-sensitive resins forphotopolymerization 3D printing, along with fine polyamide
powders for powder-bed fusion 3D printing, which are seeing
strong growth in the printing of dental models and molds formaking custom orthodontic prostheses.
Manufacturers in the medical sector also use Born2Bond®
adhesives in the production of advanced medical and surgicalequipment, where compatibility with medical-grade polymer
materials is paramount. Main applications include theassembly of needles, syringes, catheters, tubes and masks,
along with electronic medical devices such as hearing aids,and equipment such as medical imaging scanners.
Piezotech® electroactive polymers are the focus of numerous
developments in the medical field. They are used to manufacture
flexible sensors for measuring heart rate and other vital
signs, ultrasound probes for imaging, pressure sensors forcatheters or robots, and actuators for catheters or steerable
guide wires. Given their unique haptic properties, work is also
under way on possible applications in virtual and augmented
reality devices in surgery.
Lastly, a new generation of compact, mobile oxygen concentrators
uses Nitroxy® molecular sieves to produce oxygen-enriched
air on demand for patients suffering from respiratory diseases.

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Innovation strategy

Crop nutrition
Many operational challenges are raised with regard to theefficient production, blending, storage, handling, transportation
and application of fertilizers and crop nutrients. To address
the expectations of this dynamic market and contribute to
the UN SDG 2 “Eradicate hunger, ensure food security, improve
nutrition and promote sustainable agriculture”, Arkema designs
and supplies additives and formulations to optimize fertilizer

production and application. Defoamers, filtration aids, clarification
aids and corrosion inhibitors optimize the performance andefficiency of production processes. They are complemented
by dust- and water-repellent coatings. These additives are an
integral part of the finished fertilizer product, improving its
quality, durability, functional value and agronomic efficiency.

1.1.2.2 Group-wide R&D programs
1.1.2.2.1

Lightweight materials and design

In addition to their use in the wind power and hydrogen storage
markets, thermoplastic composite materials and adhesive
bonding offer lightweighting design solutions for energy-efficientmobility. Replacing steel parts with substitutes made fromthese thermoplastic resins is expected to deliver weightsavings of between 30% and 50%. By developing solutions
that can be used to reduce the weight of materials used inland and air vehicles and thereby lower fuel consumption,
Arkema contributes to the UN SDG 13: “Take urgent action tocombat climate change and its impacts”.
Current carbon- or glass-fiber-based composites make heavy
use of thermoset polymers, for which the cross-linking
process is irreversible. These resins present two limitations:they are extremely hard to recycle and their production cycle
time makes them difficult to use in high throughput industries
such as automotive.
Arkema has developed thermoplastic-polymer-based composites
with innovative resins (Elium®, Kepstan® and Rilsan®), which areadapted to the specific needs of various markets. The recyclable
Elium® resin is used in applications in the automotive, wind
power, shipbuilding and construction industries, while Kepstan®
PEKK makes it possible to obtain particularly hard‑wearing andflame-retardant parts that meet the stringent specifications of
the aerospace industry.

3D printing, or additive manufacturing, also addresses lightweight
manufacturing challenges. By making it possible to design
complex parts, these technologies simplify assembly andmake it possible to replace metal parts traditionally derived
from smelting or tooling, with a subsequent reduction inweight. Arkema occupies a unique position, with a range thatnow covers all additive manufacturing technologies: powder
bed fusion, filament extrusion and UV curing with Rilsan®
polyamide 11, Kepstan® PEKK, N3xtDimension® curable resinsand Pebax® thermoplastic elastomers.
Arkema has set up a digital platform dedicated to 3D printing
to spur the development of innovative solutions and meetthe needs of end customers by offering them development
partnerships, a unique range of materials and services andArkema’s application-oriented expertise. To support theaccelerating rise of 3D printing as an industrial manufacturingmethod, Arkema has a global centre of excellence for each of
the three additive manufacturing technologies: powder bed
fusion in Serquigny (France), photosensitive liquid resins inExton (Pennsylvania, United States), and filament extrusion in
King of Prussia (Pennsylvania, United States). These centresof excellence, all featuring advanced 3D printing equipment,
are collaborative spaces where the Group’s materials
experts, technology partners and customers can speed up
the development of additive manufacturing.

1.1.2.2.2 Bio-based or bio-synthesized materials

Global population growth, rising living standards and industrial
intensification are all driving an increase in the use of fossil
fuels and therefore contribute to global warming. Mindful of
the need to reduce the use of non-renewable fossil
resources, Arkema has long been involved in the developmentof bio-based products, thereby supporting the UN SDG 12:“Ensure sustainable consumption and production patterns”.
Arkema has developed a wide range of bio-based polyamides
derived from the castor plant, which is mainly grown inwater-scarce regions of India. This range of high performancepolymers has grown considerably in recent years. The Group’s
expertise and innovation mean that it can offer a wide rangeof renewable polyamides in diversified markets such astransportation, consumer goods, energy and 3D printing.

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2023 Universal Registration Document

Since 2021, Arkema has also marketed a new range offluoropolymers produced with carbon derived from biofeedstock, using the mass balance approach. These Kynar®
CTO bio-attributed PVDF grades are ISCC+ certified. In 2022,
the Coating Solutions segment expanded its offering with a
new range of bio-attributed specialty acrylic monomers, resins
and additives, which are also ISCC+ certified under the massbalance approach, enabling Arkema’s customers to reduce
their Scope 3 greenhouse gas emissions.
Lastly, Arkema has developed a special sulfur-based
intermediate for the production by its partner, South Koreabased CJ CheilJedang, of L-methionine, a methionine fromrenewable sources produced by replacing the use of propylene
with a unique fermentation process. These innovations havebeen implemented at the Kerteh production facility in Malaysia.
The remarkable results obtained have led Arkema to set up a
research program on enzyme catalysis as a synthesis process
for other products in its portfolio.

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1

1.1.2.2.3 Circular economy
Recycled raw materials and productionof recycled polymers by the GroupAs a key component of the circular economy, recycling isaddressed by the Group from several angles:• the use of recycled raw materials, whether sourced
directly from the market or resulting from the recycling of
end-of-life Arkema products collected on the market;• the development of recycling technologies for the Group’s
innovative materials in partnership with the relevant
industrial sectors; and• the contribution of Arkema customers to the circular
economy by offering solutions that can be recycled within
their own value chains.

Bostik® SF10M: the first RecyClass-approved
adhesive for recyclable PE packaging
Recycling of multilayer plastic films in foodstuff packaging
is a major challenge where the choice of adhesive is a
key factor: it must ensure the packaging is solid
enough and protect the food, while maximizing thequality of the recycled output from the used
packaging to enable reusability. Bostik is highly active
in sustainable flexible packaging technologies and hasbrought to market the pioneering SF10M, the firstadhesive approved by the RecyClass protocol for thepolyethylene packaging recycling sector in Europe.
Qualification tests have shown that up to 50% of themultilayer films obtained with Bostik® SF10M
adhesive, once recycled and granulated, can be reused
to produce new polyethylene films of very high quality.

In 2019, Arkema launched the Virtucycle® program incollaboration with Agiplast to develop loops for the collection
and regeneration of high performance polymers while minimizing
CO2 emissions. Thanks to the acquisition of Agiplast in 2021,
Arkema became the first fully integrated high performancepolymer manufacturer offering both bio-based and recycledmaterials. The strong know-how acquired in mechanicalrecycling technologies will now enable Arkema to offer highquality recycled polymers to its customers.

Developing technologies for recycling the Group’s materials
Arkema provides materials for applications in which recycling
will become a key issue. Examples include the thermoplastic
polymers (Elium®, Rilsan® Matrix) used to manufacture windturbine blades and hydrogen tanks. Through its proactive
work on recycling capabilities, Arkema has demonstrated thefeasibility of mechanically or chemically recycling scraps andend-of-life wind turbine blades made from Elium® thermoplastic
resin. Since it is chemically recyclable, the resin can be usedover and over again while preserving the same properties asa virgin resin, making this technology a perfect fit for thecircular economy.

Arkema’s contribution to the circular economy
downstream of its products
Among the many solutions offered by the Group are Kercoat®
and Opticoat® coatings, which allow glass bottles to berecycled, and Bostik® adhesive grades for the lamination offlexible food films, which can be mechanically recycled withother used packaging.

1.1.2.2.4 More efficient and virtuous processes• the use of innovative technologies to recycle effluents
and/or recover the chemical components present.

Innovation in manufacturing technologies helps to improvereaction yield and reduce the environmental footprint of
manufacturing processes, by reducing energy and water use,
limiting air emissions and effluent discharges, minimizing
waste generation and cutting down direct and indirect
greenhouse gas emissions. Arkema has thus deployed several
technology innovation programs that enable it to contributeto the UN SDG 12: “Ensure sustainable consumption andproduction patterns”. These platforms notably focus on:• the use of the latest innovations derived from molecularmodeling to more accurately predict chemical phenomena;• new solutions that intensify the separation of the primary
product from the reaction by-products;• the development of online analyses that monitor changes
in the reaction process and the purity of products without
the need for human intervention to obtain samples, thereby
avoiding drifts in the production and ensuring consistentproduct quality; andIn 2022, a new process innovation program on carbon footprint
reduction technologies was set up. This program helps
incorporate innovative decarbonization technologies, including
new-generation heat pumps and unit operation electrification
solutions, into Arkema’s process portfolio. It will also study
the potential of other technologies, such as carbon captureand storage and organic waste-to-energy techniques using
pyrolysis and methanization.

An innovative process for the decarbonizationof acrylics production at the Carling site (France)
An innovative acrylic purification technology has beendeveloped and patented. Partially funded by the
French government, when this comes into industrial
operation at the Carling site (France) in 2026, it will
enable the Group to decarbonize production through a
20% reduction in the site's greenhouse gas emissions,while improving its operating efficiency, environmental
footprint and competitive performance. This innovation
will help Arkema to position itself as a leader in low
carbon acrylic materials and help customers reduce
their Scope 3 emissions.

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1.1.3

Patent and trademark management

Arkema notably uses patents to protect the innovations generated by its research and development efforts, whether in relation
to its innovative manufacturing technologies or products. Intellectual property rights also enhance the value of the Group’s
products and brands in the eyes of its customers and enable it to be recognized as one of the most innovative in its industry.
The Group’s portfolio of patents and trademarks therefore represents a key asset for its business.

1.1.3.1

Patents

Protecting the Group’s technologies, products and processes
with patents is key in optimally managing its business.
Consequently, Arkema files patent applications in its mainmarkets in order to protect new chemical compounds, newmaterials with high technical performance, new synthesis
processes for major industrial products and new productapplications.
The number of patents granted and the number of patentapplications filed annually are good indicators of R&D investment
and performance. In 2023, Arkema filed 216 priority patentapplications, of which 204 related to sustainable development.
At 31 December 2023, it had 5,351 patent applications
pending (1) and held 10,047 patents. The high ratio of pending
patent applications to patents filed per year is due to thelengthy examination process.
Patent protection, in countries where Arkema seeks it, istypically granted for the maximum legal period of twenty years,
calculated from the application date. The level of protection
varies from one country to another, depending on the patenttype and scope. Arkema seeks patent protection in many
countries and regions, primarily in Europe, Asia, North America
and South America.

Arkema actively protects its markets. To this end, it monitors
competitors and takes action against any third-party
infringements of its patents. The Group also challenges
third-party patents that are granted without justification andtakes legal action to have them declared null and void.
The expiration of a basic patent for a product or process canlead to increased competition as other companies bring new
products to market. In some cases, however, the Group may
continue to benefit commercially from a patent after its
expiration by leveraging expertise related to a product orprocess or by filing for application or improvement patents.
In line with its Business Lines strategy, Arkema may be open to
granting licenses to third parties or negotiating operating
licenses for its own needs. For inventions by employees, theGroup continues to use the system that it implemented in 1989,
whereby it grants additional compensation to employees whose
inventions have given rise to a commercially exploited patent.

1.1.3.2 Trademarks
Trademark protection varies from country to country. Whilein most countries, trademark rights are the result of registration,
in some, they may be based on usage regardless of registration.
Trademark rights are obtained by registering the trademark
nationally, internationally or even supra-nationally in thecase of EU trademarks. Registrations are usually granted fora ten-year term and can be renewed indefinitely.
Arkema implements a centralized, dynamic trademark registration
policy that draws on a worldwide network of intellectual
property advisors.

(1)

52

In particular, Arkema holds the trademark rights to its main
products. Examples of Arkema Group flagship brands include
Kynar®, Pebax®, Rilsan®, Forane®, Carelflex®, Sartomer®,
Bostik®, Sader®, Quelyd® and Fix & Flash™. Arkema has also
trademark protected the names of its latest innovations,such as Elium®, Sensio® and N3xtDimension®. More recently,
the Group expanded its portfolio with trademarks such as
Flexcryl®, Pliogrip® and Aroset® following the acquisition of
Ashland’s performance adhesives business.
Mindful of the importance of its brand portfolio, Arkema
monitors trademark registrations by competitors in similarbusiness sectors and has a policy of taking legal action
against infringements.

All patent applications filed as part of a centralized procedure – with the World Intellectual Property Organization (WIPO), for example– are counted as a single application, even though the application may result in several patents being granted depending on thenumber of countries subsequently selected.

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1

1.1.4 Research incubator
The aim of the research incubator is to bring new products
to market by carrying out disruptive innovation projects.
These projects are characterized by:• impregnated continuous fiber-reinforced thermoplastic
solutions, such as the Rilsamid® Matrix range, for automatic
fiber placement and thermo-stamping.
®

• their anticipation of changes in technologies or markets;

An eco-responsible concept boat in Elium resin• significant project risks but high value added if successful;

The First 44 E sailboat from the Beneteau Group, presented
at the Paris Boat Show in December 2022, is the first
production model to be made entirely using Elium® resin
for recyclable composites, in partnership with Arkema.
This progress marks a major step forward for the boating
industry in circular economy, by enabling to contributeto the improvement of boats’ lifecycle.

• a market approach closely coordinated with that of therelevant business segments (one project may involve
several Group activities); and• a portfolio that is balanced between projects that are
expected to be brought to market within five years andprojects with longer timelines.
Since its creation, it has notably developed Nanostrength®
nanostructured copolymers, which enhance polymers’ shock
resistance, and Apolhya®, used notably for photovoltaic cell
protection, as well as piezoelectric polymers via the Piezotech
subsidiary. Working closely with academic and industrial
partners, Piezotech is developing applications for electroactive
polymers, notably in the area of haptics for virtual reality
devices and sensors for consumer electronics.
The incubator was also behind the 2016 launch of Arkema’s
thermoplastic composites range, which includes:

Lastly, the incubator developed PEKK, a polymer withstanding
ultra-high temperatures, under the Kepstan® brand. This activity
was initiated in 2010, production capacities were doubled in
France in 2017 and a world-scale PEKK plant at the Mobile,
Alabama site in the United States started production early 2019.
These investments will help to meet growing demand in the
carbon fiber reinforced composites and additive manufacturing(3D printing) markets (for further details, see section 1.1.2.2.1of this chapter). Since 2021, this activity has been part of theHigh Performance Polymers Business Line.

• the Elium® range of solutions for infusion molding or ResinTransfer Molding (RTM) technologies; and1.1.5

A collaborative innovation ecosystem

The aim of collaborative innovation is to develop innovative
solutions with both academic research teams and industrial
partners. These partners may be existing customers or
suppliers, or new players in markets with which the Group is
not yet familiar. This open innovation approach takes theform of participation in industrial research chairs, sharing of

1.1.5.1

laboratories with recognized research institutions, publicprivate research partnerships and industrial partnerships.
The ecosystem also includes technical collaboration orequity investments in startups or innovative companies.

Research chairs, shared laboratories and partnerships with universities

The R&D department has set up numerous upstream
partnerships with scientific organizations, universities andpublic and private research laboratories, such as the CNRS
and the CEA in France and several universities in France, theUnited States, Canada, Belgium, Japan, South Korea andMalaysia. These partnerships take the form of researchchairs, shared laboratories and doctoral and post-doctoral
research contracts. The contribution made by these external
experts enables the Group to advance its research inscientific areas related to its R&D projects.

In 2022, Arkema joined forces with the CNRS and partner
universities to set up two new joint laboratories. The first is iHub
Poly-9 in Lyon (France), which conducts research into new
fluorinated materials for batteries (see focus below). The second
is LAMPS (Light for Advanced Materials and Processes), a jointlaboratory based at the Institut de Science des Matériaux(France) that focuses on the use of light to synthesize and apply
coating and 3D printing resins, adhesives and composite
materials using photopolymerization.

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iHub Poly-9: a new laboratory to design
the batteries of the future
In 2022, Arkema, the CNRS, Claude Bernard Lyon 1
University and CPE Lyon created a joint laboratory:
iHub Poly-9. This joint laboratory, which forms part of
the CP2M (Catalysis, Polymerization, Processes andMaterials) laboratory, specializes in the design of new
fluoropolymers for future generations of batteries. The
laboratory works in partnership with Arkema’s battery
center of excellence located on the Pierre-Bénite
(France) site.

In 2022, Arkema also launched the Arkema-Académie dessciences Prize for innovation in chemistry for sustainable
materials, in association with the Institut de France. Bestowed
annually, it is intended to reward a scientist for breakthroughsin the development of sustainable materials. This philanthropic
initiative will help build a network of high-level scientists andfoster opportunities for collaborative innovation.

1.1.5.2 Industrial partnerships and technology acquisition policy
Arkema also forms downstream partnerships with industrial
companies, as part of joint research programs with customers,
suppliers and even competitors to develop new products andtechnologies. Arkema thus uses its many research partnerships
with customers in order to better understand market demand
and to accelerate the development and time-to-market ofinnovative technical solutions.
The R&D department has a policy of mutually beneficial
collaboration with high value-added SMEs and start-ups andsupports them in their development process. These
partnerships may begin with technical collaborations andfollow through even with the acquisition of equity interest in
the companies, as was the case with ERPRO 3D Factory,
Verkor, Continuous Composites and Tiamat, or outright

1.1.6

At the same time, the investments enable the Group to
position itself in the ultra-innovative product and high-techmarkets. In 2021, Arkema launched the “Start-up Connect”
program, which invites start-ups specialized in advanced
materials from around the world to approach Arkema with aview to establishing a dedicated research collaboration andbenefiting from the Group’s technological support andexperience. This initiative combines the dynamism of small,agile, innovative organizations with Arkema’s unique expertisein specialty materials to develop the innovations of tomorrow.

Digital transformation in R&D

Digital transformation is a new and structural component ofArkema's R&D. Digital transformation seeks to accelerateinnovation in terms of internal processes, industrial andoperational performance, and development of new offerings(products, formulations, materials, services). It has threemain focuses:• acceleration of R&D activities: working from restructured
laboratory data, machine learning or artificial intelligence(AI) systems are used to predict the final properties of ourformulations and materials, and to simplify our research
approach to obtain optimum properties for our customers
in the shortest possible timeframe. Generative AI facilitatesaccess to literature and patents by rapidly summarizing
corpora of thousands of documents, thus simplifying
information retrieval. Drawing on years of research andinnovation in our laboratories, semi-automatic approaches
to spectrum analysis using AI accelerate our chemical
analysis activities. These advances enable us to work more
efficiently on repetitive tasks and to focus our research on
discovering innovative, sustainable materials for our customers;

54

acquisition, as with Colorado Photopolymer Solutions andAfinitica. Thanks to the resources and expert staff thatArkema provides, these start-ups can grow in an applicationoriented environment.

2023 Universal Registration Document• sustainable innovation: the combination of simulation, modelingand artificial intelligence helps us understand the complex
interactions governing the properties of our materials. Thisnew understanding, coupled with the acceleration mentioned
above, extends our capacity for innovation and enables us
to reduce the environmental impact of our solutions. The
structuring of industrial data enables us to optimize ourprocesses and reduce CO2 emissions or electricity consumption
at our industrial facilities; and• the creation of new customer interaction vectors: digitaltransformation facilitates exchanges both inside and outsideorganizations, through data sharing. We are developing digitalco-creation platforms with the aim of offering customers
solutions tailored as closely as possible to their needs.
The digital revolution depends on the strong commitment of
all our employees. It must therefore be accessible to all, andprovide simple, effective solutions. Easy-to-use digital platforms
enable all Arkema teams to benefit from the added value
offered by digital systems. A wide-reaching training programis underway in collaboration with the Group's Human Resources
Development teams to facilitate this transformation anddigital acculturation.

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Business overview

1.2

1

Business overview

As a leading player in Specialty Materials, Arkema aims tooffer the most innovative and sustainable solutions to meetits customers’ current and future challenges, notably thoselinked to major climate and societal issues. The Group's signature“Innovative materials for a sustainable world” reflects thisambition. At the Capital Markets Day on 27 September 2023,
Arkema announced it would be building on its achievements
over the past few years to step up organic growth in highperformance materials and sustainable solutions over theperiod 2024-28.
The Group is organized around three key capabilities inmaterials science: creating and strengthening materials,
assembling and bonding them, and protecting and modifying
them. These capabilities define the three Specialty Materials
business segments : Advanced Materials, Adhesive Solutions
and Coating Solutions. The strength of these three segments
is amplified by the Group’s One Arkema culture, which aims
to share technical and market expertise across the different
Business Lines to develop substantial technological, industrial
and commercial synergies. These three segments accounted
for 92% of the Group’s sales in 2023 and offer attractive
growth prospects. The Intermediates segment consists ofactivities with more volatile results for which the Group will
implement differentiated strategies and whose share will be
gradually reduced over time, and eventually disappear.
The breakdown of 2023 sales by segment, reflecting theongoing refocus towards Specialty Materials, was as follows:

The breakdown of 2023 sales by region, based on the geographic
location of customers, reflected a balanced footprint among
regions and was as follows:* United States, Canada and Mexico.
** Asia and the Middle East.

In 2022, the breakdown of the Group’s sales by region was asfollows: 33% in Europe, 35% in North America, 28% in Asiaand 4% in the rest of the world.
At the Capital Markets Day on 27 September 2023, Arkema
outlined its next development phase. Building on the achievements
since the April 2020 strategy update, the Group now aims toaccelerate its organic sales growth in the medium term, bycapitalizing on its recent or future industrial investments inhigh value-added technological solutions serving fast-growing
market segments supported by sustainable megatrends. By 2028,
Arkema aims to achieve sales of around €12 billion with anelevated EBITDA margin of around 18%, translating into averageorganic sales growth of around 4% per year, and averageorganic EBITDA growth of between 7 and 8% per year in the
period 2024-28. The Group will also maintain its strictfinancial discipline, with net debt not exceeding 2x EBITDA.

The breakdown of 2022 Group sales by segment was asfollows: 25% for Adhesive Solutions, 38% for Advanced
Materials, 28% for Coating Solutions and 9% for Intermediates.

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1.2.1

Adhesive Solutions

Adhesive Solutions (Bostik) includes all of Arkema’s adhesives, glues and sealants for the construction and DIY markets, as well asa large number of industrial markets. With sales of €2.7 billion in 2023, Bostik is one of the global leaders in adhesive solutions.
Adhesive Solutions are organized into two Business Lines:• Construction & 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 inindustrial adhesives for durable goods (transportation,assembly, etc.) and consumer goods (hard and soft packaging,labels and tapes, etc.), as well as in hygiene.

Adhesive Solutions at a glance
Key figures

TOTAL SALES BY BUSINESS LINE

(In millions of euros)

2023

2022

2021

Sales

2,714

2,898

2,278

EBITDA

380

366

316

EBITDA margin (%)

14.0%

12.6%

13.9%

Recurring operating
income (REBIT)

293

288

250

REBIT margin (%)

10.8%

9.9%

11.0%

Recurring capital
expenditure

82

85

77

Capital employed

4,247

4,414

2,864

Main products and markets
Bostik is the world number three in adhesives and sealants (2). Its main competitors are Henkel, HB Fuller and Sika.
Solutions/main markets
Construction & Consumer
Sealants

Sealing, insulation and waterproofing solutions

Walls and floors

Floor and wall preparation products, tile, wall, floor and ceiling adhesives

Consumer/DIY

Adhesive solutions for repairs, attachment, assembly, decoration and renovation

Industrial Assembly
Durable goods

Assembly (electronics, engineering adhesives), automotive and other means of transportation (air, rail, etc.)

Packaging

Packaging, labels and adhesive tapes

Non-woven

Hygiene and personal care

Main growth drivers
The global adhesives and sealants market is estimated at some
€60 billion (2). It covers the industry and hygiene sector (50%),
the construction market (40%) and consumer products (10%).
From a geographic point of view (2), North America represents
around 25% of global demand, Europe around 25%, Asiaaround 44% and the rest of the world around 6%.

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56

Over the next few years, annual global adhesive market growthis expected to be in line with GDP, underpinned by theincreasing replacement of traditional mechanical assembly
systems with new adhesive-based bonding and assembly
solutions that contribute to materials lightweighting andcan be used for the assembly of new materials such ascomposites. The use of adhesives is therefore increasing inmarkets such as batteries and electronics.

Source: IHS Chemical Economics Handbook – Adhesives, Sealants, and Their Raw Materials, December 2022.

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Innovation and business overview
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Adhesives and sealants also help improve the energy efficiencyof buildings and contribute to the fight against climatechange thanks to the development of numerous insulation
and waterproofing solutions. Over the coming years, growthin these areas will be driven notably by stimulus plans
deployed, for example in European countries as part of theGreen Deal.
More generally, the adhesives market will benefit from global
population growth, in particular from the use of adhesives tomake baby diapers, feminine hygiene products and adultincontinence products. It will also be driven by strong
momentum in emerging countries, where per capita
consumption of adhesives is still significantly lower than inEurope and the United States.
Lastly, the adhesives market is still very fragmented with a large
number of local players, continuing to offer opportunities forconsolidation through small- or medium-sized bolt-on
acquisitions.

1• strong and well-known brands, both global (Bostik®) and local(Sader®, Quelyd®, Evo-Stik®, Mem®, Fortaleza®, XL Brands®)
that contribute to customer loyalty, especially in construction
and consumer products;• a global footprint, spanning 43 countries, with 71 production
units in Europe, North America and Asia, and 4 regional
R&D centres;• a unique model in the adhesives industry, combining Bostik’s
expertise in formulations and applications with Arkema’s
materials science know-how and, in particular, its in-depth
knowledge of polymers, additives and coatings. This
combination, which offers strong technological and businesssynergies (access to OEMs and the Group’s markets expertise),enables Bostik to enhance its innovation capacity, develop
tailor-made solutions for its customers and reduce thetime-to-market;

Main assets• strong positions, primarily in the four cutting-edge technologies
of pressure-sensitive adhesives (PSA), technical and thermallyconductive adhesives, hot-melt adhesives and high-performancesealants; andTo support its development, the Adhesive Solutions segment
can capitalize on:• an ability to carry out and integrate small- to medium-sizedbolt-on acquisitions and generate significant synergies.

• strong customer proximity, solid commercial positions anda large portfolio of high performance technologies;

Ambition, strategy and projects
2028 ambition

Main projects completed or underway

At the Capital Markets Day on 27 September 2023, the Groupconfirmed its ambition to consolidate its position as one of
the world leaders in adhesives, targeting average annualorganic sales growth of 3.5% over the period 2024-28, and an
EBITDA margin of 17% by 2028. It also aims to double thisorganic sales growth through targeted acquisitions dependingon opportunities that arise.

As part of its bolt-on acquisition strategy, Bostik regularly
acquires small- and mid-sized businesses with a view toenhancing its technology portfolio and expanding its
geographic footprint. These transactions offer significant
synergies in terms of geographic, technological and businessdevelopment thanks to highly complementary ranges andknow-how. Since acquiring Bostik, the Group has made over
15 acquisitions, including the two major ones of Den Bravenand Ashland performance adhesives.

Strategy
To support its ambition for 2028, the segment will focus on
three strategic priorities:• accelerated development in sustainable high-performanceadhesive solutions for industry, construction and DIY, driven
by new environmental regulations and their increasingly
widespread application in emerging countries. In industry,high-performance adhesives notably meet customers’
technical requirements in batteries for electric mobility
and in the field of lightweighting. Moreover, sealants andflooring adhesive systems for the construction andconsumer markets help to improve the energy efficiency ofbuildings. The Group also aims to develop solutions toaddress customer needs with regard to recycling andperformance and productivity improvement;• sustained focus on operational excellence. In order tocontinue improving its performance, Bostik regularly carries
out operational excellence programs aimed at optimizing
its industrial base and maximizing synergies with the restof the Group, whether in procurement, talent management
or shared services (finance and IT);• further bolt-on acquisitions to benefit from the consolidationof the adhesives market.

On 28 February 2022, Arkema finalized the acquisition of
Ashland’s performance adhesives business, based on an
enterprise value of US$1,650 million, marking another key
step in Bostik’s growth. Ashland’s performance adhesives, afirst-rate leader in high performance adhesives in the UnitedStates, benefits from a large range of cutting-edge
technologies and well-known brands. It has enjoyedsustained growth in recent years and has significant growthpotential in Europe and Asia. Given the very strong
complementarities in terms of geographic exposure, applications
and integration in acrylics, synergies for the Group are
estimated at around US$45 million in EBITDA by 2026.
In addition, on 1 July 2022, Bostik finalized the acquisition of
Permoseal in South Africa, one of the leaders in adhesive
solutions for woodworking, packaging, construction and DIY.
Its well-known brands, including Alcolin®, and its extensive
range of high performance adhesive solutions complement
Bostik’s offering in the region, strengthening its positions inSouth Africa’s and Sub-Saharan Africa’s dynamic industrial,construction and DIY markets.
More recently, with the acquisition of Polytec PT, finalized on
1 June 2023, Arkema has strengthened Bostik's productoffering to address the fast-growing battery and electronics
markets. In particular, Polytec PT has developed strong
expertise in thermal interface materials, essential for rapid
battery charging and efficient heat dissipation.

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Business overview

Arkema recently acquired Arc Building Products in Ireland, a company specializing in construction adhesives and sealants.
This acquisition, finalized on 2 January 2024, strengthens Arkema's position in Ireland's growing construction adhesives market,
through a broader range of solutions and a local industrial footprint.
Description

Sales (1)Acquisition date

Poliplas

A Brazilian leader in hybrid-technology sealants and adhesives~€10m

March 2021

Edge Adhesives Texas

Manufacturer of hot-melt adhesives and pressure sensitive adhesive
tapes for residential construction~US$12m

June 2021

Permoseal

One of the leaders in adhesive solutions for woodworking, packaging,construction and DIY in South Africa~€44mJuly 2022

Arc Building Products

Irish company specializing in tile adhesives, floor preparation systems
and waterproofing and bonding solutions~€15m

January 2024

A leader in high performance adhesives in the United States(pressure-sensitive adhesives, structural adhesives for bondingin construction, composites and transportation, and adhesives
for flexible packaging)~US$360m

February 2022

Shanghai Zhiguan
Company specialized in hot-melt adhesives
Polymer Materials (PMP) for the consumer electronics market>€1m

April 2022

Polytec PT~€15m

June 2023

Acquisition
Construction & Consumer

Industrial Assembly
Ashland Performance
Adhesives(1)

Company specializing in thermal interface materials for batteries,
and high-performance adhesives for the electronics market

Based on press releases published when the acquisitions were announced.

1.2.2 Advanced Materials
Broadly exposed to the major challenges of sustainable
development, the Advanced Materials segment offers a wide
range of high-tech solutions. Through substantial investments ininnovation and R&D, these address the growing and increasingly
complex needs of customers in the fields of lightweight materials,
renewable energies (batteries, wind power, solar power, etc.),
bio-based or recyclable materials, and in new production
methods (3D printing), particularly for cutting-edge sectors
such as green energy, electric mobility, advanced electronics,
sustainable lifestyle, efficient buildings and homes, water
filtration, medical devices and crop nutrition.

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Advanced Materials are organized into two Business Lines:• High Performance Polymers, materials with excellent
mechanical, chemical and thermal resistance properties
that can be used in a very wide range of high-value added
applications. Since 1 December 2023, this Business Line has
included polyimides from PI Advanced Materials (PIAM); and• Performance Additives, which are made-to-measure solutions
essential for improving the properties of certain materials
and which play a critical role for Arkema's customers to
optimize their production processes and accelerate theimplementation of their sustainable development roadmaps.

Innovation and business overview
Business overview

1

Advanced Materials at a glance
Key figures

TOTAL SALES BY BUSINESS LINE

(In millions of euros)

2023

2022

2021

Sales

3,562

4,341

3,307

666

941

671

EBITDA margin (%)

18.7%

21.7%

20.3%

Recurring operating
income (REBIT)

366

663

388

REBIT margin (%)

10.3%

15.3%

11.7%

Recurring capital
expenditure

363

333

283

Capital employed

4,538

3,529

3,084

EBITDA

2021 data has been restated following the reclassification of upstream
PVDF from the Intermediates segment to the Advanced Materials segment
as from 1 January 2022.

Main products and markets
Ranking (1)Main markets

Specialty long-chain
polyamides (PA11, PA12)

No. 2 worldwide

Automotive and transportation, electronics, consumer goods (sports
equipment, textiles), electric cables, water transportation, energy, medical

Fluoropolymers (PVDF)

No. 1 worldwide

Architectural coatings, chemical industry, new energies(lithium‑ion batteries, photovoltaics), water treatment, energy

Polyimides

World number one
in polyimide films

Electronics, electric vehicles

High Performance Polymers

Fluorospecialties(1233zd, electrolyte salts)
PEKK

Thermal insulation, batteriesNo. 2 worldwide

3D printing, aeronautics, oil & gas

Thiochemicals

No. 1 worldwide

Animal nutrition, energy, biofuels, solvents, polymers

Specialty surfactants

No. 1 worldwide
in crop nutrition

Crop nutrition, infrastructures, mineral extraction, energy

Organic peroxides

No. 2 worldwide

Polymers, renewable energies

Hydrogen peroxide

No. 3 worldwide

Paper pulp, chemical products, water treatment, disinfection, electronics

Molecular sieves

No. 2 worldwide

Energy, gas separation, petrochemicals, healthcare (medical oxygen), buildings,
pharmaceutical packaging

Performance Additives(1)

Sources: internal estimates based notably on market studies.

Arkema's main competitors in these markets are Evonik,
Ems-Chimie, Syensqo, Kureha, Wanhua, Victrex and DuPont
in High Performance Polymers, and Chevron Phillips Chemical,
Evonik, Nouryon, Clariant and Syensqo in Performance Additives.
Due to their properties, Advanced Materials serve a verybroad range of markets. They are particularly well positioned
to address growing demand for sustainable materials, thus
offering very attractive growth prospects.

Advanced Materials and in particular specialty polyamides, or
PEKK, are especially sought after for materials lightweighting
in several markets such as automotive, aeronautics, sports
equipment and wind power. These materials can be used asa substitute for metal in a certain number of applications,
thereby significantly reducing the weight of vehicles andtheir CO2 emissions. 3D printing also helps to meet this goalby designing complex parts that replace traditional metalcomponents. Arkema has therefore developed a comprehensive
range of unique solutions for these markets, with PVDF,
Pebax® and polyamide 11.

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Business overview

In addition, in order to address the challenge of natural
resources preservation, Advanced Materials offer a broad
range of innovative solutions in:polymers (specialty polyamides and PVDF), which launched
a new series of recycled high performance polyamides
in 2022; and• green energy, where Arkema’s materials are widely used in
the lithium-ion battery and photovoltaics markets, and in
biofuels with DMDS. The Group is also working on highly
promising new solutions for batteries (electrolyte salts,
thermoplastic composites for cases, Forane® 1233zd forcooling systems, polyimides, hydrogen peroxide for recycling,surfactants for lithium extraction) and for hydrogen;• low-carbon solutions using renewable or low-carbon energy
sources. The carbon footprint of Rilsan® polyamide 11 is
now less than 2 kg CO2e/kg (3), which, taking into accountthat this resin is bio-based, represents a saving of around
70% compared with traditional polyamide resins using raw
materials of fossil origin and conventional energy sources.

• bio-based and bio-attributed solutions such as polyamide 11,
derived from castor oil, or bio-surfactants, thereby helping
to reduce consumption of fossil fuel-based raw materials;• recyclable solutions, or solutions contributing to improved
recyclability for products that use them, such as CecabaseRT® additives for asphalt. In 2021, Arkema strengthened its
recycled solutions portfolio with the acquisition of Agiplast,
a company specializing in the regeneration of high performance

More generally, Arkema’s Advanced Materials addresses thegrowing needs of the world population in the areas of water
treatment and management (specialty polyamides, Kynar® PVDF,
hydrogen peroxide), electronics (high performance polymers,
polyimides), animal nutrition (intermediates for methionine),
consumer goods (high performance polymers for sports,
technical textiles, etc.) and energy efficiency solutions forbuildings (Forane® 1233zd-based insulating foam).

Main assets
Arkema has strong foundations to develop innovative, high performance solutions for cutting-edge markets and support its
customers in their growth. In particular, it holds strong positions in leading-edge technologies: high performance polymers,
fluorinated specialties and niche performance additives.

RANKING OF POLYMERS BY PERFORMANCE (4)

(3)
(4)

60

According to ISO14040, 14044 and 14067.
Arkema’s ranking based on available market information.

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Innovation and business overview
Business overview

Furthermore, supported by strong technical and commercial
proximity with its customers, the Group:• holds leading commercial positions and is one of theworld’s leading players in its main product lines (see abovetable entitled “Main products and markets”);• dedicates significant resources to innovation, enabling it toregularly launch new applications and provide customers
with the technical support they need. In 2023, Advanced
Materials thus spent 3.5% of sales on R&D;
• forges partnerships:

1• offers innovative and more sustainable solutions in collaboration
with leading companies in their sectors. For example, Arkema
won the 2023 ICIS (Independent Commodity Intelligence
Services) award for “best innovation by a large company”
with its partner ON for the joint development of the Cloudneo
running shoe. This high performance running shoe is madeentirely from bio-based polyamide resins and designed tobe 100% recyclable;• draws on well-known brands such as Rilsan®, Kynar®, Kepstan®,
Pebax®, Luperox® and Carelflex® that help secure customer
loyalty;• strategic and technological long-term partnerships withindustrial customers that are leaders in their field, such as
Hexcel in aerospace composites, CJ CheilJedang in animal
nutrition, and EOS and HP in 3D printing. Arkema became ashareholder in two French startups specializing in highperformance batteries: Verkor in 2021 and Tiamat in early 2024,• offers a unique portfolio of high-performance bio-based
solutions including notably Rilsan® polyamide 11, bio-based
Pebax® Rnew® (thermoplastic elastomer), Rilsan® ClearRnew®
(bio‑based transparent polyamide), for which Arkema is theworld's only producer, and Sensio™ biosurfactants launchedin 2019; and• strategic partnerships to secure and decarbonize its supply.
Arkema has thus signed a long-term contract with ENGIE
for the supply of 300 GWh/year of renewable biomethanein France from 1 January 2023. This was one of thelargest private biomethane contracts in Europe in 2023.
This contract, along with ongoing energy efficiency
projects, enable Arkema to achieve further significative
reduction of carbon footprint of its bio-based Rilsan®
polyamide 11 and Pebax® Rnew® elastomer ranges;• has a competitive industrial footprint on three continents
to serve these markets worldwide. This geographicalpresence was recently extended with a production unit forpolyamide 11 and its monomer in Singapore, along withunits in China to develop the specialty polyamide range.

Ambition, strategy and projects
2028 ambition
At the Capital Markets Day on 27 September 2023, the Groupannounced it was targeting average annual organic sales
growth of 6% for the Advanced Materials segment over theperiod 2024-28, and an EBITDA margin of 23% by 2028.

Although future growth in Advanced Materials is expected toremain essentially organic, Arkema does not exclude thepossibility of making bolt-on acquisitions in order tostrengthen its portfolio of technologies in fast-growing
markets.

Main projects completed or underway

Strategy

Investments

To support its ambition for 2028, the segment will focus onfour strategic priorities:

In Advanced Materials, Arkema has completed over the last
three years or is currently carrying out numerous investment
projects.

• accelerated growth in three opportunities linked to global
megatrends: green energy and electric mobility, bio-based
solutions and electronics, thanks to new developments
driven by innovation and high value-added applications inthese fast-growing markets;• delivering the roadmap envisaged in the context of theacquisition of a majority stake in PIAM, and theimplementation of synergies. PIAM sales, supported byrecent capacity expansions, are expected to grow byaround 13% per year over the next few years, driven by new
cutting-edge applications in 5G antennas, high-definition
OLED displays, flexible screens and electric vehicles.
Synergies are estimated at around €30 million in EBITDA by2028;• ramp-up of our recently completed major investments; and• preparation for the segment's next stage of growth, withnew projects, either announced at the Capital Markets Day
or under review. Arkema intends to maintain a high level ofinvestment and innovation in Advanced Materials in order
to meet the exponential demand for sustainable and highperformance materials.

Thus, Arkema is currently finalizing the start-up of a 50%
expansion of its global production capacity for bio-based
Rilsan® polyamide 11 and its monomer in Singapore, a major
investment of €450 million that also includes units in China
to develop the specialty polyamide range.
To support the strong demand in lithium-ion batteries andother key markets such as water filtration, high performancecoatings and semiconductors, Arkema has increased its
fluoropolymers capacity at its Changshu site in China by 50%,
which came on stream mid-2023. Arkema also announced a
50% increase in PVDF capacity at its Pierre-Bénite site inFrance, which started up in the fourth quarter of 2023.
In fluorospecialties, the Group is working to develop lesscyclical, high value-added applications that are in line with
its sustainable innovation trajectory. Arkema has thus
developed 1233zd, a new generation of fluorospecialties withno or minimal emissive impact, used as a new blowing agent
in polyurethane foams for insulation and in new applications
such as electric vehicle battery thermal management.

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In June 2021, Arkema signed an agreement to manufacture
1233zd in China with Aofan, whose 5 kt/year production line
successfully started up in November 2022. Arkema alsoannounced an investment of around US$60 million in a 1233zd
production unit with a capacity of around 15 kt/year at its
Calvert City site in the United States, which is expected tostart up in the second half of 2024.
Lastly, to secure its supply of hydrofluoric acid in the
United States at a stable and competitive price, Arkema
signed a long-term supply agreement with Nutrien Ltd in2020 for the supply of its fluorogases and fluoropolymers
production site in Calvert City. As part of this project, a 40 kt
per year hydrofluoric acid production plant at Nutrien’s
Aurora site in the United States was built and start-up is
currently underway. In line with the Group’s climate plan, thisinvestment helps reduce the Group’s overall energy
consumption and greenhouse gas emissions.
Project description

At the last Capital Markets Day, Arkema announced two newinvestments:• a 35% increase in global production capacity at its Beaumontsite in the United States for DMDS (dimethyl disulphide), a
key additive for the production of renewable fuels. As theworld leader in DMDS, Arkema is keen to support thestrong growth of the biofuels market, driven by theimperatives of sustainable growth and lower-carbon roadand air transport in particular; and• a 2.5-fold increase in the organic peroxides production
capacity at its Changshu site in China. This investment ofaround €50 million will enable the Group to support its
Asian customers in fast-growing markets, particularly inrenewable energies.

Site

Main markets

Starting period+50% global production
capacity of amino 11
monomer and polyamide 11

Singapore

Automotive, 3D printing, consumer
goods such as sports and electronics

First-half 2024

Polyamide 11 powder plant

Changshu, China

Sustainable home appliances,transportation, 3D printing

First-half 2023

+40% global production
capacity of Pebax®
elastomers

Serquigny, France

Sports, consumer goods

Second-half 2023

+50% production capacity

Changshu, China

Lithium-ion batteries, water filtration,
semiconductors, coatings

First-half 2023

+50% production capacity

Pierre-Bénite, France

Lithium-ion batteries

Second-half 2023

Calvert City,
United States

Thermal insulation, lithium-ion batteries

Second-half 2024

High Performance Polymers
Specialty
polyamides

Fluoropolymers

Fluorospecialties®

New ~15 kt/year Forane
1233zd unit

Performance Additives
Thiochemicals+35% global production
capacity of DMDS

Beaumont,
United States

Biofuels

First-half 2025

Organic peroxides+150% production capacity

Changshu, China

Renewable energies, photovoltaic panels

First-half 2025

At the Capital Markets Day in September 2023, Arkema alsoannounced that it was considering several significant projects:• in batteries, the Group is examining a project to invest in PVDF
and a project to build a new electrolyte salts production
unit. Both projects aim to support strong growth in batteries
for electric vehicles, especially in the United States; and• in bio-based materials, the Group plans to capitalize on its
Amino 11 production to develop high performance bio-based
polymers, especially in transparent and recycled grades.

Partnerships
Arkema is also actively expanding its partnerships in Advanced
Materials.
In batteries, Arkema invested in Verkor, a French start-up
specialized in high performance batteries, in 2021, and more
recently in Tiamat, a pioneering start-up in sodium-ion battery
technology.

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In 3D printing, Arkema acquired in 2021 a 10% stake in ERPRO
3D FACTORY, a company specialized in large-series additive
manufacturing, mainly using polyamide 11 powder, thus
enabling the Group to gain new expertise and accelerate its
development in this market.
Lastly, in thiochemicals, Arkema partners with the Koreangroup CJ CheilJedang (CJ), supplying methylmercaptan (MeSH) totheir methionine production site in Malaysia. In the United States,
Arkema Inc. has collaborated with Novus International, Inc.
for 20 years in the context of a long-term contract toproduce 3-methylthiopropionaldehyde (MMP), an intermediatein the manufacture of methionine, at its Beaumont site in the
United States.

Innovation and business overview
Business overview

Acquisitions
On 1 December 2023 Arkema finalized the acquisition of a 54%
stake in the South Korean listed company PI Advanced Materials(PIAM), based on an enterprise value of €728 million. This marks
another major step forward in Arkema’s transformation to
become a pure player in Specialty Materials.
PIAM's ultra-high-performance polyimides are cutting-edge
materials offering exceptional heat resistance, dimensional
stability, flexibility and electrical insulation. This acquisitionis also in line with Arkema's strategy of expanding intohigh‑growth applications driven by global megatrends. PIAM’s
polyimides are used in electronics, semiconductor manufacturing,
electric vehicles and other advanced industrial applications.
The business saw sales growth averaging 12% a year over theperiod 2012-21, achieving an EBITDA margin approaching 30%
in 2022 with sales of around €200 million. Its 2023 performance
was temporarily affected by significant destocking and lower
demand in the global consumer electronics market. With two
production sites and two R&D centres in South Korea, PIAM
employs around 320 people. Given the complementarity with
Arkema's activities, pre-tax synergies are estimated ataround €30 million in EBITDA within the next five years.

1

Arkema also pursues a policy of targeted acquisitions tostrengthen its positioning and expand its portfolio of sustainable
solutions. Thus, in polymer recycling, in June 2021 Arkema
acquired Agiplast, a company specialized in the regenerationof high performance polymers, in particular specialty polyamides
and fluoropolymers. Thanks to this acquisition, Arkema has
become the first fully integrated high performance polymer
manufacturer, offering both bio-based and recycled materials
in order to address the challenges of resource scarcity andend-of-life products.

Divestments
At the same time, Arkema has continued the repositioning of its
portfolio on its strategic activities, with the following divestments:• on 1 December 2021, the divestment of its epoxides businessfor an enterprise value of US$38.8 million. Based in Blooming
Prairie (United States) and employing close to 45 people, thisbusiness generated annual sales of around US$40 million; and• on 3 January 2023, the divestment of its phosphorus
derivatives business (Febex). Part of the Performance
Additives Business Line and with little integration within
the Group’s other activities, Febex reported sales of around€30 million, with 59 employees and one site in Switzerland.

1.2.3 Coating Solutions
The Coating Solutions segment includes the entire range of Arkema's materials and technologies for the coatings market(decorative paints, industrial coatings, and high-tech coatings for high-growth markets such as advanced electronics, electric
mobility, 3D printing and renewable energies). Thanks to its high-performance solutions, innovative technologies and strong
customer proximity, Arkema is a global leader in this market, that is exposed to increasingly strict environmental standards. This
coherent group of activities is backed by a competitive upstream in acrylics.
The segment is organized into two Business Lines: Coating Resins and Coating Additives.

Coating Solutions at a glance
Key figures

TOTAL SALES BY BUSINESS LINE

(In millions of euros)

2023

2022

2021

Sales

2,402

3,250

2,746

327

593

525

EBITDA margin (%)

13.6%

18.2%

19.1%

Recurring operating
income (REBIT)

201

466

407

EBITDAREBIT margin (%)

8.4%

14.3%

14.8%

Recurring capital
expenditure

115

127

97

Capital employed

1,448

1,520

1,509

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Main products and markets
Ranking (1)Main markets

Acrylic monomers

No. 2 worldwide

Coatings (decorative paints and industrial coatings), superabsorbents, adhesives,water treatment, energy

Coating resins

No. 4 worldwide

Decorative paints, industrial coatings, sealants, adhesives, electric mobility,
energy-efficient housing

No. 2 worldwide

Industrial coatings, graphic arts, mobility, renewable energies, optics,
advanced electronics, 3D printing

Coating Resins

Coating Additives
Photocure resins(Sartomer)
Rheology additives(Coatex)(1)

Paper, paint, water treatment, detergency, cosmetics, textiles

Sources: internal estimates based notably on market studies.

Arkema's main competitors in the Coating Solutions segment are BASF, Nippon Shokubai, Dow, PTT GC, Covestro, Miwon and Eternal.

Main growth drivers

Main assets

Over the next few years, the expansion of the Coating Solutions
segment should be driven by growing demand for moresustainable, decarbonized, high performance and easy-touse solutions, notably addressing the challenges of resource
preservation, decarbonization, electric mobility and technologicaldisruptions.

To pursue its development, the Coating Solutions segment
can notably capitalize on:

For several years, the paints and coatings market has had to
adapt to increasingly stringent environmental requirements.
Thanks to the continued development of a range of solvent-freepowder resins and photocure resins, water-based emulsions,and bio-segregated and biomass-balance solutions, the Coating
Solutions segment offers its customers more environmentallyfriendly solutions to meet the growing demand for productswith a lower carbon footprint and comply with increasingly
demanding standards on low emissions of volatile organic
compounds.
The challenges of decarbonization and circularity are accelerating
the development of these cutting-edge technologies towards
new substrates and new applications.

• its positioning among the leading world players in its various
product lines (see above table entitled “Main products andmarkets”);• its integration across the entire value chain, with competitive,
world-scale plants in acrylics and, downstream, businesses
specializing in solutions for coatings;• the broadest range of products and technologies on themarket: a unique downstream offering spanning all cuttingedge technologies (performance resins and additives for
powder, UV/LED/EB, water-based and high solid systems);• customer proximity thanks to the implementation of highperformance digital tools;• long-term partnerships with customers that are leadersin their markets, whether in acrylics or in the various
downstream activities;• solid R&D capabilities, with five R&D centres around theworld specializing in materials for coatings. Beyond providing
technical assistance to customers, these centres contributeto the development of innovative low environmental impact
solutions (formulations with low volatile organic compoundcontent, bio-based products, solutions enabling lessenergy-intensive applications, etc.); and• a global industrial footprint.

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1

Ambition, strategy and projects
At the Capital Markets Day on 27 September 2023, Arkema
announced its target to increase organic sales growth to 3%
per year on average for its Coating Solutions segment overthe period 2024-28, with an EBITDA margin target of 17% by 2028.

• stimulating growth through the One Arkema approach, offeringa differentiated value proposition thanks to the complementarity
and synergies across the Group's business segments. This
complementarity and these synergies are effective in avariety of markets, from batteries and electronics throughto coatings and sealants for energy-efficient housing.

Strategy

Main projects completed or underway

To support its ambition for 2028, the segment will focus on
three strategic priorities:

Investments

2028 ambition• continuing to optimize its operational integration model.
Arkema is implementing additional measures on operating
efficiency, energy optimization and integration between
upstream and downstream acrylics, to support growth, andimprove the segment’s overall performance and resilience;• accelerating toward more sustainable solutions with alower carbon footprint. The Coating Solutions segment will
actively continue the development of its sustainable offering
through the use of materials of bio-based or circular origin
and of solutions with low volatile organic compoundcontent, thus addressing customers' growing needs forsolutions that are ever more respectful of well-being andthe environment;

Arkema has completed over the last three years or iscurrently carrying out various investment projects.
At the Capital Markets Day of 27 September 2023, the Groupnotably announced a €130 million investment in its Carlingsite in France. This strategic project is part of its investment
program linked to decarbonization and is being partly fundedby the French government under the France 2030 program,managed by ADEME, and financed by the European Union(NextGenerationEU).
The objective is to implement by 2026 a new patented
purification technology at one of the main acrylic monomer
factories in Europe, which will improve the site’s operational
efficiency and environmental footprint toward the highest
standards. The investment will cut the site's CO2 emissions
by 20%, thus contributing to the Group's ambitious climate
plan on a 1.5 °C trajectory by 2030, validated by the SBTi.

Project description

Site

Main markets

Starting period

Polyester resins

Doubling of production capacity in India

Navi Mumbai, India

Powder coatings

Second-half 2022

Acrylic monomers

New purification technology todecarbonize the site and optimize its
competitivenessCarling, France

Coatings, adhesives,water treatment

2026

Doubling of production capacity in China

Nansha, China

Electronics, 3D printing,renewable energies

Second-half 2023

Coating resins

Coating additives
Photocure resins(Sartomer)

Partnerships
The Coating Solutions segment has formed several major
partnerships to support its customers’ growth and reduce
their carbon footprint.
In the field of 3D printing, for example, Arkema has forgedstrategic partnerships with Carbon®, a world leader in digitalprinting, and with Continuous Composites, creator of thepatented Continuous Fiber 3D (CF3D®) printing technology.
Bringing together the high performance UV/LED photocure
N3xtDimension® range and some of the most innovative
leaders and startups is driving 3D printing technology
towards greater circularity (less production waste, rawmaterials of renewable origin) and optimized productivity(energy savings, short development cycles, etc.). Throughthese partnerships, 3D industry leaders are able to offer
customized products for applications ranging from precisionmodeling to high-volume industrial applications.

Regarding the carbon footprint reduction of the Group’s
products:• Celanese Corporation has announced it will be incorporating
solar energy into the power supply for its acetyl chemicalintermediates manufacturing plant in Clear Lake, Texas,
and will offer the solar power it produces to other site
partners, including Arkema;• Arkema Inc. and Nippon Shokubai American Industries, Inc.,
through their acrylic monomer joint venture American Acryl L.P.
in Bayport, Texas, have strengthened their commitment toaccelerate the decarbonization of electricity sourcing througha long-term electricity purchase agreement with EDF Energy
Services, LLC, with wind power destined to cover 100% of
their annual consumption.

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Business overview

Acquisitions
Arkema also carries out bolt-on acquisitions to continue tostrengthen its portfolio of technologies and its geographic
presence in downstream activities.
On 1 September 2022, Arkema finalized the acquisition in Mexicoof Polimeros Especiales, a major player in high performancewaterborne acrylic resins for a broad range of applications inmarkets such as architectural and decorative paints, textiles,
pressure-sensitive adhesives and construction. With thisacquisition, Arkema has strengthened its position in thisfast-growing region, where it will be developing its full rangeof products and services.
Lastly, Arkema is continuing the downstream integration of
its acrylics, notably through the development of long-term
partnerships with industry leaders, the geographic expansionof downstream activities in higher growth areas, and possiblybolt-on acquisitions downstream of its value chain.

1.2.4 Intermediates
The Intermediates segment combines two activities in which the Group has strong positions and high quality assets, but inwhich results are more volatile: Fluorogases and Asia Acrylics. The segment also used to include the PMMA business, whose
divestment was finalized on 3 May 2021.

Intermediates at a glance
Key figures(In millions of euros)

2023

2022

2021

Sales

797

1,020

1,158

EBITDA

213

306

307

26.7%

30.0%

26.5%

EBITDA margin (%)
Recurring operating income (REBIT)REBIT margin (%)

170

245

239

21.3%

24.0%

20.6%

Recurring capital expenditure

28

20

27

Capital employed

266

300

324

2021 data has been restated following the reclassification of upstream PVDF from the Intermediates segment to the Advanced Materials segment as from
1 January 2022.

Strategy
Arkema intends to implement differentiated strategies foreach of its Intermediates businesses, in order to maximize
their value and progressively reduce their share. The Group isthus reviewing various alternatives that may include divestments
and partnerships.
In this context, the Group finalized the divestment of its
PMMA business to Trinseo on 3 May 2021, based on an
enterprise value of €1,137 million, i.e., over nine times its EBITDA.
With 7 production sites and some 860 employees, the PMMA
business generated annual sales of over €500 million.

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In Fluorogases, the Group is examining potential alternatives
to reduce its exposure to the most emissive applications,particularly those used for air conditioning and industrial
refrigeration (divestments or deconsolidating partnerships).
Arkema is broadly reviewing options that will enable it torebalance its acrylic activities in Asia between upstream anddownstream (divestment and partnership).

1Innovation and business overview
Corporate departments

Description and main projects of the Intermediates businesses
Fluorogases
The Fluorogases Business Line offers a range of HCFC andHFC products under the Forane® brand. These products areused in refrigeration, air-conditioning and foams. Theseso‑called “emissive” usages are subject to regulatory changes
and annual average growth is limited to approximately 2% (5).
Arkema is the world number three in fluorogases (6), its maincompetitors being Chemours, Honeywell, Orbia and several
Chinese players.
Implementation of the Montreal and Kyoto Protocols andthe Kigali Amendment has led to a change in fluorogas
regulations in a certain number of countries, with timeframesthat vary by region, application and product.
Thus, in Europe, the F-gas regulation introduced a quota
system that aims to gradually reduce or, in some cases, ban
the use of HFCs in certain applications. After a further
reduction in quotas on 1 January 2021, the European
Parliament and Council reached a provisional agreement in
October 2023 on a target of zero HFC by 2050, with a new
trajectory for reducing consumption in the EU from 2024
to 2049. If this agreement were to be formally adopted bythese institutions and come into force, it would only have avery limited impact on the Group's business. In addition, theEuropean Directive on mobile air conditioning systems(MACs) forbids the use of refrigerant gases having a global
warming potential higher than 150 in all new vehicles sold in
Europe after 1 January 2017.

1.3

Under the authority of the Executive Committee and in particular
the corporate Executive Vice-Presidents (see section 3.2.2.2of this document), the corporate departments are responsible
for ensuring the overall coherence and control of Arkema.
More specifically, they coordinate procurement and logistics
and maintain expertise in such key areas as safety,
the environment, R&D and process control. Some of the(6)

These regulatory changes weigh on volumes and may lead tohigh selling price volatility. The sale of HCFC-22 thus
represented a significant share of results in the UnitedStates in recent years. Since sales are now limited tostockpiled and recycled products, the Group expects thiscontribution to shrink in the coming years, and completely
disappear in 2025.

Asia Acrylics
Through its subsidiary Taixing Sunke Chemicals, specialized
in the production of acrylic monomers in China, Arkema has a
production capacity of 480,000 tonnes of acrylic acid per year.

Corporate departments

The corporate departments provide continuous support toArkema’s business segments, mainly in the areas of industry,accounting, taxation, legal affairs, IT, human resources andcommunication. They play a key role in enhancing Arkema’s
operational excellence and have enabled the Group to
become one of the most efficient companies in its industry
in numerous areas.

(5)

Similarly, the United States has introduced regulations (theAIM Act) that came into effect in 2022, aiming to gradually
reduce HFC production and consumption by 85% over a
15‑year period. Also in the United States, since the ban on
producing and importing HCFC-22 in early 2020, only sales ofexisting stockpiles and recycled products are authorized.
Lastly, in Asia, sales and production allowances were
implemented in line with the Kigali Amendment, based on
average sales and production during the period 2020-2022,
leading to the start-up of numerous new HFC plants in China
in the second half of 2019.

corporate departments work for Arkema as a whole. This isnotably the case for Internal Audit and Internal Control,
Communication, Investor Relations, Accounting, Controlling,and Legal Affairs.
As an exception to the general organizational principles
governing the corporate departments, the Raw Materials andEnergy Procurement department and the Commercial Excellence
department report directly to the Chief Operating Officer.
In addition, the R&D department reports directly to the Chairman
and Chief Executive Officer, reflecting the importance of R&D
in the Group’s strategy.

Source: internal estimates and IHS Chemical Economics Handbook – Fluoropolymers, November 2022.
Source: Arkema internal estimates.

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Material contracts

The table below shows Arkema’s corporate departments at 31 December 2023.
Units within the corporate
Corporate department department
Human Resources& Communication

Industry & CSR

Finance

Strategy

68

Main responsibilities

HR Development

Ensure that the Group has the people and skills it needs to carry out its strategy

Labor Relations andRemuneration Systems

Implement lasting solutions to facilitate social dialogue within the Group

Institutional Relations

Establish and maintain constant dialogue between the Group and its various
stakeholders

Communication

Communicate and share the Group’s strategy and ambitions with external parties(customers, journalists, civil society representatives and the general public) andwith employees internally

Safety and Environment

Manage personal and environmental risks by implementing a management systemthat meets the highest international standards and by instilling a culture of
excellence in health, safety and the environment (HSE) across the Group

Sustainable Development

Roll out the sustainable development strategy validated by the Executive
Committee and coordinate initiatives relating to corporate social responsibility,
product stewardship and regulatory complianceTechnical/Construction

Oversee the design and construction of new industrial facilities, leverage technicalexpertise and organize technical support for the Group’s operational units

Supply Chain

Optimize customers’ supply chain by meeting their quality of service expectations,while also optimizing Arkema’s working capital and transportation costs bothsafely and responsibly

Operational Excellence

Develop a culture of operational efficiency to ensure the competitiveness ofArkema’s industrial sites

Goods and Services
Procurement

Develop and deploy a goods and services procurement strategy that optimizes
the operating costs and investments of Group entities over the long term

Processes

Coordinate the development of process optimization and technological innovation
policies in the Group’s various businesses

Accounting/Consolidation

Prepare the Group’s consolidated financial statements in accordance with IFRS.
Define the guidelines and help optimize the preparation of financial statements
by Group subsidiaries by setting up shared services centers

Controlling

Prepare performance analyses. Organize the budget process, financial forecasts
and the monitoring of financial objectives

Financing/Treasury

Set up the financing of activities and cash management, manage banking relationships
and anticipate the Group’s strategic developments

Taxation

Ensure compliance with tax laws and regulations, documentation of intragrouptransactions and follow-up of tax audits

Information Systems

Define the Group’s information systems strategy, organize its networks,
infrastructure and applications and ensure their secure and optimized
management, supervise the implementation of IT projects, and support users intheir application of IT solutions and their adoption of new practices

Investor Relations

Manage investor and analyst relations, organize the annual general meeting andcontribute to communicating the Group’s strategy

Digital Transformation

Define the Group’s digital transformation strategy and roadmap. Implement theappropriate governance and organizational structure. Coordinate the various
actions taken by the digital managers appointed within the corporate departments
and activities

Acquisitions/Divestitures

Manage acquisitions and divestitures, as well as joint venture projects

Legal Affairs

Ensure that operations are conducted in compliance with the applicable laws andregulations, as well as Group procedures, and participate in defending Arkema’s
interests

Planning/Economic Studies

Undertake the studies and analyses necessary to guide the Group’s strategic decisions

Internal Audit/Internal
Control

Define internal control guidelines and ensure their application within the Group’s
various entities

Insurance

Set up and manage all forms of insurance coverage (property damage, civil
liability, etc.)

2023 Universal Registration Document

Innovation and business overview
Corporate departments

Units within the corporate
Corporate department department
R&D

Main responsibilities

Research Program

Drive commercial development of products and solutions with the aim ofcontinually improving the Group’s performance and enhancing its operational
excellence, while contributing to sustainable development goals. Provide production
facilities with new technologies and processes that will enable the Group to
produce safely and competitively while reducing its environmental footprint

Project portfolio

Coordinate R&D efforts in the five key high-growth markets and the four Groupwide R&D programs supporting sustainable innovation and contributing to theGroup's CSR roadmap and the decarbonization of its value chain

Incubator

Lead the development of breakthrough innovation products through to integration
into a Group business

Partnerships

Set up partnerships with academic research teams and industrial partners(customers, suppliers and even competitors). Manage the start-up detection program

Raw Materials &Energy Procurement

Raw Materials, Energy
and Packaging Procurement

Ensure the Group is provided with a secure supply of energy, raw materials andpackaging by selecting suppliers that meet the Group’s competitiveness, quality,
performance and security requirements and that share Arkema’s expectations interms of corporate social responsibility and the values of its Business Conduct
and Ethics CodeCommercial
Excellence

Global coordinationand managementof the sales network

Deploy best practices across the sales network. Promote cross-businesscooperation and the adoption of new tools. Strengthen customer proximity andthe development of associated innovations and new commercial opportunities

1.4

1

Material contracts

There are no other material contracts than the ones Arkema
has entered into in the ordinary course of its business, whichnotably include multi-year sales contracts, agreements that
relate to certain operating procedures at production sites
and contracts to secure access to raw materials or energy
resources. These contracts, which represent a material
source of supply or financial income for certain Group
activities, are described in section 1.2 or 2.1 of this document,
as appropriate.

Moreover, in connection with the Spin-Off of Arkema’s Businesses
in 2006, TotalEnergies SE and certain TotalEnergies groupcompanies have made certain guarantees or commitments,
many of which are still in effect, for the benefit of Arkema
relating to Arkema’s actual or potential environmental liabilities
arising from certain sites in France, Belgium and the UnitedStates, at which operations have ceased in the majority ofcases. These guarantees and commitments are described innote 11.3 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document.

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2023 Universal Registration Document

RISKSAND INTERNALCONTROL
2.1 Main risks |AFR|

72

2.1.1

72

Industrial risks

2.1.2 Compliance, legal proceedings, societal
expectations and internal control

75

Global internal control and risk

2.2 management procedures |AFR|

2.2.1 General organization: objectives and scopeof internal control and risk management

2.2.2 Persons involved in internal control

87
87

2.1.3 Operational risks

78

and risk management87

2.1.4 Economic and business risks

83

2.2.3 Internal control framework

89

2.1.5 Project and innovation risks

84

2.2.4 Risk identification and management91

2.1.6 Financial risks

86

2.2.5 Accounting and financial control procedures

91

2.2.6 Arkema’s insurance policy

93

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

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Risks ans internal control
Main risks

2.1

Main risks

Arkema carries out its business activities in a rapidly changing
external environment, which creates various risks that may
be beyond its control. On the geopolitical front, the situation
has deteriorated again since November 2023, with the conflictin the Middle East leading to renewed tension on oil prices.
This has revived the volatility caused by Russia's invasion ofcertain parts of Ukraine in 2022. The ensuing resurgence ininflation and the subsequent rise in interest rates continued
to weigh heavily throughout 2023. At the same time, a generalslowdown in most sectors and regions added to the headwindsthat the Group faced. Against a backdrop of heightened
geopolitical tensions and a deteriorating macroeconomic
environment, the risk mitigation and prevention measures inplace continued to enable the Group to diminish theconsequences thereof.
The items described below constitute the main risks anduncertainties to which Arkema considers itself to be exposedat the date of this document. The occurrence of one or moreof these risks could have a material adverse impact on theGroup’s business activities, financial position, earnings or
future prospects, as well as on its image and reputation.
The means implemented by Arkema to identify, assess andmanage risks, particularly the set-up and regular update ofits risk map, are outlined in this section, as well as insection 2.2 of this chapter.
At the date of this document, the main risks to which
Arkema considers itself to be exposed have been categorized
as follows without any order of precedence being establishedbetween the risks:• risks relating to compliance, legal proceedings, societal
expectations and internal control;• operational risks;• economic and business risks;• project and innovation risks; and• financial risks.
In accordance with regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (known as“Prospectus 3”) and ESMA Guidelines published in October 2019,the risks are ranked within each category. The risks areclassified by descending order of importance at the date ofthis document, based on their potential negative impact andtheir probability of occurrence, after factoring in risk mitigation
measures deployed by the Company. Each risk presented hasa clear and direct link with the Group and its businessactivity. However, this list is not exhaustive and other risks ofwhich Arkema is currently unaware or that the Group deems
not to be significant at the date of this document could also
occur and adversely affect its business activities, financial
position, earnings or future prospects, as well as its image
and reputation. Moreover, Arkema may alter its assessmentof the order of importance of the risks to which it is exposedat any time, notably as a result of external developments orchanges in the Group’s business activities.
Risks related to non-financial issues are identified by the
CSR icon.

• industrial risks;

2.1.1

Industrial risks

The industrial risks described below are considered in view of the potential impact they could have both on Arkema and on theenvironment and stakeholders (notably customers, suppliers and people living nearby).

Accidents at sites, external storage or warehouse facilities, or during transportation |CSR|
Because of the very nature of the Group’s operations and thelevel of hazard, toxicity or flammability of certain raw
materials or finished products, as well as production, supply
or delivery processes, different kinds of accidents (such as
explosions, fires and pollution) may occur at Arkema’s
facilities, at storage and warehouse facilities used by Arkema
or during the transportation of various products and raw
materials by road, rail, sea or air.
In particular, Arkema operates many industrial facilities,
including 33 “Seveso” classified sites in Europe (as definedby directive SEVESO 3 2012/18/EU of the European Parliamentand of the Council of 4 July 2012 on the control of hazards
linked to major accidents involving dangerous substances),i.e., more than half of the Group’s European sites. Outside
Europe, the Group operates industrial facilities that fallunder a similar classification, including 21 such facilities in
the United States where hazardous substances that are
liable to present significant risks to the health or safety of722023 Universal Registration Documentneighboring communities and to the environment are used,produced or stored. These classified sites accounted forapproximately 54% of Arkema’s total sales in 2023.
Incidents or accidents at certain Group sites may also occur
due to certain weather phenomena (storms, floods, droughts),
the frequency and intensity of which may have increased due
to climate change. For further details on this subject, see the"Climate" heading in section 2.1.3 of this document.
In addition, like other chemical sector players, Arkema owns
or uses a small number of pipelines to transport hazardous
chemical products.
Finally, Arkema may suffer the consequences of possible
malicious acts against its facilities or equipment, notably
those manufacturing hazardous products and/or "Seveso"
classified sites.

Risks ans internal control
Main risks

Any accident, regardless of whether it occurs at one of theGroup’s production sites or during the transportation or useof products manufactured by Arkema, may adversely affectthe operation of certain units at its industrial sites and causedelays in production. This could lead to commercial problems,
generating significant losses in terms of sales and earnings
for the activities concerned, as well as significant potential
costs, in particular due to administrative authorizations or
insurance deductibles and damages not covered by current
insurance policies. Should an accident occur, Arkema could
also be held liable (i) owing to injury or damage to people(notably due to exposure to hazardous substances being
used, produced or destroyed by Arkema or present on its
sites), and/or to property, or (ii) for having caused damage tonatural resources. In addition, any accident may give rise
to compensation claims on grounds of contractual liability(in particular in its role as the shipper, in the case oftransportation), tort liability or, as appropriate, product liability.

Risk management
In order to best prevent the risk of accidents, the Groupdefines scenarios that enable it to assess and anticipate theconsequences of various events. As part of its preventive
measures, all Arkema facilities and activities worldwide arealso covered by a Group-wide safety management program
adapted to the risks that each may face. Details are provided
in section 4.5 of this document.
In addition, in order to minimize the risk of accidents related
to transportation and storage, Arkema endeavors to:• use transportation means that are deemed less dangerous(barge, pipeline, road-rail or rail), when technical andfinancial conditions allow it;• where possible, strictly select suppliers based on the
Warehouse Safety and Quality Assessment System (SQAS),
which was established under the aegis of the European
Chemical Industry Council (CEFIC) by a consortium ofEuropean chemical manufacturers and which also covers
the Middle East and Asia, and the Chemical Distribution
Institute – Terminals (CDI-T) scheme at a global level;2• ensure regular maintenance of the transportation equipmentthat it owns, hires or leases (freight cars, ISO-containers,
tankers and pipelines);• carry out systemic risk assessment studies when a modal
shift is required;• implement a variety of operational risk assessment measures,
including vetting bulk charter vessels and having thetransportation safety management system maintained by
the Transportation Safety team, which reports to the Group
Safety and Environment department; and• conduct storage audits prior to signing contracts –repeated every three years for warehouse facilities housing
hazardous materials – under the responsibility of therelevant business management.
For pipelines, Arkema notably carries out hazard studies thatspecify consequence prevention and mitigation measures andimplements regularly tested monitoring and response plans.
Security directives are regularly updated in line withrecommendations from the public authorities in order tostrengthen the security of the Group’s industrial facilities. In
France, the Group’s upper-tier Seveso sites have undergone
and are regularly subject to security audits by the authorities.
The audits did not reveal any significant deviations fromrequired standards, but they did enable minor adjustments
to be made where necessary. In addition, in the context ofcontinued high caution surrounding potential terrorist
attacks and malicious acts, additional security measures
have been put in place.
Lastly, in order to effectively manage potentially criticalsituations on Group sites and during transportation, Arkema
has defined crisis management procedures for its various
plants based on the Group Crisis Management directive.
A year-round on-call system enables the Group to supervise
any crisis that may occur by setting up a dedicated crisis
management team. The Group also regularly offers training
courses in “Crisis management and communication” andconducts simulations of crises and of setting-up of crisis
management teams.

• assess the quality and safety performance of the carriers used;

Exposure to chemicals |CSR|
Arkema has used substances that are or are alleged to be
toxic or hazardous to manufacture its products in the past,and continues to do so in certain circumstances. Employees
and former employees of Arkema and, in some cases,
employees of external companies and service providers,Arkema customers, people living near Arkema’s industrialsites and other individuals may have been exposed or may
still be exposed to these substances (by ingestion, inhalation,skin contact, etc.) and, as a result, may have developed, may
develop or may claim to have developed specific illnesses
from such exposure. In addition, for certain substances thatare currently regarded as risk-free or whose use has not been
regulated, chronic toxicity, even at very low concentrations
or exposures, could be discovered in the future. In 2023,
36 occupational illnesses were reported by employees or former

employees Group-wide in France, of which 17 were related to
exposure to asbestos and 6 to exposure to chemicals. Thesefigures include illnesses not yet included in the tables listing
occupational illnesses. In France, 4 Group sites have been
included by ministerial decree on a list of sites whose
current employees would be entitled to the early retirement
provisions for asbestos workers. The Group cannot exclude
that other Group sites may be added to the list in the future.
For further details, see section 4.5.2.2.4 of this document.
Certain Group products may moreover be used directly or
indirectly in sensitive applications, such as medical and foodapplications.

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Risks ans internal control
Main risks

In the event that specific pathologies were to be linked to
substances used by the Group or present in the productsthat it sells, the Group cannot rule out the possibility that it
may be held liable. Should Arkema be held liable, theamounts covered by provisions could prove to be insufficientdue to the intrinsic uncertainties involved in projecting
expenditure and liabilities relating to chemical exposure.

Risk management
Through product stewardship, Arkema takes care to ensurethat its products do not impact people’s health or safety ingeneral. These aspects are taken into account during the
product design stage. Regulatory compliance plays a key rolein ensuring product safety for the entire value chain,customers and stakeholders.
Arkema has put in place safety and monitoring proceduresfor its products and the products it uses in its manufacturing
processes. The Group also regularly conducts research on
the toxicity of its products and the products it uses, and in
addition has developed a tool for monitoring individual
exposure to toxic products. For this purpose, the Group
employs regulatory experts supported by a global network ofcorrespondents based in its industrial sites and within its
businesses and subsidiaries, and experts in physicochemistry,
toxicology and ecotoxicology who work to improve knowledge
and understanding of the hazard characteristics of thesubstances and products used, manufactured, imported andmarketed by Arkema. The various procedures in place aredescribed in section 4.2.4 of this document.
In the particular case of medical applications, Arkema has
put in place strict rules governing the applications for which
Arkema markets its products. In addition, two committees –the Europe/Asia Medical Device Risks Committee and its
equivalent for the Americas – are responsible for giving theirpreliminary opinion regarding all decisions in this area. These
two committees communicate regularly to coordinate opinions
while taking into account the specific regulations of each region.
Furthermore, Arkema may, if necessary, be forced to withdraw
certain products from the market or to cease using certain
substances or find substitutes for them in its manufacturing
processes, particularly in certain sensitive markets.
Group employees who may potentially be exposed to toxic orhazardous substances in the workplace benefit from medical
monitoring adapted to the specific risks related to theiractivities. When they leave the Group, particularly for
retirement, they may benefit, in accordance with applicablelegislation, from specific post-occupational medical monitoring
established on the basis of information provided by Arkema
on the hazardous chemicals they handled over the course of
their professional career.

Pollution at sites, warehouse facilities or during transportation |CSR|
Arkema has activities in business areas that entail significant
environmental liability risks, with respect to both theoperation of its industrial units and to accidents resulting in
pollution at one of Arkema’s production sites, at a warehouseor during the transportation of products manufactured by
Arkema. The Group cannot rule out the possibility that claims
will be made in connection with its operations or products,
seeking to hold it liable for uninsured events or for amounts
exceeding the cover limits. Should Arkema be held liable forenvironmental claims, the amounts covered by provisions or
included in its investment plans could prove to be insufficientdue to the intrinsic uncertainties involved in projecting
expenditure and liabilities relating to the environment. In
particular, the assumptions used to determine these provisions
and investments may need to be adjusted, mainly due tochanges in regulations, changes in the interpretation orapplication of regulations by the relevant authorities, thetechnical, hydrological or geological constraints of environmental
remediation or the identification of as yet unknown pollutants.
Moreover, achieving compliance with environmental protection
regulations for Arkema sites that are still in operation or werepreviously operated, or for sites where operations have ceased,
is likely to generate substantial financial costs for Arkema.

742023 Universal Registration Document

Contingent environmental liabilities and provisions are detailed
respectively in notes 11.1.2 and 11.2.1 to the consolidated
financial statements at 31 December 2023 in section 5.3.3 ofthis document.

Risk management
Environmental risk is managed by the implementation ofa policy defined and monitored by the Environmental
Remediation team within Arkema’s Safety and Environment
department and rolled out within its various businesses
under the responsibility of the industrial Vice-Presidents. The
components of this policy are detailed in sections 4.5.1 and4.5.3 of this document.
Arkema also benefits from guarantees from subsidiaries of
TotalEnergies SE with respect to former industrial sites,
which were granted prior to Arkema’s stock market listing. A
description of these guarantees can be found in note 11.3 tothe consolidated financial statements at 31 December 2023
in section 5.3.3 of this document.

Risks ans internal control
Main risks

2

Risk of loss of occupancy of certain industrial sites
Arkema owns most of the land on which its industrial sites
are built, but some of the Group’s industrial facilities in its
worldwide network, especially in Asia, are located on landthat belongs to third parties, either due to local regulations
or for technical or strategic reasons. In such cases, Arkema
occupies the land under the terms of leases or similar
agreements. If these agreements were to be terminated or
not renewed, or if a site were to be expropriated, it could
lead the Group to incur significant expenses related inparticular to the demolition of existing facilities, the clean-up
or remediation of these sites or the reconstruction of new
facilities. The Company may even be forced to cease certain
production activities. All these consequences could, among
other things, have a material adverse impact on its businessactivities, financial position and earnings. Such an event
could lead to several scenarios, including having to moveproduction (and thus incur the costs this would involve), or aloss of earnings or margins. For further details on thelocation of the Group’s industrial sites around the world, see
the "Profile, ambition and strategy" section of this document.

Risk management
When negotiating contracts, Arkema secures its right tooccupy land by implementing sufficiently long terms andlengthy notice periods. Contractual expiration dates aremonitored regularly to anticipate any problems regarding
renewals. Where applicable, in the event of an expropriation,
the Group endeavors to negotiate compensation with a viewto reducing future costs related to rebuilding or relocating
the units concerned.

2.1.2 Compliance, legal proceedings, societal expectations
and internal control
Non-compliance with business practices |CSR|
Unethical conduct by Arkema, its employees or third parties
acting in its name and/or on its behalf, or conduct that does
not comply with applicable laws and regulations, particularly
with respect to corruption or fraud, could expose the Groupto legal action that could result in financial penalties anddamage its reputation.
The Group operates in many countries worldwide, including
countries that rank high on Transparency International’s
Corruption Perceptions Index. As indicated in section 4.6.2.2of this document, Arkema pays special attention to thecommercial intermediaries it uses in order to prevent
situations that could lead to corruption or fraud. Despite thisvigilance, there is still a risk that an intermediary may violate
anti-corruption laws, resulting in liability on the part ofArkema. Moreover, 21 of the countries in which the Group
operates are subject to financial or commercial restrictions
and some of the Group’s products fall within the definition ofdual-use goods regulated by international conventions (notably
diethylamine and diisopropylethylamine), which limits theirmarketing potential. Finally, the Group is exposed to the riskof anti-competitive business practices, including price-fixing
and cartel-type arrangements for markets and/or customers.
This risk is accentuated by the fact that there are a limited
number of competitors in many markets in which the Group
does business.
More generally, failure by Arkema, its employees or third
parties acting in its name and/or on its behalf in one or morecountries to comply with all of these regulations could expose
the Group and/or its employees to investigations, administrativeor legal proceedings, or even criminal or civil penalties.

Risk management
Arkema has put in place a business compliance and ethics
program, which notably covers antitrust, international
economic sanctions and anti-corruption laws, an overview ofwhich is provided in section 4.6.2 of this document. This
compliance program is communicated electronically to all
Group employees every year. As part of this awarenesscampaign, employees are invited to reiterate theircommitment to respecting the Group's principles and ruleson ethics and compliance by signing a compliance statement
via the program's distribution platform. Regular training is
also given within the Group to prevent risky behavior andmaintain a suitable level of awareness in these areas. In
2023, 67% of the Group’s employees took the anti-corruption
training module.
Integrity checks and other due diligence on third parties whointeract with Arkema have been implemented at the Grouplevel. Particular attention is paid to the risks of corruption
and failure to comply with international economic sanctions.
Lastly, pursuant to the provisions of France’s "Sapin II Law",a corruption risk map was drawn up in 2018 and continues tobe refined and updated regularly based, in particular, oninterviews. The corruption risk map is part of the general risk
map exercise performed by the Group (see section 2.2.4 ofthis chapter).

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Regulatory requirements and societal expectations |CSR|
Arkema’s operations are subject to constantly changing national
and international laws and regulations in a large number offields, including safety, environmental protection, antitrust
legislation, company law, commercial law, intellectual property,labor law, personal data protection, tax law, customs
regulations and product stewardship. These laws andregulations impose increasingly strict obligations, particularly
concerning industrial safety, occupational health, emissions
and discharges into air, water and land of toxic or hazardous
substances, rational use of resources, labeling, traceability,
handling, transportation, storage and disposal of toxic orhazardous substances and exposure thereto, clean-up of
past industrial sites, and soil and groundwater remediation.
If existing product regulations were to be amended to
become more restrictive for Arkema or if new regulations
were adopted, it could (i) compel Arkema to significantly
scale back on or even discontinue the production andmarketing of certain products, (ii) restrict Arkema’s ability toalter or expand its facilities, (iii) possibly compel Arkema
to abandon certain markets, incur significant expenditure to
produce substitute substances or institute costly emissions
control or reduction systems, or (iv) exclude Arkema fromcertain markets if it could not develop substitute products.
At the date of this document, fluorogases have been
identified as the most exposed to regulatory changes. The
implementation of the Montreal and Kyoto Protocols and theKigali Amendment has led to a change in regulations withregard to emissive fluorogas applications in a certain numberof countries. For this reason, the transition from old-generation
refrigerants (hydrochlorofluorocarbons, or HCFCs) to existing
generations (hydrofluorocarbons, or HFCs) then to new
generations of low global warming potential refrigerants(hydrofluoroolefins or HFOs) is taking place progressively at
different paces depending on the region, application andproduct. Thus, in Europe, the European F-gas regulation
no. 517/2011, which aims to reduce the volumes placed on
the market by over 80% between 2015 and 2030, has set up asystem of quotas and gradual prohibitions on certain uses.
After a new quota reduction that came into effect on
1 January 2021, the European Parliament and Council reacheda provisional agreement in October 2023, aiming for zero HFC
by 2050, with a new trajectory for reducing consumption in
the EU from 2024 to 2049. Should this agreement be
officially adopted by the two institutions and come into
force, its impact on the Group's business would be minimal.
Faster phase-down of hydrofluorocarbons (HFCs) is expected
as part of this process, as is the adoption of further
restrictions on the use of refrigerants with a higher global
warming potential (GWP).
In the United States, the production and import of HCFC-22
are no longer allowed as from 2020. Only sales of stockpiles
and recycled products are authorized. In late 2021, theUnited States also adopted the AIM Act to reduce HFC gas
emissions by 85% in 15 years through the implementation of
quota allocations starting in 2022.
There have also been discussions, particularly in Europe andthe United States, on changes in regulations concerning per- andpolyfluoroalkyl substances (PFAS) that could have an impact
on certain Group polymer and fluorospecialty chemical activities.
In Europe, a proposal was made by five member states of the76

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European Chemicals Agency (ECHA) in mid-January 2023 toultimately ban or restrict the production, marketing(including imports) and use of approximately 10,000 PFAS.
This is the first step in a long process with several stages
that will last until 2025. The last major step was a six-monthpublic consultation that was completed in September 2023.
Over 6,000 comments are now being reviewed by the Risk
Assessment Committee (RAC) and Socio Economic Analysis
Committee (SEAC).
Moreover, the article 82 of French law AGEC dated
10 February 2020 relating to the fight against waste and tothe circular economy, which introduced restrictions on theuse of microplastics intentionally added to products, is in theprocess of being annulled by a new law aligning it with theEuropean Union.
One will have to wait for its publication before the impact on
certain products can be assessed, particularly those products
used in cosmetic applications will be possible after. In parallel,
the European Commission adopted a proposal to restrict theuse of microplastics in certain applications, which came into
force in 2023. The ban has a limited impact on certain
products, in particular Orgasol®, which will no longer beallowed to be used in “leave on” applications (no-rinse
products) from 2029, and in Make up applications from 2035.
As part of the “Green Deal” and with the launch of the“Chemical Strategy for Sustainability”, Europe opened a major
new regulatory chapter for the assessment and managementof chemical risks, based on a heavily revised generic approachto hazard and risk. The strategy will be implemented over the
coming years according to the normal process for developing- or revising - the related regulations.
As a general rule, Arkema pays particular attention toensuring compliance with all laws and regulations to which itis applicable. Non-compliance could result in significant fines
being levied on Arkema or in civil or criminal charges beingbrought against it and/or its employees. As regards tax,
Arkema applies documented transfer pricing policies to its
inter-company flows that are recognized by the OECD andreasonable with due regard to the risks and functions ofGroup entities. However, the tax authorities may disagreewith these policies or the margins allocated to the various
entities, which may lead to tax reassessments. A descriptionof the most significant current or potential litigation is given
in note 11.2.2 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document.
Lastly, the Group is especially attentive to the societal
expectations expressed by civil society, non-governmentalorganizations and local associations. For a chemical company
like Arkema, higher expectations could, in certain cases, leadto more stringent requirements in various areas of the business,such as product stewardship, environmental management
and increased consideration of impacts related to climatechange and human resources management, resulting insignificant additional expenditure and investment to adapt tothese requirements. Failure to take action or delays in
implementing measures to meet these requirements could
result in financial losses through loss of market share oreven reputational damage for the Group.

Risks ans internal control
Main risks

Risk management
All of the Group’s operational and corporate departments,
both at the corporate and local levels, assisted by theGroup’s Legal department and, where necessary, specialist
consultants or the relevant government authorities, work
continuously to ensure that a high level of knowledge of theapplicable legal framework is maintained, and to anticipate
any future developments in order to comply with theapplicable laws and regulations at all times.
The Group is supported by a global network of regulatory
experts based in its industrial sites and within its operational
units and subsidiaries. These experts are more specifically
responsible for monitoring regulatory changes (especially2those that concern products being developed in several
countries) and producing the documents required to comply
with the regulations within the prescribed time limits. Theseexperts are involved in professional associations that monitor
proposed legislative or regulatory changes at the state oragency level, thus helping the Group to anticipate regulatorychanges and prepare accordingly. For further details, seesection 4.2.4 of this document in particular.
In cases where regulatory changes lead to restrictions on theuse of raw materials or the marketing of finished products,
Arkema works to develop new products or substitutes andrelies on its R&D to develop alternative solutions. For further
details, see section 1.1 of this document.

Legal, administrative and arbitration proceedings
In the normal course of its business, Arkema is or may
become a party to a number of administrative, legal and/or
arbitration actions, suits and proceedings, as a result of
which it and/or its employees may be found tortiously or
contractually liable on various grounds, such as violating thevarious laws applicable to the Group, full or partial failure tofulfill contractual obligations, termination of establishedbusiness relationships, pollution, non-conformity of products,
counterfeiting, exposure to chemical products, non-compliancewith export control regulations, or violating anti-corruption
laws, as well as over disagreements concerning theinterpretation of the law, established case law, international
treaties or tax authorities’ commentaries in one of the many
countries in which Arkema does business.
A description of the most significant current or potential
litigation is given in note 11.2.2 to the consolidated financial
statements at 31 December 2023 in section 5.3.3 of thisdocument.
To the best of the Company’s and the Group’s knowledge,
there are no other administrative, legal or arbitration proceedings
currently underway that are likely to have or have had overthe course of the past 12 months a material adverse impact
on the earnings or financial position of the Company or theGroup. However, it cannot be ruled out that, in the future, newproceedings, related or unrelated to existing proceedings, could

be initiated against an Arkema entity. Should such proceedings
have an unfavorable outcome, they could adversely impact
Arkema’s business activities, financial position or earnings.

Risk management
The Group has implemented a policy whereby the Legal
department monitors all administrative, legal or arbitration
actions, suits and proceedings, with support from specialist
law firms where necessary.
All legal risks related to current or potential litigation are
subject to a quarterly review. In this context, each business,
corporate department and subsidiary must provide the GroupAccounting and Consolidation department and Legal department
with a written summary of any legal risks or proceedings that
affect, or are likely to affect, the Group’s business activities,
earnings or financial position. These two departments analyze
the risks and legal proceedings that were identified anddetermine, in liaison with the internal contacts concerned,
the amount of the provisions relating to such risks and legal
proceedings based on the rules described in note 2“Accounting policies and new standards” and note 11 “Other
provisions and other non-current liabilities, contingent liabilities
and litigation” to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document.

Internal control failures linked to recently acquired subsidiaries
As part of its strategy, Arkema pursues a bolt-on acquisition
policy targeting small and mid-sized businesses. Over the past
three years, the Group has acquired several industrial
businesses, companies or stakes in companies and groups ofindustrial companies of different sizes, such as Agiplast, Edge
Adhesives’ business in Texas, Poliplas, Permoseal, Polímeros
Especiales, Ashland’s performance adhesives business, Polytec
PT, PI Advanced Materials and Arc Building. The internal
control systems of the subsidiaries acquired vary in terms of
their maturity. This may result in errors due to poor
knowledge of best practices and attempts of internal orexternal fraud that may cause financial or even reputational
damage to the Group.

Risk management
Following the completion of an acquisition, Arkema needs anaverage of two years to deploy its global internal control andrisk management procedures. This system, its organization,
main stakeholders and framework are described in section 2.2of this chapter.

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Main risks

2.1.3 Operational risks
Dependency on suppliers |CSR|
In the case of certain raw materials, equipment and services(storage in particular) that are essential to its business,
Arkema is, to a significant extent, dependent on a limited
number of suppliers and, in some cases, a single supplier.
Default by a major supplier, the non-renewal of supply
contracts for certain raw materials or their renewal on lessfavorable terms, and significant price increases could
therefore have an adverse impact on Arkema’s industrial andfinancial performance.

authorities, infrastructure managers and freight operators.
The supply chain pressures seen in 2021 and 2022 once again
highlighted the importance of this matter.

In particular, the Group has entered into certain multi-year
major supply contracts, including those governing Arkema’s
supply of propylene and oxo alcohols, hydrofluoric acid (HF),
1.1.1-trichloroethane and cyclododecane (CDA), which areused as a main raw material for acrylic monomers, fluorogases,
fluoropolymers and polyamide 12, respectively.

The Group’s centralized procurement policy for raw materials
and goods and services aims in particular to analyze and,insofar as possible, comprehensively address its exposure to
the risk of significant dependence on supplies and suppliers.

Following the shutdown by Total Petrochemicals France ofthe steam cracker at the Carling site in France, the Groupand Total Petrochemicals signed a new agreement on
19 May 2021, extending the long-term supply of propylene to
the Carling site.

• diversification of sources of supply when technical conditions
allow it;In September 2022 and on 11 December 2023, Arkema France
approved new terms and conditions for the electricity supply
to some of its industrial sites to cover its medium-term
needs.
Lastly, some of Arkema’s French production plants, which
consume and ship significant quantities of bulk raw materials
classified as "hazardous materials" for transportation purposes,
are dependent on the quality of service provided by rail
operators and storage authorizations at the sites in question,
especially when there are constraints on transportation
solutions for operational or regulatory reasons (e.g., single
wagons and not full trainloads, no road alternatives). They
are therefore monitored very closely, in liaison with the

Risk management
Arkema has implemented a policy of spreading supplier risk
at product-line level and at geographic exposure level for its
supplies of raw materials, energy resources, services and forsome equipment.

This policy is based on the following principles:• the development of long-term partnerships or contracts
for supply situations that are subject to severe structural
constraints due to the supply and demand balance or thelimited number of suppliers; these partnerships also provide
the Group with a competitive long-term cost of supply;• prudent management of the duration of contractual
commitments;• supply chain and inventory management adapted to bothbusiness and industrial requirements, particularly for strategic
products;• a thorough assessment of suppliers based on the following
criteria: position in the relevant market, industrial and CSR
performance, financial strength and development; and• participation in certain investments or development projects.

Customer risk
For some of its business activities, Arkema has entered into
agreements representing significant income with certain
customers, the most material of which are described in
sections 1.2 and 1.4 of this document for each businessconcerned. Any crisis affecting an economic sector of
Arkema’s customers, together with termination, non-renewal
or renewal on less favorable terms than those initially agreed
for the main contracts, could lead to significant losses insales and earnings for the businesses concerned, and a sharp
deterioration in their profitability. In some exceptional cases,
when the customer breaches its contractual commitments,
Arkema may initiate legal proceedings or arbitration to
enforce its rights. For more information on disputes, seenote 11.2.2 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document.
More generally, the Group’s relationships with a large numberof customers expose it to credit risk. At 31 December 2023,
accounts receivable net of provisions amounted to€1,261 million. These accounts receivable are detailed by due
date in note 12.6.4 to the consolidated financial statements
at 31 December 2023 in section 5.3.3 of this document.
Arkema’s exposure to credit risk is linked to the individual
characteristics of its customers.

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Risk management
In addition to a highly diversified customer base, the Group’s
sales are evenly balanced across the different regions inwhich it operates, thus limiting the geographic concentrationof credit risk.
Regarding customer credit risk, Arkema has set up a global
credit insurance program that, given the quality of its
customer portfolio and low claim rate, allows it to cover asignificant proportion of its accounts receivable. Arkema has
also deployed a specific credit risk management policy thatconsists in regularly assessing the solvency of each of its
uninsured customers. Uninsured customers whose financial
situation does not meet Arkema’s solvency requirements are
only supplied after payment. For more information, seenote 12.6.4 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document. The
policy concerning provisions for fully or partially uninsured
bad debt is also detailed in this note.

Risks ans internal control
Main risks

2

IT and cybersecurity risk
The Group’s industrial and management processes, andcommunication between employees and third parties, arehighly dependent on information technology systems basedon complex and ever-changing technical environments.
Interruptions to the operation of critical applications or loss
and corruption of sensitive data (due to system failure or
intrusion or malicious use of IT systems) could have amaterial impact on the Group’s business activities, image orreputation, earnings and financial position.
In the event of system failure or intrusion or malicious use of
the IT systems, the Group may have to shut down or slow down
all or part of one or more industrial units or departments.
Given the nature of the Group’s business and the sensitive
nature of its industrial processes, any interruption in theoperation of critical applications or loss of sensitive data(for any reason whatsoever) may result in the shutdown
or slowdown of all or part of one or more industrial units or
departments as a precautionary measure.

Risk management
The Group’s IT department aims to provide systems access toauthorized users while ensuring the integrity and confidentialityof sensitive data, in accordance with accreditations issued.
Therefore, the Group constantly adapts its IT and industrial
systems’ prevention, detection, protection and resiliencecapabilities and implements organizational measures (IT system
and industrial security policy, cyber risk exposure assessment,
application of international standards, user awareness-raising,user access management, cyber maturity assessment process
for goods and services suppliers, and business continuity plan)and technical measures (global cybersecurity operational
centre, data protection, networks and infrastructure) that
reduce the Group’s cyber risk exposure.
To ensure the reliability of its critical processes and compliancewith security rules, the Group has set up an internal control
system consisting of a number of IT general controls. The
effectiveness of these measures, particularly in terms ofcybersecurity, is assessed every year and action plans are
put in place to address any identified weaknesses.
To boost cybersecurity at a local level and improve security
at industrial sites, the IT department has implemented a neworganization supported by regional managers as described in
section 4.5.2.6 of this document. In addition, each Group sitemust comply with the security policy intended for industrial
systems, implement the Business Continuity Plan and train incyber crisis management. Accordingly, the technical requirementsof the Group’s IT systems security policy comprise a humanbehavioral component, which notably includes the implementationof the iSafe program to raise employee awareness aboutcybersecurity and data protection, and monthly campaigns of
information to build awareness and test responses aroundnew fraudulent practices such as phishing.
Lastly, the Group has taken out a cyber insurance program
covering all its subsidiaries worldwide, with a coverage limitof €40 million.

Climate |CSR
The 6th assessment report of the Intergovernmental Panel on
Climate Change (IPCC), published in 2021, clearly shows theimpact of greenhouse gas (GHG) emissions from humanactivities on climate change. The report specifically statesthat limiting climate change by 2100 is contingent on rapidly
and substantially reducing GHG emissions and achievingcarbon neutrality by 2050. Arkema, as an industrial company,
takes into account both “transition” risks, related to thetransformation of the economy to limit global warming, and“physical” risks, corresponding to the impacts of climatechange on its business activities.

Climate transition risks
To manufacture the products it sells, the Group consumes
energy, implements processes that emit greenhouse gases
and uses raw materials which themselves emitted greenhousegases when manufactured. Downstream, the transportation,
implementation, use and end of life of products sold also
generate greenhouse gas emissions.
Depending on society's expectations linked to the transition
to a low-carbon economy, and investors' rapidly changing
views on acceptable measures to make progress towards a
low-carbon activity, the Group may not be able to meetthese societal or investor expectations, which could have anegative impact on its image and reputation.

In addition, the Group could face increased costs, particularly
for compliance with new policies and regulations, and newtechnologies.
A lack of or insufficient commitment, from Arkema, or an inability
to meet its greenhouse gas emission reduction targets acrossits entire value chain, could reduce its attractiveness tostakeholders (investors, customers and employees), thereby
limiting the Group's ability to grow.
The ramping up of regulatory requirements in countries orregions with a greenhouse gas emissions reduction policy inplace (carbon taxes or quotas) could also generate additionalcosts (taxes or penalties), significant expenditure and investment
to adapt to such requirements, operating constraints due, forexample, to drought-related restrictions, therefore reducing
the Group's profitability. Fluorogases, for example, have been
identified as the products that are most exposed to regulatorychanges for many years.
In addition, the economy's shift toward new low-carbon
technologies could lead to more competitive solutions. Lastly,
difficulties accessing certain low-carbon raw materials could
impact their availability or price. These changes could therefore
have potential consequences for the Group's business activity
or profitability.

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Main risks

Risk management
Arkema has long been committed to meeting the climate
challenge and managing the related risks, continuously
improving its climate change response policy and stepping up
its actions year after year. After raising its level ofcommitment from well below 2 °C to 1.5 °C in 2022, and inlight of the significant progress made, Arkema strengthened its
ambition in 2023 and defined new 2030 targets aligned witha 1.5 °C trajectory, validated by the independent global body
Science-Based Targets Initiative (SBTi). The SBTi's validation
paves the way for an ambition to reach Net-Zero by 2050.
Arkema ensures it is taking suitable climate measures byreferring to Task Force on Climate-related Financial
Disclosure (TCFD) recommendations and, since 2016, byresponding annually to the Carbon Disclosure Project (CDP)questionnaire. To strengthen its risk management, in 2023,
the Group launched a scenario analysis on one of its businesses
to map transition risks and opportunities. The study was inparticular based on the International Energy Agency's (IEA)
Net-Zero by 2050 scenario. For further information on risk
identification, policies, measures and projects implemented,
results achieved and the related climate change performanceindicators, see section 4.4 of this document. Capex and opex
for climate change mitigation action plans within the scopeof activities eligible for the EU Taxonomy Regulation are
included in the reporting disclosures in section 4.1.5 of thisdocument. Concerning fluorogases in particular, Arkema isalready anticipating the applicable regulatory changes which
has led the Group to develop new blends and substitutes.
For further details, see section 4.4.3.3 of this document.

Physical risks and natural disasters
Climate change has been driving an increase in the frequency
and intensity of certain weather events (floods, droughts andstorms, in particular), which could lead to incidents or
accidents at some of the Group’s production sites. Due totheir geographic location, 38 of the Group’s 151 industrialsites (especially those located in Texas in the United States)
are exposed to climate or seismic risks.

In 2023, 26 of these 38 sites were identified as being
specifically exposed to climate risks. These classified sites
account for around 31% of Arkema’s total sales. For most ofthese sites, there are alternative production arrangements
within the Group. Some, however, are the only manufacturing
sites for the products in question. If all of these sites were
to become unavailable as a result of significant damage
resulting from a natural disaster, this could significantly
affect the business concerned, leading to material losses insales and earnings, and resulting in significant costs due toinsurance deductibles and damage not covered by current
insurance policies.
The effects of climate change could also impact Arkema’s supply
chain if, for example, a supplier or subcontractor could not supply
one or more Group facilities, for reasons also related toclimate change, thereby impacting the Group’s operating andfinancial performance and its ability to deliver to its clients.

Risk management
The physical impacts of climate change pose an acute risk
when they are caused by one-off events (weather events)
and a chronic risk when they concern long-term changes inweather patterns (e.g., regular chronic heat waves). To
prevent and limit them, insofar as possible, the Groupregularly uses reinsurance company Swiss Re’s CatNet® tool
to assess site exposure to such risks. In 2022, Arkema also
commissioned Ecoact to conduct a climate risk analysis for2021-2050, based on the IPCC’s RCP 8.5 and RCP 2.6
scenarios, for 165 of the Group’s industrial sites and research
centres and the Group’s main critical logistics hubs (19 ports
and railway hubs). Section 4.4 of this document, and more
specifically sub-section 4.4.4, provides information on all
adaptation measures implemented by the Group and thedeployment of scenario-based approaches.

Contractual commitments
In the course of its business activities, the Group has enteredinto multi-annual raw materials and energy procurement
contracts to guarantee the continuity and security of supplies
to its plants. Based on standard market practices in theGroup’s business sector, some of these long-term contracts
include "take or pay" clauses, requiring the buyer to draw downminimum annual volumes over the term of the contract. Group
companies may therefore be obliged to pay for minimum
quantities whether or not they actually take delivery of these.
In the event of failure to fulfill these contractual commitments
or of early termination of the agreements by Arkema, these
suppliers could claim compensation or penalties.
In the event of unfavorable economic conditions, a fall in demandor a change in demand for certain Group products, Arkema
may not reach the minimum volume and may have to pay a
penalty based on the total minimum annual volume cost.
These contractual “take or pay” obligations may therefore
have a negative impact on the Group’s future operating income
and cash flows.

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The Group’s total financial commitments amounted to€1,219 million at 31 December 2023. For more information,
see note 6.3.2 “Contractual commitments related to theGroup’s operating activities” to the consolidated financial
statements at 31 December 2023 in section 5.3.3 of thisdocument.

Risk management
Each Group business deploys an industrial and commercialorganization, as well as a quality control system designed tohelp it fulfill its commitments. Furthermore, the Legal department
supports the relevant businesses during the negotiation process
for the various agreements.
After being reviewed by the Group’s Legal department,material contractual commitments must be approved by the
Executive Committee, which, depending on the situation, may
request that a specific organizational structure be put in place.

Risks ans internal control
Main risks

2

Talent and skills risk |CSR|
Arkema’s success is deeply linked to the quality andcommitment of its employees and, as a result, to its ability
to attract, integrate, motivate, promote and retain skilledemployees across all regions in which the Group operates.

with the departure of experienced employees (via resignation
or retirement) could hamper the implementation of theGroup’s strategy and have a negative impact on its businessactivities and financial position.

Arkema’s experienced and committed teams enable theGroup to:Risk management• innovate by creating sustainable product and application
solutions (at the end of 2023, Arkema’s R&D teams numbered
more than 1,800 researchers working in 17 research centres
structured around three regional research and innovationhubs);• deploy complex industrial projects (such as the constructionof the Thiochemicals platform in Malaysia in a new country
using an innovative process and, more recently, thespecialty polyamides platform in Singapore);• successfully integrate acquisitions (in particular within
Bostik); and• more generally, adapt to different macro-economic
environments and significantly improve Arkema’s financial
and non-financial performance.
Given that 34% of Arkema’s employees are over 50 years oldat the date of this document, the Group is organizing aneffective skills transfer process from that generation to a
new generation of employees over the coming years.
Since 2021, it has become harder to hire and retain skilledemployees. This trend started in the United States before
spreading rapidly to other geographic areas and is particularly
acute among employees with specific skills in the technologies
required in a sector like Arkema’s. This phenomenon lessenedin 2023, but remains present. Difficulties of recruitment, along

Arkema has implemented numerous initiatives aimed at
attracting quality candidates, retaining top employees andreinforcing their skills, thereby strengthening the Group’s
overall expertise. These notably include targeted training anddevelopment plans, in particular for high-potential employees.
For further details on the human resources development andtalent management policy, see section 4.6.1 of this document.
Arkema’s compensation policies value and fairly reward each
employee’s contribution to the Group’s success. Arkema has
also rolled out mechanisms to motivate and retain its
employees over the long term by introducing financial
incentives (incentive schemes, profit-sharing plans, employee
share ownership and performance shares) and by providing
its employees with programs and the IT resources needed for
new ways of working, particularly remote working. For further
details, see sections 4.6.1.5 and 4.6.1.6 of this document.
Lastly, Arkema ensures that skills in certain sensitivetechnologies are shared by a sufficient number of employees
in order to safeguard know-how within the Group.
The 2020-2022 health crisis highlighted the need to adapt
ways of working to previously unimaginable circumstances, inparticular with the introduction of temporary lockdowns inmost countries in which the Group operates. Arkema responded
quickly to these situations, implementing a remote working
policy tailored to each country.

Risk related to health crises |CSR|
Serious health crises or pandemics, such as the Covid-19
pandemic which emerged in China at the end of 2019 andaffects most regions throughout the world, may lead publicauthorities in France and across the world to adopt measures
to restrict the movement of people and the transportation of
goods or even to lock down whole populations. These measures
could cause disruptions on several levels for the Group. In
particular, they could impact supply chains and weigh on
customer demand in the different regions of the world. They
could also result in partial or total closures of production
units, research centres, head offices and other sites.
Health crises or pandemics may impact employees’ healthand limit their availability, as well as create difficulties withrespect to the supply of certain raw materials or the deliveryof products to customers.
They may also have a significant impact on the Group’s businessactivity, financial performance and cash flow generation.

Risk management
In the event of a pandemic or serious health crisis, Arkema,in compliance with the applicable regulations, implements
the necessary measures to protect its employees’ health as apriority, to limit the impact of the exceptional situation on its
business activities and earnings to the greatest extent
possible, and, lastly, to prepare the return to more normal

conditions. To this end, the Group notably deploys crisis
management measures at both the central level and in the
different countries in which it operates, led by trained
personnel.
More generally, the Group ensures that business continuity
plans are defined for its main industrial and administrative sitesaround the world. The plans include actions on three levels:• health measures to limit the transmission of viruses andprotect the health of employees and subcontractors
working on the sites by (i) informing all personnel about
health measures, raising awareness and providing alcoholbased sanitizers and protective masks, (ii) issuing instructions
on how to contain isolated cases, and (iii) reducing thenumber of meetings and business trips;• organization measures to ensure business continuity byintroducing teleworking solutions and virtual meetings,
wherever possible; and• measures to adapt business activity to the level ofabsenteeism by organizing work in such a way as to enable asite to continue operating despite the absence of significant
numbers of employees and, in extreme cases where a verylarge number of employees are absent, to ensure thesafety of the site in question and environmental protection.

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Main risks

Supply chain disruption
Arkema’s customer supply chain may be interrupted due tosupplier failure, the unexpected shutdown of a Group
production site (supplying other Group sites), supplier orcustomer, a disruption affecting transportation, logistics orstorage and warehousing facilities or regulatory or customs
provisions prohibiting transportation, import or export. These
disruptions or extended shutdowns impacting a production
site may result from problems with raw material or energy
resource supplies, technical incidents, industrial action or
natural disasters as well as serious government-declared
health crises. They may lead to delivery delays over extended
periods of time, which could adversely impact the Group’s
sales and earnings, as well as the quality of its customer
relationships.
Moreover, in the event of difficulties with certain raw
materials, alternative sources of supply may be limited or
non-existent, or only be available at a very high cost.
Regarding transportation, due to stricter regulations on thetransportation of hazardous materials, the temporary or
permanent lack of transportation means for certain toxic orhazardous products to certain destinations, the market
dominance of a single supplier or industrial action affecting
transportation, Arkema may face delays in delivery or evenrefusal by its carriers to collect shipments, difficulties inmeeting certain customer demands, increases in certain
shipping costs or shipping equipment rental costs andreductions in certain shipments.

Lastly, Arkema uses many storage and warehousing facilities
located on its industrial sites and elsewhere. The temporary
unavailability of these storage facilities may lead to a
production disruption or suspension at certain Group sites orto delivery delays for certain customers as alternative
storage solutions are sometimes limited for certain products
manufactured by the Group. Such events could have asignificant negative impact on the Group's reputation,
financial activity and operating income.

Risk management
In order to minimize the risks related to the transportationand storage of its raw materials and own products, Arkema
endeavors to strictly select suppliers based on the
Warehouse Safety and Quality Assessment System (SQAS),
which was established under the aegis of the European
Chemical Industry Council (CEFIC) by a consortium ofEuropean chemical manufacturers and which also covers theMiddle East and Asia, and the Chemical Distribution Institute– Terminals (CDI-T) scheme at the global level. Arkema alsoendeavors to diversify its service providers and, in particular,
split its product shipments between several carriers where
possible. Lastly, the Group develops alternative solutions
that combine transportation plans and distribution schemes,
with a lag time for implementation, and can set up
geographic swaps with other manufacturers.

Insurance cover default risk
Arkema’s insurance policy is part of the overall risk
management framework and, as such, is described in detailin section 2.2.6 of this document.
At the date of this document, Arkema believes that the limitsof the insurance cover described in said section take into
account the type of risks it incurs. However, in some cases,
the possibility that Arkema could be required to pay
substantial compensation for claims that are not covered by
the existing insurance program, or that it will incur very
substantial expenses that will not be reimbursed or only
partially reimbursed under its insurance policies, cannot be
excluded, notably in the event of an accident at a site or
external warehouse, during transportation or in the event of
natural disasters.
Arkema selects its insurers from the best and most financiallysolid companies when taking out policies. However, thepossibility cannot be ruled out that, at the time of settling aclaim, one or more of these insurers could be in a difficult,even compromised, financial situation that puts payment of
the compensation in doubt. Furthermore, recent developmentsin the insurance market could result in unfavorable changes
to the Group’s insurance policies and an increase in policy
premiums.

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The Group’s insurers, under certain conditions deemed
customary in the insurance industry for those types ofcontracts, can prematurely terminate insurance policies inthe event of a major claim. In such an event, the Groupnevertheless remains covered throughout the notice period,
which may vary depending on the policy. As a result, theGroup may have to bear some or all of the losses itself
during the period not covered by insurance.

Risk management
Since its creation, Arkema has maintained a department
dedicated to the investment and management of the Group’s
insurance cover, backed by international insurance brokers to
optimize and bolster its cover.
The Group issues regular calls for tenders to insurance brokers
and insurers in order to ensure that it is always informed of
the best offers available on the market. Insurance cover andinsurers are selected based on objective criteria including
price, the extent of coverage and the strength, experienceand quality of the insurers.

Risks ans internal control
Main risks2

2.1.4 Economic and business risks
Change in prices of key raw materials and energy
Upstream of its activities, the Group uses raw materials andenergy resources to manufacture its products, some of which
are indirectly linked to the price of crude oil like propylene or
butadiene, while others, such as sulfur, castor oil andfluorspar, are only minimally connected or not at all. The
prices of these raw materials and energy resources can behighly volatile and therefore lead to significant variations in
the cost price of the Group’s products. The delayed impact
of raw material price increases may have a significant impact
on the earnings of certain Group businesses, particularly
downstream businesses, which represent a significant portionof its activities.
Moreover, differences in the cost price of the Group’s
products may exist from region to region, as was the case inEurope in 2022 and 2023 following the increase in energy
prices.

Risk management
Arkema strives to optimize the costs of its raw material andenergy supplies by diversifying its sources of supply. In somecases, the Group may therefore use derivatives such as
futures, forwards, swaps and options, on both exchange andover-the-counter markets. These derivatives are matchedwith existing contracts (for more details, see notes 12.2.2
and 12.6.5 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document).
The Group also forges partnerships with certain suppliers who
are leaders in their respective fields in order to build strong,long-term business relationships and ensure a competitive
cost of supply.
Lastly, Arkema strives to deploy an appropriate pricing policy,
in particular in downstream activities like adhesives ordownstream acrylics, in order to pass on, through its selling
prices, increases in the cost of the raw materials used to
manufacture its products.

Strengthening competition
Arkema is confronted with strong competition in each of its
businesses and especially in intermediate activities, with thestrengthening of some of its competitors and the emergenceof new players that could impact its own competitive
position. Regarding the Group’s intermediates activities, somecompetitors are larger and more vertically integrated, which
could enable them to benefit from lower production costs
for certain products that the Group also manufactures.
Moreover, the economic development of certain countries
like China has been accompanied by the rise of local
competitors, resulting notably in new global capacities andthe development of new technologies. This has led to
growing competition on certain product lines, which could
place lasting downward pressure on the selling prices andmargins of these products.

Risk management
With a view to consolidating its competitive position, Arkema
has, since its creation, implemented a policy of operational
excellence and cost optimization to enhance the competitive
advantages that it enjoys in its various product lines and toguarantee the quality and performance of the products
offered to its customers.
Moreover, thanks in particular to its innovation, the Group is
deploying a repositioning strategy to diversify its portfolio of
products and application markets and strengthen its positionin niche markets with higher added value.
Lastly, the Group forges long-term partnerships with customers
who are leaders in their fields, enabling it to build solid andlasting commercial relationships with its main partners andsupport them in their development.

Geopolitical and macroeconomic instability
Arkema’s global business, which generates a significant portionof its sales in certain regions of the world or countries(notably 34% in Europe, 33% in the United States and 11%
in China in 2023), exposes it to the direct and indirectconsequences of trade disputes, embargoes, epidemics or
pandemics, sudden changes in customs duties, terrorist
activities, political instability and armed conflict. These events
could, in particular, result in delays or losses in the Group’s
product deliveries to its customers or in the supply of raw
materials and could therefore have a material adverse effecton its sales and earnings. In addition, they could lead toincreased costs for products manufactured by the Group, as
well as costs relating to security, in particular for its IT
system and of insurance premiums.

At the end of 2022, Russia's invasion of certain parts of
Ukraine led to a surge in energy prices, followed by a sharp
rise in inflation and interest rates, as well as restrictions onsales to certain countries (notably Russia). At the endof 2023, this ongoing conflict was compounded by a conflictin the Middle East, leading to renewed tensions over oilbased products and, more recently, difficulties in maritime
flows. Arkema had to adapt to this particularly tense
geopolitical context and remains attentive to any
developments.

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In addition, throughout 2023, Arkema's global business wasstrongly impacted by a general decline in demand in the
different regions of the world and the different markets servedby the Group. No improvement was observed up until the endof the year. In this context of heightened geopoliticaltensions and a deteriorating macroeconomic environment,
the risk mitigation and prevention measures in place enabled
the Group to diminish the consequences thereof.

Risk management
With its balanced geographic presence in Europe, North Americaand Asia, the Group is able to spread its risk between the
different geographic regions in which it operates. As Arkema
gradually establishes production plants in the main geographic
regions, this also secures local supplies to its customers

present in the region, limits the flow of products between
different regions and locates its IT architecture where
necessary. Similarly, the Group's diverse range of activities
enables it to limit the impact of fluctuations in the different
markets it serves.
In addition, to develop and implement effective policies andstrategies in each of its foreign operations, Arkema relies on
subsidiaries, which are placed under the supervision of aregional Vice-President, in most countries in which it has
industrial and commercial operations. This organization helps
the Group maintain relations with local authorities andeconomic players, defend its interests, and better anticipatechanges in the local political and economic environment aswell as threats.

2.1.5 Project and innovation risks
Investment, acquisition and partnership projects
As part of its targeted growth strategy, based in particular ondeveloping new products and the Group’s geographic expansion,
Arkema is involved in complex, sometimes very large-scale
projects, such as a recent investment in specialty polyamidesin Asia. For the 2024-28 period, the Group estimates that its
capital expenditure will total approximately €3.9 billion, morethan half of which in development projects designed toensure its future growth. Some of the Group’s investments
are made in partnership with third parties, which may
increase both their complexity and the related risks. The
completion of these projects may be delayed and/or result in
expenses in excess of those initially budgeted for by theGroup. These elements could weigh on the Group’s growthprospects and the expected profitability of theseinvestments and thus have a negative impact on its business,earnings and financial position.
In line with its ambition to become a pure Specialty Materials
player, Arkema also deploys an ambitious bolt-on acquisition
program that targets small and mid-sized businesses tostrengthen its portfolio and Specialty Materials platform. In
this respect, the Group has spent approximately €2.5 billion
over the past three years. These acquisitions may expose
Arkema to various risks, including in particular the risk ofbearing potential liabilities or responsibilities related to thebusinesses acquired (notably relating to real estate owned orleased by companies acquired by Arkema), in spite of thequality of due diligence performed. In addition, theassumptions on which the acquisitions were made may fail tomaterialize, in particular the development prospects of these
activities may not be achieved, or projected synergies may
not be fully unlocked, which may adversely impact thevaluation of goodwill together with the Group’s growth prospects,
earnings and financial position.
Lastly, as part of the disposals of non-strategic activities,
Arkema may have to provide guarantees to third parties forcertain operations. It cannot be ruled out that when some ofthese guarantees are invoked, the compensation claims could
exceed the provisions made by Arkema.

Risk management
For each of its investments, the Group solicits the necessaryinternal and external resources and expertise to ensure its
projects are implemented under the best possible conditions.
Before entering into any external growth transaction, Arkema
takes precautions when identifying targets, in particular byconducting in-depth evaluations of the activities and companies
concerned and the various liabilities related to the businessbeing sold, and by negotiating appropriate guarantees fromthe sellers or putting in place insurance cover for the same
purpose with the advice of external consultants with expert
knowledge in this area. Furthermore, acquisitions are carriedout by teams of qualified experts under the responsibility of
the Strategy department.

Innovation and technologies |CSR|
The Group’s innovation policy, described in section 1.1 of thisdocument, is a strategic pillar in Arkema’s targeted growthstrategy and a key component in its contribution to sustainable
development and to the major challenges arising from global
megatrends. Whether aimed at manufacturing technologies,
products or their applications, innovation makes it possible
to create sustainable solutions. Innovation enables Arkema to:• launch innovative new products and solutions on the market
while continually improving their performance, and provide
its customers with the technical support and solutions
they need; and842023 Universal Registration Document• enhance the Group’s operational excellence and reduce its
environmental footprint by providing production facilities
with new technologies and processes, thereby enabling theGroup to produce safely and competitively while limiting its
environmental impact, in line with its responsible strategy.
In 2023, R&D expenditure totaled €275 million, representing
2.9% of Group sales.

Risks ans internal control
Main risks

Despite the investments made, the Group may be unable todevelop new products and new applications or to develop
new production processes. This inability, or a delay inthe development of such new products, could prevent theCompany from marketing certain products and could therefore
have an adverse impact on its business and earnings. For
example, the development of artificial intelligence for theaccelerated design and optimization of new materials could
lead to innovative materials being made available on themarket by third parties that perform better than Arkema's
materials in their current applications.
Moreover, changes in processes used by customers or aswitch from one technology to another in their products
could drag down the Group’s sales. In the field of energy
generation and storage in particular, many technologies are
currently being developed but it is impossible to say which
ones will be successful. The Group is devoting significant
R&D resources to preparing for the emergence of tomorrow’sbattery and hydrogen technologies. At this stage, however,the level of uncertainty remains high and the risk of theemergence of disruptive battery technologies likely to affect
the Group’s activities cannot be overlooked.

2

Risk management
With more than 1,800 researchers and €275 million in R&D
expenditure in 2023, Arkema invests heavily in R&D each year
to develop new products and processes that cater to bothmarket demand and major challenges arising from global
megatrends. This strong focus on innovation also enables theGroup to adapt to regulatory changes. The R&D teams carryout important monitoring work, both in Arkema’s own
technological fields, but also further downstream in thetechnologies of its main customers’ businesses. In particular,
at the end of 2021, the Group inaugurated a centre of
excellence for batteries at its Rhône-Alpes research centre.
This enables the Group to remain at the cutting edge of thisfield and prepare as best as possible for future technologicaldevelopments. The organization and policy priorities of theGroup’s R&D, as well as the resources dedicated to R&D, aredetailed in section 1.1 of this document. In particular, theGroup is committed to the digital transformation of its R&D
in order to master the use of artificial intelligence in theaccelerated design of innovative materials, see section 1.1.6of this document.
Furthermore, Arkema has a technological development policy
for its processes, in particular as part of its R&D programs, togive it ownership and control over the technologies that it
uses in its major activities, and to help reduce its level of
exposure to third parties in this regard.

Protecting intellectual property and know-how
Arkema is developing an innovation-based growth strategy
structured around a dedicated organization, 17 R&D centres
spread throughout the world and a research incubator. It
therefore has a large R&D project portfolio. Accordingly, thepatents that protect the innovations generated by its research
together with its trademarks represent a key asset for its
business. At 31 December 2023, Arkema owned 10,047 patents
and 216 new patent applications were filed in 2023 (versus 205
in 2022), 204 of which relate to sustainable development. For
further details, see section 1.1 of this document.
Consequently, aside from having an instantly negative impact
on Arkema’s earnings, patent or trademark infringements
committed by a third party and any other type of intellectual
or industrial property rights infringement could also harm thereputation and the perceived quality of the products concerned
as well as the image of the Group. The Group also monitors
patent applications filed by third parties. Such applications
are only made public on publication and could have an
impact on ongoing developments within the Group or on
products recently brought to market. These third-party patentapplications could oblige Arkema to modify its product,
thereby increasing the related R&D costs, or to negotiate alicense to use the patented component.

For further details on patent and trademark management,see section 1.1.3 of this document.
Lastly, the disclosure of confidential documents or the copyingof processes or technologies that are critical to its production
and to maintaining its international competitiveness could
also adversely affect the Group’s business and earnings.

Risk management
Arkema has developed an assertive policy to protect its
innovations through the registration of patents, particularly
with the support of a global network of industrial property
consultants. For further details, see section 1.1.3 of thisdocument.
Moreover, to protect its know-how and sensitive data, particularly
in terms of confidentiality, the Group has strengthened its
security policy through procedures and application guides
applicable to all Group facilities and an employee awarenessand training program. Only a limited number of workers haveaccess to Arkema’s know-how, particularly its processexpertise. Strict non-disclosure agreements or clauses are
put in place whenever knowledge is shared with third parties.

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2.1.6 Financial risks
Arkema is exposed to two types of financial risks: foreign currency risk and liquidity risk.
The information provided below is based on certain assumptions and expectations that, by nature, may prove to be inaccurate,particularly with respect to changes in exchange rates and Arkema’s exposure to the associated risk.

Foreign currency
Given its international operations, Arkema is exposed to various
types of currency risks:• transaction risks related to Arkema’s day-to-day operations
and development projects;• translation risks related to the consolidation in euros ofsubsidiaries’ accounts that are denominated in currencies
other than the euro. Fluctuations in the exchange rates ofthese currencies, particularly the US dollar-to-euro exchange
rate, have had in the past and may have in the future amaterial impact on Arkema’s financial position and operating
income. The translation effect on Arkema’s income statement
and balance sheet resulting from a fluctuation of the
US dollar against the euro +/-10% is explained in note 12.6.1of the notes to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document; and• risk of competitiveness related to the fact that, proportionately,in the euro zone, the Group incurs more operating expenses
in euros than it generates sales in the currency owing to
the fact that it is an export-focused company. As a result,
Arkema’s competitive position may be affected by the
weakness of certain currencies, and in particular the
US dollar against the euro, compared with its competitors
positioned in countries with a weak currency. Furthermore,
the weakness of certain currencies in countries with major
imports from Arkema may affect its earnings.

Risk management
Arkema’s objective is to minimize the impact of exchange
rate fluctuations on its earnings and financial position.
Transactional risks are systematically hedged, at the latest
when recorded in the accounts: Arkema companies hedge theirforeign currency assets and liabilities against their respectivefunctional currencies. Revenues and costs in foreign currencies
are hedged essentially by spot foreign exchange transactions
and sometimes by forward transactions.
Foreign currency risk linked to future flows, such as capital
expenditure or sales flows, particularly export sales, mayalso be hedged. The Executive Committee is responsible for
deciding whether such hedging is necessary, and the Financing
and Treasury department is responsible for its implementation
using simple derivatives. For further details, see notes 12.2
and 12.6.1 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document.
Translation risk is not hedged as Arkema considers that it isinherent to its worldwide operations. However, Arkema
reduces its balance sheet risk through a policy of allowing its
companies to contract debt only in their functional
currencies, except when a foreign currency loan is backed by
a commercial risk in the same currency.
Arkema strives to mitigate the risk of lower competitivenessthanks to its strategy of achieving a greater balance in its
geographic exposure.

Liquidity
Arkema reviews its liquidity risk on an ongoing basis anddeems it is in a position to meet its future commitments.
Arkema uses bond issues and loans from banking institutions
to finance its day-to-day operating requirements anddevelopment. However, unforeseen needs may also arise,
resulting in particular from an increase in working capital orunfavorable market conditions. Additionally, market conditions
may make it difficult to refinance bonds at maturity, or one ormore banks may be unable to meet their obligations to Arkema
with respect to one of its main credit lines, which would
significantly reduce its access to financing under equivalentterms. For further details on borrowing terms and in particularon early repayment clauses, see notes 12.3 and 12.6.3 to theconsolidated financial statements at 31 December 2023 insection 5.3.3 of this document.

Risk management
Arkema’s financing policy, implemented by the Financing andTreasury department, aims to provide the Group with thenecessary financial resources to fund its operations overperiods of time adapted to its repayment ability. This policy
is based on the following principles:• having Arkema’s long-term credit rated by two rating agencies
and maintaining a solid investment grade rating;• having a net debt (including subordinated debt) to EBITDA
ratio of less than 2;• maintaining cash reserves in excess of €500 million;• having a Euro Medium Term Note (EMTN) program, to facilitate
access to bond markets;• maintaining average maturity at over three years; and• diversifying its sources of financing.
In addition, on 6 July 2023, credit rating agency Standard &Poor’s raised the outlook associated to the Group’s rating from“stable” to “positive” while confirming its rating of BBB+/A-2.
Moody's has maintained its Baa1 rating with a "stable" outlook
assigned on 28 January 2022.

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Risks ans internal control
Global internal control and risk management procedures

2.2

2

Global internal control
and risk management procedures

2.2.1 General organization: objectives and scope of internal
control and risk management
Objectives
Arkema applies the Reference Framework of the French financial
markets authority (Autorité des marchés financiers – AMF),
published in 2007 and subsequently reviewed and expanded
in 2010, which it has adapted to its business activities, sizeand organization.

However, no internal control process can provide absoluteassurance that these goals are met. Despite the processes
and controls in place, it cannot guarantee that all Arkema
employees will constantly comply with the internal control
guidelines and apply all the defined procedures.

Internal control is a Group-wide process defined andimplemented by executive management, management andemployees. Its objective is to ensure:

Arkema has also implemented a risk management systemthat enables the Executive Committee to ensure that risks areat a level that it deems acceptable. This system contributes to:• compliance with current laws and regulations;• creating and protecting Arkema’s value, assets and reputation;• compliance with the instructions and guidelines issued byexecutive management;• securing Arkema’s decision-making and other processes sothat objectives may be achieved more easily;• the smooth operation of internal processes, notably thoseserving to protect assets; and• ensuring consistency between Arkema values and actions;and• the reliability of financial information.

• rallying Arkema employees around a common vision of themain risks.

Generally, internal control contributes to the management ofArkema’s activities, the effectiveness of its operations, andthe efficient use of resources.

Scope
The internal control and risk management procedures are
adapted to Arkema’s organization, which is structured aroundthree components:

IT, insurance and procurement, and ensure coherence andoptimization at the Group level (see section 1.3 of thisdocument); and• the segments of the Specialty Materials platform, which
each comprise two Business Lines encompassing one orseveral activities, and the Intermediates segment, which
includes two activities, with each activity responsible forits own performance and the implementation of internal
control procedures (for further details, see section 1.2 ofthis document);• the subsidiaries, in which Arkema performs its businessactivities (for further details, see section 6.1.2 of thisdocument).
These internal control and risk management procedures
apply to all fully consolidated Arkema Group companies.
Internal control is not limited to procedures that improve thereliability of financial and accounting information.

• the corporate departments (or support functions), whichassist the segments and activities in their area of competence,such as finance, human resources, industry, legal affairs,

2.2.2 Persons involved in internal control and risk management
Board of Directors and committees
The Board of Directors and its three committees (the Audit
and Accounts Committee, the Nominating, Compensation andCorporate Governance Committee and the Innovation andSustainable Growth Committee), supported by the experienceand expertise of their members, contribute to the promotionof an internal control and risk management culture adapted
to Arkema’s activities.

In particular, it is the responsibility of the Audit and Accounts
Committee to oversee the effectiveness of internal control
and risk management systems, and assess the schedule ofthe internal auditors and the results of their work.

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Executive Committee
The Executive Committee implements the internal control
process and ensures compliance by:• defining the internal control framework and the rules fordelegating responsibility;• setting targets for each business, corporate department
and subsidiary, and ensuring they have the resources formeeting these targets;• supervising the implementation of the control proceduresthat help achieve the targets it has set;
• assessing the risks specific to each project submitted to
the Executive Committee; and• carrying out a review (annually and as deemed necessary)of Arkema’s major risks, based on the work of the Risk
Review Committee and its risk mapping presentation. In
order to carry this out effectively, the Executive Committee
relies on the Internal Audit and Internal Control department
and the expertise of all its own members.
Each member of the Executive Committee is responsible for
ensuring that the Internal Control Framework’s Group-wide
rules and principles (as described in section 2.2.3 of thischapter) are observed for the entities and businesses that heor she supervises.

Risk Review Committee
A Risk Review Committee was set up in October 2007 tostrengthen the formal framework of risk identification, analysis
and management, and to regularly monitor the developmentof risk factors. It is made up of the Strategy Executive
Vice‑President (committee chairman), the Industry Executive
Vice-President, the Chief Financial Officer, the Legal Affairs
Vice-President, the Sustainable Development Vice-President,
the Group Safety and Environment Vice-President, theInsurance Vice-President, the Head of Group Accounting andConsolidation, the Head of IT and the Internal Audit andInternal Control Vice-President (committee secretary).
Every six months, or more often in response to specific events,
the committee reviews:• summaries of audits and assessments carried out by theInternal Audit and Internal Control, the Group Safety andEnvironment and the Insurance departments;• reports on fraud or attempted fraud prepared by the antifraud unit;• assessments of commercial intermediaries made by thecommercial intermediaries’ review commission;• a list of risks identified in the surveys carried out by theInternal Audit and Internal Control, Legal and Group Accounting
and Consolidation departments;• a risk map prepared by the Internal Audit and Internal
Control department; and• the monitoring of corrective measures in all of these areas.
Following its review, the Risk Review Committee can decide
on further corrective measures or request additional information,and can also request updates to the risk map.
The conclusions of its review are reported to the Executive
Committee, which, upon completion of the process, may
decide whether or not to update the main risks described in
section 2.1 of this chapter.
The Risk Review Committee met twice in 2023.

• a summary and progress report of ongoing disputes presented
by the Legal department;Internal Audit and Internal Control department
The Internal Audit and Internal Control department is madeup of the Internal Audit sub-department and the Internal
Control sub-department, both of which are independentfunctions under the responsibility of the Strategy Executive
Vice-President.
Arkema’s internal control system meets the principle of thethree lines of defense, as recommended by the IIA (Institute ofInternal Auditors) and the IFACI (Institut français de l’audit et ducontrôle internes). The first line is covered by all the operational
departments, the second line by the support functions,
including Internal Control, and the third by Internal Audit.

Internal Audit
The role of Internal Audit is notably to improve and develop
controls in Arkema’s management systems and processes
and, more broadly, to ensure that its operating procedures
comply with the Internal Control Framework.

All processes and management systems (at the legal entity,
Business Line, corporate department or other level) may besubject to an internal audit. At the end of each audit, theInternal Audit department discusses and agrees on its findings
with the managers of the audited area before presenting
them with a set of recommendations and related actionplans that the managers of the entities or management
systems commit to implementing.
An internal committee consisting of the Chief Financial Officer,
the Strategy Executive Vice-President and the Internal Audit
and Internal Control Vice-President regularly monitors theimplementation of the recommendations.
The Internal Audit and Internal Control department defines adraft proposal for the audit plan based on:• risk identification initiatives;• interviews with Arkema’s
departments; andoperational

andcorporate• a selection of priorities from the various proposals gathered.
The final program is validated by the Executive Committee,
and then approved by the Audit and Accounts Committee.

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In 2023, the Internal Audit sub-department, made up of
8 internal auditors, carried out the following 37 audits:• 14 audits of industrial sites or R&D centers in Europe, Asia,
North America and South America;• 14 audits of subsidiaries in Europe and Asia;• 3 audits of shared services centers in Europe, and Asia; andThe methodology consists of:• analyzing the main risks of error, omission or fraud inprocesses or sub-processes, which could have a material
impact on Arkema’s consolidated financial statements;• identifying and implementing control procedures to minimize
any risk of error, omission or fraud;

In 2023, all audits were carried out in person.

• periodically checking the existence and effective operationof these controls, carried out by the Internal Control
correspondents based in the subsidiaries (self-audit) or by
the Internal Audit sub-department; andInternal control• defining corrective measures in the event of shortcomings
and overseeing their implementation.

• 6 audits of businesses and central functions in Europe andNorth America.

The primary mission of Internal Control is to strengthen
Arkema’s internal control systems. Its initiatives arecommunicated and implemented, at subsidiary level, by a
network of correspondents within the subsidiaries’ Financeand IT departments.
Internal Control is involved in the analysis and formal
implementation of processes that impact financial information,
for which key controls have been defined.

2

The list of procedures covered by this methodology is basedon the 14 procedures of the AMF Reference Framework
application guide published in 2007 and updated in 2010. It is
adapted to the specific features and size of the subsidiaries.
All significant subsidiaries of the Group were covered by
Arkema’s internal control system in 2023. Its performance ismeasured annually, by self- or peer assessment, and recordedin the dedicated GRC (Governance, Risk and Compliance) tool.

Segments, Business Lines, activities, corporate departments and subsidiaries
Arkema is organized into segments as described in section 1.2 ofthis document. The segments of the Specialty Materials
platform each comprise two Business Lines encompassing
one or several activities, and the Intermediates segment
includes two activities following the divestment of the PMMA
activity in May 2021. Each activity coordinates the use of theresources required to meet the targets set in their respective
areas and is responsible for its own performance and for
implementing suitable control procedures and processes, inaccordance with the principles and procedures defined in
Arkema’s Internal Control Framework, Business Conduct andEthics Code, charters and guidelines.
The corporate departments ensure that Arkema’s organizationis consistent and optimized.
Each subsidiary is placed under the responsibility of a local
executive who is responsible for employing the resources
defined with the businesses and the support functions tomeet the subsidiary’s targets, in accordance with current
laws and the rules and principles defined by Arkema.

2.2.3 Internal control framework
Arkema’s internal control and risk management systems are
based on three core principles:• clear definition of responsibilities and delegations of authority,
observing rules governing the segregation of duties(in particular distinguishing between those who perform
actions and those who approve them), to ensure that any
person who makes commitments to third parties on behalfof Arkema has the authority to do so;• identification, analysis and management of risks; and• regular reviews, notably via annual internal control assessments
and the internal audit program, to ensure internal control
and risk management systems operate correctly.
Arkema’s Internal Control Framework defines its organizationand the guiding principles behind its operating procedures.
Approved by the Executive Committee and available to all

employees, notably via the intranet, it is based on the Safety,
Health, Environment and Quality Charter, the Users’ Guide for
IT Resources and Electronic Communication, and the BusinessConduct and Ethics Code put in place by Arkema, available
on Arkema’s website under the heading "Ethics". In line with
the AMF Reference Framework published in 2007 and updated
in 2010, the Internal Control Framework is based on fivecomponents:• control environment;• risk management (detailed in section 2.2.4 of this chapter);• control activities;• information and communication; and• continuous assessment of the internal control system.

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Control environment
The control environment is the basis for the other components
of internal control and refers primarily to Arkema’sorganizational principles, its values as set out in the BusinessConduct and Ethics Code and the level of awareness among
employees.
All employees are informed of the importance attached toobserving the rules of proper conduct set out in the BusinessConduct and Ethics Code, the Health, Safety, Environment
and Quality Charter, and the Users’ Guide for IT Resources
and Electronic Communication.
Arkema has put in place a compliance program described in
section 4.6.2 of this document.

In addition, a fraud prevention procedure has been put in place
to record and centralize situations of fraud and therefore
improve their handling and prevention.
In general, the roles and duties of every operational andcorporate manager are set out in a job description. Theirobjectives, which include an internal control dimension, areset annually by their respective line manager, to whom theymust periodically report on their activities.
Lastly, Arkema has set up a dynamic human resourcesmanagement approach and a policy of ongoing training
designed to ensure that employees’ skills are continuously
adapted, and to maintain a high level of individual engagement
and motivation.

Control activities
Control activities involve applying the standards and proceduresthat help ensure that Group management directives are
implemented at every level of Arkema.
To this end, a set of regulations has been formally documented
in the Internal Control Framework, and general principles
applicable to all Arkema entities have been defined in order
to control the application of the operating procedures
defined by the Executive Committee. For example, delegationsof authority and investment management are the subject ofspecific notes.
Businesses and subsidiaries are responsible for operational
processes and therefore for internal control;
Corporate departments are responsible for defining andcommunicating policy and best practice guidelines relating totheir area of expertise and ensuring that they are correctly
applied, particularly in the following fields:• compliance with laws and regulations,• safety and environmental protection, and• the reliability of financial information.
Controlling access to IT systems forms a key part of internal
control and is subject to a formal management process,which involves both the departments using the systems andthe IT department.
The Internal Audit team notably conducts assessments ofArkema’s compliance with its Internal Control Framework inaccordance with the audit plan validated annually by the
Executive Committee and approved by the Audit and Accounts
Committee.

Information and communication
IT systems are a key component of Arkema’s organization.

Additionally:

Mindful of the opportunities and risks related to the use of
information technologies, Arkema has set up an IT governancestructure to control risks while creating value and improving
performance.

• Arkema has a highly detailed financial reporting system, anessential management tool used by executive management;This approach consists of deploying Group-wide the ten
IT management practices drawn up formally by the French
IT association for major companies, CIGREF (Club informatique desgrandes entreprises françaises), as part of Arkema’s IT systems
security policy. For further details, see section 2.1.3 of this chapter.

• the main internal control documents are available on
Arkema’s intranet; and• each support function develops professional best practices
and communicates them throughout Arkema via the intranet.

Continuous assessment of internal control systems

90

The internal control system is assessed on an ongoing basis.
The Executive Committee is responsible for the overall
internal control system, its performance and its oversight.
However, each subsidiary actively contributes to improving
internal control performance within its own scope.

In addition, recommendations made by the Internal Audit
sub-department on completion of its audits are systematicallyreviewed, and a summary is presented to the Audit and Accounts
Committee. When decisions to apply corrective measures are
adopted, their implementation is monitored on a formal basis.

In general, any weaknesses in the internal control system
must be reported to line management and, if necessary, tothe Executive Committee.

Furthermore, as part of their engagement, the statutory auditors
may alert Arkema (represented by the Finance department andthe Internal Audit and Internal Control department) and theGroup’s Audit and Accounts Committee regarding any weaknesses
that they may have identified. These factors are taken into
account by Arkema in its efforts to improve internal control.

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2

2.2.4 Risk identification and management
In the course of its business, Arkema is exposed to a numberof internal and external risks.
As Arkema’s structure is highly decentralized, risk assessmentand management is the responsibility of the businesses,
corporate departments and subsidiaries. Each of these entities
has a duty to reduce the risks inherent in their activities.
Arkema’s risk management system is based on regular reviewsof risk identification, analysis and treatment, as follows:• every month, each business presents its results and indicators
to its operational Executive Vice-President, who is amember of the Executive Committee, and the Executive
Committee reviews the results of the segments and theirrespective activities;• the Group Accounting and Consolidation department organizes
a quarterly review of risks and legal disputes that may
have to be reported in Arkema’s financial statements. The
businesses, corporate departments and subsidiaries reporton their entity’s risks, which are analyzed and addressed atquarterly meetings with the Chief Financial Officer, theGroup Accounting and Consolidation department, the Legal
department, and the Internal Audit and Internal Control
department; and• the Internal Audit and Internal Control department carries
out an annual survey of risks among Arkema’s main entities,
namely the businesses, corporate departments and subsidiaries.
The risks are identified and analyzed and the most significant
risks are grouped together and positioned on a risk map,
which is presented to the Risk Review Committee. The Risk

Review Committee then assesses the need to update therisk map and puts forward suitable action plans where
necessary. Particular attention is paid to the duty of care,in order to identify the risk of serious violations of humanrights and fundamental freedoms, health and safety, andenvironmental risks, and to put in place, where necessary,
action plans to avoid and prevent these risks and mitigate
their impact. As part of this map, certain specific risks may
be presented on an additional map. The Committee’s
conclusions are reported to the Executive Committee prior
to the definition of the internal audit plan. This plan isdrawn up on the basis of the risk map and the need tocover Arkema’s scope of activity on a regular basis.
Material risks known to Arkema are allocated to a memberof the Executive Committee. They are also examined by the
Audit and Accounts Committee and presented to the Boardof Directors.
• The main risks are set out in section 2.1 of this chapter,
where they have been classified into the following sections:• industrial risks,• risks relating to compliance, legal proceedings, societal
expectations and internal control,• operational risks,• economic and business risks,• project and innovation risks, and• financial risks.

2.2.5 Accounting and financial control procedures
Operational and corporate managers’ control and understanding of their business’ financial performance represents one of the
key factors in Arkema’s financial control system.

Organization of the finance function
The finance function is the responsibility of the Chief Financial
Officer and includes:• a Group Accounting and Consolidation department, which
produces the consolidated financial and accounting informationand ensures the reliability of the data constituting Arkema’s
financial information;• a Controlling department, which provides management
analyses and financial forecasts to Arkema’s different entities
to facilitate their management;• a Tax department, which ensures compliance with theapplicable laws and regulations on tax declarations andpayment and carries out the overall tax planning process
for the Group;• a Financing and Treasury department, whose role is to
optimize the Group’s financing and liquidity and manage
counterparty risk; and• an Investor Relations department, whose remit is to establish,
develop and maintain relations with investors, shareholders
and financial analysts, and publish financial information
once it has been approved by the Board of Directors.
Each business has its own management control team, whichmonitors and analyzes the business’ performance monthly,and each subsidiary is responsible for its own monthly
accounts and half-year and full-year financial information.

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Accounting reporting and controlling
The Group Accounting and Consolidation department and theControlling department define the financial principles andguidelines set out in the financial reporting manual and
Arkema’s management framework. The Group Accounting andConsolidation department also monitors accounting laws andregulations for the Group and ensures that specific technicalprovisions applicable to Arkema are taken into account.
The purpose of the financial reporting process, established inaccordance with these principles, is to analyze actual
performance compared with forecasts and prior periods. The
reporting schedule is structured around:• a five-year plan drawn up each year by the Strategy
department. The plan is reviewed and approved by the
Executive Committee and enables it to understand thefinancial consequences of the Group’s major strategic
choices and the main threats identified in the environment
under consideration;• an annual budget, which sets out the financial performancetargets for the following year in line with the medium-term
plan. The budget preparation process falls within the remitof the Controlling department. The budget represents a key

benchmark for measuring the actual performance of thefour segments and their respective businesses, the corporate
departments and Arkema’s subsidiaries as a whole; and• a monthly forecast and reporting process, which enables
business trends to be taken into account in order to refine
end-of-period forecasts for the quarter and the year. The
Controlling department prepares a consolidated report
each month, by segment and by activity, based on the
consolidated data provided by the Group Accounting andConsolidation department, that includes the month’s
significant events, the performance indicators and the
updated forecasts. These components are systematicallyreviewed by the Group’s Executive Committee.
The fundamental financial reporting principles are set out inthe financial reporting manual and Arkema’s management
framework. These reference documents are updated regularly
by the Group Accounting and Consolidation department andthe Controlling department, following approval by the Chief
Financial Officer or the Executive Committee, depending on
the type of amendment and its significance.

Parent company and consolidated financial statements
Arkema publishes consolidated financial information on aquarterly basis. The half-year financial statements at
30 June are subject to a review by the statutory auditors andthe full-year financial statements at 31 December to an audit.
The quarterly information at 31 March and 30 September ispresented in summary form only (balance sheet, income
statement and cash flow statement). Press releases concerning
financial information are prepared by the Investor Relations
department and submitted to the Company’s Board of Directors
for approval.

At the end of each accounting period, the Group Accounting
and Consolidation department reviews the financial risk
portfolio with each business, corporate department and main
legal entity of the Group.
The preparation of the parent company’s financial statements ispart of the general procedure for the preparation of annual
financial information. Furthermore, the Company submits
management forecast documents to the Board of Directors
in compliance with regulatory provisions.

IT systems
The IT department defines and coordinates the IT systems for the entire Group.
Arkema is continuing its program to transform and rationalize its IT systems using SAP integrated software, which is helping to
improve the Group’s control environment, particularly through procedure review and improved automated checks. This integration
effort also applies to Group acquisitions.

Representation letters
Each year, Arkema issues a representation letter attesting inparticular to the accuracy and consistency of the consolidated
financial statements. This letter is signed by the Chairman
and Chief Executive Officer and the Chief Financial Officer
and addressed to the Group’s statutory auditors. In supportof this representation letter, the operational and financial
heads of each consolidated subsidiary make an annual
undertaking to observe the internal control rules and ensure
the accuracy of the financial information supplied, in theform of a representation letter to the Group’s Chairman andChief Executive Officer, the Chief Financial Officer and thestatutory auditors.

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Following the same procedure, Arkema’s half-yearly
representation letter is based on the main subsidiaries’
half‑yearly representation letters, which certify that thesubsidiaries’ half-yearly consolidated financial statements
have been prepared in accordance with Arkema’s financial
reporting manual.

Risks ans internal control
Global internal control and risk management procedures

2

2.2.6 Arkema’s insurance policy
Arkema implements an insurance cover strategy that combines
a prevention policy designed in close cooperation with insurers(in particular for property damage, via joint periodic visits which
result in the regular issuance of technical recommendations
implemented by the Group), and the purchasing of insurance
policies.
The Group’s policy is to centralize its insurance against risks
relating to the production, transportation and marketing of
its products worldwide. Arkema uses international insurance
brokers to optimize its cover of all Group companies. As ageneral rule, the Group’s insurance cover limits apply either
to each claim, or to each claim and each year, and vary
according to the risks covered. In most cases, cover islimited both by certain exclusions standard to these kinds ofcontracts and by deductibles that are reasonable given thesize of the Group.

The Group’s insurance policies are drawn up to cover current
risks while also accommodating any new acquisitions or
disposals that may take place during the year.
The Group retains a certain level of risk through the deductibles
on its insurance policies, and centrally through a captive
insurance company that is active only in property insurance.
The objective of the captive company is to optimize theGroup’s external insurance costs.
Arkema believes that its insurance policies are consistent withthose currently available on the insurance market for groupsof similar size and involved in similar business activities.
Descriptions of the insurance policies taken out by Arkema
are provided below to a level of detail that enables it tocomply with confidentiality requirements and protect its
interests and competitiveness.

For the financial year ended 31 December 2023, total premiums
paid by the Group, and relating to the Group’s insurance
policies presented below, amounted to less than 1% of its
sales for the period.

Civil liability
The Group has contracted civil liability insurance policies
with leading insurance companies. The civil liability policies
cover, under certain conditions and subject to applicable
exclusions and sub-limits, the Group worldwide against thefinancial consequences of civil liability claims in the context
of its business activities and in respect of physical, material

or non-material damage or losses caused to third parties.
These policies cover up to €525 million for the Group.
Deductibles vary, particularly depending on the subsidiaries’
location.

Property damage
The Group’s sites are covered by leading insurance companies
against material damage and any resulting business interruption.
This cover is intended to avoid any significant financial loss
and to ensure the resumption of operations in the eventof property damage. However, certain property and types ofdamage can be excluded from the insurance policy’s coverdepending on the country in which the loss occurs.
The cover includes a “direct damage” component and a“business interruption” component, with the compensation
period for the latter limited to either 12, 24 or 36 months,

depending on the site. These policies may include sub-limits,
particularly for machinery breakdowns, natural disasters andterrorism. Deductibles vary depending on the risk exposureand the size of the site concerned. The maximum total
retention in the event of a claim was €40 million.
The combined cover limit of the policies in place for direct
damage and business interruption, over and above the total
retention, is €500 million.

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Transportation
The Group is insured against the risk of damage to its manufacturing assets, equipment, finished or semi-finished products andraw materials during transportation or storage by third parties up to a limit of €12 million per shipment. The policy includes a
deductible and several exclusions that are standard for this kind of agreement.

Environmental risks
Arkema has taken out an environmental liability insurance
program with leading insurance companies. For production
sites located in the United States, the limit is US$75 million.
For production sites outside the United States, the limit is€80 million.

These programs cover, under certain conditions and subject
to applicable exclusions and sub-limits, environmental liabilities
linked to the Group’s production sites. They include, inparticular, damage sustained by third parties as a result ofpollution generated either on Group production sites or as aresult of transporting Group products.

Cyber risks
Arkema has taken out a cyber insurance program covering all subsidiaries worldwide. The coverage ceiling is €40 million witheffect from 1 March 2023 to 31 March 2024, with a deductible of €5 million per claim. Arkema has initiated discussions tomaintain a cyber insurance program beyond 31 March 2024. These discussions are ongoing at the date of this document.

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CORPORATE
GOVERNANCE

Compliance with the corporate

3.1 governance system |AFR|

Composition of administrative

3.2 and management bodies |AFR|

96

3.4.1 Compensation policy

96

3.2.1 Board of Directors

96

3.2.2 Executive management110

3.2.3 Additional information concerning membersof the Board of Directors and executive
management

3.3

Operating proceduresof administrativeand management bodies |AFR|

3.3.1 Management and limitation of powers of

the Chairman and Chief Executive Officer

3.3.2 Duties and operating proceduresof the Board of Directors

3.4

Compensation and benefits
awarded to executives
and directors |AFR|

114

115

for non‑executive directors

3.4.2 Compensation policy for executive directors

129
130
132

3.4.3 Compensation of executive management
members other than the Chairman
and Chief Executive Officer

149

3.5 Share-based compensation

150

3.5.1 Performance share plans

152

3.5.2 Stock option plans

156

115
116

3.3.3 Senior independent director

123

3.3.4 Committees of the Board of Directors

124

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

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Corporate gouvernanceCompliance with the corporate governance system

The present chapter constitutes the Board of Directors’
report on corporate governance as required under article
L. 225-37 paragraph 6 of the French Commercial Code (Codede commerce). This report was prepared by a working group
comprising, in particular, the Secretary of the Board of
Directors and the Investor Relations and Human Resources &Communication departments, having taken into consideration:• the AFEP-MEDEF Corporate Governance Code for listedcompanies, last revised in December 2022 (the “AFEP-MEDEF
Code”), and its June 2022 Application Guide, available on the AFEP
and MEDEF websites (www.afep.com and www.medef.com);• the French financial markets authority (Autorité des marchésﬁnanciers – AMF) recommendation no. 2012-02 on corporate
governance and executive compensation in listed companies
referring to the AFEP-MEDEF Code, and revised most recently
on 28 July 2023, and the recommendations contained in
the AMF annual report for 2023 on corporate governanceand executive compensation in listed companies publishedon 14 December 2023;• the recommendations of the AFEP-MEDEF Haut Comité duGouvernement d’Entreprise set out in its annual reportpublished on 27 November 2023; and3.1• the AMF position-recommendation no. 2021-02 - “Guide topreparing Universal Registration Documents” of 8 January 2021,
updated on 28 July 2023.
It was then reviewed by the Nominating, Compensation andCorporate Governance Committee prior to approval by theCompany’s Board of Directors.
The other information required under articles L. 225-37,
L. 225-37-4, L. 22-10-10 and L. 22-10-11 of the French
Commercial Code, namely, the table of delegations ofauthority currently in force that have been granted by theshareholders in relation to capital increases, the conditionsof shareholder participation at annual general meetings,
information concerning the structure of the Company’s sharecapital and factors likely to have an impact in the event of atakeover bid, are set out in sections 6.2.5, 6.5.1, 6.2.1, 6.3.1,
6.3.2 and 6.3.3, respectively, of this document.
At the date of this document, there are no agreements
between any of the directors of the Company or any of its
shareholders holding more than 10% of the voting rights anda company of which the Company owns more than half ofthe share capital.

Compliance with the corporate governance system

With regard to corporate governance, the Company refers to the recommendations of the AFEP-MEDEF Code and its Application
Guide, available on the AFEP and MEDEF websites (www.afep.com and www.medef.com). In accordance with the “comply or
explain” rule provided under article L. 22-10-10 4° of the French Commercial Code and section 28.1 of the AFEP-MEDEF Code,the Company considers, at the date of this document, that it fully complies with the corporate governance system in force
in France.

3.2

Composition of administrativeand management bodies

3.2.1 Board of Directors
3.2.1.1 Principles for the composition of the Board of Directors
The composition and operating procedures of the Company’s
Board of Directors are determined by current laws andregulations, by the Company’s Articles of Association and by
the Board of Directors’ Internal Rules.

At the date of this document, the Company is run by a Boardof Directors comprising fourteen members, eight of whom are
independent. The Board includes seven women, two members
representing employees and one member representing
shareholder employees.

The conditions for the appointment of directors and the length of their term of office are described in the following table.

96

Type of director

Method of appointment

Termof officeNumberof directors

Director

Annual general meeting

4 years

11

Article L. 225-18 of theFrench Commercial CodeDirector representing
shareholder employees

Annual general meeting on a proposal by
the company mutual funds’ (Fonds Commun
de Placement d’Entreprise) Supervisory Boards

4 years

1

Articles L. 225-23
and L. 22-10-5 of theFrench Commercial CodeDirector representing
employees

Appointment by the French delegation of
the European Group Works Council, undertaking
the responsibilities of the Group Works Council
and the European Works Council

4 years2

Article L. 225-27-1 of theFrench Commercial Code2023 Universal Registration Document

Reference text

Corporate gouvernance
Composition of administrative and management bodies

Policy on diversity within the Board of Directors
In accordance with the provisions of article L. 22-10-10 2° of
the French Commercial Code, the AFEP-MEDEF Code and the
AMF recommendations on the composition of Board of
Directors, the Nominating, Compensation and Corporate
Governance Committee regularly reviews the objectives relating
to the diversification of the Board of Directors’ membership,in terms of directors’ independence, gender balance, age,nationality, and profiles, as well as complementarity of skills
and international experience. The committee, if need be withthe help of recruiting firms, thus aims to select and propose
candidates with recognized and independent personalities, inparticular current and former executives, for Board approval,
with skills in diverse and complementary areas such as
chemicals, industry, finance, acquisitions and integration of
acquired entities, sustainable development and especiallythe climate, as it is an urgent matter, as well as research andinnovation.
Consequently,
thecommittee
makes
recommendations to the Board after an in-depth
examination of all the factors to be taken into account in its
deliberations, in light of the composition and evolution of theCompany’s ownership structure, the development of its
activities, and the directors’ terms of office.
At the date of this document, the Board of Directors considers
that its members’ origins, skills, experience and career paths,
as well as their recognized and independent personalities,
are diverse enough to allow it to carry out its duties with thenecessary skills, independence and objectivity. The professional
expertise of each member of the Board of Directors, at thedate of this document, is set out in sections 3.2.1.2 and3.2.1.3 of this chapter.

International experience
In terms of internationalization, the Board of Directors iscommitted to bringing in candidates with significant international
experience in one or more countries that are key for theGroup, although it still prefers its members to be physicallypresent at meetings (outside specific contexts requiring anothermeeting format) and for discussions to be held in French forthe sake of fluidity. A growing number of international
profiles and/or persons living abroad have therefore joined
the Board in recent years, including: Ian Hudson, a British
and Swiss national, Susan Rimmer, a British and Frenchnational, Ilse Henne, a Belgian national, and Thierry Pilenko, aFrench and US national who is living in the United States forover 15 years. As a result, at the date of this document, theBoard of Directors includes seven members who have spenta large part of their careers abroad (i.e., 50%), of whom four
are foreign nationals (i.e., 28%). For further details on these
directors’ profiles, see sections 3.2.1.2 and 3.2.1.3 of thischapter.

3• Ian Hudson, Chairman of the Innovation and Sustainable
Growth Committee since 11 May 2023, is a specialist in thecircular economy, having notably served as Chairman of
the Board of Directors of Carbios and as a member of theManagement Committee of Europa Bio;
• Isabelle Boccon-Gibod, a member of the Innovation andSustainable Growth Committee, has built up her knowledgeof sustainable development in the paper industry, particularly
in her former roles as Executive Vice President of the Arjowiggins
group, Chairwoman of Copacel and a director of the Paprec
group. She is currently Chairwoman of Demeter, a company
specialized in biodynamics;• Susan Rimmer, a director representing employees, and amember of the Innovation and Sustainable Growth Committee,
is currently in charge of product stewardship for the Sartomer
and Crayvallac businesses in Arkema’s Coating Solutions
segment;• Sébastien Moynot, a member of the Innovation and Sustainable
Growth Committee, sits on the Boards of Directors ofcompanies specialized in renewable energy such as notably
Green Yello and Verallia;• Florence Lambert, who joined the Innovation and Sustainable
Growth Committee on 11 May 2023, is the Chairwoman ofGenvia, a company whose aim is to develop and deploy
technology on an industrial scale for the production ofcarbon-free hydrogen. She previously held several
positions within the French Atomic and Alternative Energy
Commission (CEA);• Philippe Sauquet, a member of the Nominating, Compensation
and Corporate Governance Committee, was Executive Vice
President, Strategy & Innovation, in charge of new energies
at the TotalEnergies group between 2016 and 2021; and• Nathalie Muracciole, a director representing employees anda member of the Nominating, Compensation and Corporate
Governance Committee, brings to the Board the people-focusedexpertise she has built up throughout her career in humanresources.

Independence of directors
As part of its process to assess its members’ independence
and to prevent risks of conflicts of interest between directors
and management, the Company or the Group, the Board of
Directors takes into account all the criteria of the AFEP-MEDEF
Code, which are laid down in its Internal Rules. Accordingly,
an independent director is one who, other than his or her
position on the Board, has no relationship whatsoever with
the Company, the Group or its management. In particular,
the director must not:1)

be, or have been within the last five years:

CSR experience• an employee or executive director of the Company,

In view of the stricter regulatory framework and theincreasing number of applicable regulations relating to CSR,
as well as growing expectations in this field, the Board of
Directors ensures that it includes members with advanced
experience in one or more CSR areas. Seven directors
therefore have recognized CSR skills:• an employee, executive director or director of a company
consolidated by the Company;2) be an executive director of a company in which the Company
holds a directorship, directly or indirectly, or in which oneof its employees (designated as such) or executive
directors (currently or in the last five years) holds a
directorship;3) be, or have been, directly or indirectly linked to a major
customer, supplier, consultant, corporate or investmentbanker of the Company or its group, or for which the Company
or its group represents a significant portion of the business;

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Composition of administrative and management bodies

4) have close family ties with an executive officer of theCompany;5) have been a statutory auditor of the Company in theprevious five years;6) have been a director of the Company for more thantwelve years; or7) be or represent a significant shareholder of the Company
owning over 10% of the Company’s share capital or voting
rights.
The annual review of the independence of each member ofthe Board of Directors, in accordance with the AFEP-MEDEF
Code and the Board of Directors’ Internal Rules, took place at
the Nominating, Compensation and Corporate GovernanceCommittee meeting of 26 January 2024 and at the Board of
Directors’ meeting of 28 February 2024.
At these meetings, the Nominating, Compensation and Corporate
Governance Committee, and subsequently the Board of
Directors, reviewed in particular the business relationships inplace with companies to which one or several directors areconnected and, in that respect, performed materiality tests
to establish whether those relationships are significant. To
that end, a summary of the transactions carried out between
the Group and these companies was submitted in order toassess the volume of business between the Group and eachof these companies, individually. No business relationships as
described above were identified.

In accordance with the Board of Directors’ Internal Rules andwith the AMF recommendations, when a conflict of interest
arises, the Nominating, Compensation and Corporate GovernanceCommittee informs the Board that the director concerned
must not participate in any discussions or votes on the topic
in question. For further details on the management ofconflicts of interest, see section 3.2.3.3 of this chapter.
In light of the foregoing and as summarized in the tablebelow, the Board of Directors approved the proposal madeby the Nominating, Compensation and Corporate GovernanceCommittee to qualify the following Board members as
independent directors: Marie-Ange Debon, Ilse Henne, Florence
Lambert, Hélène Moreau-Leroy, as well as Séverin Cabannes,
Ian Hudson, Philippe Sauquet and Thierry Pilenko.
In accordance with the AFEP-MEDEF Code, which provides thatthe director representing shareholder employees, Nicolas Patalano,
and the directors representing employees, Nathalie Muraccioleand Susan Rimmer, should not be included when calculating
the percentage of independent directors, the rate ofindependence of the Board of Directors consequently stoodat 73% (eight directors out of eleven) at 31 December 2023.
This proportion complies with the AFEP-MEDEF Coderecommendation that at least half the Board members ofcompanies with diversified capital and no controlling shareholders
be independent.

SITUATION OF DIRECTORS WITH REGARD TO THE INDEPENDENCE CRITERIA SET OUT IN THE AFEP-MEDEF CODE
(AND REPRODUCED IN FULL IN THE BOARD OF DIRECTORS’ INTERNAL RULES) AT 31 DECEMBER 2023
Company
employeeCrossor executive directorships

Director
for more Significant
Family Statutory
ties
auditor than 12 years shareholder Independent

Thierry Le Hénaff

√

X

X

X

X

X

X

NO

Bpifrance Investissement

X

X

X

X

X

X

√

NO

Séverin Cabannes

X

X

X

X

X

X

X

YES

Marie-Ange Debon

X

X

X

X

X

X

X

YES

Fonds Stratégique de Participations

X

X

X

X

X

X

√

NO

Ilse Henne

X

X

X

X

X

X

X

YES

Ian Hudson

X

X

X

X

X

X

X

YES

Florence Lambert

X

X

X

X

X

X

X

YES

Hélène Moreau-Leroy

X

X

X

X

X

X

X

YES

Nathalie Muracciole

√

X

X

X

X

X

X

NO

Nicolas Patalano

√

X

X

X

X

X

X

NO

Thierry Pilenko

X

X

X

X

X

X

X

YES

Susan Rimmer

√

X

X

X

X

X

X

NO

Philippe Sauquet

X

X

X

X

X

X

X

YES

X The criterion is not applicable.
√ The criterion is applicable.

98

Businessrelationships

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Corporate gouvernance
Composition of administrative and management bodies

Gender balance on the Board of Directors

Other characteristics

In accordance with article L. 225-17 paragraph 2 of theFrench Commercial Code, the Board of Directors ensuresthat the principle of gender balance among its members isapplied. In order to do this, whilst seeking to ensure that theBoard has at least 40% of members of each gender, theNominating, Compensation and Corporate GovernanceCommittee systematically reviews applications from men
and women before making recommendations to the Board as
to how to change its composition.

According to the provisions of the Company’s Articles of
Association and/or the Board of Directors’ Internal Rules:

At the date of this document, the Company’s Board of
Directors includes seven women among its fourteen members,i.e., 45%, in accordance with articles L. 225-23, L. 22-10-5
and L. 225-27-1 of the French Commercial Code, given thatthe directors representing employees, Nathalie Muraccioleand Susan Rimmer, and the director representing shareholder
employees, Nicolas Patalano, are not taken into accountwhen calculating the gender balance (i.e., five out of elevenmembers).

Representation of employees and shareholder employees
In accordance with the applicable regulations, the Board of
Directors includes a member representing shareholder
employees, Nicolas Patalano, who was appointed at theannual general meeting of 19 May 2022. Like all directors, andin accordance with the provisions of articles L. 225-23 andL. 22-10-5 of the French Commercial Code, he receives thetraining required to perform his duties. The training time is atleast 40 hours per year, with the content determined by the
Board of Directors in agreement with the director.
In addition, pursuant to the provisions of article L. 225-27-1of the French Commercial Code and the Company's Articles
of Association, Nathalie Muracciole and Susan Rimmer wererespectively reappointed and appointed by the European Group
Works Council on 3 July 2020 as directors representing
employees.
As the terms of office of Nathalie Muracciole and Susan
Rimmer are due to expire at the close of the first ordinary
meeting of the European Group Works Council following the
15 May 2024 annual general meeting (which will be heldin July 2024), two directors representing employees will beelected by this date by:• the French Works Council (whose duties are carried out by
the French delegation of the European Group Works
Council); and• the European Group Works Council.
Like all directors and pursuant to the provisions of article
L. 225-30-2 of the French Commercial Code, Nathalie
Muracciole and Susan Rimmer receive the training required
to perform their duties. The training time is at least 40 hours
per year, with the content determined by the Board of
Directors in agreement with the directors.

3• subject to the laws applicable to provisional appointments madeby the Board of Directors, the directors shall serve a four-year
term of office. In accordance with the recommendations of
the AFEP-MEDEF Code, the directors’ terms of office arestaggered in order to avoid reappointment of the Board en
masse, and ensure that the directors’ reappointment process
runs smoothly. As the terms of office of all directors are
staggered, the annual general meeting is called upon every
year to decide on the renewal of one or more terms of office;• each director must hold at least 450 of the Company’s
shares throughout their term of office, except for the
director representing shareholder employees, who must
hold, individually or through a company mutual fund (Fonds
Commun de Placement d’Entreprise – FCPE) governed byarticle L. 214-165 of the French Monetary and Financial
Code (Code monétaire et financier), at least one share in
the Company, or a number of units of the said fundequivalent to at least one share in the Company, and the
directors representing employees who do not have to beshareholders;• the age limit for directors set in the Company’s Articles of
Association is 70 years old, and serving directors who reachthis age limit are automatically considered as having
resigned unless the Board decides that they may complete
their term;• a director may not hold more than four other directorships
in listed companies, including foreign companies, outside theGroup. The Chairman and Chief Executive Officer may nothold more than two other directorships in listed companies
outside the Group and must seek the opinion of the Boardof Directors prior to accepting any new directorship in alisted company; and• each director is subject to an obligation to report any potential
direct or indirect conflicts of interest to the Company (seesection 3.2.3.3 below).
Pursuant to articles L. 225-18, L. 225-23 and L. 22-10-5 of
the French Commercial Code, the term of office of directors
appointed by the general meeting of the Company isfour years and expires at the end of the ordinary general
meeting called to approve the financial statements for theprevious financial year and held in the year during which theterm of office expires. These directors may be dismissed at
any time by a general meeting of shareholders. The term ofoffice of the director representing shareholder employees
ends automatically and the director is assumed to haveresigned if he or she is no longer an employee of the Company(or a Group company) or a shareholder of the Company(or member of a mutual fund that owns shares in the
Company). The term of office of directors representing
employees appointed in accordance with the provisions ofarticle L. 225-27-1 of the French Commercial Code is also
four years, expiring at the end of the first ordinary EuropeanGroup Works Council meeting held after the ordinary annual
general meeting of the year in which the term of office
expires. A director representing employees is also assumed
to have automatically resigned if he or she is no longer an
employee of the Company or of one of its subsidiaries with
its registered office in France.

2023 Universal Registration Document99

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Composition of administrative and management bodies

An induction program is provided for newly appointed directors,
enabling them to meet the Executive Vice-President Strategy
and the Executive Vice-President Human Resources andCommunication for general introductory presentations
respectively on the Group's strategy, and on governance andHR policy. Additional meetings are held with the Chief
Financial Officer, the Head of R&D and/or the committee
Chairs on the Board of Directors when new members of theBoard committees are appointed. This program is followed
very quickly after the directors are appointed at the annual
general meeting, with the yearly Board meeting dedicated to
strategy which is held every June and gives the newly
appointed directors a detailed global overview of the Group’s
main challenges.
The same day, they have the opportunity to meet all of the
Executive Committee members and the Head of R&D, as well
as a host of other Group executives or talents at the dinnerreception following the meeting.

The Board's annual visit to one or more Group sites alsoenables them to increase their knowledge of one or more of
the Group’s business segments or activities and to meet the
local teams. Lastly, site visits can be organized on request, as
can information or presentations focusing on specific topics.

Summary of changes in the compositionof the Board of Directors
The Board of Directors is paying special attention to its
composition, taking account of remarks made by investors
and proxy advisors, notably during governance roadshowsorganized by the Company. The aim is to constantly improve theBoard’s composition in line with best governance practices,helped by the recommendations of the Nominating,Compensation and Corporate Governance Committee.

The changes described below have enabled Arkema to be in full compliance with the recommendations of the AFEP-MEDEF
Code and rank among companies with the best governance practices.
Independence• Appointment of Thierry Pilenko as independent director and Chairman of the Nominating, Compensation
and Corporate Governance Committee (2021)• Appointment of Philippe Sauquet as independent director and member of the Nominating, Compensation
and Corporate Governance Committee (2021)• Appointment of Florence Lambert as independent director and member of the Innovation and Sustainable
Growth Committee (2023)• Appointment of Séverin Cabannes as independent director and member of the Audit and Accounts
Committee (2023)
Overall independence rate of the Board of Directors: 73%*

Diversity

Women on the Board• Appointment of Susan Rimmer (2020)• Appointment of Ilse Henne (2021)• Appointment of Florence Lambert (2023)
AFEP-MEDEF rate: 45%*
Overall rate: 50%
International experience• Appointment of Ian Hudson, British and Swiss national (2019)• Appointment of Susan Rimmer, British and French national (2020)• Appointment of Ilse Henne, Belgian national (2021)• Appointment of Thierry Pilenko, French and US national (2021)

Seniority• Balanced: 5.5 years on average

Senior independent
director• Appointment of Hélène Moreau-Leroy since 2019, who is also a member of the Nominating, Compensation andCorporate Governance Committee since 2021

Director representing
employees• Appointment of Nathalie Muracciole as a member of the Nominating, Compensation and Corporate
Governance Committee for compensation-related committee duties (2021)• Appointment of Susan Rimmer as a member of the Innovation and Sustainable Growth Committee (2022)

Board of Directors’committees• Set-up of the Innovation and Sustainable Growth Committee tasked with assessing the contribution ofArkema’s strategy and innovation to environmental challenges and sustainable growth. The new committee
will further enhance the mechanism for reviewing CSR matters and complement the related duties alreadyperformed by the two other committees (2021)*

100

Excluding directors representing employees and directors representing shareholder employees.

2023 Universal Registration Document

Corporate gouvernance
Composition of administrative and management bodies

3

3.2.1.2 Composition of the Board of Directors
At 31 December 2023, the composition of the Board of Directors was as follows:Yearcurrent
Independent Year of first term
Nationality Age director
appointment expires
FrenchThierry
Le Hénaff
Chairman andChief Executive
Officer
Bpifrance
Investissement
represented by
Sébastien
MoynotFrench

60

2006

51

2024

Other
directorships
Audit andin listed
Accounts
companies Committee

Innovation
Nominating,Compensation andand Corporate Sustainable
GrowthGovernanceCommittee ExpertiseCommittee

1

2021

2025

3 (1)

Chairman and Chief
Executive OfficerlCredit, guarantees,industry, innovationand M&A

SéverinCabannes

French

65

◆

2023

2027

1

l

Executive management,
finance, banking,new information
technologies,
chemicals, industry

Marie-Ange
Debon

French

58

◆

2018

2026

1

Chairman

Executive
management,
accounting, finance, M&A
and industry

Fonds
Stratégique deParticipations
represented byIsabelle
Boccon‑Gibod French

55

Ilse Henne

Belgian51

Ian Hudson

Britishand Swiss

Florence
LambertIndustry, finance, M&A,
innovationand sustainable
development

2014

2026

2 (1)

2021

2025

1

l
l

l

◆

66

◆

2019

2027

None

l

Chairman

Executive management,chemicals, finance,
innovationand sustainable
development

French

51

◆

2023

2027

None

l

Executive management,
industry, innovationand sustainable
development

HélèneMoreau-Leroy

French

59

◆

2015

2027

None

l

Industry, M&A
and governance

Nathalie
Muracciole
representing
employees

French

59

2016

2024

None

l(2)

Human resources
and knowledgeof the Group

NicolasPatalano
representing
shareholder
employees

French

52

2022

2026

None

2021

2025

None

2020

2024

None

2021

2026

None

Thierry Pilenko FrenchandAmerican

66

Susan Rimmer
representing
employees

BritishandFrench48

Philippe
SauquetFrench66◆◆

Industry, financeand transformation

Chemicals
and knowledgeof the Group

Chairman

Executive
management, industry,
M&A and governancellSustainable
development
and knowledge of theGroup
Industry, chemicals,sustainable
development and M&A◆ Independence in accordance with the AFEP-MEDEF Code criteria set out in the Board of Directors’ Internal Rules and as assessed by the Board of Directors.
l Member.
(1) Concerns only directorships held by the permanent representative.
(2) For committee matters relating to compensation.

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Corporate gouvernance
Composition of administrative and management bodies

The following changes to the composition of the Board of Directors took place in 2023:
Departures• Victoire de Margerie, independent director and Chairman of the Innovation and Sustainable Growth Committee• Laurent Mignon, director

Appointments• Florence Lambert, independent director and member of the Innovation and Sustainable Growth Committee• Séverin Cabannes, independent director and member of the Audit and Accounts Committee

Reappointments• Hélène Moreau-Leroy, independent director, senior independant director and member of the Nominating,Compensation and Corporate Governance Committee; and• Ian Hudson, independent director, Chairman of the Innovation and Sustainable Growth Committee and memberof the Audit and Accounts Committee

At its meeting on 8 November 2023, the Board of Directors
noted that the term of office of Thierry Le Hénaff was due toexpire at the close of the annual general meeting to be heldon 15 May 2024. Consequently, on the recommendation of
the Nominating, Compensation and Corporate GovernanceCommittee, the Board of Directors decided unanimously tosubmit to the shareholders at the annual general meeting to
be held on 15 May 2024 the reappointment of Thierry Le Hénaff
as Chairman and CEO for a new term of four years. Subject
to the shareholders approving this reappointment, the Boardof Directors also announced its intention to reappoint Thierry Le
Hénaff as Chairman and Chief Executive Officer of theCompany.

Further information about the Board of Directors’ recommendations
concerning the reappointment of Thierry Le Hénaff as a director
and for him to continue to serve as Chairman and Chief Executive
Officer is provided in section 3.2.2.1 of this document.
At its meeting on 28 February 2024, the Board also notedthat the terms of office of Nathalie Muracciole and Susan
Rimmer expire at the close of the first ordinary meeting of
the European Group Works Council following the annual
general meeting called to approve the financial statements
for the year ended 31 December 2023, and that they will
either be reappointed or new employee representative
members appointed at that European Group Works Council
Meeting, which will meet for this purpose on 2 July 2024.

These changes are summarized in the following table:
Annual general meeting of 15 May 2024
Reappointment• Thierry le Hénaff, director and Chairman and Chief Executive Officer

European Group Works Council meeting of 2 July 2024
Appointments• Two directors representing employees

The following table summarizes the principles underlying the composition of the Board of Directors.

SUMMARY OF THE COMPOSITION OF THE BOARD OF DIRECTORS
Composition of
the Board of Directors

Status at the close of the2024 annual general meeting

Balance of powers

Appointment of a senior independent director
in the event that the positions of Chairman
and Chief Executive Officer are combined
Large majority of independent directors (at least 50%)

Senior independent director: Hélène Moreau-Leroy
Independence rate: 73%*

Complementarity of skills

Profiles of current or former executives andcombination of skills contributing to the Group’stransformation strategy• Chemicals: 6• Industry: 9• Finance: 6• Innovation and sustainable development: 7

Gender balance on
the Board of Directors

At least 40% of women Board members

Women Board members: 45%*

Diversity – international
profilesAppointment, between 2019 and 2021, of at least
one director, either a foreign national or someone
with significant international experience in one
or more countries that are strategic for the GroupInternational experience: 50%
Foreign nationals: four directors (against one in2019)

Representationof employees andshareholder employees

Director representing shareholder employees(holding over 3% of share capital)
Two directors representing employees

One director representing shareholder employees
Two directors representing employees

Age of directors
and seniority

Maximum age of 70
Balance in years of seniority on the Board

No director is over 70 years of age
Average age: 59 years
Average seniority on the Board: 5.5 years*

102

Objectives/priorities

Excluding directors representing employees and the director representing shareholder employees.

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Corporate gouvernance
Composition of administrative and management bodies

3

3.2.1.3 Information on the members of the Board of Directors at 31 December 2023
Thierry
Le Hénaff

Chairman and Chief Executive Officer

Date of first appointment:
6 March 2006

Professional experience

Date of last renewal:
19 May 2020
Date term expires:
AGM held to approvefinancial statementsfor 2023 financial year
Number of shares heldat 31 December 2023:
400,699
Business address:
Arkema,420, rue d’Estienne d’Orves,
92700 Colombes, France

Nationality: French

Born in 1963, Thierry Le Hénaff is a graduate of France’s École Polytechnique and École Nationale
des Ponts et Chaussées and holds a Master’s degree in Industrial Management from Stanford
University in the United States. He is a Chevalier de l’Ordre National du Mérite, as well as a
Chevalier de l’Ordre National de la Légion d’Honneur (French order of merit awards). He is leadindependent member of the Supervisory Board and a member of the Compensation andAppointments Committee of Michelin. He has also been a member of the Board of Directors of the
École Polytechnique Foundation since 2016, and of France Industrie since 2021.
After starting his career with Peat Marwick Consultants, in 1992 he joined Bostik, Total’s Adhesives
division, where he held a number of operational positions in France and worldwide.
In July 2001, he was appointed Chairman and Chief Executive Officer of Bostik Findley, the newentity resulting from the merger of Total’s and Elf Atochem’s Adhesives divisions.
In January 2003, he joined Atofina’s Executive Committee and then Total’s management
committee in 2004.
He has been Chairman and Chief Executive Officer of Arkema since the Company’s stock market
listing in 2006.

Other offices currently held

Other offices held in the past five years but now expired**FranceWithin the Group→ Chairman of the Board of Directors, Arkema France

Expired in 2023
→ NoneOutside the Group→ Lead independent member of the Supervisory Boardand member of the Compensation and Appointments
Committee, Michelin*

Expired from 2019 to 2022
→ NoneInternational→ None* Listed company. ** Outside the Arkema Group.

SéverinCabannes

Independent director and member of the Audit and Accounts Committee

Date of first appointment:
11 May 2023

Professional experience

Date term expires:
AGM held to approvefinancial statementsfor 2026 financial year
Number of shares heldat 31 December 2023:
450
Business address:
Arkema,420, rue d’Estienne d’Orves,
92700 Colombes, France

Nationality: French

Born in 1958, Séverin Cabannes is a graduate of France’s École Polytechnique and École Nationale
des Mines de Paris. He is a senior independent director of Aéroports de Paris, a director of
Moody’s France SAS, Moody’s GmbH and Moody’s Investors Service UK, and since 2021 has been
Chairman of TOLMACONSEIL.
Séverin Cabannes started his career in 1983 at Crédit National as a financial analyst. From 1986 to
1997, he held various positions at Elf Atochem, including Manager of Polyethylene Manufacturingand Head of Economics and Strategic Planning. In 1997, Séverin Cabannes joined La Poste asinternational development and strategy Executive Vice-President, member of the Executive
Committee, before becoming Deputy Chief Executive Officer, Strategy and Finance in 1998. In 2001,
he joined Société Générale as Chief Financial Officer and member of the Management Committee,
and between 2002 and 2006, he was Chief Executive Officer of Steria group. He rejoined Société
Générale in 2007 as Head of Resources, and then as Deputy Chief Executive Officer from 2008 to
the end of 2020. From January to September 2021, he was advisor to the Chief Executive Officerof Société Générale.

Other offices currently held**

Other offices held in the past five years but now expired**France→ Senior independent director, Aéroports de Paris*

Expired in 2023
→ None→ Director, Moody’s France SAS

Expired from 2019 to 2022
→ None→ Chairman, TOLMACONSEIL
International→ Director, Moody’s GmbH
→ Director, Moody’s Investors Service UK* Listed company. ** Outside the Arkema Group.

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3

Corporate gouvernance
Composition of administrative and management bodies

Marie-Ange
Debon

Independent director and Chairman of the Audit and Accounts Committee

Date of first appointment:
18 May 2018

Professional experience

Date of last renewal:
19 May 2022
Date term expires:
AGM held to approvefinancial statementsfor 2025 financial year
Number of shares heldat 31 December 2023:
550
Business address:
Keolis,34 avenue Léonard de Vinci,
92400 Courbevoie, France

Nationality: French

Born in 1965, Marie-Ange Debon is a graduate of France’s École des hautes études commerciales(HEC) and École nationale de l’administration (ENA), and holds a Master’s degree in law. She
serves as independent director of Technip Energies and as Chairwoman of its Audit committee.
She has been Chairwoman and Chief Executive Officer of Keolis, a public transportation operator,
since August 2020.
Before joining Keolis in 2020, Marie-Ange Debon held several positions in both the public andprivate sectors, including as auditor and then as magistrate at the Cour des Comptes (national
audit office) from 1990 to 1994. She served as Deputy Chief Executive Officer at France 3 from1994 to 1998. In 1998, she began working with the Thomson Group as Deputy Chief Financial
Officer, and in July 2003 became General Secretary. In 2008, she joined Suez as General Secretaryand member of the Executive Committee. In 2013, she was appointed Head of the international
division (North America, Asia, Pacific, Africa, India) and between March 2018 and December 2019served as Deputy CEO in charge of France, Italy, Central and Eastern Europe.
She is Vice-President of Medef International and Chairwoman of Union des Transports Publics etFerroviaires.

Other offices currently held**

Other offices held in the past five years but now expired**France→ Chairwoman and Chief Executive Officer, Keolis

Expired in 2023
→ NoneInternational→ Member of the Board of Directors, Technip Energies*

Expired from 2019 to 2022
→ Senior Executive VP Group, Suez in charge of France, Italy,
Central and Eastern Europe→ Member of the Board of Directors, GRDF (Engie Group)→ Member of the Board of Directors and Chairwoman of the CSR
and Responsible Gaming committee, Française des Jeux (FDJ)*→ Member of the Board of Directors of a Suez Group company,
Lydec* in Morocco→ Member of the Board of Directors and Chairman of the Audit
committee, Technip-FMC** Listed company. ** Outside the Arkema Group.

Ilse
Henne

Independent director and member of the Audit and Accounts Committee

Date of first appointment:
20 May 2021

Professional experience

Nationality: Belgian

Date term expires:
AGM held to approvefinancial statementsfor 2024 financial year
Number of shares heldat 31 December 2023:
800
Business address:
thyssenKrupp,
Allee 1/Q8, 45143 Essen,
Germany

Born in 1972 in Ghent, Belgium, Ilse Henne holds several advanced business management degrees
from the Universities of Ghent and Leuven, Belgium, as well as a Master’s degree in linguistics andliterature, also from the University of Ghent. She is a member of the Executive Board ofthyssenkrupp AG since 1 January 2024, responsible notably for the Materials Services segment.
She speaks five languages fluently, including French, and has been living in Germany since 2012.
Ilse Henne began her career in 1995 at Sadel NV, a Belgian group specializing in stainless steel
products, where she worked in various positions in business development, sales and supply chain
management until 2002. She then joined the Materials division of thyssenkrupp Group, which is
specialized in the distribution of steel and non-ferrous metals in Belgium. Between 2012 and 2018,she held various management positions in Germany: first as head of the Materials Western
Europe/Asia-Pacific operating unit, and as from 2016 as CEO of thyssenkrupp Schulte. From 2019
to 2023, she served on the Executive Board of the thyssenkrupp Materials Services segment in her
capacity as Chief Transformation Officer. She was responsible for the Group’s operating
performance and strategic transformation.

Other offices currently held**

Other offices held in the past five years but now expired**France→ NoneExpired in 2023
→ Member of the Executive Board, thyssenkrupp Materials
Services segment as Chief Transformation Officer

International→ Member of the Board of Directors, Rockwool*→ Chairman of the Board of Directors, thyssenkrupp Services GmbH
→ Member of the Executive Board, thyssenkrupp AG** Listed company. ** Outside the Arkema Group.

1042023 Universal Registration Document

Expired from 2019 to 2022
→ Member of the Executive Board, thyssenkrupp’s Materials
Services Western Europe/Asia Pacific operating unit as Chief
Operating Officer

Corporate gouvernance
Composition of administrative and management bodies

Ian
HudsonIndependent director, member of the Audit and Accounts Committee and the Innovationand Sustainable Growth Committee

Date of first appointment:
21 May 2019

Professional experience

Date of last renewal:
11 May 2023
Date term expires:
AGM held to approvefinancial statementsfor 2026 financial year
Number of shares heldat 31 December 2023:
450

3

Nationalities: British and Swiss
Born in 1957, Ian Hudson graduated from Oxford University (United Kingdom) with a Master’s
degree in French and German.
He started his career with ICI, a former UK-based multinational specialized in chemicals andrelated industries. In 1998, he joined DuPont de Nemours, where he held a number of management
roles over 17 years. He retired in 2016 after serving as President of DuPont Europe, Middle
East & Africa for ten years. He was a member of the Executive Committee and Board of theEuropean Chemical Industry Association (CEFIC) and EuropaBio, as well as a member of theFoundation Board of the International Institute for Management Development (IMD) and a memberof the Board of the Swiss-American Chamber of Commerce. He served as Chairman of the Boardof Directors of Carbios between 2019 and 2022.

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

Other offices currently held

Other offices held in the past five years but now expired**France→ NoneExpired in 2023
→ NoneInternational
Within the Group→ Director, Arkema International

Expired from 2019 to 2022
→ Chairman of the Board of Directors, Carbios*

Outside the Group→ Member of the Management Advisory Board, Towerbrook
Capital Partners LP→ Member of the Board of Directors, Gamma Fiber Holdings* Listed company. ** Outside the Arkema Group.

Florence
LambertIndependent director and member of the Innovation and Sustainable Growth Committee

Date of first appointment:
11 May 2023

Professional experience

Date term expires:
AGM held to approvefinancial statementsfor 2026 financial year
Number of shares heldat 31 December 2023:
0
Business address:
Genvia,Plaine Saint-Pierre,
Avenue Joseph Lazare,
34535 Béziers, France

Nationality: French

Born in 1972, Florence Lambert is a graduate of the Institut National Polytechnique de Grenoble
and holds a PhD in electrochemistry on renewable energy storage. She is an Officier de l’Ordre
National du Mérite (French order of merit award). Since 2021, she has been President and Chief
Executive Officer of Genvia, a company whose aim is to develop and deploy industrial technology
for the production of decarbonized hydrogen.
Florence Lambert began her career in 2000 at the French Atomic Energy and Alternative Energies
Commission (CEA) where she held various positions. She was first in charge of a laboratory,
particularly in the field of renewable energy storage, and then participated in the creation of theFrench National Institute for Solar Energy (INES) of the CEA, before joining it in 2006. In 2009, shebecame Head of the Electricity and Hydrogen for the Transportation Department where she
developed the integration of two key components: lithium-ion batteries and fuel cells. From 2012
to 2020, she was head of the CEA-LITEN (Innovation Laboratory for New Energy Technologies andNanomaterials), bringing together more than a thousand researchers working on the energy
transition, and filing more than 200 patents per year.
Florence Lambert has also been Chairman of the Employment, Innovation and Training Commission of
the Renewable Energy Union (since 2019), a member of the Academy of Technologies (since 2021)
and Ambassador France 2030 - Decarbonization of the Industry (since 2022).

Other offices currently held**

Other offices held in the past five years but now expired**France→ President and Chief Executive Officer, Genvia

Expired in 2023
→ NoneInternational→ NoneExpired from 2019 to 2022
→ None* Listed company. ** Outside the Arkema Group.

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Composition of administrative and management bodies

HélèneMoreau‑Leroy

Independent director, senior independent director and member of the Nominating,Compensation and Corporate Governance Committee

Date of first appointment:
2 June 2015

Professional experience

Date of last renewal:
11 May 2023
Date term expires:
AGM held to approvefinancial statementsfor 2026 financial year
Number of shares heldat 31 December 2023:
450
Business address:
Hutchinson,
2 rue Balzac,
75008 Paris, France

Nationality: French
Born in 1964, Hélène Moreau-Leroy is a graduate of the Institut national des sciences appliquées(INSA) based in Lyon, France, and holds a Master’s in International Business Administration from
Australia’s University of New England. She is an APICS-certified Supply Chain Professional. She
has been Chairman and CEO of Hutchinson since 1 April 2021 and Chairman of the Executive
Committee of French rubber industry body Fondation du Caoutchouc (FDCA) since November 2021.
Hélène Moreau-Leroy has held various executive and management positions in the areas ofresearch and development, project and program management, procurement, production andsupply chain with different industrial groups and spent 14 years in international positions outside
France. She joined Safran Group in 2003, as a member of the Snecma S.A. Group Purchasing
department. She was subsequently given responsibility for organizing the supply chain of
Messier‑Bugatti-Dowty in emerging markets, before becoming Executive Vice-President of
Programs director and a member of its management committee. She held the position of
Chairman of Safran Transmission Systèmes from 2013 to 2017, and then headed up the integrationof Zodiac Aerospace when it was taken over by Safran between 1 December 2017 and 31 October
2020. She joined Hutchinson on 1 November 2020 as Deputy CEO before becoming Chairman and
CEO in April 2021.
She is also Vice President of the French association of aerospace and military equipment
manufacturers (Groupement des Équipementiers de l’Aéronautique et de la Défense), a Board
member of the association representing the French aerospace industry (GIFAS), and a member ofvarious networks and associations set up to promote workplace diversity.

Other offices currently held**

Other offices held in the past five years but now expired**France→ Chairwoman and CEO, Hutchinson

Expired in 2023
→ NoneInternational→ NoneExpired from 2019 to 2022
→ None* Listed company. ** Outside the Arkema Group.

Nathalie
Muracciole

Director representing employees and member of the Nominating, Compensation
and Corporate Governance Committee

Date of first appointment:
7 July 2016

Professional experience

Date of last renewal:
3 July 2020
Date term expires:
Meeting of the European Group
Works Council (performing thefunctions of the French Works
Council) following the AGM
held to approve financial
statements for the year
ending 31 December 2023
Business address:
Arkema,420, rue d’Estienne d’Orves,
92700 Colombes, France

Nationality: French
Born in 1964, Nathalie Muracciole holds a degree in law from the Université de Créteil in France.
Since 1 July 2022, she has been Group Head of Social Engagement. She is notably leading theworldwide Well Being at Work program.
She began her career in 1983 in the Total group as an executive assistant with CDF Chimie (which
later became Orkem). She then became career manager for the Professional Markets division at
Sigma Kalon. After several years as recruitment/employment and training/communication manager
with Mapa Spontex, she joined Atofina in 2003. She was appointed corporate training manager
with Arkema in 2004, served as human resources and employee relations manager for theheadquarters between 2006 and 2012, was in charge of change management as part of the
Ambition project between 2012 and 2017, head of job transformation and well-being at workwithin the Talent department between 2018 and 2022, and then head of social development within
the Group Communication department.

Other offices currently held**

Other offices held in the past five years but now expired**France→ NoneExpired in 2023
→ NoneInternational→ NoneExpired from 2019 to 2022
→ None* Listed company. ** Outside the Arkema Group.

1062023 Universal Registration Document

Corporate gouvernance
Composition of administrative and management bodies

NicolasPatalano

Director representing shareholder employees

Date of first appointment:
19 May 2022

Professional experience

Date term expires:
AGM held to approvefinancial statementsfor 2025 financial year
Business address:
Arkema,420, rue d’Estienne d’Orves,
92700 Colombes, France

3

Nationality: French

Born in 1971, Nicolas Patalano holds a degree in process engineering from the Institut de Génie
Chimique in Toulouse. He is currently Medium Term Project Technician in Arkema’s High
Performance Polymers Business Line.
Since joining the Group in 1998, Nicolas Patalano has held various positions within Arkema,
including Process Technician, Industrial Hygiene Manager and Site Contract Manager in the HSE
department, as well as Medium Term Correspondent in the Orgasol® manufacturing line.
In addition, he has held several positions within Group employee representative bodies for the
CFE-CGC trade union, including Union Delegate, Central Union Representative and Group Coordinator.
He is Chairman of the regional union body Syndicat Régional Chimie Pyrénées Garonne.

Other offices currently held

Other offices held in the past five years but now expired**FranceWithin the Group→ Member of the Supervisory Board, FCPE Arkema Actionnariat
FranceExpired in 2023
→ NoneInternational→ NoneExpired from 2019 to 2022
→ None* Listed company. ** Outside the Arkema Group.

Thierry
Pilenko

Independent director and Chairman of the Nominating, Compensation
and Corporate Governance Committee

Date of first appointment:
20 May 2021

Professional experience

Date term expires:
AGM held to approvefinancial statementsfor 2024 financial year
Number of shares heldat 31 December 2023:
500
Business address:
Arkema,420, rue d’Estienne d’Orves,
92700 Colombes, France

Nationalities: French and American
Born in 1957, Thierry Pilenko is a graduate of the École Nationale Supérieure de Géologie in Nancy,
France, and of the Institut Français du Pétrole (IFPEN). He is a management consultant and holds
several directorships in international energy companies.
Thierry Pilenko began his career in 1984 as a geological engineer with Schlumberger. During the
20 years he spent with this company, he held various management positions, including in Italy,
Gabon, Nigeria, Dubai, Indonesia and the United States. In 2004, he was appointed Chief Executive
Officer of Veritas DGC, a geophysical services company based in Houston in the United States(which subsequently became CGG Veritas), before becoming Chairman and CEO of Technip SA
in 2007, and Executive Chairman of TechnipFMC plc between 2017 and 2019. He was a member of
the Supervisory Board of Peugeot (PSA) between 2012 and 2014, a director of CGG between 2007
and 2010, of Hercules Offshore between 2006 and 2015, and of Valaris between 2017 and 2021.
In 2023 he became a Board member of P6 Technologies and non-executive Chairman of Rely. He isa French and US national and resides in the United States.

Other offices currently held**

Other offices held in the past five years but now expired**France→ Director, Tachtys

Expired in 2023
→ NoneInternational→ Director, P6 Technologies

Expired from 2019 to 2022
→ Non-Executive Chairman, Ensign Natural Resources→ Non-executive Chairman, Rely

→ Member of the Board of Directors, Valaris plc*

→ Director, Trident Energy→ Executive Chairman, TechnipFMC plc*

* Listed company. ** Outside the Arkema Group.

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Composition of administrative and management bodies

Susan
RimmerDirector representing employees and member of the Innovationand Sustainable Growth Committee

Date of first appointment:
3 July 2020

Professional experience

Nationalities: British and French

Date term expires:
Meeting of the European Group
Works Council (performing
the functions of the European
Works Council) following
the AGM held to approvefinancial statements for the year
ending 31 December 2023
Business address:
Arkema,420, rue d’Estienne d’Orves,
92700 Colombes, France

Born in 1975 of British and French nationality, Susan Rimmer holds an honors degree from the
University of York in the United Kingdom and is a graduate of the École Centrale de Marseille inFrance. She started her career at Cray Valley Ltd in Wales as a Technical Service Chemist thenbecame Demand Manager.
Expatriated to Cray Valley S.A. in 1999, first at the Villers-Saint-Paul site then at the Centre deRecherche de l’Oise R&D Centre, she held several positions in technical services, sales andproduct regulation. She joined Arkema in 2011.
In 2013, she became EMEA Product Stewardship and Sales Administration Manager for the
Fluorochemicals Business Unit, before taking on the position of Global Product StewardshipManager within Arkema Coating Resins in 2019.
Since April 2021, she has been the Product Stewardship Manager for Sartomer and Crayvallac
activities within the Coating Solutions segment.

Other offices currently held**

Other offices held in the past five years but now expired**France→ NoneExpired in 2023
→ NoneInternational→ NoneExpired from 2019 to 2022
→ None* Listed company. ** Outside the Arkema Group.

Philippe Sauquet

Independent director and member of the Nominating, Compensation
and Corporate Governance Committee
Nationality: French

Date of first appointment:
9 November 2021

Professional experience

Date of last renewal:
19 May 2022

Born in 1957, Philippe Sauquet is a graduate of France’s École Polytechnique and École Nationale
des Ponts et Chaussées and holds a Master’s degree in Industrial Management from the Universityof California, Berkeley in the United States. He has served as President of KréVal since 2021.

Date term expires:
AGM held to approvefinancial statementsfor 2025 financial year

Philippe Sauquet held a number of senior management positions within the TotalEnergies Groupover more than 30 years, including member of the Executive Committee between 2014 and 2021,
President of Gas, Renewables & Power and Executive Vice President of Strategy & Innovation
between 2016 and 2021, as well as President of Refining & Chemicals between 2014 and 2016.

Number of shares heldat 31 December 2023:
2,830

In the last decade, Philippe Sauquet was also a key figure in TotalEnergies’ strategy to diversify
into renewable energies and low-carbon solutions.

Business address:
14 bis rue Raynouard,
75016 Paris, France

Other offices currently held**

Other offices held in the past five years but now expired**France→ Member of the Board of Directors, Axens

Expired in 2023
→ None→ President, KréVal

Expired from 2019 to 2022
→ President of Gas, Renewables & Power and Executive Vice
President of Strategy & Innovation, TotalEnergies*

International→ Member of the Board of Directors, Blue Elephant Energy* Listed company. ** Outside the Arkema Group.

1082023 Universal Registration Document→ Member of the Executive Committee, TotalEnergies*

Corporate gouvernance
Composition of administrative and management bodies

Bpifrance
Investissement

Director

Date of first appointment:
20 May 2021

Professional experience

Date term expires:
AGM held to approvefinancial statementsfor 2024 financial year
Number of shares heldat 31 December 2023:
5,379,000
Business address:
8 boulevard Haussmann,
75009 Paris, France

Bpifrance assists businesses – at every stage of their development – providing loans, guarantees
and equity. Bpifrance supports them in their innovation and international expansion projects.
Bpifrance now also provides export insurance services with a wide range of products. In addition,
consulting, academic, networking and acceleration programs for start-ups, SMEs and mid-caps arealso part of its services to entrepreneurs. Thanks to Bpifrance and its 50 regional offices,
entrepreneurs benefit from a local, single and efficient point of contact to help them meet theirchallenges effectively.
Lac1 acquires long-term stakes in French listed multinationals and plays an active role in theirgovernance. The Lac1 fund has an investment capacity of €4.2 billion after its first round offunding alongside Bpifrance, involving around 30 subscribers, amongst which French andinternational institutional investors, large corporations and family offices. Lac1 is managed by
Bpifrance Investissement, and draws on Bpifrance’s position within its ecosystem, its knowledgeof technological and environmental transitions, as well as its expertise in the governance of listedcompanies. Bpifrance Investissement is Bpifrance’s equity financing arm.

Represented by:
Sébastien Moynot

Permanent representative of Bpifrance Investissement and member of the Innovationand Sustainable Growth Committee

Date appointed:
20 May 2021

Professional experience

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

3

Nationality: French

Born in 1972, Sébastien Moynot is a former student of École Normale Supérieure de Paris, holds a
Master of Advanced Studies in probability from Université Pierre et Marie Curie, and is a graduateof École Nationale de la Statistique et de l’Administration Économique with an agrégation inmathematics. He started his career in the economic forecasting department of the French Ministryof Finance. From 2000 to 2004, he was responsible for the strategy and then the debt issuance
operations of Agence France Trésor, managing the French government’s debt. He was then in chargeof companies in the transportation sector on behalf of the French State Holdings Agency and, in
this role, oversaw the IPO of several investees. He joined the Fonds Stratégique d’Investissement
at its creation in 2009, and then Bpifrance where, since 2013, he has been a member of the
management team of the Development Capital business, for which he has made a large number of
equity investments in companies across all sectors.
Over the last 15 years, Sébastien Moynot served on the Board of Directors of about 20 companies
in particular in various industrial sectors or in the field of renewable energies.

Other offices currently held**

Other offices held in the past five years but now expired**France→ Director, Beneteau SA*

Expired in 2023
→ None→ Chairman of the Board of Directors, Cosmeur SAS

Expired from 2019 to 2022
→ Director, Farinia SA→ Member of the Supervisory Committee, Green Yellow SAS→ Observer of the Supervisory Board and member of the Audit
committee, Vivescia Industries SCA*

→ Director, AD Industries SAS→ Observer of the Supervisory Board, Nexteam Group→ Director, Altrad Investment Authority SAS→ Director, Albioma*→ Director, Verallia*→ Director, Kyoto Topco SAS
International→ None* Listed company. ** Outside the Arkema Group.

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Composition of administrative and management bodies

Fonds Stratégiquede Participations (FSP)

Director

Date of first appointment:
15 May 2014

Professional experience

Date of last renewal:
19 May 2022
Date term expires:
AGM held to approvefinancial statementsfor 2025 financial year
Number of shares heldat 31 December 2023:
5,946,391

Fonds Stratégique de Participations (FSP) is a long-term investment vehicle aimed at supporting
French businesses over the long term with their growth and transition projects. It acquires large
stakes in companies and plays a role in their governance through membership on their Board of
Directors or Supervisory Board. It is owned by seven French insurance companies, namely BNPParibas Cardif, CNP Assurances, Crédit Agricole Assurances, Groupama, Natixis Assurances,Société Générale Assurances and Suravenir. FSP currently holds stakes in ten French companies,
all of which are leaders in their respective fields: Seb, Arkema, Eutelsat Communications, Tikehau
Capital, Elior, Neoen, Valéo, Believe, Soitec and Verkor.
The fund is managed by ISALT, which is the French acronym for “Strategic Investments in Long-Term
Equity”.

Business address:
ISALT,
9, rue Duphot, 75001 Paris,
FranceRepresented by:Isabelle Boccon‑Gibod

Permanent representative of the FSP, member of the Audit and Accounts Committee
and the Innovation and Sustainable Growth Committee

Date appointed:
15 May 2014

Professional experience

Number of shares heldat 31 December 2023:
250
Business address:
Arkema,420, rue d’Estienne d’Orves,
92700 Colombes, France

Nationality: French

Born in 1968, Isabelle Boccon-Gibod is a graduate of the École Centrale de Paris in France and the
University of Columbia in the United States. She is currently a director of Legrand, where shechairs the Audit Committee, of Constellium, and of glassmaker Arc, where she chairs the Board.
She was previously a member of the National Investment Strategy Board (Conseil nationald’orientation) at Bpifrance, Vice-President of the MEDEF Economic Commission and a director of
the Paprec Group. Prior to this, she was Executive Vice-President of Arjowiggins group and an
Executive Director of Sequana group. She also chaired Copacel, the French association of paperindustries, until the end of 2013. Isabelle Boccon-Gibod is also a photographer and author.

Other offices currently held**

Other offices held in the past five years but now expired**France→ Director, Legrand*

Expired in 2023
→ Director, Paprec→ Director, CONSTELLIUM*→ Director, Arc Holdings

Expired from 2019 to 2022
→ Director, SilMach→ Chairman, Observatoire Conseil→ Director, Sequana*→ Chairman, DEMETER→ Vice-President of the Economic Commission, MEDEF

International→ None→ Director, Centre Technique du Papier→ Director, GTT*

* Listed company. ** Outside the Arkema Group.

3.2.2 Executive management
3.2.2.1 Chairman and Chief Executive Officer
Governance structure and balance of powers
When Thierry Le Hénaff’s term of office as director was
renewed by the annual general meeting of 19 May 2020, theBoard of Directors unanimously confirmed its decision not toseparate the duties of Chairman of the Board of Directors
and Chief Executive Officer in order to ensure the continuityof the simple, reactive and responsible decision-making
process in place since 2006. It therefore reappointed Thierry
Le Hénaff as Chairman and Chief Executive Officer at theclose of this annual general meeting.
This choice of governance structure has been accompanied
within Arkema by the set up of a large number of checks andbalances, introduced at the time of the Group's creation in 2006
and steadily strengthened since, as follows:• a large majority of Board members are independent(73% at the date of this document);

1102023 Universal Registration Document• a regular process for reappointing Board members, witharound two thirds replaced between 2020 and 2023, withdiversified and complementary skills, as well as recognized,
independent and committed personalities, allowing for open,
adversarial and constructive discussions within the Boardof Directors;• the presence of a large majority of independent members
also on the three Board committees (80% of the Audit andAccounts Committee, 100% of the Nominating, Compensation
and Corporate Governance Committee, and 50% of theInnovation and Sustainable Growth Committee), and thefact that the chairs of these three committees are also
independent;Corporate gouvernance
Composition of administrative and management bodies• a senior independent director (position created in 2016),
whose duties were strengthened in 2020 and who joined
the Nominating, Compensation and Governance Committee
in 2021. The senior independent director has specific,
effective powers and its main role is to oversee theefficient running of the Company's governance structure
and assist the Chairman and Chief Executive Officer as
needed, in particular in dealings with shareholders on
governance issues. The senior independent director's roleand responsibilities are described in detail in the Board of
Directors’ Internal Rules available on the Company's website,www.arkema.com, and are presented in section 3.3.3 ofthis chapter;• an Innovation and Sustainable Growth Committee in chargeof assessing the contribution of Arkema’s strategy andinnovation to environmental challenges and sustainablegrowth. Together with the Audit and Accounts Committee
and the Nominating, Compensation and Corporate GovernanceCommittee, it contributes to a full review of all Group’s
ESG and non-financial challenges. More details about thiscommittee's duties are provided in section 3.3.4.3 of thischapter;

All these checks and balances ensure that Arkema’s governancestructures operate fluidly and efficiently, strictly within theirpowers, in accordance with governance best practices.
Within the context of the expiration of the Chairman andChief Executive Officer’s term of office at the close of theannual general meeting of 15 May 2024, the Nominating,Compensation and Corporate Governance Committee carriedout in-depth analysis of the Group’s governance in 2023,
taking account of:• the quality of management execution and the strength of theGroup's positioning as reflected by its very robust annual
performances since 2020, under very different market
conditions, including strong resilience in 2020 and 2023 andvery high levels in 2021 and 2022, and management's effective
consideration of societal and environmental challenges, inparticular Arkema's commitment to decarbonisation with aclimate plan aligned with an SBTi 1.5°C trajectory across its
value chain, approved by the SBTi;• the adoption at the September 2023 Capital Markets Day
of a robust and ambitious strategic plan for 2028, which
was very favorably received by the markets;• limitations of the powers of the Chairman and Chief Executive
Officer, who is notably required to submit the mostsignificant operations to the Board of Directors for priorapproval, such as any industrial investment for an amountgreater than €80 million and any proposed acquisition or
disposal with an enterprise value of more than €130 million.
These limitations are described in detail in section 3.3.1 ofthis chapter;• the results of the assessment of the Board of Directors’
and its committees’ operating procedures, in particular theassessment carried out by an independent firm in 2022,
the results of which are provided in section 3.3.2.4 of thischapter;• a Board of Directors that is deeply involved in defining andimplementing the Group’s strategy (particularly in considerationof the aforementioned limitations of powers) at each Board
meeting and in particular during the dedicated annual
strategy seminar and the annual on-site meeting in France
or abroad;• the existence of a robust succession plan, which theNominating, Compensation and Governance Committee and
Board of Directors work on each year;• the holding of at least one executive session per year (andat any time it is deemed necessary), from which theexecutives and Board members representing employees
and employee shareholders are excluded, once a year,
following the Board of Directors’ meeting approving theannual financial statements, during which the operatingprocedures of the Board and its committees are assessed;• the appointment of a director representing employees to
the Nominating, Compensation and Corporate GovernanceCommittee for matters relating to compensation during
meetings of this committee;• Arkema’s Board members’ direct acquaintance with management
teams thanks to the latter's many contributions to theBoard's various meetings and events, in accordance withrequests made by Board members during assessments; and• a Chairman and Chief Executive Officer who is not a memberof any of the Board’s specialized committees and who does
not attend any debate dealing with his reappointment, theassessment of his performance and the setting of hiscompensation.

3• the presence of an Executive Committee with the required
experience and skills;• the results of the perception survey of investors by an
external service provider in 2023, with the vast majority
highlighting the quality of Arkema's management as its
primary strength, and the very positive feedback from thegovernance roadshows held each year in the presence,
where appropriate, of the senior independent director, inparticular those held in early 2024; and lastly,• the relevance of this structure, validated during each
assessment of the Board of Directors' operating procedures,and confirmed again during the assessment in early 2022 by
Spencer Stuart. For further details concerning theassessment of the operating procedures of the Board andits committees in 2022, see section 3.3.2.4 of this chapter.
Based on these achievements over the period from 2020 to2023, the Nominating, Compensation and Governance Committee
recommended that the Board of Directors renew the term ofoffice of Thierry Le Hénaff as director, who confirmed his
commitment and motivation to implement the strategy
defined at the Capital Markets Day on 27 September 2023,
and, subject to shareholders voting in favor at the annual
general meeting, that the Board reappoint him as Chairman
and Chief Executive Officer.

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Corporate gouvernance
Composition of administrative and management bodies

At its meeting of 8 November 2023, the Board of Directors,
on the recommendation of the Nominating, Compensation
and Governance Committee, was therefore able to make an
informed decision, in the interests of the Company and its
stakeholders, on Thierry Le Hénaff's continuation as Chairman
and Chief Executive Officer, having effectively noted once
again that this choice of governance structure - with Thierry
Le Hénaff as Chairman and Chief Executive Officer - continued
to demonstrate during his current term of office, renewed
for the fifth time in 2020, that it is fully compatible with theCompany's operations, business and interests. Since 2020:• Arkema has delivered a very robust financial performancein a particularly challenging and volatile macroeconomic
environment, marked by a series of major events, inparticular the Covid pandemic, which created severe tensions
in supply chains and very high inflation in raw materials
prices, as well as worsened geopolitical tensions, especially
the war in Ukraine and the conflict in the Middle East;• the Group's EBITDA averaged at €1.63 billion per year overthe 2020-2023 period, up almost 20% on the previous
four-year period, and the cash generation remained very
high with an EBITDA to cash conversion rate over 40% eachyear. During this period, the Group also maintained a solidbalance sheet and strict financial discipline, with net debt
of less than two times EBITDA each year;• the Group continued with its transformation into a Specialty
Materials pure player, in line with the ambition unveiled atthe 2020 CMD, and carried out structuring M&A operations,in particular the acquisition and successful integration of
Ashland's performance adhesives, the acquisition of amajority stake in PI Advanced Materials and the sale of the
PMMA business under very favorable terms;• the Group also continued its new developments resulting
from innovation, particularly in areas focusing on the major
sustainability themes (new energies, advanced electronics,
bio-based and recycled polymers, additives integrated into
solutions that contribute to the energy transition, digital
customer services, high performance adhesives and sealants,pressuresensitiveadhesives,
medicalapplications,fluorospecialties with very low GWP, bio-based surfactants
and additives for the solar industry, etc.) in line withmegatrends;• Arkema has made significant progress in or implemented
complex, high-potential industrial projects, including
notably a series of increases in PVDF capacity in China andat Pierre Bénite in France, increased PEBAX capacity inFrance, the bio-based polymers plant in Singapore and thePA11 powders plant in China, the supply of hydrofluoric
acid in partnership with Nutrien in the United States, thedoubling of Sartomer's photocure resins production
capacity in China, and progress made in future production
capacity of next generation fluorospecialty 1233zd in the
United States;• moreover, Arkema reinforced its commitment to decarbonization
through a new climate plan aligned with a 1.5°C SBT
trajectory by 2030 across its entire value chain. This plan
was validated by the SBTi in 2023, paving the way to Net
Zero by 2050;• Arkema continued to make significant progress with regard
to CSR. In terms of sustainable supply, for example, thepercentage of sales that contribute significantly to the
Sustainable Development Goals was 51% in 2023, and thepercentage of the portfolio covered by a life-cycle analysis
has risen by 34 points since 2020 to 56%;1122023 Universal Registration Document

in terms of social responsibility, the Group has madesignificant progress, particularly as regards gender balance,with an increase in the percentage of women in senior
management positions to 29% at the end of 2023 (23% at theend of 2019), ahead of the 2030 roadmap, as well as in talentmanagement, with enhanced internal monitoring processes;
and lastly, since 2020, the progress of the Group's CSR
performance is recognized by non-financial rating agencies,
Arkema being notably rated among the best companies by
CDP, EcoVadis, Sustainalytics, MSCI and ISS ESG.
In the light of this, the Board of Directors once againemphasized the decisive role played by Thierry Le Hénaff,
Chairman and Chief Executive Officer of Arkema since it was
founded in 2006, and recalled his role as "Arkema founder",as well as the need for his presence at the head of Arkema,in a same role, in order to implement the 2028 strategy
announced at the CMD on 27 September 2023.
The Board of Directors considers that this simplified
governance structure, with Thierry Le Hénaff at its head, hasserved and continues to serve the interests of Arkema andits shareholders perfectly, and that this is still the best
governance structure for Arkema because:• combining the positions ensures that the Board of
Directors functions fluidly and with agility, and facilitates
the strategic operation of the Company, thanks to rapid
decision-making and better communication between the
Board of Directors and the management teams;• the structure is streamlined and responsive; and• governance is clear, both internally and externally, with acompany representative who speaks with a single voicewith all the stakeholders.
In view of all these considerations, the Board of Directors
unanimously decided to propose and submit to theshareholders at the annual general meeting on 15 May 2024 torenew the term of office of Thierry Le Hénaff, as director, foranother four-year term, and announced its intention for him toremain as Chairman and Chief Executive Officer, subject toshareholders voting in favor under the fifth resolution.

Succession plan
The Board of Directors unanimously reasserted at its meetingof 28 February 2024 that the combination of the positions ofChairman of the Board of Directors and Chief Executive
Officer is suited specifically to Thierry Le Hénaff taking
account of his role as “Arkema founder”, his individual andcollective performance and the way it has been implemented
since 2006. It therefore unanimously decided that a separate
governance structure with a Chairman of the Board of
Directors and a Chief Executive Officer will be adopted, atthe time of Thierry Le Hénaff’s succession, in accordancewith the principles mentioned in 2020 when his term ofoffice was last renewed. The Board also entrusted theNominating, Compensation and Governance Committee withthe task of identifying potential successors for Thierry Le
Hénaff as Chief Executive Officer.

Corporate gouvernance
Composition of administrative and management bodies

3

3.2.2.2 Executive Committee
The Chairman and Chief Executive Officer has put in place an Executive Committee.
The Executive Committee supervises the Group’s operational management and coordinates and monitors the implementation of
the Group’s strategy. It is a decision-making body that focuses on strategic matters and performance monitoring, and reviews
significant organizational matters and large projects. It also ensures the effective implementation of internal control. The
Executive Committee meets twice a month.

COMPOSITION OF THE EXECUTIVE COMMITTEE AT 31 DECEMBER 2023
Name

Position

Area of responsibility

Thierry Le Hénaff

Chairman and Chief Executive Officer

ArkemaOperational Executive Vice-Presidents
Vincent Legros

Chairman and Chief Executive Officer,
BostikAdhesive Solutions

Marc Schuller
and reporting
to Marc Schuller:

Chief Operating Officer

Advanced Materials, Coating Solutions, Intermediates, North America,
raw materials and energy procurement and commercial excellence

Laurent Tellier

Senior Vice-President
Performance Additives

Performance Additives

Erwoan Pezron

Senior Vice-President,High Performance Polymers

High Performance Polymers

Richard Jenkins

Senior Vice-President,
Coating Solutions

Coating Solutions

Functional Executive Vice-Presidents
Luc Benoit-Cattin

Executive Vice-President, Industry
and CSR

Industrial safety, environment and sustainable development, techniqueand construction, supply chain, quality and goods and services
procurement, processes and operational excellence

Bernard Boyer

Executive Vice-President, Strategy

Planning, economic studies, acquisitions/divestitures, internal audit
and internal control, insurance and risk management, and legal affairs

Marie-José Donsion

Chief Financial Officer

Accounting, financial control, treasury management, financing,taxation, investor relations, IT and digital transformation

Thierry Parmentier

Executive Vice-President, Human
Resources and Communication

Human resources and communication

Laurent Tellier joined the Executive Committee on 16 February 2023 as Senior Vice-President Performance Additives, replacing
Marie-Pierre Chevallier who retired.
The R&D department, placed under the responsibility of Armand Ajdari, reports directly to the Chairman and Chief Executive Officer
given its strategic importance for the Group. For further details on this department, see section 1.1 of this document.
Biographies of the Executive Committee members can be found on the Company’s website (www.arkema.com) in the Investors/CSR
and Governance section.

3.2.2.3 The Group management committee
The Chairman and Chief Executive Officer has also put inplace a management committee, whose duties notably entail
the review of the Group’s operating activity (HSE, business,finance and operations) and monitoring of the Group’s major
projects, priorities and challenges. This committee also
discusses Arkema’s medium- and long-term orientations. It
meets several times a year.
At the date of this document, the Group management
committee, which represents the governance body referred
to in article L. 22-10-10 2° of the French Commercial Code, ismade up of twenty-five members, including the ten Executive
Committee members and certain heads of businesses, support
functions, regions and countries. Five members, i.e.: 20%,
were women.

The drive to increase the percentage of women on the Groupmanagement committee is part of the objectives and policies
to enhance the gender balance within the Group’s governancebodies presented in section 4.6.1.7 of this document. As such,the figure will continue to rise as the number of women
senior managers in the company grows. Arkema aims toincrease the percentage of women on the Group management
committee to 30% in 2030.

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Composition of administrative and management bodies

3.2.3 Additional information concerning members of the Boardof Directors and executive management
3.2.3.1 Absence of family ties
To the best of the Company’s knowledge, and at the date of this document, there are no family ties (i) between the members of
the Board of Directors, (ii) between the members of the Executive Committee, and (iii) between the members of the Board of
Directors and those of the Executive Committee.

3.2.3.2 Absence of any conviction for fraud, involvement in a business failure,or public incrimination and/or sanction
To the best of the Company’s knowledge, and at the date ofthis document, no member of the Board of Directors or the
Executive Committee has been:• convicted of fraud during the past five years;• implicated in a bankruptcy, receivership, liquidation oradministration as a member of an administrative, management
or supervisory body during the past five years; or• charged with any offense, accused, or had any official
public sanction imposed on them by statutory or regulatory
authorities (including designated professional bodies) during
the past five years.
To the best of the Company’s knowledge, during the past
five years, no director has been prohibited by a court fromserving as a member of the administrative, management or
supervisory body of an issuer, or from participating in the
management or governance of an issuer’s business.

3.2.3.3 Absence of conflicts of interest
The Company has put in place measures to prevent potential
conflicts of interest between the directors and the Company.
In accordance with corporate governance best practices andthe recommendations of the AFEP-MEDEF Code in particular,
the Board of Directors’ Internal Rules provide that:• each director undertakes to maintain under all
circumstances their independence of analysis, judgment,
decision-making and action and, to this end, must not seekor accept any advantages likely to be considered ascompromising their independence from the Company or
any associated company, either directly or indirectly. Eachdirector undertakes to notify the Board of Directors of any
agreement between them and the Company, entered into
directly, indirectly or via an intermediary, prior to entering
into such agreement. Furthermore, each director
undertakes not to exercise any responsibilities incompanies or business activities that are in competition
with the Company without previously notifying the Board of
Directors and the Chairman of the Nominating,Compensation and Corporate Governance Committee; andDirectors must confirm the absence of any conflicts ofinterest (even potential) when they take up office, each year
when so requested for the preparation of the Universal
Registration Document, and at any time, upon request by the
Chairman and Chief Executive Officer.
To the best of the Company’s knowledge, at the date of thisdocument, there are no potential cases of conflicts ofinterest between the duties of members of the Board of
Directors or of executive management vis-à-vis the Company
and their private interests. To the best of the Company’s
knowledge, no arrangements or agreements resulting in theselection of a member of the Board of Directors or of
executive management have been made with the Company’s
main shareholders, customers or suppliers.
To the best of the Company’s knowledge, there are no restrictions
accepted by the members of the Board of Directors or of
executive management concerning the transfer of theirholding in the Company’s share capital, other than those set
out in sections 3.4.2.1 and 3.4.3.1 of this chapter.

• in the event of a conflict of interest, the director in question
must abstain from voting on any resolution submitted to
the Board and from participating in the discussion preceding
the vote. The Chairman may ask such director not toattend while the topic is addressed.

3.2.3.4 Information regarding service contracts
To the best of the Company’s knowledge, there are no service contracts between the members of the Board of Directors or the
Executive Committee and the Company or any of its subsidiaries providing for the granting of benefits under the terms of such acontract. The Executive Committee members are however all employees of the Company, apart from Thierry Le Hénaff, who is
an executive director of the Company, and Richard Jenkins, who is an employee of Arkema Inc., a subsidiary of the Company.

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3.2.3.5 Procedure for assessing agreements relating to ordinary operations
entered into under normal conditions
In 2020, in accordance with article L. 22-10-12 of the French
Commercial Code, the Board of Directors implemented aprocedure for assessing agreements relating to ordinary
operations entered into under normal conditions. The procedureincludes an assessment committee comprising the head ofCompliance, the Financing and Treasury Vice-President andthe Internal Audit and Internal Control Vice-President, whichmeets twice a year in an ordinary session, and on an
extraordinary basis if necessary, to ensure that theagreements relating to ordinary operations entered into by
the Company under normal conditions comply with thecriteria defined in the procedure.

3.3

Once a year, and more often if necessary, the committee forassessing agreements relating to ordinary operations draws
up a report, which it submits to the Audit and Accounts
Committee. In accordance with this report, the Board of
Directors reassesses the procedure on an annual basis, witha view to updating it if necessary. The report submitted to
the Audit and Accounts Committee in early 2024 confirmed
the ordinary nature and normal conditions of the agreements
entered into by the Company and described in this report.

Operating procedures of administrativeand management bodies

The duties and operating rules of the Company’s administrative and management bodies are defined by law, by the Company’s
Articles of Association and by the Board of Directors’ Internal Rules. The latter documents can be found on the Company’s
website (www.arkema.com) in the Investors/CSR and Governance section.

3.3.1 Management and limitation of powers of the Chairman
and Chief Executive Officer
3.3.1.1 Powers of the Chairman and Chief Executive Officer
The Chairman and Chief Executive Officer is vested with themost extensive powers to act in the Company’s name in all
circumstances. He exercises these powers within the limitsof the Company’s corporate purpose and subject to thosepowers expressly vested by law in shareholders’ meetings
and the Board of Directors. He represents the Company in its
relations with third parties.

The powers of the Chairman and Chief Executive Officer
were, however, restricted by the Board of Directors in 2006,
when it introduced a right of prior approval or post review.
The Chairman and Chief Executive Officer must therefore
inform the Board of the most significant operations or
submit them to the Board for prior approval, as follows:

Prior approval by the Board of Directors

Post review by the Board of Directors• Overall capital expenditure budget• Any industrial investment in excess of €80 million• Any acquisition or divestment project with an enterprise value
in excess of €130 million• Any annual capital expenditure budget overrun in excess of 10%• Any industrial investment in excess of €30 million• Any acquisition or divestment project with an enterprise value
in excess of €50 million

The general powers of the Chairman and Chief Executive Officer were confirmed by the Board of Directors when his term ofoffice was renewed in 2020.

3.3.1.2 Deposits, commitments and guarantees
Every year, the Board of Directors authorizes the Chairman
and Chief Executive Officer, or any person duly authorized toact on his behalf, to issue deposits, commitments andguarantees to third parties in the Company’s name, for one
year. At its meeting on 30 January 2023, the Board of
Directors granted said authorization to issue new deposits,
commitments and guarantees up to a limit of €90 million,
and to continue the deposits, commitments and guarantees
previously made.

In accordance with article L. 225-35 of the French Commercial
Code, the Board of Directors also authorized the Chairman
and Chief Executive Officer to guarantee, for one year and forunlimited amounts, the commitments made by the Company
with respect to companies controlled by it, within the meaningof article L. 233-16, II of the French Commercial Code.
At its meeting of 22 January 2024, the Board of Directors
renewed its authorization under the same conditions.

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3.3.2 Duties and operating procedures of the Board of Directors
3.3.2.1 Duties
The Board of Directors is a collegiate body that takes decisions
collectively. It is mandated by and accountable to all of theshareholders.
The Company’s Board of Directors exercises the powers
assigned by law in order to act in the Company’s best interests
in all circumstances. It decides the Company’s overallbusiness strategy and oversees its implementation. Subject
to those powers expressly conferred upon it at shareholders’meetings and within the limits of the Company’s corporate
purpose, the Board of Directors considers any issue involving
the proper operation of the Company and decides on any
issue concerning the Company. Lastly, it strives to create
value over the long term by factoring social and environmental
challenges into the Group’s business plans.
To this end, it must in particular oversee the Group’s
strategic developments, appoint the executive directors
responsible for managing the Company in line with thecorporate strategy, supervise the implementation of thisstrategy, take decisions regarding major operations, ensure
the quality of information supplied to shareholders and themarkets, particularly in the financial statements, and guarantee
the quality of its operations. It analyzes opportunities andrisks – especially financial, legal, operational, social andenvironmental risks – on a regular basis in line with theGroup’s strategy and the related measures taken.

In accordance with the Internal Rules of the Board of
Directors and each of its committees, some matters are
therefore subject to prior review by the appropriate
committee before being submitted to the Board of Directors
for approval.
In accordance with the AFEP-MEDEF Code recommendations,
the Board of Directors reviews the diversity objectives within
the Group’s governance bodies, how such objectives are
implemented and the actions taken to achieve them, aspresented to it by executive management twice a year aspart of its overall human resources review and, more
specifically, its review of the career management plan.
Information on these objectives, the implementation thereof
and the results achieved is provided in sections 3.2.2 and4.6.1.7 of this document. Based upon a proposal by executive
management, the Board also determines multi-annual CSR
strategic guidelines. In terms of climate issues, it performs
annual reviews of the results obtained and the opportunity,
where appropriate, to adapt the action plan or change theobjectives, particularly in light of changes in the company’s
strategy, technologies, shareholders’ expectations and theeconomic capacity to implement them. This climate strategy
and the results of its implementation are presented at theannual general meeting on a regular basis, and at least once
every three years or if any significant changes are made to
the strategy.

The Board of Directors can decide to set up one or more
specialized committees. It defines the composition and remitof these committees, which operate under the responsibilityof the Board of Directors.

3.3.2.2 Operating procedures
The operating procedures of the Board of Directors are
determined by current laws and regulations, the Company’s
Articles of Association and its own internal rules as updated
most recently on 22 February 2023.
The Board of Directors meets at least four times a year andwhenever the interests of the Company so require. Meetings areconvened by its Chairman. The convening notice may bedelivered by any means, even verbally, eight days before thedate of the meeting and, in urgent cases, without notice. It
specifies where the meeting will take place. The convening
notice and meeting support documents are made available via a
digital platform that enables the secure exchange of data. In
principle, meetings take place at the Group’s head office but
may in certain cases be held by videoconference or conference
call in accordance with the law, the Company’s Articles of
Association and the Board of Directors’ Internal Rules.

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The Board of Directors’ meetings are chaired by the Chairmanof the Board or, in his absence, by the oldest director inattendance.
The Board of Directors may legitimately deliberate even in
the absence of a convening notice if all members are present
or represented. In accordance with its internal rules, in allcases permitted by law and if specified in the convening
notice, directors attending the meeting by means ofvideoconferencing or any other telecommunication methodthat meets the requisite technical specifications set bycurrent laws and regulations, are deemed present for the
purpose of quorum and majority requirements.
Decisions are taken by majority vote of the memberspresent, deemed present or represented. In the case of a
split vote, the Chairman has the casting vote.

Corporate gouvernanceOperating procedures of administrative and management bodies

In accordance with corporate governance best practices andthe recommendations of the AFEP-MEDEF Code in particular,
the Board of Directors’ Internal Rules also set out the rights
and obligations of the directors and notably impose that:• before accepting their duties as director of the Company,
the directors must ensure that they are familiar with theCompany’s Articles of Association, the Board of Directors’
Internal Rules, and the legal and regulatory provisions
governing the functions of a director of a French joint
stock corporation (société anonyme), and in particular therules relating to the definition of the powers of the Boardof Directors, multiple directorships, the agreements fallingwithin the scope of article L. 225-38 of the French
Commercial Code, the holding and use of insider
information, the declarations of trading in the Company’s
shares and the blackout periods during which directors
may not trade in those shares;• the directors are elected by all the shareholders and must
act in all circumstances in the Company’s best interests,
whilst also taking the social and environmental challenges
of its business into consideration;• the directors must devote the necessary time and attention
to their duties. Consequently, the directors may not holdmore than four other directorships in listed companies, including
foreign companies, outside the Group. Accordingly, the directors
undertake to inform the Chairman of the Nominating,Compensation and Corporate Governance Committee of
any new non-executive or executive directorship that theymight accept in a company outside the Group or outside
the group of which they are a member, including their
participation in the committees of these companies’ Boardsof Directors. Executive directors may not hold more than
two other directorships in listed companies outside the Groupand must seek the opinion of the Board of Directors priorto accepting any new directorship in a listed company;• the directors must be committed and, where possible, takepart in all meetings of the Board of Directors and of thecommittees to which they have been appointed, as well asshareholders’ meetings;• prior to each Board of Directors’ meeting, except in the eventof an emergency justified by exceptional circumstances,
the agenda and information relating to this latter that
require special analysis and prior consideration are sent toeach director with the convening notice, with sufficienttime, whenever this can be accomplished without any
breach of confidentiality. The directors may also requestfrom the Chairman and Chief Executive Officer any
additional information they may consider necessary toproperly fulfill their duties, particularly in the light of themeeting agenda;

3• if they deem it necessary, the directors may also request
additional training on the Group’s specific features, businesses,
and sector of activity, at the time of their appointment or
during their term of office. This training is organized by theCompany, which pays the related costs;• all documents provided for Board of Directors’ meetings
and all information collected during or outside Board of
Directors’ meetings are confidential, without exception, whether
or not the information collected is presented as being
confidential. In this regard, the directors must consider
themselves bound by strict professional confidentiality
beyond the simple duty of discretion provided for by thelaw. Furthermore, the directors undertake not to express
their individual views outside the Boardroom on matters
discussed during Board of Directors’ meetings, or on theopinions expressed by individual directors; and• as required by law and regulations, the directors mustrefrain from trading in the Company’s securities (including
derivative financial instruments) insofar as, by virtue of
their duties, they have access to insider information. They
are therefore added, as soon as they take up their duties,
to the list of people subject to the blackout periods
implemented by the Company. Furthermore, the directors
must disclose any transactions they have entered into in
respect of the Company’s securities.
The Board of Directors’ Internal Rules also provide that, when
the positions of Chairman and Chief Executive Officer are heldby the same person, the Board of Directors shall appoint oneof the independent directors to serve as senior independent
director, based on the proposal of the Nominating, Compensation
and Corporate Governance Committee. For further details,
see section 3.3.3 of this chapter.
In accordance with the AFEP-MEDEF Code and with best
governance practices, the Chairman and Chief Executive
Officer does not take part in any discussions concerning his
term of office and compensation. The Board members
therefore discuss these topics without his presence.
Following the report on the annual assessment of the Boardof Directors’ operating procedures, the senior independent
director shall hold an executive session from which theexecutive director and directors who are employees of theGroup are excluded.

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3.3.2.3 Activities of the Board of Directors
The Board of Directors met seven times in 2023. There was a high attendance rate at these meetings of 93% (versus 91%
in 2022). Regularly scheduled meetings lasted four hours and thirty minutes on average, and the length of more exceptional,
context-related meetings (notably about M&A) varied depending on the topic at hand.
The following table summarizes the individual attendance rates of directors at the meetings of the Board of Directors and its
committees in 2023.

Audit and Accounts
Committee

Board of Directors

Innovation andSustainable GrowthCommittee

Attendance Number of Attendance Number of Attendance Number of Attendance Number ofratemeetings
ratemeetings
ratemeetings
ratemeetings

DirectorThierry Le Hénaff
Bpifrance Investissement
represented by Sébastien Moynot
Séverin Cabannes

(1)

100%

7/7

-

-

-

-

-

-

100%

7/7

-

-

-

-

100%

3/3

75%

3/4

100%

4/4

-

-

-

-

Marie-Ange Debon

71%

5/7

100%

6/6

-

-

-

-

Fonds Stratégique de Participations
represented byIsabelle Boccon-Gibod

100%

7/7

100%

6/6

-

-

100%

3/3

Ilse Henne

86%

6/7

83%

5/6

-

-

-

-

Ian Hudson

100%

7/7

100%

6/6

-

-

100%

3/3

Florence Lambert (2)

100%

4/4

-

-

-

-

100%

2/2

Victoire de Margerie (3)

67%

2/3

-

-

-

-

100%

1/1

Laurent Mignon

(3)

67%

2/3

-

-

-

-

-

-

Hélène Moreau-Leroy

100%

7/7

-

-

100%

4/4

-

-

Nathalie Muracciole

86%

6/7

-

-

67%

2/3 (4)--

Nicolas Patalano

100%

7/7

-

-

-

-

-

-

Thierry Pilenko

100%

7/7

-

-

100%

4/4

-

-

Susan Rimmer

100%

7/7

-

-

-

-

100%

3/3

Philippe Sauquet

100%

7/7

-

-

100%

4/4

-

-

Average attendance rate

93%

7

97%

6

94%

4

100%

3

(1)
(2)
(3)
(4)

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Nominating,Compensation andCorporate GovernanceCommittee

A director and member of the Audit and Accounts Committee since 11 May 2023.
A director and member of the Innovation and Sustainable Growth Committee since 11 May 2023.
Directorship expired on 11 May 2023.
Nathalie Muracciole attends meetings of the Nominating, Compensation and Corporate Governance Committee when the meeting has an agenda item
relating to compensation, which was the case for three out of the four meetings in 2023.

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The agendas of the Board of Directors’ meetings included recurring annual topics as well as more specific topics, as follows:
Operations,strategy and risk
management

Recurring annual topics• review and approval of the strategy and main operational priorities presented during the annual seminar• monitoring of the implementation of the bolt-on acquisitions and major capital expenditure programs• review and, where necessary, update of the risk map, including in connection with the duty of care plan
• presentation and approval of the insurance program• changes in the competitive environment• review of the Group’s strategy (actions and results) for cybersecurity• progress report on the Group digital transformation program• business presentation by the industrial division, including major projects• presentation and review of the business of each division
Specific topics in 2023
• various strategic projects: monitoring of the partnership with Nutrien Ltd. for the supply of hydrofluoric acid,and the start up of the bio-based polyamides manufacturing plant in Singapore• detailed review of Arkema’s operations in Asia
• detailed review of the High Performance Polymers business, particularly in Asia
• various M&A transactions, notably the closing of the acquisitions of Ashland’s adhesive business and a majority
stake in PI Advanced Materials, and other potential acquisitions• review of the risks and the situation relating to raw materials and energy in light of the tense geopoliticalcontext resulting from Russia’s invasion of certain regions of Ukraine and the conflict in the Middle East
• review of the Group’s insurance program for 2023 and the future• monitoring of changes in product-related regulations, particularly REACH and PFAS in Europe

Accounting andfinancial situation

Recurring annual topics• approval of the annual budget• approval of the annual consolidated and Company financial statements, proposed allocation of profit anddistribution of the dividend• approval of the annual financial report, the management report and, more generally, the Universal Registration
Document• preparation of the annual general meeting including approval of the draft resolutions• approval of management forecast documents• approval of the half-yearly financial statements and review of quarterly financial information• review of recommendations and reports resulting from the work of the Audit and Accounts Committee• approval of draft results press releases• review of the Company’s needs in terms of financial resources and therefore of the Euro Medium Term Notes(EMTN) program and definition of the maximum issue number of bonds• feedback from roadshows
Specific topics in 2023
• authorization to renew the Euro Medium Term Notes (EMTN) program for a maximum amount of €5 billion• authorization to refinance bond debt nearing maturity through new bond issues• monitoring of the tender process for the upcoming appointment/reappointment of the statutory auditors

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Corporate
governance andcompensation

Recurring annual topics• assessment of the Board of Directors’ operating procedures• assessment of the independence of Directors• review of Directors’ terms of office and proposal of renewals/appointments• review of reports on the work carried out by the Nominating, Compensation and Corporate GovernanceCommittee• review of related-party agreements and agreements entered into and authorized during previous years whichwere implemented during the year
• policy on the non-executive directors’ compensation• policy on the Chairman and Chief Executive Officer’s compensation• compensation due or awarded to the Chairman and Chief Executive Officer for the prior year
• compensation for Executive Committee members (fixed compensation, variable compensation for the prior year
and criteria used to determine variable compensation)• definition of share-based compensation for Group employees (performance share plan, capital increase
reserved for employees, etc.)• changes in the Executive Committee and its succession plan, including for the Chairman and Chief Executive
Officer, as well as career management policy for executives• definition of the Chairman and Chief Executive Officer’s powers to issue deposits, commitments and guarantees• activity report of the senior independent director• approval of the report on corporate governanceSpecific topics in 2023
• self-assessment of the operating procedures of the Board of Directors and its committees• appointments of Séverin Cabannes as a director and member of the Audit and Accounts Committee, andFlorence Lambert as a director and member of the Innovation and Sustainable Growth Committee• reappointment of Hélène Moreau-Leroy as a director, senior independent director and member of the Nominating,Compensation and Corporate Governance Committee• reappointment of Ian Hudson as a director and member of the Audit and Accounts Committee, and appointment as
Chairman of the Innovation and Sustainable Growth Committee• reappointment of Thierry Le Hénaff as a director, and continuation of his role as Chairman and Chief Executive
Officer• acknowledgment of the achievement of the performance conditions applicable to the 2020 performance shareplans and set up of the 2023 performance share plans

Corporate social
responsibility

Recurring annual topics• Group’s situation in terms of safety and the environment (particularly the climate)• Group human resources policy, especially its diversity and talent management policy• Group CSR approach and roadmap• non-financial information statement and duty of care
Specific topics in 2023
• detailed review of CSR aspects within the scope of recent acquisitions and investments• review of Arkema’s commitment to a 1.5°C carbon trajectory

In 2023, the Board of Directors also continued to be responsive
and adaptable amid geopolitical tensions, the unprecedented
rise in energy and raw material costs, and inflation.
At each meeting, the Chairman updates the Board on theoperations concluded since the previous meeting and seeks
the authorization of the Board of Directors for the main
projects underway that are likely to be completed before thenext Board meeting.
Once a year, the Board of Directors also dedicates a day toreviewing Arkema’s strategy in the presence of the Executive
Committee members and the head of R&D (CTO). During thismeeting, the directors are given detailed presentations on
key components of the Group’s strategy, including R&D, witha demonstration of the recent innovations in various areas,
the acquisition strategy, safety and sustainable development,
the digital strategy, the competitive landscape, and specificoperational risks. This is also an opportunity for the Board toanalyze the main challenges of the coming years andchanges in the Group’s profile. At the end of the seminar, thedirectors typically meet with around twenty of the Group’s
senior executives and high potentials.

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The Board of Directors oversees the Company’s quest for genderbalance within the Executive Committee and its senior executives,and among senior management in general. Each year, it reviews
the policy established by executive management in thisregard, including the objectives, actions implemented andresults achieved. For further details on the human resources
diversity policy, see section 4.6.1.7 of this document.
Lastly, the Board of Directors, based on the preparatory workof the Nominating, Compensation and Corporate GovernanceCommittee, and in complete cooperation with the Chairman
and Chief Executive Officer, reviews every year with carefulattention the succession planning for the Chairman andChief Executive Officer and the members of the Executive
Committee, as well as the career management policy forGroup executives. This work is used in particular to prepare
for reappointments and replacements in view of the different
term of office renewal dates and to handle long-term succession
planning scenarios or for dealing with crisis situations. Within
this context, it has set out the conditions for replacing the
Chairman and Chief Executive Officer, notably in the event ofan emergency (so-called “tramway” scenario), and the key
principles for his future succession. For further details on
this matter, see section 3.2.2.1 of this chapter.

Corporate gouvernanceOperating procedures of administrative and management bodies

Arkema’s CSR strategy is also reviewed thoroughly, first by
the Board’s various committees, and in particular by the
Innovation and Sustainable Growth Committee for theroadmap aspects of each of the Business Lines in this area
and a review of the applicable regulations to identify thenecessary modifications or adaptations, and by the Audit andAccounts Committee, notably for the risks (in particular inlight of duty of care requirements), quantifiable targets,monitoring of quantitative indicators and aspects related tosustainable finance (in particular taxonomy). The Nominating,Compensation and Corporate Governance Committee reviewsthe employee-related aspects of this strategy, and inparticular its objectives as regards greater representation of
women and diversity in general, as well as the inclusion of
non-financial criteria in the compensation policy. These
committees report to the Board on these topics at eachmeeting and the Sustainable Development department
presents a summary of the Group’s overall roadmap to theBoard of Directors once a year.
Since the beginning of 2024, the Board of Directors has met
twice, with an attendance rate of 96.5%. Beyond the recurring
topics such as the approval of the 2024 annual budget, theapproval of the annual consolidated and Company financial
statements for 2023, the proposed allocation of profit and,more generally, the preparation of the annual general
meeting including approval of the proposed resolutions,these meetings focused in particular on:• the review of achievements and direction in terms of humanresources and talent management;• an examination and review of the financial performance andachievements of Sartomer, with a visit to the Villers-Saint-Paul
site, and of Bostik, particularly its durable goods business, witha visit to the Ribécourt site and the R&D center at Venette;• the distribution of a dividend of €3.50 per share in respectof 2023 results;3• the Chairman and Chief Executive Officer’s compensation
policy for the period from 2024 to 2028 in view of his new
term of office;• the directors’ compensation policy for the period from 2024
to 2028;• directors’ compensation in accordance with the compensation
policy applicable in 2023, as well as the compensation paid
or awarded to the Chairman and Chief Executive Officer
in 2023;• the Executive Committee members’ compensation for 2023
and their compensation policy for 2024;• the review of the risk map;• the review of the Group’s social and environmental challenges
as part of the non-financial information statement pursuant toarticles L. 225-102-1 and L. 22-10-36 of the French Commercial
Code and the progress report on the plan de vigilance(duty of care plan) and taxonomy-related reporting; and• the annual self-assessment of the operating procedures of
the Board of Directors and its committees.
The Board of Directors’ annual on-site meeting took place on
22 and 23 January 2024 near Chantilly in France. The directors
visited the Villers-Saint-Paul site, which notably produces
Sartomer photocure resins, as well as two major Bostik’ssites – the Ribécourt plant and the Venette R&D center.
During these visits the directors met with the local teams
and were given a detailed presentation about the commercial
and industrial activities of these sites and businesses
concerned.
Lastly, an executive session was held at the end of the
28 February 2024 meeting, as provided for in the internal
rules, conducted by senior independent director Hélène
Moreau-Leroy. During the session, the directors were able todiscuss matters in the absence of the executive director anddirectors bound to the Group by an employment contract.

3.3.2.4 Assessment of the operating procedures of the Board of Directors
In accordance with the AFEP-MEDEF Code and its internal
rules, the Board of Directors conducts an annual assessmentof its operating procedures by means of a self-assessment
questionnaire. Every three years in principle, a formal assessment
is conducted by an external consultant. The form and termsof the Board’s assessment are discussed by the Nominating,Compensation and Corporate Governance Committee every year.
The Chairman of the Nominating, Compensation and Corporate
Governance Committee and the Secretary of the Board of
Directors are involved in the full assessment process(drafting/updating the questionnaire, setting the schedule,
reviewing the answers to the questionnaire, preparing the
feedback, attending preparatory and feedback meetings withthe consulting firm).
The most recent formal external annual assessment of theoperating procedures of the Board of Directors and its
committees was carried out for the year 2021, by the
consulting firm Spencer Stuart in early 2022. In this context,
individual interviews of each director were conducted basedon a guide that was drawn up in advance and specificallytailored to Arkema and to the objectives set for the
performance of this external assessment. The guide wasapproved by the Chairman of the Nominating, Compensation
and Corporate Governance Committee and the Secretary of theBoard of Directors. Prior to the interviews, each director was
invited to complete an online questionnaire.
The findings from this assessment process were detailed in areport presented to the Nominating, Compensation and Corporate
Governance Committee on 17 February 2022 and then to theBoard of Directors on 23 February 2022. They showed thatArkema’s corporate governance continues to be at bestpractice level. On average, more than 90% of the directors
said they considered the dynamics of the Board’s operatingprocedures and its performance to be very satisfactory, despite
the significant changes in its composition in recent years dueto the expiry of the terms of office of several directors present
since 2006. The directors unanimously agreed that theygenuinely enjoyed working together in the professional andfriendly atmosphere.

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The assessment highlighted the following strengths:• the leadership of the Chairman, who facilitates discussions
and leaves room for debate and questions. The directors
commended the way in which the Board is run andunanimously expressed their pleasure in contributing toand participating in this Board;• the dynamics and commitment of the Board thanks to its
high level of cohesiveness, collegiality and diversity and the
deep respect that all members have for each other,allowing for lively discussions and the free expression of
opinions. The Board of Directors was found to be very
balanced, well-paced and highly constructive;• strategic discussions with a good balance between governancematters and strategic issues, as well as transparency andconsistency in strategic thinking. The Board found the
management team working alongside the Chairman andChief Executive Officer to be effective and committed intheir dealings with the Board;• the composition of the Board, with prompt induction of new
directors and experienced, diversified and complementary
director profiles that are well aligned with Arkema’s needs;• the role of the senior independent director, which wasrecognized as positive and well positioned, particularly interms of dealings with external stakeholders and the good
relationships developed with all directors and the
Chairman and Chief Executive Officer;• the role of the committees, whose work was unanimously
praised as being well coordinated with that of the Board.
The recent creation of the Innovation and Sustainable
Growth Committee was deemed positive, and reporting by
the committee chairmen met the expectations of directors;• the quality of the Board’s documents, which met directors’
expectations in terms of both format, with very concise
presentations of the subjects, and content, with a clear
understanding of priorities; and• the Board secretary, who was found to be professional andefficient, attentive to the needs of directors, andresponsive and available.
Following this assessment, the Board identified the following
subjects for further improvement:• the Nominating, Compensation and Corporate GovernanceCommittee’s involvement in succession plans, especiallythat of the Chairman and Chief Executive Officer;• formalization of the induction program for new directors;• the possible addition of another, more international profile– without this being an imperative – in line with the desire
to strengthen certain skills such as customer businesses
and financial expertise; and• systematic post-mortem analyses of Board decisions toassess their effects.

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In addition to this thorough assessment performed every
three years, once a year the directors – including the Chairman
and Chief Executive Officer – conduct a self-assessment of
the operating procedures of the Board and its committees basedon questionnaires validated in advance by the Nominating,Compensation and Corporate Governance Committee. The
self-assessment for 2023 was carried out in January andFebruary 2024. These questionnaires asked them in particular
to assess these bodies’ composition (in terms of expertise, generaldiversity and independence), their collective performance during
the year, the individual contribution of each director, the qualityof information provided and the quality of discussions. The
purpose of the self-assessment is to confirm each year thatArkema’s corporate governance bodies are operating effectively,
and to identify any significant points that may have arisen sincethe 2022 formal assessment and particularly points arising in
2023, compared with the very positive feedback from theassessments carried out in previous years.
The findings of this new self-assessment were discussed during
the Nominating, Compensation and Corporate GovernanceCommittee meeting of 26 January 2024 and decided at theBoard meeting of 28 February 2024. The assessment showedthat the directors remain very satisfied with the Board’s
operating procedures in general. A large majority of directors
again agreed that 2023 had been a very good year with further
progress. The Board noted that the main recommendations
from the previous assessments, particularly those of 2022,
had been addressed. In particular, the directors appreciatedthe clarifications provided concerning the role of the Innovationand Sustainable Growth Committee set up in 2021 in response
to increasing regulatory reporting requirements. This committee
is responsible for keeping up to date with the overall regulatory
framework so its members can assess to what extent new
regulations might require Arkema to change its strategy or
innovation. The Audit and Accounts Committee is in chargeof verifying the figures disclosed in the reporting. The Boardof Directors' oversight powers are still considered by a verylarge majority to be highly satisfactory, and its involvement indecisions concerning the Group’s major transactions andoperations is also deemed to be very satisfactory. The Board
considers it has a good understanding of the management
team that works alongside the Chairman and Chief Executive
Officer, and that the input given by the members of that teamat Board meetings enables the directors to get to know themwell, interact with them and gain insight into the Group's
talent pool. A very large majority of directors considered theassessment method to be suitable, and for those directors
who sit on other boards, all consider the Board to besuperior in terms of the quality of its corporate governancepractices.

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3.3.3 Senior independent director
In accordance with best practices, the Board of Directors
created the position of senior independent director in 2016.
The primary role of the senior independent director is tooversee the efficient running of the Company’s governancestructures and the absence of conflicts of interest, and toensure that shareholders’ concerns on corporate governancematters are taken into consideration.
In accordance with the Board of Directors’ Internal Rules, asenior independent director is appointed when the Chairmanof the Board of Directors also serves as Chief Executive
Officer. The senior independent director is selected fromamong the independent members of the Board, on the
proposal of the Nominating, Compensation and Corporate
Governance Committee, and is appointed for his or her term
as a director. He or she may be reappointed.
The senior independent director performs the following
duties and has the following prerogatives:
1) Operating procedures of the Board of Directors• he or she may propose the inclusion of additional itemson the agenda of Board meetings, if necessary;• he or she asks the Chairman of the Board of Directors
to call a Board meeting with a specific agenda in
exceptional circumstances;• he or she oversees the application of the internal rules
for the preparation of Board meetings as well as during
the meetings;• following the annual assessment of the Board of
Directors’ operating procedures led by the Nominating,Compensation and Corporate Governance Committee,
he or she chairs a meeting of non-executive directors,
without the presence of executive directors, to discuss
the operating procedures of the Company’s governancestructures. He or she reports the meeting’s conclusions
to the Chairman and Chief Executive Officer;• he or she holds discussions with the Chairman of theNominating, Compensation and Corporate GovernanceCommittee on all matters connected with the Board of
Directors’ operating procedures;• he or she may, on request, participate in committee
meetings without the right to vote;• in the event that a governance issue arises, he or she is
the directors’ main point of contact and holds discussions
with the Chairman and Chief Executive Officer; and• he or she reports on his or her activities to the Boardof Directors at least once a year and at any time if heor she considers it necessary.
2) Conflicts of interest
He or she advises his or her fellow directors on the relatedrisks. He or she reviews with the Chairman of the Board of
Directors and the Nominating, Compensation and Corporate
Governance Committee any potential conflicts of interest
that he or she has identified or been informed of, andinforms the Board of Directors of his or her thoughts on thematter as well as those of the Chairman.
3) Shareholder relations
He or she is informed of comments and suggestions received
from significant shareholders not represented on the Boardof Directors about corporate governance matters. He or she
ensures that they receive answers to their questions and,after consulting the Chairman and Chief Executive Officer,
makes himself or herself available to communicate withthem if necessary. The Board of Directors is informed about
these contacts.
Upon recommendation of the Nominating, Compensation andCorporate Governance Committee and by decision of theBoard of Directors at its meeting of 24 February 2021,
the senior independent director became a member of theNominating, Compensation and Corporate Governance Committee
at the close of the annual general meeting of 20 May 2021.

Activity report of the senior independent director for the year
Hélène Moreau-Leroy reported to the Board on her work, inparticular on her meetings during the governance roadshowsin early 2024 with the governance and CSR teams ofshareholders who had requested the meetings, together
representing approximately 30% of Arkema's share capital.
These meetings helped foster already well-established dialog
with these parties and enabled them to find out more about
the workings of Arkema’s governance bodies.
Among the topics under discussion were Thierry Le Hénaff’s
term of office renewal as a director and as Chairman andChief Executive Officer for another four-year term, which
received very favorable feedback, as well as other items
related to Arkema's governance that will be submitted to theshareholders at the next annual general meeting, such as thecompensation policy applicable to the Chairman and Chief
Executive Officer during his new term of office. The Board of
Directors was thus able to take into account the views andopinions of the shareholders concerned.

As is the case each year, she led the annual executive
session at the end of the Board meeting on
28 February 2024, which she had prepared in depth
beforehand in order to identify the major issues requiring
discussion. The directors were thus able to discuss mattersoutside the presence of the executive director or directors
who have an employment contract with a Group entity. No
specific governance issues requiring change or further
discussion by the Board of Directors emerged from thisexecutive session.

Hélène Moreau-Leroy also met regularly in 2023 with any
directors wishing to do so, the Chairman and Chief Executive
Officer and the Chairman of the Nominating, Compensation
and Governance Committee.

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3.3.4 Committees of the Board of Directors
The Board of Directors has three permanent, specializedcommittees: the Audit and Accounts Committee, the Nominating,Compensation and Corporate Governance Committee, andthe Innovation and Sustainable Growth Committee. The
committees play a role in reviewing and preparing certain
Board decisions and submit their opinions, proposals andrecommendations to the Board. Each committee’s role,organization and operating procedures are set out in theirrespective internal rules, as defined and approved by the
Board of Directors. The internal rules of each committee
state that:• the term of office of committee members corresponds totheir term of office as directors, although the Board of
Directors may modify the composition of the committees
at any time;• no committee member may be represented by anotherperson; and• each committee reports on its work to the Board of Directors
and presents an annual assessment of its operatingprocedures drawn up on the basis of the requirements of
its internal rules, as well as any suggestions for improving
its operating procedures.
With the exception of the directors who are paid a salary forthe duties they perform within the Company or one of its
subsidiaries, the committee members may only receive
compensation from the Company in respect of their term ofoffice as directors and members of a committee.

• at least two members must be present for a meeting of
the committees to be valid;

3.3.4.1 The Audit and Accounts Committee
Composition and operating procedures
At 31 December 2023, the Audit and Accounts Committee
was made up of five directors: Marie-Ange Debon (Chairman),Isabelle Boccon-Gibod (permanent representative of Fonds
Stratégique de Participations – FSP), Ilse Henne, Ian Hudson
and Séverin Cabannes.
All the members of this committee were qualified as
independent by the Board of Directors except for Isabelle
Boccon-Gibod(permanent
representativeof
FSP),
representing an independence rate of 80%.
In accordance with the AFEP-MEDEF Code, none of themembers of the Audit and Accounts Committee holds an
executive position within the Company. All of the membersof the Audit and Accounts Committee have financial or
accounting expertise and have also benefited from apresentation focusing on the Group’s accounting, financial
and operational specifics. For further details, see thebiographies of the committee members in section 3.2.1.3 ofthis chapter.
The Audit and Accounts Committee generally meets six times
a year, in particular to review the consolidated financial
statements. Two of these meetings are focused mainly oninternal control, and at least one meeting on non-financial
disclosures, with a review of the CSR reporting information
included in the management report (statement of non-financial
performance, duty of care plan and taxonomy-related reporting).
The committee meets at the request of its Chairman, two of
its members, or the Chairman of the Board of Directors. The
annual schedule of Audit and Accounts Committee meetings
is set by its Chairman during the prior year.
The Chief Financial Officer and the head of the Accounting
and Consolidation department attend all meetings. The statutory
auditors are invited to every meeting and subsequently give
their conclusions in the absence of the Company’s representatives.

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The committee also meets privately with the Internal Audit
and Internal Control Vice-President after the meetings thathe or she attends.
The Chairman and Chief Executive Officer does not take partin the meetings of the Audit and Accounts Committee.
Unless there is a reasoned decision to the contrary by the
Board of Directors, no Audit and Accounts Committee member
may be a member of the Audit and Accounts Committees ofmore than two other listed companies in France or abroad.
The Board also ensures that it does not appoint to thiscommittee a director from a company that has appointed
one of the Company’s directors to its own Audit andAccounts Committee.

Duties and activity of the Audit
and Accounts Committee
In order to enable the Company’s Board of Directors toensure the quality of internal control and the reliability of
information provided to shareholders and to the financial
markets, the Audit and Accounts Committee exercises theprerogatives of a specialized committee as defined underarticle L. 821-67 of the French Commercial Code. Due to theorder transposing the Corporate Sustainability Reporting
Directive (CSRD) coming into force, the internal rules of the
Audit and Accounts Committee were amended by the Boardof Directors on 28 February 2024 to include the committee's
duties in terms of sustainability, in particular oversight of thestatutory audit and the process of preparing sustainability
disclosures in accordance with the provisions of theaforementioned article.
The Audit and Accounts Committee met six times in 2023,
with an attendance rate of 97%.

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3

As part of the duties set out in its internal rules, the Audit and Accounts Committee was in charge of the following in 2023
in particular:
DutiesActivity of the Audit and Accounts Committee

Monitoring
the financial
and non-financial
information
preparation process

Recurring topics• review of the annual consolidated financial statements, the half-yearly and quarterly financial information andthe annual Company financial statements and forecasts prior to their consideration by the Board of Directors• assessment of the suitability and consistency of accounting principles and policies• review of the options and assumptions used in the preparation of the ﬁnancial statements• review of provisions• review of draft results press releases, particularly the accounting content• review of the Company’s management forecast documents• review of the impact of major transactions planned by the Group• review of liabilities related to pensions and similar benefits, off-balance sheet commitments (particularly themost significant new contracts) and derivative instruments• preparation and submission of reports as set out in the Internal Rules of the Board of Directors, including thedraft management report and draft Universal Registration Document• review of the non-financial information statement and the non-financial indicators contained therein, as part ofcertification by the independent third party• monitoring of key non-financial performance indicators, in particular GHG emissions and decarbonization projects• review of the Group’s cash and debt positions• review of the Group’s tax situation and tax strategy
Specific topics in 2023
• review of the 2022 report of the agreements assessment committee• review of the financial impacts of the Ashland performance adhesives and Permoseal acquisitions• monitoring of the main claims and disputes• monitoring of inflation in raw materials and energy prices and its impacts• review and analysis of non-financial reporting priorities for the coming years, in particular from 2024 onwards
in view of the CSRD directive coming into force• review of the Group’s carbon reduction trajectory and the energy efficiency projects in progress• review and analysis of Arkema’s situation with regard to the EU Taxonomy Regulation and its requirements for 2023
• integration of the AMF’s comments related to the 2022 Universal Registration Document• monitoring of internal control procedures and the integration of new subsidiaries into the system

Overseeing theefficiency ofinternal control andrisk management
systems

Recurring topics• review of financial and non-financial risks, particularly social and environmental risks (and those identified aspart of the Group's duty of care plan), and review of the risk map• review of internal control procedures• review of internal auditor work programs and their conclusions• assessment of the organization of delegations of authority• regular updates on developments of significant claims and disputes• preparation and submission of the section of the management report on internal control and risk management• review of the Group’s compliance situation (particularly in terms of anti-trust, embargoes, anti-corruption andduty of care)
Specific topics in 2023
• monitoring of internal control procedures and the integration of Ashland performance adhesives and Permoseal
adhesives into the system• analysis and assessment of the Group's main information systems• monitoring of cybersecurity and IT systems access security projects

Monitoring
relations withstatutory auditors
and their
independence

Recurring topics• oversight of the audit of the annual consolidated and Company financial statements by the statutory auditors• review of external auditor work programs and their conclusions• submission of recommendations on the appointment of the statutory auditors and their fees, in compliancewith independence requirements• review of compliance with all applicable laws and regulations when statutory auditors are commissioned toperform work other than auditing the financial statements• review of statutory auditors’ fees and declaration of independence and approval of permitted non-audit services

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In 2023, the Audit and Accounts Committee also followed theprocess for selecting the audit firms that will act as the Group’s
statutory auditors when the terms of office of the Group’s
current statutory auditors expire in 2024 and 2026. In
accordance with Regulation (EU) no. 537/2014 on specificrequirements regarding statutory audit of public-interest
entities, the Group has put in place a selection process basedon an invitation to tender, overseen by the Audit and Accounts
Committee. Assisted by the relevant Group departments, theAudit and Accounts Committee therefore drew up a tender
process that complies with the applicable legal requirements aswell as with the recommendations and opinions notably issued
by the Haut Conseil du Commissariat aux Comptes (“H3C” –France’s High Council of Statutory Auditors, now called theHaute autorité de l’audit, “H2A”) and the Committee ofEuropean Auditing Oversight Bodies. Following this selection
process, the committee recommended among other things thatthe Board of Directors put forward Ernst & Young Audit forreappointment at the annual general meeting called to approve
the financial statements for the year ended 31 December 2023.
Since the beginning of 2024, the Audit and Accounts
Committee has met once with an attendance rate of 100%. In
addition to recurring topics such as the review of the annual
consolidated and Company financial statements for 2023,

the meeting focused, among other things, on the review of
the allocation of profit and distribution of dividends for 2023
as well as the statutory auditors’ additional report to
the Audit and Accounts Committee for the year ended
31 December 2023, the non-financial information statement,
the taxonomy, and the progress report on the deployment of
the plan de vigilance (duty of care plan). As part of its new
sustainability duties, the Audit and Accounts Committee also
recommended the appointment of joint auditors responsible
for certifying sustainability disclosures, which will be submitted
to the annual general meeting of 15 May 2024 as per article
L. 821-40 of the French Commercial Code (for more details,
see the 11th and 12th resolutions in section 7.2.2 of thisdocument).
In accordance with the AFEP-MEDEF Code and its internal
rules, the assessment of the Audit and Accounts Committee’s
work in 2023 was carried out using a self-assessment
questionnaire. The 2023 assessment showed that the committee
members were very satisfied with meeting preparation andproceedings. For further details concerning the assessmentof the operating procedures of the Board of Directors and its
committees in 2023, see section 3.3.2.4 of this chapter.

3.3.4.2 The Nominating, Compensation and Corporate Governance Committee
Composition and operating procedures
As at 31 December 2023, the Nominating, Compensation andCorporate Governance Committee is made up of four directors:Thierry Pilenko (Chairman), Hélène Moreau-Leroy, Philippe Sauquet
and Nathalie Muracciole, a director representing employees who
only participates in the committee for compensation matters.
In accordance with the AFEP-MEDEF Code, none of its
members hold an executive position in the Company, andNathalie Muracciole, a director representing employees, is
not included when calculating the percentage of independent
directors on the committee. All the other members of thiscommittee were qualified as independent by the Board of
Directors, representing an independence rate of 100%.
The Nominating, Compensation and Corporate GovernanceCommittee generally meets three times a year. It meets at
the request of its Chairman, two of its members, or the
Chairman of the Board of Directors. The annual schedule ofthese meetings is set by the committee Chairman during theprior year.

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The Chairman and Chief Executive Officer attends the committee’s
meetings and is closely involved in its discussions on appointments,
governance issues and the compensation policy for Executive
Committee members. He also actively participates in the
preparation of succession plans, although this subject may
be discussed in his absence at the executive session of theBoard of Directors. He does not take part in the committee’s
discussions relating to him.

Duties and activity of the Nominating, Compensation
and Corporate Governance Committee
The Nominating, Compensation and Corporate GovernanceCommittee met four times in 2023 (with three of these meetings
containing an agenda item related to compensation), and theoverall attendance rate was 94%.

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3

As part of its duties, the Nominating, Compensation and Corporate Governance Committee was in charge of the following
in 2023 in particular:
DutiesActivity of the Nominating, Compensation and Corporate Governance Committee

Appointments

Recurring topics• submission to the Board of Directors of recommendations on the composition of the Board of Directors and its
committees after an in-depth examination of all the factors to be taken into account to ensure a balanced
composition of the Board• annual review and submission to the Board of Directors of the list of directors who can be considered
independent• annual review of the appointment process and succession plan for Executive Committee members, including
monitoring of talent management and the progress of the Group’s managers within the management bodies andsubmission of recommendations in this regard. Preparation of the succession plan for the Chairman and Chief
Executive Officer, notably in crisis situations• annual review of the Group’s policy regarding diversity (of gender, nationality and skills) within the Board of
Directors, management bodies and senior management, and validation of targets in this respect
Specific topics in 2023
• review and support of the proposed appointments of Florence Lambert and Séverin Cabannes as directors, andtheir proposed appointments as members of the Innovation and Sustainable Growth Committee and the Audit
and Accounts Committee respectively• review and support of the proposed reappointments of Hélène Moreau-Leroy and Ian Hudson as directors, andthe proposed continuation of Hélène Moreau-Leroy’s role as senior independent director and member of theNominating, Compensation and Corporate Governance Committee, and the proposed appointment of Ian Hudson
as Chairman of the Innovation and Sustainable Growth Committee• review and support of the proposed reappointment of Thierry Le Hénaff as a director, and the continuation of hisrole as Chairman and Chief Executive Officer during the new term of officeCompensation

Recurring topics• review of the compensation of the Company’s Executive Committee members, including any executive directors,
as well as their pension schemes, death/disability insurance and benefits in kind• recommendations and proposals to the Board of Directors on the Group’s policies on compensation, pension
schemes and death/disability insurance, benefits in kind, and allocations of performance shares• definition of the criteria, characteristics and beneficiaries of performance share plans, and acknowledgment of
the fulfillment of criteria• review of the principles for allocating compensation among members of the Board of Directors and the rules
governing their expense reimbursements• preparation and submission to the Board of Directors of the reports provided for in the internal rules and, moregenerally, any documents required under the applicable regulations

Corporate
governance

Recurring topics• review and analysis of the main changes to corporate governance principles and review of best practices• preparation of the annual assessment of the work of the Board of Directors and its committees• review of any conflicts of interest• review of any corporate governance or ethical issues referred by the Board of Directors or its Chairman forreview• review of the Business Conduct and Ethics Code and proposal of modifications when necessary• review of the draft Board of Directors’ report on corporate governance• review of feedback from governance roadshows• analysis of the annual reports of the AMF and the Haut Comité de Gouvernement d’Entreprise and of any newlaws and regulations relating to corporate governance• updating of the Board’s Internal Rules to reflect changes in the AFEP-MEDEF CodeSpecific topics in 2023
• proposal to update the Internal Rules of the Board of Directors into compliance with the updated AFEP-MEDEF
Code, published in December 2022

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Since the beginning of 2024, the Nominating, Compensation
and Corporate Governance Committee has met twice, withan attendance rate of 100%.
In addition to recurring topics such as the compensation of
the Chairman and Chief Executive Officer, non-executive
directors and the Executive Committee members, meetings
also focused on:• a review of and proposals for updating the internal rules of
the Audit and Accounts Committee in order to take into
account the entry into force of CSR regulations (notably
the CSRD directive);• the executive director’s compensation policy for the period
from 2024 to 2028 within the scope of his new term of office;In accordance with the AFEP-MEDEF Code and its internal
rules, the Nominating, Compensation and Corporate
Governance Committee conducts an annual self-assessmentof its work or commissions an external consultant toperform this assessment, every three years as a rule. As
consulting firm Spencer Stuart had assessed 2021 operatingprocedures in early 2022, the committee carried out anotherself-assessment for 2023 using a questionnaire. The
self‑assessment showed that the committee members werevery satisfied with meeting preparation and proceedings. For
further details concerning the assessment of the operatingprocedures of the Board of Directors and its committees
in 2023, see section 3.3.2.4 of this chapter.

• the directors’ compensation policy for the period from 2024
to 2028; and• the succession plan for the Chairman and Chief Executive Officer.

3.3.4.3 The Innovation and Sustainable Growth Committee
Composition and operating procedures
Since 11 May 2023, Florence Lambert joined the Innovationand Sustainable Growth Committee, and Ian Hudson took
over as Chairman, replacing Victoire de Margerie whose
directorship expired on that date.
At 31 December 2023, the Innovation and Sustainable GrowthCommittee, created in 2021, was therefore made up of five
directors: Ian Hudson (Chairman), Isabelle Boccon-Gibod(permanent representative of Fonds Stratégique de Participations),
Florence Lambert, Sébastien Moynot (permanent representativeof Bpifrance Investissement) and Susan Rimmer, director
representing employees.
In accordance with the AFEP-MEDEF Code, Susan Rimmer,
director representing employees, is not included whencalculating the percentage of independent directors on thecommittee, which therefore represented 50%.
When deciding on the composition of this committee, the Boardof Directors took care to select its members from directors
with considerable experience in innovation and sustainable
development. Key information on members’ experience inthese areas can be found in section 3.2.1.2 of this chapter.
Other information on members can be found in section 3.2.1.3of this chapter.
The Innovation and Sustainable Growth Committee meets atleast twice a year. It meets at the request of its Chairman,
two of its members, or the Chairman of the Board of Directors.
The annual schedule of these meetings is set by thecommittee Chairman during the prior year with one meetingin advance of the Board of Directors’ meeting on innovationand the sustainable growth strategy, and another in the
fourth quarter with a greater focus on environmental issues.
Its main points of contact in the Group are the head of R&D
and the Sustainable Development Vice-President, as well as
any manager within the Company who may have useful
information or opinions. The Chairman and Chief Executive
Officer may take part in the committee meetings as aninvited member.
The Secretary of the committee is the Strategy Executive
Vice-President.

Duties and activities of the Innovation and Sustainable Growth Committee
The Innovation and Sustainable Growth Committee met three times in 2023, with an attendance rate of 100%.
As part of its duties, the Innovation and Sustainable Growth Committee was in charge of the following in 2023 in particular:
DutiesActivity of the Innovation and Sustainable Growth Committee

Innovation

Recurring topics• review and assessment of the strategic policies and options implemented by the Group in terms of R&D, andproduct-, process- and service-related innovation and, as the case may be, acquisitions of additional
technologies• review of the competition’s positioning with respect to these matters and assessment of the Group’s ability tomeet the needs of customers and application markets• review of changes in the law, regulatory requirements and societal expectations liable to have an impact on theGroup’s business portfolio
Specific topics in 2023
• presentation of a partner customer's sustainable development roadmap

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Corporate gouvernanceCompensation and benefits awarded to executives and directors

DutiesActivity of the Innovation and Sustainable Growth Committee

Sustainable growth

Recurring topics• contribution to the full review of the Group’s ESG and non-financial challenges, together with the Audit andAccounts Committee and the Nominating, Compensation and Corporate Governance Committee. As part of thereview of the non-financial information statement, the Audit and Accounts Committee monitors the non financial
reporting process and the Innovation and Sustainable Growth Committee examines the selection andconsistency of the non-financial indicators• analysis of how proposed programs contribute to the Group’s objectives in terms of environmental footprint
reduction and climate action, participate in more efficient and responsible use of natural resources, and easethe circular economy• review of the Company’s commitments and, more generally, the risks and opportunities connected with climate change

3

Specific topics in 2023
• review and analysis of Arkema’s sustainable development communications• review and analysis of the Oléris product range• review of the Group’s CSR objectives and the contributions of its business lines• review and analysis of Sartomer’s CSR roadmap• review and analysis of the CSR roadmap of the 3D printing solutions business• review and analysis of requirements resulting from the CSRD and arrangements in place to apply these measures

Once a year, the committee also performs an in-depth
review of all the new quantitative and qualitative regulations
that will come into force in the coming years, in order toprepare the non-financial reporting requirements that will
result from them, and which are reviewed and analyzed by
the Audit and Accounts Committee, as well as the futureneeds in terms of innovation. The committee also reviews
the Group’s CSR objectives and how the various businesses
contribute to these.

In accordance with the AFEP-MEDEF Code and its internal rules,
the Innovation and Sustainable Growth Committee conducts
an annual self-assessment of its work or commissions anexternal consultant to perform this assessment, every three years
as a rule. As consulting firm Spencer Stuart had assessed 2021
operating procedures in early 2022, the committee carriedout a self-assessment for 2023 using a questionnaire. The
self-assessment showed that the committee members werevery satisfied with meeting preparation and proceedings. For
further details concerning the assessment of the operatingprocedures of the Board of Directors and its committees in
2023, see section 3.3.2.4 of this chapter.

3.4 Compensation and benefits awarded
to executives and directors
The following information is disclosed in application ofarticles L. 22-10-8 and L. 22-10-9 of the French Commercial
Code, the recommendations of the AFEP-MEDEF Code, therecommendations of the Haut Comité de Gouvernementd’Entreprise in its activity report of 27 November 2023, andAMF recommendation no. 2012-02 on corporate governanceand executive compensation in listed companies referring to
the AFEP-MEDEF Code – consolidated presentation of therecommendations contained in the AMF annual reports, as
published on 14 December 2023.
The compensation policy described in this section – fornon‑executive directors (i.e., excluding the Chairman andChief Executive Officer) in section 3.4.1, and for the executive
director in section 3.4.2 – will be submitted to theshareholders’ vote at the annual general meeting of
15 May 2024, under the 6th and 7th resolutions, respectively,in accordance with articles L. 225-98 and L. 22-10-32 of theFrench Commercial Code. For further details on thecorresponding resolutions, see section 7.2.2 of thisdocument. The policy will be published along with the resultsof the vote of the annual general meeting of 15 May 2024 on
the Company’s website at www.arkema.com.

Moreover, in accordance with the provisions of article
L. 22-10-34, I and II of the French Commercial Code, theinformation disclosed in sections 3.4.1.2 and 3.4.2.2 together
on one hand, and in section 3.4.2.2 of this chapter, on theother hand, will be submitted to the shareholders’ vote at
the annual general meeting of 15 May 2024, under the 8th
and 9th resolutions respectively. For further details on thecorresponding resolutions, see section 7.2.2 of this document.
The principles and rules for determining the compensation
and benefits awarded to directors and the executive officers,whether they are directors or not, of the Company are set
out by the Board of Directors based on recommendations of
the Nominating, Compensation and Corporate GovernanceCommittee.
As such, the compensation policy takes account of the social
interests of the Company and its subsidiaries, the expectationsof the shareholders, and the compensation and employment
conditions of the employees of the Company and its subsidiaries.
It contributes thus to the business strategy and sustainabilityof the Company and the Group.

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Corporate gouvernanceCompensation and benefits awarded to executives and directors

3.4.1 Compensation policy for non-executive directors
3.4.1.1 Compensation principles
Compensation policy applicable in 2023
The compensation of non-executive directors is reviewed
every four years, at the end of the Company’s Chairman andChief Executive Officer’s term of office as a director. It waslast reviewed and adopted at the annual general meeting of
19 May 2020. The annual general meeting of 19 May 2022 also
set the maximum annual amount of compensation that theBoard of Directors may allocate between its members andthose of the specialized committees at €900,000.
In line with the policy voted at the annual general meeting on
19 May 2020, the amount and the conditions of the allocationof this compensation applicable since 1 January 2021 for a
four-year period and consequently unchanged for 2023, wereas follows:• an annual fixed amount of €25,000 per director paid on a
pro rata basis in the event of a change during the year; and• a predominant variableattendance, as follows:amountbased

ondirectors’• €3,500 per director present at a Board of Directors’
meeting, except for exceptional meetings held byconference call and of a shorter duration for which thevariable amount is set at €1,750,

Compensation policy as of 2024
At its meeting of 28 February 2024, based on a proposal of
the Nominating, Compensation and Corporate GovernanceCommittee, and in compliance with Group policy on
preventing conflicts of interest between the directors andthe Company, the Board of Directors decided to keep the
maximum aggregate annual amount of directors' compensation
at €900,000. Then, on the basis of comparative analysis ofcompensation paid to directors of SBF120 companies by an
external firm specializing in compensation, the Board decided
to maintain the above allocation rules, with the exception of
the following changes from 2024 onwards:• an increase in variable compensation for attending
specialized committee meetings from €2,500 to €2,750 per
meeting, and• an increase in variable compensation for the Chairman
attending specialized committee meetings from €5,000 to€5,500 per meeting.

• €2,500 per director present at a specialized committee
meeting (excluding the chairman), except for exceptional
meetings held by conference call and of a shorter
duration for which the variable amount is set at €1,250, andWhen exceptional committee meetings are held by conference
call and are of a shorter duration, the variable portion shalltherefore be set at €1,375 per member in attendance and€2,750 for the Chairman.

• €5,000 per committee chairman present at a specializedcommittee meeting, except for exceptional meetings
held by conference call and of a shorter duration forwhich the variable amount is set at €2,500.

In view of the enhanced role of the senior independent director,
whose duties and contacts with investors’ corporate
governance teams have increased in recent years, the Board
also decided to increase the additional annual fixedcompensation she receives from €10,000 to €20,000.

The senior independent director received additional annual
fixed compensation of €10,000.
If this exceeds the maximum amount awarded for the year,
the Board of Directors will scale back the compensation tocomply with the overall limit.
In accordance with the recommendations of the AFEP-MEDEF
Code, these allocation rules take account of the directors’
membership of the Board of Directors and/or its committees,
and their effective participation in meetings, by making thevariable portion of their compensation predominant. The amounts
allocated are adapted to the level of liabilities entrusted todirectors and the time they must devote to their duties. The
compensation and employment conditions of the Company’s
employees are taken into account when analyzing theconsistency of the compensation structure as part of the

130

process of determining and revising the compensation policy.
Compensation is also designed to comply with Group policy
on preventing potential conflicts of interest between the
directors and the Company.

2023 Universal Registration Document

These compensation arrangements for directors (apart fromthe Chairman and Chief Executive Officer) take into accountthe social interest of the Company, and contribute to its
commercial strategy and sustainability and that of the Group,by allocating a predominant variable portion that iscontingent on directors’ attendance at meetings of the Boardof Directors or its committees, to ensure that they are fullycommitted to their duties.
The Chairman and Chief Executive Officer and directors
exercising executive functions within a Group company do
not receive any compensation for their duties as directors orcommittee members.

3

Corporate gouvernanceCompensation and benefits awarded to executives and directors

3.4.1.2 Implementation of compensation policy for 2023
In accordance with the compensation policy applicable in 2023 and set out in section 3.4.1.1 above, compensation awarded to
non-executive directors for 2023 amounted to €634,000 (compared with €650,250 for 2022), allocated as indicated in thefollowing table based on the attendance rates provided in section 3.3.2.3 of this chapter.

COMPENSATION RECEIVED BY NON-EXECUTIVE DIRECTORS (TABLE 3 OF AMF RECOMMENDATIONS)
2023

2022

Amounts
awardedAmounts
paid (1)Amounts
awardedAmounts
paid (1)

-

-

None

None

Isabelle Boccon-Gibod, permanent representative of FSP, director

70,25070,25072,00072,000

Séverin Cabannes (4), director

37,50022,750--(In euros)
Jean-Marc Bertrand, director representing shareholder employees (2) (3)Marie-Ange Debon, director

70,75070,75079,50074,500Ilse Henne, director

56,75062,75066,25066,25075,25072,75069,50069,500Ian Hudson, director
Alexandre de Juniac, director(5)

Florence Lambert (4), director
Victoire de Margerie, director

(6)

-

-

-

12,25036,00023,750--24,50039,25064,50064,500Laurent Mignon, director (6)19,50025,75040,75044,250

Hélène Moreau-Leroy, senior independent director

66,50066,50070,50070,500Sébastien Moynot, permanent representative of Bpifrance Investissement,
director (10)55,25060,50060,50038,750 (11)Nathalie Muracciole, director representing employees (3)

None

None

None

None

Nicolas Patalano, director representing shareholder employees(3) (7)

Thierry Pilenko, director (10)Susan Rimmer, director representing employees (3)Philippe Sauquet, director
TOTAL

None

None

None

None

65,25068,00068,00041,250 (11)

None

None

None

None

56,50056,50058,75056,250634,000

639,500 (8)650,250

610,000 (9) (11)(1) Amounts paid in 2022 and 2023 based on the payment arrangements chosen by each of the directors.
(2) Jean-Marc Bertrand’s term of office ended on 19 May 2022.
(3) Jean-Marc Bertrand, Nicolas Patalano, Nathalie Muracciole and Susan Rimmer do not receive any compensation in their capacity as directors.
(4) Florence Lambert and Séverin Cabannes have been directors of the Company since 11 May 2023.
(5) Alexandre de Juniac’s term of office ended on 9 November 2021.
(6) The terms of office of Victoire de Margerie and Laurent Mignon expired on 11 May 2023.
(7) Nicolas Patalano has been a director of the Company since 19 May 2022.
(8) This amount includes compensation paid to directors whose terms of office expired in 2022.
(9) This amount includes compensation paid to directors whose terms of office expired in 2021.
(10) Bpifrance Investissement, represented by Sébastien Moynot, and Thierry Pilenko have been directors of the Company since 20 May 2021.
(11) Certain amounts of directors’ compensation paid in 2022 have been corrected following a material error concerning the procedures for paying thiscompensation.

NicolasPatalano,
director
representing
employeeshareholders, and Nathalie Muracciole and Susan Rimmer,
directors representing employees, are paid a salary by
Arkema France in their capacity as employees. Ian Hudson,
director of Arkema International, also receives an expense

allowance in respect of this term of office. The othermembers of the Board of Directors (non-executive directors)
did not receive any other compensation or benefits from theCompany or any other Group entity in 2023.

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Corporate gouvernanceCompensation and benefits awarded to executives and directors

3.4.2 Compensation policy for executive directors
At the date of this document, the Chairman and Chief Executive Officer is the Company’s sole executive director.
The following diagram illustrates the discussion and decision processes used in order to determine and approve thecompensation policy for the executive director and its implementation.

3.4.2.1 Compensation principles
The policy and principles governing the compensation of the
Chairman and Chief Executive Officer are globally defined by
the Board of Directors at each renewal of his term of office,i.e., every four years, for the duration of his term of office, on
the recommendation of the Nominating, Compensation andCorporate Governance Committee, if necessary with theassistance of external consultants specialized in governanceand/or compensation, whose objectivity has been verified. The
Board of Directors conducts an overall assessment of the
Chairman and Chief Executive Officer’s compensation
package, as well as a detailed review of its components, toensure that the compensation package remains simple, easy
to understand, balanced and consistent. In particular, it ensuresthat the compensation policy is attractive and aligned with
the Group’s medium- and long-term strategic priorities andthat it reflects both the Group’s financial performance and the
Chairman and Chief Executive Officer’s individual performanceand responsibilities. It also takes account of the Chairman
and Chief Executive Officer’s role as founder of the Group.

1322023 Universal Registration Document

The Chairman and Chief Executive Officer does not take partin the discussions of the Nominating, Compensation andCorporate Governance Committee or those of the Board of
Directors concerning his compensation.
This compensation policy takes account of the social interestsof the Company and its subsidiaries, and contributes to theset up of the strategy and the strengthening of the Group, in
its various dimensions, and in particular commercial,industrial, R&D, financial and social aspects. It consequently
provides for an annual variable compensation which enables toincentivize, reward and remunerate the achievement of annual
financial targets, the contribution to the Group’s new
developments, the implementation of the strategy inparticular through major investment projects and theoperational management of the business which takes into
account the Group’s CSR challenges as well.

Corporate gouvernanceCompensation and benefits awarded to executives and directors

The compensation policy for the Chairman and Chief
Executive Officer aims to provide incentives and to secure
loyalty, in accordance with market practice for equivalent
positions in similar French and international chemicalcompanies and in French companies with similar market
capitalizations, and in order for the compensation structure
to be competitive and consistent with those of suchcompanies. The Board of Directors also takes account of thecompensation and employment conditions of the employeesof the Group, and in particular the equity ratios and theGroup’s earnings over the same period, as disclosed in
section 3.4.2.2 of this chapter. It also ensures that thiscompensation policy is consistent with the policy applicable
to all executives of the Group.

3

The compensation policy for the Chairman and Chief Executive
Officer, which was amended when Thierry Le Hénaff was
reappointed as director in 2020 in accordance with theprinciples set out above, was approved by the annual general
meeting of 19 May 2020 and confirmed without change every
year since, and for the last time by the annual general meetingof 11 May 2023 under the 10th resolution (voted with 93.5%), in
accordance with applicable legal requirements.

SUMMARY OF THE COMPENSATION PRINCIPLES FOR THE EXECUTIVE DIRECTOR
Components ofcompensation

Objective

Components excluded from compensation and limits

Annual fixedcompensation

Recognize and reward the responsibilities inherent
in the position of Chairman and Chief Executive
Officer and in the performance of his duties,
taking into account his experience and lengthof service within the Group, as well as theGroup’s scope and its operating environment.
It is determined based on the Group’s profile, trends
in employee compensation and benchmarking
against the compensation paid to corporate
executive officers of comparable industrial
companies and/or from the chemical sector.

Annual variable
compensation

Incentivize, recognize and reward
the achievement of annual financial
and non‑financial objectives in accordancewith the Group’s strategy and results.

Ceilings (1):• Target bonus: 120% of annual fixed compensation.
• Maximum bonus: 180% of annual fixed compensation.
No deferral of the allocation of variable compensationin the form of shares.
No claw-back clause.

Long-termcompensation:
performance shares

Incentivize and retain the executive director
by aligning his interests to those of the Groupand its shareholders.

Ceiling: 30,000 shares per year (up to 20% more in the eventof outperformance).

Pension benefits

Enable the executive director to build up a
supplementary pension, replacing the
supplementary defined benefit pension planthat has been closed since 2016.

20% of total annual compensation (fixed and variable).

Severance payment

In the event of forced departure, grant aseverance payment subject to performance
conditions assessed over the three years
preceding departure.

Capped at twice the annual fixed and variable
compensation (2).
Gradual reduction of the severance payment between 60 and
65 years old.
No severance payment due after 65 years old or in the eventof retirement at the same time as departure.

Non-compete benefit

In the event of departure, prevent theexecutive director from engaging in an activity
that competes with Arkema’s businesses,
either on his own behalf or on behalf ofanother company, for a period of one year.

Monthly benefit for a maximum period of one year, corresponding
to 100% of monthly compensation calculated by reference to fixedcompensation in the year of departure and the average of thelast two years of variable compensation paid prior to departure.
If simultaneously applied with the severance payment, thecumulative amount may not exceed two years of fixed andvariable compensation.

Other benefits• Company car• Executive officer
unemployment
insurance• Group personal risk
and healthinsurance plan

Provide social protection.

(1)

Ceilings approved at the annual general meeting of 19 May 2020 for the executive director’s term of office. Due to the Covid-19 pandemic, the effective
date was deferred until 1 January 2021 by decision of the Board of Directors and the Chairman and Chief Executive Officer.
(2) Capped at twice the annual fixed and variable compensation if combined with the non-compete benefit.

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Corporate gouvernanceCompensation and benefits awarded to executives and directors

In view of the expiration of the term of office of the Chairman
and Chief Executive Officer at the close of the annual general
meeting of 15 May 2024, the Board of Directors, at its meeting
held on 28 February 2024 – having announced on 8 November 2023
its decision to propose the renewal of Thierry Le Hénaff asdirector for a term of four years and stated its intention toreappoint him as Chairman and Chief Executive Officer, subject
to his reappointment as director – set the following new conditions
for his compensation. In accordance with the provisions ofarticles L. 22-10-9 and L. 22-10-34 I of the French Commercial Code,these conditions will be applicable subject to shareholders
approving the 7th resolution at the annual general meeting of
15 May 2024. For further details on the corresponding resolution,
see section 7.2.2 of this document.
On the recommendation of the Nominating, Compensation
and Governance Committee, after analysis of comparative
studies by firms specializing respectively in executive
compensation for one, and governance for the other, andafter taking account of the comments made by major
shareholders at the annual general meeting of 11 May 2023,
the perception survey conducted in the first half of 2023, as
well as the governance roadshows held in preparation for theannual general meeting of 15 May 2024 with investors
representing about 30% of the Company's share capital, andthose of proxy advisors, the Board of Directors unanimously
decided to maintain a compensation structure similar to that
adopted during the previous term of office and unchanged
since 19 May 2020. Accordingly, during the new term ofoffice, compensation paid to the Chairman and Chief
Executive Officer will continue to comprise the following threemain components: an annual fixed compensation, an annual
variable compensation linked to specific targets reflecting
the Group's performance over the year, and a long-termcompensation in the form of an annual allocation of shares
under the Group's annual performance share plan, entirely
subject to performance conditions assessed over a three-year
period. These three components will continue to account foraround 20%, 35% and 45% respectively of the total annual
remuneration package. They are divided in a balancedmanner between short- and long-term components, in linewith the compensation of the Group’s other executives andmanagerial staff. Most of them are also subject to achieving
precise, quantified and rigorous targets reflecting the Group's
financial and non-financial performance, consistent andaligned with the targets set for 2028 at the Capital Markets
Day on 27 September 2023.
The structure of the compensation of the Chairman andChief Executive Officer therefore supports the Company’s
development and long-term value creation, as well as ensuringthat the interests of the executive officer are aligned withthose of the shareholders and all stakeholders.
The component allowing for the build up of a supplementary
pension, paid since the termination of the supplementary
defined benefit pension scheme from which the Chairman
and Chief Executive Officer benefited until 2016, theseverance payment that may be granted in the event offorced departure and under the non-compete clause, as well
as all other benefits (unemployment insurance, group healthand welfare schemes and company car) included in thecompensation policy applicable to the Chairman and Chief
Executive Officer under his current term of office, will bemaintained, as will the discretionary powers of the Board of
Directors in the event of a new corporate officer being

1342023 Universal Registration Document

appointed or in exceptional circumstances, under the sameterms as those currently in force. This compensation policy
does not contain any claw-back clause.
After taking account of the performance of Arkema and its
Chairman and Chief Executive Officer during the current termof office, in particular:• the Group's value-creating transformation since 2020, inline with the strategy announced at the time, in particular• refocusing innovation and new business developments
on sustainability megatrends,• acquisition or strengthening of a portfolio of cutting-edge
technologies, providing a unique positioning in themarket,• progress made in attractive investment projects in higher
value-added product lines and the strengthening of thegeographical balance in favor of the United States andAsia, and• major M&A transactions with the sale of PMMA and theacquisitions of Ashland performance adhesives and PIAM;• improvement in the Group's financial performance, particularly
over the 2018-2023 period (compared to the previous
2012-2017 period), with sales up 33%, EBITDA up 50% and
EBITDA margin also up 12%;• strengthened CSR performance, with global improvementof Climate & Environment (Energy, GHG Emissions, Air,
Water) and Safety (accident and process incident rates)
indicators; and• strengthened view of the Group by customers, as an
employer brand, and by rating agencies and investors;
on the recommendation of the Nominating, Compensation
and Governance Committee, the Board of Directors also
unanimously decided on the following changes:• an increase in the annual gross fixed compensation paid to
the Chairman and Chief Executive Officer, unchanged since2020 with an effective date postponed until 1 January 2021
in the context of the Covid pandemic, from €1,000,000 to€1,150,000, corresponding to an average increase of 3.56%
per year over four years;• an increase in the proportion of quantifiable elements
taken into account in the qualitative assessment offinancial and operational management performance, withquantifiable elements now accounting for the majority ofthis criterion (compared with one third previously);• an increase in the number of performance shares allocatedannually to the Chairman and Chief Executive Officer as partof the Group's annual performance share plan, in conjunction
with the aforementioned raise in the annual fixed compensation.
This adjustment aims to maintain the balance of theoverall compensation structure emphasizing both variable
and long-term components. The new allocation will be
33,000 shares per year, up from the previous 30,000 shares,
which remained unchanged since 2016. This represents anannual increase of 1% over the period; keeping a fixed
number of shares each year notably helps mitigate theimpact of share price volatility and support sustained value
creation over time;Corporate gouvernanceCompensation and benefits awarded to executives and directors• an increase of the demanding character of the conditions
applicable for calculating the severance payment in theevent of forced departure, and the alignment of theobjectives of these conditions with those defined during
the 2023 Capital Markets Day as follows:• annual variable compensation: on average, the annual
variable compensation paid during the three years
preceding departure would have to be at least 80% of
the target variable amount (compared to the previous
75%);• TRIR: average TRIR (total recordable injury rate) over thethree years preceding the departure would have to beless than or equal to 1.1 accident per million hours
worked (compared to the previous 1.4), positioning
Arkema among the best in the industry; and• the operating cash flow conversion rate (defined as free
cash flow before capital expenditure (intangible andtangible investments) divided by EBITDA) must be equal
to or greater than 70%, in line with the Group’s financial
discipline. The operating cash flow conversion rate will
be determined using the average conversion rate for thethree years preceding the departure date.
In addition, the weighting of each of these conditions will
now be increased to 70% for the condition relating toannual variable compensation and 15% for each of theother two conditions.
These changes decided by the Board of Directors and presented
above were developed with the help of international firms
specializing in executive compensation and governance,
ensuring that the compensation policy is aligned with theGroup’s strategic and operational priorities in the short andlong-term, taking into account the economic, financial andnon-financial performance of the Group, as well as the
personal performance of the Chairman and CEO and his
responsibilities, and aiming for it to contribute to the businessstrategy, as well as to the sustainability of the Company and
the Group, thus ensuring respect for the social interest of
the Company.
A comparison with the level of fixed and variable
compensation of executives of companies included in thefollowing two panels was carried out in this context:• 15 French industrial companies listed on the CAC 40 and
Next 20 indexes: Alstom, Bouygues, Bureau Veritas, Eiffage,
Faurecia, Imerys, Legrand, Michelin, Rexel, Saint-Gobain,
Solvay/Syensqo, Technip Energies, Thalès, Valeo and Veolia
Environnement; this panel was defined taking into accountthe companies closest to Arkema in terms of market
capitalization and turnover; and• 8 international chemicals companies: AkzoNobel, Clariant,
Covestro, Evonik, Lanxess, Solvay/Syensqo, Umicore and Wacker.
On the basis of these peer groups, the new compensation
package for the Chairman and Chief Executive Officer has
been positioned at a competitive level in the context of his
reappointment for a further four years.
The above changes are described in greater detail in each of
the components of the Chairman and Chief Executive
Officer's compensation as shown below.
It is specified that the policy and principles set out in thissection have been defined for the position of Chairman andChief Executive Officer, as exercised at the date of this3

document and based on the current business scope of theGroup and the conditions for holding this position. Were the
Chairman and Chief Executive Officer to be replaced during
the year, for any reason whatsoever, the components andgeneral principles of this policy would continue to be applicable.
They may, however, be adjusted, in accordance with legal
requirements, to reflect the duties and responsibilities of the
new executive officer, as well as the circumstances in which
he/she took up office.
It should also be noted that the Chairman and Chief
Executive Officer is appointed for four years, that he may bedismissed as director at any time by an ordinary general
meeting, and that he may also be dismissed as Chairman andChief Executive Officer at any time by the Board of Directors.
Should the compensation policy referred to in this section
not be approved by the annual general meeting of 15 May 2024,
the compensation policy approved by the annual general
meeting of 11 May 2023 (10th resolution) will continue to apply
to the Chairman and Chief Executive Officer. For further
details on the corresponding items, see section 7.2.2 of the2022 Universal Registration Document.

Annual fixed compensation
In accordance with the AFEP-MEDEF Code, the annual fixedcompensation is reviewed each time the Chairman and Chief
Executive Officer’s term of office is renewed, i.e., once every
four years. It is set taking into account the Chairman andChief Executive Officer’s profile, experience, duties andresponsibilities, as well as any changes in the Group’s sizeand profile compared with during his previous term. In
addition, it is benchmarked against the compensation level ofchief executive officers of comparable French industrial
companies and/or companies from the chemical sector.
This annual fixed compensation was last modified when the
Chairman and Chief Executive Officer’s term of office as
director was renewed by the annual general meeting of
19 May 2020. It has amounted to one million euros(€1,000,000) per year since 1 January 2021, as the effective
date of the increase in compensation was deferred in thecontext of the Covid-19 pandemic.
In connection with the renewal of the Chairman and Chief
Executive Officer's term of office for a period of four years,
as proposed by the Board of Directors at the annual general
meeting of 15 May 2024, the Board of Directors has decided
to increase his gross annual fixed compensation to €1,150,000(one million one hundred and fifty thousand euros) per year,
corresponding to an average increase of 3.56% per year overfour years. This increase takes account of:• cumulative annual salary increases (both general and individual
increases) between 2020 and 2024 at Arkema France,
which represents 79% of the Group’s French workforce,corresponding to an increase of 15% during that period;• achievements of the Group and the changes in its profileand profitability over the current term of office. The key
figures in this regard are presented above and in section
3.2.2.1 of this chapter;• the ambitious strategic plan announced at the CapitalMarkets Day on 27 September 2023; and• the comparison with fixed compensation paid to senior
executives of companies in the above two peer groups.

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Corporate gouvernanceCompensation and benefits awarded to executives and directors

This increase, combined with the level of annual variable
compensation paid to the Chairman and Chief Executive Officer– which may reach the maximum of 180% of fixed annualcompensation – will place the Chairman and Chief Executive
Officer’s new compensation between the first quartile andthe median of the international sector peer group, andbetween the median and the third quartile of the French
peer group, for the duration of his new term of office.
The Board of Directors has also taken into account the evolution
and complexity of the role of Chairman and Chief Executive
Officer in the light of the company's transformation and the
difficult economic, geopolitical and regulatory environment inwhich it operates, as well as the fact that his compensation
is currently positioned at the lower end of the market for the
specific sector peer group.
The generally very positive comments received from the main
shareholders in the Rivel perception survey carried out in 2023
ahead of the Capital Markets Day, at governance roadshows
and after annual general meetings each year, were also taken
into account.

Annual variable compensation
Annual variable compensation is determined taking into
account the achievement of specific, precise and demanding
quantitative and qualitative targets aligned with the Group’s
strategy and priorities. These targets are set on an annual
basis by the Board of Directors on a proposal of the Nominating,Compensation and Corporate Governance Committee. They
are consistent with those defined for Executive Committee
members and the Group’s other executives. The amount ofvariable compensation is determined by the Board of
Directors, on recommendations of the Nominating, Compensation
and Corporate Governance Committee, after the closing of
the year to which the compensation applies. For the quantitative
targets, this assessment is based on pre-defined financial
indicators and other figures at 31 December. Qualitative targets– which are also pre-defined – are assessed on the basis of
the concrete financial and non-financial achievements of the
Chairman and Chief Executive Officer. The achievement rate
for these targets is communicated, criterion by criterion, atthe end of the Board of Directors’ meeting held to review theperformance of the Chairman and Chief Executive Officer.
Outperformance on one criterion may not compensate forunderperformance on another.
In accordance with the compensation policy approved by theannual general meeting each year since the meeting of
19 May 2020, annual variable compensation may reach up to
180% of annual fixed compensation. The Board of Directors
has decided to maintain this range for the Chairman andChief Executive Officer's new term of office, which will be
submitted to the annual general meeting of 15 May 2024.
The criteria used remain as follows:• three quantitative criteria for an overall target weighting of
90% and up to a maximum of 135% of annual fixedcompensation (representing 75% of the criteria used todetermine the variable compensation):• EBITDA, for an overall target weighting of 30% and up toa maximum of 45% of annual fixed compensation, whichaligns the compensation of the Chairman and Chief
Executive Officer with the annual financial performanceof the Group and in particular rewards the success of theactions undertaken, the ability to adapt to changing
market conditions and, more generally, the goodmanagement of the Group by the Chairman and Chief
Executive Officer,

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2023 Universal Registration Document• recurring cash flow, for an overall target weighting of 30%
and up to a maximum of 45% of annual fixed compensation,
which rewards the Group’s ability to generate thenecessary cash flow to finance its strategic ambitions
and in particular its capital expenditure plans, acquisition
program and dividend policy while maintaining a solidbalance sheet, and• contribution of new developments to the Group’s results,
for an overall target weighting of 30% and up to a
maximum of 45% of annual fixed compensation, which
promotes innovation, the development of new customers
and the launch of new applications, as well as thecompletion of major investment projects in line with theGroup’s targeted growth strategy;
It should be noted that although the targets to be met are
set out in detail and quantified on an annual basis, the amounts
involved are not disclosed for confidentiality purposes, inparticular with regard to competitors. However, the Group
does disclose the achievement rates for each criterion
every year;
as well as,• qualitative criteria for an overall target weighting of 30%
and up to a maximum of 45% of annual fixedcompensation (representing 25% of the criteria used todetermine the variable compensation). These criteria,
which are set precisely by the Board of Directors each year,
arelinkedtotheGroup’s
priorities,
including
implementation of the Group’s long-term strategy and its
main priorities by the Chairman and Chief Executive Officer
for one half and financial and operational management of
the Group for the other half. For the latter half, since 2023,
and as part of the new compensation policy for the
Chairman and Chief Executive Officer submitted to theannual general meeting of 15 May 2024, the majority of thecomponents are quantifiable, with precise targets set(compared with one third previously). These criteria include
non-financial criteria, some of which are quantitative, inline with the Company’s CSR roadmap and its 2030 targets,the monitoring of which is set out in detail in section 4.1.4of this document.
The various financial indicators used to measure fulfillmentof the performance criteria are based on the annual consolidated
financial statements published by Arkema in accordance with
the international financial reporting standards (IFRS) applicableat the date on which the Board of Directors approved anddefined the performance criteria.
For 2024, concerning the qualitative criteria of the annual
variable compensation, the Board of Directors will focus inparticular on:• in terms of long-term strategy: the continuation of theGroup’s profile transformation in accordance with the 2028
strategy published at the CMD in September 2023, focusing
on innovation areas targeting major sustainable development
themes (new energies, advanced electronics, bio-based
and recycled polymers, additives integrated into solutions
that contribute to the energy transition, high-performanceadhesives and sealants, pressure sensitive adhesives, medical
applications, low-carbon HF integration in the UnitedStates, etc.), with the consolidation of industrial start-ups
or progress in Singapore, at Nutrien, in Calvert-City, Changshu
and Beaumont, the progression of the One Arkema concept
around accelerator markets and key technologies, theintegration and development of PIAM, the continuation ofsynergies from Ashland’s adhesives, the confirmation of
the battery plan in the United States; andCorporate gouvernanceCompensation and benefits awarded to executives and directors• in terms of operational management of the company (witha majority of quantifiable elements): the consolidation of
the safety and environmental performance in line with thevarious 2030 targets and the implementation of the SBTiapproved carbon trajectory, the monitoring and optimizationof new business developments, the dynamic pricing
management in a context of evolving raw materials, theimplementation of new legal and regulatory provisions,particularly environmental ones, the continuation of talentmanagement on a global scale and medium-term succession
plans for key executives, as well as strict control of fixedand variable costs, capex and working capital within the
allocated budgets.
In accordance with the provisions of article L. 22-10-8 of theFrench Commercial Code, the payment of this annual variable
compensation is subject to the approval by the annual general
meeting of the Chairman and Chief Executive Officer’s
compensation components in accordance with the conditions
provided for under articles L. 225-100 and L. 22-10-34 of
said code.
The proposed allocation of fixed and variable compensation(based on maximum annual variable compensation) for 2024
would be as follows, subject to approval by shareholders at
the annual general meeting:3

duties and responsibilities and changes in the Group’s sizeand profile and its proportion of the total compensation of
the Chairman and Chief Executive Officer. Keeping a fixed
number of shares each year helps mitigate the impact ofshare price volatility and support sustainable value creation
over time.
Accordingly, with a view to the reappointment of the
Chairman and Chief Executive Officer, the Board of Directors
has decided to increase the number of shares awarded tohim each year under the Group's annual performance shareplan to 33,000 (compared with 30,000 previously andunchanged since 2016, i.e. two terms of office),
corresponding to an increase of 1% per year over this period.
This increase enables to maintain a balanced overall
compensation structure for the Chairman and Chief
Executive Officer, which favors the variable and long-term
component. Based on the fair value of Arkema shares at thetime of the 2023 share award, and a maximum shareallocation of 120%, this new allotment corresponds to around
85% of the annual base salary (fixed compensation +maximum variable compensation), reflecting a long-termview still corresponding to around 45% of the overall package.
In accordance with the law, the AFEP-MEDEF Code and therules applicable within the Group:• performance shares awarded to the Chairman and Chief
Executive Officer only vest subject to a condition of presence
and to performance conditions assessed over a period of
three years, which is followed by a two-year holding period,i.e., a total vesting-holding period of five years;• the shares awarded to the Chairman and Chief Executive
Officer as part of annual performance share plans may notexceed 10% of all shares awarded in any one year under
any annual performance share plan;• the Chairman and Chief Executive Officer is required toretain a number of Arkema shares – either granted orotherwise acquired – equivalent to 250% of his grossannual fixed compensation. As of the date of thisdocument, the Chairman and Chief Executive Officer holds
400,699 shares, well above the required percentage andallowing for full alignment of his interests with those of
the Group and its shareholders;Long-term compensation: performance shares
Like a number of Group employees, the Chairman and Chief
Executive Officer receives an annual award of performance
shares that directly links a significant portion of hiscompensation to the long-term performance of the Company
and the Group and helps to align his interests with the bestinterests of the Company and its subsidiaries and theinterests of shareholders.
The number of shares allocated each year is reviewed every
time the Chairman and Chief Executive Officer’s term ofoffice is renewed, i.e., once every four years, as part of theoverall review of his compensation structure. The award
comprises a fixed number of shares per performance shareplan set for the duration of his term of office, taking into
account, as for the annual fixed compensation, the grantee’s• in the event of forced departure, and excluding cases of
dismissal for serious or gross misconduct or resignation,
the Chairman and Chief Executive Officer will continue tobe entitled to the shares awarded at the date of terminationof his duties and which have not vested on that date – inprinciple on a pro rata basis – based on a reasoned decisionof the Board of Directors. The vesting rate will be subject
to fulfillment of the performance conditions set out in theplans concerned. Under no circumstances may the Board
decide to accelerate the vesting of the said shares; and• in the event of retirement, like all beneficiaries of performance
shares within the Group and in accordance with the rules
for Arkema's share grant plans, the Chairman and Chief
Executive Officer will remain entitled to all the unvested
shares allocated to him at the date of his departure. The
final allocation remains subject to the performance
conditions set out in the plans concerned being met.

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In line with the Group’s long-term objectives for 2028, announced
during the Capital Markets Days on 27 September 2023, andin accordance with the share-based compensation policy
approved by the annual general meeting of 19 May 2022 aspart of the renewal of the authorization granted to the Boardof Directors to award performance shares, the Board of
Directors decided that, for the 2023 plan, the performance
conditions, assessed over a three-year period, will be as follows:• EBITDA margin of the Group;• operating cash conversion rate;• the comparative Total Shareholder Return (TSR), which
compares Arkema’s share price performance with theaverage of the following three aggregates: the median TSRof a group of peers, the MSCI European Chemicals Index(including dividends) and the CAC 40 (including dividends).
This criterion helps align even more closely the interests ofbeneficiaries with those of shareholders. The compositionof the peer group is verified each year by the Board of
Directors and may evolve to take account of changes in thecompetitive landscape;• return on average capital employed of the Group, whichhelps assess the profitability of investments made within
the Group and therefore the Group’s discipline in selecting
its investments and using its resources, as well as its
ability to create value over the long term; and• CSR performance, which confirms the importance given by
the Group to its social commitments, particularly in termsof the climate, process safety, the circular economy anddiversity.
The previous 25% weighting of the CSR criterion was increasedin the 2023 plan in order to improve alignment with theGroup’s CSR commitments. The weighting of all these criteria
is now as follows: CSR performance accounts for 30%, TSR
and ROACE account for 15% each, and the other two criteriafor 20% each.
The performance criteria for the vesting of the performance
shares awarded to the Chairman and Chief Executive Officer
are thus fully aligned with the Group’s long-term objectives,
including the Group’s social and environmental strategy.
Taking into account all five criteria and the reward foroutperformance if the Group significantly exceeds its targets,the overall vesting rate may represent up to a maximum of
120% of the initial award in order to reward outperformance
more effectively. However, when the rate of achievement of twoof the criteria is strictly below 50%, the award rate for eachother criterion is capped at 100%.
The targets set for these criteria are fully consistent with themedium and long-term targets announced to the financial market
and are similar to the internal targets, notably as regards thecompensation of senior executives. Those determined forthe 2023 performance share plan are presented by way of
example in section 3.5.1 of this chapter.
In accordance with the recommendations of the AFEP-MEDEF
Code, each year the Chairman and Chief Executive Officer
formally undertakes not to use any financial instruments tohedge the risk of losses on the performance shares that hehas been awarded by the Company during his term of officeas Chairman and Chief Executive Officer and as long as heremains in office. Furthermore, in accordance with the law
and the AFEP-MEDEF Code, the Chairman and Chief Executive
Officer is subject to an additional requirement to retain theshares awarded.

Pension benefits
Since June 2016, when the supplementary defined benefit pension
scheme governed by article L. 137-11 of the French Social
Security Code (Code de la sécurité sociale), from which the
Chairman and Chief Executive Officer had benefited, wasterminated, Thierry Le Hénaff has received an additional
monthly payment corresponding to 20% of his total fixed andvariable compensation for the year concerned, to enable him
to build up his supplementary retirement benefits year afteryear. The Board of Directors has therefore decided tomaintain this payment during the new term of office. Thierry
Le Hénaff has committed to invest this amount, net of any
contributions and tax, in savings vehicles dedicated tofinancing his supplementary retirement benefits.

Severance payment
A severance payment will be due to the Chairman and Chief
Executive Officer in the event of his forced departure, regardlessof the form this departure takes and notably in the event of removal
before the end of his term of office due to a change in control
or strategy. It is not due in the event of non-renewal of his termof office, serious misconduct (i.e., willful wrongdoing thatprevents him from continuing as a corporate officer) or grossmisconduct (i.e., willful wrongdoing committed with intent toharm the Company) nor in the event of resignation. The
severance payment shall not exceed twice his total annual
gross fixed and variable compensation. The calculation basewould correspond to the fixed annual compensation for the year
in which he was forced to step down and the average of the last
two years of variable compensation paid prior to his departure.
On the occasion of reappointment of the Chairman and Chief
Executive Officer, the Board of Directors decided to change
the method for calculating the amount of severance
payment, which is subject to three conditions consistent
with the targets set for 2028, by increasing the requirementsof these conditions and adjusting the weighting of eachcondition for the duration of his term of office, as follows:• annual variable compensation: on average, the annual variable
compensation paid during the three years preceding departurewould have to be at least 80% of the target variable amount; and• TRIR: average TRIR (total recordable injury rate) over thethree years preceding departure would have to be lessthan or equal to 1.1 accidents per million hours worked,
positioning Arkema among the best of the industry; and• the operating cash flow conversion rate, whichcorresponds to free cash flow before capex (tangible andintangible investments) divided by EBITDA, must be equal toor greater than 70%. The operating cash flow conversion
rates will be determined using the average conversion rate
for the three years preceding the departure date.
The weighting of each of these conditions will now be 70%
for the annual variable portion and 15% for each of the othertwo conditions.
In accordance with the AFEP-MEDEF Code’s recommendations
concerning the accumulation of the severance payment andsupplementary pension benefits, the severance payment that would
be payable beyond the age of 60 will be reduced as follows:• 18 months of total annual gross compensation (fixed andvariable) in the event of departure beyond the age of 60; and• 12 months of total annual gross compensation (fixed andvariable) in the event of departure beyond the age of
62 years and 6 months.
No compensation would be paid in the event of departurebeyond the age of 65.

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Corporate gouvernanceCompensation and benefits awarded to executives and directors

Non-compete clause

Exceptional compensation

In view of Thierry Le Hénaff’s in-depth knowledge of thechemicals sector and the new challenges he faces relating tocorporate social responsibility, the Board of Directors
continues to believe that on the occasion of his
reappointment, it is in the interests of Arkema and its
shareholders that he be subject to a non-compete clause, in
accordance with the legal provisions and recommendationsof the AFEP-MEDEF Code. Under this clause, in the event oftermination of his office as Chairman and Chief Executive
Officer, for whatever reason, he will be bound by a non‑compete
obligation, limited to a period of one year from the effective
date of termination.

Should a new executive director be appointed following an
external recruitment process, the Board of Directors may, if
necessary, in accordance with the provisions of the AFEP-MEDEF
Code and on recommendations of the Nominating, Compensation
and Corporate Governance Committee, decide to grant him/her
exceptional compensation, mainly in the form of long-termcompensation subject to performance conditions andarrangements that guarantee his/her attachment to the Company,in order to compensate him/her for any compensation lost as
a result of accepting this new position. If this were tohappen, the Company would disclose precise information
concerning the amount and form of this compensation.

The purpose of this non-compete clause, implemented in 2020
and approved by the annual general meeting each subsequent
year, is to prohibit Thierry Le Hénaff, in consideration of anindemnity to be paid to him under the conditions set out
below, for a period of one year from the effective date of
termination of office, from engaging, directly or indirectly, inan activity that competes with Arkema’s businesses, either
on his own behalf or on behalf of another company. An activity
that competes with Arkema’s businesses means any specialty
chemicals activity carried on in the same geographic regions andsectors as those of the Group when the term of office ends.
In consideration of the non-compete undertaking, andthroughout the term of the agreement, Thierry Le Hénaff will
receive a monthly indemnity equal to 100% of his monthly
compensation calculated based on the sum of his fixedcompensation for the year in which his term of office ended
and the average of his annual variable compensation paid forthe last two years prior to the effective termination date. A
monthly payment will be made throughout the period of thisnon-compete agreement.
Any breach of this non-compete obligation will requireThierry Le Hénaff to repay the monthly indemnities he has
already received and the Company will no longer be liable to
pay the remaining indemnities through to the end of the
one‑year period.
The Board of Directors may decide to waive this non‑competeclause up to the effective date of termination of Thierry
Le Hénaff’s office at the latest. In such an event, he would nolonger be bound by the constraints of the non‑compete clausereferred to above and the Company would be released fromany commitment to pay him a non‑compete compensation.
It should be noted that Thierry Le Hénaff will only be entitledto this indemnity if his departure is not concomitant with hisretirement. Moreover, Thierry Le Hénaff will not be entitledto the indemnity once he reaches the age of 65. In these twocases, Thierry Le Hénaff will be released from his obligations.
Lastly, in accordance with the recommendations of the
AFEP-MEDEF Code, in the event of the simultaneous
application of the severance payment and the non-competecompensation, the cumulative amount of these indemnities
will not exceed two years of fixed and variable compensation(as defined above).

Other benefits
The Chairman and Chief Executive Officer has the use of acompany car and is covered by corporate officer
unemployment insurance.
He is also covered by the same Group personal risk andhealth insurance plan as all Company employees.

3

The Boards’ discretionary powers in caseof exceptional circumstances
On recommendation of the Nominating, Compensation andCorporate Governance Committee, since 2021, the Board of
Directors has decided that it shall have the option of amending
certain performance criteria related to the Chairman andChief Executive Officer’s annual variable compensation or to
his long-term compensation in the form of performance
shares, and/or of increasing or decreasing one or several of
the parameters attached to these criteria (weighting, trigger
thresholds, objectives, targets, etc.), half of the qualitative
criteria must in any event be related to the implementationby the Chairman and Chief Executive Officer of the Group’s
long-term strategy and its main priorities, and the other half
to the Group’s operational management, the non-financial
performance being included in these criteria.
This option may be used by the Board of Directors only in theevent of exceptional circumstances outside of Arkema’s control,
not taken into account by the criteria or parameters initiallyset out in this policy for annual variable compensation or
long-term compensation in the form of performance shares,that would have a significant impact on the company’s
performance, and which were unforeseeable at the time theBoard approved this policy with a view to presenting it to theannual general meeting (including any new development in
the Covid-19 crisis displaying these characteristics).
In any event, any such amendments or changes shall not
result in the modification of the maximum weighting of thequantitative component of the annual variable compensationand the maximum weighting of its qualitative component, nor
increase the maximum number of shares that could vest
under the annual performance share plans.
These amendments or changes shall only be made for the
purpose of reflecting more accurately the Chairman andChief Executive Officer’s effective performance in light of thecircumstances that led to this option being exercised inapplying the compensation policy. In this respect, the Boardof Directors shall be especially careful to ensure that any
such changes be fully correlated to the Group’s performancein light of the circumstances, to the benefits accruing toshareholders and to the situation of all stakeholders.
The Board of Directors shall make its decision on therecommendation of the Nominating, Compensation andCorporate Governance Committee, and any use of this option
must be justified in terms of the related circumstances andalignment with shareholders’ interests. Any use of thisdiscretionary option, which does not constitute a departurefrom the remuneration policy within the meaning ofarticle L. 22-10-8 III paragraph 2 of the French Commercial
Code, will be made public by the Board.

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SUMMARY OF THE EXECUTIVE DIRECTOR’S COMPENSATION PROPOSED TO THE SHAREHOLDERS
AT THE 2024 ANNUAL GENERAL MEETING
Components of compensation

Proposed new compensation package

Annual fixed compensation€1,150,000

Annual variable compensation• Target bonus: 120% of annual fixed compensation.
• Maximum bonus: 180% of annual fixed compensation.

Deferred variable compensation

N/A

Exceptional compensation

N/A

Directors' compensation

N/A

Stock options

N/A

Long-term compensation: performance shares Ceiling: 33,000 shares per year (up to 20% more in the event of outperformance).
Other long-term compensation

N/A

Pension

20% of total annual compensation (fixed and variable).

Benefits in kindCompany car

Severance payment

Capped at twice the annual fixed and variable compensation.
Gradual reduction of the severance payment between 60 and 65 years old. No
severance payment due after 65 years old or in the event of retirement at the sametime as departure.

Non-compete clause

100% of the monthly compensation calculated on the basis of the sum of the fixedcompensation for the year of departure and the average of the annual variable
compensation paid for the two years prior to departure (for a maximum of one year).

Executive officer unemployment insuranceYes

3.4.2.2 Implementation of the compensation policy for 2023
The Chairman and Chief Executive Officer’s total compensationfor 2023 was determined in accordance with the compensation
policy approved at the annual general meeting of 19 May 2020.
Its effective date was then deferred to 1 January 2021 andconfirmed at the annual general meeting of 11 May 2023
(10th resolution). A significant portion of this compensation is
subject to the achievement of quantitative, quantifiable andqualitative targets in line with the Company’s strategy, thereby
contributing to the Company’s long-term performance. The
achievement of these targets was duly noted by the Board of
Directors at its meeting of 28 February 2024. The performance
criteria are applied in accordance with the methodology describedin section 3.4.2.1 of the 2022 Universal Registration Document.
The Chairman and Chief Executive Officer does not receive
compensation from any company included in Arkema’s scopeof consolidation within the meaning of article L. 233-16 of
the French Commercial Code.

Equity ratios between the compensationof the Chairman and Chief Executive Officer
and the average and median compensationof the Company’s employees• the Chairman and Chief Executive Officer’s compensationconsists of the following items (1): his fixed compensation,
its variable compensation paid during the year (due inrespect of the previous year), employer’s contributions, all
exceptional compensation, and any benefits in kind andperformance shares. It includes all components ofcompensation paid or awarded during the year; and• insofar as the Company does not have a significant numberof employees, the scope of comparison used comprises theCompany, Arkema France and Bostik SA, which together
accounted for 93% of the Group’s French workforce at
end-2023 and for 2019 to 2023.
The following table presents the results of calculations forthe scope of comparison, as well as for the Company, which
in principle is the only Group entity covered by the legal
requirement. These ratios cannot be monitored at global
Group level due to structural pay differences between
countries where the Group operates and has employees.

Equity ratios were calculated based on the compensation
multiples guidelines updated by AFEP in February 2021, andbased on the following elements:• employees’ compensation consists of the sum of grosscompensation, employer’s contributions, employee savings
schemes (profit-sharing and matching contributions) andperformance shares. It concerns all compensation paid orawarded during the year;

(1)

140

For further details about the various components of compensation paid or awarded and their amounts, see sections 3.4.2.2 of thisdocument and the 2019, 2020, 2021 and 2022 Universal Registration Documents.

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TABLE OF RATIOS REQUIRED BY ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE
2023

2022

2021

2020

2019

0.5%

14%

17%

-9%

-3%

% change in the average compensation of employees

2%

3%

4%

6%

-3%

Ratio compared with the average compensation of employees

4

4

3

3

4

% change in the ratio compared with previous year

0%

33%

0%

-25%

0%

Ratio compared with the median compensation of employees

4

4

3

3

3

% change in the ratio compared with previous year

0%

33%

0%

0%

0%

% in the average compensation of employees

1.8%

1.5%

1.9%

1.9%

0.3%

Ratio compared with the average compensation of employees

62

63

56

49

54

% change in the ratio compared with previous year

-1%

13%

14%

-9%

-4%

% change in the compensation of Thierry Le Hénaff,
Chairman and Chief Executive Officer
INFORMATION BASED ON THE SCOPE OF THE LISTED COMPANYINFORMATION BASED ON THE ENLARGED SCOPE*

Ratio compared with the median compensation of employees

74

75

67

58

64

% change in the ratio compared with previous year

-2%

12%

16%

-9%

-3%

PERFORMANCE OF THE COMPANYFree cash flow (in €m)% change compared with previous year

625

784

479

651

667

-20.3%

63.7%-26.4%

-2.4%

33.7%

418

965

1,309

332

543

% change compared with previous year

-56.7%-26.3%

294.3%-38.9%-23.2%Net dividend per share paid in respect of year N (in €)3.50**

3.40

3.00

2.50

2.20

3.0%

13.3%

20.0%

13.6%

-12.0%Net income – Group share (in €m)% change compared with previous year

* 2023, 2022, 2021, 2020 and 2019: Arkema, Arkema France and Bostik SA.
** Dividend subject to approval at the annual general meeting of the Company’s shareholders on 15 May 2024 (3rd resolution). For further details, seesection 7.2.2 of this document.

Performance shares – which only vest upon achievement ofdemanding performance criteria – have a material impact on
the value of multiples. By way of illustration, excluding
performance shares at “fair value” in accordance with IFRS 2
would result in multiples of 49 (median) and 43 (average)for 2023.
Between 2019 and 2023, the compensation of the Chairman
and Chief Executive Officer, comprising the fixed portion, thevariable portion and performance shares, increased by 4% a
year on average.
Over the same period, at Arkema France – which represents
79% of the Group’s French workforce – annual salarymeasures (both general and individual increases) corresponded
to an increase of almost 15%.
In accordance with articles L. 22-10-34, II and L. 22-10-9, I of
the French Commercial Code, the information provided inthis section and in section 3.4.1.2 above is subject to theapproval of the Company’s shareholders at the annual
general meeting of 15 May 2024 (8th resolution). For further
details on the corresponding resolution, see section 7.2.2 ofthis document.

Components of the compensation due or awarded
to the Chairman and Chief Executive Officer
for 2023 submitted to a shareholder voteIn accordance with the provisions of article L. 22-10-34, II of
the French Commercial Code, the components of compensationdue or awarded to Thierry Le Hénaff, Chairman and Chief
Executive Officer of the Company, for the year ended
31 December 2023, as stated below, is submitted to theshareholders’ vote at the annual general meeting of 15 May 2024
(9th resolution).
In 2023, annual fixed compensation amounted to €1,000,000
and, as in 2022, the maximum achievable amount of annual
variable compensation was 180% of annual fixed compensation,in compliance with the compensation policy approved by theannual general meeting of 19 May 2020 and confirmed by theannual general meeting of 11 May 2023.

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Amounts paid
during 2023

Amounts
awarded forthe 2023
financial year
or accounting
valuation

Fixedcompensation€1,000,000€1,000,000

In the context of the reappointment of Thierry Le Hénaff as director, approved at theannual general meeting of 19 May 2020, his annual fixed compensation was set at€1,000,000 per year as of 1 January 2021 for the duration of his term of office.

Annual variable
compensation€1,791,000€1,481,800

The maximum achievable amount of variable compensation due in respect of 2023
was 180% of annual fixed compensation. The Board of Directors set the amount ofvariable compensation due in respect of 2023 based on the achievement of specific,
precise and demanding quantitative and qualitative targets approved by the Board of
Directors at its meeting on 22 February 2023, as follows:• concerning the three quantitative criteria related to the Group’s financial performance,
the achievement rates in relation to the maximum of each sub‑criterion were as
follows:• 50.11% for the EBITDA criterion, for which the average maximum weighting is 45%,
and which reached €1,501 million in 2023, in line with the guidance of between€1.5 billion and €1.6 billion as communicated to the market in February 2023
upon publication of the 2022 annual results and tightened to around €1.5 billion
upon publication of third-quarter results, in a complex and demanding operating
environment marked by significant destocking and lower underlying demand. This
good performance reflects once more the Group's ability to adjust rapidly tovolatile environments, maintain margins in a context of lower raw materials andweak demand and to temporarily adjust its cost base;• 100% for the recurring cash flow criterion, for which the average maximum
weighting represents 45%. Recurring cash flow in 2023 reached the high level of€761 million (free cash flow adjusted for exceptional capex and non-recurring
items), leading to an EBITDA to cash conversion rate of 50.7%, well above theyear’s target of 40%. This achievement reflects the Group's operating
performance and, in a context of low activity, the strict and dynamic
management of working capital, which represented 13.1% of Group sales(excluding PIAM) at end-December 2023. Net debt, which includes the payment
for the acquisition of a majority stake in PIAM on 1 December 2023, remained wellcontrolled at €2,930 million (including hybrid bonds), representing 1.95 x 2023
EBITDA;• 85.84% for the new developments criterion, for which the average maximum
weighting represents 45%. The Board of Directors took into account in its calculation,
as it does every year, the commercial successes of the main innovation platforms,
assessed using a tracking table by Business Unit and segment, the evolution of
the margin on variable costs of various products, applications or markets, thegreat majority of which being pre-defined, the development of new customers
also targeted, and the growth in emerging geographies. For 2023, the Board notedin particular the following examples of moresignificant developments:
high‑performance sealants and adhesives, structural adhesives for industry, newranges of adhesives for professionals and DIY stores, development in PSA (Pressure
Sensitive Adhesives) and synergies with Ashland, the development of non-emissive
fluorospecialties such as 1233zd and 1234yf, the development of DMDS forbio‑refineries and its marketing through differentiating digital-focused service
offerings, and additives for the solar industry.
The variable compensation due in respect of the quantitative criteria thus amounts
to 106.18% of the annual fixed compensation; andComponents ofcompensation
submitted to ashareholder vote142

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Presentation

Corporate gouvernanceCompensation and benefits awarded to executives and directors

Components ofcompensation
submitted to ashareholder vote

Amounts paid
during 2023

Amounts
awarded forthe 2023
financial year
or accounting
valuation

3

Presentation• concerning the qualitative criteria, with a maximum average weighting of 45%, halfof which was linked to the implementation of the Group’s strategy and main
operational priorities, and the other half to elements of operational management,
the following achievements were noted:• with regard to the implementation of the Group’s strategy and main operational
priorities: 2023 was marked by the continuation of the transformation of theGroup’s profile in line with the strategy announced at the 2020 CMD, focusing on
medium-term innovation areas, in particular linked to sustainable development.
Significant developments were thus achieved in recycled polymers, additives forbiofuels, digital services for customers, bio-based surfactants, additives for thesolar industry, very low GWP fluorospecialties, high performance sealants,
engineering adhesives and the implementation of technical and commercial
synergies resulting from the acquisition of Ashland’s adhesives. Key industrial
projects for the Group's long-term positioning have started or progressed, such
as Pebax in France, PA11 in Singapore, hydrofluoric acid with Nutrien in the UnitedStates, and PVDF expansions in France and China, as well as photocure resins
also in China to support growth in electronics and new energies. M&A operations
continued with the acquisition of a 54% stake in South Korean company
PI Advanced Materials, which enables to strengthen the Group’s presence in Asiaand in the battery and advanced electronics markets, as well as the acquisitionsof Polytec PT and Arc Building Products in adhesives. The presentation of the2028 strategic plan at the CMD on 27 September 2023 was well received byinvestors and marked a new step in the strategic thinking towards highperformance materials. At the end of 2023, the Specialty Materials platform
continued to progress and reached 92% of Group’s sales,• regarding the operational management components: the Board recognized theconsolidation of workstation safety performance with a very good TRIR level of
0.9 accident per million hours worked, as well as the process safety performancewith a PSER of 2.8 accidents per million hours worked, and in cybersecurity, withno notable incidents. The Board also took into account the progress of the large
majority of environmental indicators, in particular the validatio of the new climate
plan aligned with a 1.5°C SBT trajectory by the SBTi, thus paving the way to Net
Zero by 2050, the further reduction in the Group’s GHG emissions in 2023
compared with 2022, by 7% for Scopes 1 and 2 and by 9% for Scope 3, in line withmedium-term objectives, the share of sales covered by life-cycle assessment
now amounting to 56% in 2023, Arkema’s continued inclusion in the DJSI and the
CAC40 ESG index, and lastly the implementation of the new One Arkema strategy
announced at the CMD. The Group's strict management to adapt to thechallenging economic context led to a working capital level in line with theobjective, very strong cash generation, as well as capex and fixed costs that camein below budget. On the social front, the Board also noted the Group’s progresswith regards to diversity, with an increase in the proportion of women in senior
management positions to 29% at the end of 2023, ahead of the 2030 roadmap, as
well as the continued strengthening in talent management internal processes.
In light of all of these achievements and also the manner in which the Group was able
to adapt to the demanding and challenging operating environment of 2023, marked bymacroeconomic and geopolitical tensions, the Board of Directors has set theachievement rate for these criteria at 93.33%. As a result, the amount of the variable
compensation due in respect of qualitative criteria has been set at 42% of the fixedannual compensation.
In total, the 2023 variable compensation amounts to €1,481,800, i.e., 82.32% of the maximum.
It represents 148.18% of 2023 annual fixed compensation (compared with 179.1% in 2022).
The payment of this annual variable compensation is subject to shareholders’approval at the annual general meeting of 15 May 2024 of the components of the
Chairman and Chief Executive Officer’s compensation in accordance with theconditions provided for under article L. 22-10-34, II of the French Commercial Code(9th resolution). The compensation shall only be paid after this date.

Deferred variable N/Acompensation

N/A

Thierry Le Hénaff receives no deferred variable compensation.

Exceptional
compensation

N/A

Thierry Le Hénaff receives no exceptional compensation.

N/A

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Amounts paid
during 2023

Amounts
awarded forthe 2023
financial year
or accounting
valuation

Presentation

Compensation
for serving asa director

N/A

N/A

Thierry Le Hénaff receives no compensation from Arkema for serving as a director.

Stock options

N/A

N/A

Thierry Le Hénaff does not receive any stock options.

Performance
shares

N/A€2,083,500

Making use of the authorization granted by the annual general meeting of 19 May 2022
(24th resolution), at its meeting of 8 November 2023, the Board of Directors awarded
30,000 performance shares (representing 0.04% of share capital) to Thierry Le Hénaff
(out of a total of 374,660 shares granted to 1,703 grantees, representing less than 10%of the performance share grant taking into account the eventual outperformance).
The shares will vest at the end of a three-year period subject to a presence condition
and the achievement of five performance targets based on the following: EBITDA
margin of the Group, the operating cash conversion rate, comparative Total
Shareholder Return, return on average capital employed (ROACE) of the Group andArkema’s CSR performance (comprising four indicators: the climate (50%) and theprocess safety event rate (PSER), the circular economy and the percentage of womenin senior management and executive positions (50%)). Under the 2023 performance
share plan authorization, the weighting of the CSR criterion was once again increased
and that of the other criteria was revised accordingly. The CSR performance criterion
now accounts for 30% of the total award, the TSR and the ROACE criteria bothaccount for 15% each, and the other three criteria for 20% each. The vesting period isfollowed by a two-year mandatory holding period. Further details on the criteria may
be found in section 3.5.1 of this chapter.
In the event of outperformance, and pursuant to the aforementioned performance
conditions set out in section 3.5.1 of this chapter, this award could rise to 36,000 shares,or 120% of the maximum awarded.

Pension€558,200€496,360

Since 7 June 2016, when the supplementary defined benefit pension scheme (governedby article L. 137-11 of the French Social Security Code) from which he benefited was
terminated, Thierry Le Hénaff benefits from an additional annual payment corresponding
to 20% of his total fixed and variable compensation for the year concerned, to enable
him to build up his supplementary retirement benefits, year after year.
Thierry Le Hénaff has committed to invest this entire amount, net of any contributions
and tax, in savings vehicles dedicated to financing his supplementary retirement benefits.

Benefits in kind

N/A

€6,720Thierry Le Hénaff has the use of a company car and is covered by corporate officer
unemployment insurance.

Components ofcompensation
submitted to ashareholder voteComponents of compensation paid or awarded for 2023 already approved by the annual general meeting
Severance
payment

No payment (1)Thierry Le Hénaff is entitled to severance payment in the event of his forced departure.
The amount is calculated by reference to the achievement of three demanding
conditions set by the Board of Directors and approved by the annual general meeting(TRIR – total recordable injury rate, annual variable compensation, and EBITDA to cash
conversion rate) and cannot exceed twice his total annual gross fixed and variable
compensation. The calculation base is the fixed annual compensation for the year inwhich the forced departure occurs and the average of the last two years of variable
compensation paid prior to departure.
The amount of the payment is calculated based on three demanding conditions, eachaccounting for one-third of the total:• TRIR: average TRIR (total recordable injury rate) for the three years preceding
departure would have to be less than or equal to 1.4, making Arkema a leader for
the industry as a whole;• annual variable compensation: on average, the annual variable compensation paid
during the three years preceding departure would have to be at least 75% of thetarget variable amount; and• EBITDA to cash conversion rate (defined as free cash flow excluding exceptional
capital expenditure divided by EBITDA): the EBITDA to cash conversion rate must be
greater than or equal to 35%. The achievement rate will be determined using the
average conversion rate for the three years preceding departure.
In addition, the Board of Directors has decided to gradually reduce the maximum
termination indemnity that would be payable to 18 months of total annual grosscompensation (fixed and variable) in case of a departure beyond 60 years of age, and12 months of total annual gross compensation (fixed and variable) beyond 62 years
and six months of age. No compensation would be paid in the event of departurebeyond the age of 65.

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Components ofcompensation
submitted to ashareholder voteNon-competecompensation(1)

Amounts paid
during 2023
N/A

Amounts
awarded forthe 2023
financial year
or accounting
valuation

3

Presentation
Thierry Le Hénaff is subject to a non-compete clause, in accordance with the legal
provisions and recommendations of the AFEP-MEDEF Code, whereby, in the event oftermination of his office as Chairman and Chief Executive Officer, for whatever reason,
he will be bound by a non-compete obligation, limited to a period of one year from theeffective date of termination.
The purpose of this non-compete clause is to prohibit Thierry Le Hénaff, inconsideration of an indemnity to be paid to him under the conditions set out below, fora period of one year from the effective date of termination of office, from engaging,directly or indirectly, in an activity that competes with Arkema’s businesses, either on
his own behalf or on behalf of another company. An activity that competes with Arkema’s
businesses means any specialty chemicals activity carried on in the same geographic
regions and sectors as those of the Arkema Group when the term of office ends.
In consideration of the non-compete undertaking, and throughout the term of theagreement, Thierry Le Hénaff will receive a monthly indemnity equal to 100% of hismonthly compensation calculated based on the sum of his fixed compensation for theyear in which his term of office ended and the average of his annual variable
compensation paid for the last two years prior to the effective termination date. A
monthly payment will be made throughout the period of this non-compete agreement.
Any breach of this non-compete obligation will require Thierry Le Hénaff to repay themonthly indemnities he has already received and the Company will no longer be liable
to pay the remaining indemnities through to the end of the one-year period.
The Board of Directors may decide to waive this non-compete clause up to theeffective date of termination of Thierry Le Hénaff’s office at the latest. In such an
event, he would no longer be bound by the constraints of the non-compete clausereferred to above and the Company would be released from any commitment to pay
him a non-compete compensation.
It should be noted that Thierry Le Hénaff will only be entitled to this indemnity if his
departure is not concomitant with his retirement. Moreover, Thierry Le Hénaff will not
be entitled to the indemnity once he reaches the age of 65. In these two cases, Thierry
Le Hénaff will be released from his obligations.
Lastly, in accordance with the recommendations of the AFEP-MEDEF Code, in theevent of the simultaneous application of the severance payment and the non-competecompensation, the cumulative amount of these indemnities will not exceed two yearsof fixed and variable compensation (as defined above).

Estimate of the maximum amounts payable at 31 December 2023, in a theoretical case of forced departure and the fulfillment of three conditions, inaccordance with the provisions of article L. 22-10-9, I, 4° of the French Commercial Code: 4,193,250 euros.

Thierry Le Hénaff’s total annual gross compensation for 2023
therefore comprises €1,000,000 in fixed compensation and€1,481,800 in variable compensation, i.e., a total amount of€2,481,800, down 11.15% compared with 2022.
By way of illustration and subject to approval at the annual
general meeting of 15 May 2024 (9th resolution), the Chairman
and Chief Executive Officer’s fixed, variable and long-termcompensation for the year ended 31 December 2023 would
break down as follows:

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3.4.2.3 Summary tables
SUMMARY OF COMPENSATION, STOCK OPTIONS AND SHARES AWARDED TO THE CHAIRMAN AND CHIEF EXECUTIVEOFFICER EXCLUDING COMPENSATION INDEMNITIES (TABLES 1 AND 2 OF AMF RECOMMENDATIONS AND AFEP-MEDEF CODE)
2023(Gross amounts in euros)
Fixed compensation
Annual variable compensation

(1)

2022

Amounts
awardedPaid during
the yearAmounts
awardedPaid during
the year

1,000,000

1,000,000

1,000,000

1,000,000

1,481,800

1,791,000

1,791,000

1,800,000

Exceptional compensation

None

None

None

None

Compensation for serving as director

None

None

None

None

2,481,800

2,791,000

2,791,000

2,800,000

496,360

558,200

558,200

560,000

6,720

6,720

TOTAL
Pension (2)Benefits in kind – car

6,720

Executive officer unemployment insurance

19,276

Stock options
Performance shares (3)

None

None

None

None

2,083,500

N/A

2,047,800

N/A

Other long-term compensation
TOTAL

6,720
18,025

None

None

None

None

5,068,380

3,375,196

5,403,720

3,384,745(1)

Variable compensation is paid in the year following the period for which it is calculated based on the criteria set out in section 3.4.2.2 of this chapter andsubject to shareholder approval of the components of compensation paid or awarded for the year, in accordance with the provisions of articles L. 225-100
and L. 22-10-34 of the French Commercial Code.
(2) 20% of the annual compensation (fixed and variable).
(3) Value of performance shares awarded during the year calculated according to the method used in the consolidated financial statements, detailed innote 7.4 to the consolidated financial statements at 31 December 2023 in section 5.3.3 of this document.

PERFORMANCE SHARES GRANTED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER IN 2023

Number of shares
No. and date of plan
granted in 2023
Thierry Le Hénaff

2023 plan of 08/11/2023(3-year vesting period + 2-year
holding period)

30,000 (1) (2)(1) Representing 0.04% of share capital.
(2) 36,000 in the event of outperformance. For further details, see section 3.5.1 of this chapter.

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Vesting date/Endof holding period

Value of shares according
to the method used in the
consolidated financial statements

09/11/2026
and 09/11/2028€2,083,500

Corporate gouvernanceCompensation and benefits awarded to executives and directors

3

SUMMARY OF SHARES AWARDED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER NOT YET VESTED OR SUBJECT
TO A HOLDING PERIOD DURING THE YEAR (INCLUDING TABLE 6 OF AMF RECOMMENDATIONS AND AFEP-MEDEF CODE)
Information based on the year just ended
Key characteristics of the free share plans

Plan
Vesting
number period

Thierry2023
Le Hénaff plan

Grant date

Vestingdate

At 1 January

End ofholding
period08/11/2023- 08/11/2023 09/11/2026 09/11/2028 N/A
09/11/2026

At 31 December
Sharessubject toperformance
conditions

Sharesawardednot yetvestedSharessubject
to aholding
period30,000 (1)
N/A
Value
of shares
accordingto themethodused in the
consolidated
financialstatements€2,083,500

30,000 (1)30,000 (1)N/A

SharesawardedSharesat 1 January awarded

Sharesvested2022
plan

09/11/2022- 09/11/2022 10/11/2025
10/11/2025

10/11/2027

30,000 (2)

N/A

N/A

30,000 (2)30,000 (2) N/A

2021
plan

09/11/2021- 09/11/2021
08/11/2024

12/11/2026

30,000 (3)

N/A

N/A

30,000 (3)30,000 (3) N/A

2020
plan

04/11/2020- 04/11/2020 06/11/2023 06/11/2025 N/A
05/11/2023

N/A

N/A
31,800Marketvalue:€2,858,820

N/A

31,8002019
plan

29/10/2019- 29/10/2019 31/10/2022 31/10/2024 N/A
30/10/2022

N/A

31,320Marketvalue:€2,513,117

N/A

N/A

31,320Total
30,000 (1)Total
63,120Total
90,000 (5)

Total
Total
90,000 (5) 63,120

12/11/2024

Total
60,000 (4)
(1)
(2)
(3)
(4)
(5)

During the year

36,000 in the event of outperformance. For further details, see section 3.5.1 of this chapter.
36,000 in the event of outperformance. For further details, see section 3.5.1 of this chapter of the 2022 Universal Registration Document.
36,000 in the event of outperformance. For further details, see section 3.5.1 of the 2021 Universal Registration Document.
72,000 in the event of outperformance.
108,000 in the event of outperformance.

PERFORMANCE SHARES AWARDED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR WHICH THE HOLDINGPERIOD EXPIRED IN 2023 (TABLE 7 OF THE AMF RECOMMENDATIONS AND AFEP-MEDEF CODE)

No. and date of plan
Thierry
Le Hénaff

2018 plan(05/11/2018)

Number of shares for which
the holding period expired in 2023 Vesting conditions
23,214Presence and performance conditions:
REBIT margin over the period from 2018 to 2020 (25%), EBITDA
to cash conversion rate over the period from 2018 to 2020 (25%),comparative TSR over the period from 2018 to 2020 (25%),
return on average capital employed over the period from 2018
to 2020 (25%)

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SUMMARY OF EMPLOYMENT CONTRACT, PENSION BENEFITS AND OTHER BENEFITS IN 2023
(TABLE 11 OF THE AMF RECOMMENDATIONS AND AFEP-MEDEF CODE)

Supplementary
pension benefits

Employment contract
Yes

Compensation or benefits
due or potentially due
upon terminationor change of position

No

Thierry
Le Hénaff

Yes

X

No

Yes

X

X

No

Indemnities relating toa non-compete agreement
Yes

No

X

FINANCIAL CONDITIONS APPLICABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR TERMINATION OF OFFICE,
IN ACCORDANCE WITH THE CIRCUMSTANCES OF TERMINATION
Dismissal forserious or grossmisconduct
Resignation

Forced departure

Retirement

Compensation entirely contingent on fulfillment of three
performance criteria (1):• before 60 years of age: maximum of 24 months of total
annual gross compensation (fixed and variable) (2);• after 60 years of age: maximum of 18 months of total annual
gross compensation (fixed and variable) (2);• after 62 years and 6 months of age: maximum of 12 monthsof total annual gross compensation (fixed and variable) (2);• after 65 years of age: none.
The cumulative amount of the severance payment
and non‑compete benefit may not exceed twice the annual
fixed and variable compensation.

None

Non-competecompensation

Monthly benefit equal to 100% of Thierry Le Hénaff’s monthly fixed and variable (2)compensation until expiration of the non-compete clause.
The Board of Directors may decide to waive this non-compete clause at any time until
the effective date of termination of Thierry Le Hénaff’s office, in which case the non-compete
benefit will not be payable.
The cumulative amount of the severance payment and non-compete benefit may not exceed
twice the annual fixed and variable compensation.

None

Supplementary defined
benefit pension scheme

None

Unvested performance
sharesNull and void

Severance payment

None

None

Null
and void(1)

Entitlement to unvested shares subject to a reasoned decisionof the Board of Directors, in principle on a pro rata basis,and subject to fulfillment of the performance conditions
set out in the plans. No accelerated vesting of shares.

Rightsmaintained (3)Annual variable compensation (70%), TRIR (frequency rate of reported accidents per million hours worked (15%) and operating cash flow conversion rate(15%).
(2) Fixed compensation corresponds to the fixed compensation for the year in which the Chairman and Chief Executive Officer is forced to step down.
Variable compensation corresponds to the average of the last two years of variable compensation paid prior to departure.
(3) Rule applicable within the Group to all beneficiaries of performance shares, in accordance with regulations on annual plans.

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3

3.4.3 Compensation of executive management membersother than the Chairman and Chief Executive Officer
3.4.3.1 Compensation principles
Every year, the Nominating, Compensation and Corporate
Governance Committee reviews the fixed and variable
compensation structure proposed by the Chairman and Chief
Executive Officer for Executive Committee members. This
compensation comprises:(i)

two short-term components:• annual fixed compensation based on the scope of therespective duties and responsibilities of each Executive
Committee member,• annual variable compensation, representing a percentageof the annual fixed compensation and based on generalquantifiable targets identical to those set for the Chairman
and Chief Executive Officer, and closely aligned with
the Group’s financial performance and the implementationof its strategy, and quantitative and qualitative targets(including CSR targets) designed to reward the individual
performance of each Executive Committee member
within their respective area of responsibility; and(ii)

Executive Committee members are required to retain at least
20% of their vested shares in registered form for as long as
they remain employed in this capacity. These obligations are
suspended once the total value of the Arkema shares held,
whatever their origin, is equivalent to 150% of their grossannual fixed compensation. The Chairman and Chief Executive
Officer is subject to specific individual holding requirements(see section 3.4.2.1 of this chapter).
Each year Executive Committee members certify that they
have not used any financial instruments to hedge the risk oflosses on the stock options or performance share rights thathave been, or will be, awarded to them by the Company.
The amount and structure of Executive Committee members’
compensation packages are regularly compared to the market
practices for equivalent positions in companies operating inthe same industry with similar market capitalizations.
Executive Committee members do not receive any compensation
for acting as directors of Group companies.

a long-term incentive through the award of performance
shares fully subject to performance conditions.

3.4.3.2 Annual compensation of Executive Committee membersother than the Chairman and Chief Executive Officer
The total gross fixed compensation awarded by the Company
to Executive Committee members for 2023 amounted to€3,607,675.
Moreover, the total variable compensation paid by theCompany to Executive Committee members in 2023 inrespect of 2022 amounted to €2,715,633.
Based on the targets approved by the Board of Directors at
its meeting of 22 February 2023, namely (i) generalquantifiable targets identical to those that apply to the
Chairman and Chief Executive Officer and relating to growth
in EBITDA, recurring cash flow, and margin on variable costsof new developments, and (ii) individual quantifiable andqualitative targets for each member, the Board of Directors,
at its meeting of 28 February 2024, based on a proposal of
the Nominating, Compensation and Corporate GovernanceCommittee, approved the Executive Committee members’variable compensation for 2023. The total annual variable
compensation awarded to Executive Committee members for2023 amounts at €2,373,800.

In addition, based on a proposal of the Nominating, Compensation
and Corporate Governance Committee, the Board of Directors
set the compensation for 2024 for members of the Executive
Committee – as constituted at the date of the Board of
Directors’ meeting – as follows:• total gross fixed compensation will amount to €3,838,413,
in line with market practices and with the changes to theGroup’s compensation policy for the 2024 financial year; and• variable compensation will continue to be based on generalquantifiable quantitative criteria related to the Group’s
financial performance as measured by targets for EBITDA,
recurring cash flow and margin on variable costs of new
developments, as well as on quantifiable and qualitative
criteria specific to each member.

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Corporate gouvernance
Share-based compensation

Consequently, compensation due and paid to Executive Committee members, excluding the Chairman and Chief Executive
Officer, for 2023 and 2022 was as follows:
2023

2022

Due for the year

Paid during
the year (1)Due for the year

Paid during
the year (2)Fixed compensation

3,604,606 (2)3,607,875

3,403,065 (3)3,453,567

Variable compensation

2,373,800 (1)2,715,633

2,715,633 (2)2,618,920

5,978,406

6,323,508

6,118,698

6,072,487(Gross amounts in euros)

TOTAL(1) Based on the average exchange rate in 2023.
(2) Based on the average exchange rate in 2022.
(3) Based on the average exchange rate in 2021.

3.4.3.3 Benefit schemes
Executive Committee members are covered by the same benefit schemes (death/disability and health insurance) as employeesof Arkema France. They also benefit from a defined contribution pension scheme based on the part of their compensation thatexceeds eight times the annual ceiling for social security contributions and is excluded from the contribution base for compulsory
pension schemes. No Executive Committee member benefits from a supplementary defined benefit pension scheme.

3.5

Share-based compensation

Arkema wished to put in place share-based compensation
instruments in order to secure the loyalty of executives andcertain employees, and involve them more closely in the Group’s
future growth, as well as its stock market performance.
Accordingly, the Board of Directors put in place stock option
and performance share plans.

No stock option plans have been set up anymore since 2012.
The accounting treatment of these share-based compensation
instruments is described in note 7.4 to the consolidated
financial statements at 31 December 2023 in section 5.3.3 ofthis document.

Share-based compensation principles
The share-based compensation policy by way of performance
share grants adopted by the Board of Directors on the proposalof the Nominating, Compensation and Corporate GovernanceCommittee, is as follows:• closely involving executives, senior managers and certain
employees who have performed exceptionally well or whom
the Group wants to retain, in the Group’s future growth andstock market performance in the medium term. In 2023,
there were 1,703 beneficiaries;• setting a vesting period of three years for performance sharesawarded to the Chairman and Chief Executive Officer andthe members of the Executive Committee, followed by aholding period of two years, i.e., a total vesting-holding
period of five years;• submitting the vesting of performance shares to demanding
performance criteria, which have included a criterion
concerning Arkema’s CSR performance since 2019. At thedate of this document and since 2017, awards without
performance conditions have been limited to awards
representing no more than 70 shares;

150

2023 Universal Registration Document• rewarding outperformance if targets are significantly
exceeded. The maximum achievement rate for each criterion
has been set at 120% and the maximum overall award
capped at 120%; however when the achievement rate of
two criteria is strictly below 50%, the vesting rate of eachof the other criteria is capped at 100%;• limiting the rights awarded to the Chairman and Chief Executive
Officer in respect of annual performance share plans to a
maximum of 10% of all rights awarded in any annual plan;• awarding existing shares acquired under the share buyback
program, or to be issued (since 2019); and• in accordance with the AFEP-MEDEF Code, awarding
performance share plans at the same period every year,
i.e., in November since 2013.
In addition, in accordance with the law and the AFEP-MEDEF
Code, the Board of Directors sets a fixed number of vested
shares that must be retained by the Chairman and Chief
Executive Officer and by each Executive Committee member(see sections 3.4.2.1 and 3.4.3.1 of this chapter).

Corporate gouvernance
Share-based compensation

3

Performance criteria
Since 2020, Arkema’s performance share plans have been
subject to five demanding performance criteria (four financial
and one related to CSR performance) that are aligned with
the Group’s long-term ambitions and strategic priorities.
These criteria – which were confirmed at the annual general
meeting on 19 May 2022 when the shareholders renewed theauthorization to grant performance shares – are based on:• EBITDA margin for the Specialty Materials platform;• EBITDA to cash conversion rate;• comparative Total Shareholder Return;• return on average capital employed (ROACE) for theSpecialty Materials platform; and• CSR performance measured in several areas.
Since 2022 the relative weighting of these criteria in theoverall award has been as follows:• 25% for CSR performance;• 15% for comparative TSR; and• 20% for each of the other three criteria.
In addition, the CSR performance criterion was structured
as follows:• a climate indicator, whose weighting has been increased
from 20% to 50% of the CSR criterion, i.e., 12.5% of theoverall award (compared with 4% in previous plans), andwhich reflects the Group’s carbon trajectory (change ingreenhouse gas emissions); and• a composite indicator for the remaining 50% of the CSR
criterion, addressing, for a relative weighting of one-third
each, the following areas:• diversity: measured in terms of the percentage of womenin senior management positions (job level NP15 and above)in line with the Group’s global target of women representing
30% of this category by 2030,• the circular economy: measured through a quantified
composite indicator consisting of the following items:
1) life-cycle assessment of Arkema products (for a relative
weighting of 40%),2) waste treated without recovery (for a relative weightingof 30%), and3) efforts to reduce the Group’s energy consumption with
the Energy EFPI (also for a relative weighting of 30%).
In line with the 2028 long-term objectives of the Group,
as announced on the Capital Markets Day (CMD) held on
27 September 2023, the Board of Directors, on therecommendation of the Nominating, Compensation andCorporate Governance Committee, decided, for the 2023
plan, to adapt the performance criteria, as follows:• the weighting of the CSR criteria has been increased from
25% to 30% of the global allocation, while keeping unchanged
the weighting of each of its indicators, in order to take into
account the reinforcement of Arkema’s CSR initiatives;• the weighting of the financial criteria consequently
represents 70% of the global allocation, with the weighingof the ROACE criterion lowered to 15% (similar to TSR) andthe weighting of the two other financial criteria remaining
unchanged at 20% each of the global allocation;• EBITDA margin and ROACE criteria are, as from this plan,calculated at the Group level, as the transformation
towards Specialty Materials is at a very advanced stage andthe 2028 targets for sales and EBITDA growth have been
set for the whole Group; and• the EBITDA to cash conversion rate criterion is replaced by
the operating cash conversion rate, in line with theelements presented at the CMD.
The other criteria for the granting of performance shares as
set out above remain unchanged.

• the process safety event rate (PSER): this measures thesafety of processes and aims to reduce industrial risks
and their social or their environmental impacts, andThe achievement rates for the last three plans that vested (either in full or partially) are as follows:
Date of plan
2018

Vesting year

Vesting rate

2021

77.38%

20192022

104.4%

2020

2023

106.0%

Blackout periods
In compliance with regulation (EU) no. 596/2014 of 16 April 2014
on market abuse (known as the Market Abuse Regulation orMAR), the AMF general regulations and the AFEP-MEDEF
Code, and in order to prevent insider trading, Arkema has
introduced black-out periods. During these periods, any
person who has regular or one-time access to undisclosed
accounting or financial information relating to Arkema and its
subsidiaries is prohibited from trading in Arkema shares:• 30 calendar days before the publication of the annual andhalf-yearly financial statements, including the day of
publication; and• 15 calendar days before the publication of quarterly financial
information, including the day of publication.

These black-out periods notably apply to Executive Committee
and Group management committee members.
In addition, pursuant to legal provisions as amended by the
Pacte law, free shares may not be sold at the end of thevesting-holding period stipulated in the plan:• 30 calendar days before the publication of the annual andhalf-yearly financial statements. These provisions apply toall persons, irrespective of their status and whether or notthey are a party to inside information; and• by members of the Board of Directors, the Chief Executive
Officer or by employees with access to inside informationthat has not been made public.

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3.5.1 Performance share plans
2023 performance share plans
In accordance with the share-based compensation policy inforce within the Group and making use of the authorization
given by the annual general meeting of 19 May 2022, the Boardof Directors decided, at its meeting of 8 November 2023, toaward a total of 374,660 performance shares to 1,703 beneficiaries(34.4% of whom were women), including the Chairman andChief Executive Officer and the Executive Committee members.
For employees in France, the vesting period is three years,
followed by a two-year holding period. For employees outside
France, the vesting period is four years, with no holding
period, so that the vesting of the shares may correspond tothe chargeability of the related taxes. In accordance with thelaw and the AFEP-MEDEF Code, the Chairman and Chief
Executive Officer and the members of the Executive
Committee are subject to an additional requirement to retain
the shares they have been awarded.
The vesting of the shares is, for all beneficiaries, subject totheir continued presence within the Group. In addition, forawards of more than 70 shares, vesting is entirely subject
to the achievement of five demanding financial andnon‑financial performance criteria.
In view of the Group’s long-term objectives for 2028, as
announced at the Capital Markets Day held on 27 September
2023, and in accordance with the share-based compensation
policy as approved by the annual general meeting of 19 May
2022 in the context of the authorization mentioned above,
the Board of Directors thus decided that, for the 2023 plan,
the performance criteria, which are assessed over a 3-year
period, shall be as follows:• EBITDA margin of the Group;• operating cash conversion rate;• comparative TSR;
• return on average capital employed of the Group; and• CSR performance assessed in the areas of climate, process
safety, circular economy and diversity.
The thresholds and definitions of the financial criteria havebeen adapted and aligned with the elements presented at
the CMD.
For each criterion, the vesting scale goes from 0% to 120%,the rate of 120% being awarded if the target values are
exceeded, and the overall award rate is capped at 120%.
Moreover, if the achievement rate of two of the criteria isstrictly below 50%, the maximum award rate for each of theother criteria is capped at 100%. Hence, the maximum numberof shares which may theoretically be awarded amounts to441,816, i.e., 29.5% of the total authorization granted by theannual general meeting of 19 May 2022.
For the 2023 plan, the five performance criteria (four financial
criteria and one criterion linked to CSR performance) are as
follows:

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EBITDA margin (for up to 20% of the
global allocation)
EBITDA margin is defined as follows: Group EBITDA as apercentage of Group sales.
The indicator is calculated using the average of EBITDA
margins over 2023, 2024 and 2025.
The vesting rates, based on the value of the indicator, are as
follows:
Value of the indicator

Vesting rate

Indicator ≤ 14%
14% ≤ indicator ≤ 15.5%

0%Linear scale
between 0% and 50%

Indicator = 15.5%
15.5% ≤ indicator ≤ 16.5%

50%
Linear scale
between 50% and 100%

Indicator = 16.5%
16.5% ≤ indicator ≤ 17.25%

100%
Linear scale
between 100% and 120%

Indicator ≥ 17.25%

120%

Operating cash conversion rate(for up to 20% of the global allocation)
The operating cash conversion rate is defined as free cash
flow before capital expenditure (tangible and intangible
investments) as a percentage of EBITDA.
The indicator is calculated using the average conversion rates
for 2023, 2024 and 2025.
Free cash flow is adjusted for the impact of non-recurring
items to ensure year-on-year comparability and to eliminate
in particular significant non-recurring flows which may
impact the criterion, notably when they are positive.
The vesting rates, based on the value of the indicator, are as
follows:
Value of the indicator
Indicator ≤ 62%

Vesting rate
0%62% ≤ indicator ≤ 70%

Linear scale
between 0% and 100%70% ≤ indicator ≤ 73%

Linear scale
between 100% and 120%

Indicator ≥ 73%

120%

In the context of the Group’s financial discipline, as defined
during the 2023 CMD, the operating cash conversion rate has
been fixed at around 70%. As a result, this target has been
defined for the 100% achievement of this criterion.

Corporate gouvernance
Share-based compensation

Comparative Total Shareholder Return (TSR)(for up to 15% of the global allocation)

Arkema’s CSR performance (for up to 30% of the
global allocation)

Arkema’s TSR is compared with the average of the threefollowing aggregates:

The CSR criterion is structured as follows:• the median of its competitors’ TSR: BASF, Solvay/Syensqo,
Evonik, HB Fuller, Dupont and Celanese;

50%
CSR

• the MSCI European Chemicals Index (including dividends); and50%• the CAC40 (including dividends).
The indicator corresponds to the percentage of this averagethat Arkema has achieved over the 2023–2025 period.
The vesting rates, based on the value of the indicator, areas follows:
Value of the indicator

Diversity

1/3

Process safety event rate (PSER)

1/3

Circular economy

Carbon trajectory: GHG
GHG (Scopes 1 and 2)
in kt CO2e in 2025

Vesting rate

Indicator ≥ 2,800

0%2,800 ≥ indicator ≥ 2,500

Linear scale between 0% and 100%0%2,500 ≥ indicator ≥ 2,400

Linear scale between 100% and 120%50%

Indicator ≤ 2,400

Indicator = 100%
100% ≤ indicator ≤ 110%

Linear scale
between 50% and 100%110% ≤ indicator ≤ 120%

Linear scale
between 100% and 120%

Indicator ≥ 120%

120%

The TSR is calculated as follows: (share price at the end of
the period - share price at the beginning of the period + sumof the dividends per share paid out during the period)/shareprice at the beginning of the period.
The average of the share prices during the third quarter of2023 and the average of the share prices during the third
quarter of 2026 will be used to determine the prices at the
beginning and at the end of the period respectively.

Return on average capital employed (ROACE)(for up to 15% of the global allocation)

120%

The value of 2,500 kt CO2e (100%) corresponds to a linear
decrease of an updated trajectory based on the real 2022
value, more ambitious than the SBTi (Science Based Target
initiative) 1.5°C trajectory.

Diversity: percentage of women holding senior
management and executive positions
Percentage of women holding
senior management andexecutive positions in 2025

Vesting rate

Indicator ≤ 25%

0%25% ≤ indicator ≤ 28%

Linear scale between 0% and 100%28% ≤ indicator ≤ 29%

Linear scale between 100% and 120%

Indicator ≥ 29%

120%

Compared to the 2022 plan, values of the 2023 plan aremuch more ambitious with a faster progression curve.

ROACE, which corresponds to Group REBIT of year N as apercentage of the average of total capital employed at theend of years N and N-1, allows the measurement of profitabilityof investments over time.

Process safety event rate (PSER)
PSER 2025

Vesting rate

Indicator ≥ 3.0

REBIT and capital employed are adjusted for:1)

Carbon trajectory - Scopes 1 and 2
1/3

Vesting rate

Indicator < 100%

the impact of major acquisitions, the year of acquisition
and the two following years; and2) the impact of ongoing exceptional capital expenditure up
to the year of the start-up and the two following years.

0%

3.0 ≥ indicator ≥ 2.5

Linear scale between 0% and 100%

2.5 ≥ indicator ≥ 2.4

Linear scale between 100% and 120%

Indicator ≤ 2.4

120%

The indicator corresponds to the average of the ROACE for
2023, 2024 and 2025.

The minimum value of 3.0 is more demanding than the 2021
performance, a year during which the Group showed significant
progress compared to 2020.

The vesting rates, based on the value of the indicator, areas follows:

Circular economy

Value of the indicator
Indicator ≤ 8%

Vesting rate
0%8% ≤ indicator ≤ 10%

Linear scale between 0% and 100%10% ≤ indicator ≤ 10.5%

Linear scale between 100% and 120%

Indicator ≥ 10.5%

3

120%

The circular economy is measured through an indicator
composed of the following elements:
1)

Life Cycle Assessment of Arkema’s products (relative
weighting = 40%);2) Non-recovered waste (relative weighting = 30%); and3) Arkema’s energy consumption decrease efforts with Energy
EFPI (relative weighting = 30%).

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The performance of these three indicators is monitored
within the Group and reflects its commitment to developing
the circular economy, in terms of products, waste recovery
and energy consumption.
1.

Life Cycle Assessments (LCA) of Arkema’s products

Percentage of sales
covered by LCA in 2025

EFPI Energy

EFPI Energy worldwide in 2025

0%50% ≤ indicator ≤ 60%

Linear scale between 0% and 100%60% ≤ indicator ≤ 65%

Linear scale between 100% and 120%

Indicator ≥ 65%

The plan defined applies a reduction of 2% compared to thereference and the targets of the 2022 performance share plan.
3.

Vesting rate

Indicator ≤ 50%

The indicator used is the average of non-recovered waste for2023, 2024 and 2025 in kg per ton of production.

120%

The values are consistent with the 2024 target of 50% andthe 2030 target of 90%.

Vesting rate

Indicator ≥ 0.91

0%Linear scale
between 0% and 100%
Linear scale
between 100% and 120%

0.91 ≥ indicator ≥ 0.84
0.84 ≥ indicator ≥ 0.82
Indicator ≤ 0.82

120%

The value of 60% corresponds to a linear growth of an
updated trajectory based on the 2022 real value.

In July 2022, the target for this EFPI was revised when
Arkema published its new climate plan and is now fixed at
0.75 in 2030 (i.e., a 25% decrease compared with 2012).

The minimum value of 50%, is consistent with the 2024 target
and reflects the Group’s ambition to accelerate the implementationof LCA of its products to meet its customers’ demand.

The targets of the 2022 performance share plan have been
extended to the 2023 performance share plan and remain
consistent with the 2030 targets.

2.

Should the business portfolio evolve and lead to a significant
impact on the value of one or more of the indicators, theBoard of Directors, upon recommendation by the Nominating,Compensation and Corporate Governance Committee, may
modify the target values.

Non-recovered waste

Non-recovered waste
for the period 2023–2025

Vesting rate

Indicator ≥ 48.5 kg/t

0%48.5 kg/t ≥ indicator ≥ 47.0 kg/t
47.0 kg/t ≥ indicator ≥ 46.7 kg/t

Linear scale
between 0% and 100%
Linear scale
between 100% and 120%

Indicator ≤ 46.7 kg/t

120%

SUMMARY OF 2023 PERFORMANCE SHARE PLAN
Plan for employees
in France
Date of annual general meeting

Plan for employees
outside France
19 May 2022

Authorized performance share awards as a %of the Company’s share capital

2.02%

Date of the Board of Directors’ meeting

8 November 2023

Number of rights awarded

247,665

126,995

of which to the Chairman and CEO

30,000-922,596 shares, i.e., 1.23% of the share capital at the date of the annual general meeting (1)Total by authorization
Origin of shares to be awarded when the rights vest

-

-

4,200

315

-

-

Number of rights still to vest at 31 December 2023

243,465

126,680

Vesting period

3 years

4 years

Holding period

2 years

None

Number of canceled rights
Number of vested shares

(2)

(3)

Performance conditions

Vesting rate

EBITDA margin over the period from 2023 to 2025 (20%)
Operating cash conversion rate for the period from 2023 to 2025 (20%)
Comparative TSR over the period from 2023 to 2025 (15%)
Return on average capital employed over the period from 2023 to 2025 (15%)
Arkema’s CSR performance by 2025 (30%)-(1) Maximum number of shares that may be awarded, taking into account the potential award of up to 120% of the share rights subject to performance conditions.
(2) Performance share rights canceled because the holders left the Group.
(3) Shares awarded to the grantees (including shares awarded before the end of the vesting period, in the event of death for example).

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Corporate gouvernance
Share-based compensation

3

Previous performance share plans
The plans implemented from 2006 to 2018 have all expired.

2021 AND 2022 PERFORMANCE SHARE PLANS
2021
Plan for employees
in France
Date of annual general meeting
Authorized performance share awards as a %of the Company’s share capital
Date of the Board of Directors’ meeting
Number of rights awardedof which to the Chairman and CEO
Total by authorization

2022

Plan for employees
outside France

Plan for employees
in France

Plan for employees
outside France

21 May 201919 May 2022

1.96%

2.02%

9 November 2021

9 November 2022

239,575

124,71330,000-1,310,756 shares, i.e., 1.71% of the sharecapital at the date of the annual
general meeting (1)234,715

128,540

30,000-480,780 shares, i.e., 0.64% of the sharecapital at the date of the annual
general meeting (1)Origin of shares to be awarded
when the rights vest

-

-

-

-

Number of canceled rights (2)

7,500

8,510

6,960

3,625

-

50

-

-

Number of rights still to vest
at 31 December 2023

232,075

116,153

227,755

124,915

Vesting period

3 years

4 years

3 years

4 years

2 yearsNone

2 years

None

Number of vested shares

Holding period
Performance conditions

Vesting rate

(3)

EBITDA margin for the Specialty
Materials platform over the period
from 2021 to 2023 (20%)
EBITDA to cash conversion rate overthe period from 2021 to 2023 (20%)
Comparative TSR over the period
from 2021 to 2023 (20%)
Return on average capital employed
for the Specialty Materials platform overthe period from 2021 to 2023 (20%)
Arkema’s CSR performance in 2023 (20%)

EBITDA margin for the Specialty Materials
platform over the period from 2022
to 2024 (20%)
EBITDA to cash conversion rate overthe period from 2022 to 2024 (20%)
Comparative TSR over the period
from 2022 to 2024 (15%)
Return on average capital employed for theSpecialty Materials platform over theperiod from 2022 to 2024 (20%)
Arkema’s CSR performance by 2024 (25%)

-

-

(1)

2021 and 2022 plans. Maximum number of shares that may be awarded, taking into account the potential award of up to 120% of the share rights subject
to performance conditions.
(2) Performance share rights canceled because the holders left the Group.
(3) Shares awarded to the grantees (including shares awarded before the end of the vesting period, in the event of death for example).

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2019 AND 2020 PERFORMANCE SHARE PLANS
2019
Plan for employees
in France
Date of annual general meeting

Plan for employees
in France

Plan for employees
outside France

21 May 2019

21 May 2019

1.96%

1.96%

29 October 20194 November 2020

Authorized performance share awards as a %of the Company’s share capital
Date of the Board of Directors’ meeting

2020

Plan for employees
outside France

Number of rights awarded

237,945

131,035

238,550

128,245of which to the Chairman and CEO

30,000-30,000-Total by authorization

436,531 shares, i.e., 0.57% of the sharecapital at the date of the annual general
meeting (2)870,798 shares, i.e., 1.14% of the sharecapital at the date of the annual general
meeting (1)--Origin of shares to be awarded
when the rights vest
Number of canceled rights (3)5,535

14,825

9,855

11,970242,140

120,832

241,584

-

-

-

-

116,275

Vesting period

3 years

4 years

3 years

4 years

Holding period

2 yearsNone

2 years

None

Number of vested shares(4)

Number of rights still to vest
at 31 December 2023

Performance conditions

REBIT margin over the period
from 2019 to 2021 (20%)
EBITDA to cash conversion rate overthe period from 2019 to 2021 (20%)
Comparative TSR over the period
from 2019 to 2021 (20%)
Return on average capital employed overthe period from 2019 to 2021 (20%)
CSR performance in 2021 (20%)

EBITDA margin for the Specialty
Materials platform over the period
from 2020 to 2022 (20%)
EBITDA to cash conversion rate overthe period from 2020 to 2022 (20%)
Comparative TSR over the period
from 2020 to 2022 (20%)
Return on average capital employed for theSpecialty Materials platform in 2022 (20%)
Arkema’s CSR performance in 2022 (20%)

Vesting rate

REBIT margin (2019 to 2021): 62%
EBITDA to cash conversion rate
(2019 to 2021): 120%
Comparative TSR (2019 to 2021): 100%Return on average capital employed(2019 to 2021): 120%
Arkema’s CSR performance in 2021: 120%
Overall rate: 104.4%

EBITDA margin for the Specialty
Materials platform for the period(2020 to 2022): 120%
EBITDA to cash conversion rate
(2020 to 2022): 120%
Comparative TSR (2020 to 2022): 50%
Return on average capital employed for theSpecialty Materials platform in 2022: 120%
Arkema’s CSR performance in 2022: 120%
Overall rate: 106%(1)2020 plan. Maximum number of shares that may be awarded, taking into account the potential award of up to 110% of the share rights subject toperformance conditions.
(2) 2019 plan. Maximum number of shares that may be awarded, taking into account the potential award of up to 120% of the share rights subject toperformance conditions.
(3) Performance share rights canceled because the holders left the Group.
(4) Shares awarded to the grantees (including shares awarded before the end of the vesting period, in the event of death for example), including sharesdelivered for any outperformance.

3.5.2 Stock option plans
In accordance with the share-based compensation policy, no stock option plan has been granted since 2012 anymore. The finalplan, granted in 2011, expired on 4 May 2019.

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CORPORATESOCIALRESPONSABILITY
Arkema’s corporate social

4.1 responsibility (CSR) approach |AFR| 158
4.1.1

4.5 Safety and environment
4.5.1 Health, safety, security

and environmental management

205
205

CSR policy

158

4.1.2 CSR governance159

4.5.2 Health and safety information

208

4.1.3 Stakeholders and materiality assessment

160

4.5.3 Environment and biodiversity

215

4.1.4 CSR challenges, commitments
and outcomes

4.1.5 Consolidated non-financial
information statement

165
168

4.1.6 Duty of care plan

176

4.2 Sustainable solutions |AFR|

181

4.2.1 Management of sustainable solutions

181

4.2.2 Innovation

182

4.2.3 Management of the solutions portfolio

182

4.2.4 Responsible product stewardship

185

Labor and stakeholder

4.6 relations |AFR|

221

4.6.2 Business compliance and ethics

236

4.6.3 Human rights

238

4.6.4 Responsible procurement239

4.6.5 Advocacy

243

4.6.6 Community engagement244

4.7 Reporting methodology

248

4.7.1 Reporting organization

248

4.3 Circular economy

189

4.3.1 Circular economy approach

189

4.3.2 Material selection

190

4.7.3 Methodological note on environment,

191

4.7.4 Methodological note on employee, social

4.3.3 The circular economy

in transformation processes

4.3.4 Development, use and end-of-life management
4.3.5 Resource management measurement
and life-cycle assessment

4.4 Climate

194
196

220

4.6.1 People

4.7.2 Methodological note on sustainable
solutions indicators

climate and safety indicatorsand responsible procurement indicators

248
249
253

4.7.5 Indicators

255

4.7.6 Taxonomy Indicators259

4.7.7 GRI content index

266
273

197

4.7.8 SASB cross-reference table

4.4.1 Climate approach and commitment

197

4.7.9 Independent third-party opinion pursuant

4.4.2 Alignment with the TCFD recommendations

198

4.4.3 Climate change mitigation

199

4.4.4 Climate change adaptation204

to articles L. 225-102-1 and L. 22-10-36of the French Commercial Code

4.7.10 Contacts

275
278

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

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Corporate social responsability
Arkema’s corporate social responsibility (CSR) approach

4.1

Arkema’s corporate social responsibility (CSR)
approach

4.1.1 CSR policy
Arkema aims to generate sustainable and responsible growthfor its businesses and to meet societal challenges by providing
its customers with sustainable and innovative solutions that
contribute to the Sustainable Development Goals defined by
the United Nations.
The Group’s CSR policy is developed in compliance with themain international texts and standards in force and moreparticularly with the International Bill of Human Rights, theInternational Labour Organization’s (ILO) Declaration on
Fundamental Principles and Rights at Work, the OECD Guidelines
for Multinational Enterprises, the ten principles of the United
Nations Global Compact, to which Arkema committed in2014, and the Responsible Care® program, of which theGroup has been a member since 2006.
Arkema uses the Global reporting Initiative (GRI) standards as
its CSR reporting framework. In accordance with the European
Commission’s 2019 guidelines, the Group also refers to the
Task Force on Climate-Related Financial Disclosures (TCFD)
framework for its climate reporting.

In 2023, the Group’s new greenhouse gas emission reduction
targets for 2030, aligned with a 1.5°C trajectory, were validated
by the Science Based Targets initiative (SBTi), an independent
global body.
To facilitate the understanding of its CSR approach among all
stakeholders, Arkema published a Social Commitment Charterand implemented it across the organization to ensure support
for its sustainable development culture. Approved by the
Executive Committee, the charter was updated following thelatest materiality assessment conducted in 2022. It is basedon factors that have long been fundamental to Arkema,
including a culture of safety, respect for the environment,
innovation, employee issues and a culture of close dialogue.
It sets out the three key commitments that structure theGroup’s CSR policy:• offer sustainable solutions driven by innovation;• act as a responsible manufacturer; and• cultivate a position as employer of choice and seek an
open dialogue with stakeholders.

Charters and policies
The Social Commitment Charter is broken down into different
policies that support the Group’s three commitments: anInnovation Policy, a Health, Safety, Security, Environment andQuality (HSSEQ) Policy, a Human Rights Policy, a BusinessConduct and Ethics Code, a Supplier Code of Conduct, an
Anti-Corruption Policy, a policy on conflict minerals and apolicy on the use of Group products for medical device
applications.

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These charters, policies and codes are applied across theGroup and all of its subsidiaries and are all available in the
Sustainable Development section on the Company’s website(www.arkema.com).

Corporate social responsability
Arkema’s corporate social responsibility (CSR) approach4

4.1.2 CSR governanceArkema’s CSR governance is integrated into the Group’s corporate
governance. Arkema’s CSR ambition, the main challenges,
risks and opportunities, the related potential initiatives andtheir monitoring, the performance indicators and the sustainable
development targets are defined and validated by the Executive
Committee and presented once a year by the Director of
Sustainable Development to the Audit and Accounts Committee
and the Innovation and Sustainable Growth Committee aspart of their respective roles, then to the Board of Directors,
54% of whose members have CSR expertise.
The scope of the non-financial data audit and the findings ofthe independent third-party auditor responsible for this audit
are presented every year to the Audit and Accounts
Committee. These findings appear in the auditor’s opinion
issued to the annual general meeting along with the Board of
Directors’ management report, which also includes a variety
of social and environmental information.
Since 2021, the Board of Directors’ Innovation and Sustainable
Growth Committee has been tasked with assessing thecontribution of Arkema’s innovation and strategy to environmental
challenges and sustainable growth, thereby reinforcing thereview mechanism of CSR issues by complementing theduties of the aforementioned Audit and Accounts Committee,
as well as those of the Nominating, Compensation and Corporate
Governance Committee relating for example to diversity.
The distribution of CSR work between the Board of Directors
and its committees is described in sections 3.3.2.3 and3.3.4.3 of this document.
To ensure that the social, environmental and business aspectsof Arkema’s operations are managed consistently and in theinterests of all stakeholders, the Group’s CSR commitment is
led by the Chairman and Chief Executive Officer of the Company
and the Group Executive Committee. The Group’s commitment
to the United Nations Global Compact is renewed each year,
and its adherence to the ten principles is clearly set out in
its Communication On Progress. This commitment has been

GC Advanced level since 2019. Internally, environmental,social and ethics policies are validated by the Executive Committee
members, who are responsible for their dissemination andapplication across the Group. The operational entities are
responsible for the effective implementation of these policies.
To fulfill its ambitious CSR approach, the Group has createda Sustainable Development department that includes the
Product Safety and Environment department and the life‑cycle
assessment expert team. It reports directly to the Industry
and CSR Executive Vice-President, who is a member of the
Executive Committee.
In addition, three steering committees, one for each of thethree commitments set out in the Group’s CSR policy, guideand support the Group’s progress in the area of CSR. The
three committees are chaired by the Industry and CSR
Executive Vice-President. The Product Stewardship Steering
Committee is made up of members of the Executive Committee
in charge of the Business Lines as well as the R&D and Sustainable
Development Vice-Presidents. The Industrial Ecology Steering
Committee is made up of members of the Executive Committee
in charge of the Business Lines as well as the Industrial, Safety
and Environment, Process, Procurement and Sustainable
Development Vice-Presidents. The CSR/Stakeholder Dialogue
Steering Committee is made up of the Human Resources andCommunication Executive Vice-President and a number ofcorporate Vice-Presidents who are actively involved in the
CSR process. The three steering committees meet twice ayear. Every year, the Sustainable Development Vice-President
presents the Executive Committee with an overview.
A formal network of CSR leaders was created in 2019. It comprises
approximately fifty members, including representatives fromeach of the businesses that make up the Group’s segments,
corporate department and the main countries in which theGroup operates. These leaders work with the Sustainable
Development department, which coordinates the network, toimplement the CSR policy within their organization.

Integration of CSR into the Group’s organic and external growth projects
CSR considerations are factored into the evaluation phases
prior to acquisitions, in particular employee-related andlabor law issues, product portfolio reviews, environmental
impacts of sites including the climate impact, sustainableprocurement and business ethics practices, and relations
with local communities.

As regards organic growth projects, industrial expenditure is
subject to a CSR assessment based on the Group’s commitments
and objectives. For projects in excess of €2 million, thisassessment is an integral part of the approval process as of
the feasibility phase. It can also apply for projects exceeding€600,000 at the request of the Business Line or country.

In the case of business disposals or reorganizations, special
attention is paid to employee-related issues. Thus, prior to
implementing such projects, the Executive Committee
carefully examines the employee-related impacts and factors
them into its decision-making process. Where necessary, thepurchaser is required to make certain commitments.

For projects requiring the Board of Directors’ prior approval,
and more generally for any growth transaction or investment
project requiring its opinion, the Board also ensures that allsocial issues and environmental impacts have been fully
considered in the assessment process in accordance withthe strategy described above.

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4.1.3 Stakeholders and materiality assessment |DCP|The Group’s CSR approach, which includes an open dialogue, aims to establish a responsible and value-creative value chain
shared by Arkema and its stakeholders, as presented in the “Profile, ambition and strategy” section of this document.

Open dialogue
Consultation and open dialogue with internal and external stakeholders are prerequisites for understanding their expectations,building relationships based on trust and cooperation, reducing social risks and creating value for all.
The following table summarizes the Group’s dialogue with stakeholders in its ecosystem.

Stakeholders

160

Context and purposeof dialogue

Key stakeholder
expectations in
the area of CSR

Form of dialogue

Customers

Business relationship andcollaboration aimed atmeeting the current andfuture needs of customers
and end users

Innovation towards
sustainability
Sustainable solutions
Circular economy
Climate, energy and GHG
management

Arkema establishes ongoing dialogue with its customers
at various levels of the organization. To increase the value
added created, the Group capitalizes in particular on:• dedicated management of global key accounts as partof a commercial excellence program;• joint innovation programs with customers, particularly
with regard to climate issues and resource management,
including life-cycle assessment if required;• development of new digital solutions that increasevalue added for customers and partners; and• a global, online survey to assess overall satisfaction.
For further details, see the section “Our customers at theheart of our actions” in the "Profile, ambition and strategy"
section of this document.

Suppliers

Business relationship andcollaboration aimed atmeeting the current andfuture needs of the Groupand its customers

Climate, energy and GHG
management
Sustainable solutions

Arkema favors suppliers that have a global presence (Europe,
Americas and Asia), are competitive and innovative (including
in digital technology), and actively deploy a CSR policy.
Arkema maintains open dialogue with its suppliers at various
levels of the organization so that they support the Group inits developments over the short and long term, particularly
with regard to climate issues and resource management.
Arkema encourages its suppliers to commit to a corporatesocial responsibility program by conducting CSR performanceassessments and encourages those suppliers that
contribute the most to the emissions from its raw materialpurchases to take part in climate action and disclose theircommitments.
For further details, see sections 4.6.4 and 4.4.3.3of this chapter.

Research
partners

Technology partnerships
aimed at strengthening
the Group’s innovation
performance by providing
access to additional skills
and discoveries thatcan drive breakthroughinnovations

Innovation towards
sustainability
Sustainable solutions
Climate, energy and GHG
management
Governance, businessethics and transparency

Arkema develops a diverse range of partnerships in various
forms, including with academic institutions and industrial
companies or as part of national or international cooperation
efforts.
Partnerships such as those involving the Group’s crossfunctional R&D programs contribute to fulfilling the
Sustainable Development Goals (SDGs), particularly SDG 12,
which relates to resource management, and SDG 13 on
climate action.
For further details, see sections 1.1.2 and 1.1.5 of this document.

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Stakeholders

Context and purposeof dialogue

Key stakeholder
expectations in
the area of CSR

4Form of dialogue

Financialcommunity,
shareholders
and SRI rating
agencies

Inform the market of theGroup’s results and main
operations
Improve understanding of
the Group’s activities, strategy
and outlook among investors,
analysts and individual
shareholders throughtransparent information

Climate, energy and GHG
management
Governance, businessethics and transparency
Innovation towards
sustainability• results presentations;• meetings with and days dedicated to institutional
investors and analysts;• discussions with financial rating agencies;• completing questionnaires and discussions with SRI
rating agencies; and• annual general meeting.
For further details, see section 6.4 of this document.

Employees andemployeerepresentative
bodiesDialogue with employee
representative bodies
and direct dialogue
with employees

Health, safety
and well‑being
Climate, energy and
GHG management
Innovation towards
sustainability• continuous social dialogue with employee representative
bodies that goes beyond legal requirements and provides
numerous opportunities for discussion and negotiation
with a view to driving social progress; and• consultation and dialogue with employees, notably
in the form of internal surveys.
For further details, see sections 4.6.1.5 and 4.6.1.8of this chapter.

Neighboring
communities

Neighbors and communities
that interact locally withGroup sites

Water and waste
management
Process safety andemissions management
Innovation towards
sustainability

The Common Ground® initiative described in section 4.6.6.2of this chapter promotes local dialogue at each of theGroup’s sites.

Civil society
and NGOs

Proactive and reactive
dialogue

Publicauthorities

Regular and occasional
contact aimed at ensuring
the responsible
development of
the Group’s activities

Professional
associations

Continuous contribution
to defending the industry’s
interests vis-à-vis the publicauthorities and participation
in identifying anddisseminating best practices
across the industry• collaboration with NGOs on specific projects;• discussions in relation to the materiality assessment;• periodic meetings with the media; and• responsible and transparent communication in the event ofa crisis.
For further details, see section 4.6.6 of this chapter.
Climate, energy and
GHG management
Innovation towards
sustainability
Process safety andemissions management• responses to periodic surveys;• participation in various consultation and working
groups; and• occasional contact at various levels (departments
and cabinets) on specific topics.
For further details, see section 4.6.5 of this chapter.
Arkema participates actively in segment- or topic-specificworking groups, commissions and statutory bodies withinrelevant associations and in the external initiatives carriedout by such associations.
For further details, see section 4.6.5 of this chapter.

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Materiality assessment
Context

Process

Arkema performs its materiality assessment every three
years to update and prioritize the Group’s most material CSR
issues. This serves as a basis for the Group to update its CSR
strategy, governance, action plans and key performanceindicators (KPIs). After 2016 and 2019, Arkema completed its
new materiality assessment in early 2022.

The materiality assessment was carried out through different
stages.

The materiality assessment was undertaken by engaging key
internal and external stakeholders, and applying the double
materiality principle, in order to take a forward-looking
perspective. This means that companies report on how
sustainability issues affect their business and on their own
impact on people and the environment.
The Group’s most material issues were defined as such
following three dimensions:• importance of the CSR topics for the Group’s stakeholders;• outside-in/business impacts (i.e., impact of the topics on
the Company); and• inside-out/societal and environmental impacts (i.e., impactof the Company on the topics).
The materiality assessment was conducted in collaboration with
Arkema’s stakeholders through several means of consultations,
including interviews, a global employee survey, workshops
and additional desk research. Stakeholders, including employees,
customers, public organizations, investors, local communities,
suppliers and research partners throughout the regions andmarkets in which Arkema operates were consulted in the process.
The materiality assessment was undertaken on the basis of asix-month project. Under the responsibility of the Sustainable
Development department, an internal project team representing
various functions and regions was set up to guide the projectand engage with stakeholders. The project team was supported
by a third-party consultant specialized in Sustainable Development.
The whole process was overseen by a Steering Committee
set up exclusively for the materiality assessment, and composedof the Industry and CSR Executive Vice-President and the
Human Resources and Communication Executive Vice-President– both Executive Committee members – as well as heads ofBusiness Lines, regions, and support functions across Arkema.
The Steering Committee’s objectives were to approve theprocess of the materiality assessment, to approve the list ofpriority issues and external stakeholders to engage with, andto validate the results of the materiality assessment. Lastly,
the Executive Committee approved the update of the CSR
policy, in particular the formalization of priorities and theevolution of associated indicators and targets.

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Stage 1: priority issue selection
The key material topics were assessed through interviews
with 11 heads of Business Lines, regions and support functions
and one member of the Board of Directors. This research
was complemented with desk research on CSR reporting
frameworks for a selection of Arkema’s peers, ESG ratingsquestionnaires, standards and trend reports, as well as
Arkema’s current initiatives, to ensure all potentially material
topics were covered. This resulted in a list of 17 material
topics, which were validated by the Steering Committee.
Stage 2: consultation of stakeholders for prioritization ofmaterial topics and impact assessment
The material topics’ significance was assessed by theGroup’s stakeholders through:• 30 interviews with a selection of Arkema’s external stakeholders(customers, public organizations, investors, local communities,
suppliers and research partners);• a question in the Arkema Cares global engagement survey
to assess the perspective of employees, for which
13,770 responses were collected; and• additional desk research on 26 of Arkema’s external stakeholders(customers, public organizations, investors and suppliers).
The material topics’ impacts were assessed through three
regional workshops (to capture the regional impacts related
to Arkema’s activities in the Americas, Asia and Europe), anda global workshop. During each of these workshops, theoutside-in and inside-out impacts related to the material
topics were discussed and then ranked, to ensure themateriality assessment was conducted in line with the
double materiality perspective.
Stage 3: visualization and categorization of material topics
The material topics were mapped into Arkema’s new materiality
matrix, and labeled according to different categories forfocused and effective management. The topics were plottedin the matrix according to stakeholder interest and theinside-out impacts, in line with GRI Standards.
Stage 4: CSR policy update approval by the Executive Committee,
in particular the formalization of priorities and the evolutionof associated indicators and targets.

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Results
As a result of this renewed materiality assessment, Arkema
identified 17 key material issues. These had a high score interms of stakeholder relevance, outside-in/business impacts
and inside-out/societal impacts. They were classified into
three categories for focused and effective management:◆ continuous improvement areas for CSR excellence:material topics on which efforts should be maintained forcontinuous improvement of CSR excellence; and◆ sustainability enablers: material topics that put theCompany in the right position to address its priority issues.

◆ transformative priorities: material topics which are at theheart of Arkema’s activities and enable the Company to build
long-term value and maintain a competitive edge in line with
global megatrends;

Key issues: eight priority issues have been identified basedon their relevance to the Group’s stakeholders and theGroup’s impact on people and the environment. Priority wasestablished by assessing the impact of sustainability issues
on the company in the case of six of these issues (climate, energy
and GHG management, circular economy, sustainable solutions,innovation towards sustainability, processes safety and emissions
management, and product safety and stewardship).

In addition, the materiality assessment was well received by
the external stakeholders who were invited for interviews.
They provided good feedback on the relevance of the material
topics for Arkema and on potential improvement points andshowed renewed interest for further collaboration towards
sustainability.

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Consequences
The outcomes of the updated materiality assessment were closely aligned with Arkema’s CSR commitments at the time. Still, tobetter integrate the material topics identified with Arkema’s CSR priorities, the commitment “Cultivate an open dialogue andclose relations with our stakeholders” evolved to be renamed “Cultivate a position as employer of choice and seek an open
dialogue with our stakeholders”.

Arkema will accelerate its efforts on its “transformative priorities”,
which drive the evolution of the Group’s business model.
• For “innovation towards sustainability (1)” the priority is to“develop and promote a range of solutions enablingsustainability”.
• For “circular economy”, the priority is to “further implement
and enable circularity on our sites and along our value chain”.
For these first two priorities, the Group will rely in particularon its innovation strategy described in section 1.1.2.2 of thisdocument and on its Archimedes program, which consists inassessing its solutions portfolio vis-à-vis their contribution to

(1)

164

the UN Sustainable Development Goals, and will continue its
actions in order to achieve its 2030 target of 65% of
ImpACT+ solutions.
• For the “climate, energy and GHG management” priority,
the Group has strengthened its commitments and aligned its
objectives with the 1.5°C trajectory of the Paris Agreement.
On “continuous improvement areas for CSR excellence”,
Arkema will maintain its efforts on occupational health,safety and well-being, on prevention and management ofindustrial risks and on product safety and stewardship.

Includes “Innovation towards Sustainability” and “Sustainable Solutions”.

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4.1.4 CSR challenges, commitments and outcomes
To identify the key impacts, risks and opportunities, theGroup has implemented governance described in section 4.1.2of this chapter and relies on its risk management system(presented in section 2.2 of this document), stakeholder
expectations, which are analyzed in three-yearly materiality
assessments (see section 4.1.3) and global megatrends (seethe “Profile, ambition and strategy” section of this document).
It also refers to its duty of care plan (see section 4.1.6) andits non-financial information statement (see section 4.1.5).
The impacts, risks and opportunities are considered across theentire value chain and in relation with its business partners.
The risk identification and review process is carried out using
a collaborative approach involving the Sustainable Development,
Human Resources, Safety and Environment, Legal Affairs,
Procurement, and Internal Audit and Internal Control departments.
The main non-financial risks are included in the Group’s overallrisk map. They are reviewed by the Risk Review Committee,
in line with the risk management procedure described in
section 2.2 of this document.

The materiality assessment carried out in 2022, based on theprinciple of dual materiality (taking into account both (i) the
materiality of the impact on environmental, social andgovernance challenges and (ii) financial materiality) made it
possible to prioritize sustainability challenges according totheir importance to the Group’s stakeholders, their impact
on the Group’s operations and the Group’s impact on people
and the environment (the 2022 materiality assessment ispresented in section 4.1.3).
Since its creation, Arkema has been engaged in a continuous
process of reducing the main risks associated with its activities,
particularly those relating to safety and the environment.
At the same time, thanks to its capacity for innovation andits expertise, Arkema develops new products and solutions
that provide a wide range of opportunities to contribute tomeeting the challenges of sustainable development, particularly
those relating to the climate and the circular economy (forfurther details, see section 1.1.2 of this document).
The material issues form the basis of structured programs at
Group level, with progress tracked via indicators aspresented in the table below. These programs are presented
in detail in the various sections of this chapter.

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COMMITMENTS, KEY CHALLENGES AND ASSOCIATED OBJECTIVES
Arkema’s CSR
commitments
Offer sustainable
solutions driven
by innovation

Key challenges

Objectives• Innovation towards sustainability(see section 1.1 of this document)• Sustainable solutions• Product safety and stewardship• Circular economy (including water
and waste management)

By 2030, 65% of ImpACT+ sales(Archimedes program).
By 2030, 25% reduction in water
withdrawals compared with 2019(i.e., a target of 82 million cu.m by 2030).
Objective of reducing the quantity of waste
treated without recovery as a percentage
of production: 48 kg/t on average overthe 2022-2024 period (i.e., an annual
reduction objective of 1.5% on the 2021
baseline of 49.5 kg/t).
By 2030, 90% of sales covered by a fulllife‑cycle assessment.

Sustainable
Development Goals

See details in sections 4.2 “Sustainable solutions” and 4.3 “Circular economy”.
Act as a responsible • Climate, energy and greenhouse gas
manufacturer(GHG) management• Process safety and emissions
management• Occupational health and safety

By 2030, 48.5% reduction in Scopes 1 and 2
greenhouse gas emissions in absolute terms
compared with 2019.
By 2030, 54% reduction in Scope 3
greenhouse gas emissions in absolute terms
compared with 2019.
By 2030, 25% reduction in net energy
purchases (in EFPI terms comparedwith 2012).
By 2030, 65% reduction in chemical oxygen
demand (COD) emissions (in EFPI terms
compared with 2012).
By 2030, 65% reduction in volatile organic
compound (VOC) emissions (in EFPI terms
compared with 2012).
By 2030, reduction in the process safety
event rate (PSER) to 2.0.
By 2030, reduction in the total recordable
injury rate (TRIR) to 0.8.
In 2025, 100% of AIMS-audited sites.

See details in sections 4.4 “Climate” and 4.5 “Safety and environment”.
Cultivate a position
as employer ofchoice and seek
an open dialogue
with stakeholders• Diversity and inclusion• Occupational well-being• Talent attraction and retention• Training and development• Governance, business ethics
and transparency• Community care
• Data privacy and cybersecurity• Digitalization• Responsible sourcing• Supply chain resilience

By 2030, 30% of senior management andexecutive positions to be held by women.
By 2030, 50% of senior management
and executive positions to be heldby non‑French nationals.
By 2030, achieve an employee engagementscore of at least 80%.
By 2025, 80% of purchasing spend with
relevant suppliers covered by a Together
for Sustainability assessment.

See details in section 4.6 “Labor and stakeholder relations”.

The indicators associated with the above objectives are reviewed
annually by the Executive Committee, which is responsible
for setting them and, where necessary, updating them.
In 2023, Arkema strengthened its commitment to the climate
and revised its greenhouse gas emissions reduction targets
on Scopes 1 + 2 and Scope 3 emissions across its value chain.
The new 2030 targets, aligned with the 1.5°C trajectory, have beenvalidated by the independent global body Science-Based
Targets Initiative (SBTi). For further details, see section 4.4 ofthis document.

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Arkema has also set a new, more ambitious target for 2030
to reduce its chemical oxygen demand, and is stepping up
action on water consumption by setting a new target forwater withdrawals.
Lastly, the Group is raising its target of sales covered by alife-cycle assessment.
Tracking and analyzing these KPIs enables the Group to validate,year after year, the performance of its CSR approach and upgrade
it as required. See the various sections of this chapter for
further details.

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MONITORING OF GROUP TARGETS AND RESULTS
Target year

Target

2023

2022

2021

2030

65%

51%

53%

51%

11%

10%

10%

2030

82

86

91

97

Offer sustainable solutions driven by innovation

Percentage of ImpACT+ sales (1)Percentage of sales from products made from renewableor recycled raw materials (2)Water withdrawals (in millions of cu.m)
Waste treated without recovery (per kg/t of production)

(3)

2024

48

47.4

51.8

49.5

2030

90%

56%

41%

27%

2025

100%

94%

91%

86%

Total recordable injury rate (TRIR) (4)

2030

0.8

0.9

0.9

1.0

Process safety event rate (PSER) (5)

2030

2.0

2.8

2.8

3.1

Reduction in Scope 1 and 2 greenhouse gas emissions(in absolute terms compared with 2019)

2030

48.5%

39%

34%

23%

Reduction in Scope 3 greenhouse gas emissions(in absolute terms compared with 2019)

2030

54%

53%

49%

38%

Volatile organic compound (VOC) emissions(in EFPI terms compared with 2012)

2030

0.35

0.49

0.53

0.50

Chemical oxygen demand (COD)(in EFPI terms compared with 2012)

2030

0.35

0.38

0.42

0.45

Net energy purchases (in EFPI terms compared with 2012)

2030

0.75

0.91

0.87

0.85

Percentage of women in senior management
and executive positions

2030

30%

29%

26%

24%

Percentage of non-French nationals in senior
management and executive positions

2030

50%

40%

40%

40%

2025

80%

76.5%

75%

73%

Percentage of sales covered by a life-cycle assessment
Act as a responsible manufacturer

Percentage of AIMS-audited sites
SafetyEnvironmental footprint

Cultivate a position as employer of choice and seek an open
dialogue with stakeholders
Employee development and diversity

Responsible procurement

Percentage of purchasing spend with relevant suppliers
covered by a TfS assessment (6)
(1)
(2)
(3)
(4)
(5)
(6)

The percentage of sales contributing significantly to the United Nations SDGs (ImpACT+) was calculated on the basis of an assessment of 84% of theGroup’s third-party sales in 2023.
The percentage of sales from products made from renewable or recycled raw materials covers products with a renewable or recycled raw material
content of at least 25%.
The target is 48 kg/t on average over the 2022-2024 period, i.e., an annual reduction of 1.5% compared with 2021 (49.5 kg/t).
The TRIR includes injuries to both Group and subcontractor employees.
The PSER is calculated in accordance with the criteria set out by the International Council of Chemical Associations (ICCA) and the European
Chemical Industry Council (CEFIC).
Relevant suppliers are those accounting for at least 80% of the Group’s recurring purchasing spend.

Improvement process and recognition
For several years now, Arkema has been strongly engaged ina process to improve its CSR performance. The Group’s approachis regularly assessed by external stakeholders, particularly
non-financial rating agencies and customers, providing theGroup with areas for improvement that will enable it to rank
among the best performing companies in the industry. As
requested by Group customers, site audits may also be
performed by independent auditing firms to supplement thisassessment.

In September 2023, Arkema was ranked among the best in
the chemicals sector by rating agency Moody’s ESG Solutions,
kept its place in the French CAC 40 ESG® index, created in 2021,
and joined the new CAC® SBT 1.5° index, created in 2023. It
continues to be included in the Dow Jones Sustainability
Index Europe, and improved its CDP Climate Change scorefrom B to A-. These recognitions are a vindication of theGroup’s CSR approach.

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4.1.5 Consolidated non-financial information statement
In compliance with articles L. 225-102-1 and L. 22-10-36 of
the French Commercial Code (Code de commerce), Arkema takes
into account the social and environmental consequences of
its activities (those of the Company and of all its subsidiaries
included in the consolidation scope), as well as their impact
in terms of human rights and the fight against corruption andtax evasion.

The main risks are:

The Group’s business model is described in the “Profile,ambition and strategy” section of this document.

• the risk of pollution and the risks related to climate change(physical and transition risks), whether through Arkema’s
own activities or those of its upstream value chain or
through the use of its products; andThe identification and review of the main risks associatedwith its activities are based on a number of sources: thegeneral risks listed in the international reference documents
cited in section 4.1.1 of this chapter; the risks targeted by the
Responsible Care® program, which are specific to the chemicals
industry; feedback from the Group’s own experience; incidents
that have occurred at companies with similar activities orscope; the material topics expressed by stakeholders during
the materiality assessment presented in section 4.1.3 of thischapter; and the Group’s duty of care plan. The risk identification
and review process is carried out using a collaborative approach
involving the Sustainable Development, Human Resources,
Health, Safety and Environment, Legal Affairs, Procurement,
and Internal Audit and Internal Control departments. The
main non-financial risks are included in the Group’s risk map.
They are presented in chapter 2 of this document and arereviewed by the Risk Review Committee, in line with the risk
management procedure described in section 2.2 of thisdocument.
The main non-financial risks identified by the Group in theareas mentioned above are presented in this chapter, alongwith the due diligence procedures and policies implemented
to prevent, identify and mitigate those risks and the outcomesof those policies in the form of performance indicators.

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2023 Universal Registration Document• the risk of industrial accidents liable to have social orenvironmental consequences;• the risk of exposure to chemicals, whether involving Groupor subcontractor employees, customers, end users or local
residents;• the risk of losing the skills and expertise necessary tocontinuously meet business, technological, social andenvironmental expectations in a proactive manner.
In addition to the risks mentioned above, the Group monitors
the following risks, which are also presented in this chapter:
ethics and compliance risks, including those relating to thefight against corruption, the risk of human rights violations,the risk of poor social and environmental performancesby suppliers or subcontractors, and the risk of scarcity of
non‑renewable resources.
The Group’s governance of CSR issues is described in
section 4.1.2 of this chapter.
The non-financial information statement for the year ended
31 December 2023, which includes all the CSR performanceindicators mentioned in this chapter, was reviewed by the
independent third-party auditor, as indicated in its limited
assurance statement. The report is presented in section 4.7.9of this chapter.
In compliance with article R. 225-105-1 III of the French
Commercial Code, reported non-financial information is
published on the Group’s website at the following address:
https://www.arkema.com/global/en/social-responsibility/.

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CROSS-REFERENCE TABLE FOR THE NON-FINANCIAL INFORMATION STATEMENT
Articles L. 225-102-1, L. 22-10-36 and R. 225-105 of the French Commercial Code
(Code de commerce)

Sections in this document

Company business model

Profile, ambition and strategy

Description of the main risks involved in the way the Company takes into account the social 2.1 (non-financial risks are
and environmental consequences of its activities as regards human rights, and avoidance tagged “CSR”)
of corruption and tax evasion
Social impact of the Company’s activities

4.6.1

Environmental impact of the Company’s activities

4.3.3 and 4.5.3

Impact of the Company’s activities on human rights

4.1.6 and 4.6.3

Impact of the Company’s activities on avoidance of corruption and tax evasion

4.6.2

Impact of the Company’s activities and of the use of goods it produces and services it provides 4.1.6, 4.4, 4.4.3.3 and 4.6.4.6
on climate change
Social commitments to sustainability, allowance made for social and environmental challenges in 4.1, 4.2.4 and 4.6.4
supplier and subcontractor relations, and measures taken regarding consumer health and safety
Social commitments to the circular economy

4.3

Social commitments to combat food waste

Topic assessed as non-material
for the Group

Social commitments to combat food insecurity

Topic assessed as non-material
for the Group

Social commitments to animal welfare

4.2.4.4

Social commitments to fair, responsible and sustainable food

Topic assessed as non-material
for the Group

Collective bargaining agreements signed within the Company and their impacts on its economic 4.6.1.8
performance and on employee working conditions
Actions to counter discrimination and promote diversity

4.6.1.7

Actions to promote the nation-army bond and support engagement in reserves

Topic assessed as non-material
for the Group

Actions to promote sports and other physical activity

4.6.6.2.2

Measures to promote the recruitment of people with disabilities

4.6.1.7

Since 2023, Arkema has been preparing for future sustainability reporting obligations pursuant to Directive (EU) 2022/2464, theCorporate Sustainability Reporting Directive (CSRD), applicable from 1 January 2025 for the 2024 financial year.

Taxonomy regulation reporting
About the Taxonomy regulation• transition to a circular economy;

The European Taxonomy regulation 2020/852 (the Taxonomy
regulation) establishes a classification system that identifies
economic activities that can be considered sustainable withreference to six environmental objectives, with a view to orienting
capital flows towards environmentally sustainable investments.

• pollution prevention and control; andThese six environmental objectives are:• climate change mitigation;• climate change adaptation;• protection and restoration of biodiversity and ecosystems.
In 2023, this regulation and the delegated acts on the two
climate change mitigation and adaptation objectives, and thecontent and presentation of environmental information were
supplemented and modified by new delegated acts defining
the eligibility conditions of economic activities for the fourother environmental objectives.

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Pursuant to article 8 of the regulation, Arkema has implemented
a process to generate the eligibility and alignment information
required for this second reporting year. Since 1 January 2022,
companies subject to an obligation to publish a non-financial
performance statement – a transposition into French law of
directive 2014/95 on the disclosure of non-financial information– are required to report their sensitivity to the European
green taxonomy. The reporting for 2023 covers the six
environmental objectives set by the European Union. For thesecond consecutive year, regarding the two climate change
mitigation and adaptation objectives, Arkema is disclosing
the proportion of Taxonomy-eligible, non-eligible and aligned
economic activities in its total turnover, capital expenditureand operating expenditure as well as the qualitative
information relevant for this disclosure. For the first time, in
2023, Arkema is also disclosing the same indicators on the
proportion of Taxonomy-eligible and non-eligible economic
activities in relation to the four other objectives.
To carry out this reporting, a specific organizational structurewith dedicated governance was set up in 2022, involving theappointment of a person in charge of coordinating theimplementation of the taxonomy within the Group, and thecreation of a Taxonomy Steering Committee. This committee
comprises the Sustainable Development Vice-President, thehead of Group Accounting and Consolidation, the Investor
Relations Vice-President, the Corporate Legal Director, theAdhesives and Chemicals Scientific Director, and theAdhesives R&D Vice-President. It reviews the progress of thedifferent projects on a quarterly basis and, where necessary,
submits certain decisions for validation by the Industry andCSR Executive Vice-President and the Chief Financial Officer,
both of whom are members of the Executive Committee. The
Sustainable Development Vice-President presents an annual
summary to the Audit and Accounts Committee.

Group activities eligible to Taxonomy objectives
Based on the activities described in the Taxonomy regulation,
Arkema’s activities falling within the relevant scope were identified
and analyzed jointly by representatives of the Research andDevelopment, Sustainable Development and Finance departments,
as well as representatives of the Business Lines. In 2022, a closer
examination of the legislation led Arkema to consider thatsome of its activities should be included in the scope of
eligibility as enabling activities. In 2023, a new analysis of thescope of eligibility was carried out to take into account thechanges ushered in by the new delegated acts. The scope ofanalysis corresponds to the activities included in the scopeof consolidation (for more details, see note 3 to the consolidated
financial statements at 31 December 2023 in section 5.3.3 ofthis document).

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The delegated act 2023/2485, amending the list of eligible
activities that can contribute to the two climate objectives,
and the new delegated act 2023/2486, defining the activities
eligible for the other four environmental objectives, do notallow the Group to expand the scope of eligible activities in 2023.
The Group’s activities are upstream of several of the listed
activities. They do not appear as components in the descriptions
provided, and therefore cannot be reported as eligible, oreven aligned, even though they contribute substantially tothe production of downstream activities, which are themselvestaxonomy-eligible and -aligned. Examples include high performancematerials used by automotive equipment manufacturers, andacrylics products used in water treatment. Analyzing the Group'sbusinesses for Taxonomy eligibility is a recurring process
which is improved year-on-year. Owing to the developmentof the Group's portfolio of increasingly sustainable solutions,
new eligible activities are expected to be identified over time.
In 2023, as in 2022, the Group’s activities eligible to climatechange mitigation and adaptation objectives therefore
corresponded to the manufacture of plastics in primary form,
as described in section 3.17 of Annexes I and II of theDelegated regulation of 4 June 2021, an activity that may fall
into the category of transitional activities for climate change
mitigation - note that the definition of plastics in primary
form in the current text is open to uncertainties in interpretation.
They also included the manufacture of batteries and energy
efficiency equipment for buildings, as well as the manufactureof renewable energy technologies, activities that may beenabling for climate change mitigation, described respectively
in sections 3.4, 3.5 and 3.1 of Annexes I and II of the same
Delegated regulation.
Some of the Group’s activities reported in category 3.17 of plastics
in primary form may also meet the definition of category 3.6
activities for the manufacture of other low-carbon technologies.
Precise analyses could not be carried out or documented;
accordingly, these activities were once again reported in
category 3.17 in 2023. However, this situation may be revisedfor future reporting periods.
Some Group activities, such as polymer membranes in batteries,
are eligible as both transitional and enabling activities. The
total eligible activities have been restated to avoid counting
an eligible activity twice.
The manufacture of plastics in primary form accounts for the
majority of the Group’s eligible activities, and concerns theGroup’s three growth segments, chiefly involving the High
Performance Polymers, Coating Resins and Adhesive Solutions
Industrial Assembly Business Lines.
The manufacture of batteries is primarily associated with
the High Performance Polymers Business Line, while theactivities involved in the manufacture of energy efficiency
equipment for buildings are mainly included in the Adhesive
Solutions segment.

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included products containing at least 25% renewable
raw materials, this proportion may evolve over time.
This highly demanding criterion relating to the recycled
or bio-based content of plastics in primary form
accounts for the low rate of alignment reported by
Arkema for such plastics;

Group activities non-eligible
to Taxonomy objectives
The Group's non-eligible activities correspond mainly totechnologies that cannot be classified as plastics in primaryform. Acrylic monomers and fluorogases are therefore notreported as eligible activities. Materials are often manufactured
substantially upstream of the value chains of activities which
may themselves meet the definition of eligible or even aligned
activities. This explains the discrepancy between the assessmentof activities in terms of Group sales corresponding to ImpACT+
solutions and the ratio of Taxonomy-aligned sales.

• activities related to the manufacture of batteries andof renewable energy technologies make a substantial
contribution if they are qualified as eligible; and• activities related to the manufacture of energy efficiency
equipment for buildings meet this criterion when theymeet various insulation performance coefficients,
including windows with a U-value lower than or equal
to 1.0 W/m2K, roofing systems with a U-value lower
than or equal to 0.3 W/m2K, and insulating productswith a lambda value lower than or equal to 0.06 W/mK.

Group activities alignedwith Taxonomy objectives
A Taxonomy-aligned economic activity is one that meets thefollowing requirements, as set out in article 3 of the Taxonomy
regulation: it contributes substantially to the objective underconsideration according to the technical screening criteria
defined for that activity, it does not significantly harm any of
the other environmental objectives according to another setof technical screening criteria, and it is carried out in compliancewith the minimum safeguards laid down in article 18 of
the Taxonomy regulation, relating in particular to humanrights, including fundamental principles and rights at work,anti‑corruption, taxation and fair competition.
The analysis performed focused on Taxonomy eligibility andalignment with the climate change mitigation objective, whichis the most relevant objective for Group activities that are
eligible for both the climate change mitigation and adaptation
objectives. Due to the complexity and detailed work required
at each site, the eligibility and alignment analysis of the climatechange adaptation objective could not be carried out in 2023.
Arkema has therefore reported 0% eligibility and alignment
rates for eligible activities with regard to this objective.
For the climate change mitigation objective:(i)Regarding the analysis of the “substantial contribution”
alignment criterion for the climate change mitigation
objective:• manufacture of plastics in primary form complies withthis criterion if said materials are:- fully manufactured by mechanical recycling, or- fully manufactured by chemical recycling where
mechanical recycling is not technically feasible oreconomically viable and if the life-cycle GHG
emissions, as verified by an independent third party,
are lower than the life-cycle GHG emissions of theequivalent plastics in primary form manufactured
from fossil fuel feedstock, or- derived wholly or partially from renewable feedstockand their life-cycle GHG emissions, as verified byan independent third party, are lower than thelife‑cycle GHG emissions of the equivalent plastics
in primary form manufactured from fossil fuelfeedstock. For this criterion, in line with theindicator for sales from products made fromrenewable or recycled raw materials (see section 4.3.2of this chapter), in 2023 as in 2022, Arkema has

4

(ii)

Regarding the analysis of the “do no significant harm”
alignment criteria for each environmental objective, Arkema
relies on its Environmental Safety and Product Safety
departments, which work with all sites to ensure compliancewith applicable regulations, manage a network of HSE
correspondents, coordinate compliance audit programs,
and promote awareness and prevention initiatives.
For the generic “do no significant harm” criterion:• regarding the climate change adaptation objective,
in 2022, Arkema commissioned a firm with recognizedexpertise in the field to conduct an analysis of physicalclimate risks covering all of the Group’s activities,
incorporating forward-looking criteria and using thehighest resolution available for each of the relevant
climate hazards. For further details, see section 4.4.4of this chapter. This study ranked Group sites byorder of estimated risk, based on the level of exposureand criticality of the site. Vulnerability of sites
corresponding to eligible activities and compliant with
Taxonomy “substantial contribution” criteria, wasassessed in terms of the alignment of the eligible
activities operated at these sites. In 2023, the Group
has adopted the methodology for assessing a site'svulnerability to climate change; however, while the2022 study included critical logistics hubs, thespecific task of analyzing the vulnerability of logistics
providers and other upstream players (suppliers of
raw materials or energy) has yet to be carried out;
• regarding the objective of the sustainable use andprotection of water and marine resource, assessmentsof the use of water resources and impacts are conducted
as part of the Optim’O project, resulting in a detailed
mapping of water withdrawals and uses and effluent
emissions, reviewed on an annual basis (seesections 4.3.3.2 and 4.5.3.3 of this chapter). Impact
assessments and the related management plans are
conducted in accordance with European directives
2000/60/EU and 2011/92/EU for all sites operating inEurope. For sites outside Europe, Arkema complies
with local regulations and it is this compliance that isnoted in the statement of validation of alignment withthe use and protection of water resources criterion;

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Corporate social responsability
Arkema’s corporate social responsibility (CSR) approach• with respect to the transition to a circular economy
target, the Group’s activities reporting eligible activities
subject to this criterion have assessed the availabilityof, or have adopted, techniques that support the
principles of reuse and recycling from the designphase of manufactured products;• regarding the prevention and reduction of pollution
related to the use and presence of chemicals, checks
are performed on the absence of hazardous substancesin the production process and in the manufactured
products within the eligible activities and complying
with Taxonomy’s “substantial contribution” criteria.
The Group Product Safety department has formally
documented a list of substances, which are updated
every year, based on Appendix C of Annex I of theDelegated Act on climate change mitigation andadaptation, revised in June 2023. The Product Safety
department, in liaison with Product Stewardshipmanagers for the businesses concerned, has performed
or overseen product analyses based on Environmental,
Health and Safety specifications for each productmanufactured. These specifications detail the compositionof the products and form the basis for the Product
Safety Data Sheets;• regarding the protection and restoration of biodiversity
and ecosystems, the impact assessments for thedifferent Group sites are also performed in compliancewith European directive no. 2011/92/EU or applicable
local regulations. Moreover, an audit of the geographic
location of industrial sites was performed in 2022 bya specialized firm of consultants to identify, fromamong the 33 sites performing a material activity interms of potential alignment, those sites located withinor near sensitive areas from a biodiversity perspective,
based on the definition of sensitive areas provided
under the criterion. Initial findings recommend an
in‑depth audit of 16 sites. This audit, which used theIntegrated Biodiversity Assessment Tool (IBAT) toaggregate various databases to identify biodiversity
issues, is part of a broader study launched in 2022
and finalized in 2023, highlighting the most significant
biodiversity issues in terms of risks, dependencies
and impacts for the Group’s entire value chain (seesection 4.5.3.1 of this chapter). This mapping forms
the basis of Arkema’s new roadmap.
It is important to note that Arkema’s systematic assessmentof the environmental and social impacts of major investment
projects covers climate change mitigation and adaptation,water resources, circularity, pollution and diversity (seesection 4.1.2 of this chapter).
(iii) Regarding the analysis of the “minimum safeguards”
alignment criterion, Arkema is committed to respecting
the human rights and principles set out in the International
Bill of Human Rights, the International Labour Organization’s
fundamental conventions, the United Nations Guiding
Principles on Business and Human Rights and the OECD
Guidelines for Multinational Enterprises, everywhere theGroup operates.
• The key verification items required by the Taxonomy
regulation are covered:- regarding human rights, Arkema – which is subject
to the law on duty of care – has deployed due
diligence procedures and systems to map, assess,

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prevent and mitigate all human rights risks and to
track the effectiveness of these systems. The
various components of the duty of care plan andthe measures deployed as part of the Group’s
Human Rights Policy, covering the Group’s entire
reporting scope, are detailed in section 4.6.3 of thischapter. The specific measures used to monitor
assessment systems, actions and results relating to
suppliers are described in section 4.6.4 of this chapter,- regarding anti-corruption, Arkema – which is
subject to the French Sapin II Law – has deployed
due diligence procedures and systems to combat
influence peddling and corruption and a specificcorruption risk map is maintained and kept up todate (see section 2.1.2 of this document),- the Group’s business compliance and ethics programfor fair competition and the fight against corruption(see section 4.6.2 of this chapter) defines and describes
rules and procedures as well as the risk and sanctions
oversight process. Its application across the Group
is overseen by a Compliance Committee.
The Group has a whistleblowing system to reportwrongdoing in all areas covered by the Code of
Conduct, in particular social impacts and corruption.
This system is part of a procedure described on theGroup’s website (see section 4.6.2.5 of this chapter).
An annual compliance and business ethics bulletin is
now emailed to all Group employees, who are eachrequested to reaffirm their commitment to the principles
and rules on ethics and compliance. E‑learning modules
based around the Code of Conduct have also beendeveloped and incorporated into learning programs
designed primarily for those employees most exposedto this type of risk (see sections 4.6.2.1 and 4.6.2.2 ofthis chapter), and- lastly, regarding tax compliance, in addition tocompliance with the tax laws and regulations of thecountries in which the Group operates, the Group’s
tax policy provides it with long-term legal certainty.
Arkema condemns and seeks to prevent all formsof tax evasion. Tax risks are included in the overallrisk management process (see section 4.6.2.6 ofthis chapter).
Based on compliance checks performed on the different criteria
covering Taxonomy-eligible activities, and with the uncertainty
linked to the interpretation of points of the regulation, particularly
regarding the description of certain activities such as plastics
in primary form in the Climate Delegated regulation, Key
Performance Indicators (KPI) covering aligned activities
for 2023 are outlined below. Tables detailing the indicators in
the format required by the Taxonomy regulation are presented
in paragraph 4.7.6 of this chapter.

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Turnover Key Performance Indicators (KPIs)
TURNOVER KPI 2023 (€m)

TURNOVER KPI 2022 (€m)

The ratios of eligible and aligned turnover between 2022 and 2023 varied from 33% to 32% and from 8% to 6% respectively.
This change is attributable to the decline in sales in the batteries business in 2023. Aligned turnover represented 20% of eligible
turnover in 2023, compared to 25% in 2022. This variation can be explained by the high alignment rate of the batteries business,
whose relative contribution decreased in 2023.

Capex Key Performance Indicator (KPI)
CAPEX KPI 2023 (€m)

CAPEX KPI 2022 (€m)

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INVESTMENTS 2023 (€m)

INVESTMENTS 2022 (€m)

Ratios of eligible and aligned Capex between 2022 and 2023 varied from 21% to 17% and from 14% to 10% respectively.
This change is mainly attributable to lower capital expenditure on the project to develop monomer and bio-sourced polymers
production capacity in Asia, which was in its final phase in 2023. In 2023, taxonomy-aligned investments represented morethan 60% of taxonomy-eligible investments. The €611 million of assets acquired correspond mainly to the acquisition of PI Advanced
Materials, which was completed in December 2023. This acquisition could not be assessed under the Taxonomy Regulation,and 100% of the values were declared non-eligible.

Opex Key Performance Indicator (KPI)
OPEX KPI 2023 (€m)

OPEX KPI 2022 (€m)

R&D expenditure accounts for half of eligible Opex expenditureand for two-thirds of aligned Opex expenditure. In 2023,
Taxonomy-aligned Opex represented nearly one-quarter of
the amount of Taxonomy-eligible Opex.

The denominators and numerators of these ratios were
determined on the basis of the analytical structure used forpresenting financial data for the Group’s activities. In
addition, financial information from the Group’s information
systems was analyzed and checked for consistency with
Turnover, Opex and Capex in 2023. For Capex and Opex, where
this structure did not allow direct generation of the required
data, assumptions were made or allocation keys applied.

These indicators were generated using existing reporting
systems to carve out the required financial aggregates, basedon the Group’s literal understanding.

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Corporate social responsability
Arkema’s corporate social responsibility (CSR) approachCalculations and explanations of indicators
The following sections set out the methods used and contextual
data for the three indicators that meet the criteria for
eligible or aligned activities specified in Annex I of Delegatedregulation 2021/2178. The methodology applied in 2023 isconsistent with that applied in 2022:

Turnover Key Performance Indicator (KPI)
This KPI corresponds to the ratio between third-party Turnover
for Taxonomy-eligible or aligned activities and overall Group
Turnover as reported in the consolidated financial statements
at 31 December 2023 (see section 5.3.2 of this document).
In some cases, the third-party turnover of certain eligible
activities corresponds to entire units of the Group’s financial
reporting structure and can therefore be included in the
consolidation system. In other cases, the third-party turnoverof the various eligible or aligned activities is derived from theGroup’s business intelligence or similar information systems,
which focus on the technologies or applications associatedwith the eligible or aligned activities concerned.

Capex Key Performance Indicator (KPI)
This KPI corresponds to the ratio between Capex for activities
identified as eligible to or aligned with the Taxonomy andoverall Group Capex.
The denominator therefore corresponds to the total ofproperty, plant and equipment and intangible assets as
published in the Alternative Performance Indicators in note 4
to the consolidated financial statements, right-of-use assets(ROU, IFRS 16) for the period, as given by the specificreporting tool used for application of IFRS 16 (see note 9.3 tothe consolidated financial statements), and property, plantand equipment and intangible assets resulting from businessacquisitions, excluding goodwill, whose values are shown as
additions to the consolidated balance sheet of the Group
entities concerned (see section 3.2.2 of note 3 to the financial
statements for items relating to assets associated with theacquisition of a majority stake in PI Advanced Materials).
The numerator corresponds to the items in the three above
categories that the Group was able to associate with theeligible or aligned activities identified.
Where eligible or aligned activities can be assimilated towhole units in the investment reporting structure, the data
was obtained from the Group consolidation system. In othercases, data was calculated by assigning investment amounts
to the production sites for eligible activities, basically inproportion to the fixed production costs for these activities
at these sites. Unless specific investment projects wereidentified, investments in aligned activities were calculated inproportion to the Turnover of the aligned activity in relation
to the eligible activity.

4

In 2023, as in 2022, the total amount of new right-of-use
assets was declared non-eligible. The allocation of values by
eligible activity required a considerable amount of work thatwas deemed disproportionate in terms of the low expectedvalue by activity.
Similarly, in 2023, assets acquired as part of portfolio
management operations were deemed non-eligible: these
correspond essentially to the acquisition of PI Advanced
Materials' High temperature materials business integrated
into the Advanced Materials segment, completed late in theyear and which could not be analyzed in order to enableclassification as an eligible activity.
Capital expenditure corresponding to investment programs todevelop taxonomy-aligned activities or individual measuresenabling the targeted activities to reduce greenhouse gas
emissions were identified and used.
In 2022 and 2021, Capex charged to eligible or aligned activities
was significantly impacted by the project to develop bio-based
monomer and polymers production capacity in Asia (for further
details on this project, see the “Profile, ambition and strategy”
section of this document). This is no longer the case in 2023,
as the project is nearing completion.

Opex Key Performance Indicator (KPI)
Because of the complexity of carving out Opex as specified in
the texts of the Taxonomy regulation and its delegatedregulations, the analysis of eligibility or alignment for Opex
focused on R&D-related expenses along with maintenanceand repair costs, which include building maintenance costs.
For the denominator, R&D expenses are identified in the
consolidation system, while other maintenance, repair andshort-term lease expenses are taken from the information
systems of certain entities by applying, where necessary,
assumptions on the average percentage of such expenses
with respect to total fixed production costs for the activities
concerned.
For the eligible Opex numerator, when eligible activities do notcorrespond to management units reported in the informationor consolidation systems, and the amounts associated withthese activities cannot therefore be identified due toinsufficient granularity, the eligible turnover indicator has
been used as key allocation.
Similarly, for the aligned Opex numerator, the aligned
turnover to eligible turnover indicator has been used as key
allocation to calculate the amount of aligned Opex based on
eligible Opex for the activity concerned.

Additional indicators
Alignment rates are calculated for the scope of eligible
activities to measure changes in alignment on the scope
covered by the Taxonomy regulation, for each of the three
indicators, Turnover, Capex and Opex.

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RATIO OF ALIGNED SHARE TO ELIGIBLE SHARE
Ratio of aligned share to eligible share

2023

2022

Turnover20%

25%

Investments

61%

68%

Taxonomy Opex

24%

30%

The Group will continue to adjust its methodology in 2024, as
well as its analysis of Taxonomy eligibility and alignment inpace with changes in texts and activities.
A significant part of the Group’s activities contributes to thedevelopment of customers’ eligible activities such as the
manufacture of low-carbon technologies for transport; andconstruction, extension and operation of water collection,
treatment and supply systems. As the Taxonomy regulation
focuses on clean technology manufacturing and excludes
components not specifically mentioned in descriptions ofeligible activities, these activities were not reported as
eligible in this document.

4.1.6 Duty of care plan
Pursuant to the provisions of article L. 225-102-4 of theFrench Commercial Code, the Group has established andimplemented a duty of care plan covering the activities of
the Company and all the subsidiaries it controls (seesection 6.1.2 of this document). More specifically, Arkema has
conducted an in-depth review of the consequences of its
activities, and of those carried out by its suppliers andsubcontractors that relate to their business relationship with

Arkema, in order to identify any serious risk of violations ofhuman rights and fundamental freedoms, as well as any
serious health, safety and environmental risks, so that, aspart of a continuous improvement approach, the Group can
introduce or supplement the reasonable care measuresnecessary to prevent such risks or mitigate their impact.

Management of the duty of care plan
The duty of care plan is reviewed – overall and with respect
to its implementation and the effectiveness of measures
undertaken. The review is led by the Sustainable Development
department, with input from the Human Resources, Safety
and Environment, Legal Affairs, Procurement, and Internal
Audit and Internal Control departments. The progress madeand proposals for action are presented at least once a year
to the Risk Review Committee, which validates the duty ofcare plan before submission to the Executive Committee
then to the Board of Directors.
In 2023, to step up its action in favor of climate change mitigation,
Arkema set new targets through to 2030 that were validated by
the SBTi (48.5% reduction in emissions for Scopes 1 & 2 and
54% reduction for Scope 3 compared with 2019). It alsoannounced its Net-Zero ambition for 2050. To achieve its
Scopes 1 & 2 emissions reduction target, Arkema is pursuing
its efforts in three areas: energy efficiency, optimization of
the most emissions-intensive processes, and low-carbon
purchases of electricity and steam. Major investments were
therefore approved in 2023, in particular €130 million for theCarling site in France to improve its operating efficiency andreduce its CO2 emissions by 20%. To reduce its Scope 3
emissions, the Group is increasing the proportion of its
raw materials that are renewable or recycled, selecting

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those with a lower carbon footprint, reducing its mostemissions‑intensive activities and developing polymer
recycling channels.
The Group has also stepped up its action on water, revising
its water policy in 2023. Arkema is aiming to cut its water use
by 82 million cu.m. by 2030, a 25% reduction compared to
2019. In order to achieve this objective, the Group's Optim'O
program includes measures to reduce water consumption by
optimizing processes, and to recycle wastewater in order toreuse some or all of its effluents. With regard to water
emissions, the Group has revised its wastewater chemical oxygen
demand (EFPI COD) target, and increased its reduction target
from 60% to 65% by 2030 (with a base year of 2012).
As part of the monitoring of the implementation of the dutyof care plan and the assessment of its effectiveness, theinternal audit and control system may be modified, if
necessary, to take into account any additional items identified.
For further details on the risk management and internal
control system, see section 2.2.3 of this document.
Paragraphs concerning the duty of care plan are identified by
the DCP icon.

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4

Mapping of serious risks and assessment procedure
The identification and review of these serious risks are basedon generic risks set out in the international standards andguidelines that Arkema uses to draw up its CSR policy (seesection 4.1.1 of this chapter), and the potential negative
impacts that the Group’s activities could cause to people andthe environment. To identify these potential negative impacts,
the Group uses preliminary analyses, internal feedback andcases observed in companies operating in similar businesses
or fields. Stakeholder expectations (see section 4.1.3 of thischapter) are also taken into account. Risks are reviewed inlight of a combination of factors that includes their impact
and likelihood of occurrence and the level of control
provided by existing prevention and management measures.
Risk assessments are updated regularly to take into accountlessons learned, advances in preventing risks and mitigating
their impact, and any emerging risks deemed relevant.

The identification and review of risks were carried out using
a collaborative approach involving the Sustainable Development,
Human Resources, Safety and Environment, Legal Affairs,
Procurement, and Internal Audit and Internal Control
departments. This process resulted in a risk map that waspresented to the Risk Review Committee. The procedures used
to regularly assess the situation of the Group’s activities andsubsidiaries with regard to the risk map are described in
more detail in section 2.2.4 of this document.
The risks identified in application of the duty of care aresummarized in the table below, presented in the subsequent
sections and, where applicable, supplemented in sections 2.1
and 4.6.3 of this document.
Appropriate actions to mitigate risks or prevent serious
violations, and to monitor the effectiveness of the measures
implemented, are presented below.

This mapping complements and is linked to the Group’s risk
management process described in section 2.2 of this document,
as some of the risks identified as potentially having a significant
negative impact on people or the environment are also material
risks for the Group itself.
Risk mapping for the duty of care plan

Sections in this document

Risks related to the Group’s activities
Human rights

Serious violation of human rights and fundamental
freedoms, labor and business relations

4.6.3 – Human rights

Health and safety

The social and environmental consequences arising fromindustrial accidents or acts of malice

2.1.1 – Accidents at sites, external storage or
warehouse facilities or during transportation

Exposure to substances that are toxic or hazardous tohuman health, whether involving Group or subcontractor
employees, customers or people living near Group facilities

2.1.1 – Exposure to chemicals

Global warming – Greenhouse gas emissions

2.1.3 – Climate

Air, water and soil pollution

2.1.1 – Pollution at sites, warehouse facilities
or during transportation

Environment

Risks relating to the activities of suppliers and subcontractors with which Arkema has established business relationships
Serious violation of human rights and fundamental freedoms, human healthand safety, and the environment

4.6.4 – Responsible procurement

Risks related to the Group’s activities: appropriate actions to mitigate risks
or prevent serious violations, and system for monitoring the measures implemented
and evaluating their effectiveness1. Human rights and fundamental freedoms
Respect for human rights is of the utmost importance to Arkema.
The Group therefore makes every effort to prevent humanrights violations against its employees, partners and otherstakeholders and to remedy any violations that do occur.
After reviewing internal feedback and the general riskspresented in the International Labour Organization’s Declaration
on Fundamental Principles and Rights at Work and theInternational Bill of Human Rights, and assessing the impact,
likelihood of occurrence and level of control that Arkema hasover these issues, no risks of serious violations of human rights
or fundamental freedoms were identified, or risks relating tolabor and business relations. However, Arkema is attentive tothese issues and is rolling out measures to mitigate risks andprevent serious violations, together with monitoring initiatives,
as described in sections 4.6.1 and 4.6.3 of this chapter.
Arkema published its Human Rights Policy in order to makeits commitments and management of the risks in this area
clearer and more visible for all stakeholders. The policy isavailable both internally and externally. In 2023, the Group
used the available internal audit data to identify and analyze
any potential human rights violations related to its activities.
The results confirmed the absence of any serious violations.
For further details, see section 4.6.3 of this chapter.

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Arkema’s corporate social responsibility (CSR) approach

2. Health and safety

3. Climate change and environmental protection

As a responsible manufacturer, Arkema places personal healthand safety among its top priorities. This commitment is clearly
expressed in its Health, Safety, Security, Environment and Quality
Policy. A harmonized approach, based on risk prevention, an
integrated management system and the dissemination of ahealth and safety culture, has existed within the Group formany years and is managed centrally.

As a responsible manufacturer, Arkema places the fightagainst climate change, environmental risk management andresponsible resource management among its top priorities.
This commitment is clearly expressed in its Health, Safety,
Security, Environment and Quality Policy.

The main risks of serious harm to personal health and safety are:• the social and environmental consequences arising fromindustrial accidents or acts of malice. Accident risks aredescribed in section 2.1.1 of this document. The management
system for these risks is described in detail in sections 4.5.1
and 4.5.2 of this chapter, and includes risk mitigation andserious violation prevention measures, as well as measures
for mitigating impacts in the event of an incident or accident.
The effectiveness of the measures undertaken is monitored
using a certain number of indicators, including the total
recordable injury rate per million hours worked (TRIR) andthe process safety event rate per million hours worked(PSER). As part of its continuous improvement policy, theGroup has set a TRIR target of 0.8 and a PSER target of 2.0
for 2030. Including accidents involving Group employees
and subcontractor employees, the TRIR was 0.9 in 2023,
stable versus 2022. This good performance is the result ofaction plans put in place over the past few years to raiseawareness of Arkema’s safety requirements among Group
personnel and contractors. In fact, Arkema’s performancein terms of its TRIR is one of the best in the chemicals
industry. The PSER was 2.8 in 2023, the same level as in
2022, and this consolidation of the Group's performance
was supported by the initiatives put in place. These include
the reinforcement of Process Safety culture thanks to the
10 Process Safety Must-Haves, the step-up in its programfor inspecting the mechanical integrity of equipment andcircuits, and the monthly monitoring of incidents by the
Executive Committee;• exposure to substances that are toxic or hazardous tohuman health, whether involving Group or subcontractor
employees, customers or people living near Group facilities,
as described in section 2.1.1 of this document. The healthand safety risk management system, which is described indetail in sections 4.5.1 and 4.5.2 of this chapter, includes
risk mitigation and serious violation prevention measures,
as well as measures for mitigating impacts in the event of
an incident or accident. In addition, responsible productstewardship, including the transparency and availability of
product information, is presented in section 4.2.4 of thischapter; and• the number of occupational illnesses related to exposure
to chemicals is one of the indicators for monitoring theeffectiveness of prevention measures over the long term.
In 2023, 36 cases of occupational illness were reported in
the Group in France. The frequency rate of 3.3 per million hours
worked is higher than in the previous two years, and at thesame level as in 2019-2020. Details on occupational
illnesses are given in section 4.5.2.2.4 of this chapter.

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A harmonized approach, based on the vision set out in thispolicy, has existed within the Group for many years and ismanaged centrally.

3.1 Climate change
Greenhouse gas emissions associated with the Group’s
activities, and acute and chronic weather events associatedwith climate change, may affect the environment and people.
An increase in the frequency and intensity of certain events(in particular floods, droughts or storms), which could lead toincidents or accidents at some of the Group's production
sites, could endanger employees and subcontractors working
there, as well as local residents, and could cause pollution(as described in sections 2.1.3 and 4.4.4 of this document).
To respond to this climate challenge and reduce the associatedrisks, Arkema continuously improves its climate change
response policy and steps up its actions year after year.
The climate policy described in section 4.4 of this chapter
includes risk mitigation and serious violation prevention measures.
In 2023, Arkema took its ambition further by setting two
ambitious new targets: a 48.5% reduction in its absolute
Scopes 1 & 2 emissions and a 54% reduction in its Scope 3
emissions by 2030 compared with 2019. These two short‑term
objectives have been validated by the Science Based Targets
initiative, an independent body (see section 4.4.1 of thischapter). In 2023, the Group's Scopes 1 & 2 emissions fell by
39% and its Scope 3 emissions by 53% compared with 2019.
A third indicator measures net energy purchases (Energy EFPI
compared with 2012), the intensity of which reflects theconsumption of energy whose production generates greenhousegas emissions. To optimize its energy consumption, Arkema
has set itself the goal of reducing its net energy purchasesby 25% by 2030 (for further details, see section 4.4.3.2 of thischapter). In 2023, the Energy EFPI was 0.91, an increase on
2022 due to lower overall production volumes. Studies arecarried out on optimizing operating conditions when facilities
are not operating at their nominal capacity. These concern
the most energy-intensive plants. The Group remains confidentof achieving its 2030 target of 0.75, thanks to ongoinginvestments in energy efficiency as part of the Arkema
Energy program.

3.2 Environment
As regards environmental protection, the main risk of serious
damage to the environment is the pollution of air, water andsoil, which is described in section 2.1.1 of this document. The
management system for environmental risks is described indetail in sections 4.5.1 and 4.5.3 of this chapter. It includes
risk mitigation and serious violation prevention measures, aswell as measures for mitigating impacts in the event of anincident or accident, or in the event of legacy pollution. The
effectiveness of the measures undertaken is monitored via
numerous indicators, including two strategic intensive
Environmental Footprint Performance Indicators (EFPIs
compared with 2012) for which targets have been set for 2030.

Corporate social responsability
Arkema’s corporate social responsibility (CSR) approach

The first indicator relates to the amount of volatile organic
compounds (VOCs) released into the air (VOC EFPI), with areduction target of 65%; the second indicator relates tochemical oxygen demand (COD) in wastewater (COD EFPI),
for which the reduction target was increased from 60% to
65% in 2023. In 2023, the VOC EFPI was 0.49, down on 2022
and therefore back on track to meet the 2030 target, thanks
to continued action on filtration performance and process
efficiency. In 2023, the COD EFPI was 0.38, in line with the
new target set for 2030. For further details, see section 4.5.3of this chapter. The results confirm the validity of theGroup’s programs and initiatives on reducing pollution risks.

4

In addition, to strengthen its commitment to promoting
responsible resource management, in 2023, Arkema set a
new target for water withdrawals. The aim is now to achievea reduction of 25% compared with the baseline year 2019,
i.e., a target of 82 million cu.m by 2030. In 2023, the indicator
was 86 million cu.m., down 5 million cu.m. on 2022, thanks
to successful efforts to reduce water at the Group's industrialsites. For further details, see section 4.3.3.2 of this chapter.

Risks related to the activities of suppliers and subcontractors with which Arkema
has an established business relationship: appropriate actions to mitigate risks
or prevent serious violations, and system for monitoring the measures implemented
and evaluating their effectivenessArkema’s suppliers carry out various activities related to the
supply of raw materials, energy, goods and services, andtransportation. These activities have the potential to cause
serious violations of human rights and fundamental freedoms,
human health and safety, and the environment.
To mitigate risks and prevent serious violations by its
suppliers, Arkema systematically communicates its CSR
requirements via its Supplier Code of Conduct and includes
specific CSR clauses in its general purchasing conditions,particularly in relation to ethics and compliance (respect forhuman rights, combating trafficking in conflict minerals,
combating forced labor, environmental protection) andmeasures to combat concealed employment.

• the Pragati program for responsible castor(see section 4.6.4.6 of this chapter for details).

farming

The effectiveness of the measures undertaken is monitored
in terms of the number of TfS suppliers assessed and thescores obtained. At end-2023, over 2,000 suppliers had beenassessed, and CSR scores had risen for 58% of suppliers
whose assessments had been updated. The percentage ofpurchasing spend from relevant suppliers is 77%.

Arkema also implements a supplier selection and assessment
process based notably on the following two programs (seesection 4.6.4 of this chapter for further details):

Some of the Group’s products use plant-based raw materials. If
raw material producers are farmers, the assessment systemoutlined above is not always applicable. For supplies ofcastor oil, the main bio-based raw material used by the Group,
an initiative is in progress under the Pragati program, launchedin 2016, on environmentally friendly and socially responsible
sourcing. This initiative is described in section 4.6.4.6 of thischapter.

• the roll-out of the Together for Sustainability (TfS) program,with a 2025 target of covering with a TfS assessment 80%of the Group’s purchasing spend with relevant suppliers(see details in section 4.6.4.5 of this chapter); andWith regard to its purchases of bio-based raw materials,
Arkema is working with its suppliers to ensure that its supply
chain complies with the European Deforestation Regulation(EUDR), set to come into force on 30 December 2024.

Remediation process
In the event of a major accident involving health, safety or the environment, a crisis unit is set up in accordance with the Group
procedure described in section 4.5.2.4 of this chapter.
For non-accidental incidents liable to affect human rights and fundamental freedoms, human health and safety and theenvironment, the remediation process is organized on a case‑by-case basis with representatives from the departments involved
and a management team adapted to the specific situation.

Report on the implementation of the duty of care plan
For risks related to the Group’s activities, the following
conclusions were drawn from the implementation of the
duty of care plan:• significant change is not necessary for the health, safety
and environment management system (described in detailin sections 4.2.4 and 4.5.1 of this chapter), which isconsidered to meet duty of care requirements;• judging from the main indicators, continuous progressinitiatives (described in sections 4.2.4, 4.4 and 4.5 of thischapter) appear to be effective, and should be continued inorder to at least achieve the strategic goals the Group has
set for 2030:• in terms of total recordable injury rate (TRIR of 0.8) andprocess safety event rate (PSER of 2.0), and• in terms of environmental impact: two climate indicators(Scope 1 & 2 GHG -48.5%, Scope 3 GHG -54% in absoluteterms compared with 2019) and three intensive emission
indicators (VOC EFPI -65%, COD EFPI -65% and Energy
EFPI -25% compared with 2012);

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Arkema’s corporate social responsibility (CSR) approach• no risks of serious violations to human rights or fundamental
freedoms were identified, or risks related to labor andbusiness relations. However, Arkema is attentive to theseissues and is rolling out prevention and monitoring initiatives,
as described in sections 4.6.1 and 4.6.3 of this chapter.
Concerning risks relating to the activities of suppliers andsubcontractors, the programs under way meet duty of care
expectations, including:• the roll-out of the Together for Sustainability (TfS) program,with a 2025 target of covering with a TfS assessment 80%of the Group’s purchasing spend with relevant suppliers(see details in section 4.6.4.5 of this chapter); and• the Pragati program for responsible castor farming (seesection 4.6.4.6 of this chapter for details).

Whistleblowing system and reports
The Group has a whistleblowing system that complies withboth the requirements of the law on duty of care and theFrench Sapin II Law.

The whistleblowing system was widely distributed, bothinternally and externally, in a manner appropriate to eachpotential whistleblower, notably through:The system was accordingly presented to the employee
representative bodies for inclusion in the internal regulationsof the Group’s various French sites. It is open to employees
and other stakeholders of the Group, such as former employees
and people applying for employment within a Group entity;
shareholders, associates and holders of voting rights at thegeneral meeting of a Group entity; members of the administrative,
management or supervisory body of a Group entity; externaland casual Group employees; as well as co-contractors of aGroup entity and their subcontractors.

• the electronic distribution of the compliance program,including the whistleblowing system, to all Group employees
once each year;• a presentation of the system in various training materials
as well as e-learning compliance courses offered to Group
employees;• publication on the Group’s intranet and internet sites.
A specific insert is also available on the home page ofIntranet sites for easier access to information.
For further details, see section 4.6.2.5 of this chapter.

CROSS-REFERENCE TABLE FOR THE DUTY OF CARE PLAN
Duty of care plan
Mapping of serious risks and assessment procedure

Sections in this document

2.2, 2.1.1, 4.1.3

Risks related to the Group's activities: appropriate actions to mitigate risks or prevent
serious violations• Human rights and fundamental freedoms

4.6.3• Health and safety• Industrial accidents• Exposure to chemicals• Occupational illness

2.1.1• Climate change and environmental protection
Risks related to the activities of suppliers and subcontractors with which Arkema has anestablished business relationship: appropriate actions to mitigate risks or prevent serious violations

2.1.1, 2.1.3, 4.4.4
2.1.3, 4.6.4

System for monitoring the measures implemented and evaluating their effectiveness• Human rights and fundamental freedoms• Health and safety• Industrial accidents• Exposure to chemicals• Occupational illness• Climate change and environmental protection

4.5.1, 4.5.2
4.2.4, 4.5.1, 4.5.2
4.5.2.2.4
4.4, 4.5.1, 4.5.3• Activities of suppliers and subcontractors

4.6.4

Remediation process: crisis management

4.5.2.4

Report on the implementation of the duty of care plan
Whistleblowing system and reports

180

4.6.1, 4.6.3

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4.2.4, 4.5, 4.4, 4.6.1, 4.6.3, 4.6.4
4.6.2.5

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Sustainable solutions

4

4.2 Sustainable solutions→ DEVELOP INNOVATIVE SOLUTIONS ADAPTED TO THE GROUP’S CUSTOMERS’ MAIN CHALLENGES AND SUPPORT THEM
IN THEIR QUEST FOR SUSTAINABLE PERFORMANCE

4.2.1 Management of sustainable solutions
In a world faced with a multitude of economic, environmental
and social challenges, Arkema aims to provide its customers
with sustainable and innovative solutions that contribute to
the Sustainable Development Goals (SDGs) defined by theUnited Nations. As indicated in section 4.1.3 of this chapter,
responsible product stewardship and the provision ofsustainable and innovative solutions have been clearly
confirmed as priorities in the materiality assessment.
Solutions that contribute to sustainable development are
therefore central to Arkema’s innovation policy and to thedevelopment of its product range. This opens up a vast arrayof opportunities, both for the Group and its partners.

The Product Stewardship Steering Committee reviews progressand decides on priorities and action plans for the responsible
stewardship of the range of solutions. Its composition andorganization are presented in section 4.1.2 of this chapter.
To supplement its innovation and responsible productstewardship processes, Arkema has implemented a program
to systematically assess its portfolio of solutions by BusinessLine in light of sustainability criteria. The program is presented
in section 4.2.3 of this chapter. Each Business Line develops
a short- and medium-term Sustainable Solutions roadmap,
which is reviewed every six months by the Business Line andSustainable Development management teams.

Through its commercial excellence program, Arkema listens
to its customers, enhancing its understanding of their needs
with a view to developing innovative solutions adapted totheir challenges and supporting them in their quest forsustainable performance.

In addition, the Group launched a responsible communication
training program for its employees in 2022 to ensure fair,
factual communications about its portfolio of solutions andtheir sustainability credentials.

Through its choice of research areas, its continuous developmentof employees’ skills and its innovation structure and processes,
Arkema endeavors to develop solutions with its partners that
address the societal challenges of today and tomorrow.

Circular economy

Through responsible product stewardship, Arkema also takes
care to ensure that its products do not harm people’s healthor safety or damage the environment. These aspects aretaken into account right from the product design stage.

Arkema has made the circular economy a priority area withthe overall goal of reducing the environmental impact of its
activities throughout the life cycle. Arkema’s approach to thecircular economy is presented in section 4.3 of this chapter.

In addition to complying with the regulations, which forms
the foundation of its commitment, Arkema implements anapproach aimed at continuously improving scientific knowledge
so that it can adapt its range of solutions accordingly andprovide its customers and end users with the informationnecessary for the appropriate use of its products.

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4.2.2 Innovation
Innovation is a strategic pillar in Arkema’s targeted growthstrategy and a key component in its contribution to sustainable
development. Innovation in manufacturing technologies,
products and applications is a driving force behind thedevelopment of sustainable solutions consistent with theGroup’s social responsibility commitment.

Arkema’s innovation strategy is outlined in section 1.1 of thisdocument.
In 2023, the number of sustainability-related patents filed
continued to increase, reflecting the Group’s dynamic in thisfield.

2023

2022

2021

Number of patent applications filed during the year relating to sustainable development

204

188

200

Percentage of patent applications filed during the year relating to sustainable development

94%

92%

90%

Solution sustainability assessments have been part of the steering processes of all Business Line innovation projects through a
set of sustainability criteria during the various validation phases.

4.2.3 Management of the solutions portfolio
Archimedes program: assessment of the solutions portfolio
To shift its product range more assertively towards
sustainable solutions, in 2023 Arkema continued the program
it started in 2018 to systematically assess its portfolio of
solutions in light of sustainability criteria.

relating to product responsibility in the area of health,safety and the environment, going beyond regulatory compliance,(ii) the principles of ethics and respect for human rights,
and (iii) long-term profitability factors;

The approach used is consistent with the Chemical Industry
Methodology for Portfolio Sustainability Assessments (PSA)
established by the World Business Council for Sustainable
Development (WBCSD). It takes into account all of the social,environmental and economic impacts.

• medium- and long-term trends in the regulatory frameworkand market expectations in terms of sustainable solutions,for which an impact criticality assessment is performed; andImplemented right from the initial design phases, the approachconsiders products in the context of their applications and of
the regions in which they are sold.
To the extent permitted by the information available, theassessment takes into account the entire value chain,including manufacturing processes, from raw materials tothe product’s end of life. It is carried out using three sets ofcriteria:• basic requirements, which reflect (i) the Group’s commitments

182

2023 Universal Registration Document• contribution to the UN Sustainable Development Goals(SDGs), using the market’s standard solutions as a reference.
The ten SDGs most relevant to Group activities were selected.
The assessment considers all known, presumed or suspectedhazardous substances present in finished products as well as
in raw materials and processes. Particular attention is paid,in terms of both products and the raw materials used, to thepresence of substances identified in the regulations as being
substances of very high concern (SVHCs) or which nonethelessmeet SVHC criteria, after Arkema’s analysis.

Corporate social responsability
Sustainable solutions

4

In this way, solutions are classified into different levels of contribution, making it easier to more effectively target actions thatfavor a sustainable sales portfolio.

ImpACT+ solutions
Solutions in the ImpACT+ category include those that, on the basis of a decision tree reflecting the three sets of criteria
mentioned above, simultaneously (i) meet the basic requirements, (ii) are aligned with regulatory trends and market
expectations, (iii) have a positive impact compared with the market standard on at least one of the SDGs, and (iv) do not
generate a significant negative impact on the other SDGs.

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Neutral and Challenge solutions
Other solutions can have a neutral impact or present a
certain degree of risk in view of evaluation criteria. Based on
the impact criticality assessment, they are classified aseither “Neutral/Opportunity for improvement” or “Challenge”.
Appropriate action and improvement plans have already beendrawn up for more than 85% of “Challenge” solutions,
including substitution plans for substances of very highconcern (SVHC) and roadmaps for the elimination of themost serious SVHCs for the Group’s raw materials andproducts alike.
At end-2023, the assessment covered 84% of the Group’s
third-party sales.
The percentage of sales generated by ImpACT+ solutions
stood at 51% in 2023 with a target of 65% by 2030. Despiteongoing efforts by the Business Lines to improve theirportfolios of solutions, the percentage of ImpACT+ sales fellin 2023 due to the combined effect of significant variations
in sales prices and in volumes in the solutions mix.
To achieve this strategic objective, the Group implements
voluntary actions to support three key drivers, which arecontinuous improvement of solutions, sustainable innovation
for products and applications, and active promotion of
ImpACT+ solutions.
In 2023, the Archimedes program was equipped with adedicated digital tool to facilitate the evaluation of solutions,particularly in terms of regulatory compliance. The tool
provides the Group’s Business Lines with simplified access tosource data and analyses, as well as scenario simulation
capabilities. The aim is to facilitate their decision-making andhelp them manage their roadmaps.

2030 TARGET
To strengthen its commitment in terms of sustainable offer, the Group has set a strategic target: 65% of ImpACT+ sales
in 2030.

Percentage of ImpACT+ sales
(1)

(1)

2023

2022

2021

51%

53%

51%

The percentage of sales substantially contributing to the United Nations SDGs (ImpACT+) was calculated on the basis of an assessment of 84% of theGroup’s third-party sales.

ImpACT+ solutions which, through their design and their use and end-of-life phases, contribute to the efficient use of resources
and a reduction in the carbon footprint (Sustainable Development Goals No. 12 “Responsible consumption and production” andNo. 13 “Climate action”), accounted for 41% (2) of the Group’s sales in 2023.

A powerful disinfectant that turns into water and oxygen
Among the many applications of hydrogen peroxide (H2O2), the disinfection of surfaces (floors, walls, pipes, etc.) is where
the unique properties of this product are clearly demonstrated. Effective with short contact times, hydrogen peroxide
differs from other disinfectants (chlorinated products, quaternary ammonium, etc.) in the absence of toxic by-products, as
it breaks down into water and oxygen. Hydrogen peroxide is an effective, fast and environmentally-friendly disinfection
solution, approved as a biocidal active substance by European regulations (EU 528/2012) and marketed under the Albone®,
Valsterane® and Peroxal® brands.

Contributing to the development of biofuels
As aircraft manufacturers and public authorities seek to reduce the carbon footprint of air transport, the use of biofuels
derived from biomass is booming. Demand for these renewable fuels is expected to double by 2040, and their development
is essential to the decarbonization of transport.
Their production requires new refining processes in which DMDS (dimethyl disulfide), a sulfur-based additive, in which
Arkema is the world leader, plays a key role.
Refineries converted to produce these biofuels must use catalysts to deoxygenate the vegetable oils from which the biofuelis derived. Arkema's DMDS, injected into the reactors at the appropriate time, is essential for activating the surface of thesecatalysts. The Carelflex® service offering, which ensures the safe and optimized injection of DMDS by a team of Arkema
experts on site at refineries around the world, is successfully supporting leading biofuel producers.

(2)

184

The percentage of sales contributing significantly to the United Nations SDGs (ImpACT+) was calculated on the basis of an assessmentof 84% of the Group’s third-party sales.

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Sustainable solutions

4

4.2.4 Responsible product stewardship |DCP|
4.2.4.1 Responsible product stewardship policy
Arkema integrates health, safety and environmental protection
into every product’s design and throughout its life cycle.
This product stewardship process, which in certain aspects
exceeds regulatory requirements, engages stakeholders acrossthe product chain, from raw material suppliers to end-customers.
The Group expresses its commitment to responsible productstewardship in its Social Commitment Charter and its Health,
Safety, Security, Environment and Quality Policy and by endorsing
the International Council of Chemical Associations’ (ICCA)
Responsible Care® initiative.
Concrete actions to reflect this commitment include:• active contribution to advancing scientific knowledge tobetter take into account the hazards and risks relating to
products and their use;
• product design aiming to reduce health, safety and environmental
risks. Particular care is taken with products designed for
consumers and professionals and with products likely to
end up in recycling loops;• risk management in existing product ranges that could leadto substitution, taking into account the entire value chain
so that all aspects are considered, from raw materials tothe product’s end of life, including waste treatment andthe circular economy; and• communication and clear information for product users,
based on fair advertising and marketing practices.
Leveraging its organization and the scientific and regulatory
expertise acquired over many years, Arkema ensures that
product-specific HSE roadmaps are defined by country andare adapted to local conditions, thus helping to drive
continuous improvement and deepen its knowledge of eachproduct’s features and conditions of use. In addition, theGroup uses the Arkema Integrated Management System(AIMS) described in section 4.5.1.2 of this chapter to manage
HSE risks related to product modifications, particularly changes
to product composition and manufacturing processes.
A training module on responsible product stewardship has
also been introduced internally and added to the training
program for various business and Supply Chain teams.

4.2.4.2 Regulatory product management
Regulatory compliance plays a key role in product safety forcustomers, the entire value chain and stakeholders.
In recent years, Arkema has notably deployed the Globally
Harmonized System of Classification and Labelling ofChemicals (GHS) and implemented the European Union’s
Registration, Evaluation, Authorization and Restriction ofChemicals (REACH) regulations, which came into effect in2007 to make the production and use of chemicals safer
throughout the European chemicals industry.

Deployment of GHS
GHS is a major United Nations initiative designed to replace
the various chemical classification and labeling standards
used in different countries with a global system based on
consistent criteria. The Group has deployed it in every
participating country, in line with its implementation in local
legislation.
In Europe, the GHS has been transposed into the Classification,
Labelling and Packaging (CLP) regulation governing chemical
products and mixtures. Arkema reassessed and classified all
the substances contained in its product portfolio within theregulation’s deadline and updated the related Safety Data
Sheets and labels. The Group tracks the GHS updates
published twice a year and aligns its Safety Data Sheets
accordingly in the countries and regions that transpose them.
As part of the Chemicals Strategy for Sustainability, theEuropean Commission has begun revising the CLP regulation
by adding new hazard classes for human health and theenvironment (endocrine disruptors; persistent, bioaccumulative
and toxic; and persistent, mobile and toxic). Arkema is
preparing for these future challenges by adapting its policies
and resources accordingly.

REACH implementation in Europe
REACH is a European regulation that aims to make in-depthchanges in the way chemical substances are managed by
improving the level of knowledge of these substances,
analyzing their environmental and health risks and defining
measures to manage the risks arising from their use or
manufacture.
An advocate of the regulation’s objectives since its inception,
Arkema mobilized a team of more than 30 experts intoxicology, ecotoxicology and regulatory compliance –working both centrally within the Product Safety andEnvironment department as well as within the Group’sbusinesses and corporate departments – to successfullycomplete the final phase of registration. At end-2023,
following the various acquisitions and divestments andchanges in the product portfolios, the Group had
444 registered active substances. Compliance with theseregulations represented an overall cost of around €65 million
for the registration of substances by the first threedeadlines. An additional envelope of more than €40 million
has been earmarked to cover the maintenance, improvementand development of the portfolio during 2019-2024.
When the registration stages have been completed, researchon chemical substances will continue in line with the REACH
regulation to further improve knowledge of their properties
and applications. The regulation represents a significant
source of progress in the areas of risk management and theprotection of the health and safety of people and theenvironment.
The quality of REACH registration dossiers has been of great
public interest since the end of the last REACH deadline.
In June 2019, the European Commission and the European
Chemicals Agency (ECHA) issued a joint action plan with aset of measures to address that need for improvement.

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In parallel, the European chemical industry, via the European
Chemical Industry Council (CEFIC), has defined and launched
an action plan to review and improve registration dossiers.
This multi-annual plan provides REACH registrants with aframework to progressively reassess safety data.
Arkema joined around 200 companies from the chemicalindustry in signing up to the action plan. It fits perfectly with
the Group’s responsible product stewardship strategy, which
has gone beyond the ECHA’s demands by proactively
updating its dossiers to take into account new data andchanges to ECHA guidelines.
With the launch of the European Union’s Chemicals Strategy
for Sustainability, Europe is opening a new regulatory chapter

for the assessment and management of chemical risks.
Arkema is already preparing by analyzing both the impact of
the strategy on its business and the opportunities it could
generate. In particular, Arkema actively participated in theeconomic impact analysis conducted by CEFIC to provide
input for the European Commission’s impact study. The
findings of this analysis should lead to the development of
new legislation or the revision of existing regulations such as
REACH, expected in the first half of 2025. These legislative
measures should be accompanied by a Transition Pathway toease the burden and impacts for the industry. Arkema will
adapt its own roadmap and associated resources to respondto these regulatory changes.

Management of REACH-defined substances of very high concern (SVHC)The European Union introduced its Community Rolling Action Plan (CoRAP) right from the first phase of registration, in order tobe able to identify the substances of most concern by 2027. Since 2012, 392 substances have been or will be evaluated under
the plan. 28 of the Group’s substances have been listed in CoRAP and their state of advancement is as follows:

CoRAP

2012-2025

Evaluation
completed

Additional
information provided:
awaiting conclusion

Additional
data being
constituted

Upcoming
evaluation

28

22

1

1

4

Number of substances

Following evaluation, additional information may be requested
to determine if the risks are effectively managed. This could
eventually lead to proposed pan-European risk management
measures, such as restrictions, the identification of substancesof very high concern or other initiatives outside the REACH remit.
Arkema has put in place a dedicated process to track the
REACH-defined SVHCs that are used in its productions orplaced on the market. It was designed in response to the
REACH substance authorization process, which has two phases:• the first consists in identifying substances that could havepotential negative impacts on human health or theenvironment. Once so designated, these “substances ofvery high concern” are added to a list of substances that
may be subject to prior authorization for their specific use(Annex XIV); and• the second phase aims to ensure that the risks from theuse of these SVHCs are adequately managed and that thesubstances themselves are being gradually replaced byappropriate alternatives. These substances may not be placedon the market or used after a designated date unless anauthorization is granted (or waived) for their specific use.
As soon as the authorities propose that a substance be listed
as an SVHC, Arkema responds to the public hearings organizedby the ECHA for substances whose use(s) may be subject toauthorization.
In cases where these substances finally qualify as SVHCs andare included in the candidate list, a review is conducted todetermine the most appropriate response, such as assessing
alternative substances for the intended uses, applying for
authorization when the substance is listed in Annex XIV, or
converting the production unit and phasing out production.

ANALYSIS OF THE GROUP’S SVHCs
SVHCs containedin products placedon the market

Of which SVHCs
contained in
raw materials

SVHCs subject to REACH authorization

11

10

SVHCs on the REACH candidate list

49

43

Substances of Very High Concern

Outside Europe, the table above covers all the Group’s businesses
except for recent acquisitions by Bostik and the High
Performance Polymers Business Line. Products containing
these substances, whether subject to authorization or on thecandidate list, accounted for 3.1% of sales in 2023, comparedto 2.9% in 2022. This increase is due in particular to a change
in the sales mix. The Group is continuing its efforts to reduce
the number of SVHCs in its products through substancereformulation and replacement. The Archimedes portfolio
evaluation program outlined in section 4.2.3 of this chapter is

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capable of identifying products in a “challenge” category, forpriority action-plan rollout.
In November 2015, Arkema filed an application with the ECHA
for the authorization of sodium dichromate, used as aprocessing aid at the Jarrie plant in France, while waiting foran alternative solution to be found. The request was
accepted by the European Commission on 29 January 2018
for a period of 12 years.

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At the end of 2023, the industry candidate list contained
235 substances, including (i) hydrazine produced at theplant in Lannemezan (France), (ii) 2-imidazolidinethione (ETU)
produced by MLPC International (France), (iii) nonylphenol
ethoxylates (NPE) produced by the Specialty Surfactants
business, and (iv) three photoinitiators (2‑methyl-1-(4methylthiophenyl)-2-morpholinopropan-1-one,
2-benzyl-2dimethylamino-4’-morpholinobutyrophenone and diphenyl(2,4,6-trimethylbenzoyl)phosphine oxide) produced by the
Coating Additives Business Line.
REACH’s third component is the restriction procedure, whichis intended to restrict or prohibit a substance’s production,marketing or use. A restriction on C9-C14 perfluorocarboxylic
acid derivatives, including perfluorononanoic acid (PFNA)
among others, came into effect on 4 August 2021. However,the Group has not been affected by said restriction, because
it voluntarily replaced these substances in its fluoropolymer
production process in January 2016. In Europe and in the
United States, regulation projects or proposals aimed atregulating per- and polyfluoroalkyl substances (PFAS) that
could have an impact on certain Group polymer chemical andfluorogases activities. In Europe, a proposal was made by
five member states of the European Chemicals Agency (ECHA)
in January 2023 to ultimately ban or restrict the production,marketing (including imports) and use of approximately
10,000 PFAS. This is the first step in a long process withseveral stages that will last until 2025. The last major step
was a six-month public consultation that was completed in
September 2023. Over 6,000 comments are now being
reviewed by the Risk Assessment Committee (RAC) and Socio
Economic Analysis Committee (SEAC).
Previously recommended for authorization, cobalt chloride is
now recommended for restriction, after an analysis of themost effective risk management option. The proposal
prepared by the ECHA was published in October 2018. It was
finalized in September 2020 when the committees for Risk
Assessment (RAC) and for Socio-Economic Assessment(SEAC), overseen by the ECHA, issued their final opinions to
the European Commission in anticipation of a regulatory
proposal. In the end, the European Commission abandoned
the restriction proposal in favor of a request to the ECHA
in July 2021 for an occupational exposure limit (OEL). After apublic consultation in the second quarter of 2022, the Risk
Assessment Committee (RAC) findings were sent to theCommission for inclusion in the Carcinogens and Mutagens
Directive (CMD). The Group, which uses the substance as aprocessing aid at the Jarrie plant in France, is analyzing theimpact and exploring various solutions, including replacement.
With regard to microplastics, the French law of 10 February 2020
relating to the fight against waste and to the circular economy("the Agec Law") introduced restrictions in the country on
the use of microplastics intentionally added to products. It
will have a limited impact on the Group’s activities in 2027
for some of its products used in cosmetic applications.
In parallel, the proposal to restrict the use of microplastics
in certain applications was adopted and came into force on
17 October 2023. This proposal is less restrictive than the
Agec Law. In particular, it contains no provisions to phaseout the use of microplastics in some cosmetic applications(makeup, lip and nail products) until 2035. A bill aligningeffective dates for bans in France and Europe has been
approved by the French Senate and is due to be reviewed by
Parliament.

4Compliance with other legislation
Outside Europe, Arkema markets its chemicals in accordancewith national and regional regulations, as applicable. Due toits history and global presence, some of these products are
already notified in many inventories. Should a need arise fora new product notification, applications can be filed in atimely manner thanks to the extensive database Arkema
maintains on the characteristics of its products.
In particular, since 2015, this process has made it possible torespond to the three new REACH-like regulations that havebeen introduced in South Korea, Taiwan and Turkey. For
example, Arkema has completed phase I registration ofsubstances in Taiwan and has been submitting annual
reports to the Korean authorities since 2016.
Arkema has also joined consortia formed to jointly register
substances brought to market in South Korea, in accordancewith article 15 of the Act on the Registration and Evaluationof Chemical Substances (ARECS), and registered nine
substances before the first deadline of June 2018. The Group
completed the pre-registration of all substances brought tomarket in South Korea in June 2019, in accordance with theamendment issued in March 2018, and registered thesubstances covered by the first deadline (31 December 2021).
Arkema continues to prepare for the registration of substances
according to schedule.
The Group is now preparing for the upcoming registration
deadline in Turkey and has already completed the necessary
pre-registrations. Arkema has positioned itself as the leadregistrant for around 50 applications and had alreadysubmitted 27 applications by the end of 2023. For theremaining substances to be registered, the major challenge
will be to ensure that lead registrants register early enoughto allow co-registrants to submit their information in linewith the new timeline adopted by the Turkish authorities inlate 2023.
In the wake of Brexit, the Group began compliance work on
the basis of the regulatory information available, in particularwith the grandfathering of registrations held by Arkema UK
Ltd and substance notification at 27 October 2021 to benefit
from transition periods for registration. The registration
phase has not yet started. The United Kingdom has
postponed the deadlines to give itself time to review theregistration process and make it less complex and more
tailored to local use of the substances.
Following the publication of rules aimed at reforming the
Toxic Substances Control Act (TSCA) Chemical SubstanceInventory in the United States, the Group notified the US
authorities of active substances in its portfolio in February 2018.
On a more specific note, the Group does not manufacture
any persistent organic pollutants (POPs).
The Group complies with regulations on genetically modified
organisms (GMOs) in different countries and regions. The vast
majority of plant-based raw materials used by Arkema isguaranteed GMO-free, and this can be traced if customers so
require.
Lastly, the Group has a policy of restricting the use of its
products in medical applications solely to temporary implants(less than 30 days). To assist the Group’s businesses in theirchoices, Arkema has set up medical applications assessment
committees in order to assess the compliance of theintended products with prevailing laws and regulations.

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4.2.4.3 Product information
Arkema relies on an in-house team of expert toxicologists
and ecotoxicologists which conducts product hazard studies
and works closely with regulatory experts to assess risks innormal conditions of use. The findings are shared across theGroup and externally in various forms, such as Safety Data
Sheets and labeling.

In addition, efficient IT systems enable Arkema to prepare
compliance documents and align them as needed with thelatest formats and data, notably when the GHS standardized
classification and labeling system is introduced in a new country.

Safety Data Sheets (SDSs)

The CLP regulation makes alignment with the GHS a legal
obligation throughout the European Union. In addition, under
the regulation, companies that put hazardous mixtures on
the market must provide information about those mixtures
to the bodies appointed by their country. The appointed
bodies make the information available to poison control
centers so that they can provide medical advice rapidly in an
emergency situation.

In many countries, Arkema describes its product characteristics
and conditions of use in Safety Data Sheets (SDSs), which
are required to market chemicals classified as hazardous tohuman health or the environment. They are prepared in someforty languages based on a global database comprising
the composition of every product and its toxicological,
ecotoxicological and physicochemical data, thereby ensuringconsistent information in every market. Arkema issues SDSs
in accordance with regulatory requirements and posts themon the Group website or the online QuickFDS platform. As
part of the responsible product stewardship process, Arkema
exceeds regulatory obligations by issuing SDSs even for
products that are not classified as hazardous and byproviding users with an emergency hotline available 24/7.
In Europe, the Group's organization and IT infrastructure
have made it possible to issue extended SDSs, the latest
REACH-compliant format which improve risk management by
including exposure scenarios for each identified use, and to
update its entire European SDS portfolio to comply with the
new format, which came into force on 1 January 2023.

Labeling
Arkema has also developed systems to print labels with aconsistent classification, regardless of the country in which
the product is manufactured or marketed.

Poison control centers

Under the new provisions of the CLP regulation, which cameinto effect in March 2017, these companies will be required
over time to:• use a harmonized format for the transmission of information
via a portal hosted by the European Chemicals Agency(ECHA). This EU-wide format will gradually replace national
requirements for the transmission of information; and• generate a unique formula identifier (UFI) for each formula,which must be included on the product label. This establishes
an unambiguous link between the product placed on themarket and the information relating to the mixture,enabling accurate and rapid identification of the product’s
formula. Accurate identification is essential in order toprovide the appropriate medical advice in an emergency.
Thanks to its teams and IT infrastructure, the Group notified
the European Chemicals Agency of the required information
within the deadlines set by the CLP regulation, and made theunique formula identifier available to its customers via labels
or Safety Data Sheets.

4.2.4.4 Animal welfare
Given its business portfolio, Arkema neither conducts triage
trials on substances derived from its research nor participatesin toxicology research projects that could involve the use oflaboratory animals.
The Group always conducts in-depth analyses of data inexisting literature, thanks to constant tracking of information
on Group substances, in order to use all of the available
public information.
The Group does not conduct toxicology studies on vertebrate
animals other than those required by the authorities and only
after an in-depth analysis and application of up-to-dateexisting public information on the substances in question.

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The necessary studies are contracted to outside laboratories
which are subject to oversight by the relevant ethics committees.
As required by REACH, the Group applies, whenever possible,
the rules for waiving standard testing when such tests are notjustified (due to the absence of exposure) or when alternative
methods can be used. In addition, Arkema participates in thework of FRANCOPA, a French platform dedicated to thedevelopment, validation and dissemination of alternative animal
testing methods, using the 3Rs (replacement, reduction,refinement), to which the Group adheres. It applies the 3R
approach in all the studies it conducts.

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4

4.3 Circular economy→ DESIGN PRODUCTS AND SERVICES THAT MINIMIZE WASTE AND POLLUTION, OPTIMIZE THE USE OF RESOURCES, AND KEEPPRODUCTS AND MATERIALS IN USE

4.3.1 Circular economy approach
To respond to the scarcity of natural resources and theincreasing environmental impact of human activities, Arkema
develops the circular economy by acting to protect resources,
promoting responsible consumption and reducing theenvironmental impact of activities throughout the life cycle.
The Group remains set on its choice of the circular economy
as a priority area, in line with the findings of its last materiality
assessment, presented in section 4.1.3 of this chapter. The
circular economy challenge and the changes it requires apply

to both the Group’s solutions and its industrial operations,and Arkema is speeding up and strengthening its actions inthis area.

The circular economy program is managed by the Circular
Economy Coordination Committee, which meets at least
twice a year. It is made up of the Research & Development,
Sustainable Development, Processes and Environment VicePresidents and the Renewables and Recycling ScientificDirector. It oversees programs relating to the circular
economy and the progress made in this area.

The main advances are shared with the Industrial Ecology
Steering Committee for aspects related to transformation
processes and with the Product Stewardship Steering
Committee for all other aspects of the circular economy.
These two steering committees, which include members of
the Executive Committee, approve guidelines and decide onpriorities and action plans.

Arkema’s approach to the circular economy and responsible
resource management covers the entire value chain and isbased on four main drivers:

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4.3.2 Material selection
A pioneer in the use of raw materials made from biomass, as
illustrated by the use of castor oil to produce Rilsan® highperformance polyamides, Arkema makes every effort tomaximize the use of circular materials in its products andpackaging, including recycled or non-virgin materials andmaterials from renewable sources. The Group's innovation
strategy, presented in section 1.1.2.1 of this document, and inparticular the "Bio-based or biosynthesized materials" program,fully supports this dynamic.
The new facility in Singapore produces 100% bio-based amino 11
monomer and Rilsan® polyamide 11 expands Arkema’s
offering of performance materials made from renewablesources. The Group issued its first green bond in 2020 fully
dedicated to the financing of this industrial project (seesection 5.5 of this document).
The Group works extensively with its suppliers to measure thepercentage of renewable and recycled materials in purchased
products and packaging, to encourage the development ofcircular solutions, in particular via partnerships, and tosecure the supply of strategic materials.

This ongoing commitment was again demonstrated in 2023
by the fact that products at least 25% made from renewableor recycled raw materials accounted for around 11% of Groupsales. This indicator is up on previous years, demonstrating
the interest shown by the Group's markets in solutions
derived from renewable and recycled materials. Renewable
raw materials include bio-based materials (i.e., from biomass,plant or animal), and materials certified renewable by a massbalance approach. Recycled raw materials may also include
materials certified using the mass balance approach. To date,nine sites in Europe have received International Sustainability &Carbon Certification-PLUS (ISCC+), which guarantees thetraceability of bio-based and recycled raw materials according
to the mass balance approach. This certification enables theGroup to promote a new circular product range to its
customers.
In line with this indicator, the 25% rate has been used as thebaseline for the “substantial contribution” criteria for Arkema’s
Taxonomy-eligible activities in the Plastics in primary form
category (see section 4.1.5 of this chapter).

In addition, the Group’s activities are encouraged to apply
eco-design principles, and more particularly the use of circularmaterials and packaging, right from their solutions’ initial
phases of development.

New ranges of mass balance-certified materials
In 2023, Arkema further expanded its range of solutions with new ranges of bio-attributed products, certified using themass balance method under the International Sustainability & Carbon Certification-PLUS (ISCC+) framework. Thanks to
the ISCC+ certification of the Ribécourt (France), Antwerp (Belgium) and Châteauroux (France) sites, the Group islaunching new bio-attributed adhesive solutions, including the Kizen® and aQ® ranges for the packaging and hygiene
markets, as well as bio-attributed specialty surfactants, with the alkoxylates Surfaline®, Sensio™ and Neoliens™.
These new solutions complement Arkema’s range of bio-attributed products, including acrylic monomers, Rheotech™ and
Ecodis™ specialty acrylic additives, Encor® coating resins and Kynar® CTO PVDF. Arkema is accordingly accelerating
innovation in renewable materials for its customers and partners.

Bio-based instant glueThanks to its patented “Crackless” synthesis process, Arkema has developed an industrial route for a new bio-based
cyanoacrylic monomer. It is derived from a bio-alcohol from the Oleris® range, produced entirely from castor beans from
India, where Arkema has implemented several initiatives related to the responsible cultivation of castor beans, including
the Pragati program. This new range of instant adhesives, developed by Bostik, will be marketed in the Industrial
Assembly and Consumer markets. As well as being the first 60% bio-based instant adhesive, it has better water and hightemperature resistance than other solutions currently on the market.

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4

4.3.3 The circular economy in transformation processes
The Group’s initiatives to reduce the environmental impact of
its industrial sites are underpinned by its resource management
policy and notably consist in optimizing their use of raw materials,
energy and natural resources like water. New manufacturing
units are designed to incorporate environmental footprintconsiderations into the choice of processes and equipment.
Special attention is also paid to operating conditions, andmaintenance and development investments are regularly
undertaken to optimize the use of water, energy and raw
materials at Group plants.

4.3.3.1 Energy use
Arkema has developed a climate policy, which is presented in section 4.4 of this chapter. This policy mainly includes ambitious
objectives and concrete actions to improve the Group’s energy intensity and energy mix. For further details, see section 4.4.3.2of this chapter.

4.3.3.2 Water withdrawals |DCP|
Water is used in the Group’s industrial operations to provide
a reaction medium for certain production processes, cool
production installations, clean products and equipment andgenerate steam.
The Group also operates hydraulic barriers to containgroundwater contaminated by legacy pollution on historicalsites. Water withdrawn in this way may be either used ordischarged after any necessary treatment.
Convinced of the importance of responsible water managementin protecting the environment and biodiversity, Arkema
presents its commitments in its Health, Safety, Security,
Environment and Quality Policy and in its Water Policy. The
Group strives to optimize its consumption of fresh water,whether withdrawn from surface or groundwater. Arkema is
upgrading production practices by installing water-saving
systems and by developing closed loops. These initiatives cancover a wide range of solutions, such as tracking usage more
effectively, installing flow meters, deploying leak detection
programs, changing technologies, upgrading fire-fighting
systems, recovering rainwater and recycling water fromscrubbing or vapor condensates.
In 2016, as part of the operational excellence program, theGroup launched the Optim’O project to optimize its
production units’ water management. The project’s steeringcommittee is chaired by the Industry and CSR Executive
Vice-President, a member of the Executive Committee.
The analyses carried out as part of this project found that:• 90% of water withdrawn from the natural environment isreturned as surface water; and• 90% of the Group’s water withdrawals are attributable tojust 15 industrial sites, two of which are classified as highor very high priority for water management, due to (i) theirlocation in an area that will face climate-change-induced
water stress and (ii) the high level of water use at these sites.
Drawing on these observations, the Optim’O project gives riseto numerous initiatives, particularly at the sites that accountfor most of the Group’s water use and/or generate the mostwastewater.
Since 2020, the approach to risks from water stress and othernatural hazards resulting from climate change has beendeveloped based on projections to 2030 and beyond madeusing the World Resources Institute’s Aqueduct tool. This
analysis was rounded out by data from the study into the
exposure of all Group sites to climate hazards, launchedin 2022 (for further details, see section 4.4.4.1 of this chapter).
Based on the update of Aqueduct data for 2023, the Grouphas identified 28 sites, representing 12% of water withdrawals
and 15% of production volume, that warrant high or very-highpriority for water management by 2030. The analysis of the
impact of water stress on the Group’s activities began
in 2021 with a pilot study on a globally established Business
Line, enabling resilience scenarios to possible episodes ofrestrictions to be defined. The approach has continued sincethen, notably with the integration of the French sites most at
risk following the droughts of 2022 and 2023.
The Optim’O project is one part of the assessment of the “dono significant harm” criterion regarding the objective of thesustainable use and protection of water and marine
resources for Arkema’s taxonomy-eligible activities (seesection 4.1.5 of this chapter).

Reducing water use
The Hengshui plant (China), located in an area of high water stress, is now reusing its wastewater. In 2023, 63% ofwastewater was reused. In addition, 52% of its water supply comes from the recycling of wastewater from the industrialzone. Since 2017, the site has thus reduced its water withdrawals from the natural environment by 85%.

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The table below presents consolidated water withdrawals in 2023, 2022 and 2021, calculated according to the methodology
described in section 4.7 of this chapter.
Water use

Water withdrawals (in millions of cu.m)

2023

2022

2021

86

91

97

Water withdrawal decreased by 5 million cu.m in 2023, reflecting the conservation efforts made.
To step up action on protecting water resources, in 2023, the Group set a new target for reducing water withdrawals:

2030 TARGET
25% reduction in water withdrawals with respect to 2019, i.e., a target of 82 million cu.m by 2030.

4.3.3.3 Raw materials use
Arkema wants to contribute to optimizing the consumptionof non-renewable raw materials used in its manufacturing
process with the primary goal of reducing their use by
deploying process control initiatives and developing best
operating practices.

used in its production processes. It promotes the purchaseof recycled packaging and encourages its suppliers to develop
this practice. It also offers customers other recycling solutions
and deploys circular economy initiatives that are described in
sections 4.3.2 and 4.3.4 of this chapter.

In addition, to optimize its own and its customers’ raw materials
use, the Group undertakes, independently or in partnershipwith suppliers, such programs as recycling the reaction solvents

Lastly, the Group also uses circular, renewable and recycled
raw materials in its production processes, as described in
section 4.3.2 of this chapter.

4.3.3.4 Circular economy and industrial operations
Through its Health, Safety, Security, Environment and Quality(HSSEQ) policy the Group strives to limit both hazardous andnon-hazardous waste, and recovers co-products generated
by its industrial processes. For hazardous waste, external
treatment is carried out by specialized companies approvedby the Group following a case-by-case assessment based on thecharacteristics of each type of waste. Moreover, cross-border
movements are the exception rather than the rule, and are
carried out in strict compliance with national and international
regulations.
The Group’s industrial-scope circular economy program has
been strengthened since 2020 and involves:• reducing consumption of raw materials;• reducing the use of packaging (upstream and downstream);• reducing waste production;• carefully sorting and preparing waste to ensure the best
possible treatment process;• securing the sale of co-products and by-products andpreventing their reclassification as waste;• improving internal and external waste treatment processes;
and• processing third-party waste in cases where it is possible
to improve disposal methods.
As part of this program, an awareness campaign has beenlaunched for all industrial sites and a review of all waste
flows has been initiated in order to improve circularity.

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Recycling packaging materials
For many years, the Group has been using recycling andrecovery channels provided by packaging suppliers andencourages its customers to also use these systems.
Recycled packaging is used whenever possible, depending on
the compatibility between containers and contents. Out of
their total packaging consumption, some industrial sites
already use up to 70% recycled packaging.
More direct channels have also been set up, such as at the
ArrMaz plant in Kunming (China), which returns intermediatebulk containers (IBCs) to its suppliers, and which itself set up
a take-back system for empty drums and IBCs from severalof its customers in 2021.
The Group also stresses the importance of using new
packaging designed with an optimized percentage of recycledmaterials, as cardboard and plastic container recycling
operators now offer a wide selection.
The marketing teams from the Group’s various businesses
work to integrate into their product lines packaging madefrom the Post Consumer Recycled (PCR) stream, as the offer
of these materials continues to grow. The Group’s technicalapproach to packaging places priority on single-material
packaging and high recyclability options. For example, thesmall bags used for Bostik’s tile adhesives and mortars havealways been made out of kraft paper, a material with arecycling rate of 80% to 85%. A firm advocate of using
recycled packaging, Arkema urges its suppliers to design anddevelop standards that will contribute to rapidly expanding
recycled packaging solutions throughout the chemical industry.

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Since 2020, manufacturers of plastic cartridges (an essential
packaging component for the sealants and adhesives
produced by the Group) have entered into a technical testing
phase designed to ensure that a significant portion ofrecycled plastic is integrated into their production processes
in the near future.

Reusing co-products

4

Co-products from the conversion of castor oil into undecanoic
amino acid at the Marseille (France) plant are examples ofreuse through the Oleris® range, whose bio-based origin is inincreasing demand in recovery channels.
At the Hengshui site in China, similar co-products, along withcrystallized sodium sulfate converted from a sulfuric acidwaste flow, accounted for a total of 33,700 tonnes sold in 2023.

Arkema markets co-products from the production of its main
products by finding suitable commercial applications linked
to their inherent properties.

Waste recovery in Jarrie (France)
In 2022, a waste alumina recovery process came into operation: after purification by a subcontractor, the product is soldto steel producers. Its success was confirmed in 2023 with the recovery of 500 tonnes, i.e., 88% of the production of thiswaste, which was previously sent to landfill.

Waste

In recent years, the Group has in particular:

Recovery• explored new ways to recover and reuse certain types ofby-products, for example, to replace conventional fuels inboilers, notably at the La Chambre, Carling and Marseillesites in France;

In addition, Arkema is seeking solutions to transform certain
types of industrial waste, which otherwise would bediscarded, into products that can be used in other industries.
The Group formed a transdisciplinary working group –representing Business Lines, procurement, processes, HSEQ,
R&D and sustainable development – to step up these efforts
and increase coordination with partners.
In 2023, 23% of waste produced worldwide by the Group wasrecycled on- or off-site to recover useful materials.
For several years, the Mont facility in France has marketed
the sodium-water produced as part of a monomer purification
process to the paper industry for use in the kraft paper andcardboard production process. The basic, organic material-richwater helps to minimize sulfur loss in the process regeneration
loops.

• recycled cleaning solvents and optimized cleaning cycles; and• installed filters to reduce sludge volumes.
The following chart shows the amounts of recovered andnon-recovered waste generated by the Group’s operationsin 2023, 2022 and 2021, calculated according to themethodology described in section 4.7 of this chapter.

RECOVERED AND NON-RECOVERED WASTE(in kt per year)

At the Lacq site (France), desulfogypsum from the sulfur
residue treatment facility is a non-hazardous waste that is
re-used as a material for the manufacture of plasterboard.
In 2023, 15,700 tonnes of desulfogypsum were recycled inthis way, thereby avoiding their being sent to landfill.
At the Jarrie site (France), used secondary filters from thehydrogen peroxide production unit were previously sent straightto disposal systems. Thanks to a new waste recovery system,
the palladium present in these filters is now recycled andreused in the production of one of the catalysts used by thesite. This precious metal is on the European Union’s list ofcritical raw materials.

Emissions
While inherent to its industrial operations, the Group ensuresthat its waste production is managed at every stage of its
business activity and that resource recovery and recycling
solutions are found whenever possible.
This commitment is reflected in a number of areas:

The Group’s objective is not only to reduce overall waste
production, but also to recycle waste or recover its energy
potential by burning it as fuel.

• reducing waste at source, by designing products andprocesses that generate as little waste as possible;• recycling waste in the product value chain, in compliancewith the REACH regulation; and• recovering the energy potential of by-products and waste,
wherever possible, by burning them as fuel.

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The following tables show the amounts of hazardous and non-hazardous waste that were either recycled or burned as fuel in
2023, 2022 and 2021 calculated according to the methodology described in section 4.7 of this chapter.
Hazardous waste (in kt per year)

2023

2022

2021

Hazardous waste recycled into materials

27

27

27

Hazardous waste burned as fuel

84

58

63

Non-recovered hazardous waste

68

113

107

• Of which landfilled

2.7

5.2

3.8

TOTAL HAZARDOUS WASTE

178

198

197

2023

2022

2021

63

67

58

Non-hazardous waste (in kt per year)
Non-hazardous waste recycled into materials
Non-hazardous waste burned as fuel

11

8

8

Non-recovered non-hazardous waste

140

136

144

• Of which landfilled

22

27

25

TOTAL NON-HAZARDOUS WASTE

213

211

210

In 2023, the overall waste volume fell by 17 kt, mainly due tothe wider decline in production.
The Group continued its waste recovery efforts in 2023: 23% ofwaste produced by the Group worldwide was recycled at the
production site or off-site to recover useful materials and
24% was burned as fuel (compared with 16% in 2022).

To step up action on protecting resources, the Group set
in 2022 a new goal for waste treated without recovery as apercentage of production. The target is 48 kg/t on averageover the 2022-2024 period, i.e., an annual reduction of 1.5%
compared with 2021 (49.5 kg/t).

4.3.4 Development, use and end-of-life management
Arkema works with its partners across the value chain to design and develop solutions that help keep products and materials in
the use loop.

Eco-design
In cooperation with its customers and suppliers, Arkema
works for each of its applications and technology platforms
to identify the most relevant circularity drivers, such as
optimization of the quantity of materials used, extension of
product lifespan, separability of materials and components,
recycling and degradability.

Various training initiatives have been carried out with theteams involved in innovation within the Group’s businesses
to ensure that these issues are taken into account from theearliest phases of the design process.

Making even better use of returnable bottles
Drawing on its extensive experience in coating glass containers, Arkema has developed a range of solutions to extend thelife of returnable bottles. The Kercoat® 500 protective coating, applied by manufacturers at the end of the production
line, helps to prolong the life of glass bottles by effectively delaying the damage they can suffer during bottling, such as
scratches and embrittlement, thereby doubling or even tripling their useful lives. This coating not only helps to improve
the aesthetics and marketability of the treated bottles, while reducing the costs associated with their replacement, butalso helps to reduce their carbon footprint.
The Opticoat® range, used by bottlers as a coating to hide micro-scratches and white marks that can appear whenbottles are reused, allows bottles to be used for up to 50 cycles, compared with the standard 20. With the launch of a
92% bio-based version with Opticoat® 340 in 2024, Arkema has reaffirmed its commitment to developing solutions thatare increasingly aligned with its environmental concerns and those of its customers.

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Washable adhesive solutions for labels to facilitate packaging recycling
The Bostik TLH 9200 E&LT and Bostik FlexcrylTM ClearCycle adhesive solutions, which use hot melt and water-based
acrylic technologies respectively, facilitate recycling. The combination of these adhesives with specific paper or filmlabels is designed to separate them from the main packaging material (bottle or tray, polymer or glass) in mechanicalrecycling and washing systems, without adhesive residue or ink contamination. As a result, they facilitate closed loops,
i.e., the reuse of recycled material for the same applications.
The implementation of these technologies has led to numerous partnerships across all relevant packaging value chains(including label manufacturers, industrial machinery manufacturers, recyclers and even the brands themselves), in a large
number of countries. For example, Bostik joined the Nextloopp project in 2023. Nextloopp comprises 50 companies(including Danone, L’Oréal, Unilever, P&G, CCL and MCC) with the aim of creating an optimized recycling flow forpolypropylene food trays in order to put its technologies at the service of fully recyclable packaging.

Reducing the presence of hazardous materials
in the Group’s products
The presence of certain substances in our products can affecttheir recyclability. Arkema is committed to implementing a
responsible product stewardship approach that takes thisissue into account, thereby providing its customers with safer
solutions. The Group’s policy is described in section 4.2.4 ofthis chapter.

Extending the lifespan of the Group’s
customers’ products
Arkema aims to constantly improve the lifespan of both its
own and its customers’ products.
Kynar® PVDF, for example, is a long-lasting coating solution.
In the Kynar Aquatec® range, used for reflective roofs that
reduce buildings’ energy consumption, it preserves the whitefinish for an especially long time without maintenance.
Durastrength® acrylic impact modifiers extend the lifespanand enhance the performance of rigid and flexible PVC in
applications such as siding, fences, decks, rails, pipes andinjection-molded parts.

Recycling the Group’s customers’ products
Arkema is developing a number of solutions that make iteasier for customers to recycle their products.
For example, Elium® liquid thermoplastic resins are produced
using the same equipment and processes as thermoset
composites. Their properties make parts made from Elium®
easy to recycle, unlike parts made from thermoset resins
such as epoxy.
The Group has also developed technologies to protect glass
bottles (Kercoat®) and hide scratches (Opticoat®), whichsignificantly improve the appearance and useful lives ofbottles by tripling the number of times returnable bottles
can be reused.
The specialty surfactants activity has developed a solutionthat increases the recycling rate of roadwork scrap. Using
Cecabase RT® additives in asphalt mix increases theaggregate recycling rate by 10% to 15% compared withconventional techniques. These additives also reduce theasphalt mix’s workable heating temperature.
The circular economy is based on interaction between thevarious participants in an ecosystem and therefore requires
the development of partnerships and consortiums to set up
recycling systems.
For example, since 2019, Arkema has been offering the
Virtucycle® recycling program via its subsidiary Agiplast(acquired in 2021), a company specializing in the regenerationof high performance polymers.

A virtuous circle for the supply and recycling of high performance polymers
The Virtucycle® program places Arkema at the center of a virtuous circle to source and recycle high performancepolymers. In addition to being specialized in specialty polymers recycling, Arkema connects its customers’ needs while
supporting them in eco-designing their finished product produced from the recycled material.
Since September 2023, Arkema has offered a range of recycled grades certified by SCS (1) that meet demanding
performance standards and offer a traceable supply chain, marketed under the Rilsan®, Rilsamid® and Pebax® brands. The
grades are produced by Agiplast, which has become Arkema’s mechanical recycling center for high performancepolymers. Also, this center, located in Italy, only uses renewable energy.
(1)

SCS is a world-leading third-party environmental and sustainability certification body. https://www.scsglobalservices.com/about/company

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Circular economy

4.3.5 Resource management measurement and life-cycle assessment
Measuring performance is an integral part of the plan for transitioning to a circular economy approach. Arkema has therefore
introduced a number of indicators relating to products and industrial processes, as presented below.
To accelerate its approach, the Group has defined medium- or long-term targets for three of these indicators:
Target year

TargetPercentage of sales from products made from renewableor recycled raw materials (1)Water withdrawals (in millions of cu.m)
Waste treated without recovery(kg/t of production) (2)Percentage of sales covered by a life-cycle assessment

2023

2022

2021

11%

10%

10%

2030

82

86

91

97

2024

48

47.4

51.8

49.5

2030

90%

56%

41%

27%

(1)

The percentage of sales from products made from renewable or recycled raw materials covers products with a renewable or recycled raw material
content of at least 25%.
(2) The target is 48 kg/t on average over the 2022-2024 period, i.e., an annual reduction of 1.5% compared with 2021 (49.5 kg/t).

Product life-cycle assessments
To assess the environmental performance of its products,
Arkema uses life-cycle assessments (LCAs) to convert theentire inventory of a product’s process material and energy
inputs and environmental emissions into environmental impacts.
The Group has developed dedicated LCA expertise at its
Rhône-Alpes research center in France. It has also set up the
global Arkema Life Cycle Assessment Network, which isinstilling this LCA culture across the organization, inparticular through periodic employee training courses, andendurably embedding it into the Group’s CSR process. The
Group supplies LCA data at the request of customers toenable them to assess the environmental footprint of a given
product all along its value chain.
In 2023, 56% of sales were covered by a life-cycle assessment.
This figure, which is significantly higher than in 2022, isnotably due to efforts to optimize the processes and tools

deployed by the Group to meet growing customer demand
for life-cycle analysis data and in particular data on carbon
footprints. Depending on the type of product, internal experts
assess the impacts in such areas as climate (greenhouse gas
emissions), ozone depletion potential, contribution to acidification,and energy, water and land use. Their scope is generally limited
to a cradle-to-gate analysis, i.e., to production operations
and upstream factors. In certain cases, this expertise may beshared with customers to help them implement their own
eco-design process, by providing them with the impact data
and discussing the most relevant indicators and the bestpractices associated with their assessment. LCAs are
performed in accordance with the recommendations of theInternational Reference Life Cycle Data System (ILCD)
Handbook and the international ISO 14040 and ISO 14044
standards describing the principles and framework for LCAs.

The Group intends to continue its efforts, and increased its target in 2023:

2030 TARGET
90% of sales covered by a life-cycle assessment.

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4.4 Climate

4

|DCP|

→ REDUCING THE CARBON FOOTPRINT OF THE GROUP’S ENTIRE VALUE CHAIN

4.4.1 Climate approach and commitment |DCP|The IPCC’s sixth assessment report, published in 2021, clearlyshows the impact of greenhouse gas (GHG) emissions fromhuman activities on climate change. The report specificallystates that limiting the impact of climate change iscontingent on limiting the increase in temperature to 1.5 °C
by 2100, which will require a major and rapid reduction ingreenhouse gas (GHG) emissions and the achievement ofcarbon neutrality by 2050. In 2022, Arkema strengthened its
commitment from well below 2 °C to 1.5 °C; thanks to thesignificant progress made in 2022. The Group took its
ambition even further in 2023. The new 2030 targets, alignedwith the 1.5 °C trajectory, have been approved by the Science
Based Targets initiative (SBTi), an independent global body.

The Group’s climate plan, aligned with the Paris Agreement,
includes mitigation measures across its entire value chain, as
well as an adaptation strategy.
The SBTi’s validation of the Group’s ambitious targets, alignedwith a 1.5 °C trajectory, paves the way to the achievement of
Net-Zero emissions by 2050 (3).

2030 TARGET
48.5% reduction (1) in Scopes 1 + 2 Kyoto Protocol greenhouse gas emissions compared with 2019.
54% reduction (1) in Scope 3 Kyoto Protocol greenhouse gas emissions compared with 2019.
(1)

Absolute emissions contraction approach.

2030 Target
25% reduction in net energy purchases in EFPI terms compared with 2012.

The climate plan is also supported by an increase ininvestments contributing to the Group’s decarbonization,
which could reach a cumulative amount of €400 million overthe 2022-2030 period and will be included in the Group’srecurring capital expenditure envelope.

In addition to the mitigation measures outlined above, anddetailed in section 4.4.3, the Group is developing a climatechange adaptation strategy, presented in section 4.4.4 of thischapter.

Moreover, the Group continuously innovates and improves its
production processes, implements an ambitious energy
efficiency improvement strategy, notably through its Arkema
Energy program, and pursues its efforts to purchase energy
from low-carbon sources.

GovernanceIn line with the Group’s 2030 objectives, each of Arkema’s
Business Lines has drawn up its own decarbonization planand trajectory, identifying the necessary industrial projects,
improvements or disruptions, as well as low-carbon energy
requirements.

The Board relies on its various committees to review the climatechange mitigation and adaptation strategy, and in particular
the Innovation and Sustainable Growth Committee and the
Audit and Accounts Committee, whose roles and activities
are described in sections 3.3.4.1 and 3.3.4.3 of this document.

In addition, climate issues are taken into account in industrial
investment decisions, energy and raw materials supply
contracts, as well as the evaluation of acquisition projects.

The climate plan, performance indicators and targets, including
those filed with the SBTi, are defined by the Executive Committee
and presented at least once a year to the Board of Directors
by the Sustainable Development Vice-President. The Executive
Committee is informed of changes in GHG emissions on aquarterly basis. In 2023, the climate plan, the objectives validated
by the SBTi and the main levers for action were presented tothe annual general meeting held on May 11 in Paris.

Arkema also encourages its suppliers of the most emissionsintensive raw materials to commit to SBTs to reduce theiremissions by participating in the CDP supply chain initiative.
The Group is determined to enhance its product range,
notably by developing solutions that help reduce greenhousegas emissions. The innovation strategy described in
section 1.1 of this document, together with the developmentof fluorogas-based solutions, contribute to this objective.
(3)

Climate governance is supported at the highest level of theGroup, by the Board of Directors, as indicated in sections 3.3.2.1
and 3.3.2.3 of this document, which describe its role
and activities.

SBTi Net-Zero criterion: 90% reduction on Scopes 1 + 2 and Scope 3 compared with the baseline year.

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Corporate social responsability
ClimateIn addition, the process is overseen by the Industrial Ecology
Committee, which is chaired by the Industry and CSR Executive
Vice-President, a member of the Executive Committee, andan integral part of the CSR governance described in section 4.1.2of this chapter.

mobilization of AFEP member companies to significantly
reduce their GHG emissions throughout their value chains.
In 2023, the Group unveiled its Arkema Energy program.

Lastly, the climate plan is managed by the Climate Steering
Committee, which meets on a quarterly basis. This committee
is coordinated by the Sustainable Development department
and comprises the Group Process and Energy Procurement
Vice-Presidents, industrial Business Line Vice-Presidents andregional HSE Vice-Presidents. It leads programs to decarbonize
the Group’s industrial activities, and monitors progress.

In 2023, Arkema launched its Go for the Planet program,which aims to strengthen the climate and environmental
culture of all Arkema employees. The two-year program consistsof three phases: awareness, training and empowerment. The
first phase, awareness, is based on the organization of Fresquedu Climat (Climate Fresco) workshops for all employees
worldwide and the provision of e-learning modules within the
Climate School.

Collective initiatives

Collective knowledge

Since 2021, Arkema has been a part of the French Associationof Private Enterprises (AFEP)'s Ambition 4 Climate initiative.
The initiative illustrates, through concrete projects, theRaising climate awareness
La Fresque du Climat, a French non-profit founded in 2018, offers collaborative workshops aimed at raising publicawareness about climate change. Through a team game, participants work together to create a fresco summarizing themechanisms of climate change as explained in the Intergovernmental Panel on Climate Change (IPCC) reports. Since its
inception, the workshop has raised the awareness of more than one million people around the world.
In 2023, as part of its Go for the Planet program designed to increase knowledge about the climate and the environment,
Arkema began rolling out Fresque du Climat workshops to all employees. By the end of 2023, more than 2,700 employees
had participated in workshops organized by more than 120 in-house facilitators in 14 countries on all continents.

4.4.2 Alignment with the TCFD recommendations
As part of its commitment to climate action, Arkema supports the recommendations issued by the Task Force on ClimateRelated Financial Disclosures (TCFD). These recommendations are designed to provide a framework for business communication
on climate change by organizing information into four key areas: governance, strategy, risk management, metrics and targets.
More detailed information can be found in this document and in the CDP climate change questionnaire to which Arkema
responds every year and which is aligned with the TCFD recommendations.
Reference in this document

Reference to 2023 CDP questionsa) Board of Directors' supervision

3.3.2.1, 3.3.2.3

C1.1, C1.1a, C1.1bb) Management roles

4.4.1

C1.2

a) Identification of risks and opportunities

2.1.2 (societal expectations), 2.1.3 (climate risk),
2.2, 4.4.4, 1.2, 1.1

C2.1a, C2.3, C2.3a, C2.4, C2.4ab) Impacts of risks and opportunities

2.1.2 (societal expectations), 2.1.3 (climate risk),
2.2, 4.4.4, 1.2, 1.1

C2.3a, C2.4a, C3.1, C3.2a, C3.2b,C3.3, C3.4c) Resilience of the organization’s strategy

1.2, 1.1, 4.4.3.4, 4.4.4

C3.2, C3.2a, C3.2ba) Risk identification and assessment process

2.2, 2.1.2, 2.1.3, 4.4.4

C2.1, C2.2, C2.2ab) Risk management process

2.2, 2.1.2, 2.1.3, 4.4.4

C2.1, C2.2, C2.3ac) Integration into the overall risk
management process

2.2, 2.1.2, 2.1.3

C2.1, C2.2, C2.3aa) Indicators used for assessing risks
and opportunities

4.4.3, 4.2.3, 4.3.2, 4.3.5

C4.2, C4.2a, C4.2b, C9.1b) Indicators on greenhouse gas emissions

4.4.3

C6.1, C6.3, C6.5, C6.5ac) Objectives

4.4.1, 4.4.3

C4.1, C4.1a, C4.1b
C4.2, C4.2a, C4.2b

Governance

Strategy

Risk management

Metrics and targets

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4.4.3 Climate change mitigation
Arkema is committed to mitigating climate change, with near-term science-based targets aligned with a 1.5 °C trajectory validated
by the SBTi, and paving the way for Net-Zero by 2050.

MONITORING OF 1.5 °C SBT TARGETS FOR SCOPES 1 + 2
GHG EMISSIONS REDUCTION (Mt CO2e)

MONITORING OF 1.5 °C SBT TARGETS FOR SCOPE 3
GHG EMISSIONS REDUCTION (Mt CO2e) (1)(1)

The reduction in the Group’s absolute GHG emissions for
Scopes 1 + 2 in 2023 compared with 2019 was 39%, in linewith its 2030 emissions reduction target of 48.5%. Thisdecrease is due to the Group’s proactive initiatives as part ofits climate plan and is accentuated by the temporary
decrease in production volumes.
In 2023, the Group’s Scope 3 GHG emissions at constantscope were 9% lower than in 2022 and 53% lower than in
the 2019 baseline year. This reduction is mainly due to thegradual decrease of the most emissive activities.

The 2019 to 2022 Scope 3 values were revised in 2023 to correct Category 11
by factoring in only direct use-phase emissions, and to include Category 15.

Other direct emissions covered by the Montreal Protocol(ODS – Ozone Depletion Substances)
The Group also emits GHGs involved in producing HCFCs,
substances that deplete the ozone layer, covered by theMontreal Protocol but not the Kyoto Protocol. These emissions
are not included in Scope 1.
Montreal Protocol

GHG emissions (in kt CO2e)

2023

2022

2021

172

188

234

The decrease is notably attributable to continued improvements
at fluorogas production facilities.

4.4.3.1 Emissions of Scopes 1 and 2 greenhouse gas emissions coveredby the Kyoto Protocol
Arkema aims to reduce its Scopes 1 + 2 greenhouse gas
emissions by 48.5% by 2030 compared with 2019. The levers
to achieve this target, validated by the SBTi, have been
identified in four main areas. Between 30% and 35% ofemissions reductions will come from optimizing and modifying
production processes, between 15% and 20% from improving
the energy efficiency of the Group’s sites, between 30% and
35% from using low-carbon electricity and between 15% and
20% from using low-carbon heat.

Scope 1 direct emissions
The Group’s direct atmospheric greenhouse gas emissions(Scope 1), as defined by the GHG Protocol, are attributable to:• burning of fuel and gas in production operations;• emissions from processes that generate CO2, N2O or CH4 asa product, by-product, co-product, waste or gas discharges,
such as thermal oxidation, which is used to convert VOCs
into CO2;• hydrofluorocarbon (HFC) emissions from its fluorogas
production units; and• fugitive emissions from cooling circuits using GHGs.
To reduce its impact on climate change, the Group has
implemented an action plan to minimize direct GHG emissions,which includes:• energy efficiency improvements to processes under the
Arkema Energy program, particularly reducing the fossil fuelconsumption of its boilers (see section 4.4.3.2 on energy);• optimization of processes and operating conditions ofreactions to limit GHG emissions produced or emitted
directly during the combustion of by-products, co-products
or waste; and• systematic leak detection programs and the installation ofemissions scrubbers at fluorogas production facilities.

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ClimateCapex and Opex on this climate change mitigation action plan on eligible and aligned activities are covered in the Taxonomy
reporting, as outlined in section 4.1.5 of this chapter.

Decarbonization of acrylics production at the Carling site (France)
By 2026, Arkema plans to implement a new patented purification technology at its Carling site (France), one of the largest
acrylic monomer facilities in Europe.
This €130 million investment, partly funded by the French government under the France 2030 program, managed by
ADEME and financed by the European Union (NextGenerationEU), will improve the site’s operational efficiency and reduce
its CO2 emissions by 20%, in line with the best standards.

The table hereafter details direct greenhouse gas emissions (in kt CO2e) from the Group’s operations in 2023, 2022 and 2021,
calculated according to the methodology described in section 4.7 of this chapter.
Scope 1 GHG emissions (kt CO2e)

2023

2022

2021

TOTAL

1,330

1,527

1,756

Of which CO2

1,180

1,294

1,370

Of which HFC

125

198

349

Of which others

25

35

37

In 2023, the marked decrease in emissions is notably
attributable to continued improvements at fluorogas production
facilities and lower production volumes.

INDIRECT SCOPE 2 GHG EMISSIONS (in kt CO2e)

The reduction associated with the purchase of biomethane inFrance has not been included in the Scope 1 calculation. The
GHG Protocol is currently reviewing all of its standards, notably
to define how market instruments, including biomethanecertificates, can be included in scope estimates.

SCOPE 1 DIRECT GHG EMISSIONS BY REGION

As in 2022, purchases in 2023 of Guarantee of Origin certificatesfor electricity were factored into Scope 2 calculations as said
certificates are now of material value and represent a
genuine decarbonization driver. The Group has signed renewableelectricity contracts with a positive effect on Scope 2 CO2emissions. Despite these positive elements, the level ofemissions increased in 2023 due to the emission factors of
the French power generation fleet, which was affected by
the poor performance of nuclear power in 2022.

SCOPE 2 INDIRECT GHG EMISSIONS BY REGION

Scope 2 indirect emissions
Indirect atmospheric emissions, known as Scope 2 emissions,as defined in the GHG Protocol, correspond to emissions
from the production by suppliers of the electricity and steam
purchased and consumed by the Group.
To reduce its indirect Scope 2 emissions, the Group takes steps
to scale back its energy consumption and source low-carbon
electricity and steam, as described in section 4.4.3.2 on energy.
The chart hereafter presents the Scope 2 emissions from theGroup’s operations in 2023, 2022 and 2021, as defined above
and calculated according to the methodology described in
section 4.7 of this chapter.

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ClimateInternal carbon priceTo enhance its long-term approach, the Group set an internal
price for Scope 1 and Scope 2 GHG emissions, expressed interms of CO2 equivalent, known as “internal carbon price”. It
is used to analyze strategic industrial investments and tosteer investment decisions under the operational excellence
program towards the lowest carbon solutions. The internalcarbon price is applied to compare scenarios using different
processes to determine their impact on product cost. Using

4

the internal carbon price also serves to enhance employee
awareness, drive behavioral changes, promote energy efficiency,
and encourage teams to identify and seize low-carbon
opportunities.
The Executive Committee reviews the use of the internalcarbon price, checks its relevance and, if necessary, adjusts
the value. The price is currently set at €100 per tonne of CO2.

4.4.3.2 Energy |DCP|The Group’s energy policy includes two decarbonization levers: first, improving the energy efficiency of its processes to reduceenergy consumption; and second, shifting its purchases to a less carbon-intensive energy mix.

Energy use
The Group purchases and consumes energy from a variety of sources, including fuels, electricity and steam, mainly for its
industrial operations. To optimize energy consumption, the Group set the following target:

2030 TARGET
25% reduction in net energy purchases in EFPI terms compared with 2012.

Monitoring of net energy purchase indicators
The charts below show the 2023, 2022 and 2021 values of
the indicators relating to the Group’s net energy purchases,
in TWh and intensive EFPI, according to the methodology
described in section 4.7 of this chapter. The facilities used to
calculate the EFPI account for more than 85% of the Group’s
net energy purchases (in TWh).

NET ENERGY PURCHASES (in TWh)section of this document). The Arkema Energy program has
been rolled out in all of the Group’s subsidiaries through a
global network of Energy Leaders in the Business Lines,
facilities and relevant Procurement and Technical departments.
It focuses on optimizing the energies used in the Group’s
production facilities and processes. Moreover, Arkema Energy
is structured to meet the following priorities:• continuously optimize energy use and cost, from equipment
design and procurement to day-to-day on-site operations;• deploy an energy management system to systematicallyintegrate best operational practices, define site-specifictargets and periodically review them; and• ensure compliance with energy efficiency
regulations and other applicable standards.

legislation,

As well as improving energy efficiency, the program is also
contributing to reinforcing the production plants’ competitiveness.
Based on energy efficiency audits worldwide, focusing on theplants that account for more than 85% of the Group’s energy
consumption, the Arkema Energy approach covers the following
main points:

NET ENERGY PURCHASES EFPI

• implementing the ISO 50001 energy management system.
To date, a total of 31 sites are ISO 50001-certified, whichcorresponds to approximately 54% of Arkema’s totalenergy use;
• allocating a dedicated annual capital expenditure budget
specifically for Arkema Energy initiatives. In 2023, 71 capitalprojects were funded out of the budget, including 44 inEurope, 9 in the Americas and 18 in Asia; and• since 2018, automating processes in order to continuously
optimize the use of energy and raw materials.

The Group’s Arkema Energy program and its operational
excellence strategy will help it achieve its 2030 objective of a
25% reduction in EFPI net energy purchases compared with 2012
(for further details, see the “Profile, ambition and strategy”

In 2022, the decline in demand forced many production sites
to slow output, or alternate between normal production rates
and shutdowns. As a result, the Group’s energy performance
deteriorated by 2%. This situation has highlighted the need to
optimize the operating conditions of sites when they are notoperating at nominal capacity. Plants with the highest energy
consumption have launched studies to this end.

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Corporate social responsability
ClimateThe Group’s deployment of digital technologies helps to
optimize energy consumption through the introduction ofdata collection and analysis systems. For example, advanced
control ensures comprehensive, consistent, and optimized
management of facility operating parameters, reducing
energy consumption while maintaining product quality andoperational stability.
Arkema has rolled out a management system worldwide forall its steam traps. Any failure of the trap system can causesignificant energy losses. The aim of this program is to
reduce the steam trap failure rate through changes to theirinstallation and regular inspections. As a result, the failure
rate fell from 23% in 2020 to 12% in 2023. The new digitalsolution enables the Group to visualize the condition of its
steam traps, as well as the progress made on repairs andcompliance work, and to consolidate the results at Group level.

Actions are also implemented at several plants to maintaininsulation at its optimal level in order to avoid any loss ofenergy, along with solutions to recover alternative energy.
In 2023, energy performance deteriorated by 4% due to the
reduction in overall production volumes, which particularly
affected the steam consumption equilibrium of the acrylic
monomers activity sites.

Energy mix
As part of its mobilization in favor of the climate and its
strategic objective of reducing greenhouse gas emissions, Arkema
is shifting its energy mix in favor of low-carbon energy sources.
The breakdown of net energy purchases and changes in theGroup’s energy mix are as follows. The change in the
proportion of nuclear power reflects the specific situation of
French nuclear facilities in 2022, which affected the emissions
factor of electricity consumption in France in 2023.

CHANGE IN THE PROPORTION OF RENEWABLE ENERGY AND LOW-CARBON ENERGY
2023

2022

% of low-carbon energy

24%

23%

% of renewable energy

13%

8%

Renewable electricity as a percentage of total electricity

27%

24%

Low-carbon electricity as a percentage of total electricity

62%

68%

(1)

2021
(1)

21%

(1)

6%
(1)

19%

(1)

63%

The figures for 2021 and 2022 were adjusted to include agreements on renewable electricity.

In 2023, 24% of the energy purchased by the Group was derived from low-carbon sources following notably the signature of
renewable electricity agreements and the supply of biomethane.

Arkema signs a major biomethane supply contract with ENGIE
Together with ongoing energy efficiency projects, this long-term contract, signed in 2023, for the supply of 300 GWh peryear of renewable biomethane in France will guarantee a further significant reduction in the carbon footprint of the highperformance bio-based Rilsan® polyamide 11 and the Pebax® Rnew® elastomer ranges. This is one of the largest private
biomethane contracts signed in Europe to date.
Produced through the fermentation of organic matter, biomethane is a renewable alternative to natural gas, with asmaller carbon footprint. Biomethane feedstock is particularly environmentally friendly in France, as more than 95%
comes from the fermentation of agricultural residues and organic waste, and does not compete with food.

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4.4.3.3 Scope 3 greenhouse gas emissions covered by the Kyoto Protocol
Following an initial inventory of its indirect Scope 3 emissions in
2016, the Group estimates the Scope 3 emissions arisingfrom its upstream and downstream value chain each year, in
accordance with the GHG Protocol calculation guidanceissued by the World Business Council for Sustainable
Development (WBCSD). The guidance also supports compliancewith French legislation and standards, including the provisionsof French Law no. 2015-992 of 17 August 2015 concerning theenergy transition to drive green growth.

According to the WBCSD, drawing on the GHG Protocol,
Scope 3 emissions arise from 15 categories of activities
across the corporate value chain. Arkema has identified ninematerial categories (1-5 and 9-12), four non-material categories(6-8 and 15) and two categories that are not relevant (13 and 14).
Estimated emissions in 2023 are presented in the tablebelow. The calculation methods, validated by the SBTi in 2023,
are described in the methodology presented in section 4.7.3.4of this chapter.

Category
numberCategory nameEmissions(kt CO2e)1

Purchased goods and services

6,143

Significant. As is often the case in the chemicals industry, this category
is material for Arkema. Greenhouse gas emissions reported for thiscategory decreased in 2023, chiefly as a result of lower volumesof activity.

2

Capital goods

337

Significant. Emissions in this category declined by 17%.

3

Fuel- and energy-related activities
not included in Scopes 1 or 2

553

Significant. Down, in line with the decrease in activity.

4

Upstream transportation anddistribution

295

Significant. The year-on-year increase is due to better coverage of raw
materials.

5

Waste generated in operations

878

Significant. Down sharply by 15% compared with 2022.

6

Business travel22

Non-significant.

7

Employee commuting

34

Non-significant.

8

Upstream leased assets

8

Non-significant.

9

Downstream transportationand distribution

295

Significant. The year-on-year increase reflects the automation of datacollection, enabling much of the data to be obtained in real time.

10

Processing of sold products

2,634

Significant. The change is linked to the mix of products sold.

11

Use of sold products

26,981Significant. In 2022, the Group developed a methodology for estimating
emissions in this category for all its products, including fluorogases,
which are the most significant contributors. Following
recommendations issued by the SBTi, an adjustment was made in 2023
to limit the review to direct use-phase emissions only.

12

End-of-life treatment of soldproducts

32,842Significant. The decrease in 2023 is mainly due to changes in the mostemissive activities.

13

Downstream leased assets—

Not relevant. The Group does not lease any assets downstreamof its value chain.

14

Franchises—

Not relevant. The Group does not have any franchises.

15

Investments

35

Non-significant. This category was included in 2023 following
the recommendations of the SBTi.

TOTALComments

71,057

In 2023, indirect Scope 3 GHG emissions, which were
estimated for 13 categories, represented 71,057 kt CO2e. The
decrease is mainly due to an adjustment made to category 11
to consider only direct use-phase emissions (further torecommendations issued by the SBTi). It also reflects thedecline in activity and the gradual reduction in high-emission
fluorogases.
Since 2021, Arkema has asked its most emissions-intensive
raw materials suppliers in terms of Scope 3, category 1
emissions to complete the CDP Climate Change questionnaire
via the CDP Supply Chain program. In 2023, Arkema surveyed
more than 190 suppliers. Suppliers already committed to
SBTs, or planning such commitment in the next two years,
accounted for 49% of the Group’s Scope 3, category 1
emissions for 2023.

The Group is also working on the use of bio-based or
recycled raw materials, as set out in section 4.3.2 of thischapter, with the aim of helping reduce category 1 emissions.
Lastly, a reporting system for CO2 emissions linked totransportation has been provided to the Business Lines sothat they can measure their impact and the results of actions
taken to reduce their Scope 3, category 9 carbon footprint.
For further details, see section 4.6.4.6 of this chapter.

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4.4.4 Climate change adaptation |DCP|
For Arkema, adapting to climate change aims to reduce the vulnerability of its assets and operations to the current andexpected effects of climate change, and to increase its resilience as described in section 2.2 of this document. Adaptation
strategies supplement the mitigation measures presented in the previous section.

4.4.4.1 Physical and transition risk analyses
In developing its adaptation strategy, the Group conducts
physical and transition risk analyses.

Physical climate risks
Exposure of the Group’s industrial sites
In order to prevent and limit the potential impact of natural
disasters and climate change at the exposed sites, insofar as
this is possible, the Group uses scenario-based analyses thattake into account the evolution and consequences of climatechange, and the increased frequency and intensity of certain
weather events, such as storms, flooding and drought.
As such, in addition to the regular assessment using Swiss
Re’s CatNet® tool (mentioned in section 2.1.3 of this document),
in 2022, Arkema launched a study on the exposure of its
165 industrial sites to relevant climate hazards by calculatingeight climate indicators: extreme rainfall (intensity and frequency),
cyclones, storms, water stress, coastal flooding, river flooding,heat waves and heat stress.
The climate risk associated with each site is assessed by
combining exposure and vulnerability. Vulnerability is
estimated by taking into account the criticality of the sites,as analyzed by Arkema using EBITDA datas and production
uniqueness, as well as by assessing adaptation measures.
The study was conducted by an external company
specialized in this field and based on the IPCC’s RCP 2.6 and
RCP 8.5 scenarios for 2021-2050. These scenarios weredeveloped by the IPCC and are used to model the futureclimate based on different assumptions about the amount ofgreenhouse gases emitted by 2100. The first considers theapplication of stringent GHG mitigation measures to limit
global warming to 2 °C, while the second assumes that no
significant efforts are made to limit GHG emissions, which
would result in a global warming of more than 4 °C.
For most of the sites, there are alternative production
arrangements within the Group to absorb all or part of the
production and thus ensure continuity of customer service.
Some, however, are the only production sites for the
products in question.
Risk and hazard analysis procedures are reinforced by aperiodic assessment of the potential impact of natural
disasters and extreme weather events at its sites. The Group
has also developed an extreme weather planning andresponse toolbox to ensure that critical safeguards, such as
backup power, function as intended during extreme weather
events, including hurricanes or floods. This tool is currently
being rolled out to all sites in the United States.

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This study of physical climate risks was used to analyze thecompliance of Arkema’s taxonomy-eligible activities with thegeneric criterion “do no significant harm” regarding the objectiveof climate change adaptation (see section 4.1.5 of this chapter).
Capex concerning action plans on adaptation to theconsequences of climate change on eligible and aligned
activities is included in the Taxonomy reporting outlined in
section 4.1.5 of this chapter.
The exposure of sites to water stress and the managementof related risks are the subject of specific monitoring as partof the Optim’O program, and are presented in section 4.3.3.2of this chapter.

Exposure of the Group’s value chain
Climate change could impact Arkema’s supply chain if, forexample, a major supplier or subcontractor could not supply
one or more Group facilities, thereby impacting the Group’s
operating and financial performance and its ability to deliver
to its clients. However, suppliers with a strong CSR policythat are taking climate action, through adaptation andmitigation measures, will reduce their risks, increase theirreliability and also be better partners for sustainable
innovation. This is why Arkema has integrated these aspects
into its purchasing process and endeavors to build sustainable
and balanced, long-term, trust-based relationships with our
suppliers and subcontractors. The Together for Sustainability(TfS) initiative plays a central role in the process of assessing
risks and opportunities, including those related to theclimate. For further details on the responsible procurement
policy, see section 4.6.4 of this chapter.
Taking further steps, the Group initiated a program in 2021 toraise the awareness of its raw material suppliers by requesting
their participation in the CDP Supply Chain questionnaire.
This program urges them to engage in reducing theirgreenhouse gas emissions and to assess their exposure toclimate change in order to define their own adaptation strategy.
For further details, see section 4.4.3.3 of this chapter.
The study conducted in 2022 of industrial sites also included
the Group’s main critical logistics hubs (19 ports and railwayhubs) through the calculation of six climate indicators(extreme rainfall – intensity and frequency, cyclones, storms,
water stress, coastal flooding, river flooding) and assessed
their exposure to physical climatic risks.

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Climate transition risks

favor of renewable energies, etc.).

Climate transition risks are described in section 2.1.3 of thisdocument.

The key risks identified are those related to rising energy
costs, carbon pricing, regulatory developments, supply, market
and reputational risks. Mapping has enabled them to beprioritized according to the exposure and vulnerability of
the activity.

In 2023, Arkema was assisted by an expert firm in conducting
a pilot analysis of one of the Group’s activities in order to map
transition risks and opportunities with a view to conducting a
scenario-based analysis. This study was based in particularon the Net Zero by 2050 scenario of the International Energy
Agency (IEA), which defines the conditions that the energy
sector will have to meet to achieve the objective of carbon
neutrality by 2050 at the global level (regulatory developments,
reduction in energy consumption, change in the energy mix inThis analysis also served to identify market opportunities, aswell as value chain, logistics chain and operational opportunities.
This study will be complemented by a scenario-based analysisof the most critical risks to strengthen the associated adaptationplans and will be extended to other Group activities.

4.4.4.2 Low-carbon solutions
Continuous dialogue with customers and the 2022 materiality
assessment show that climate change is a key concern forGroup customers. For example, they want low-carbon
products and solutions that help them reduce their GHG
emissions and energy consumption.
Arkema’s innovation strategy is a key component in its
contribution to sustainable development. This strategy isdetailed in section 1.1 of this document. Arkema is determined
to enhance its product range, by developing solutions that

help reduce greenhouse gas emissions. This strategy, combinedwith changes in the portfolio of fluorogases, contributes tothis objective.
In 2023, solutions which, through their design and their use
and end-of-life phases, contribute to the efficient use ofresources and a reduction in the carbon footprint (Sustainable
Development Goals 12 “Responsible consumption and production”
and 13 “Climate action”) accounted for 41% of Group sales.
For further details, see section 4.2.3 of this chapter.

4.5 Safety and environment→ BEING A TOP QUARTILE PERFORMER IN THE CHEMICAL INDUSTRY IN TERMS OF SAFETY
AND REDUCING THE ENVIRONMENTAL FOOTPRINT OF THE GROUP’S OPERATIONS
As part of its commitment to societal issues described in section 4.1 of this chapter, Arkema operates as a responsible
manufacturer and resolutely observes a policy of continuous improvement and operational excellence. The Group’s ambition is
to rank among the leading chemical producers in terms of safety performance and it is determined to reduce the environmental
footprint of its activities.

4.5.1 Health, safety, security and environmental management |DCP|
Health, safety and environmental protection are core priorities
in the management of Arkema’s business and manufacturing
operations, and a major focus of its CSR policy. This focus isshown by the Group’s involvement in the Responsible Care®
program, a voluntary initiative undertaken by the chemicalindustry to responsibly manage its operations and products,
based on a continuous improvement process.
The Health, Safety, Security, Environment and Quality Policy
confirms the responsible manufacturer commitment expressedin the Group’ Social Commitment Charter described in
section 4.1.1 of this chapter.
The Group’s health, safety, security and environment
approach is structured around three principles: prevention ofindustrial risks, an integrated management system, and aculture of safety and the environment. It reflects prevailing
legislation and the Group’s own requirements formally definedin its Health, Safety, Security, Environment and Quality(HSSEQ) Policy and in a global standard, the Health, Safety,
Security, Environment and Quality (HSSEQ) manual. The
policy and manual form the basis of the Group’s integrated
HSSEQ/En management systems, and also cover energy.

The materiality assessment performed in 2022 once again
confirmed that occupational health and safety and prevention ofindustrial risks are among the Group’s priority issues andhave been properly integrated as such into its CSR approach.
The Arkema Integrated Management System (AIMS) for thispolicy is integrated globally by the Group Safety andEnvironment department (DSEG) and its experts in industrial
hygiene, safety and the environment. The department headreports to the Industry and CSR Executive Vice-President,
who is a member of Arkema’s Executive Committee, andmakes a monthly presentation to the Executive Committee
to keep it informed of the key HSSEQ indicators, progress
made in its programs, and any significant events. In addition,
the HSSEQ policy and key indicators are presented each year
to the Board of Directors as part of the industry overview
presented by the Industry and CSR Executive Vice-President.
Lastly, a review of the environmental risks is presented
annually to the Board’s Audit and Accounts Committee.
Implementation of the HSSEQ Policy is handled by theoperating teams in each region and business.

The Group has set an ambitious target to implement and audit the Arkema Integrated Management System (AIMS) at all its sites,
as described in section 4.5.1.2 of this chapter.

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2025 TARGET
100% of Group sites (1) audited in accordance with the Arkema Integrated Management System (AIMS).
(1)

For newly acquired companies’ sites, the roll-out of this system takes place over a period of around three years.

Consideration for safety and environmental issues in acquisition
and investment decisions
When looking into potential acquisition deals, a team ofinternal Group experts analyzes the HSSEQ/En documents
and information provided by the seller based on a list ofquestions and pre-defined criteria. On-site surveys are also
conducted. Taking these steps enables the Group to identify
potentially critical environmental situations, estimate thecost of resolving them, and measure the efforts that may berequired to bring these sites up to Group safety andenvironmental standards.
Similarly, safety and environmental issues are taken into
account in the early stages of investment plans, and theircompliance with Group objectives is verified.

4.5.1.1 Risk prevention
Whether in the area of health, safety, security or theenvironment, risk prevention is everyone’s responsibility.
Arkema believes that all incidents are preventable and thateveryone has their own role and responsibility in ensuring
occupational health and safety and protecting theenvironment and neighborhoods where we operate.

In the area of process safety, Arkema is continuously
improving its risk prevention and management practices.
These measures are presented in detail in sections 4.5.2.2
and 4.5.2.3 of this chapter.

4.5.1.2 Management system and audits
The effective implementation of the Group’s HSEQ/S/En policies– which cover health, safety, environment and quality, as
well as security and energy – is regularly audited, with afocus on measuring progress and harmonizing practices. These
audits are an important management practice.
To ensure a highly efficient inspection and control process, all of
the Group-led HSEQ/S/En audits have been consolidated into asingle audit, known as the Arkema Integrated Management
System (AIMS). It is based on all of the Group’s standards, bothproprietary and endorsed, such as ISO 9001, ISO 14001,
ISO 45001 and ISO 50001. This "all-in-one" approach has the% of AIMS-audited sites

The steady increase in the percentage of AIMS-audited
facilities illustrates the continued deployment of thisprogram, including at sites coming from acquisitions.
As part of an AIMS audit, field audits are carried out toensure that site-led initiatives are implemented effectively
and comply with requirements, notably the field initiatives
described in section 4.5.1.3 of this chapter. These concern
everyone working on the site, including Group and subcontractor

dual benefit of being aligned with the Group’s corporate culture
and ensuring consistency across all its HSEQ/S/En management
initiatives. For the largest sites (40% of all Group sites), Full
AIMS audits are conducted every three years by teams
comprising Arkema employees and representatives from an
independent third-party auditor. Follow-up audits are thenperformed every year by the independent third-party auditor.
For smaller sites and depending on their specific risks,
Simplified or Light AIMS audits, as defined in section 4.7 of thischapter, are conducted at least every five years by Arkema staff.

2023

2022

2021

94

91

86

employees, and apply to every aspect of the site’s operations,
including production, logistics, maintenance, offices, construction
or processing sites, and production unit shutdowns. During
this AIMS audit, sites may be audited based on different
international standards in order to secure or renew external
certifications, depending on the particular characteristics ofthe site concerned.

The number of sites certified in this way over the last three years is presented in the following table.
Number of sites certified according to each standard

206

2023

2022

2021

ISO 45001 (health and safety)

87

85

85

ISO 14001 (environment)

88

84

84

ISO 50001 (energy)

31

31

31

ISO 9001 (quality)

152

152

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Some 58% of Group facilities (industrial sites and R&D centers)
have been certified to ISO 45001 standard in Europe, 43% in
the Americas and 69% in Asia. This certification relating tohealth and safety represents 48% of Arkema employees.
ISO 14001 certification requires each production facility or
R&D center to identify its environmental impact in terms ofwater, air (including greenhouse gas emissions), waste, noise,% of ISO 14001-certified sites

Depending on local conditions, certain facilities have beencertified to other standards, such as the Responsible Care®
Management System (RCMS) in the United States. RCMS is an
integrated health, safety, security and environmental management
system based on the principles of the Responsible Care® program.
In addition, the Group performs non-AIMS internal audits
every year, including:• operational safety audits: construction site inspections,pre-start-up reviews, and operational safety audits in areas
such as mechanical integrity and explosive atmospheres;• regulatory hazardous materials transportation audits;• supplier and logistics audits: transportation companies andwarehouses are inspected and assessed. These audits are
performed in addition to third-party audits, such as the
Safety & Quality Assessment System for overland transportation,
the Chemical Distribution Institute for maritime shipping,
and the European Barge Inspection Scheme for river
shipping. A certain amount of packaging is also inspected;• security audits; and• environmental audits.
The results of these audits are taken into account during
AIMS audits.
In addition to audits, teams from the Group Safety andEnvironment department (DSEG) lead support initiatives atfacilities whose performance needs improving or which havereported a specific issue. This support includes an analysis of

4odors, soil, use of resources and logistics flows, and then to
define an action plan with priority areas for improvement.
Periodic environmental assessments enable the facilities tomeasure progress and determine new improvement targets.
The fall in the percentage of ISO 14001-certified sites resultsfrom the acquisition of non-certified sites.

2023

2022

2021

55

58

58

the situation and continues with the development andmonitoring of action plans. In addition, the DSEG has
provided specific support to plants during their turnarounds
and stepped up its participation in events organized by theGroup’s various businesses, plants (annual meetings withpartner companies) and corporate departments (maintenance,
R&D, etc.).
Another important tool in managing the deployment of theGroup’s HSEQ/S/En process is feedback on material incidents. It
consists in sharing experiences on relevant incidents so thatways can be found to avoid recurrence. Feedback takes placeacross the global organization through various geographic,
professional and technological networks. In the event of amaterial incident, the network issues an HSEQ/S/En alertthat enables other Group facilities that may encounter asimilar incident to take corrective measures. The feedback
process helps improve the Group’s HSEQ/S/En expertise andensure the effectiveness of the deployed measures.
To harmonize the identification, assessment and analysis ofenvironmental risks beyond its ISO 14001-certified sites, theGroup is rolling out a methodology for application worldwide.
A dedicated IT system known as STARMAP was implemented
in Europe, the United States and Asia, as explained in
section 4.5.2.2.2 of this chapter. In 2023, 85% of the Group’s
industrial sites had installed the system, and around 60% of
these sites had used it to update their environmental
assessment. At end-2023, 74% of the Group’s sites had
carried out an environmental assessment, whether integrated
into STARMAP or not.

4.5.1.3 Safety and environmental culture
Instilling a culture of safety through employee
training and development of hazard awarenessBehavior plays a critical role in managing and preventing
risks. That is why a core aspect of the Group’s safety process
is the development of a common safety culture that raises
everyone’s awareness of their responsibility and the importanceof his or her personal behavior. To develop a shared safety
culture across the organization, the Group uses a variety of
programs and initiatives, including:• general training in HSEQ for new hires;• the “Safety Always in Mind” and “Essentials” programs;• dedicated training courses, such as “SafeStart®”, “Managing
Safely”, “Transporting Hazardous Substances” and “Crisis
Management”.
Several years ago, the Group also integrated the lessons
learned from neuroscience to improve accident prevention.
These programs and initiatives are detailed in this chapter.
In 2023, safety training (excluding e-learning) totaled 163,212 hours(i.e., 13 hours per year per employee trained), and the numberof employees who attended at least one safety training
session totaled 12,564 (59% of the Group headcount) (4).
In addition, 13,444 people (64% of the Group headcount) took
e-learning courses on safety in 2023 (4).

• field initiatives, such as peer observations, flash audits,scheduled general inspections, safety tours, field safety
audits, internal or process audits, general operating
condition tours and construction site audits; and(4)

In entities at least 50%-owned and employing more than 60 people.

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Instilling an environmental culture
through employee training and developmentof hazard awarenessArkema organizes internal communication campaigns andother events to get employees involved in its new long-term
objectives and to foster a culture of environmental
awareness throughout the Group.

Group employees are trained and made aware of the main
characteristics of their plant, the real-world consequencesof their actions, the operational management of all typesof releases and emissions, the environmental impact ofturnaround or start-up operations, and waste sorting.

Details on employee training and the new-hire induction process
may be found in sections 4.6.1.4.1 and 4.6.1.3 of this chapter.
Environmental training totaled 11,766 hours in 2023 (5), or an
average of three hours per employee per year. 4,645 employees
attended at least one environment-related course during theyear (excluding e-learning). This means that 23% of theGroup’s employees (5) attended environment-related training
in 2023 (excluding e-learning).

A dedicated environmental training program is offered atindustrial sites after an environmental risk analysis has been
performed in each workshop. At an increasing number offacilities, feedback on environmental incidents is being
tracked in a common system for reporting incidents andfollowing up corrective actions. The training program isregularly repeated to maintain employee awareness of theimportance of critical parameters.

In addition, 11,657 people (55% of the Group headcount) (5)took environment-related e-learning courses in 2023.

4.5.2 Health and safety information |DCP|
4.5.2.1 Safety management
As part of its societal engagement, the Group places the
management of personal and environmental risks among its
top priorities. Its approach to industrial safety takes into
account the potential risks at the Company level but also forthe environment and other stakeholders, such as local residents.
The main risks associated with the Group’s activities relate
to personal safety, exposure to chemicals and process
safety. For more information on these risks, see section 2.1of this document.

The due diligence procedures and policies implemented toprevent, identify and mitigate these risks and the outcomesof such policies in the form of performance indicators aredescribed in detail hereafter.
The Group’s commitment to safety has been materialized in
two targets for 2030, which reflect the Group’s willingness tocontinuously improve its performance in this area.

2030 Target
Reduce the total recordable injury rate (TRIR) to 0.8.
Reduce the process safety event rate (PSER) to 2.0.

To contribute to achieving these goals, Arkema has also set a
goal of extending the peer observation program to all of its
facilities (6) by 2025.

By setting these strategic TRIR and PSER targets for 2030,
Arkema is contributing to UN Sustainable Development
Goals 3 “Good health and well-being” and 8 “Decent workand economic growth”.

4.5.2.2 Employee health and safety
Arkema considers protecting the health and safety of its own
employees and those of its subcontractors as a core value
and believes that every occupational accident is preventable.
As part of a prevention and continuous improvement process,the Group is committed to ensuring a good working environment
for everyone, in particular by analyzing workstation healthand safety risks and studying accident typologies.
Regarding safety, the Group has the same level of
expectation for subcontractors working on its industrial sites
as for its employees. In particular, all of them systematicallytake part in awareness initiatives designed to develop asafety culture and in the Group’s safety processes andprograms. In addition, the injury rates for both employees
and subcontractors are tracked as part of the safety
performance management system.

(5)
(6)

208

Since the analysis of accident data shows the importance ofhuman factors, Arkema has launched a series of programs
designed to foster commitment to health and safety among
all Group employees and subcontractors working on Groupsites.
Another priority concerns the prevention of arduous working
conditions, with the deployment of a dedicated program
comprising workstation ergonomics and other remedialactions. Workplace well-being and the quality of work life arealso important factors in protecting employee health (forfurther details, see section 4.6.1.5 of this chapter).

In entities at least 50%-owned and employing more than 60 people.
For newly acquired companies’ sites, the roll-out of this program takes place over a period of around three years.

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4.5.2.2.1 Personal safety

Using digital technologies to improve safety

The “Safety Always in Mind” and “Essentials” programs

Arkema’s investigation initiated in 2018 into how newtechnologies can contribute to health, safety and security
continued this year, in line with its intention to make thispursuit a long-term effort. Digital technology contributes tothree main areas: training using virtual reality, digitalizationof security processes and the use of connected tools.

The “Safety Always in Mind” and “Essentials” programs, which
concern both Group employees and subcontractors working
on Group sites, are deployed worldwide. “Safety Always inMind” is designed to promote and deepen everyone’s safety
culture, while the “Essentials” program defines a set of rulesthat must be applied without compromise in every situation.

Peer observation
Peer observation is aimed at raising risk awareness in waysthat help to reduce the number of occupational accidents. It
capitalizes on positive experiences and a joint search forsolutions to improve practices. Using a structured observation
process, each site implements the method, taking into
account its own specific features (risks, operations). Peerobservations are made by all Group employees while carryingout their duties.
The 2025 target is to reach 100% of Arkema sites. In 2023,
96% of all Group sites had put in place peer observation
practices to improve safety.
As an adjunct to peer observation, Arkema has put in place
special programs, such as Smart Zone for rectifying shortfalls
versus best practices, and SafeStart®, which involves observing
oneself and others to identify the critical states that lead tomore than 80% of all accidents (rushing, frustration, fatigue
and complacency).

Progressively integrating the lessons learned
from neuroscience to improve accident prevention
Since 2017, the Group has worked with a neuroscientist to
study the mechanisms associated with human error,
particularly among experts (which most of the Group’s
employees are in their respective roles).
The program is being rolled out gradually across the Group,
furthering an understanding of behavioral approaches, andfacilitating the adoption of safety tools and equipment byhighlighting their relevance.

4

Following trial stages, Arkema rolled out these technologies
in 2022, marking a new phase in the digitalization of its
security. Today, connected tools cover a wide range of uses,
such as the use of smart personal protective equipment toprevent risks on site, augmented reality to support remotediagnostics, and virtual reality to train and educate employees
in an immersive environment that replicates real-life conditions.
Arkema is also gradually implementing other technologies,
including a digital interface for field audit processes, tablets
for safety inspections, and drones for both maintenance andsafety inspections.
The Group’s objective is to integrate security as a prerequisite,with digital technologies contributing to this.

Getting stakeholders involved in safety
In France, many sites organize Safety Days once or twice ayear with their subcontractors, which are attended by local
HSE employees, the Group contract manager and thecontractor’s sales manager. During these days, the Group isrepresented by local executives, business executives and, asapplicable, representatives from the Group Procurement and
Safety and Environment departments. These events provide
an opportunity to share best occupational health and safety
practices. Already well established in Europe, this approachis being rolled out across the Group.
In addition, a World Safety Day is organized in order to obtain
employee feedback and measure their effective engagementin the area of safety.
Following the accident analysis carried out in 2022, theGroup decided to focus on fire risk in the working
environment at its World Day for Safety in 2023.
For local residents, the Common Ground® initiative allows foropen dialogue with local communities, notably addressing
industrial risks stemming from the site’s activity. This programis discussed in greater detail in section 4.6.6 of this chapter.

Injury rates
The Group’s safety performance ranks among the best in the global chemical industry, confirming the clear improvement
dynamic underway for several years, driven largely by the active involvement of all employees.

2030 Target
In light of the performance achieved in 2021, the Group has set a more ambitious target of achieving a total
recordable injury rate per million hours worked (TRIR) of 0.8.

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2023 confirmed the improvement in the Group’s results on
previous years with a TRIR of 0.9. This is the result of actionplans over several years to raise awareness of Arkema’s
safety requirements among Group personnel and contractors
and to develop a behavioral approach to safety.
The lost-time incident rate (LTIR) remained at 0.6 in 2023. Anaverage of 47 days were lost per injury in 2023 across all
Group and subcontractor employees. In 2023, no fatal
accidents were recorded for all Group and subcontractor
employees.
The following charts show consolidated injury rates for the2021 to 2023 period, in number of injuries per million hours
worked, calculated according to the methodology describedin section 4.7.3.4 of this chapter. They also show data for2012, the baseline year used to set the strategic safety target
in the Group’s CSR policy.

TOTAL RECORDABLE INJURY RATE (TRIR)(7)

In 2023, a total of 32 Group employees were victims ofreported injuries recorded in the TRIR for the year, of which
20 resulted in lost time, out of a total worldwide workforceof 21,125 people. The rate also reflected the 11 incidents
involving subcontractor employees reported during the year,of which eight were lost-time injuries. With 12 accidents
in 2023, the rate of potentially serious accidents improved in
the year, at 0.28, compared with an average of 0.30 over thelast three years. The Group remains set on further reducing
this number in the coming years by means of a program
addressing the identification and analysis of potentiallyserious accidents, allowing it to focus primarily on thesetypes of accidents so as to increase the efficiency of
prevention.

4.5.2.2.2 Health at work
Arkema regularly undertakes continuous improvement initiatives
to prevent health risks and enhance employee wellbeing.

Protecting health at the workplace
To consolidate all of the workplace health and safety initiatives,
the Group is deploying a workplace risk assessment application,
named STARMAP, to prevent these risks by capitalizing on
globally managed data libraries and best practices. The application
is being rolled out worldwide, supporting the gradualharmonization of existing methodologies. At 31 December 2023,
67% of the Group’s sites had carried out a workplace risk
assessment in accordance with the general basic principles
defined by Arkema (versus 63% in 2022), and 35% had
entered the assessment data into the STARMAP tool basedon Arkema’s methodology (versus 30% in 2022).

Integrating ergonomics and preventing arduous
working conditions
Over the past decade, the Group has undertaken a process tointegrate ergonomics and prevent arduous working conditions.

LOST-TIME INJURY RATE (LTIR) (8)In France, an agreement on the prevention of arduous working
conditions and the further development of the ergonomics
program was signed with the labor representatives. Numerous
initiatives have been undertaken to improve ergonomics invarious work situations, including load handling, packaging,
unloading, equipment control, facility maintenance, as wellas laboratory and office work. Before implementing improvement
initiatives, the Group organizes awareness sessions to improveunderstanding of ergonomics. On top of that, a network ofergonomics correspondents was set up to develop internal
expertise, and workstation ergonomics has been integrated
into industrial projects as of the design phase and into theirrespective HSE reviews.
In the United States, a workstation ergonomics program,based on a set of e-learning modules, has been in place forseveral years. In addition, several sites run a program called
Ergonomics & Human Performance, under which a set of
audits is carried out and guidance provided over several
months in implementing the related action plans.
In China, targeted studies are being conducted to improveload handling.

(7)

(8)

210

A “total recordable injury” refers to any injury causing bodily harm or psychological trauma to an employee in the course of theirduties, whether or not it results in a day or longer off work.
A “lost-time injury” refers to any injury causing bodily harm or psychological trauma to an employee in the course of their duties, andresulting in time off work.

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Preventing stress and improving quality of work life
Arkema France has been conducting a physician-supported
psychosocial risk prevention program for individual employees
for almost 15 years. Stress levels are determined by taking astandardized stress and well-being test (OMSAD) during
employees’ annual check-up with the occupational physician.
The Group has undertaken a company-wide psychosocial risk
prevention initiative to improve any working environment
identified as being at risk, based on such proven indicators
as an abnormally high percentage of employees diagnosed as
being over-stressed.
This initiative was supported by a “health and work”
agreement covering stress prevention, ergonomics, disability
and taking breaks. The agreement aims to:• ensure the relevance of the various measures taken inthese areas by strengthening cohesion between the various
parties involved and between the working groups set up
under existing agreements;• preserve and enhance the actions undertaken;• anticipate changes to occupational health issues by gatheringand sharing intelligence on these topics;• strengthen the role of employee representatives by creatinga Steering Committee; and• protect health in the workplace.

4.5.2.2.3 Medical care
In 2023, 94% of employees benefited from regular medical
check-ups.

4.5.2.2.4 Occupational illnesses |DCP|
Toxic or hazardous substances have been and continue to be
used in the manufacture of Arkema’s products. Despite thesafety and monitoring procedures in place Group-wide and ineach production facility, employees may have been exposed
to such substances and may develop illnesses arising fromsuch exposure.
Occupational illness frequency rate (OIFR)
Number of occupational illnesses reported per million hours worked(reporting scope for France)

In France, the Group deploys traceability programs to track
potential exposure to arduous working conditions in its
facilities (including chemicals exposure), as part of its global
risk assessment report. At the global level, the Group is
working on digitalizing its risk assessment data using thededicated STARMAP tool described in section 4.5.2.2.2, whichguarantees internal traceability.

Agreements on early retirement for employees
in asbestos-contaminated facilities

4

In this respect, like most manufacturers, Arkema has used avariety of asbestos-based insulating or heat-proofing materials
at its production facilities in the past. Consequently, certain
employees may have been exposed to such materials before
they were gradually removed and replaced. Claims foroccupational illnesses related to past asbestos exposure
have been filed against the Group, mostly for periods before 1980.
The risk of exposure to chemicals is described in section 2.1.1of this document.
With respect to industrial hygiene, beyond the use of:• enclosed industrial processes limiting emissions as muchas possible;• protective systems such as source capture of residual
emissions and general improvement works designed tominimize exposure; and• the use of appropriate personal protective equipment at
each workstation.
The Group requires risk exposure to be assessed at each
workstation and that employees’ residual exposure to hazardous
chemicals be regularly measured in order to prevent the riskof occupational illness in the future. Measurement data are
stored in conditions that guarantee their long-term integrity.
In addition, each HSSEQ review relating to a new industrial
project lists the products used, identifies those that may
present a health risk and implements the measures necessary
to prevent or limit employee exposure (finding an alternative,
limiting quantities, setting up protection systems, etc.).
In 2023, in France, 36 occupational illnesses were reported,of which 17 were related to exposure to asbestos and six toexposure to chemicals. These figures, which include diseases
not listed to date in the tables of occupational illnesses,
increased significantly compared with previous years.
The OIFR refers to the number of occupational illnesses
reported per million hours worked for Group employees. It is
calculated based on the reporting scope for France, which
represents 34% of the Group’s workforce.

2023

2022

2021

3.3

1.9

2.4

In this context, on 30 June 2003, Arkema France signed anagreement with all of the representative trade unions that
improved the terms of retirement for employees qualifying forthis provision, and adjusted their retirement dates to facilitate
the transfer of their skills and knowledge within the organization.
These measures were extended to all Group companies inFrance by an agreement signed on 1 September 2007 with allof the unions. For more information, please refer to note 6.3
to the consolidated financial statements at 31 December 2023
in section 5.3.3 of this document.

In France, four Group sites have been included by ministerial
decree on a list of sites whose current employees would beentitled to the early retirement provisions for asbestos
workers. The Group cannot exclude that other Group sites
may be added to the list in the future.

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4.5.2.3 Process safety
The Group carefully analyzes the industrial risks associatedwith all of its production, transportation, loading/offloading
and storage processes and pays particular attention to bothinternal and external feedback concerning incidents,
accidents and best industrial risk management practices.

Institute of Chemical Engineers, companies specializing inprocess safety, or the Group. The DSEG has also published abooklet entitled “Process safety fundamentals” for plant
employees and managers to inform, train and share
information with them on process safety values.

The aim of the risk analysis is to identify and manage
potential risks that may cause harm to people, goods or theenvironment. This enables the Group to seek out processes
that are inherently safer and to implement risk management
measures that focus on prevention. To prevent water andsoil pollution, facilities are installed on sealed floor surfaces
or containment areas designed to collect any accidental
spills. They are monitored and maintained to ensure theirreliability and integrity.

In France, Technological Risk Prevention Plans (plans deprévention des risques technologiques – PPRT) put in place inaccordance with environmental legislation help manage
urban development around the Group’s upper-tier Seveso
facilities. As of year-end 2023, 14 facilities operated by theGroup in France are subject to a PPRT, for which the Group isrequired to part-finance related measures. Furthermore, incompliance with the French regulation requiring that theprobability of occurrence, kinetics, impact intensity andseverity of potential accidents be assessed and addressed in
the hazardous impact studies performed for classified
installations subject to authorization, also entails theintroduction of risk management measures at all of the sites
classified as such.

The analysis is carried out in compliance with applicablelegislation, using systematic studies based on recognizedmethods, which are chosen in accordance with the type ofprocess involved, the complexity of the operations and thesize of the facility. The aspects taken into account include(i) the risks associated with the properties of the chemical
products used, (ii) the risks associated with operating
conditions, equipment characteristics and potential technicaland human errors, (iii) the risks associated with the locationof units on a site and their potential interaction, and(iv) natural risks.
The risks identified in this way are prioritized using asemi‑quantitative process developed and led by a network ofexperts across all of the geographical regions in which theGroup operates. The experts are also responsible forpreparing the directives, procedures and guidelines required
for effective risk management.
The risk analysis process and the corresponding measures
are carried out prior to the implementation of newprocesses, of new facilities, of operations that require theuse of new chemical products, and of extensions ormodifications to existing facilities. The resulting risk analyses
are updated periodically.
As a result, the Group regularly makes improvements to its
existing production units. In 2023, Group capital expenditure
allocated to safety, the environment and maintaining the
production facilities to standard amounted to €316 million,
versus €314 million in 2022.
At the same time, the Group is investing heavily to reinforce
a culture of process safety among its employees. This
involves not only technical training in process safety systems
and methods, but also seminars in the different continents
for plant employees and managers, conducted by experts
from the Center for Chemical Process Safety of the American

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In Europe, at the date of this document, 33 of the Group’s
production facilities are subject to reinforced monitoring inaccordance with the provisions of the Seveso III directive(directive 2012/18/EU of 4 July 2012) concerning major
accidents involving hazardous substances. This directive
requires, in particular, the deployment of safety management
systems and the regular update of hazard studies.
In the United States, the management of industrial safety
risks is primarily regulated by the Occupational Safety and
Health Administration (OSHA) and its Process Safety
Management of Highly Hazardous Chemicals standard and by
the Environmental Protection Agency (EPA) and its Risk
Management Plan (RMP) Rule, implementing section 112(r) of
the Clean Air Act. In particular, these texts requirecompanies to inform authorities if they use or store aquantity of a hazardous substance above a defined thresholdand, if such a substance is stored, to implement specific risk
management programs that include a heightened equipment
inspection process, operator training and emergency plans.
Other regulations at the federal, state or local level areapplicable to the storage of chemicals, the safety ofoperators when handling stored products and the storage ofhighly hazardous substances.
For sites exposed to natural risks such as extreme weather
events or earthquakes, risk scenarios are defined andregularly updated, together with the measures designed tomitigate their impact. For further details, see the risk ofaccidents at sites in section 2.1.1 of this document.

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Process safety events (PSEs)
The Group is intent on minimizing the number of process safety events. Since 2017, Arkema has been tracking its PSER (numberof PSEs per million hours worked), an indicator defined according to ICCA and CEFIC criteria.

2030 Target
In light of the performance achieved in 2021, the Group set a more ambitious PSER target of 2.0.

The PSER (calculated according to ICCA international criteria)
in 2023 is 2.8, which is identical to the 2022 result. The
consolidation of the Group’s performance relies on concreteand targeted actions implemented following an analysis ofprocess events by type and research into root causes.
Certain initiatives have culminated in the reinforcement of
production line and circuit inspections (mechanical integrity
program), or further improvements to maintenance
operations designed to reduce the risk of leaks at production
facilities. Measures have also been deployed to enhance
operational discipline, such as stricter processes to checkequipment safety before work is carried out and circuit
positions before they are put back into service.
Based on the 10 Process Safety Must-Haves defined in 2021,
the Group continues to strengthen its Process Safety culture,
as promoted by the Executive Committee.
Significant process safety events (major PSEs) are reported
as soon as possible to Executive Committee members and to
the neighboring community in the event of nuisances,
applying the procedures specified for managing such events.
They are subject to a detailed analysis and – for the mostsignificant events – the establishment of a commission of
inquiry headed up by a corporate expert.
The number of PSEs is reviewed monthly by the Executive
Committee.

Transportation-related events
Transportation-related events are events that occur during
the transportation or handling of hazardous and nonhazardous goods at loading/offloading areas on Group andcustomer sites. The Group uses six criteria to distinguishbetween major and minor events, primarily based on theregulations in effect for the transportation of hazardous
goods.

A third category for the least critical events was defined tocollect as much information as possible to analyze thepotential impacts and deploy corrective measures to avoid arecurrence of such events.
Major events and accident trends are presented to the
Executive Committee on a monthly basis. Corrective actions
taken in response to major events must be completed within
the target period of four months.
The causes of minor and major events are identified andaction plans are implemented. Actions undertaken in 2022
were continued in 2023: improvement of impermeability
checks on tanks, loading plans for outgoing vehicles and theuse of forklifts to load packages.
In 2023, the overall transportation-related event rate
(number of transportation-related events divided by numberof shipments) was 0.36‰, down 25% on 2022, thereby
confirming the effectiveness of the measures put in place.
As well as analyzing transportation-related events, Arkema
offers and monitors dedicated “Transporting Hazardous
Substances” training courses for its employees. Several
levels of expertise exist, depending on the functions andtasks entrusted to personnel.
In addition, regular internal audits are carried out to ensurecompliance with local regulations and the implementation ofbest practices defined by the Group.
Lastly, transport safety is overseen by a network ofcorrespondents at the industrial sites and in countries orregions throughout the world that presents the Group’s
results and objectives, and shares best practices andfeedback.

4.5.2.4 Crisis management |DCP|
The in-plant crisis management procedures are broadly basedon the Group Crisis Management directive, which covers the
management of potentially critical situations in the areas ofhealth, safety, security, cybersecurity and the environment on
Group sites and during transportation. Crisis situations may becaused by internal or external events, including natural
occurrences such as flooding, earthquakes, etc.

The crisis management process also applies to events
caused by Group products located at customer sites. An
emergency number is indicated on shipping documents andSafety Data Sheets for Arkema, or is available via the country
subsidiary for Bostik. Within this product line, a productrecall exercise is organized every year for the “food contact”
segment with products designed for the general public.

A year-round on-call system enables the Group to manage
crises by setting up a dedicated crisis management team.
The Group regularly offers courses in “Crisis management
and communication” and “Media training”, and conducts
simulations of crises and set-up of crisis management
teams, especially at the highest risk Seveso sites in Europe.
Some of these exercises may involve Group staff, as well as
external stakeholders such as government employees,
elected officials, the fire department and local residents.

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4.5.2.5 Security
In the area of security, Arkema provides training and makes
every effort to use the best technologies available in order toprotect people and the facilities. The Group’s action plans
are notably based on recommendations by public authorities
and on targeted audits.
To prevent and reduce the impact of possible malicious acts,
Arkema has decided to strengthen its security policy inseveral key areas:• physical security: guidelines defining the level ofprotection to be implemented in the event of an intrusion,
depending on the site’s criticality and the prevailing social
conditions (particularly crime levels);• transportation: C-TPAT certification in the United Statesand AEO certification in France, Brazil, Benelux, Germany
and other countries, leading to additional measures being
taken to enhance transportation security;• intellectual property: heightened security measures at
research centers, for example by introducing standards
designed specifically to protect information on cybersecurity
measures; and• travel: increased employee protection during business travel.

4.5.2.6 Cybersecurity
In the area of cybersecurity, the Group has adopted a policy
for protecting data and corporate and industrial information
systems worldwide, as described in section 2.1.3 of thisdocument.
Implementation of the policy is overseen by the Group Chief
Cybersecurity Officer, who reports to the Group’s Chief
Information Officer. The CIO comes directly under the
responsibility of the Chief Financial Officer, who is a memberof the Executive Committee. Cybersecurity guidelines areapproved by the Board of Directors, which also monitors
their effectiveness. Operationally, they are implemented by aglobal committee made up of Executive Committee members
and Vice-Presidents of Business Lines and corporate
departments, which meets three times a year. Since 2021,
Arkema has appointed four information systems security
managers responsible for adapting Arkema’s cybersecurity
policy to the local context in Europe, the Americas, China
and Asia (excluding China), plus another information systems
security manager dedicated to the cybersecurity of industrialsites. A network of cybersecurity officers is also in place at
the Group’s industrial sites to ensure that cybersecurity
issues are taken into account at the local level.
Arkema’s cybersecurity strategy is based on the internationalframework defined by the National Institute of Standards
and Technology (NIST) to identify threats and Arkema’s
assets, protect those assets, detect and respond to security
incidents, and develop business continuity capabilities andincident recovery plans. Guidance issued by internationallyrecognized cybersecurity standards (e.g., ISO 27001, SWIFT,OWASP) is also incorporated into its strategy. Arkema
ensures compliance with cybersecurity laws and regulations
in all countries where the Group operates. The cybersecurity
policy is formally set out in various documents, including theGroup’s IT use policy, which describes the rules to follow foranyone with access to the Group’s IT resources. Failure tocomply with these rules, which aim to protect Arkema’s
information and operations, may result in sanctions.

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To roll out this safety policy to all employees, the Groupwide iSafe awareness program, launched in 2018, is based on
the communication of best cybersecurity practices. Actions
are led to raise awareness through various channels such as
a compulsory annual cybersecurity e-learning, such as webinars,
messages on the corporate intranet or the enterprise social
networking tool Viva Engage, on-site posters, awarenessvideos, and monthly phishing tests for everyone who uses
the Group’s IT systems.
The Group’s Cybersecurity Operation Center works continuously
to detect and respond to security incidents. Security audits
by specialized external firms, along with reviews to detect
vulnerabilities in IT systems and infrastructures, are performed
periodically. Their findings are developed into improvement
plans, which are monitored by the cybersecurity team.
To ensure business continuity in the event of a major incident
that would permanently disable Arkema’s information systems,
a business continuity plan and procedures for degraded mode
operations were defined and approved. The plan is currently
being rolled out at Arkema’s production sites, starting with
the Group’s most critical facilities. Regular training and testingin cyber crisis management is provided to support this plan.
Since 2021, Arkema has strengthened its supplier cyber maturity
assessment process through a Vendor Risk Assessment(VRA) based on the analysis of independent audit reports
using the Service Organization Control (SOC) framework andthe services of Cybervadis. Thanks to this process, the Groupcan ensure that its suppliers allocate adequate resources toprotecting their operations and their customers’ information
against cyber threats.
In the summer of 2021, Arkema became a shareholder in
Cyber Campus, a project launched by the French President.
The Cyber Campus is the benchmark in French cybersecurity,
bringing together national and international cybersecurity leaders.
This demonstrates Arkema’s strong involvement in the
cybersecurity community and its commitment to developing
the maturity of cybersecurity models throughout its ecosystem.

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4.5.3 Environment and biodiversity |DCP|
4.5.3.1 Environmental and biodiversity management
Reducing our environmental footprint is part of Arkema's
responsible manufacturer commitment, and is reiterated in
its Health, Safety, Security, Environment and Quality (HSSEQ)
policy. To achieve it, the Group is upgrading its manufacturing
practices, especially through dedicated investments andoperating expenses, to reduce emissions and to optimize theuse of energy, water and raw materials. The Group’s industrialsites, as well as rigorously monitoring their emissions to waterand to air, periodically carry out environmental analyses to
identify their impact on the environment and biodiversity andfor the Group’s stakeholders, so as to define the priority
areas of their action plans and to measure the progressachieved. In addition, right from the design phase of new
production units, the Group integrates an analysis of the
impact on the environment and biodiversity in the choice ofsites, processes and equipment.
The main environmental risks associated with the Group’s
activities relate to air, water and soil pollution, climate change
and the use of resources. The due diligence procedures andpolicies implemented to prevent, identify and mitigate theserisks and the outcomes of such policies in the form of
performance indicators are organized around the topics ofclimate change (see section 4.4), resource management(see section 4.3) and impact on biodiversity (presented in thefollowing sections).
In addition to the goals of reducing its greenhouse gas
emissions and energy consumption, presented in section 4.4of this chapter, the Group has defined three environmental
objectives for 2030 that aim to reduce emissions to air(volatile organic compounds) and to water (chemical oxygen
demand) as well as water withdrawal.
Beyond the evolution of these three strategic indicators, theGroup reports absolute figures for every parameter used to
track the Group’s environmental footprint.
To meet its targets, the Group has undertaken initiatives at
two levels:• continuous improvement programs, based on employee
training and an action plan deployed in every unit; and• a certification process, completed by internal audits, toassess the performance of each plant’s environmental
management system.
The Group’s actions focus on optimizing the consumption of
raw materials, energy and natural resources. Improvements
to production units (process modifications, installation of
effluent treatment units) accordingly enable:• a reduction in chemical oxygen demand (COD) in theeffluent discharged into rivers, thereby preserving thedissolved oxygen that is essential for all aquatic animals;• a reduction in the amount of volatile organic compounds(VOCs) released into the air, thereby limiting the formationof ground-level ozone, a superoxidant harmful to humanhealth and flora and fauna;• a reduction in SO2 emissions, thereby helping to preventthe formation of acid rain which, in addition to its direct
impact on plant life, can also alter soil and surface water
characteristics;• a reduction in NOx emissions;• a reduction in particle (or dust) emissions;• a reduction in odor and noise emissions;• a reduction in the amount of waste generated and increase
the percentage of recycled waste; and• continued soil remediation projects to protect species that
depend on the land, preserve the quality of local
groundwater and control the effects of legacy pollution.
Arkema’s general approach helps comply with the “do no
significant harm” criterion related to the objective of protecting
and restoring biodiversity and ecosystems for Arkema’s
taxonomy-eligible activities (see section 4.1.5 of this chapter).

Dependencies and impacts on biodiversity
Arkema has long been committed to reducing the environmental
footprint of its production, and firmly believes that respect
for biodiversity is an important and urgent issue. It signed
Act4nature international's ten common commitments charterin 2021 and also defined seven individual commitments.
Act4nature is a French scheme run by EpE (Entreprise pourl'Environnement), which the Group joined in 2023.
In 2023, Arkema carried out a biodiversity materiality analysis
with BL Evolution, an expert firm in the field, using the most
up-to-date biodiversity reference frameworks. These include
the 2019 IPBES report, the Science-Based Targets for Nature
methodology, France’s NF X32-001 standard on biodiversity
approaches for organizations, the French Biodiversity
Agency’s (OFB) Guide on Businesses Committed to Nature,and the recommendations of the Taskforce on Naturerelated Financial Disclosures (TNFD). This analysis covered
the Group’s entire value chain and identified the main risks,
dependencies and impacts related to the five pressures on
biodiversity identified by IPBES.
The main impacts and dependencies of the Group’s activities
are concentrated in the upstream value chain. They relate towater consumption, pollution and changes in land use
associated with the production of the raw materials purchased
by Arkema.
In the Group's industrial operations, water consumption,
pollution and greenhouse gas emissions are major challenges
that are addressed by its environmental policy.
Lastly, particular attention must be paid to the pollution
associated with the end of life of the products sold by theGroup and their packaging.

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Based on this analysis, the Group has
biodiversity strategy around five key areas:

redefinedits• limit the contribution of its direct operations to climate
and pollution stressors, notably by reducing greenhousegas emissions, water (COD) and air (VOC) emissions, andwater withdrawals;• understand and act on its contribution to the stressors
affecting the upstream value chain, in particular byanalyzing its raw materials with regard to their impact anddependence on biodiversity;• reduce its contribution to stressors in the downstream
value chain, by increasing the share of Group ImpACT+sales and by studying methods for assessing thebiodiversity footprint of Arkema's products;• understand and act on the direct impacts of its sites, by
mapping their proximity to key biodiversity areas andprotected areas, and by studying methods for assessing
the biodiversity footprint of a number of pilot sites;• raise awareness of biodiversity issues among all its
employees, through information and training initiatives tobe deployed throughout the Group.

Investments and operating expenses
allocated to the environment
In addition to the overall consideration given to reducing its
environmental footprint and impact on biodiversity when
making industrial investments, each year Arkema makes
specific investments to prevent, reduce or control incidents
or accidents that could impact the environment. In 2023,
these specific investments totaled €70 million.
Environmental protection also requires operating expenses,
which include the cost of external waste and water
treatment, as well as personnel costs for HSE functions.
In 2023, these operating expenses totaled €127 million.
Actions that have contributed to improving the Group’s
environmental performance are identified annually. A total of
183 initiatives were undertaken in 2023. They covered the fullrange of environment-related topics, including water withdrawals,
the reduction in water effluent releases, GHG and VOC emissions
to air, noise, soil contamination and waste production.

Regulatory and compliance monitoring
The Group ensures that its HSE network properly
understands the applicable EU regulations, such as theEuropean Union Emissions Trading System (EU ETS), theIndustrial Emissions directive (IED), the reviewed Best
Available Techniques Reference (BREF) documents, as wellas the latest environmental data reporting rules which
concern it. A regulatory monitoring and compliance audit
system is in place in each region. A regulatory compliancereview is carried out annually by the HSE network andcompiled at Group level.
In 2023, the Group was served two notices for environmental
violations with fines totaling over USD 10,000. One of thesewas in Mexico and one in China.

Governance
The Industrial Ecology Steering Committee (see section 4.1.2of this chapter for its composition and organization) directsand supports the Group’s progress towards meeting its
environmental and climate goals.
Also, each quarter, the Group Safety and Environment VicePresident provides the Executive Committee with overviewsof the Group’s environmental performance and the progress
made in the key indicators towards the long-term targets.
The following documents are available to keep governancebodies informed about the results of environmental footprint
reduction programs:• each business’ entire environmental footprint, including its
energy footprint, reviewed annually in individual meetings
with the business Managing Director and industrial VicePresident(s) and the Group Safety & Environment andSustainable Development Vice-Presidents. During this process,the managers concerned are assigned an environmental
target for the following year. This target is a criterion for
their annual performance review and compensation; and• an annual environmental and energy report presenting theresults of the past year and of previous years. It is
accessible to all departments concerned, via the Group’s
intranet.

4.5.3.2 Emissions to air
The Group’s objective is to minimize its environmental
emissions, particularly greenhouse gases (GHG), as describedin section 4.4, volatile organic compounds (VOCs), acidifying
substances (nitrogen oxides and sulfur dioxide) and dust.

The Group is also reducing its emissions of acidifying
substances by:

Volatile organic compound (VOC) emissions• the implementation of nitrogen oxide reduction systems or
low-NOx burner technologies.

Group production facilities are reducing their VOC emissions
in several ways, including:• collecting and treating effluents containing VOCs, with themost common technique being the installation of a thermaloxidizer or vent scrubbing; and• carrying out regular campaigns to detect and eliminate
VOC leaks.

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replacing fuel oil with natural gas; andWith regard to dust emissions, the measures notably involve:• optimizing the combustion and flue gas cleaning conditionsof thermal or catalytic oxidizers; and• installing and maintaining separation devices (e.g., cyclones
and filters) on gas flows, such as those that contribute todrying or transporting powders, before they are discharged.

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4Absolute indicators for emissions to air
The indicators in the table below present air emissions from the Group’s operations in 2023, 2022 and 2021, calculated
according to the methodology described in section 4.7 of this chapter.
Emissions to air

2023

2022

2021

Total acidifying substances (t SO2e)

2,320

2,350

2,880

• SOx (t)

1,500

1,480

2,020

• NOx (t)

758

920

970

Carbon monoxide (CO) (t)

640

890

806

2,520

3,020

3,330

112

142

188

Volatile organic compounds (VOCs) (t)Dust (t)NOx emissions, primarily associated with combustion facilities,
continued to decline in 2023. This decrease is driven byequipment modernization. For example, the Marseille(France) site cut its emissions by 47%. SO2 emissions, mainly
associated with manufacturing processes involving sulfur
products, increased slightly after the sharp fall in 2022: theKerteh plant (Malaysia) continued to make progress, while
filtration performance at the Lacq plant (France) was not as

good as in 2022, and the Houston plant (US) was adversely
affected by production irregularities.
Volatile organic compounds were down, mostly as a result ofsustained efforts on filtration performance and process
efficiency, namely at the Hengshui (China), Jarrie and Carling(France) sites.

SO2 reduction at the Rotterdam site (Netherlands)
In 2022, a flue gas treatment system was installed for the incinerator at the Rotterdam facility: sulfur dioxide (SO2) isabsorbed in a series of filters. As a result, SO2 emissions were divided by 50 between 2021 and 2023.

Intensive indicator for emissions to air
The chart below presents the VOC emissions EFPI from the Group’s operations in 2023, 2022 and 2021, calculated according to
the methodology described in section 4.7 of this chapter. Emissions are calculated using the Group’s biggest VOC emitters,
which account for more than 80% of the consolidated total.

2030 Target
65% reduction in VOC emissions in EFPI terms compared with 2012.

VOLATILE ORGANIC COMPOUNDS (VOC) EFPI

Thanks to the progress outlined above, the VOC EFPI is back on track towards its 2030 target.

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4.5.3.3 Emissions to water
Reducing effluent and other water discharge is one of theGroup’s main environmental objectives, with particularattention paid to effluents with high chemical oxygen demand(COD) and/or suspended solids. Preventing accidental emissions
is a requirement for facilities’ operational excellence andmechanical integrity (such as retention capacities), as verified
by an internal audit program.
Initiated in 2016 to optimize the Group’s water management,
the Optim’O project also aims to reduce the amount ofeffluent discharged by the Group. It is helping to:• optimize water use, the efficiency of the water treatment
process, the initial design of installations and their daily
operation, through the use of advanced technologies andthe development of innovative solutions;• ensure compliance with applicable legislation and regulatory
developments, such as the Best Available Techniques
reference document on Common Waste Water (CWW BREF)
issued by the European Union; and• implement the pretreatment of process effluent, where
relevant, to reduce the COD content of effluent sent towastewater treatment facilities.
Through detailed mapping of water withdrawals and usesand effluent emissions, updated annually since 2017 under
the Optim’O project, sites that contribute significantly to theGroup’s COD, suspended solids and water volume used wereidentified and submitted for monitoring through a specificaudit program. Seven sites were audited in 2023 and all sites
with significant water management issues have been audited
at least once.
The Optim’O program benefits from a special budget that canbe used to speed up the implementation of the action plan.
The Optim’O project is one part of the assessment of the “dono significant harm” criterion regarding the objective of thesustainable use and protection of water and marine resource
for Arkema’s taxonomy-eligible activities (see section 4.1.5 ofthis chapter).

Absolute indicators for emissions to water
The environmental indicators in the table hereafter present effluent released from the Group’s operations in 2023, 2022 and
2021, calculated according to the methodology described in section 4.7 of this chapter.
Emissions to water

2023

2022

2021

Chemical oxygen demand (COD) (t O2)

1,366

1,484

1,740

Suspended solids (SS) (t)

429

494

465

In 2023, COD emissions fell sharply at most sites, particularly Spinetta (Italy) and Nansha (China), thanks to progress in filtration
performance efficiency. The performance on suspended solids improved significantly at Calvert-City (US) and Rion‑des‑Landes(see below).

Upgrading of treatment plants in Lesgor and Rion‑des‑Landes (France)
In 2020, these two facilities embarked on major upgrades of their wastewater treatment plants, which were successfullycommissioned in 2022 at Lesgor and in 2023 at Rion-des-Landes. At Lesgor, metal emissions (copper, nickel, zinc) havebeen reduced by over 90%. At Rion-des-Landes, COD and SS concentrations have been cut by 70%.

Intensive indicator for emissions to water
The following chart presents the COD effluent EFPI from the Group’s operations in 2023, 2022 and 2021, calculated according to
the methodology described in section 4.7 of this chapter. Emissions are calculated using the Group’s biggest COD effluent
emitters, which account for more than 80% of the consolidated total.
In 2023, the Group set a more ambitious target for 2030:

2030 Target
65% reduction in COD emissions in EFPI terms compared with 2012.

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CHEMICAL OXYGEN DEMAND (COD) EFPIIn 2023, the COD EFPI at 0.38 resumed its progress towards the target of 0.35 by 2030, thanks to the Group’s ongoing initiatives.

4.5.3.4 Other measures for the environment and biodiversity
Other measures taken to reduce the impact
on local residents
Another major focus of the Group’s environmental policies is
to ease the impacts from its operations on people living in
nearby communities. Every year, projects are undertaken toattenuate such other nuisances as:• odors, by upgrading treatment installations to cut emissions;• for noise abatement, mapping, soundproofing work or
maintenance of soundproofing equipment; and• visual pollution (smoke), by firing boilers with natural gas
rather than fuel oil.
The Group has put in place communication systems to alert
stakeholders in real-time about any event likely to result innoise, odors, or visual pollution in and around a production site.
In addition, most facilities now have a system for receiving
and responding to complaints from local residents so thatthey can address the issues and minimize the impacts to theextent possible. Complaints are investigated and action plans
defined accordingly in liaison with local authorities.

Other measures to develop biodiversity
Despite occupying only a limited amount of land, the Groupis leading a number of initiatives to help enhance biodiversity
on sites where part of the land is not allocated to industrial
operations. One of the purposes is to encourage revegetationand the development of local species on and around the sites.
At the Lannemezan site (France), Arkema launched a revegetation
project on about five hectares in 2021, as part of the rehabilitationof a former lime production unit. Said revegetation has had
several benefits. By absorbing water from rainfall, plants

limit infiltration into the soil and promote evapotranspiration;
they also help to improve soil quality and provide a source offood, habitat and protection from predators for animal
species. Seeds were sown in the fall of 2022 after theselection of plants capable of adapting to the alkaline pH ofthese soils. In the summer of 2023, the revegetation of thelime production unit was a success. The total coverage isvery significant and the environment has become a habitat
for butterflies, beetles, hymenoptera and other dipterans.
In 2023, an awareness-raising campaign on water was organized
for Group employees to mark sustainable development weeks
worldwide. Three webinars were held to explain the Group’s
water use and the differences in water efficiency between sites.
Three “model” sites (one in each of the Group’s host regions
worldwide) were invited to present their best practices andthe positive results achieved through their initiatives. Local
events were organized based on the theme “Water is life:
let's take care of it.” They included games to raise employee
awareness of how much daily water consumption is wasted.
Since 2016, Arkema has been involved in the Pragati initiative
for the sustainable production of castor seeds, a raw
material used in the manufacture of performance materials.
The Pragati project is partly based on SuCCESS (Sustainable
Castor Caring for Environmental and Social Standards), which
promotes such principles as the preservation of soil andwater quality; Integrated Protection, which aims for minimal
disturbance of agro-ecosystems and advocates the use ofnatural pest control mechanisms; good waste management;
and the safeguarding of biodiversity on farms by preserving
native vegetation and diversifying crops. Other aspects of the
Pragati program are set out in section 4.6.4.6 of this chapter.

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4.5.3.5 Managing legacy pollution and protecting the soil
Arkema responsibly manages soil and groundwater contamination
caused by legacy pollution, including the storage of wastefrom operating facilities that have been operated, sold or
acquired. The Group manages its environmental responsibility
in such a way as to ensure that the health impacts and risksof its operations are managed in compliance with theapplicable regulations, and that the environment is protected
over the long term, with an appropriate allocation of funds.
In addition, Arkema implements prevention policies at all of
the operating facilities, with mechanical integrity programs,
dedicated incident reporting systems and experience sharing.
When soil or groundwater contamination is suspected at a
facility, an inquiry is conducted to determine the extent of
the area concerned and ascertain the impact. The Group
cooperates with the authorities to define the appropriate
response, in line with applicable legislation.

Brownfield redevelopment
To redevelop certain vacant brownfield sites, the Group ispartnering with local players, academics and specializedcompanies. For example, in 2019, Corsica Sole installed solar
panels to repurpose parcels of land at Arkema’s Saint-Auban(France) site. Covering 10 hectares, or 20% of the plant’s
surface area, the solar power facility plans for annual output of
19 GWh. The energy produced goes towards self-consumption
to power the plant’s operations.

Provisions for the managementof legacy pollution
The amount of provisions for environmental risk at
31 December 2023 can be found in note 11.1.2 to the consolidated
financial statements, in section 5.3.3 of this document.

The Group also implements a wide range of remediation
initiatives using new techniques and looks for ways to reuse
redundant industrial sites.
Site pollution risks are described in section 2.1.1 of this document.

4.6 Labor and stakeholder relations→ CULTIVATE A POSITION AS EMPLOYER OF CHOICE AND SEEK INTERACTION AND VALUE CREATION WITH STAKEHOLDERS
THROUGH OPEN DIALOGUEThe Group’s activities are part of a value chain and an
ecosystem comprising numerous partners and stakeholders,
as described in section 4.1.3 of this chapter. Open dialogue
with its internal and external stakeholders is a cornerstoneof Arkema’s corporate social policy and a prerequisite forunderstanding their expectations, building relationships
based on trust and cooperation, and ultimately minimizing
social risks and creating value for all.
All of the international standards and principles that theGroup upholds, and their transposition into Arkema’s
corporate reference documents, are presented in section 4.1of this chapter.
In its dialogue with stakeholders, Arkema:• respects human rights and fundamental freedoms andmakes them central to its activities;• places great importance on conducting its business in linewith the principles and rules on ethics, integrity andcompliance. Arkema therefore complies with prevailinglaws and regulations and best business practices;220

2023 Universal Registration Document• fosters the individual and collective development of all theGroup’s people. Arkema’s global human resources policy
places a key focus on the development of skills, the promotionof diversity and inclusion, and employee engagement andwell-being;• establishes open dialogue with its customers, suppliers
and partners with a view to building a responsible value
chain that creates shared value. In its choice of industrial
and business partners, Arkema favors those that respect
its social commitments; and• helps develop lasting relationships based on trust andopenness through its Common Ground® initiative, which is
aimed at its neighbors and local host communities.

Governance
The CSR/Stakeholder Dialogue Steering Committee guides
and supports the Group’s progress, particularly in the areasof human resources, human rights, diversity and inclusion,
responsible procurement, corporate citizenship, stakeholder
dialogue, sustainable finance and non-financial reporting. The
composition and organization of the committee are set out insection 4.1.2 of this chapter.

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4

4.6.1 People |DCP|→ PROMOTE THE INDIVIDUAL DEVELOPMENT AND COLLECTIVE COMMITMENT OF ALL OF THE GROUP’S EMPLOYEES

4.6.1.1 Talent management
Arkema considers each of its 21,125 employees as talents.
Given the highly technical nature of its businesses, developing
expertise and maintaining a high level of engagement amongits employees are key objectives for Arkema, which must
continuously evolve in order to meet business, technological,
social and environmental expectations in a proactive manner.

The objectives of its talent management policy are to support
the Group’s growth in a multicultural environment, make sureit has the expertise it will need in the medium to long term,
meet employees’ goals in training and individual development,
and enhance employee well-being at work. The actions taken
to achieve these objectives are described hereafter.
Two ambitious goals for 2030 reflect the Group’s commitment
to equal opportunities and its recognition of the contributionof diversity to the company’s performance.

2030 Target
Percentage of women in senior management and executive positions: 30%.
Percentage of non-French nationals in senior management and executive positions: 50%.

Talent management is based on the principles of workplace
equality and non-discrimination. It is exercised in keepingwith the Group’s values of simplicity, performance, solidarity,empowerment and inclusion, while moving towards the UN’s
Sustainable Development Goals, as indicated in section 4.1.4of this chapter.

To support the Group’s development and its global strategy,
the organization of the Human Resources (HR) function
consists of corporate departments and geographic HR functions.
The heads of these departments report to the Human Resources
and Communication Executive Vice-President, who is a memberof Arkema’s Executive Committee. Highlights and project
advancement are communicated to the Group’s Executive
Committee on a monthly basis. Human resources issues andchallenges are presented to the Board of Directors once a year.
The Group clearly states that it consistently complies withthe constitutional texts, treaties, conventions, laws andregulations in force in the countries and regions in which it
operates, as detailed in section 4.6.2 of this chapter.

TOTAL HEADCOUNT BY REGION

Total headcount stood at 21,125 at 31 December 2023, compared with 21,116 at 31 December 2022 and 20,209 at 31 December 2021.

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The stability of the Group's headcount in 2023 reflects headcount adjustments linked to a more difficult economic environment
in certain sectors, together with the impact of the Group's acquisitions policy in line with its strategy.

GROUP EMPLOYEE AGE PYRAMID

The age pyramid shows a balanced distribution in the various deciles between the ages of 30 and 60, reflecting the loyalty of
employees. The Group has an internal talent pool sufficient to cover part of the replacement of employees expected to retire
over the next ten years. The training and individual development programs implemented and described in section 4.6.1.4 of thischapter will allow for the necessary transfer of skills.
The low proportion of employees under 30 is explained by the high level of qualification required by the Group’s businesses.

4.6.1.2 An agile and collaborative organization
Work organization

Employee engagement

In every country where Arkema operates, it organizes employee
work time to enhance engagement and performance, withthe approval of employee representatives and in accordancewith local regulations.

The SMART project is part of the Group’s Operational Excellence
program. This project aims to bring all employees together
under a shared vision, by eliciting their ideas for improvement
and helping make active contributions towards progress.

Given the specific features of its industrial operations, some
employee categories may work on regular continuous or on-callshifts. These requirements are taken into account in a special
compensation scheme and adapted work schedule. For regular
continuous employees, the number of employees assigned toa given position and daily shift planning are determined insuch a way as to safeguard employees’ well-being.

Problem-solving and joint decision-making are two essential
focuses of the program.

Work is organized within the Group so as to provide for full-time
positions. Part-time employees accounted for 3.5% of theworkforce at 31 December 2023. In the majority of cases,
these employees have chosen to work part time.
In response to a sudden demand increase or unusual difficulties,
the Group may make use of fixed-term employment contracts,
overtime, subcontractors or temporary employment agencies,in compliance with local legislation and depending on thelocal labor market.
Any overtime worked results in compensatory time off and/or
pay, in compliance with the regulations applicable in each country.
In 2023, at the Group level, 30% of employees teleworked,
either regularly or occasionally. This represents a highproportion given Arkema’s business. In France, the proportionof employees across all sites who may telework amounts to
18% of the total headcount.

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SMART offers work methods and a collaborative environment
to foster and apply ideas and contributions from field staff
to benefit from their extensive skills and experience.
82 sites across three continents are involved in this approach
designed to transform the organization and change its culture
in different areas (i.e., maintenance, production, supply chain,laboratory, human resources).

Digital transformation
New digital technology is completely transforming the work
environment. To keep up with these changes, Arkema supports
its employees to help them adapt to this transformation,
which can create new performance drivers such as collaborative
work within an international organization. The digital transformation
is mainly understood in light of two aspects: employee
experience and collaborative methods. The use of new tools
to facilitate creative meetings and virtual collaboration
continues to be developed.

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Employee experience

Collaborative work methods

Employee experience covers all measures taken to help
employees in their everyday tasks and optimize their use of tools.

Digital technology offers opportunities to improve theperformance of industrial sites by boosting the added valueof human capital, as people play a fundamental role in thevalue chain of the production process, and by making thebest use of production data.

The Human Resources Information System (HRIS) helps tostandardize and share processes and data and facilitatesaccess to organizational information.
In terms of training, new technologies facilitate theimplementation of various training modules (presentations,videos, games, etc.) to adapt to the needs, specificities,
learning methods and preferred pace of each individual. The
feedback collected via satisfaction questionnaires allows therelevant expert to adjust the module’s content.
ArkemaNews, the Group’s intranet, which is translated into
eight languages, has for many years informed employees
whatever their location, of Group news in real time. An
additional version is also in place in the main countries
where Arkema operates to provide more specific informationon the local environment.
The enterprise social networking tool Viva Engage (previously
Yammer) is widely used within the Group to further
contribute to creating an agile, spontaneous work environment.
It fosters the exchange and sharing of experiences on suchcross-cutting topics as safety, mutual aid on new digital
tools, communication on major projects and even sport.
Lastly, the Work Together, Work Clever program, codeveloped by the IT and human resources functions, hasbeen helping employees get to grips with new digital practices
and the resulting changes to ways of working. Topics covered
include getting to grips with office automation and remote
working tools, document sharing, collective intelligence andvisual management.

4

Digital manufacturing project manager is supported by aglobal network of about 50 digital champions in the various
businesses and corporate departments. Their primary role is
to identify areas where the use of digital technology makes
the most sense based on practical experience culled fromthe field, and to reinforce the overall manufacturing culture.
They then conduct a Proof Of Concept (POC), a short-term
feasibility exercise, to test the value of an idea rapidly before
approving a pilot and, where applicable, moving on toindustrial scale production. Hundreds of POCs have beenlaunched, in operations, maintenance and engineering.
This agile method also relies on the involvement ofoperational staff to approve the relevance of ideas, therefore
identifying promising projects more quickly. Operational staff
contribute to each step in the POC, from testing to industrial
production.
These examples illustrate the measures Arkema has taken toenhance collaborative work methods and encourage its
teams to embrace digital technology.

Taking the pulse with Energy Dashboard
Energy Dashboard enables Arkema users to track fluctuations in available global energy price indices (oil, natural gas, CO2,etc.) in real time on their PCs and mobile phones. At a time when markets are under severe pressure, making energy pricetrends even more compelling for all of Arkema’s Business Lines, Energy Dashboard is a powerful new tool available tobuyers and sellers to help them manage their activities with greater precision and responsiveness. Energy Dashboard’s
creation is a perfect example of what can be achieved through the Digital Factory, an in-house unit created by the Group
in 2022 to develop some of its digital applications.

MyForms, an application to improve the input, security, and processing of industrial data
Co-constructed in-house and successfully tested at the Privas site (France) before being rolled out, MyForms digitizes
most of the forms used in industry, replacing paper. It makes checklists entered directly in the field available in real time.
New tools are much more readily accepted by the production teams if they are involved in the development of theapplication to ensure that it best suits their practices. By improving data input, traceability, security and processing, thisnew digital tool enriches the Group’s Operational Excellence program.

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4.6.1.3 Recruitment/Employer brand
The Group’s recruitment policies are designed to attract talented, highly skilled individuals to support its growth and workforce
renewal. In keeping with its values of simplicity, performance, solidarity, empowerment and inclusion, Arkema attaches a great
deal of importance to finding applicants with cultural awareness, teamwork skills, a solutions-driven approach and an
entrepreneurial spirit.

BREAKDOWN AND CHANGE IN THE NUMBER OF RECRUITMENTS BY REGION
2023

2023

France

21%

418

502

345

Europe (excluding France)

14%

271

306

282

North America

28%

551

654

691

Asia

28%

544

620

629

Rest of the world

9%

174

130

123

100%

1,958

2,212

2,070

GROUP TOTALIn 2023, Arkema hired 1,958 people under permanent contracts,
compared with 2,212 in 2022 and 2,070 in 2021. Despite a lessfavorable and more uncertain economic climate, the Group’s
dynamic recruitment policy continued apace, reflecting its
proactive approach to achieving sustainable growth.
The geographic distribution of recruitments shows that Asia
and North America remain the most active regions, in linewith the Group’s expansion in Asia and the higher employee
turnover in both regions.
To achieve its goals and enhance its reputation whileenlarging its international perspective, Arkema has designed
a global employer brand that is supported through local actions.
The slogan “Go Beyond Your Discoveries” establishes theCompany’s talent acquisition strategy on three main pillars.

Gaining recognition from young talent as a responsible,
preferred employer
In order to strengthen its reputation worldwide and continuously
replenish its pool of potential job candidates, the Groupnurtures special relationships with the best educational andtraining institutions for all its professions.
Arkema’s teams participate in forums and organize visits to
its industrial sites and research and development centers,
particularly in France, China and the United States.
In 2023, Arkema made it into the HappyIndex® Trainees
France ranking for the fourth year in a row. Based exclusively
on feedback from interns and work-study trainees, the“Happy Trainees” label is awarded to organizations wherestudents are motivated by their tasks and happy with theirexperience.

Attracting the best talent through employer branding
In 2023, Arkema was certified a Top Employer for the second
year running in France, China, the United States and Brazil.
The Group worked on having five new countries certified inEurope and one in Asia, culminating in Top Employer Europe
certification in early 2024. This certification recognizes theexcellence of HR practices in ten countries accounting for
80% of the Group’s employees and recruitments worldwide.
Also in 2023, Arkema was ranked 94th out of 700 on Forbes'
list of the World's Best Employers, 12th among French
companies and 2nd in the chemicals sector.
Survey participants rated their employers on image, economic
footprint, talent development, gender equality and social
responsibility.

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To support its growth, Arkema takes a proactive approach, inline with its diversity policy, to attract talent from a varietyof backgrounds, and promote gender diversity. The Group
uses various channels, including social media, to communicate
externally about the Group, its products and its wide range
of jobs.
Visuals are rolled out at the global level to highlight the valueof Arkema employees at every level in the organization, toprovide an accurate picture of their job and encourage
different types of candidates to apply. These images are also
a way to combat stereotypes and convince potential applicantsfrom diverse backgrounds that they could enjoy a rewarding
career at the Group.
These actions are carried out on social media such as
LinkedIn, Facebook and Twitter, giving the internal networkof ambassadors the opportunity to interact directly withapplicants. On the Glassdoor website, the Group’s international
rating was 3.9 out of 5 at the end of 2023.
Arkema takes steps to ensure the global coordination andcentralized management of job applications. By implementing
its new HRIS (Human Resources Information System)
worldwide, recruiters can coordinate their actions to bringthe Group top skills and diverse profiles that can support
Arkema in its long-term development.

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Recruitment practices within the Group are designed to provide the skills and expertise that the technical, sales and administrative
professions need. People under 40 have accounted for an average of nearly 69% of total recruitments over the last three years.
This illustrates the initiatives that have been in place for several years to proactively respond to the wave of retirements
projected over the next ten years. The percentage of women among hires decreased in 2023, to 29% from 30% in 2022.

RECRUITMENTS UNDER PERMANENT CONTRACTS BY AGE GROUP AND GENDER IN 2023
Male

FemaleUnder 30 years

451

199

30 to 39 years

492

185

40 to 49 years

287

127

50 to 59 years

138

49

Over 60 years

22

8

GROUP TOTAL

1,390

568

Welcoming and integrating new employees

Managing departures

Arkema guides its new employees, which accounted foraround 9% of the Group’s headcount in 2023, through the
integration process so that they can rapidly become operational.

The actions described above have been implemented to hire
new employees and help make up for departures. The actionplans outlined in section 4.6.1.4 of this chapter on training
and talent development round out the recruitment policy.

The onboarding tool developed at Group level has been rolled
out in several languages. It consists of an e-learning module,
available in 12 languages, presenting the Group, its activities,
strategy and values. It can be complemented by a two-hourinteractive webinar in English that includes an interactive
presentation of the Group with a quiz, a virtual tour of the
Arkema showroom (Workshop 4.20) and a discussion with amember of the Executive Committee.

The breakdown of Group employees by age group in
section 4.6.1.1 of this chapter shows that a significant numberof Arkema employees will retire over the next few years.

CHANGE IN THE NUMBER OF DEPARTURES BY REASON
2023

2022

2021

Resignations

1,003

1,236

1,089

Retirement

369

422

357

Dismissals

685

429

439

Other reasons (including divestment)

291

175

1,022

In the event of a reorganization or restructuring that leads tothe closure of workshops or sites, Arkema endeavors to offer
the staff members concerned adapted solutions, such as
internal or external redeployment and retraining. This isoutlined in section 4.6.1.8 of this chapter.

Departures for other reasons returned to a level close to thatof 2020 following the divestment of Altuglas Internationalin 2021. In 2023, there were 255 dismissals on economic
grounds arising from organizational adjustments.
Dismissals for personal reasons represented approximately
2% of the total workforce.

CHANGE IN EMPLOYEE TURNOVER(As a %)

2023

2022

2021

Employee turnover

4.9%

6.0%

5.6%

Employee turnover, i.e., the proportion of resignations among employees on permanent contracts, stood at 4.9% in 2023, down
on 2022, reflecting a more stable labor market.
Moreover, resignations concern the managerial and non-managerial categories in proportions close to their respective weighting
in the workforce as a whole.

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4.6.1.4 Personal development and training
4.6.1.4.1 Training policy
Arkema seeks to offer training that meets the changing
needs of the Company and its employees. It also strives toensure the relevance and effectiveness of the resources
provided, in order to optimize the time and money invested.
Group-wide training hours in 2023 totaled 427,459 hours.

In 2023, safety, health, environment and quality (HSEQ)
training and business training accounted for 47% and 39%,
respectively, of the training hours provided in the Group.
The hours of training on essential job skills accounted for
65% of all training, while the other hours of training focusedon career development for employees.

CHANGE IN TRAINING HOURS (EXCLUDING E-LEARNING)

Percentage of employees having attended at least one training course
during the year

2022

2021

82%

81%

80%

Average number of training hours per employee per year

22

22

24

Average number of training hours per manager

21

20

24

Average number of training hours per non-manager

23

22

24

Professional training concerns all employees regardless of
their job, level of responsibility or age. This is why the Group
has affirmed its desire to provide every employee withaccess to lifelong learning in the course of their career at
Arkema, as shown by the number of training hours in eachjob category.

Procurement Academy
This academy addresses all Group buyers in supply chain andpurchasing departments (goods & services, raw materials,
energy). Its aims are to support transformation in thisprofession, facilitate exchanges, build bridges between thesedepartments, and develop a global community of buyers;

At corporate level and in France, the quality of training
modules is assessed by means of questionnaires completed
by participants at the end of each session.

IT Academy
This academy was opened to help professionals from thisfield keep up with technological and digital developments. It
is also open to digital marketing teams and employees
involved in digital projects.

In addition to these qualitative evaluations, some training
courses include a test to gage the skills acquired.
For example, production line operator training is carried out
in stages under a formal process that covers both theprogram content and subsequent validation of results. This
specific practice develops skills and can facilitate employee
access to promotions and internal mobility, allowing theGroup to enhance its performance while retaining employees.
This approach also meets the standards required by the
Arkema integrated management system.
Some training programs may:
• be conducive to career advancement (changes in profession,
grade or coefficient); and• develop employee skills in line with transformation underway
in a given profession (as with the Supply Chain Academy).
At corporate level, global programs are deployed under the
Arkema University label. These include:

Business Academies
These academies offer employees personal and strategic
development programs aligned with transformation in theirprofessions, consistent with Group strategy, and createknowledge-sharing communities of experts. Sessions are
co‑developed and coordinated by internal and external instructors
allowing for experience and best practices to be shared.
The current business academies are as follows:
Supply Chain Academy
The Supply Chain Academy has been rolled out to reachsupply chain managers at European facilities;

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The establishment of new academies addressing transformationsin other professions is currently under consideration.

Management and Leadership Academies
The Group has established three management programs:• the Arkema Leadership Academy is designed for middle
managers with high development potential. Training focuseson leadership, allowing managers to analyze their profile
individually and take an active role in their professional
development. This training is provided by HEC for Europe
and Asia, and by Cornell University for America;• the Arkema Executive Academy is aimed at experienced
managers capable of taking on positions of responsibility
within the Group. In a single session bringing together
employees from around the world, the aim is to provide
participants with the resources necessary to develop theirskills as future leaders; and• the Top Executive Academy, created for around 100 executives,is based on 11 masterclass modules covering core subjects
relevant to the Group’s policies or programs (internal
control, digital technology, finance, legal affairs, CSR, talentmanagement) and the development of soft skills increativity, international relations, negotiation, leadership(decision-making, confidence) and the executive mindset.
These programs contribute to promoting executives to positions
with greater responsibility: in 2023, 81% of vacancies forsenior management and executive positions were filled via
internal promotions.

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The Group’s training offer is rounded out by local programs addressing specific needs.

Arkema Manager Academy
Designed for managers at all levels in the Americas, this program enables them to acquire or reinforce the skills theyneed to succeed. Topics covered include creating an inclusive environment, establishing and maintaining trust,communicating, coaching, setting goals and monitoring results. The Arkema Manager Academy focuses on the two mainareas of a manager’s responsibility: people and performance.

Digital learning
Since 2022, the implementation of digital learning has been
based on four pillars:• put digital learning at the heart of training;• encourage content creation by the Group’s industry experts;• provide all employees with broad access to knowledge; and• support Arkema’s culture, values and strategic priorities
through training.
This ambition has been realized through the deployment of adigital learning platform, which offers all employees free accessto digital training on soft skills, such as personal organization,

leadership and management, languages and office software.
Training courses are offered in a variety of didactic formats
including videos, infographics and energetic activities.
The platform also enables the Group to roll out e-learning
programs providing employees worldwide with a shared setof behaviors, benchmarks and best practices to adopt in
fundamental areas such as business conduct and safety.
Available in 18 languages, this new digital learning platform
also provides the basis for a program that aims to digitalize
training via content created by the Group’s industry experts.
These training courses can be delivered locally, regionallyor globally.

CHANGE IN NUMBER OF EMPLOYEES WHO TOOK AN E-LEARNING COURSE

Number of employees who took an e-learning course
Percentage of employees having attended at least one e-learning
course during the year

Internally developed training programs
The Group encourages employees who are experts in theirfield to become an in-house authority and instructor. These
initiatives promote the transfer of skills and highlight thevalue of instructors’ expertise. Group business academies
have been developed with this in mind, as have local
programs in the United States, France and China.
This type of training provides a way for the Group to offset
the risk of losing skills due to the high number ofretirements expected in coming years.

4.6.1.4.2 Talent development
Talent development is a key strategic mission for broadening
the experience that employees acquire along their career
paths, thereby cultivating new skills, this being an essential
factor in the Group’s development.
In this respect, talent development focuses on both:• ensuring that the Group has the expertise it needs to meetits strategic challenges and support its development, bothtoday and over the medium-term future; and• helping employees build their careers, thereby enablingthem to increase their skills and realize their career goals
depending on the possibilities and opportunities available
within the Group.

2023

2022

2021

16,232

15,324

15,422

77%

73%

76%

The talent development policy is based on the same principles,regardless of employee category, country, age or gender, as follows:• providing each employee with the resources and support
they need to manage every phase in their career;• leading a proactive promotion-from-within policy;• identifying and developing high-potential individuals to
encourage them to take on greater responsibilities andsupport career development;• encouraging mobility between subsidiaries and geographicalareas; and• enabling every employee to move up in the organizationand enrich their experience and skills, while ensuringorganizational flexibility.
There are two key employee positioning prerequisites fortalent management at Arkema:• a cluster of professions within which jobs are identified by
the main type of duties; and• job evaluation (based on the Hay methodology), forstructuring the Group’s organization using a common frameof reference, and to support career development and acoherent salary policy. This approach also contributes tothe harmonization of positions worldwide.
In 2021, the Group carried through a worldwide overhaul of
employee management systems and processes to improve
identification and promotion of internal talent throughout
the Company.

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Talent Management Cycle
The Group’s new Talent Management Cycle has the following stages:

Annual performance reviews

Talent reviews

All Group employees are entitled to an annual performance
review, to discuss the past year’s performance with their
managers and set objectives for the coming year. Employees
are provided with feedback following a self-assessment. Thissystem provides input for preparing personalized action andimprovement plans involving specific guidance or training.

Annual talent reviews cover all professions and levels.
A talent review begins at site level, then is consolidated andanalyzed by profession, country, region, Business Line andcorporate department, ultimately resulting in a summary
shared with the Executive Committee.

The worldwide Human Resources Information System (HRIS)
is used to perform these reviews in an electronic format,
meaning that information can more easily be shared between
employees, management and human resources.
Employees working in matrix organizations receive a review
from both their direct and functional supervisors. The HRIS
application is used to structure this practice.

Individual development plan
The approach here is to support employees in theirdevelopment throughout their career. This system helps
employees identify their strengths, weaknesses and aspirations,and work with HR and their managers to co-construct theirown development initiatives.

Career talk
Career talk meetings with talent managers provide employeeswith an opportunity to review their career paths, expectations
and how they could advance their career in other Group
professions. In France, the Motiva tool is used to help employees
identify deeper motivations and clarify career plans.

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This collaborative approach brings together a committee ofHR managers and representatives. It involves observing
performance to identify potential, map out career projections
for each individual and determine action plans accordingly.
In 2022, this process was digitalized and is now carried out inthe HRIS.

Succession poolingIn 2022, the Group enhanced its Talent Management Cycle
system by implementing a succession pooling process, whichaims to identify employees worldwide who could move into
140 generic positions across all Arkema businesses in the
short to medium term. The process is supported by a module
within the HRIS.

Succession and staffing plans
Succession and staffing plans, across all professions andCompany levels, ensure continuity in key positions and help
to retain expertise throughout the Group.
The career projections obtained from talent reviews as wellas information from the succession pooling process are used
to build these plans.

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Career committees
Drawing upon data from the various meetings forming theTalent Management Cycle, profession-specific career committees
are formed to organize internal mobility consistent with theCompany’s changing needs in the short- and medium-term
future.
The committees include HR managers and representatives,
and they cover all employees in the scope concerned.

4• expatriation, which aims to enrich employees’ skills andexperience with a perspective of individual development. It
enables the Group to strengthen local skills in the context
of strategic projects, while ensuring that expertise is leveraged.
Around 73 Group employees work as expatriates, for an averageof three to five years each. This relatively low number reflects
the Group’s policy of promoting or hiring locally wheneverpossible, including for executive or high responsibility
positions, as outlined in section 4.6.1.7 of this chapter.

International experience
International talent is developed through:• the global dimension of many projects and responsibilities,
offering employees day-to-day experience in a multiculturalenvironment; andMyCareer, a constantly evolving Human Resources Information System
Arkema’s talent management platform, MyCareer, is constantly evolving to help employees find their way around theorganization, access positions available within the Group, set up one-on-one interviews, track training and quickly accessthe information needed to support their ongoing performance and professional development. Recent examples include
the introduction of PowerBI to enable managers to drive their teams’ performance and goals, and the addition of asimplified performance review form for regular continuous employees. Together with their managers, they set andmonitor goals. These developments contribute to the standardization and simplification of performance evaluation
processes across Group level.

4.6.1.5 Employee engagement and well-being
Arkema maintains its proactive approach to developing
employee engagement and workplace well-being, key factors
contributing to the Group’s performance. The materiality
assessment conducted in 2022 and described in section 4.1.3of this chapter once again confirms the importance that bothinternal and external stakeholders attribute to this area. The
Group firmly believes in sustaining a high level of dialogue
with employees to continuously improve the quality andsafety of the work environment and the work/life balance,along with workplace atmosphere and organization.

employees. In 2022, the Group reaffirmed its commitment byimplementing the Well-Being at Work Charter.

Employee engagement and satisfaction
Arkema periodically carries out internal surveys in particular
to assess employee satisfaction and engagement and to
identify appropriate action plans.

The global Well-Being at Work approach, approved by the
Executive Committee, is centered on four pillars:

In 2023, Arkema once again conducted its global in-housesurvey, ARKEMA CARES. A total of 20,172 employees weresurveyed on five dimensions: engagement, the Group’s strategy
and values, employee experience, diversity and inclusion, andperformance conditions.

• health and safety: work/life balance, stress and psychosocial
risk prevention, healthy activities, eating and sleeping well;

The response rate was 72%, representing a very satisfactory
level of coverage.

• work environment: ergonomics, teleworking, workplace
conditions;

The results showed a high level of employee engagement,with an engagement score of 77%, two points above the industry
benchmark calculated by Mercer, the firm that conducted
the survey. The difference from the previous year’s engagementscore of 82.5% is mainly due to a change in methodology(inclusion of a neutral response option and change in thequestions used to calculate the engagement score).

• digital transformation: digital projects, ease-of-use of digital
tools, acculturation, logging on and logging off; and• interpersonal relations: listening to Group employees,
working according to Arkema’s values, respect.
The approach is based on the Group’s values of solidarity,empowerment, simplicity, performance and inclusion. Led by
the Human Resources teams in each country, it involves all

The results were analyzed and communicated to each Group
entity and all employees.

2030 TARGETThe Group has also set itself the goal of achieving an engagement score of at least 80% by 2030.

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Work/life balance
Arkema intends to remain a great place to work. This isessential to employee well-being and performance, but also
in retaining talent and increasing the Group’s attractivenessfor candidates, which all contribute to Group performance.
The main ways in which the Group helps employees achieve
better work/life balance are flexible work arrangements,
support for working parents, and improvement of working
conditions.
Arkema uses collaborative working methods, encouraging
teleworking to provide employees with greater flexibility intheir work/life balance (for further details, see section 4.6.1.2of this chapter).
Another advantage, offered to young parents to safeguard
their work/life balance, is paternity leave granted at the birthor arrival of a child. Arkema confirms the importance it gives
to parenting by maintaining the employee’s full pay during
the leave period. This measure applies to many employees
across Europe.
Mobile technology has significantly changed the Group’s work
methods and practices. Keenly aware of the importance ofusing these devices responsibly to promote the well-being ofpeople within the organization, Arkema has taken measuresin France to raise employee awareness about how to use
mobile technology, such as:• information on good teleworking practices, including remotemanagement, ergonomics, and a reminder of the right todisconnect;• awareness-raising initiatives for all employees, under theWork Together, Work Clever banner, with webinars, expert
insights, practical advice; and• awareness training for managers.

Well-being and better working conditions
Going beyond the legal requirements, the Group has
implemented stress prevention policies in its key countries,
including France, China and the United States. These policies
provide for the assessment of stress levels among
employees or for particular positions, as well as training andawareness initiatives to reduce workplace stress.
A global psychological support and anti-harassment system
was rolled out in 2023. It is accessible via Eutelmed, an online
platform that allows employees to contact a psychologist, in
60 languages, to discuss their situation and receive personalized

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support in a safe, confidential and anonymous manner. The
platform also provides access to a wide range of informationand counseling modules in French and English.
Lastly, an ergonomics program was initiated in France in 2015
to improve different aspects of working conditions in bothmanufacturing and services.
In recent years, major changes have been made to the work
environments of employees at the head office of Arkema
China Investment in Shanghai and those at the Bostik head
office in Colombes (France). These projects were carried out
with input from the employees concerned, to ensure a
comfortable work environment adapted to their needs. Pleasantworkspaces significantly contribute to employee well-being.
The Social Club launched in China is another example ofinitiatives taken to improve well-being in the workplace.
A wide range of sports and leisure activities is available for
employees. This contributes to their fulfillment and wellbeing, while encouraging them to talk to each other as
equals, without regard for their position in the hierarchy.
These actions reinforce employees’ feeling of belonging andmake a positive contribution to the subsidiary’s social life.

Absenteeism
Absenteeism, which includes sickness, accident andmaternity leave, as well as strikes and unpaid leave, stood at
4.1% for 2023, down compared with 2022 (5.1%).
Absenteeism for medical reasons also decreased to 2.7%,
from 3.5% in 2022, slightly below the level of 2.8% recorded
in 2021.

Benefit schemes
In most countries in which the Group operates, employees
are covered by mandatory public schemes addressing risks
related to death, disability, work incapacity, pensions andhealthcare costs.
In addition to this statutory coverage, Group entities inFrance and abroad are responsible for implementing andupdating health, welfare and employee benefit schemes, witha preference for defined contribution plans in line with local
requirements and practices. In 2023, 96% of Group’s
employees accordingly had supplementary life cover, 95%
supplementary disability cover, and 80% health insurance
cover.

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4.6.1.6 A motivating and competitive compensation system
A key component of the Group’s human resources policies,
total compensation is designed to recognize and equitably
reward each employee’s contribution to Arkema’s success.
The compensation structure comprises a fixed base salary,an individual bonus and a collective bonus, which are applieddifferently depending on the position and the country. This
structure fulfills a number of objectives:• compensate individual and collective performance;• enhance each employee’s awareness of their responsibilities
and involve everyone in meeting objectives;• offer fair compensation consistently across the organization; and• manage costs.
48% of employees receive some form of individual bonus, theamount of which depends on their fulfillment of personal
objectives and their contribution to the collective performanceof a business, a country organization or the Group. The main
factor behind the increased percentage is that variable
portions reach a wider population. A significant portion of
their bonus depends on safety or other CSR objectives.
71% of employees are eligible for some form of collective
bonus, which gives them a stake in the Group’s expansion
and financial performance. This is the case for the incentive
and profit-sharing schemes in effect in France.

Equal pay between women and men
The average proportion of women on the payroll is steadily
increasing and reached 26.8% at 31 December 2023.
Moreover, equal pay between women and men is a key factor
in annual salary reviews and career reviews in all Group
companies.
In France, Arkema France and Bostik publish their genderequality scores, as required by law. For 2023, their scores
were 88 and 92, respectively.
In addition to equal pay, Arkema has for many years ensured
that women enjoy the same career development opportunities
as their male counterparts.
Its policy aims to meet the following four objectives:• strengthening the principle of non-discrimination in thehiring process;• ensuring equal pay for equal work;• encouraging and facilitating career development; and• taking parenthood into account in the career management
process.

Employee share ownershipGroup companies regularly participate in compensation surveys
organized by specialized structures. They have access tobenchmarks used to position themselves on their geographic
market against other industrial groups or within the chemicalindustry, and to measure compensation attractiveness.

Since its creation, Arkema has encouraged employee shareownership, with plans offered every two years in the Group’s
main host countries to enable employees to purchase
Company shares on preferential terms (for further details,
see section 6.3.4 of this document).

All employees benefit from minimum compensation guarantees,
and are paid on time, in full and without any deductions.

At 31 December 2023, 7.7% of outstanding shares were
owned by employees, collectively making them one of theCompany’s leading shareholders.

Total payroll costs for 2023 and previous years are presented
in note 7.2 to the consolidated financial statements, insection 5.3.3 of this document.

Performance shares
Performance shares are granted, as decided each year by the
Board of Directors, to executives and employees who havedemonstrated remarkable performance or whom the Groupwishes to incentivize and involve more closely in its long-term
development. In 2023, performance shares were granted toalmost 1,700 beneficiaries, representing 8.1% of the total
headcount. 34% of these beneficiaries were women.
For more information, please refer to section 3.5, section 6.2.6
and note 7.4 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document.

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4.6.1.7 Diversity, inclusion, equal opportunity and equal treatment
Diversity and equal treatment policy
As part of its policy of non-discrimination, workplace equalityand diversity, the Group applies a zero-tolerance approach todiscrimination and has committed to hiring people solely on
the basis of its needs and each applicant’s personal qualities,
as defined in its Business Conduct and Ethics Code and its
human resources policy memo. These principles feature in
the Group’s recruitment charter.
Workplace equality is one of the major priorities of theGroup’s human resources policy, along with the prevention of
discrimination in general. Special attention is given to ensure
gender equality in the workplace, facilitate the integration of
employees with a disability and prevent discrimination on thebasis of age, nationality or mandate as employee representative.
Measures brought in by the Group to ensure equal opportunityand obtain quantifiable results include:• a program that periodically revises job descriptions to ensurethat they are non-discriminatory and consistent across eachprofession, with a particular focus on accurately describing
the related tasks and responsibilities. In addition, thepositions, job titles and requisite profiles are reviewed
once a year, department by department;• recruitment policies based on the sole criterion ofsuitability for the job. In the United States, for example,
Arkema Inc. (i) gives training to people involved in the
recruitment and hiring process, (ii) provides them with job
descriptions and applicant profiles, and (iii) remedies any
situation where there is a significant under-representationof minorities or women in the workforce. In France, humanresources managers receive training on the prevention of
discrimination during the recruitment process; and• an annual review of compensation to ensure equal pay.

The strategic objectives set by the Group for 2030, to increase
the percentage of women and of non-French nationals in senior
management and executive positions, reflect its efforts to
support diversity in carrying out its business activities.
The Group Diversity and Inclusion Committee includes
Business Line Vice-Presidents, corporate Vice-Presidents andthe Sustainable Development Vice-President along with HR
and Communication representatives, and regional and Group
diversity-inclusion representatives. The topics covered by thisinternational committee include gender equality, promotion ofcultural diversity, equal opportunity and inclusion.
Alongside this committee, a Junior Diversity and Inclusion
Committee, composed of multidisciplinary representatives inthe early stages of their careers or at lower managerial levels,
addresses the same issues. By putting the contributions fromthese two complementary committees to use, the Groupseeks to have a fuller grasp on the matters at hand.
The work of these two bodies resulted in the drafting of a
Diversity and Inclusion Charter based on the Group’s fivevalues and aimed at guaranteeing fair and equitable treatment
for all in terms of both recruitment and career management.
The Group’s roadmap is structured around four pillars:measurable objectives, strong governance at the Group andregional entity levels, HR processes that foster diversity andinclusion, and promotion of an inclusive culture.

Measures to promote female employees’ accessto positions of responsibility
Although historically not many women have worked in theindustry, the proportion of women in the Group’s total headcounthas steadily increased to 26.8% at 31 December 2023.
Women accounted for 29% of new hires across all levels in
the organization.

2030 Target
The Group has set a target of senior management and executive positions being 30% held by women.

The percentage of women senior managers and executives
across the Group continued to rise in 2023, reaching 29%, athree-point increase on 2022 (26%). The change is primarily
the result of the support program introduced in 2016 topromote equal opportunity and gender diversity.
High-responsibility positions (senior managers and executives)
account for around 10% of all managerial positions acrossthe Group. Senior managers account for about 2% of all
management positions.
The Group confirms that Arkema France (the only company
concerned) is working to comply with French legislation on
targets of 30% by 2026 and 40% by 2029 for women in senior
management positions, as defined in the Company’s collective
agreement. In 2023, this proportion was 20%.

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More generally, the Group encourages women to move up tosenior positions. At 31 December 2023, the Group management
committee had twenty-five members, including the ten
Executive Committee members, along with Vice-Presidents
of some Business Lines, support functions, regions and countries.
At 31 December 2023, the Group management committee
included five women, 20% of the total. Arkema aims toincrease the proportion of women on the Group management
committee to 30% by 2030.
During the annual review of human resources issues carriedout by the Board of Directors, the number of women on thegoverning bodies is always examined very closely. The goal ofincreasing the proportion of women in senior management
and executive positions by 2030, defined as a priority in 2015,is the response given to this challenge. Within senior
management and executive positions, which constitute a poolfor governing body members, support for women’s careers isregularly examined by ad hoc committees.

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Within the scope comprised of France, the United States andChina, women hold 39% of lower management positions andabout 36% of middle management positions.
The action plan to reach the targets involves:• annual monitoring of the proportion of women in senior
management and executive positions, which is now includedin the collective objectives used for calculating variable
compensation;• a mentoring program run by senior executives to help
women move into positions of responsibility. Since its creationin 2016, this program has benefited 120 women managers

4

in France. Nearly 90% of them have enjoyed careerdevelopment since their mentoring, for the most part a
promotion to a position with greater responsibility;• identifying women in key positions in other businesses ororganizations to create a pool of female talent for future
recruitment needs; and• an employee collective, Women@Arkema, which regularlyorganizes awareness-raising events on gender balance andequality.

Arkema stands with the UN
Arkema is a benchmark employer in terms of gender equality. To support its actions, the Group adheres to the United
Nations Women’s Empowerment Principles (WEPs) program. Arkema is committed to upholding the key principles andreporting on its progress. This membership confirms the continuation of governance favorable to gender equality at thehighest level of the company. It establishes the application of fair treatment for everyone in the workplace by combating
discrimination. Arkema is also committed to promoting the education, training and professional development of all its
female talents.

Diversity, equity and inclusion: A commitment from Arkema China
Arkema’s sites in China actively relay the Group’s Human Resources policy to promote gender balance, and, more broadly,
diversity and inclusion. The Group has two dedicated committees composed of representatives of both sexes from allsites, functions and businesses. They are working to raise awareness of these issues internally through three initiatives
aimed at listening to, recognizing and developing the engagement of employees from diverse backgrounds. This promotes
an inclusive culture, encourages the sharing of experiences and ideas, and helps women in particular to find their rightfulplace and grow within the company.

Initiatives to foster international diversity
Developing the percentage of employees of non-French nationality in management positions is a key component of the Group’s
geographic growth strategy.

2030 TARGET
To strengthen its commitment in terms of diversity, the Group has set an ambitious target: 50% of senior management
and executive positions to be held by non-French nationals.

In 2023, the proportion of non-French senior managers remained
stable year on year at 40%.
In every country where Arkema operates, local skills andcapabilities are prioritized in every aspect of the business,
including top management. This is the case, for example, forthe entities in Brazil, China, Korea, the United States and Japan.
The action plan involves:• expatriation programs (for further details, see section 4.6.1.4.2of this section);• a fourth edition of the international mentoring program
designed to help participants advance in their careers,which was run in 2023, supporting 25 “mentee” participantsin 13 countries (Australia, China, India, Italy, Japan, Malaysia,
the Netherlands, the Philippines, Singapore, Sweden,
Turkey, the United Kingdom and the United States). The
program gives talented young employees the opportunity
to benefit from the support of a mentor and to increase
their visibility within the Group; andInitiatives to promote the employmentof people with disabilities
The Group contributes to the integration and continued
employability of people with disabilities through dedicatedtraining programs and workstation modifications. The Group’s
recruitment procedures make it possible to offer people withdisabilities various job opportunities.
The measures taken in France illustrate the approach
implemented by the Group. For the other regions, similar
measures have been implemented taking into account local
conditions and legislation.
In 2023, a new, three-year agreement was signed by Arkema
France (2024-2026) reaffirming the Group’s commitment tohiring, integrating, training and retaining disabled employees,
raising awareness of the issue and increasing the use ofsocial enterprises and work centers.
At the end of 2023, disabled employees accounted for 5.5%of the Group’s workforce in France.

• an e-learning module dealing with diversity and inclusion
and targeting all Group employees, which has been completed
by nearly 17,000 employees since its creation in 2022.

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In the United States, to encourage diversity in hiring, Arkema Inc. vacancies for outside applicants are posted on job search sites
designed for people with disabilities and emailed to local community organizations that help disabled people find employment.

“Different is beautiful”: changing perceptions
Arkema has a proactive policy for recruiting people with disabilities. To support this approach, the Group has become apatron of Different is Beautiful, a non-profit created by Francesca Clayton, an Arkema employee. A photography
enthusiast, she has created a series of black and white portraits taken throughout France and Belgium in 2022. The
subjects are students, athletes, models or influencers who share their stories and talk about others’ perceptions of theirdisability, self-acceptance and going beyond their limits. Arkema is proud to support its employee’s commitment, which
dovetails perfectly with its values and its Diversity and Inclusion policy. The exhibition will be on display throughout
France into 2024.

Initiatives to hire and retain seniors• retaining senior employees;

In France, the issue of recruiting and retaining seniors is
included in the strategic workforce planning (SWP) agreement.
“Seniors” are defined as people over 50 years old. The Grouppledged to undertake initiatives in the following areas:• supporting career-endings;• recruitment: 10% of permanent contracts for people aged
50 and over;In 2023, of the 418 people hired under permanent contracts
in France, 46 were over 50 years old, representing 11% of the total.

• transitioning to retirement; and• knowledge transfer.

4.6.1.8 Active social dialogue with employee representatives
The Group respects the fundamental freedoms of its employees,
such as the freedom of association and expression, as
defined in its Business Conduct and Ethics Code.
The Group Labor Relations Vice-President coordinates alllabor relations policies worldwide.
Among the fundamental principles and rights at work, theright to freedom of association and to collective bargaining is
a vector of social progress that the Group encourages
wherever it operates. These principles are stated in Arkema’s
human rights policy, outlined in section 4.6.3 of this chapter.
Accordingly, in addition to complying with host country
legislation, the Group facilitates employee representation inorder to support suitable collective bargaining processes. In
countries where the law does not provide for employee
representation, specific bodies can be set up locally.
A consultation and dialogue structure has been implemented
at the European level with the European Works Council.
In France, regular awareness-raising initiatives on trade union
presence and rights are run jointly by management andrepresentative trade unions, designed for all employees.
Depending on their positions, managers’ training programs include
sessions on labor relations and union rights. Lastly, in France,
the Group provides trade unions with dedicated intranet
sites where they can inform employees about their activities.
Arkema pledges to enforce a non-discrimination policy withregard to employee representatives, and to respect and protect
their rights. In France, Arkema’s collective agreements include
provisions guaranteeing that the careers of employee
representatives be monitored, to ensure equal treatment
with respect to non-mandated employees. Elsewhere, a training
program is offered to newly elected employee representatives.

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The social dialogue organization
As part of its employee relations policy, the Group fosters
ongoing dialogue with employee representatives in every
entity, in accordance with local cultural norms and legislation.

At the European level
The social dialogue body is the 25-members EuropeanGroup Works Council, which holds a one-day plenary meetingat least once every six months to discuss issues within its
remit, including:• business issues: market trends, commercial situation,
activity level, main strategic priorities, growth outlook andobjectives;• financial issues: review of the consolidated financial
statements, annual report and investments;• labor issues: human resources policy and the employment
situation and outlook;• environmental issues: Group policy and emerging European
regulations; and• organizational issues: significant changes in the Group’s
organization, developments in the businesses and thecreation or termination of operations affecting at least two
European Union countries.
In 2023, three plenary meetings were held. The Group’s 2022
results and strategic outlook were discussed and the Chairman
and Chief Executive Officer addressed the meetings.

In the United States
Employees at unionized facilities are covered by collective
bargaining agreements negotiated with local and national
trade unions for an average period of three years. They deal
with such issues as compensation, the safety of people andprocesses, and quality of work life.

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In China

labor unions already in place at the Group’s local production plants.

An Employee Representatives Congress of Arkema China
Investment Co. Ltd, the Group’s main local subsidiary, is in place.
It currently has 32 members. The ERC has a broad remit, ranging
from pay negotiations to safety and training. It complements theAround the world, a high percentage of employees wererepresented by elected bodies or unions in 2023, as shown in
the following table.

4

PERCENTAGE OF EMPLOYEES REPRESENTED BY ELECTED BODIES AND/OR UNIONS, BY REGION
2023*
GROUP TOTAL

82%

France100%Europe (excluding France)

98%

North America

28%

Asia

87%

Rest of the world

100%

*

Data corresponding to sites employing more than 60 people, which accounts for 91% of the Group’s total workforce.

Employee relations with regard
to the Group’s development
The Group pays a great deal of attention to the social impactof the changes it experiences. Prior to any reorganization within
the Group, the Executive Committee carefully examines thesocial consequences of projects and factors them into its
decision-making process.

Collective agreements
Since the Group was founded, its collective bargaining policy
has led to the signing of a wide range of agreements in eachfacility or company.
In France, some agreements are Group-wide and therefore
applicable to every Group company in the country, while others
have been negotiated only for a given company or facility.

Reorganization projects also give rise, where necessary, toin‑depth discussions with employee representative bodies aspart of information and consultation procedures. These
negotiations make it possible to implement support measures
such as early retirement schemes, internal redeployment or
support for external mobility or business start-ups.

In other countries, collective bargaining procedures are alignedwith national employee representation practices and legislation.

With external growth and divestment transactions, specificcommitments may also be made to take account of theirsocial implications. For example, when the acquisition of amajority stake in PI Advanced Materials was finalized in 2023,
the commitment to maintain employment conditions successfully
facilitated the integration of all employees.

In recent years, health and well-being in the workplace havebeen extensively discussed with labor representatives. For
example, an occupational health framework agreement was
signed at Arkema France to continue to improve employee healthand implement a coordinated policy covering commitments
made during negotiations. Shared indicators are monitored at
the Company and entity level by multidisciplinary committees.

The Group Human Resources Vice-President for acquisitions/divestments and labor law oversees the social aspects ofdivestments and acquisitions worldwide. He reports to
the Group Human Resources and Communication Executive
Vice-President, a member of Arkema’s Executive Committee.

Negotiations are designed to raise the social status of
employees in correlation with the Group’s development andwith the macroeconomic and legal environment.

In 2023, 88 company agreements were signed worldwide,
including 13 in France. These agreements cover issues suchas health and safety at work, well-being at work, social
protection, pensions, working hours and conditions, genderequality, disability, compensation, forward-looking managementof jobs and skills, and training.

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4.6.2 Business compliance and ethics
The Group places great importance on conducting its
business in line with the principles and rules on businesscompliance and ethics. In particular, Arkema works in linewith international conventions, prevailing laws and regulations,and honest business practices. Failure to comply would
expose the Group to legal or reputational risks.

Arkema’s general approach helps comply with the “minimum
safeguards” criterion on anti-corruption and fair competition
for the Group’s Taxonomy-eligible operations (see section 4.1.5of this chapter).

Arkema is committed to complying with antitrust regulations
and to rejecting and preventing all forms of corruption andfraud using a zero-tolerance approach.

4.6.2.1 The Code of Conduct and Anti-Corruption Policy
The Group’s Business Conduct and Ethics Code sets out
Arkema’s values and describes the principles and rules ofconduct all employees are expected to abide by at all times.
In particular, the Code of Conduct specifies that:• no form of violence, sexual or moral harassment is tolerated
in the workplace;• employees must not offer, provide, promise, request or
accept, directly or indirectly, any undue advantage, be it
pecuniary or otherwise, in order to secure business relations
or any other business advantage;• employees must scrupulously comply with all applicablelaws relating to antitrust in all countries where the Group
operates; and• Arkema employees involved in international trade mustensure compliance with export/import control laws andregulations, as well as international economic sanctions.
Laying down Arkema’s Policy on influence peddling andcorruption, this Policy:• provides concrete examples of behaviors to avoid that could
be construed as acts of corruption or influence peddling; and• outlines the basic set of rules relating to gifts and hospitality
offered to employees.
The Code of Conduct and the Anti-Corruption Policy areavailable in 13 languages, corresponding to the main
languages of the countries in which the Group operates, andare accessible on the Group’s intranet and website.
The rules and procedures of Arkema’s business complianceand ethics program, which includes the Code of Conduct andthe Anti-Corruption Policy, are sent electronically to all
employees once a year. As part of this awareness campaign,
employees are invited to reiterate their commitment torespecting the Group's principles and rules on ethics andcompliance by signing a compliance statement via theprogram’s distribution platform.
Compliance with the rules and principles of the Code of
Conduct and other Group procedures is assessed as part of
the annual employee appraisal process.

• defines corruption and influence peddling;

4.6.2.2 Measures for reducing business compliance and ethics risks
The Group’s business compliance and ethics program
primarily covers antitrust, international economic sanctions
and the fight against corruption. The program is subject torules and procedures as well as related risk management
processes, the main aspects of which are described hereafter:• face-to-face training to build employee awareness ofantitrust regulations, compliance with international economic
sanctions and the fight against corruption;• e-learning modules on the Code of Conduct, anti-corruption
and antitrust legislation, with the latter primarily aimed at
employees who are most exposed to these risks. As of
31 December 2023, over 14,000 employees had completed thee-learning course on anti-corruption;• a practical guide to competition covering rules andrecommended behaviors issued to employees;

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2023 Universal Registration Document• integrity checks and other due diligence on third parties
who interact with the Group;• the verification of business intermediaries prior to appointment,
according to the business intermediary procedure, tominimize the risks of corruption-prone situations arising;• rules relating to gifts and invitations;• guidelines for managing conflicts of interest;• systematic prior approval required for any export to countries
subject to commercial and/or financial restrictions, according
to the export control procedure; and• a whistleblowing system as described in section 4.6.2.5 ofthis chapter.

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4

4.6.2.3 Control processes and disciplinary action
The Group relies on a network of lawyers in charge of complianceissues to monitor the effectiveness of its business complianceand ethics program.
A Compliance Committee is also responsible for overseeing
the implementation and proper application of the rules andprinciples set out in the Code of Conduct. This committee,
whose members are appointed by the Chairman and Chief
Executive Officer, is made up of representatives from thefollowing departments: Internal Audit and Internal Control,
Human Resources, Sustainable Development, Industry
Environmental Safety, Legal Affairs, Raw Materials and Energy
Purchasing, Finance & Treasury.
The Compliance Committee sends the minutes of its
meetings to Arkema’s Executive Committee. It met threetimes in 2023.
As part of the global risk management process, the Internal
Audit and Internal Control department regularly performs

audits in the subsidiaries. These include an analysis of the
management processes to help detect possible risks of fraudor, more generally, non-compliance, and to define, whereappropriate, the necessary corrective measures. For more
information on the global risk management process, seesection 2.2 of this document.
The corruption risk map, mentioned in section 2.1.2 of thisdocument, is updated regularly.
Disciplinary actions are provided for in the event of
non‑compliance with the provisions of the Code of Conduct
or the Anti-Corruption Policy. They are described in theInternal Rules (or equivalent) of each entity. Of the alerts
submitted via the whistleblowing system in 2023, three were
substantiated and resulted in corrective measures, including
disciplinary action. For further details on the whistleblowing
system, see section 4.6.2.5 of this chapter.

4.6.2.4 Personal data protection
Arkema takes steps to comply with personal data regulations
in all the countries in which the Group operates. A networkof local representatives, supervised by the Data Protection
Officer, facilitates consistent global management of personal
data protection within the Group.

The Data Protection Officer works closely with cybersecurity
teams to implement IT security measures in line with the
General Data Protection regulation (GDPR) that will protect
data handled by the Group.

4.6.2.5 Whistleblowing system |DCP|The Group has a whistleblowing system whose procedures
are available on the Ethics and Compliance section of theGroup’s website and have been translated into 13 languages.
It allows employees and other stakeholders to report any
irregularities they are aware of that may be related toArkema. Examples include corruption, influence peddling or
fraud, direct or indirect discrimination, moral and/or sexual
harassment, breaches of competition law, or serious
violations of human rights, fundamental freedoms, health,personal safety or the environment.

The reports are handled by the Whistleblower Committee,
which acts in the strictest confidentiality. The Whistleblower
Committee, whose members are appointed by the Chairman
and Chief Executive Officer, comprises representatives fromthe following departments: Internal Audit and Internal Control,
Sustainable Development, Legal Affairs and Human Resources.
The whistleblowing system supplements the other disclosure
mechanisms available at certain subsidiaries.
In 2023, 20 alerts were received through this channel, threeof which were substantiated. In all, 15 (75%) of these alerts
were related to human resources issues (including nine
relating to discrimination or harassment) and five (25%)
concerned issues related to business ethics and fraud. As of
31 December 2023, four alerts were still being processed.

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4.6.2.6 Tax policy
Arkema conducts industrial, commercial and service
operations in many countries and communities around theworld. The Group aims to contribute to the development ofthese communities through the payment of a tax related tothe activities and functions it performs within them.
Arkema complies with the tax laws and regulations of thecountries in which it operates, as well as international tax
standards, in particular those developed by the OECD. To doso, Arkema relies on a tax department that has tax
professionals in the countries where its challenges are
greatest. In other countries, the Group’s tax department callson recognized external consultants whenever necessary tovalidate its practices.
The main objective of tax policy is to provide the Group withlong-term legal certainty. Arkema condemns and seeks toprevent all forms of tax evasion. As such, it does not
implement aggressive tax planning geared towards
transferring tax bases without justification to countries with
low tax rates. Neither does it create legal structures devoidof substance for fiscal reasons in such countries. As of
31 December 2022, Arkema had only one entity (Bostik OOO)
located in a country (Russia) on the European Union’s tax
haven blacklist.

Arkema applies transfer pricing policies endorsed by theOECD to its inter-company flows, and believes its policies tobe reasonable for the risks and functions of the entities that
constitute the Group, and compliant with the arm’s lengthprinciple. These policies and the corresponding practices areapplied within the Group by the tax department, first,
via training for the employees responsible for applying them,and second, by making documentation available to tax
administrations in a timely manner, either spontaneously oron request, depending on the regulations of the country inquestion.
Arkema cooperates with tax administrations with integrity
and transparency when being audited, and ensures theimplementation of any corrective measures when the audits
are completed. Tax risk reporting is integrated into the risk
management process and is presented annually to the Group
Audit Committee.
Arkema’s general approach helps comply with the “minimum
safeguards” criterion on tax-related risks for the Group’s
taxonomy-eligible operations (see section 4.1.5 of thischapter).

4.6.3 Human rights |DCP|
Arkema respects human rights and fundamental freedoms,
as defined in the Universal Declaration of Human Rights, andmakes them central to its activities. The Group therefore
makes every effort to prevent and identify human rights
violations against its employees or those of its suppliers, its
subcontractors and other stakeholders, and to remedy any
violations that do occur.
Arkema opposes human trafficking, forced labor, child labor,
all forms of exploitation, abuse, violence, sexual harassment
and bullying, and applies a zero-tolerance policy towards
discrimination. The Group asserts its commitment to upholding
the fundamental rights of a decent minimum wage, health andsafety for its own employees and those of outside companies
working at its sites, equal opportunity, equal pay, respect for
private life, personal data protection, freedom of association,
the right to strike and the right to collective bargaining.
The Group’s vigilance in the area of human rights extends
throughout its own operations, across its value chain, withparticular regard to suppliers and subcontractors, andthroughout audit engagements carried out for the evaluationof potential acquisitions.
Arkema’s commitments are formalized in its Human Rights
Policy, which highlights four areas that are monitored
particularly closely:• health, safety and security: programs, initiatives andresults are presented in section 4.5.2 of this chapter;• health and safety of customers and end users: programs
and initiatives on responsible product stewardship arepresented in section 4.2.4 of this chapter;

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2023 Universal Registration Document• suppliers and subcontractors: programs, initiatives andresults are presented in section 4.6.4 of this chapter; and• anti-discrimination policy: programs and achievements aredescribed in section 4.6.1.7 of this chapter.
Arkema’s Executive Committee is responsible for drawing up
the Group’s Human Rights Policy and disseminating it acrossall entities, while the regional entities are tasked with
implementation, in compliance with applicable laws andregulations. The CSR/Stakeholder Dialogue Steering Committee
regularly takes stock of the situation, and risks relating tohuman rights fall within the scope of the Group’s Risk Review
Committee. The two committees comprise Executive Committee
members, the Vice-Presidents of certain corporate departments,
as well as managers involved in the Group’s CSR policy andrisk management process. The Sustainable Development
Vice-President is a member of both committees and reportson the Group’s CSR activity at least once every year to the
Executive Committee, the Audit and Accounts Committee
and the Board of Directors.
The risk identification process is based on a review of internal
feedback, general risks presented in the International Labour
Organization’s (ILO) Declaration on Fundamental Principles
and Rights at Work and the International Bill of Human Rights,
risks specific to the chemicals industry, such as risks concerning
the health and safety of employees, local communities, customers
and end users, the management of major industrial incidents,
the transportation of hazardous goods and the commitmentof suppliers and subcontractors, which covers the sourcing
of conflict minerals. Identified risks are assessed in light of a
combination of factors that includes their impact and likelihoodof occurrence and the level of control provided by existing
prevention and management measures.

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To meet stakeholder expectations, keep risk analyses
up‑to‑date and remedy any violations, the Group leverages anumber of resources:• the integration of human rights issues into internal control
checklists, internal audit assignments and external growthtransactions;• an annual inventory of risks carried out across the Group’s
main entities by the Internal Audit and Internal Control
department;• continuous dialogue with local
Common Ground® initiative; andcommunities

via

the

• a whistleblowing system for both internal and external
stakeholders.
Arkema’s commitment is reflected in its compliance withinternational standards and the applicable laws in the
countries in which the Group operates, identification andregular assessment of the risks that may be generated by theGroup’s activities, a whistleblowing system for both internaland external stakeholders, the implementation of corrective
action when necessary, a policy of continuous improvementof the Company’s practices through ongoing process
improvements and training initiatives, an assessment anddialogue program with suppliers and subcontractors, aimed
at promoting respect for human rights, and transparent
communication on the Group’s efforts in this area.

4

Awareness-raising initiatives are undertaken to enable
employees, and particularly those in management positions,
to respect and protect human rights in the performance of
their duties. These awareness-raising initiatives are designed
to give all employees a better understanding of the conceptof human rights and enable them to apply the associatedprinciples both internally and in their relations with third parties.
Human rights compliance is an integral part of thecommitments expected of suppliers and subcontractors,
expressed through their adherence to the Supplier Code of
Conduct, as well as one of the criteria for assessing and managing
suppliers. For further details, see section 4.6.4 of this chapter.
When preparing its duty of care plan in compliance witharticle L. 225-102-4 of the French Commercial Code, Arkema
did not identify any serious risks of human rights violations.
In 2023, the Group used the available internal audit data toidentify and analyze any potential human rights violations
related to its activities.The results confirmed the absence ofany serious violations and did not show any regional
differences. Despite this, to prevent these types of violations,improvement initiatives essentially covering safety and personal
data protection have been implemented at 44 Group sites
over the past three years.
Actions relating to the whistleblowing system are describedin further detail in section 4.6.2.5 of this chapter.
Arkema’s general approach helps comply with the “minimum
safeguards” criterion on human rights for the Group’s
Taxonomy-eligible operations (see section 4.1.5 of this chapter).

4.6.4 Responsible procurement |DCP|
Arkema is primarily involved in the transformation of raw
materials and works with a large number of subcontractors
and service providers. Poor performances by these
subcontractors and service providers in any area, including
those related to social and environmental issues, could
therefore have an impact on the Group’s performance and on
its ability to serve its customers.
The Group has integrated employee, environmental andsocial issues into its procurement process and strives tobuild long-term, balanced and sustainable relationships thatare based on trust with its suppliers and subcontractors.
These relationships are managed transparently and in accordancewith negotiated contractual terms, including those related tointellectual property. In its choice of industrial and business
partners, Arkema favors those that respect its social
commitments.
Purchasing functions are managed globally at Group level.
A Responsible Purchasing Steering Committee meets at least
three times a year, bringing together representatives fromthe Procurement departments (Goods and Services/Logistics/
Raw Materials and Energy) and the Sustainable Development
department. The key items discussed during its meetings arereported to the CSR/Stakeholder Dialogue Steering Committee,
and points covered by the vigilance plan concerning suppliers
and subcontractors are submitted to the Risk Review
Committee. To reduce risks and promote long-term relations
with suppliers and subcontractors, Arkema has deployed theresources described in the following sections.

Subcontracting
The Group subcontracts for two main purposes: for investment
programs and industrial services, and, to a very limited extent,
for the production of certain finished products. Subcontracting
therefore accounts for part of the €316 million in capital
expenditure dedicated in 2023 to safety, the environment andthe maintenance of industrial units.

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4.6.4.1 The Supplier Code of Conduct
The Group’s responsible procurement process is guided by
the ethical principles and rules expressed in the BusinessConduct and Ethics Code described in section 4.6.2.1 of thischapter. The Group has also signed the national inter-company
charter of the French purchasing managers’ organization andthe state-sponsored inter-company mediation initiative(Médiation interentreprises), which is based on ten responsible
procurement commitments. As part of this process, a dedicatedSupplier Code of Conduct summarizing all of the related CSR
aspects has been issued and circulated to all Group entities.
The Supplier Code of Conduct’s guidelines cover human andemployee rights, respect for the environment, the quality andsafety of the products and services provided, and businesscompliance and ethics. Environmental compliance requires
suppliers, among other things, to prevent and limit the

impact of their activities on climate change and biodiversity,
implement responsible resource management and promote
circular economy practices in their value chain. As part of
the focus on business integrity and transparency, suppliersmust comply with laws governing competition, corruption,
conflicts of interest, confidentiality and the transparency andaccuracy of reported information. The code can be accessedon the Group’s website.
When selecting a new supplier, the Group looks for the bid thatoffers the best combination of performance, cost and quality,
while also taking into account the supplier’s CSR performance.
All new suppliers and subcontractors are informed of thecode’s provisions and are expected to comply with theseprovisions in addition to general purchasing conditions.

4.6.4.2 Responsible procurement training and awarenessGroup buyers are all trained to apply the Supplier Code of
Conduct and the CSR performance assessment process, withregular follow-up meetings to inform and maintain awareness.
In 2023, sessions were held to present the responsible
procurement approach to buyers from all departments andregions. These sessions were followed up with reminders,
updates and discussions about implementing the Together
for Sustainability supplier assessment initiative. Accordingly,
around 84% of buyers attended training or brush-up sessions
in 2023.

Arkema also set up the Procurement Academy, an ongoingtraining program to harmonize rollout of procurement bestpractices throughout the Group. This program includes training
in CSR requirements and Arkema’s commitments as well as
training on business compliance and ethics. Between 2021
and 2023, 62% of buyers completed this training.

4.6.4.3 Selection of suppliers and subcontractors
The procurement departments carry out preliminary
assessments before entering into any business relationships
with suppliers or subcontractors, as part of the selection
process. These assessments are based on robust criteria that
notably include corporate social responsibility issues. Twosources of information are used for these assessments:• first, suppliers and subcontractors are interviewed about
their performance and compliance, to enable Arkema toassess their ability to meet the Group’s requirements,
particularly in terms of ethics, safety and the environment,
corporate social responsibility and product quality; and• second, external databases providing information andassessments of the company’s financial solidity, performanceand compliance are queried. For corporate social responsibility,
the Group uses the Ecovadis ratings platform. In terms ofcybersecurity, the Group has used Vendor Risk Assessments
since 2021. This process is based on the analysis of independent
audit reports following the Service Organization Control(SOC) framework and assessments by Cybervadis (seesection 4.5.2.6 of this chapter).
Logistics services contracts are awarded to transporters andwarehouse operators on the basis of their safety, security
and environmental performance, while highway hazardous
materials transporters are selected based on third-party
assessments, such as the Safety and Quality Assessment
System (SQAS) in Europe and the Road Safety and Quality
Assessment System (RSQAS) in China. Similarly, vessels
chartered worldwide for the bulk transportation of Group
products are first vetted by a third party.

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For purchases of goods, services and trade products, Arkema
includes social, environmental and ethical criteria in its
supplier evaluation and selection process, in line with theGroup’s CSR policy.
Raw material suppliers are notably questioned by the Group
about their management system (ISO or other certifications),
their ability to manage the transportation of materials toGroup sites in accordance with safety requirements, regulatory
information (REACH, inventories, certificate of analysis, foodsafety certificate, conflict minerals, etc.), the percentage of
renewable or recycled content, and the carbon footprint of
their products.

Conflict minerals policy
Since the 2010s, key concerns have emerged about minerals
from politically unstable areas. Some illegal minerals
operations are used to fund violent activities that maintain or
encourage conflict in these areas.
Regulations passed in the United States (2010 United States
legislation, Dodd-Frank Wall Street Reform and Consumer
Protection Act, section 1502) and the European Union(regulation (EU) 2017/821 of the European Parliament and of
the Council of 17 May 2017) urge organizations to source materials
responsibly, by applying reasonable care to due diligence andcompliance measures for the specified minerals (tin,tantalum, tungsten and gold) coming from conflict-affected
and high-risk areas, such as the Democratic Republic ofCongo (DRC) and adjoining countries.

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The Group does not directly purchase “conflict minerals”, asidentified in these regulations. Arkema is neverthelesscommitted to responsible sourcing.
If the products it buys contain conflict minerals, as definedby the regulations, Arkema requests its suppliers to provide
information about the origin of these minerals. In its concern
to uphold responsible sourcing practices, the Group makes
every effort not to purchase raw materials that Arkema hasreason to believe could originate from the DRC or neighboring
countries, unless they are certified “conflict-free”. Arkema
also supports its customers in complying with regulations, byanswering their inquiries as to whether the products
purchased contain conflict minerals.

4

In 2013, Arkema implemented a conflict minerals program
utilizing tools and recommendations developed by the
Responsible Minerals Initiative (RMI) and set up a frameworkwith its partners along the supply chain. This program isdeployed throughout the Group and aims in particular tofacilitate the commitment and reporting of suppliers, to automate
the generation of Conflict Minerals Reporting Templates (CMRTs),
to answer customers’ requests quickly and to coordinate
activities between the different functions of the company.
In this way, the conflict minerals management program
enables Arkema to meet its regulatory obligations and handle
customer requests, while reducing critical risks on its supply chain.

4.6.4.4 Assessment of suppliers and subcontractors
In the context of relationships with suppliers and subcontractors,
and in order to drive continuous improvement in safety
performance, environmental impact, business ethics, quality
and innovation, the Group’s three Procurement departments
have introduced continuous assessment processes via twocomplementary systems:• the first is a periodic assessment based, in particular, on the
supplier or subcontractor’s observed performance in termsof its commitments, the number, type and management of
any complaints, and the CSR assessment conducted via the
Together for Sustainability initiative described hereafter; and• the second is based on targeted audits prioritizing suppliers
and subcontractors whose performance needs to be
improved. Under the Supplier Code of Conduct, suppliers
and subcontractors agree to meet all of the Group’s CSR
expectations and to cooperate with its audits of theircompliance with the code.
In line with Arkema’s HSE policy, the Goods and Services
Procurement department regularly assesses the employee
safety performance of the leading contractors working on Groupsites. The results of these assessments are systematically

discussed during contract reviews. As explained in
section 4.5.2.2.1 of this chapter, the safety of contractor
employees is considered just as important as that of Arkema
personnel, and their incidents are included in the Group’s
safety performance.
Supply chain service providers are regularly audited with visits
to transportation companies and outside warehouses andassessments of their performance. These audits are supportedby third-party assessments, such as the Safety & Quality
Assessment System (SQAS) for overland transportation,
the Chemical Distribution Institute for maritime shipping, andthe European Barge Inspection Scheme for river shipping.
Inventory requirements on warehouse operators ensurereal‑time availability of an itemized list of the Group’s
products in stock, along with their exact location.
In addition, every year, the Internal Audit and Internal Control
department audits subsidiaries by conducting a range oftests on supplier approval and assessment processes and on
the practices and risks associated with raw materials andgoods and services procurement.

4.6.4.5 Membership of the Together for Sustainability (TfS) initiative |DCP|
To base its requirements on accepted standards and avoid
the need for duplicate supplier assessment procedures, in
2014, the Group joined the Together for Sustainability (TfS)
initiative, founded by six European chemical companies. This
global program is designed to encourage social responsibility
across the chemical industry service chain, and is based on
the principles of the United Nations Global Compact and the
Responsible Care® Global Charter. It enables member companies
to share the findings of assessments or audits of CSR
performance of their suppliers or subcontractors conductedby Ecovadis or by independent audit firms, with members of
the TfS program sharing the findings. Ecovadis analyzes
supplier documents and questionnaires on the basis of CSR
criteria in line with international standards, and ensures a
360° watch on information reported by external stakeholders.

A procurement officer is specifically appointed to lead the
TfS effort within the Group and reports to the Responsible
Procurement Steering Committee (see section 4.6.4 of thischapter).
At the end of 2023, more than 2,000 of the Group’s suppliers
and subcontractors had been assessed according to CSR
criteria over the last three years. Thanks to theseassessments, the Group has identified certain suppliers or
subcontractors whose CSR performance is below standard
and has requested that they improve their practices in thisarea. The resulting initiatives are tracked over time by theGroup’s procurement teams in liaison with the suppliers andsubcontractors in question. The results of these assessments
are also taken into account by procurement teams during the
supplier selection process.

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In 2023, CSR scores rose for 58% of suppliers whose assessments were updated.

2025 Target
To continue its efforts in the area of responsible procurement, the Group has set the following strategic target: 80% ofpurchasing spend from relevant suppliers covered by a TfS assessment.

Percentage of purchasing spend with relevant suppliers coveredby a TfS assessment (1)
(1)

2023

2022

2021

76.5%

75%

73%

Relevant suppliers are suppliers accounting for 80% of the Group’s recurring purchasing spend, as defined in the methodology note in section 4.7of this chapter.

At-risk suppliers
The Group’s Procurement departments defined criteria for identifying at-risk suppliers and subcontractors, which are thosemost likely to present a risk in terms of human rights, personal health and safety, corruption, or compliance with international
labor and environmental standards. The three departments organize the supplier assessment and audit process so thatrecurrent at-risk suppliers are systematically assessed and then contacted and audited if their assessment reveals
unsatisfactory practices.

4.6.4.6 Collaborative programs for a responsible value chain |DCP|
A responsible approach to castor oil harvesting
As a producer of high performance materials made from renewable
resources, Arkema is participating in the Pragati initiative,
alongside industrial partners BASF and Jayant Agro-Organics
Ltd. and NGO Solidaridad. Launched in Gujarat, India in 2016,
the initiative aims to provide a framework for the sustainableproduction of castor beans by taking into account all of therelated social, environmental and economic issues. To date,the Pragati project has trained more than 7,000 farmers, who
are now officially certified, and harvested approximately
74,500 tonnes of certified castor seed. The project’s outcomes
have been largely positive, including (according to a comparative
study commissioned by the Sustainable Castor Association in 2022)
a 36% increase in crop yields, improved health and safety
conditions for farmers, responsible use of fertilizers and areduction of approximately 21% in water consumption
through the adoption of good agricultural practices promotedby the SuCCESS (Sustainable Castor Caring for Environmental
and Social Standards) Code. The Code also promotes respect
for basic human rights, such as the payment of minimum
wages and equal pay, non-discrimination, the non-use ofchild labor and the avoidance of all forms of violence.
After seven years in operation, the four founding partners of
the Pragati project agreed on a third phase, from 2023
to 2026. During this phase, continued attention will be paid
to sustainable agriculture, with particular emphasis on increasing
the participation of women and improving water management
techniques in farming communities.

Suppliers working with Arkema
to reduce their carbon footprint
To combat climate change, commitment is required acrossthe whole of the value chain.

Raw material suppliers
Since 2021, Arkema has asked its most emissions-intensive
raw materials suppliers in terms of Scope 3, category 1
emissions to complete the CDP Climate Change questionnaire
via the CDP Supply Chain program. In 2023, Arkema surveyed
more than 190 suppliers. Based on the responses received,
the proportion of suppliers that have already expressed thiscommitment or that plan to do so within two years represents
49% of the Group’s 2023 Scope 3, category 1 emissions.

Logistics suppliers
To better manage the carbon footprint of its transportation
operations, Arkema signed a multi-year contract in 2022 with
EcoTransIT, a company that specializes in detailed calculationsof the emissions generated by transportation activities. Aninterface has been developed between Arkema’s Transport
Management System (TMS) and the EcoTransIT calculator,
allowing each transport operation to be matched in real timewith the volume of CO2 equivalent emitted. Since the endof 2023, transport-related CO2 reporting has been dynamic,
allowing each Arkema Business Line to measure its impact
and the results of actions taken. Adhesives will join thesystem in 2024 and 2025.
Arkema is also continuing its policy of promoting railtransportation for both the upstream flows under its control
and its downstream flows.

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In 2024, an industrial project will lead to the start of massive
new railway flows. This mode of transportation, preferred toroad transportation when establishing the supply chain for a
new product, has led to the order of a fleet of 35 newwagons. With the same objective in mind, Arkema chose tohelp finance the renovation of the service track to the
Lannemezan plant (France), which is publicly owned but
under threat of closure. Once again, despite the investment
required, rail was chosen for environmental and safety reasons.
Arkema has also decided to develop a tailored digitalsolution to manage its railway flows through a partnershipin 2021 with the SNCF and Everysens, a start-up specializing
in rail traceability. This confirms Arkema’s commitment tomaintaining rail as one of the key vectors of decarbonizationin its supply chain.
Lastly, communication initiatives are carried out in specialized
bodies and media to contribute to the collective action
aiming to preserve and develop rail freight; in particular via
AUTF and France Chimie in France and CEFIC in Europe.

4Fight against deforestation
On 29 June 2023, the new EU Regulation on Deforestation-free
products (“EUDR”) came into force to prohibit the importingof products derived from deforestation into the European
Union. Companies will have to comply with this regulationfrom 30 December 2024.
Arkema is affected as regards palm-, soy- and natural
rubber-based raw materials, as well as their respective
derivatives.
In order to meet the EUDR requirements by the end of 2024,
the Group has initiated action with its relevant suppliers sothat they can share their strategy and action plan to ensure
their compliance with the forthcoming regulation. In asecond phase, based on the information obtained from its
suppliers, Arkema will define the actions necessary to ensure
the compliance of its supply purchases.

4.6.5 Advocacy
As a responsible chemical company, the Group engages withpublic authorities wherever it operates. Its advocacy
activities support its strategy and adhere strictly to its values
and commitments, particularly in terms of social andenvironmental responsibility. By participating in the publicconversation, the Group contributes to the development oflegislative and regulatory frameworks that are conducive tothe development of its activities.
The Group’s positions are communicated to publicdecision‑makers, either directly or through professional
associations or other bodies.
When communicating directly, the Group operates with theutmost transparency and within the appropriate national
legal framework. The Institutional Relations department isdirectly represented in France, Europe, the United States andChina, and is supported by experts from the Business Linesand corporate departments who take part in working groups
within business federations. In these regions and countries,
the function is responsible for monitoring public initiatives atthe local, national or international level that may impact theGroup and are tasked with defending or promoting the interestsof the Group in this context. The priority issues addressed
concern: the circular economy; responsible product stewardship;
the energy and ecological transition; and business competitivenessboth globally (i.e., at Group level, on issues such as energy,
taxation, particularly on output, payroll taxes, employment
law, regulation in general, etc.) and locally (i.e., at plant level,
on issues such as health, safety and environmental legislation,and support for expansion projects and reorganizations). The
last two issues accounted for 24% and 21%, respectively, of
the Group's advocacy expenditure in 2023.
On environmental issues, the Group aligns its institutional
policy – and its positions – with the objectives of the Paris
Agreement and Arkema’s carbon trajectory for 2030,
validated by the SBTi. Since October 2023, this policy has
included a commitment to contribute to the national andEuropean objective of carbon neutrality by 2050.

Whether advocacy is direct or indirect, the issues are thesame. They tend to be more specific when the association or
professional body to which the Group belongs represents a
specialized sector. In France, Arkema is a member of global
employers’ federations such as MEDEF (via France Chimie),
AFEP and France Industrie. The Group also belongs to numerous
professional bodies in its industry, such as France Chimie inFrance, CEFIC in Europe, the American Chemistry Council in
the United States, and the Association of International Chemical
Manufacturers and the China Petroleum & Chemical Industry
Federation in China. In addition, the Group is a member ofclose to 50 other specialized industry associations worldwide
whose objectives are closely related to its businesses. In 2023,
Arkema also joined Entreprises pour l’Environnement (EpE) in
France, which is aligned with the Group’s climate ambitions.
In 2023, out of a total of €4.5 million, the Group paid
€3.7 million in membership fees worldwide to general or
specialized industry associations, the two highest amounts
being to France Chimie (24% of total fees) and CEFIC (8% of
total fees). Between approximately 15% and 20% of the fees
paid to the main industry associations support lobbying efforts.
The Group’s advocacy work complies with the regulatory
provisions in force in each host country. For example, Arkema
has been entered in the European Union Transparency Registerand has pledged to comply with the related Code of
Conduct. Similarly, in France, Arkema reports on its business
annually to meet its disclosure requirements as a registeredlobbyist in the national digital registry of lobbyists set up
in 2017, which is managed by France’s High Authority forTransparency in Public Life (HATVP). This also applies to theUnited States, where the Group files quarterly activity
reports with both houses of Congress, as required under
section 5 of the Lobbying Disclosure Act of 1995.
Lastly, the Group expressly confirms that it does not financeany political party or organization in the countries where it
operates with the aim of influencing their position or
obtaining special treatment that could be interpreted as actsof corruption.

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4.6.6 Community engagement
In the fifty-five countries where it operates, the Grouppositions itself as a company contributing to the social
development of local communities, by creating and maintaining
direct and indirect jobs, developing local skills and expertise,purchasing local goods and services, forming business
partnerships and paying taxes.
In particular, the Group focuses on hiring locally at every
level of the business, including the senior management
teams of its non-French subsidiaries.
As seen in this document, and particularly in chapter 5, theGroup’s economic contribution to surrounding communities
covers many items (sales, capital expenditure, operating
expenses, wages and salaries and payroll taxes, income andother business taxes, dividends, etc.), which come together
to shape the Group’s economic and social footprint.

In addition to contributing to the local economy, the Group
deploys a policy of revitalizing regional labor markets andsupporting scientific research upstream from industrial
innovation.
Lastly, as a responsible company in an increasingly interconnectedworld, the Group is particularly attentive to the need tonurture close ties with all its stakeholders. Around the world,the Group is deploying local communication initiatives tofoster high-quality relationships with host communities thatare based on trust. This open dialogue also helps the Groupto better understand the expectations of people living in
nearby communities and ensure that they are properly
addressed in its CSR strategy.

4.6.6.1 Supporting local communities through innovation
The Group has a policy of supporting innovative small andmedium-sized enterprises (SMEs) in related business areas
through joint projects and equity investments. Each research
center, for example, works closely with neighboring universities
or research institutes as part of clusters while creating
possibilities for partnerships with local SMEs. The Group is afounding member of Axelera, a world-class competitivenesscluster in the field of chemistry and the environment that brings
together and coordinates players from industry, research andeducation in the Auvergne Rhône-Alpes region in France.

Support for small and medium-sized businesses
These kinds of local partnerships contribute to stimulating
innovation, while deepening the Group’s local roots. For example,
at the Lacq site in France, the Group provides technical andinfrastructure support to innovative young businesses setting up
in the Chemstart’up business incubator dedicated to chemicals.
It is also positioned as a key early-stage player in strategicallycrucial industries such as materials for the production, storage
and conversion of renewable energy, materials for electric
mobility and advanced electronics, resources management in
the circular economy and additive manufacturing. In 2021,
Arkema launched the Start-up Connect program, which invites
advanced materials start-ups around the world to approach
Arkema with a view to establishing a dedicated researchcollaboration and benefiting from the Group’s technologicalexperience, in the form of technical or financial assistancefor their innovations.
In 2019, Arkema inaugurated a Global Center of Excellence
for 3D printing at its Cerdato Research and Development Centerin Serquigny, Normandy in the north of France. With the Normandy
Region authorities as its partner, this center of excellence wascreated to manufacture additive powders made with highperformance polymers. It benefits companies and training
organizations in the region, as part of a collaborative initiative
striving for swift adoption of these new production methods.

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Also in 3D printing, Arkema aims to forge partnerships withplayers in the additive manufacturing ecosystem:• a collaboration agreement entered into in 2019 with
Idaho‑based Continuous Composites was followed up in 2020
with the acquisition of an interest in the SME in order tospeed up the development of its continuous fiber 3D
printing technology; and• in 2021, Arkema made an equity investment in Erpro 3D
Factory, a French company specializing in mass production
through additive manufacturing, founded in 2017 and withwhich Arkema entered into a partnership as early as 2018.
In renewable energy storage, in 2021, Arkema became ashareholder and technological partner of Verkor, a French
start-up specialized in the production of high performancebatteries for electric vehicles.

Academic partnerships
Moreover, under its ambitious innovation policy, the Group
maintains close ties with the scientific and educational
ecosystems in its host regions worldwide, in particularthrough a wide variety of partnerships with universities andpublic and private research laboratories, such as the CNRS
and the CEA in France and several universities in France, theUnited States, Canada, Belgium, Japan, South Korea and Malaysia.
Further information on these partnerships is provided in
section 1.1.5 of this document.
In 2016, Arkema opened an innovation center in South Korea
within the HanYang university in Seoul. The center is specializedin high performance polymers and renewable energies, areasin which the university excels. In 2018, Arkema forged apartnership with Monash University in Kuala Lumpur, Malaysia.
The aim of this collaborative research center is to enhance
understanding of biocatalysis, a discipline that leads to moresustainable processes than those achieved with traditional
chemistry or the identification of new avenues for producing
sulfur products.

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In 2018, Arkema joined forces with France’s École Polytechniqueand its Foundation to create an international research andteaching chair dedicated to innovative materials. Involving
École Polytechnique students and research professors, thisfive-year chair provides a special research environment forseveral doctoral students.
In 2022, Arkema joined forces with the CNRS, Claude Bernard
Lyon 1 University and the CPE Lyon engineering school tocreate a joint research laboratory dedicated to the design of
new materials based on fluoropolymers, which will be usedin future generations of electric vehicle batteries.
The same year saw the creation of a second joint researchlaboratory between Arkema and the CNRS, in partnershipwith the University of Haute‑Alsace. Based at the Institut de Science
des Matériaux (Mulhouse, France), this joint laboratory
focuses on the use of light to synthesize and apply materials
using photopolymerization.
In 2022, Arkema also joined a Spanish consortium as part of
the NextGenerationEU initiative to explore and advance therecyclability of post-consumer PET (bottles and other plastic items)
to recover monomers for reuse as raw materials to make more
durable polyester powder resins for the coatings market.

4

Public promotion
Arkema regularly engages with the public to raise awarenessof its activities, its materials and their applications.
Since 2017, Arkema has had a dedicated showroom forinnovative materials, known as Workshop 4.20. Located at
the Group’s headquarters in Colombes (France), it enables awide range of visitors to learn about Arkema’s innovations.
To date, nearly 18,000 students, institutional investors,
journalists and customers have been given personalized visits
to gain insights into the Group’s know-how and expertise.
The showroom can also be set up at many of the Group’s
sites, and at conferences and events.
In France, since 2020, Arkema has participated in the Big,
organized by Bpifrance, the French financing and businessdevelopment agency, with the aim of bringing together students,
start-ups and industrial players to promote entrepreneurshipin France.

4.6.6.2 Corporate citizenshipAs part of its commitment to societal issues, Arkema
undertakes corporate sponsorship and philanthropy initiatives
that are aligned with its CSR policy and values, particularly
the values of solidarity and inclusion, and focuses primarilyon education, inclusion and diversity. These initiatives areoverseen at Group level by the Human Resources andCommunication Executive Vice-President, who is a memberof the Executive Committee. They are rolled out worldwide
and are also supported at the local level by the Common
Ground® initiative deployed around the Group’s industrial sites.

4.6.6.2.1 The Common Ground® initiative
Formalized and introduced over 20 years ago, the pioneering
Common Ground® initiative takes community relations beyond
the legal minimum requirements by actively encouraging
local dialogue and exchange with stakeholders in every country
in which the Group operates.
Designed to improve the social acceptability of chemical plants
and develop understanding about the Group’s business, it isbased on the following key principles:• listening to understand expectations: understanding theconcerns of people living in nearby communities is key toeffectively addressing their concerns about industrial andchemical risks; and• engaging in dialogue and informing communities about theGroup’s activities: at the core of the initiatives are workshopsthat enable neighbors to discover what the plant does, theproducts it makes and the processes it uses, and get afirst-hand view of how the site runs and what its projects are.
In addition to these discussions about the Group’s activities,
Arkema also contributes to the social and economic dynamics
of local communities through philanthropy initiatives.

4.6.6.2.2 Initiatives focused on priority issues
In line with its history, businesses and core values, and moreparticularly the values of solidarity and inclusion, the Grouptakes action both globally and locally to address social
challenges that it sees as a priority.
Since its creation in 2016, marking Arkema’s tenth anniversary,
the Arkema Fund has financed projects proposed by
employees who volunteer in the fields of education, inclusion
or diversity. The fund is a way for the Group to support thevolunteer work carried out by its employees, as well as their
engagement and commitment to non-profit organizations.
Since its creation eight years ago, 88 educational projects
promoted by non-profit organizations in 16 countries havebeen selected and funded.

Education and workforce integration
Around the world, the Group gives priority attention tostrengthening its ties with schools and universities.
Since 1996, the Arkema Inc. Foundation in the United Stateshas been working to improve the quality of life in local
communities around the Group’s sites, promote science andsupport science education at all levels through its flagship
Science Teachers Program, which aims to make teachers experts
in science education and to get elementary school students
interested in science. Teachers take part in an intensive
session taught by Arkema engineers and scientists, and use
innovative science experiment kits to learn compelling new
ways to illustrate scientific concepts. Since its inception, the
Science Teachers Program has benefited hundreds of school
teachers and thousands of students. In 2023, more than 30
teachers completed this module.

Operational implementation of the Common Ground® initiative isoverseen by the Group’s site managers, who are supported
by human resources or communication managers. Employee
participation, on a voluntary basis, is also a key component.

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In France, the Group has been a sponsor of the CGénial
Foundation’s program to promote science among middle andhigh school students since 2016 and provides its support tospotlight science and technical-related disciplines and careers.
The aim is to build bridges between business and academia
by taking part in the Foundation’s flagship programs. In 2023,
Arkema joined the Foundation’s club of “brilliant” donors andjoined its Board of Directors. This year, over 110 teachers
were welcomed at the Group’s plants and research centers,
and close to 3,250 middle and high school students benefited
from the experience of Arkema’s volunteer speakers inclassroom presentations or online discussions. For six years
now, volunteer employees in China have been running regularsessions with students from middle and high schools in thevicinity of Group plants as part of the educational project
Arkema ChemArt Green Innovation Class. The initiative’s aim
is to advance the teaching of science subjects, promote
chemical industry professions and educate the younger
generation on environmental issues. In 2023, after a gap of
three years due to the health crisis, several schools again
benefited from the commitment of Arkema volunteers.
In addition to educational initiatives, the Group also provides
its support to cultural projects.
In France, Arkema has been a patron of the Théâtre desChamps-Élysées in Paris since 2017, and in 2019 furthered its
involvement by supporting the theater’s youth program. Thisinitiative aims to provide disadvantaged children aged six totwelve with greater access to music and opera and is alignedwith Arkema’s focus on education as well as youth inclusion
and with the values of solidarity and inclusion championedby the Group. In 2023, some 500 students in the priority
education zone of Colombes (France) visited the Théâtre desChamps-Élysées and enjoyed a participatory opera experience
via singing workshops and attendance at a performance.
In India, in addition to the actions carried out as part of the
Pragati program described in section 4.6.4.6 of this chapter,
Arkema launched the Eranda scholarship program in 2021 forchildren living in castor-growing communities. Each year, schools
are selected so that hundreds of students can benefit fromsustainability courses given by Arkema employees. An art

competition is also organized, followed by an awards ceremony
for the winning students. The winners receive electronicequipment as prizes, and a grant is given to their school.
Eranda is the Gujarati word for castor.

Diversity and social inclusion
In keeping with its internal policy of promoting gender diversity
and equal opportunity, Arkema signed a deal with the French
Football Federation in 2019 to become the main partner ofthe division 1 Women’s Football League in France, now known
as D1 Arkema. In 2023, Arkema became a partner of theFrench Women’s Football Team for the next two seasons,
until 2025. These partnerships are a powerful lever to promote
the role of women. The aim is to support the development of
women’s sports in general and women’s football in particular,
and to show that women have a place in both industry andfootball, two areas still viewed as male domains. This
commitment to women’s football has also been extended
outside France through local actions with amateur clubs near
our sites, for example in the United States, where Arkema
works with a team of young women in New York.
Arkema sponsors four top athletes in their respective
disciplines (soccer, wheelchair tennis and paratriathlon) who
symbolize and embody the Group's values (solidarity,
performance, simplicity, empowerment and inclusion). Paris2024 is the next important date in their sporting calendar.
Since 2019, the Group has also become a partner of Sportdans la Ville, a French non-profit that runs several programs
designed to help teenagers from disadvantaged neighborhoods
find their place in society, in particular through sports andcultural activities. In 2023, Arkema strengthened its support
for the non-profit by becoming a Grand Partner, the highest
level of partnership. By prioritizing the “Job dans la Ville”
program, the Group supports the professional integration ofyoung people from the age of 14 so as to give each individual
access to a qualification and a job. Through this partnership,
Arkema helps the non-profit to achieve its objectives locally.
To date, over 2,800 young people, of which 38% are girls,
have benefited from this program.

Arkema and Habitat for Humanity help the disadvantaged
In the United States, Arkema became a Community Builder partner to Habitat for Humanity in Philadelphia in 2023. The
goal of this non-profit is to increase homeownership rates for people from very disadvantaged backgrounds. As part of its
three-year commitment, Arkema will provide a total of US$330,000 in funding, donate its sustainable building products,
offer technical expertise, and help build or renovate homes with employee volunteers.
In 2023, over 50 employees volunteered to take part in various housing and furniture construction projects.

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Environment and biodiversity
The Group is committed to protecting the environment andpreserving biodiversity, above and beyond its regulatory
obligations, and carries out a diverse array of initiatives
worldwide. Participating in community awareness campaigns
on waste management and recycling, planting trees, installing
beehives or birdhouses, and rehabilitating wastelands bothon and off Group sites are just some examples of the actions
taken to protect the environment.
Since 2014, employees at Bostik’s Tanay site in the Philippines
have participated in the local tree planting program Let’smulTREEply. Nearly 9,000 tree seedlings have been planted
since the initiative was launched.
Since 2006, the Pierre-Bénite site (France) has deployed
numerous pro-biodiversity initiatives in partnership with the
Naturama association, to promote and attract wild fauna and4flora and raise awareness among company employees of thevarious animal and plant species in their midst. In 2023, thesite welcomed the non-profit to produce a report on
biodiversity in the Arkema plant.

Employee giving: participatory sponsorship
In 2018, Arkema introduced a “salary rounding” system inFrance. This participatory sponsorship system proposed bysolidarity economy company MicroDon allows employees todonate the cents from their monthly salary, with Arkema
donating the same amount as its employees. Over the past
five years, nearly €180,000 has been raised for the six
non‑profit organizations selected, which take action in areasthat are aligned with the Group’s corporate philanthropy
policy.

4.6.6.3 Economic contribution
The Group commits funds and resources in support of local
involvement initiatives. Arkema’s corporate sponsorship andphilanthropy initiatives and contributions comply with theprinciples set forth in the Group’s Anti-Corruption Policy.
The following items are included in the reporting system below:• corporate philanthropy initiatives, such as the Arkema
Fund, the Arkema Inc. Foundation, and support for theSport dans la Ville organization;• academic partnerships; and• collaborative programs such as the Pragati initiative
outlined in section 4.6.4.6 of this chapter.
Because of information availability schedules, the economic
data is for 2022. Total contributions of €5 million broke
down as 99% in financial contributions and 1% in time spentby employees on program management.

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4.7 Reporting methodology
4.7.1 Reporting organization
The CSR reporting organization is designed to enable the Group to manage and measure the effectiveness of its social
responsibility policy.

Reporting scope and period
The reporting scope for employee, environmental and climate data corresponds to the scope of consolidation defined in thenote 3 to the consolidated financial statements at 31 December 2023 in section 5.3.3 of this document, with the specificities
presented in sections 4.7.3.1, 4.7.3.2 and 4.7.4.1 of this chapter. The reporting period is the calendar year, i.e., 1 January 2023 to
31 December 2023.

Reporting organization and protocol
The Group has defined directives governing the reporting of safety, environmental and climate, employee and social data for all
facilities. Data are generally reported once a year, but for certain specific issues, interim data are reported quarterly so as to
identify trends and implement required corrective measures on a timely basis. The interim data are not published.

Compliance and standards
The Group publishes employee, environmental and social
information in compliance with articles L. 225-102-1
and L. 22-10-36 of the French Commercial Code, as amended
and created by French Law no. 2020-1142 of 16 September 2020,
and with articles R. 225-105 and R. 225-105-1 of said code, as
amended in particular by French Decree no. 2017-1265 of
9 August 2017. Arkema also follows the recommendations of
ISO 26000. In compliance with the abovementioned
articles L. 225-102-1 and L. 22-10-36, this information isreviewed by an independent third-party auditor, who issues areport attesting to the consistency and fairness of the CSR
information. The report is presented in section 4.7.9 of thischapter. The Company also publishes a duty of care plan inaccordance with article L. 225-102-4 of the French
Commercial Code.
The reporting process follows the GRI Guidelines. The GRI
content index can be found in section 4.7.7 of this chapter.
The Group also refers to the Task Force on Climate-Related
Financial Disclosures (TCFD) framework for its climate reporting.
Alignment with the TCFD is outlined in section 4.4.2 of thischapter.

4.7.2 Methodological note on sustainable solutions indicators
4.7.2.1 Details on sustainable solutions indicators
Sustainable development patents
Number of original patent applications filed in the reporting
year by the Group in response to sustainable development
issues and contributing to at least one UN Sustainable
Development Goal.

R&D expenditure
R&D expenditure is expressed as a percentage of consolidated
revenue for the year.

ImpACT+ solutions
Percentage of third-party sales of ImpACT+ solutions. Solutionsin the ImpACT+ category include those that, on the basis of adecision tree, simultaneously (i) meet the basic requirements,(ii) are aligned with regulatory trends and market expectations,(iii) have a positive impact compared with the market
standard on at least one of the SDGs, and (iv) do not
generate a significant negative impact on the other SDGs.

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Percentage of sales from products madefrom renewable or recycled raw materials
Sales from renewable or recycled raw materials correspondto sales of products that use renewable or recycled raw
materials in the proportion of more than 25%.
Renewable content is calculated by determining the proportionof raw materials of renewable origin (biomass, plant or
animal) using the biogenic carbon ratio, the renewablematerial mass ratio, or the certified Mass Balance method.
Recycled content is calculated by determining the proportionof raw materials of recycled origin, using the mass ratio or
the certified Mass Balance method. Recycled materials arematerials that are transformed into new products instead ofbeing disposed of as waste. Scrap materials reused within
the same production process are excluded.
Results are becoming increasingly precise with growing
understanding of the renewable and recycled content of raw
materials, and with improvements in calculation methodologies.

Corporate social responsability
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Percentage of sales covered by a life-cycle
assessment (LCA)
Percentage of sales of solutions for which a full life-cycle
assessment is available. Life-cycle assessments are conductedby Arkema experts or through professional associations.

4

They are reviewed approximately every five years, or earlier if
needed or in the event of significant change. They cover one
or more environmental impact categories, with at least
cradle-to-gate scope, and may be validated by independent
third parties.

4.7.3 Methodological note on environment, climate
and safety indicators
4.7.3.1 Environment and climate reporting tools and scope
Absolute data

Intensive data (EFPIs)

The Group’s absolute environmental data are compiled by its
Reporting of Environmental and Energy Data (REED) system,
which is accessible worldwide via the web platform of aservice provider.

To manage its environmental performance more efficiently
and report consolidated data that more accurately track thisperformance year by year, Arkema uses a methodology thatenables production facilities to report relative indicators,
known as Environmental Footprint Performance Indicators(EFPIs). This method of calculating the intensity of emissions
or resource consumption relative to production volumes,
compared with 2012 as a baseline year, minimizes the impactof any changes in the business base and plant output, as
well as any changes to the method used to estimate or
calculate environmental footprint variables.

The values of the absolute indicators, once published after
review by the independent third-party auditor, are saved. Any
subsequent retroactive modifications made due to a change
in the estimation method or a correction are addressed in
section 4.3.3 (The circular economy in transformation
processes) and sections 4.4 (Climate) and 4.5 (Safety andenvironment) of this chapter.
The data are entered by the plant Health, Safety andEnvironment (HSE) departments and validated at two levels,
geographic and corporate.
The scope of consolidation for environment and climate
reporting covers all active Group industrial sites for which
operating and emissions permits were held in the name ofArkema or a majority-owned subsidiary at 31 December 2023,
with the exception of PI Advanced Materials, the acquisitionof which was completed in December 2023, and Polytec PT,
acquired in June 2023. In 2023, the scope covered industrial
operations accounting for more than 99% of the Group’s
sales. Given its contribution to the climate, American Acryl’s
Bayport facility, 50% owned by the Group, has been includedin the scope of the greenhouse gas emissions strategic
indicator since 2019. In addition, since 2019, the Group has
included all of its sites (industrial sites operated by theGroup or by its majority-owned subsidiaries, head offices,
research and development centers and sales offices) whencalculating its carbon footprint (Scope 1, ODS, Scope 2,
Scope 3).
The scope of consolidation for energy reporting covers all of
the sites operated by the Group or by majority-owned
subsidiaries, including plants and research and development
centers with an operating permit as at 31 December 2023,
excepting certain sites acquired recently.
Operations sold or discontinued in 2023 were removed fromthe scope of reporting for the year but remain in prior-year data.
Newly acquired sites are integrated at the end of the firstfull year. A few small sites acquired in previous years report
only part of their emissions (Scope 2 linked to electricity
purchases). These activities accounted for less than 1% ofGroup sales in 2023.

These relative environmental data are compiled by the same
REED environmental reporting system, which is accessible
worldwide via the web platform of a service provider.
EFPI data are entered by facility HSE departments andvalidated first by the factory manager then at Group level.
They are subject to a large number of consistency tests.
The scope of consolidation for EFPI reporting covers Groupsites for which operations (and emissions) permits were heldin the name of the Group or a majority-owned subsidiary at
31 December 2023 and which are among the biggest
contributors of the Group’s sites. In all, these sites accountfor at least 80% of the Group’s prior-year emissions or
consumption.
Any activities sold or terminated in 2023 are not included in
the scope of EFPI reporting for 2023, but are still included
for previous years.
Operations started up in 2022 will be included in the EFPI
reporting in 2024 compared with their 2023 performance.
Operations acquired in 2022 will be included in the 2024
scope of EFPI reporting for all of their 2024 activities,
compared with their 2023 performance.
The EFPI methodology allows new reporting units to be included
in prior-year performance data. Should the inclusion of alarge number of new units result in a significant change tothe confidence interval in the calculation of the Group’s EFPIs,
consideration will be given to whether an adjustment factor
should be applied or whether the use of a new baseline year
should be used.

Operations that started up in 2023 reported data from theirstart-up date.

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4.7.3.2 Safety data reporting tools and scope
Safety data:• are compiled by the proprietary Reporting of Environmental
and Energy Data (REED) system, which is accessible
worldwide via the web platform of a service provider;• are recorded by the reporting units and validated atcorporate level; and• cover all of the production facilities operated by the Groupor by majority-owned subsidiaries, head offices and researchand development centers. The accident figures for newly
acquired sites are integrated into the TRIR and LTIR indicators
within three years. Some of the sites acquired in 2021 and 2023
are not included in accident safety reporting. Reporting for 2023
covers 95% of the Group’s workforce as of 31 December 2023.
New sites are included in the calculation of the peer
observation indicator within three years of their acquisition
or start-up date.

4.7.3.3 Choice of indicators, measurement methods and user information
The Group has designed indicators to track the emissions
and consumption levels that concern its operations, inaccordance with the information required by articles
R. 225-105 and R. 225-105-1 of the French Commercial Code.
These indicators enable the Group to assess the impact of
its policies and monitor changes over time for certain typesof emissions and uses that have been identified as risks.

The safety reporting process is covered by a Monthly Safety
reporting directive issued by the Group Safety and Environment
department and accessible to all employees on the intranet.

They were introduced at the time of the Group’s creationin 2006 and have been tracked ever since, in compliancewith the social and environmental reporting requirements set
out in the French New Economic regulations Act (the “NREAct”) of 15 May 2001.

Targets adopted by companies to reduce GHG emissions are
considered “Science Based Targets (SBTs)” if they are in linewith what the latest climate science deems necessary tolimit global warming by the end of the century, relative topre-industrial levels.

The environmental reporting system is governed by an
Environmental reporting directive, an EFPI reporting directive
and an Energy reporting directive issued by the Group Safety
and Environment (DSEG), Sustainable Development (DDD) and
Raw Materials and Energy Procurement (DAMPE) departments
and accessible to all employees on the corporate intranet.

The methodology is based on a breakdown over time of the
carbon budget in choosing a global GHG emissions scenario
adapted to a trajectory to contain global warming to 1.5 °C by
the end of the century (2018 report of the Intergovernmental
Panel on Climate Change, or IPCC). Next, an allocation mechanism
is applied taking the approach of a contraction of absoluteemissions, in line with Science Based Targets recommendations.
For the Group, to comply with SBTi criteria relating to a 1.5°C
trajectory, this corresponds to a reduction of 48.5% for
Scopes 1 + 2 as well as 54% for Scope 3 by 2030 relative
to 2019.

Calculation and estimation methods are subject to change,for example due to changes in national or international
legislation, measures to improve consistency among regions,or problems with their application.

SBT setting method for the target to reducegreenhouse gas (GHG) emissions

The directives may then be expressed in guidelines andhandbooks, which are supported by training sessions in eachregion as required.

4.7.3.4 Details on environment, climate and safety indicators
The following information is provided to clarify the definition of the indicators applied by the Group.

Total acidifying substances

Chemical oxygen demand (COD)This indicator is calculated using sulfur oxide (SOx), ammonia(NH3) and nitrogen oxide (NOx) emissions converted into
tonnes of sulfur dioxide (SO2) equivalent.

For reporting purposes, COD is measured in effluent released
into the natural environment.

Volatile organic compounds (VOCs)
The list of products regarded as VOCs may vary from country
to country, in particular between Europe and North America.
The VOC definitions used by the Group are those recommendedin Europe by directive 2010/75/EU on industrial emissions,known as the Industrial Emissions directive (IED).
Emission figures for US sites are therefore obtained byadding figures for products such as fluorinated organic
compounds to national reported data.

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In cases where wastewater from a Group facility is treated in
an external plant, the reported data takes into account theeffectiveness of the treatment process.
In cases where a Group facility takes in COD-laden water,
the reported data concern the net COD load effectively
produced in the ecosystem by the Group (outgoing lessincoming).

Corporate social responsability
Reporting methodology

Waste
The distinction between hazardous and non-hazardous waste
may vary from one region to another. The definitions used by
the Group are those of the Basel Convention on the Controlof Transboundary Movements of Hazardous Wastes and their
Disposal. Wastewater transported to treatment plants, which
returns to an aquatic environment after treatment, is excluded.
By-products that are sold to third parties for reuse without
processing at a Group site are not counted as waste.

Water withdrawals
All sources of water are included in the reported data,
including groundwater/wells, rivers, the sea, public or private
networks and drinking water, excluding rainwater collected inseparate networks. Water withdrawn by the Group but soldto third parties is excluded from this indicator.

Energy use
Reported use corresponds to net energy purchases.
It does not include self-generated energy, which corresponds
to the energy produced by exothermic chemical reactions andtherefore does not draw down the planet’s energy resources.
Sales of energy are deducted from purchases of energy. Thisis the case, for example, for facilities fitted with combined heatand power plants that generate steam and electricity frompurchased gas (reported), then sell the electricity (deducted).
In cases where sites do not have any December data due tolate reporting by energy providers, the values for the year are
extrapolated from the data at end-November.

Direct greenhouse gas (GHG) emissions
For reporting purposes, direct GHG emissions correspond to
those defined in the Kyoto Protocol.
Their impact is calculated in equivalent tonnes of carbon
dioxide (t CO2e).
In this report, 2023 emissions have been calculated using the
Global Warming Potential values published by theIntergovernmental Panel on Climate Change (IPCC) in 2014 for
Scopes 1 and 2 (AR5) and in 2007 for Scope 3 (AR4).
In 2022, emissions from the Bayport American Acryl site werereported based on the Group’s share in assets (50%) rather
than on total emissions as had been the case since 2019.
Historical Scopes 1 + 2 emissions have been adjusted accordingly.

Indirect greenhouse gas (GHG) emissions
For the purposes of this report, indirect Scope 2 CO2 emissions
were calculated using electricity and steam purchase andconsumption and emission factors in tonnes of CO2 equivalent
per input unit (MWh or tonnes of oil equivalent) reported bysuppliers. Where this was not possible, they were calculatedusing figures provided by local authorities, such as thoseavailable in the EPA e-grid database for 2022 in the(9)4

United States, the 2021 EF grid, OM value issued by the
Chinese Ministry for Ecology and the Environment for China,
and SEMARNAT data issued by Mexico’s Federal
Environmental Agency for Mexico. In the absence of specificregional values, calculations were made using nationalenergy-mix emission factors published by the International
Energy Agency in 2017. As in 2022, purchases of Guarantee ofOrigin certificates for electricity were factored into Scope 2
calculations.
The methodology together with the historical values havebeen adjusted in 2022, in accordance with the GHG Protocol(net consumption replaced by quantities purchased andconsumed).
Indirect Scope 3 CO2 emissions were estimated using the default
scenarios in the GHG Protocol guidance for the chemical
sector, issued by the World Business Council for Sustainable
Development (WBCSD). Indirect Scope 3 emissions relate to
the Group’s value chain, including both upstream and downstream
emissions, and have been estimated for all categories
concerned by the Group’s activities (i.e., Categories 1 to 12
and 15) (see section 4.4.3.3 of this document).
• Category 1 – Purchased goods and services: emissions are
estimated based on purchases of raw materials and packaging.
An initial estimate is made on the basis of volumes forwhich information is processable, i.e., more than 88% of
the amount of such purchases. Emissions corresponding to
the remaining 12% are then estimated by extrapolation. Forprocessable volume figures, an emission factor specific toeach chemical product is applied (in CO2 equivalent
per tonne) where available. Otherwise, an emission factorof 1.8 t CO2e/t or 1.9 t CO2e/t is assumed (corresponding toorganic and inorganic chemicals in the EcoInvent database,version 3.5). The specific emission factors applied comefrom suppliers, or from life-cycle assessments conductedby the Group or by professional organizations such as Plastics
Europe, or from the EcoInvent database (version 3.5), orfrom the Base Carbone® (2022).
• Category 2 – Capital goods: emissions are estimated basedon the amount of capital expenditure split into 14 categories(Development, R&D, Maintenance, Arkema Energy, etc.). An
emission factor from the 2022 Base Carbone® is assigned
to each investment category (in kg CO2e/€k).
• Category 3 – Fuel and energy-related activities: emissions
are estimated by applying the default rule set out in
the WBCSD guide. These emissions include (i) losses
expressed in CO2 equivalent in relation to electricity andsteam transmission and distribution networks in each of
the countries in which Arkema has industrial operations,(ii) upstream emissions for fossil fuel, steam and electricity
consumed in each country by Arkema industrial sites, and(iii) upstream emissions for fossil fuels, steam andelectricity sold by certain Arkema industrial sites. Emission
factors for losses on the electricity and steam transmission
and distribution networks in each country, and upstream offossil fuel, steam and electricity are as given in the 2017
version of the DEFRA (9) database, except for electricity inFrance, for which values are as given by the EDF utility for 2022.

UK department for Business, Energy and Industrial Strategy.

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Corporate social responsability
Reporting methodology• Category 4 – Upstream transportation and distribution:
estimated emissions are based on the list of main raw
materials representing 88% of purchasing volumes (seeScope 3 – category 1), an average journey of 1,000 km bytruck and a factor of average emissions for road transport(in kg of CO2 per t.km). For the main raw material, actual
transportation modes are considered. The resulting emissions
are then extrapolated in proportion to the total volume of
raw materials transported. The average emission factors bymode of transportation are the same as those used toestimate category 9 emissions.
• Category 5 – Waste generated in operations: the emissions
calculated are those related to the waste generated during
the Group’s operations. The WBCSD rule is applied, withemission estimates based on the Group’s waste treatment
breakdown and the emission factors given in the EcoInvent
base (version 3.5) for incinerated, landfilled and recycled
waste. Calculations are based on the actual quantities ofwaste from each site that is treated in the various ways. Asa first step, all of the landfilled organic waste was considered
totally decomposed.
• Category 6 – Business travel: the emissions calculated
correspond to Group employees’ travel and hotel
accommodation. Emission values are provided by the travel
agencies the Group works with.
• Category 7 – Employee commuting: emissions were
estimated using the least favorable scenario, assuming thatall 21,125 employees use their own cars to get to work,
traveling an average distance of 33 km per day in France (10),26 km in the United States (11), and 50 km in other countries.
The emission factors applied correspond to the average
CO2 emissions per kilometer by vehicle type and fuel typegiven in the DEFRA database (2019 version).
• Category 8 – Upstream leased assets: emission figures inthis category are for energy consumption at leased real-estate
assets (head offices, sales offices and research centers), except
for those already included in Scope 2 reporting. Where site
electricity consumption data are not directly available,
estimates are made working from the consumption ratio
per employee and by type of establishment, mainly offices
and research centers. Emissions were then calculated byapplying the emission factor for the national electricity mix
in the country where each site is located.
• Category 9 – Downstream transportation and distribution:
the emissions were estimated using Group company logistics
data, which account for more than 99% of consolidated
shipments. The Group defines a shipment as the transportationof products to customers, as well as any post-production
logistics. Since 2019, the calculation has been made by
EcoTransIT, whose methodology (https://www.ecotransit.org/
methodology.en.html) is based on the EN 16258 standard(Methodology for calculation and declaration of energy
consumption and greenhouse gas emissions of transport
services [freight and passengers]) and complies with the
GHG Protocol and guidelines issues by the GLEC (Global
Logistics Emissions Council). In particular, the standard
emission factors for road transport are based on the EURO I
to VI standards in Europe, the 1994 to 2010 EPA standards

(10)

(11)

252

in the United States and the 1994 to 2010 JP standards inJapan. For maritime transport, the method is based on thedata and methodology developed by the Clean Cargo initiative(https://www.clean-cargo.org/). This method covers 99% oftransported volumes. For the remainder, average distanceand emission factors were applied. The reporting periodruns from 1 October to 30 September of the following year.
• Category 10 – Processing of Sold Products: in 2022 a
methodology was devised to estimate emissions for thiscategory. For each Group Business Unit (BU), based on the
breakdown of sales by market and application, simplified
scenarios have been devised for different cases (market/
application) covering a cumulative total of more than 80%
of sales volumes. These scenarios are based on customers
information, data available in existing literature (life cycle
assessment), or on the Group’s knowledge of its market.
For the electricity emission factor, the value of the IEA’s(International Energy Agency) 2020 global energy mix was used.
• Category 11 – Use of Sold Products: in 2022 a methodology
was devised to estimate direct and indirect emissions forthis category. For each Group Business Unit (BU), based on the
breakdown of sales by market and application, simplified
scenarios have been devised for different cases (market/
application) covering a cumulative total of more than 80%
of sales volumes, with a special focus on applications related
to transportation, requiring energy or resulting in direct
GHG emissions. These scenarios are based on customers
information, data available in existing literature (life cycle
assessment), or on the Group’s knowledge of its market. In
2023, the reporting methodology was changed to consider
only direct use-phase emissions for this category.
• Category 12 – End-of-life treatment of sold products: theproducts sold by the Group have been classified into
15 different categories based on their chemical composition
and, by extension, the GHG emissions that they may
generate. A scenario was applied to define the end-of-life
treatment method for each product category: incineration,
landfilling or recycling. Emission factors were then appliedin accordance with the WBCSD guide. For this estimate ofCategory 12, all of the Group’s products have been included,
including high-emission fluorogases since 2022 for which a
specific scenario has been devised, i.e., 50% of the emissions
during use (Category 11) and 50% of end-of-life emissions(Category 12). For Bostik products, a special scenario for
end-of-life treatment was applied to account for thenature of these products and their applications. Emission
calculations take into account the end of life of packaging
used for products sold.
• Category 15 – Financial holdings: this category covers emissions
related to companies in which the Group holds shares(non-consolidated companies or less than 49% ownership)that are not included in the Scopes 1 + 2 estimates. Emissions
are estimated on the basis of sales, Arkema’s percentage
ownership and Arkema’s Scopes 1 + 2 emissions-intensity
in relation to the Group’s sales (excluding Fluorogases, theintensity of which is not representative). The methodology
was developed in 2023.

Source: National Transportation and Travel Global Survey (2008) by the Observation and Statistics department (SOeS) of the French
Ministry of Ecology, Energy, Sustainability and the Sea (MEEDDM).
Bureau of Transportation Statistics.

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Corporate social responsability
Reporting methodology

Commitment from raw materials suppliers thatare the main contributors to Scope 3 category 1
On the basis of Scope 3 Category 1 emission calculations (seedefinition above), Arkema asks its most emissions-intensive
suppliers to complete the CDP Climate Change questionnaire
and take up a climate commitment to an SBT trajectory.
Supplier response is analyzed to calculate the proportion of
suppliers already taking up such a commitment or planningto do so within two years.

Accidents
Total recordable injury rates (TRIR) and lost-time injury rates (LTIR)
are calculated for both Group and on-site subcontractor
employees on the basis of US standard 29 CFR 1904. The
average number of days lost per injury mentioned in
section 4.5.2.2.1 of this chapter is estimated in mid-January N+1
for the reporting on year N. This figure may be re-evaluatedin N+1 depending on the actual average number of days lost.
For 2023, these accident-rate figures exclude activities atcertain acquisitions made between 2021 and 2023, as detailed
in section 4.7.3.2 of this chapter.

4

Process safety
The safety performance of a plant’s production processes isassessed by means of performance indicators that measure
and analyze process safety incidents. The Group reports andclassifies these indicators in accordance with European
Chemical Industry Council (CEFIC) guidelines. Until the end of
2016, the definition used for process safety events was theone proposed by CEFIC. During 2016, the International
Council of Chemical Associations (ICCA) proposed new
criteria to be used globally. Like CEFIC, Arkema decided touse these new criteria to measure its process safety event
rate (PSER), starting in 2017.

AIMS-audited sites
The Group tracks the increase in the percentage of facilities
that have been audited in accordance with the AIMS standard.
Three protocols are used, depending on the facility’s size andspecific needs: Full AIMS, which is combined withISO certifications, for the largest sites or sites that present
major risks, Simplified AIMS for smaller sites with low risks,and Light AIMS, for very small sites with low risks andfacilities that have been recently acquired.

4.7.4 Methodological note on employee, social and responsible
procurement indicators
4.7.4.1 Social and employee reporting tools and scope
Employee data are taken from several different reporting processes.
The employee data presented in section 4.6.1 of this chapter:• are recorded in the AREA 1 application, accessible via thecorporate intranet;• are entered by the human resources managers or company
Managing Directors (depending on their size);• are validated at the Arkema, ArrMaz, Bostik, Coatex and
MLPC International group levels; and• cover all companies in which the Group has at least a 50%
interest.

The quantitative and qualitative data concerning other
employee and social information:• are recorded in the AREA 2 application, accessible via thecorporate intranet;• are entered by human resources employees of thecompanies or regional organizations;• are validated by the regional Human Resources directors or
subsidiary managers; and• cover all companies of 60 or more employees in which theGroup has at least a 50% interest at 30 June of thereporting year, which accounts for 91% of the Group’s total
headcount.
Any changes or corrections to prior-year data are noted in
section 4.6.1 of this chapter.

4.7.4.2 Choice of indicators, measurement methods and user information
The Group has defined and tracks indicators relevant to its
activities and its main risk and opportunity challenges.
The indicators relating to employee numbers have been
tracked since 2006.
Additional employee information and indicators and social data
have been reported since 2012 via the AREA 2 compilation
system, in particular the number of training hours.
Employee data reporting is covered by different procedural
documents in the form of AREA 1 and AREA 2 guidelines,
which have been provided to all of the contributors andvalidators.

The calculation methods may have limitations and be subject
to change, for example due to varying national labor
legislation and practices, difficulties in reporting certain
information in some regions, or the unavailability of certain
data in some countries.
Food waste, food security and the responsible, equitable andsustainable production of food are not considered as risks
for Arkema. As a result, this Universal Registration Document
does not include any information about combating foodwaste, ensuring food security or promoting the responsible,
equitable and sustainable production of food.

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4.7.4.3 Details on employee indicators
Headcount

Health and welfare

For reporting purposes, the headcount includes employees
on payroll (employees present and employees whose
employment contract, of any type, has been suspended) at
31 December of the reporting year.

Health and welfare cover refers to benefits from a collectiveor mutual insurance plan providing cover for incapacity/disability/death risks.

Permanent employees are defined as employees that havesigned an employment contract for an indefinite period oftime. Outside France, employees hired on fixed-term contracts
for periods of more than 12 months and renewed more thanonce are also included among permanent employees.

Training

Employee categories

The absenteeism rate corresponds to the total numberof hours of absence in the year (due to sickness, injuries, maternity
leave, strikes and unpaid leave but excluding paid leave)
divided by the total number of hours worked in the year.

Data are presented by professional category. In France,
manager status (cadre) is determined by the collective
bargaining agreements governing the company concerned.
Outside France, employees with a Hay job level of 10 or moreare considered managers.

Recruitment
These data cover only the hiring of employees under permanentcontracts, including the transformation of contracts (fixed-term
into permanent contracts in France, for example).

Compensation
Collective bonus components are defined as componentsthat vary depending on overall business criteria and thebusiness and financial results of the employee’s company. In
France, these take the form of incentive and profit-sharing
schemes.
Average employee compensation for men and women covers
France, China and the United States, which together accountfor 63% of the Group’s workforce. Comparisons are against
the base salary.

The data relate to training hours recorded for Group
employees excluding e-learning courses.

Absenteeism

Departures
Since 2016, departures are recorded only when the person
leaves the Group, so that reported data do not include
inter‑subsidiary transfers.

Percentage of non-French nationals in senior
management and executive positions
Regulations do not allow the nationality of employees to beentered in information systems in all the countries where theGroup operates. This is notably the case in the United States.
In the absence of data on nationality, by convention, it has
been assumed that the employees exercising their activity inthese countries are not French nationals. This statement
does not apply to expatriate employees.

4.7.4.4 Details on responsible procurement indicators
Percentage of purchasing spend from relevant suppliers coveredby a Together for Sustainability (TfS) assessment
Relevant suppliers are suppliers representing 80% of the Group’s recurring purchasing spend.
Purchases are considered recurring if made from the same supplier over the last three reporting years. TfS supplier evaluations
are considered valid if performed within the last three years.

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4.7.5 Indicators (1)
Units

2023

2022

2021

204

188

200

SUSTAINABLE SOLUTIONSInnovation
Number of patent applications filed during the year relating to sustainable development
Percentage of patent applications filed during the year relating to sustainable
development

%

94

92

90

R&D expenditure as a percentage of consolidated revenue

%

2.9

2.3

2.6

%

51

53

51

444

453

425

Management of the solutions portfolio
Percentage of ImpACT+ sales (2)Responsible product stewardship
Number of substances with REACH registration
Circular economy
Percentage of sales from products made from renewable or recycled raw materials (3)

%

11

10

10

Percentage of sales covered by a life-cycle assessment

%

56

41

27

€m

316

314

281

Percentage of sites audited according to Arkema Integrated Management System (AIMS)
standards

%

94

91

86

Percentage of ISO 45001-certified sites

%

55

58

59

Percentage of employees covered by ISO 45001 certification

%

48

47

48

Percentage of ISO 45001-certified sites in Europe

%

58

58

60

Percentage of ISO 45001-certified sites in the Americas

%

43

48

46

Percentage of ISO 45001-certified sites in Asia

%

69

71

73

Percentage of ISO 14001-certified sites

%

55

58

58

Percentage of ISO 14001-certified sites in Europe

%

75

69

71

Percentage of ISO 14001-certified sites in Asia

%

75

76

79

Percentage of ISO 14001-certified sites in the Americas

%

20

20

20

RESPONSIBLE MANUFACTURER
Safety, environment and maintenance expenditureManagement system

Number of RCMS certified sites (United States only: health, safety, security, environment)

14

13

13

%

8

8

7

Total recordable injury rate (TRIR)

per million
hours worked

0.9

0.9

1.0

Lost time injury rate (LTIR)

per million
hours worked

0.6

0.6

0.5

Percentage of RCMS-certified sites (excluding ISO 14001)
SafetyPercentage of sites practicing peer observation

%

96

96

61

per million
hours worked

2.8

2.8

3.1

Direct greenhouse gas emissions corresponding to the Kyoto Protocol

kt CO2e

1,330

1,527

1,756

• of which CO2

kt CO2

1,180

1,294

1,370

• of which HFC

kt CO2e

125

198

349

• of which others

kt CO2e

25

35

37

• Europe

%

35

36

32

• Americas

%

52

51

55

• Asia and rest of world

%

13

13

13

Process Safety Event Rate (PSER)
ClimateGreenhouse gas (GHG) emissions

Direct greenhouse gas emissions corresponding to the Kyoto Protocol, by region

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Reporting methodology

Direct greenhouse gas emissions corresponding to the Montreal Protocol

Units

2023

2022

2021

kt CO2e

172

188

234

Scope 2 indirect greenhouse gas emissions

kt CO2e

943

905

1,073

• of which Europe

kt CO2e

261

214

227

• of which Americas

kt CO2e

233

238

286

• of which Asia and rest of world

kt CO2e

449

453

560

SBT commitment – Scopes 1 + 2 GHG emissions

Mt CO2e

2.3

2.4

2.9

Mt CO2e71(4)

94 (4)Net energy purchases

TWh

6.68

6.99

7.39

• of which Europe

TWh

3.01

3.37

3.58

• of which Americas

TWh

2.46

2.61

2.67

• of which Asia and rest of world

TWh

1.22

1.00

1.14

0.91

0.87

0.85

TWh

3.41

3.69

3.98

• electricity

TWh

2.14

2.32

2.46

• steam

TWh

1.13

0.98

0.94

Natural gas in net purchases of fuels

%

98

98

98

% of low-carbon energy%

24

23 (5)

21 (5)% of renewable energy

%

13

8

6

(5)

(5)

SBT commitment – Scope 3 indirect GHG emissions

78

EnergyEnergy EFPINet energy purchases by type
• fuelRenewable electricity as a percentage of total electricity%27

Low-carbon electricity as a percentage of total electricity

%

62

24

68

19

63

Number of Arkema Energy investments

71

55

52

• of which Europe

44

34

29

• of which Americas

9

7

13

• of which Asia and rest of world

18

14

10

Number of ISO 50001-certified sites

31

31

31

Other environmental information
Emissions to air
Acidifying substancest SO2e

2,320

2,350

2,880

Carbon monoxide

t

640

890

806

Volatile organic compounds (VOCs)

t

2,520

3,020

3,330

0.49

0.53

0.50

t

112

142

188

t O2

1,366

1,484

1,740

Volatile organic compound (VOC) EFPI
Dust
Emissions to water
Chemical oxygen demand (COD)
Chemical oxygen demand (COD) EFPI

0.38

0.42

0.45

t

429

494

465

Total hazardous waste

kt

178

198

197

Hazardous waste recycled into materials

kt

27

27

27

Suspended solids
Resources management
Waste

256

Proportion of hazardous waste recycled into materials

%

15

14

14

Hazardous waste burned as fuel

kt

84

58

63

Proportion of hazardous waste burned as fuel

%

47

29

32

Non-recovered hazardous waste

kt

68

113

107

• of which landfilled

kt

2.7

5.2

3.8

Total non-hazardous waste

kt

213

211

210

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Reporting methodology

Units

2023

2022

2021

Non-hazardous waste recycled into materials

kt

63

67

58

Non-hazardous waste burned as fuel

kt

11

8

8

Non-recovered non-hazardous waste

kt

140

136

144

• of which landfilled

kt

22

27

25

millions of cu.m

86

91

97

Water withdrawals
Water withdrawn (6)Total water withdrawn(7)

millions of cu.m

93

97

104

cu.m/€k

5.9

5.2

6.9

Total headcount at 31 December

21,125

21,116

20,209• of which permanent employees

20,474

20,412

19,305• of which fixed-term employees

651

704

904

7,179

7,216

7,170

• Europe (excluding France)

3,715

3,806

3,850

• North America

4,017

4,127

3,669

• Asia

5,049

4,795

4,699

Water withdrawals as a percentage of Group sales (7)EMPLOYER OF CHOICE AND OPEN DIALOGUE

PeopleHeadcount

Total headcount at 31 December by region• France• Rest of the world

1,165

1,172

821

%

29.8

28.9

28.6

%

26.8

26.5

26.2

• France

%

29.0

28.5

28.3

• Europe (excluding France)

%

27.2

26.5

26.4

• North America

%

25.1

24.4

24.5

• Asia

%

24.8

25.4

25.1

Managers in the total headcountDiversity
Women in the total headcount
Women in the total headcount by region• Rest of the world

%

27.0

26.1

21.6

Percentage of women managers (all levels)

%

32.6

31.8

31.1

Percentage of women in executive positions (Hay grade 17 or higher)

%

22

19

18

Percentage of women in senior management and executive positions(Hay grade 15 or higher)

%

29

26

24

Non-French nationals in senior management and executive positions(Hay grade 15 or higher)

%

40

40

40

Percentage of women who hold performance shares

%

34

32

32

Percentage of women in lower management (France, United States, China)

%

39

40

39

Percentage of women in middle management (France, United States, China)

%

36

35

35

Percentage of women in business-related positions (France, United States, China)

%

26

26

26

Percentage of women in technical positions (STEM: Science, Technology,
Engineering and Mathematics)

%

19

18

19

Lower management

%

94

96

96

Middle management

%

91

91

91

Senior management and executive positions (excluding Executive Committee)

%

95

97

97

Equal pay between women and men (women’s average base salary/men’s
average base salary):2023 Universal Registration Document

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Units

2023

2022

2021

Recruitment
1,958

2,212

2,070

• France

Recruitments during the year

418

502

345

• Europe (excluding France)

271

306

282

• North America

551

654

691

• Asia

544

620

629

• Rest of the world

174

130

123

Manager recruitments

581

662

521

1,377

1,550

1,549

29.0

30.3

26.4

Non-manager recruitments
Percentage of women in recruitments%

Percentage of new hires aged 50 and over

%

11.1

11.4

10.8

Percentage of new hires aged under 30

%

33.2

34.0

34.2

Departures during the year

2,348

2,262

2,907

• of which resignations

1,003

1,236

1,089

• of which dismissals

685

429

439

• of which retirements

369

422

357

Departures• of which following a divestment/merger

57

—

887

• of which other reasons

234

175

135

Work organization
Full-time employees

%

96.5

96.3

96.2

Part-time employees

%

3.5

3.7

3.8

Employees who telework

%

30.0

23.0

20.0

Absenteeism
Overall absenteeism rate

%

4.1

5.1

4.5

Absenteeism rate on medical grounds

%

2.7

3.5

2.8

thousands

427

412

447

22

22

24

Average number of training hours per manager

21

20

24

Average number of training hours per non-manager

23

22

24

Training
Number of training hours (excluding e-learning)
Average number of training hours per employee

Number of employees who received training, excluding e-learning

15,836

15,377

15,032

Number of employees who took an e-learning course

16,232

15,324

15,422

163

179

149

13

14

11

Number of employees who received safety training (excluding e-learning)

12,564

12,865

12,974

Number of employees who took safety-related e-learning courses

13,444

9,942

14,390

Number of environment-related training hours (excluding e-learning)

11,766

13,19914,913

Number of safety training hours

thousands

Number of safety training hours per employee trained

Number of environment-related training hours per employee trained

3

3

3

Number of employees who received environment-related training (excluding e-learning)

4,645

4,006

4,524

Number of employees who took environment-related e-learning courses

11,657

8,793

4,418

Breakdown of training hours by topic:

258• Technical expertise

thousands

167

150

235

• HSEQ

thousands

203

200

167

• IT/digital technology

thousands

12

11

17

• Management

thousands

46

42

28

Percentage of apprenticeships (Arkema France)

%

4.0

4.7

4.7

Percentage of Group employees benefiting from annual performance reviews

%

100

100

100

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Reporting methodology

Units

2023

2022

4

2021

Health and welfare
%

94

94

95

Occupational illness frequency rate (OIFR) (scope: France)

Percentage of employees benefiting from regular medical check-ups

per million
hours worked

3.3

1.9

2.4

Employees benefiting from supplementary disability cover

%

95

91

94

Employees benefiting from supplementary life cover

%

96

95

95

Employees covered by death benefits representing at least 18 months’ salary

%

83

85

85

Employees benefiting from minimum compensation guarantees

%

100

100

100

Employees benefiting from collective variable compensation components

%

71

71

73

Employees benefiting from individual variable compensation components

%

48

45

41

%

82

89 (8)

90 (8)

%

76.5

75

73

Compensation

Representation
Percentage of employees benefiting from personnel representation and/or trade union
representation
Responsible procurement
Percentage of purchasing spend with relevant suppliers covered by a TfS assessment(1) Indicators are defined in detail in the methodological note in sections 4.7.2, 4.7.3 and 4.7.4 of this chapter.
(2) The percentage of sales contributing significantly to the United Nations SDGs (ImpACT+) was calculated on the basis of an assessment of 84% of theGroup’s third-party sales.
(3) The percentage of sales from products made from renewable or recycled raw materials covers products with a renewable or recycled raw material
content of at least 25%.
(4) The 2022 and 2021 values have been adjusted following the removal of Category 11 indirect emissions and the addition of Category 15.
(5) The figures for 2021 and 2022 were adjusted to include agreements on renewable electricity.
(6) Water withdrawals: sales to third parties excluded.
(7) Total water withdrawals: sales to third parties included.
(8) The 2021 and 2022 values have been revised following an adjustment to historical data for North America.

4.7.6 Taxonomy Indicators
SUMMARY TABLE
2023

2022

eligiblealignedeligiblealigned

32%

6%

33%

8%

Proportion of Capex

17%

10%

21%

14%

Proportion of Opex

29%

7%

29%

9%

Proportion of Turnover

DETAILS ON CAPEXOf which: capital
expenditure
Total Capex in 2023

€m%

Eligible and aligned Capex

141

141

22%

Non-aligned eligible Capex

89

89

14%

of which
assets fromacquisitions€mof whichright‑of‑use assets€mEligible Capex

230

230

36%

Non-eligible Capex

1,119

404

64%

611 (1)104 (1)

TOTAL

1,349

634

100%

611

104

(1)

Not analyzed.

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DETAILS ON TURNOVER CURRENTLY ELIGIBLE TO THE TAXONOMY REGULATION
Taxonomy-eligible proportion of turnover fromtaxonomy-aligned products or services – 2023

Absolute Turnoverin €mProportion of Turnoveras a %

Climate change mitigation
Y; N; N/EL

Climate change adaptation
Y; N; N/EL

Water and marine resources
Y; N; N/EL

Pollution
Y; N; N/EL

Circular economy
Y; N; N/EL

Biodiversity
Y; N; N/EL

Substantial contribution criteria446

5% (1)

Y

N (2)

N/EL

N/EL

N/EL

N/EL

146

2% (1)

Y

N (2)

N/EL

N/EL

N/EL

N/EL

592

6% (1)

6%

0%

—%

—%

—%

—%

of which Enabling

146

2%

2%

0%

—%

—%

—%

—%

of which Transitional

446

5%

5%

Economic activity

Code(s)A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of plastics in primary form

CCM/CCA 3.17

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

CCM/CCA 3.4
CCM/CCA 3.5
CCM/CCA 3.1

Turnover from environmentally sustainable activities(Taxonomy-aligned) (A.1)

A.2 Taxonomy-eligible but environmentally unsustainable activities (not Taxonomy-aligned)
2,329

25% (1)

EL

EL

N/EL

N/EL

N/EL

N/EL

89

1% (1)

EL

EL

N/EL

N/EL

N/EL

N/EL

Turnover from Taxonomy-eligible but
environmentally unsustainable activities(not Taxonomy-aligned) (A.2)

2,418

25% (1)

25%

0%

—%

—%

—%

—%

TOTAL A. Turnover from taxonomy-eligible activities(A.1 + A.2)

3,010

32%

32%

0%

—%

—%

—%

—%

Turnover from Taxonomy-non-eligible activities (B)

6,504

68%

TOTAL (A + B)

9,514

100%

Manufacture of plastics in primary form

CCM/CCA 3.17

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

CCM/CCA 3.4
CCM/CCA 3.5
CCM/CCA 3.1

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESY: Yes
N: No
N/EL: non-eligible(1) Differences due to rounding.
(2) Not analyzed.

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Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimum safeguards

Taxonomy-eligible proportionof turnover Year Y-1

Enabling activity category

Transitional activity category

Do no significant harm
(DNSH) criteria

Climate change mitigation

Taxonomy-eligible proportion of turnover from
Taxonomy‑aligned products or services – 2023

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

%

E

T

Manufacture of plastics in primary form

Yes

Yes

—

Yes

Yes

Yes

4%

Manufacture of batteries
Manufacture of energy-efficient equipment for the constructionof buildings
Manufacture of renewable energy technologies

Yes

Yes

Yes

Yes

Yes

Yes

4%

Turnover from environmentally sustainable activities(Taxonomy-aligned) (A.1)

Yes

Yes

Yes

Yes

Yes

Yes

8%

of which Enabling

Yes

Yes

Yes

Yes

Yes

Yes

4%

of which Transitional

Yes

Yes

—

Yes

Yes

Yes

4%

Economic activity
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)

T

E

E
T

A.2 Taxonomy-eligible but environmentally unsustainable activities (not Taxonomy-aligned)
Manufacture of plastics in primary form
Manufacture of batteries
Manufacture of energy-efficient equipment for the constructionof buildings
Manufacture of renewable energy technologies

24%

1%

Turnover from Taxonomy-eligible but environmentallyunsustainable activities (not Taxonomy-aligned) (A.2)

25%

TOTAL A. Turnover from Taxonomy-eligible activities (A.1 + A.2)

33%

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DETAILS ON CAPEX IN ACTIVITIES CURRENTLY ELIGIBLE TO THE TAXONOMY REGULATION
Taxonomy-eligible proportion of Capex
in Taxonomy‑aligned activities – 2023

Proportion of Capex
as a %

Climate change mitigation
Y; N; N/EL

Climate change adaptation
Y; N; N/EL

Water and marine resources
Y; N; N/EL

Pollution
Y; N; N/EL

Circular economy
Y; N; N/EL

Biodiversity
Y; N; N/EL

69

5%

Y

N (2)

N/EL

N/EL

N/EL

N/EL

67

5%

Y

N (2)

N/EL

N/EL

N/EL

N/EL

5

—%

Y

N (2)

N/EL

N/EL

N/EL

N/EL

141

10%

10%

0%

—%

—%

—%

—%

Of which Enabling

5%

5%

0%

Of which Transitional

5%5%Economic activity

Code(s)Absolute Capexin €m

Substantial contribution criteria

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of plastics in primary form

CCM/CCA 3.17

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

CCM/CCA 3.4
CCM/CCA 3.5

Installation, maintenance and repairof energy‑efficient equipment and systems
for measuring, regulating and controllingthe energy performance of buildings

CCM/CCA 3.1
CCM 7.3
CCM 7.5

Capex in environmentally sustainable activities(Taxonomy-aligned) (A.1)

A.2 Taxonomy-eligible but environmentally unsustainable activities (not Taxonomy-aligned)
86 6% (1)

EL

EL

N/EL

N/EL

N/EL

N/EL

3 0% (1)

EL

EL

N/EL

N/EL

N/EL

N/EL

Capex in Taxonomy-eligible but environmentallyunsustainable activities (not Taxonomy-aligned) (A.2)

89 7% (1)

7%(1)

0%

—%

—%

—%

—%

TOTAL A. Capex for Taxonomy-eligible
activities (A.1 + A.2)

230

17%

Capex for Taxonomy-non-eligible activities (B)

1,119

83%

TOTAL (A + B)

1,349 100%

Manufacture of plastics in primary form

CCM/CCA 3.17

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

CCM/CCA 3.4
CCM/CCA 3.5
CCM/CCA 3.1

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESY: Yes
N: No
N/EL: non-eligible(1) Differences due to rounding.
(2) Not analyzed.

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Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimum safeguards

Proportion of Taxonomy-aligned
Capex Year Y-1

Enabling activity category

Transitional activity category

Do no significant harm
(DNSH) criteria

Climate change mitigation

Taxonomy-eligible proportion of Capex
in Taxonomy‑aligned activities – 2023

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

%

E

T

Manufacture of plastics in primary form

Yes

Yes

—

Yes

Yes

Yes

9%

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

Yes

Yes

Yes

Yes

Yes

Yes

5%

E

Installation, maintenance and repair of energy-efficientequipment and systems for measuring, regulating
and controlling the energy performance of buildings

Yes

Yes

—%

E

Economic activity
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)

Capex in environmentally sustainable activities(Taxonomy‑aligned) (A.1)

T

14%

Of which Enabling

Yes

Yes

Yes

Yes

Yes

Yes

5%

Of which Transitional

Yes

Yes

—

Yes

Yes

Yes

9%

E
T

A.2 Taxonomy-eligible but environmentally unsustainable activities (not Taxonomy-aligned)
Manufacture of plastics in primary form

6% (1)

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

0% (1)

Capex in Taxonomy-eligible but environmentallyunsustainable‑activities (not Taxonomy-aligned) (A.2)

7% (1)TOTAL A. Capex for taxonomy-eligible activities (A.1 + A.2)

21%

(1)

Differences due to rounding.

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DETAILS ON OPEX IN ACTIVITIES CURRENTLY ELIGIBLE TO THE TAXONOMY REGULATION
Taxonomy-eligible proportion of Opex in Taxonomy‑aligned
activities – 2023

Proportion of Opex
as a %

Climate change mitigation
Y; N; N/EL

Climate change adaptation
Y; N; N/EL

Water and marine resources
Y; N; N/EL

Pollution
Y; N; N/EL

Circular economy
Y; N; N/EL

Biodiversity
Y; N; N/EL

27

5% (1)

Y

N (2)

N/EL

N/EL

N/EL

N/EL

9

2% (1)

Y

N (2)

N/EL

N/EL

N/EL

N/EL

36

7% (1)

7%

0%

—%

—%

—%

—%

Of which Enabling

2%

2%

0%

—%

—%

—%

—%

Of which Transitional

5%5%Economic activity

Code(s)Absolute Opex
in €m

Substantial contribution criteria

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of plastics in primary form

CCM/CCA 3.17

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

CCM/CCA 3.4
CCM/CCA 3.5
CCM/CCA 3.1

Opex in environmentally sustainable activities(Taxonomy‑aligned) (A.1)

A.2 Taxonomy-eligible but environmentally unsustainable activities (not Taxonomy-aligned)
Manufacture of plastics in primary form

CCM/CCA 3.17

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

CCM/CCA 3.4
CCM/CCA 3.4

108

21%

EL

EL

N/EL

N/EL

N/EL

N/EL

3

1%

EL

EL

N/EL

N/EL

N/EL

N/EL

Opex in Taxonomy-eligible but environmentallyunsustainable activities (not Taxonomy-aligned) (A.2)

111

22%

22%

0%

—%

—%

—%

—%

TOTAL A (A.1 + A.2)

147

29%

Opex for Taxonomy-non-eligible activities (B)

358

71%

TOTAL (A + B)

505

100%

CCM/CCA 3.1

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESY: Yes
N: No
N/EL: non-eligible(1) Differences due to rounding.
(2) Not analyzed.

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Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimum safeguards

Proportion of Taxonomy-aligned
Opex Year Y-1

Enabling activity category

Transitional activity category

Do no significant harm
(DNSH) criteria

Climate change mitigation

Taxonomy-eligible proportion of Opex in Taxonomy-aligned
activities – 2023

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

Yes/
No

%

E

T

Manufacture of plastics in primary form

Yes

Yes

—

Yes

Yes

Yes

5% (1)

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

Yes

Yes

Yes

Yes

Yes

Yes

3% (1)

Economic activity
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)

Opex in environmentally sustainable activities(Taxonomy‑aligned) (A.1)

TE

9% (1)Of which Enabling

Yes

Yes

Yes

Yes

Yes

Yes

3%

Of which Transitional

Yes

Yes

—

Yes

Yes

Yes

5%

E
T

A.2 Taxonomy-eligible but environmentally unsustainable activities (not Taxonomy-aligned)
Manufacture of plastics in primary form

19%

Manufacture of batteries
Manufacture of energy-efficient equipment
for the construction of buildings
Manufacture of renewable energy technologies

1%

Opex in Taxonomy-eligible but environmentallyunsustainable activities (not Taxonomy-aligned) (A.2)

20%

TOTAL A. Opex for taxonomy-eligible activities (A.1 + A.2)

29%

(1)

Differences due to rounding.

SUMMARY OF 2023 KPIS BY OBJECTIVE
Proportion of Turnover/Total Turnover
By objective
CCM - Climate Change Mitigation

Proportion of Capex/
Total Capex

Proportion of Opex/
Total Opex

AlignedEligible

AlignedEligible

AlignedEligible

6%

32%

10%

17%

7%

30%

(1)

0%

0%

0%

0%

0%

0%

WTR - Water and Marine Resources

-

0%

-

0%

-

0%

CE - Circular Economy

-

0%

-

0%

-

0%

CCA - Climate Change Adaptation

PPC - Pollution Prevention and Control

-

0%

-

0%

-

0%

BIO - Biodiversity and ecosystems

-

0%

-

0%

-

0%

(1)

Not analyzed.

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4.7.7 GRI content index
Statement of use

The Arkema Group has reported in accordance with GRI Standards for the period from 1 January
to 31 December 2023.

GRI 1 used

GRI 1: Foundation – 2021

Applicable GRI sector
Standard(s)NOT APPLICABLE

To verify the alignment of Arkema’s reporting with GRI Standards 2021 principles and requirements, the GRI content index below
has been audited by MATERIALITY-reporting.
Omission
GRI Standard/
other source

Disclosure

Location

GENERAL DISCLOSURES
2-1 Organizational details

6.1.1 Information about the Company
6.1.2 Subsidiaries and shareholdingsof the Company
6.1.3 Related-party transactions

2-2 Entities included in
6.1.2 Subsidiaries and shareholdings
the organization’s sustainability of the Company
reporting
4.7.3.1 Environment and climate reporting
tools and scope
4.7.3.2 Safety data reporting tools
and scope
4.7.4.1 Social and employee reporting
tools and scope

GRI 2: Generaldisclosures –
2021

266

2-3 Reporting period, frequency The Arkema Group has reported
and contact pointin accordance with GRI Standards
for the period from 1 January
to 31 December 2023.
5.3.1 Statutory auditors’ report on
the consolidated financial statements
8.2 Person responsible forthe information in the URD
2-4 Restatements
of information

4.7 Reporting methodology

2-5 External assurance

4.7.9 Independent third-party opinion
MATERIALITY-reporting reviewed thecompliance of the GRI content index
as well as all of the references containedin the sustainability reporting statement(URD 2023). The contents are alignedwith the principles and reporting
requirements of GRI Standards 2021.
The audit was performed on the Frenchlanguage version.

2-6 Activities, value chain andother business relationships

1.2 Business overview
Business model and value creation

2023 Universal Registration Document

Requirement(s)omittedReasonExplanation

Corporate social responsability
Reporting methodology

4

Omission
GRI Standard/
other source

Disclosure

Location

2-7 Employees

4.6.1.1 Talent management
4.6.1.3 Recruitment

2-8 Workers who are not
employees

4.5.2.2.1 Personal safety

2-9 Governance structure
and composition

GovernanceRequirement(s)omittedReasonExplanation

2-10 Nomination and selection Governance/NOMINATING,
of the highest governance body COMPENSATION AND CORPORATE
GOVERNANCE COMMITTEE
3.3.4.2 The Nominating, Compensation
and Corporate Governance Committee

GRI 2: Generaldisclosures –2021

2-11 Chair of the highest
governance body

Governance2-12 Role of the highest
governance body in overseeing
the management of impacts

4.1.2 CSR governance

2-13 Delegation of
responsibility for managing
impacts

4.1.2 CSR governance

2-14 Role of the highest
governance body insustainability reporting

4.1.2 CSR governance

2-15 Conflicts of interest

3.2.3.3 Absence of conflicts of interest

2-16 Communication of criticalconcerns

3.3.2.3 Activities of the Board of Directors

2-17 Collective knowledge ofthe highest governance body

3.3.2.3 Activities of the Board of Directors
3.3.4.3 The Innovation and Sustainable
Growth Committee

2-18 Evaluation of theperformance of the highest
governance body

Governance/THE BOARD’S WORK

2-19 Remuneration policies

3.4.1.2 Implementation of compensation
policy2-20 Process to determine
remuneration

3.4 Compensation and benefits awarded
to executives and directors

2-21 Annual total compensation 3.4.2.2 Implementation of 2023
compensation policy
ratio
2-22 Statement on sustainable
development strategy

MESSAGE FROM THIERRY LE HÉNAFFCHAIRMAN AND CHIEF EXECUTIVEOFFICER

2-23 Policy commitments
2-24 Embedding policy
commitments
2-25 Processes to remediate
negative impacts

4.1.4 CSR challenges, commitments
and outcomes

2-26 Mechanisms for seeking
advice and raising concerns

4.1.3 Stakeholders and materiality
assessment

2-27 Compliance with laws
and regulations

4.6.2.3 Control processes
and disciplinary action

2-28 Membership associations

4.6.5 Advocacy

2-29 Approach to stakeholder
engagement

4.1.3 Stakeholders and materiality
assessment

2-30 Collective bargaining
agreements

4.6.1.8 Active social dialogue
with employee representatives

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Omission
GRI Standard/
other source

Disclosure

Location

Requirement(s)omittedReasonExplanation

ECONOMIC STANDARDSGRI 3: Material
topics – 2021

3-1 Process to determinematerial topics

4.1.4 CSR challenges, commitments
and outcomes

3-2 List of material topics

4.1.3 Stakeholders and materiality
assessment

3-3 Management of material
topics

Chapter 4201-1 Direct economic value
generated and distributed

4.6.6 Community engagement

201-2 Financial implications
and other risks
and opportunities due
to climate change

4.1.5 Consolidated non-financial
information statement/Taxonomy
regulation reporting

201-3 Defined benefit plan
obligations and otherretirement plans

3.4.2.1 Compensation principles/Summaryof the compensation principles
for the executive director

201-4 Financial assistancereceived from government

Chapters 5 and 8

MATERIAL TOPICSGRI 3: Material
topics – 2021

GRI 201:
Economic
performance –2016

GRI 202: Market
presence – 2016

GRI 203: Indirect
economic
impacts – 2016

GRI 204:
Procurement
practices – 2016

202-1 Ratios of standard entry 4.6.3 Human rights
level wage by gender comparedto local minimum wage
202-2 Proportion of senior
management hired fromthe local community

4.6.1.7 Diversity, inclusion, equal
opportunity and equal treatment203-1 Infrastructure
investments and services
supported

4.6.6.3 Economic contribution

203-2 Significant indirect
economic impacts

4.6.6.3 Economic contribution

204-1 Proportion of spendingon local suppliers

205-1 Operations assessed
for risks related to corruption
205-2 Communication and
GRI 205: Antitraining about anti-corruption
corruption – 2016
policies and procedures

GRI 206:
Anti‑competitive
behavior – 2016

GRI 207: Tax –2019

4.6.2.2 Measures for reducing businesscompliance and ethics risks
4.6.2.1 The Code of Conduct
and Anti‑Corruption Policy

205-3 Confirmed incidents ofcorruption and actions taken

4.6.2.3 Control processes and disciplinary
action206-1 Legal actions foranti‑competitive behavior,anti‑trust, and monopoly
practices

4.6.2.1 The Code of Conduct
and Anti‑Corruption Policy
4.6.2.3 Control processes and disciplinary
action207-1 Approach to tax

4.6.2.6 Tax policy

207-2 Tax governance, control
and risk management

4.6.2.6 Tax policy

207-3 Stakeholder engagement 4.6.2.6 Tax policy
and management of concerns
related to tax
207-4 Country-by-country
reporting

GRI 207: Tax –
2019

268

Local
procurement

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4.1.5 Consolidated non-financial
information statement
4.6.2.6 Tax policy
5.3.3 Notes to the consolidated financial
statements at 31 December 2023/Note 16
List of consolidated companies

Unavailable/
incomplete
information

A collection
process willbe
implemented
in the next
two years

Corporate social responsability
Reporting methodology

4

Omission
GRI Standard/
other source

Disclosure

Requirement(s)omittedReasonLocation

Explanation

ENVIRONMENTAL STANDARDSGRI 3: Material
topics – 2021

3-1 Process to determinematerial topics

4.1.4 CSR challenges, commitments
and outcomes

GRI 3: Material
topics – 2021

3-2 List of material topics

4.1.3 Stakeholders and materiality
assessment

3-3 Management of material
topics

Chapter 4

MATERIAL TOPICSGRI 3: Material
topics – 2021

301-1 Materials used by weightor volume
GRI 301: Materials 301-2 Recycled input materials
used– 2016Weight of raw
materials
4.3.2 Material selection

301-3 Reclaimed products
and their packaging materials

4.3.3 The circular economy
in transformation processes

302-1 Energy consumption
within the organization

4.4.3.2 Energy

302-2 Energy consumption
outside of the organization

4.4.3 Climate change mitigation

GRI 302: Energy – 302-3 Energy intensity
2016
302-4 Reduction of energy
consumption

4.4.3.2 Energy

302-5 Reductions in energy
requirements of products
and services

4.4.3.2 Energy

303-1 Interactions with water
as a shared resource

4.3.3.2 Water use

303-2 Management of water
discharge-related impacts

4.5.3.3 Emissions to water

303-3 Water withdrawal

4.3.3.2 Water use

303-4 Water discharge

4.3.3.2 Water use
4.5.3.3 Emissions to water
CDP Water Security – 2023 questionnaire303-5 Water consumption

4.3.3.2 Water use
4.5.3.3 Emissions to water
CDP Water Security – 2023 questionnaire

GRI 303: Waterand effluents –2018

Confidentiality
constraint

4.4.3.2 Energy

304-1 Operational sites owned, 4.5.3.4 Other measures forleased, managed in, or adjacent the environment and biodiversity
to, protected areas and areasof high biodiversity value
outside protected areas
GRI 304:
Biodiversity –2016

304-2 Significant impactsof activities, products andservices on biodiversity

4.5.3.4 Other measures forthe environment and biodiversity304-3 Habitats protectedor restored

4.5.3.4 Other measures forthe environment and biodiversity

304-4 IUCN Red List species
and national conservation list
species with habitats in areas
affected by operations

4.5.3.4 Other measures forthe environment and biodiversity

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Omission
GRI Standard/
other source

Disclosure

Location

305-1 Direct (Scope 1) GHG
emissions4.4.3.1 Emissions of Scope 1 and 2
greenhouse gas emissions coveredby the Kyoto Protocol/Direct scope 1
emissions305-2 Energy indirect (Scope 2) 4.4.3.1 Emissions of Scope 1 and 2
GHG emissions
greenhouse gas emissions coveredby the Kyoto Protocol/indirect Scope 2
emissions
GRI 305:
Emissions – 2016

GRI 306: Waste –2020

GRI 307:
Environmental
compliance –2016
GRI 308: Supplierenvironmental
assessment –2016

305-3 Other indirect (Scope 3)
GHG emissions

4.4.3.3 Scope 3 greenhouse gas
emissions305-4 GHG emissions intensity

4.4.3 Climate change mitigation

305-5 Reduction of GHG
emissions4.4.3 Climate change mitigation

305-6 Emissions of ozonedepleting substances (ODS)

4.4.3 Climate change mitigation

305-7 Nitrogen oxides (NOx),sulfur oxides (SOx) and othersignificant air emissions

4.5.3.2. Emissions to air

306-1 Waste generationand significant waste-related
impacts

4.3.3.4 The circular economy
and industrial operations

306-2 Management ofsignificant waste-related
impacts

4.3.3.4 The circular economy
and industrial operations

306-3 Waste generated

4.3.3.4 The circular economy
and industrial operations

306-4 Waste diverted
from disposal

4.3.3.4 The circular economy
and industrial operations

306-5 Waste directed
to disposal

4.3.3.4 The circular economy
and industrial operations

307-1 Non-compliancewith environmental laws
and regulations

4.5.3.1 Environmental and biodiversity
management/Regulatory and compliancemonitoring308-1 New suppliers that werescreened using environmental
criteria

4.6.4.3 Selection of suppliers
and subcontractors

308-2 Negative environmental
impacts in the supply chain
and actions taken

4.4.4 .1 Analysis of physical and transition
risks /Exposure of the Group’s value
chain to the effects of climate change

SOCIAL STANDARDSGRI 3: Material
topics – 2021

3-1 Process to determinematerial topics

4.1.4 CSR challenges, commitments andoutcomes

GRI 3: Material
topics – 2021

3-2 List of material topics

4.1.3 Stakeholders and materiality
assessment

3-3 Management of material
topics

Chapter 4401-1 New employee hires
and employee turnover

4.6.1.3 Recruitment/Employer brand401-2 Benefits provided tofull‑time employees that are
not provided to temporary
or part-time employees

4.6.1.5 Employee engagement
and well‑being

401-3 Parental Leave

4.6.1.5 Employee engagement
and well‑being/Work-life balance

MATERIAL TOPICSGRI 3: Material
topics – 2021

GRI 401:
Employment –
2016

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Omission
GRI Standard/
other source

Location402-1 Minimum notice periods
for operational changes

4.6.1.3 Recruitment/Employer brand/
Change in the number of departuresby reason
4.6.1.8 Active social dialogue
with employee representatives
The Group complies with statutory
notice periods in the countries
where it operates

403-1 Occupational health andsafety management system

4.5.2.2 Employee health and safety403-2 Hazard identification,risk assessment and incident
investigation

4.5.2.2 Employee health and safety403-3 Occupational
health services

4.5.2.2.2 Health at work

403-4 Worker participation,
consultation andcommunication on
occupational health and safety

4.5.2.2 Employee health and safety403-5 Worker training on
occupational health and safety

4.6.1.4.1 Training policy
4.5.1.3 Safety and environmental culture403-6 Promotionof worker health4.5.2.2.3 Medical care403-7 Prevention andmitigation of occupational
health and safety impacts
directly linked by business
relationships

4.5.2.2 Employee health and safety

403-8 Workers covered by an
occupational health and safety
management system

4.5.1.2 Management system and audits403-9 Work-related injuries

4.5.2.2.1 Personal safety/Recordable
injury rate

403-10 Work-related ill-health4.5.2.2.4 Occupational illnesses

404-1 Average hours of training
per year per employee

4.6.1.4.1 Training policy

404-2 Programs for upgrading
employee skills and transition
assistance programs

4.6.1.4.1 Training policy
4.6.1.4.2 Talent development

GRI 402: Labor/
Management
Relations – 2016

GRI 403:
Occupational
health and safety– 2018

GRI 404: Training
and education –2016

Requirement(s)omittedReasonDisclosure

Explanation

404-3 Percentage of employees 4.6.1.4.1 Training policy
receiving regular performance
4.6.1.4.2 Talent development
and career development reviews
405-1 Diversity of governance
GRI 405: Diversity bodies and employees
and equal405-2 Ratio of basic salary
opportunity –and remuneration of women2016
to men4.6.1.7 Diversity, inclusion, equal
opportunity and equal treatment
4.7.5 Indicators

GRI 406: Nondiscrimination –2016406-1 Incidents of discrimination 4.6.2.3 Control processes
and corrective actions taken
and disciplinary action
4.6.3 Human rights

GRI 407: Freedomof associationand collective
bargaining – 2016407-1 Operations and suppliers
in which the right to freedomof association and collective
bargaining may be at risk

GRI 408: Childlabor – 2016408-1 Operations and suppliers 4.6.3 Human rights
at significant risk for incidents
of child labor

GRI 409: Forced
or compulsory
labor – 2016409-1 Operations and suppliers 4.6.3 Human rights
at significant risk for incidents
of forced or compulsory labor

4.6.1.8 Active social dialogue
with employee representatives

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Omission
GRI Standard/
other source

Disclosure

Location

GRI 410: Security
practices – 2016

410-1 Security personnel
4.6.3 Human rights
trained in human rights policies
or procedures

GRI 411: Rights ofIndigenous
Peoples – 2016

411-1 Incidents of violations
involving rights of indigenous
peoples

4.6.3 Human rights
4.6.6.2 Corporate citizenship412-1 Operations that have
4.1.6 Duty of care plan/Human rights
been subject to human rights
and fundamental freedoms
reviews or impact assessments 4.6.3 Human rights
GRI 412: Humanrightsassessment –2016

GRI 413: Local
communities –2016

GRI 414: Suppliersocialassessment –2016
GRI 415: Public
policy – 2016412-2 Employee training
on human rights policies
or procedures

4.6.3 Human rights

412-3 Significant investment
agreements and contracts that
include human rights clausesor that underwent humanrights screening

4.1.2 CSR governance/Integration of CSR
into the Group’s organic and external
growth projects

413-1 Operations with local
community engagement,
impact assessments,
and development programs

4.6.6 Community engagement413-2 Operations withsignificant actual and potential
negative impacts on local
communities

4.6.6 Community engagement414-1 New suppliers that werescreened using social criteria

4.1.6 Duty of care plan
4.6.4.3 Selection of suppliers
and subcontractors

414-2 Negative social impacts
in the supply chain and actions
taken

4.1.6 Duty of care plan
4.6.4.3 Selection of suppliers
and subcontractors

415-1 Political contributions

4.6.5 Advocacy

416-1 Assessment of the health 4.2.4.1 Responsible productand safety impacts of product stewardship policy
and service categories

GRI 416:
Customer health 416-2 Incidents ofand safety – 2016 non‑compliance concerning
the health and safety impacts
of products and services

4.2.4.1 Responsible productstewardship policy

417-1 Requirements for product 4.2.4.2 Regulatory product management
and service information
4.2.4.3 Product informationand labeling
GRI 417:
Marketing andlabeling – 2016417-2 Incidents of
non‑compliance concerning
product and service
information and labeling

4.2.4.3 Product information

417-3 Incidents of
non‑compliance concerningmarketing communications

4.2.4.3 Product information

418-1 Substantiated complaints 4.6.2.4 Personal data protection
GRI 418:
concerning breaches
4.6.2.5 Whistleblowing system
Customer privacyof customer privacy and losses– 2016of customer data
GRI 419:
Socioeconomic
compliance –
2016

272

419-1 Non-compliance4.6.3 Human rights
with laws and regulationsin the social and economic area

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Requirement(s)omittedReasonExplanation

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Reporting methodology

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4.7.8 SASB cross-reference table
SASB – CHEMICALSResource Processing Sector, Version 2018-10
The SASB standards were established to help companies better identify, manage, and communicate financially relevant
sustainability information to investors. They identify the most relevant environmental, social and governance (ESG) issues for
77 business sectors.
The following cross-reference table has been prepared to provide a better understanding of Arkema’s performance against
these standards.
Disclosures
Sectionof thisdocument

CDP
questions2023

Comments

GREENHOUSE GAS EMISSIONS
RT-CH-110a.1

Gross global Scope 1 emissions

4.4.3.1

Percentage covered under emissions-limiting regulations
RT-CH-110a.2

Discussion of long-term and short-term strategy or plan to manage
Scope 1 emissions, emissions reduction targets, and an analysis
of performance against those targets

C11.1b
4.4.1

AIR QUALITY
RT-CH-120a.1

Air emissions of the following pollutants:
NOx (excluding N2O)

4.5.3.2

SOX

4.5.3.2

Volatile organic compounds (VOCs)

4.5.3.2

Hazardous air pollutants (HAPs)

Not disclosed

ENERGY MANAGEMENT
RT-CH-130a.1

Total energy consumed

4.4.3.2

Percentage grid electricity

4.4.3.2

Percentage renewable

4.4.3.2

C8.2a

Reported in TWh

C8.2d, C8.2e

Total self-generated energy

Not disclosed

WATER MANAGEMENT
RT-CH-140a.1

Total water withdrawn

4.3.3.2

Total water consumed
Percentage of each in regions with High or Extremely HighBaseline Water Stress
RT-CH-140a.2

Number of incidents of non-compliance associated with water quality
permits, standards, and regulations

RT-CH-140a.3

Description of water management risks and discussion of strategies
and practices to mitigate those risks

W1.2b

Partially disclosed

4.3.3.2
Not disclosed
4.3.3.2

Partially disclosed

HAZARDOUS WASTE MANAGEMENT
RT-CH-150a.1

Amount of hazardous waste generated

4.3.3.4

Percentage recycled

4.3.3.4

COMMUNITY RELATIONS
RT-CH-210a.1

Discussion of engagement processes to manage risks
and opportunities associated with community interests

4.1.3
4.6.6
4.5.1.2
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Disclosures
Sectionof thisdocument

CDP
questions2023

Comments

WORKFORCE HEALTH & SAFETY
RT-CH-320a.1

RT-CH-320a.2

Total recordable injury rate (TRIR)

4.5.2.2.1

Fatality rate for (a) direct employees and (b) contract employees

4.5.2.2.1

Description of efforts to assess, monitor, and reduce exposure of
employees and contract workers to long-term (chronic) health risks

4.5.1
4.5.2.2

Reported
per million hours
workedPRODUCT DESIGN FOR USE-PHASE EFFICIENCY
RT-CH-410a.1

Revenue from products designed for use-phase resource efficiency

4.2.3

SAFETY & ENVIRONMENTAL STEWARDSHIP OF CHEMICALS
RT-CH-410b.1

RT-CH-410b.2

Percentage of products that contain Globally Harmonized System of
4.2.4.2
Classification and Labeling of Chemicals (GHS) Category 1 and 2 Healthand Environmental Hazardous Substances

Reported on thebasis of SVHC
substances subject
to REACH
authorization or on
the REACH
candidate list

Percentage of such products that have undergone a hazard
assessment

Not disclosed

Discussion of strategy to (1) manage chemicals of concern
and (2) develop alternatives with reduced human and/or
environmental impact

4.2.4
4.2.3

GENETICALLY MODIFIED ORGANISMS
RT-CH-410c.1

Percentage of products by revenue that contain genetically modified
organisms (GMOs)

Not disclosed

MANAGEMENT OF THE LEGAL & REGULATORY ENVIRONMENT
RT-CH-530a.1

Discussion of corporate positions related to government regulations
and/or policy proposals that address environmental and social factors
affecting the industry

2.1.2

OPERATIONAL SAFETY, EMERGENCY PREPAREDNESS & RESPONSE
RT-CH-540a.1

Process Safety Incidents Count (PSIC)
Process Safety Total Incident Rate (PSTIR)

RT-CH-540a.2

Not disclosed
4.5.2.3

Process Safety Incident Severity Rate (PSISR)

Not disclosed

Number of transport incidents

Not disclosed

ACTIVITY METRICS
RT-CH-000.A

274

Production by reportable segment

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Corporate social responsability
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4.7.9 Independent third-party opinion pursuant toarticles L. 225-102-1 and L. 22-10-36 of the French
Commercial Code
Report of one of the Statutory Auditors, appointed as independent third party,on the verification of the consolidated non-financial statement
This is a free English translation of the Statutory Auditor's report issued in French and is provided solely for the convenience ofEnglish-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.

Year ended December 31st 2023
To the Annual General Meeting,In our capacity as Statutory Auditor of your company (hereinafter the “Entity”) appointed as independent third party, andaccredited by the French Accreditation Committee (COFRAC) under number 3-1884 (12), we have undertaken a limited assurance
engagement on the historical information (observed or extrapolated) in the consolidated non-financial statement, prepared inaccordance with the entity’s procedures (hereinafter the “Guidelines”), for the year ended December 31st, 2023 (hereinafter the“Information” and the “Statement” respectively), presented in the Group’s management report pursuant to the legal andregulatory provisions of Articles L. 225-102-1, R. 225-105, and R. 225-105-1 of the French Commercial Code (Code de commerce).

Conclusion
Based on the procedures we performed as described under the “Nature and scope of procedures” paragraph and the evidence
we obtained, nothing has come to our attention that causes us to believe that the consolidated non-financial statement is notprepared in accordance with the applicable regulatory provisions and that the Information, taken as a whole, is not presented
fairly in accordance with the Guidelines in all material respects.

Preparation of the non-financial performance statement
The absence of a commonly used generally accepted reporting framework or of a significant body of established practices on
which to draw to evaluate and measure the Information allows for different, but acceptable, measurement techniques that canaffect comparability between entities and over time.
Consequently, the Information needs to be read and understood together with the Guidelines, summarized in the Statement.

Inherent limitations in preparing the Information
As stated in the Statement, the Information may be subject to uncertainty inherent to the state of scientific and economic
knowledge and the quality of external data used. Some information is sensitive to the choice of methodology and theassumptions or estimates used for its preparation and presented in the Statement.

Responsibility of the Entity
Management of the Entity is responsible for:• selecting or establishing suitable criteria for preparing the Information,• preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, adescription of the main non-financial risks, a presentation of the policies implemented considering those risks and theoutcomes of said policies, including key performance indicators, and the information set out in Article 8 of Regulation (EU)2020/852 (Green Taxonomy),• preparing the Statement by applying the entity’s “Guidelines” as referred above, and• designing, implementing, and maintaining internal control over information relevant to the preparation of the Information thatis free from material misstatement, whether due to fraud or error.
The Statement has been prepared by the Management Board.

Responsibility of the Statutory Auditor appointed as independent third party
Based on our work, our responsibility is to provide a report expressing a limited assurance conclusion on:• The compliance of the Statement with the requirements of Article R. 225-105 of the French Commercial Code,• The fairness of the historical information (observed or extrapolated) provided pursuant to part 3 of sections I and II of Article
R. 225-105 of the French Commercial Code, i.e., the outcome of policies, including key performance indicators, and measuresrelating to the main risks.
As we are engaged to form an independent conclusion on the Information as prepared by management, we are not permitted to
be involved in the preparation of the Information as doing so may compromise our independence.
(12)

Accreditation Cofrac Inspection, number 3-1884, scope available at www.cofrac.fr

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It is not our responsibility to report on:• the entity's compliance with other applicable legal and regulatory provisions (particularly with regard to the information setout in Article 8 of Regulation (EU) 2020/852 (Green Taxonomy), the French Duty of care law, and provisions against corruption
and tax evasion law),• the fairness of information set out in Article 8 of Regulation (EU) 2020/852 (Green Taxonomy),• the compliance of products and services with applicable regulations.

Applicable regulatory provisions and professional guidance
We performed the work described below in accordance with Articles A. 225-1 et seq. of the French Commercial Code, the professional
guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicableto such engagements, in particular the professional guidance issued by the Compagnie Nationale des Commissaires aux
Comptes, “Intervention du commissaire aux comptes - Intervention de l’OTI - Déclaration de performance extra-financière” acting
as the verification program, and with the International Standard ISAE 3000 (revised) (13).

Independence and quality control
Our independence is defined by the provisions of Article L. 822-11 of the French Commercial Code and the French Code of
Ethics for Statutory Auditors (Code de déontologie) of our profession. In addition, we have implemented a system of quality
control including documented policies and procedures aimed at ensuring compliance with applicable legal and regulatory
requirements, ethical requirements and the professional guidance issued by the French Institute of Statutory Auditors(Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.

Means and resources
Our work engaged the skills of seven people between September 2023 and February 2024 and took a total of ten weeks.
We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We conducted
some interviews with the people responsible for preparing the Statement.

Nature and scope of procedures
We are required to plan and perform our work to address the areas where we have identified that a material misstatement of
the Information is likely to arise.
The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagement on
the Information:• We obtained an understanding of all the consolidated entities’ activities, and the description of the main related risks,• We assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality
and understandability, taking into account, where appropriate, best practices within the sector,• We verified that the Statement includes each category of social and environmental information set out in article
L. 225-102-1 III of the French Commercial Code as well as information regarding compliance with human rights, anti-corruption
and tax avoidance legislation, and includes, where applicable, an explanation for the absence of the information required underarticle L. 225-102-1 III, paragraph 2 of the French Commercial Code,• We verified that the Statement provides the information required under article R. 225-105 II of the French Commercial Code,where relevant with respect to the main risks;• We verified that the Statement presents the business model and a description of main risks associated with all the
consolidated entities’ activities, including where relevant and proportionate, the risks associated with their business relationships,
products or services, as well as policies, measures and the outcomes thereof, including key performance indicators related tothe main risks,• We verified that the Statement includes a clear and motivated explanation of the reasons for the absence of policies
implemented considering one or more of these risks required under Article R.225-105 I of the French Commercial Code,• We referred to documentary sources and conducted interviews to:• assess the process used to identify and confirm the main risks as well as the consistency of the outcomes, including the
key performance indicators used, with respect to the main risks and the policies presented,• corroborate the qualitative information (measures and outcomes) that we considered to be the most important presented in
the Appendices. Concerning certain risks (14) , our work was carried out on the consolidating entity, for the other risks, ourwork was carried out on the consolidating entity and on a selection of entities (15).
• We verified that the Statement covers the consolidated scope, i.e. all the entities within the consolidation scope inaccordance with Article L. 233-16 of the French Commercial Code, within the limitations set out in the Statement,

(13)
(14)

(15)

276

ISAE 3000 (revised) – Assurance engagements other than audits or reviews of historical financial information.
Ethics and compliance risks, including those relating the fight against corruption; Human rights risk; Risk of social and environmental
default by suppliers and subcontractors.
Arkema France, including the Feuchy and Jarrie sites; Bostik S.A.; the Clear Lake and Beaumont sites (United States) of Arkema Inc;
the Becancour site (Canada) of Arkema Canada Inc; the Hengshui - Casda site (China) of Casda Biomaterials Co Ltd and the Changshu- Env site (China) of Arkema Changshu Chemicals Co Ltd.

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4• We obtained an understanding of internal control and risk management procedures the entity implemented, and assessed thedata collection process aimed at ensuring the completeness and fairness of the Information,• For the key performance indicators and other quantitative outcomes that we considered to be the most important, presented
in the Appendices, we implemented:• analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in thosedata,• tests of details, using sampling techniques, in order to verify the proper application of definitions and procedures andreconcile the data with supporting documents. This work was carried out on a selection of contributing entities(14) andcovers between 16% and 100% of the consolidated data relating to the key performance indicators and outcomesselected for these tests,• We assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities’ activities.
The procedures performed in a limited assurance review are less in extent than for a reasonable assurance opinion inaccordance with the professional guidance of the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires
aux Comptes), a higher level of assurance would have required us to carry out more extensive procedures.
Paris La Défense, 28 février 2024
KPMG S.A.
Eric Dupré

Fanny Houlliot

Partner

ESG Expert
ESG Center of Excellence

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Appendix
Qualitative information (actions and results) considered most important
Measures of employee commitment and satisfaction
Policies and actions to promote the circular economy
Measures to reduce compliance and business ethics risks
Measurement of environmental footprint and initiatives to protect biodiversity
Measures to manage the risk of industrial accidents that could have an impact on employee safety
Investment in safety, the environment and the maintenance of industrials facilities
Measures to reduce the carbon footprint of the Group’s direct activities
Initiatives to promote innovation and the development of responsible products and services

Key performance indicators and other quantitative results considered most important
Total headcount as of 31st December, and breakdown by age, gender and geographical area
Percentage of women in senior management and executive positions
Average number of training hours per employee per year
Percentage of non-French nationals in senior management and executive positions
Equal pay between men and women
Percentage of employees benefiting from personnel representation and/or trade union representation
Percentage of employees benefiting from regular medical check-ups
Total Recordable Injury Rate (TRIR)
Lost Time Injury Rate (LTIR)
Process Safety Event Rate (PSER)
Percentage of sites audited according to Arkema Integrated Management System (AIMS) standards
Net energy purchases
Volatile Organic Compounds emissions (VOC)
Total water withdrawn
Chemical Oxygen Demand (COD)
Percentage of recovered waste (hazardous + non-hazardous)
Scope 1 and Scope 2 greenhouse gases emissions
Scope 3 greenhous gases emissions
Percentage of sales from products made from renewable or recycled raw materials
Percentage of patent applications filed during the year relating to sustainable development
Percentage of ImpACT+ sales
Percentage of sales covered by life-cycle assessment
Percentage of purchasing spend with relevant suppliers covered by a Together for Sustainability (TfS) assessment

4.7.10 Contacts
See section 8.2 of this document.

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FINANCIAL
AND ACCOUNTING
INFORMATION
Consolidated financial

5.1

Comments and analysis
on the consolidated financial
statements |AFR|

280

5.1.1

Indicators used in management analysis

280

consolidated financial statements

5.1.2 Impact of seasonality

280

5.3.2 Consolidated financial statements

5.1.3 Impact of changes to accounting standards

280

5.1.4 Description of the main factors which

affected sales and results in the period

5.3 statements |AFR|

5.3.1 Statutory auditors’ report on theat 31 December 2023

5.3.3 Notes to the consolidated financial
statements at 31 December 2023

282

5.1.6 Analysis of results by business segment283

5.4 financial statements |AFR|

5.1.7 Group cash flow analysis

286

5.4.1 Statutory auditors’ report

5.1.8 Financing sources288

5.1.9 Balance sheet analysis

289

Company’s annual

on the financial statements

5.4.2 Parent company financial statements
at 31 December 2023

5.4.3 Notes to the parent company

5.2 Trends and outlook

291

5.2.1 Trends |AFR|

291

5.2.2 Outlook |AFR|

292

approval date

293
297
301

281

5.1.5 Group income statement analysis

5.2.3 Subsequent events after the accounts

293

292

financial statements

354
354
358
361

5.4.4 Information on Company payment terms(articles R. 441-6-1 and D. 441-4
of the French Commercial Code)372

5.4.5 Results of the Company in the last five years(articles R. 225-81, R. 225-83 and R. 225-102of the French Commercial Code)Information on Arkema’s

5.5 Green Bond issue

373

374

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

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5

Financial and accounting information
Reporting methodology

5.1

Comments and analysis on the consolidated
financial statements

This section should be read jointly with the notes to theconsolidated financial statements at 31 December 2023 insection 5.3.3 of this chapter, and in particular with theaccounting policies described in the various notes.

5.1.1

All figures contained in this section are provided on aconsolidated basis and in accordance with the Group’s
organization into four business segments.

Indicators used in management analysis

The main alternative performance indicators used by the Groupare defined in note 4 to the consolidated financial statements
at 31 December 2023 in section 5.3.3 of this chapter.

rates from one period to another. The currency effect is
calculated by applying the foreign exchange rates of theprior period to the figures for the period under review;

When analyzing changes in its results, and more particularlychanges in its sales, the Group identifies the impact of thefollowing effects (such analysis is unaudited):• price effect: the impact of changes in average selling
prices is estimated by comparing the weighted average net
unit selling price of a range of related products in the
period under review with their weighted average net unit
selling price in the prior period, multiplied, in both cases,by the volumes sold in the period under review; and• scope effect: the scope effect corresponds to the impact
of changes in the Group’s scope of consolidation, whicharise from acquisitions and divestments of entire businesses,
or as a result of the first-time consolidation or deconsolidationof entities. Increases or reductions in capacity are not includedin the scope effect;• currency effect: the currency effect corresponds to themechanical impact of consolidating accounts denominatedin currencies other than the euro at different exchange• volume effect: the impact of changes in volumes is estimatedby comparing the quantities delivered in the period underreview with the quantities delivered in the prior period,
multiplied, in both cases, by the weighted average net unit
selling price in the prior period.

5.1.2 Impact of seasonality
Due to the standard pattern of its business, the Group is
exposed to seasonal effects. For example:• demand for products manufactured by the Group is generally
weaker around February in China due to Chinese New Year,as well as in the summer months and in December,notably as a result of the slowdown in industrial activity
during these months, particularly in France and Europe;• in some of the Group’s businesses, particularly those serving
the paint and coatings as well as the refrigeration andair‑conditioning markets, sales are generally higher in thefirst half of the year than in the second half. By contrast, inadhesives, both halves of the year are more balanced; and• major multi-annual maintenance turnarounds at theGroup’s production plants, which are generally carried out
in the second half of the year, also have an impact on
seasonality.
These seasonal effects observed in the past are not necessarily
representative of future trends, but can have a material effecton changes in results and working capital from one quarterof the year to the next. They can also be impacted by very
specific contexts such as the Covid-19 crisis or any otherexceptional changes in geopolitical or macroeconomic situations.

5.1.3 Impact of changes to accounting standards
Changes to accounting standards and any related impacts are disclosed in note 2 “Accounting policies and new standards” tothe consolidated financial statements at 31 December 2023 in section 5.3.3 of this chapter.

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Financial and accounting information
Reporting methodology

5

5.1.4 Description of the main factors which affected sales
and results in the period
The global economy, which recorded very high inflation inraw 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 of 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 thediversity 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%.
This solid financial performance was attributable in varying
degrees to a number of factors, in particular:• a context of low volumes, marked by softer underlying
demand and destocking, first in Europe and then spreading
to other regions of the world, albeit subsided in the second
half of the year in Adhesive Solutions;• the progressive normalization of market conditions in
upstream acrylics and PVDF after an exceptional 2022,with an estimated impact on Specialty Materials EBITDA of€400 million in that year;• lower prices for certain raw materials and energy, which led
to a gradual adjustment of selling prices for some productlines, mainly in the second half of the year;• the product mix improvement towards higher value-added
solutions, Specialty Materials representing 92% of the Group’s
sales in 2023, leading to a solid EBITDA margin of 15.8%
despite the weaker macroeconomic environment. In 2023,
the Group continued its organic growth projects, and in 2024
will notably benefit from the ramp-up of its new bio-based
Polyamide 11 capacities in Singapore, the supply of hydrofluoric
acid for its fluorinated activities in the United States inpartnership with Nutrien, the increase in Pebax® elastomer
capacity in France for the sports and electronics segments,
and the start-up of its new-generation fluorospecialty 1233zd
unit in the United States for the building insulation andbattery markets;• contrasting dynamics in the various Specialty Materials
product lines, with Adhesive Solutions and Performance
Additives reporting good growth in the second half;• ongoing favorable market conditions for refrigerant gases
in 2023;• an environment in China remaining unfavorable, with theeconomy failing to rebound after Covid measures were lifted;• the appreciation of the euro against the US dollar andChinese yuan, which had a 2.2% negative currency effecton sales; and• strict management of working capital in a context of low
volumes, resulting in positive cash flow for the year, andtight control of capital expenditure. Consequently, the EBITDA
to cash conversion rate came in at 50.7%, and net debt
remained below 2x EBITDA of the year, taking into accountcash outflows from portfolio management operations of€708 million, mainly reflecting the acquisition of the 54%
stake in PI Advanced Materials.

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Reporting methodology

5.1.5

Group income statement analysis(In millions of euros)

2023

Sales
Operating expenses

2022

Change9,514

11,550-17.6%(7,554)(8,970)-15.8 %

Research and development expenses

(275)

(270)

+1.9%

Selling and administrative expenses

(874)

(868)

+0.7%

Other income and expenses

(130)

(155)

Operating income

681

1,287

Equity in income of affiliates

(9)

(6)

-47.1%

Financial result

(70)

(61)

+14.8%

Income taxes

(177)

(254)

-30.3 %Net income

425

966

-56.0%

7

1

Net income attributable to non-controlling interests
Net income – Group share

418

965

-56.7%EBITDA

1,501

2,110

-28.9%

Recurring operating income (REBIT)

939

1,560

-39.8%

Adjusted net income

653

1,167

-44.0%

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 andenergy resisted much better, and the dynamic remained
positive in high performance solutions addressing sustainablemegatrends, particularly in new energies, bio-based andrecycled products, as well as in the areas of energy efficiency
and materials lightweighting. The negative 6.1% price effectreflects the decline of certain raw materials and thenormalization of PVDF and upstream acrylics relative to theparticularly 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%, andincluded mainly two months’ additional contribution from
Ashland’s adhesives business and three small acquisitions,partially offset by the divestment of Febex at the beginningof 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, recurring operating income and operating income
At €1,501 million (€2,110 million in 2022), EBITDA held up wellin view of the economic context, while reflecting the absenceof 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 growthin the second half of the year, driven by the product mix,
dynamic management of sales prices and continued operational
excellence actions.

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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).

Financial and accounting information
Reporting methodology

At €681 million, operating income is therefore down comparedwith prior year (€1,287 million in 2022), and included:• €7,554 million in operating expenses, down 15.8% on 2022(€8,970 million), mainly reflecting the decline in volumes ina weaker macroeconomic context as well as a decrease in
raw materials costs, and to a lesser extent the depreciationof the dollar and Chinese yuan against the euro. The impact of
the scope evolution remains limited. It included the integrationof Ashland's performance adhesives over two additional months,
the additional contribution on the full year of Polimeros
Especiales and Permoseal, as well as the acquisitions of
Polytec PT in June and PIAM in December, partially offset
by the disposal of Febex. Operating expenses included €128
million in depreciation and amortization resulting from therevaluation of property, plant and equipment and intangible
assets as part of the allocation of the purchase price ofbusinesses. This figure was up €10 million on 2022, reflecting
mainly the impact of the additional contribution on the fullyear of bolt-on acquisitions carried out in 2022;

5• research and development expenses, virtually stable at€275 million (€270 million in 2022), representing 2.9% ofGroup sales; and• selling and administrative expenses also virtually stable at€874 million (€868 million in 2022), with inflation offset bya favorable currency effect.
Lastly, operating income 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 theyear partly offset by the capital gain on the disposal of
Febex, as well as start-up costs for the Singapore platform.

Financial result
The financial result 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.

Income taxes
In line with the evolution of the Group's operating performance compared to 2022, the net income tax expense decreased
compared to 2022 and was €177 million in 2023 (€254 million in 2022). Excluding exceptional items, the tax rate amounted to
21% of recurring operating income, as in 2022.
At end-2023, unrecognized deferred tax assets amounted to €480 million.

Net income – Group share and adjusted net income
Consequently, 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).

5.1.6 Analysis of results by business segment
5.1.6.1 Adhesives Solutions(In millions of euros)

2023

2022

Change

Sales

2,714

2,898

-6.3%

380

366

+3.8%

14.0%

12.6%

EBITDAEBITDA margin
Recurring operating income (REBIT)

293

288

10.8%

9.9%

Other income and expenses

(32)

(63)

Depreciation and amortization related to the revaluation of assets
as part of the allocation of the purchase price of businesses

(102)

(95)

Operating income

159

130

REBIT margin

2023 Universal Registration Document+1.7%+22.3%

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Financial and accounting information
Reporting methodology

Sales in the Adhesive Solutions segment fell by 6.3% comparedwith 2022 to €2,714 million. This figure reflects mainly a 7.5%
reduction in volumes linked to weak demand as well as todestocking in the construction sector and certain industrial
markets, which nevertheless subsided in the second half ofthe year. Sales also included a negative 2.8% currency effect.
The price effect was slightly positive over the year, amounting
to 0.9%, and reflected on the one hand, during the first partof the year, the increased sales prices implemented in 2022
in response to cost inflation, and on the other hand, a negative
price effect in the second half linked to the normalization ofcertain raw materials. The 3.1% positive scope effect corresponds
to the integration of Polytec PT and Permoseal, as well as tothe additional contribution from Ashland’s adhesives businessin the first two months of the year.
Recording robust growth of 16% in the second half of the year,
EBITDA grew 3.8% in 2023 compared to 2022 and reached€380 million. This higher year-on-year performance despite
lower volumes, reflects the dynamic management of sales prices
in an evolving environment of raw materials, as well as operational
excellence and cost control actions. It also incorporates thecontribution of acquisitions.

EBITDA margin improved significantly by 140 bps to 14.0%, also
benefiting from the evolution in the product mix towards
higher value-added applications.
Recurring operating income (REBIT) was up by 1.7% year on
year to €293 million (€288 million in 2022). This figure includes€87 million in recurring depreciation and amortization, up on 2022(€78 million) reflecting essentially the integration of acquisitions.
Operating income rose by 22.3% to €159 million (€130 million
in 2022), including a €32 million net charge for other income
and expenses mainly related to restructuring costs, down
compared to prior year, which included costs relating to theacquisition of Ashland's adhesives. Operating income also
includes €102 million in depreciation and amortization related
to the revaluation of assets carried out as part of the allocationof the purchase price of businesses (€95 million in 2022).

5.1.6.2 Advanced Materials(In millions of euros)

2023

2022

Sales

3,562

4,341

-17.9%EBITDA

666

941-29.2%

18.7%

21.7%

366

663

EBITDA margin
Recurring operating income (REBIT)REBIT margin

10.3%

15.3%

Other income and expenses

(81)

(79)

Depreciation and amortization related to the revaluation of assets
as part of the allocation of the purchase price of businesses

(19)

(18)

Operating income

266

566

At €3,562 million, sales of the Advanced Materials segment
were down by 17.9% year on year. Reflecting lower demand,
volumes declined by 8.0%, also impacted by destocking, mostly
in the first half for High Performance Polymers, and throughout
the whole year for Performance Additives, mainly in Europe.
The business areas linked to sustainable megatrends grew,
notably new energies and bio-based and recycled products,
and the automotive and energy markets remained well oriented.
In the second half of the year, High Performance Polymers
volumes were up relative to the prior year, supported inparticular by higher demand in batteries in China. The price effect
was a negative 7.2%, essentially reflecting the normalizationof PVDF in batteries following the significant tightness
observed in the prior year. For the segment's other activities,
the price effect was broadly positive, demonstrating thestrength of their positioning and an improved product mix
towards higher value-added solutions. The scope effect was anegative 0.6%, corresponding to the divestment of Febex, andthe currency effect was a negative 2.1%.

2842023 Universal Registration Document

Change-44.8%-53.0%In this context, EBITDA of €666 million was down 29.2%
relative to the prior year’s particularly high comparison base.
Driven by significant growth in the second half, EBITDA for
Performance Additives was up year on year despite lower
volumes, supported by growth in high value-added applications
in areas linked to sustainable megatrends, in particular newenergies. The segment's EBITDA margin thus came to 18.7%
versus 21.7% in 2022.
In line with the increase in EBITDA, recurring operating
income (REBIT) represented €366 million versus €663 million
in 2022, and included €300 million in recurring depreciation
and amortization expense (€278 million in 2022).
Operating income totaled €266 million (€566 million in 2022).
It included a net charge of €81 million for other income andexpenses, corresponding mainly to start-up costs for theSingapore platform and acquisition costs. Operating income
also included €19 million in depreciation and amortization
related to the revaluation of assets carried out as part of
the allocation of the purchase price of businesses (€18 million
in 2022).

Financial and accounting information
Reporting methodology

5

5.1.6.3 Coating Solutions(In millions of euros)

2023

2022

Sales

2,402

3,250

-26.1%EBITDA

327

593-44.9%

13.6%

18.2%

201

466

8.4%

14.3%

EBITDA margin
Recurring operating income (REBIT)REBIT margin
Other income and expenses(3)—

Depreciation and amortization related to the revaluation of assets
as part of the allocation of the purchase price of businesses

(7)

(5)

Operating income

191

461

Sales of the Coating Solutions segment fell sharply by 26.1%
year on year and amounted to €2,402 million, around 30% of
which were in acrylic monomers. Volumes in this segment
were down 12.4% overall, reflecting subdued demand anddestocking in Europe and the United States in the decorative
paints and industrial markets. The price effect of negative
13.1% reflects mainly the progressive normalization of market
conditions in upstream acrylics after an exceptional 2022, as
well as the pass-through of certain lower raw material prices
in downstream product lines. The scope effect of positive
0.7% is linked to the integration of Polimeros Especiales, andthe currency effect was limited at a negative 1.3%.

Change-56.9%-58.6%In this context of low volumes, EBITDA margin held up
relatively well at 13.6% (18.2% in 2022).
Recurring operating income (REBIT) therefore totaled €201 million(€466 million in 2021), and includes recurring depreciation
and amortization of €126 million (€127 million in 2022).
In line with the evolution of REBIT, operating income amounted
to €191 million (€461 million in 2022) and included a €7 million
expense related to the revaluation of assets carried out as partof the allocation of the purchase price of businesses, including
a slight increase relating to the full-year consolidation ofPolimeros Especiales.

In this context, EBITDA declined 44.9% on 2022 to €327 million.
Downstream activities nevertheless held up better than
upstream acrylics , driven by the benefits of an improved productmix towards higher value-added solutions and by dynamic
price management.

5.1.6.4 Intermediates(In millions of euros)

2023

2022

Change

Sales

797

1,020

-21.9%EBITDA

213

306-30.4%

26.7%

30.0%

170

245

EBITDA margin
Recurring operating income (REBIT)REBIT margin

21.3%

24.0%

Other income and expenses—

23

Depreciation and amortization related to the revaluation of assets
as part of the allocation of the purchase price of businesses——

Operating income

170

268

At €797 million, sales in the Intermediates segment fell by
21.9% year on year, impacted by an 18.7% drop in volumes
linked notably to low demand for acrylics in Asia. The priceeffect was a positive 0.1%, reflecting good momentum forrefrigerant gases in Europe and the United States, which
offset less favorable market conditions for acrylics in Asia.
The currency effect was a negative 3.3%.

-30.6%-36.6%

Recurring operating income (REBIT) totaled €170 million(€245 million in 2022), and included €43 million in recurring
depreciation and amortization (€61 million in 2022).
Operating income was identical to REBIT at €170 million,
compared with €268 million in 2022, which included €23 million
in other income and expenses relating mainly to the proceedsfrom the finalization of the PMMA divestment in Asia.

In this context, EBITDA declined by 30.4% to €213 million and
EBITDA margin remained at a high level of 26.7% (30.0% in 2022).

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Reporting methodology

5.1.7 Group cash flow analysis(In millions of euros)

2023

2022

Cash flow from operating activities

1,272

1,496

Cash flow from investing activities(1,355)(2,341)

Net cash flow

(83)

(845)

Of which net cash flow from portfolio management operations(708)(1,629)

Free cash flow

625

784

Of which exceptional capital expenditure

(26)

(123)

Of which non-recurring cash flow

(110)

(26)

Recurring cash flow

761

933

(In millions of euros)

2023

2022

EBITDA

1,501

2,110

Taxes

(184)

(326)

Cash items included in the financial result

(53)

(71)

Change in working capital (1)

170

(153)

EBITDA can be reconciled to free cash flow as follows:

Change in fixed asset payables (2)

(43)

(23)

Recurring capital expenditure

(608)

(584)

Other

(22)

(20)

Recurring cash flow

761

933

Exceptional capital expenditure

(26)

(123)

Non-recurring cash flow

(110)

(26)

Free cash flow

625

784

(1)

Excluding flows related to non-recurring items and portfolio management operations. These items represented a net cash outflow of €12 million in 2023.
These items represented a net cash inflow of €16 million in 2022.
(2) Excluding flows related to non-recurring items and portfolio management operations. These items represented a net cash outflow of €2 million in 2023
(nil amount in 2022).

In 2023, net cash flow represented a net outflow of€83 million (versus a net outflow of €845 million in 2022),
and included a net outflow of €708 million from portfolio
management operations, corresponding to the acquisition of
a 54% controlling interest in PIAM and the acquisition of
Polytec PT, partly offset by the sale of Febex. In 2022, thisnegative cash flow amounted to €1,629 million, and essentially
included the acquisition of Ashland's performance adhesives
as well as the bolt-on acquisitions of Permoseal and Polimeros
Especiales.
Consequently, free cash flow corresponding to net cash flow
excluding the impact of portfolio management operations,reached the high level of €625 million for the year(€784 million in 2022), and includes recurring cash flow of€761 million and non-recurring items representing a net cash
outflow of €136 million.
This recurring cash flow of €761 million was down by 18.4%
relative to the very high comparison base in the prior year,
reflecting:• the resilience of the Group's operating performance in 2023
in a weaker macroeconomic context;• a €170 million reduction in working capital over the year(€153 million increase in 2022), reflecting the price effectand strict inventory management;

286

2023 Universal Registration Document• a decrease in taxes paid, in line with the evolution of theGroup’s operating performance compared to 2022;• tight control of recurring capital expenditure totalling€608 million (€584 million in 2022); and• a favorable movement in “Change in fixed asset payables”
compared with 2022, mainly due to timing effects ofexpenditures.
Calculated based on recurring cash flow, the EBITDA to cash
conversion rate was 50.7%, higher than the Group’s target of40%.
Exceptional items represented a net cash outflow of€136 million in 2023 (€149 million net outflow in 2022),
including a non-recurring cash outflow of €110 million in 2023,
corresponding mainly to start-up costs for the Singapore
platform and restructuring costs in order to adapt the cost
structure to the economic context. These exceptional items
included also a net cash outflow of €26 million linked to thebio-based polyamides project in Singapore and thehydrofluoric acid supply project with Nutrien in the UnitedStates (€123 million outflow in 2022).

Financial and accounting information
Reporting methodology

5

CAPITAL EXPENDITURE OVER THE PAST THREE YEARS(In millions of euros)

2023

2022

2021

Total intangible assets and property, plant and equipment additions

634

707

763

Of which recurring capital expenditure

608

584

506

Recurring capital expenditure as a % of Group sales

6.4%

5.1%

5.3%

26

123

252

Of which exceptional capital expenditure

Capital expenditure in 2023
Total capital expenditure amounted to €634 million on the year(€707 million in 2022), of which €608 million was recurringand €26 million was exceptional as described above.
Recurring capital expenditure corresponded mainly to:• growth projects, notably the 50% increases in PVDF
production capacity at the Changshu site in China and at
the Pierre-Bénite site in France, the 40% increase in global
capacity production for Pebax® elastomer at the Serquignysite in France, and the expansion of the Sartomer® photocure
resins production unit in China;• decarbonization projects representing €30 million over theyear (€16 million in 2022), including notably expenses on the
new purification technology project at the Carling site inFrance; and• investments in plant maintenance, safety and theenvironment totalling €315 million and representing 52% ofrecurring capital expenditure.
This recurring capital expenditure represented the equivalentof 6.4% of Group sales in 2023.
For further details, see note 4 to the consolidated financial
statements at 31 December 2023 in section 5.3.3 of thisdocument.

Capital expenditure over the period from 2021 to 2023
Over the past three years, Arkema’s recurring capital
expenditure has averaged €566 million per year, focused on(i) facility maintenance, safety and environmental protection,accounting for approximately 54% of the total, and(ii) industrial development and R&D projects, including
productivity improvements of existing facilities, accounting
for approximately 46%.

Over the period, 65.5% of total capital expenditure on
property, plant and equipment and intangible assets wasmade in the Advanced Materials segment, 16.5% in the
Coating Solutions segment, 11.5% in the Adhesive Solutions
segment, 3.5% in the Intermediates segment, and 3% on
corporate projects. The breakdown of capital expenditure by
region was 43% in Europe, 27% in North America, 29% in Asia
and 1% in the rest of the world.
Arkema’s main capital expenditure for development projects
started over the past three years were:2021

No significant start-ups.
Coating resins

Doubling of polyester resin production capacity at the Navi Mumbai site in India, whichcame on stream at end-2022.

High Performance Polymers

50% increase in global amino 11 and PA 11 production capacity thanks to the new planton Jurong Island, Singapore, where the start-up phases were continuing into 2023.

High Performance Polymers

50% production capacity increase for PVDF at its Changshu sites in China, which started up
in mid-2023, and at its Pierre-Bénite site in France at the end of 2023.

Coating Additives

Doubling of Sartomer® UV/LED photocurable specialty resins capacity at its expanded
Nansha site in China at the end of 2023.

High Performance Polymers

40% global production capacity increase for Pebax® elastomers at its Serquigny plant
in France, started in the first-quarter 2024.

2022

2023

2024

Capital expenditure financing
The Group’s capital expenditure is primarily funded by the cash resources that Arkema generates during the year. The Group
may also use the credit resources detailed in notes 12.3 and 13.2 to the consolidated financial statements at 31 December 2023
in section 5.3.3 of this chapter.

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Reporting methodology

5.1.8 Financing sources
5.1.8.1 Borrowing terms and conditions and the Group’s financing structure
The Group has diversified financing resources including bondissues, multi-currency credit facilities and a negotiable commercial
paper program, as detailed below. At 31 December 2023, andwithout taking into account the issues of perpetual hybrid
bonds completed in 2019 and 2020 and classified as equity,these resources amounted to €5,000 million. Arkema’s long-term
debt has been rated BBB+ with a positive outlook byStandard & Poor’s since 6 July 2023 and Baa1 with a stable
outlook by Moody’s since 13 November 2019.

Bond issues
As part of the Group’s long-term financing policy aimed atdiversifying its financing resources as well as extending thematurity of its debt, the Company regularly carries out bondissues, six of which are outstanding at 31 December 2023:• in December 2013, the Group issued a €150 million bondwhich matured on 6 December 2023;• on 20 January 2015, a bond issue for €700 million overten years with a 1.5% interest rate;• on 11 April 2017, a bond issue for €700 million overten years with a 1.5% interest rate and on 23 June 2017,
the issue of an additional €200 million tranche, bringing
the total of the bond issue to €900 million;• on 3 December 2019, a bond issue for €500 million overten years with a 0.75% interest rate;• on 14 October 2020, a green bond issue for €300 million
over six years with a 0.125% interest rate; and• on 16 January 2023, a bond issue for €400 million overeight years with a 3.50% interest rate; and• on 20 November 2023, the Group issued a €700 million
bond that will mature on 20 May 2030, with a fixed couponof 4.25%.
Since 2013, bond issues have been part of the Euro Medium
Term Notes (“EMTN”) program put in place by the Group in2013 in order to gain easier access to the bond markets andrenewed each year since, most recently in March 2023. The
prospectus for this program and for its renewal was filedwith the AMF under no. 13-535 on 9 October 2013, and under
no. 23-132 on 26 April 2023, respectively. The next renewal isscheduled for March 2024. The prospectus includes the usualbond default cases, in particular non-payment, early repayment
subsequent to non-payment, insolvency proceedings, or cessationof activity of the issuer or a major subsidiary. These default
cases may be conditional upon thresholds being exceeded or
grace periods expiring.
Furthermore, all six bond issues are accompanied by an early
repayment option at the bondholders’ request in the event ofa change of control of Arkema also involving a downgradingof its credit rating to non-investment grade, or a simple
downgrading thereof if it was non-investment grade prior tothe change of control.

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The Company has also issued perpetual hybrid bonds, of which
two tranches remained outstanding at 31 December 2023:• perpetual hybrid bonds issued on 17 June 2019 for €400 million.
These bonds have a first call option that can be exercisedby Arkema between 17 June 2024 and 17 September 2024
and carry an annual coupon of 2.75% until 17 September 2024
(provided they are not redeemed before that date). The
coupon will then be reset every five years. The prospectus
for this issue, which is part of the Group’s EMTN program,
was filed with the AMF on 12 June 2019 under no. 19-257; and• perpetual hybrid bonds issued on 21 January 2020 for€300 million. These bonds have a first call option that canbe exercised by Arkema between 21 October 2025 and21 January 2026 and carry an annual coupon of 1.5% until
21 January 2026 (provided they are not redeemed before
that date). The coupon will then be reset every five years.
The prospectus for this issue was filed with the AMF on
17 January 2020 under no. 20-015.
All of these bonds are subordinated to any senior debt andare accounted for as equity in accordance with IFRS rules.
They are treated as equity for 50% of their amount by rating
agencies Standard & Poor’s and Moody’s.
Further details may be found in the EMTN program baseprospectus and in the above-mentioned prospectuses, all ofwhich are available on the Company’s website www.arkema.com/
global/en/investor-relations/ in the “Debt and ratings” section.

Revolving multi-currency credit facility
for €1.1 billion
On 28 July 2022, the Company and Arkema France (the“Borrowers”) and a syndicate of banks signed an amendment
to the revolving multi-currency credit facility in the maximum
amount of €1.1 billion, which can be used in renewabledrawings. This credit facility was signed for an initial periodof five years with two one-year extension options exercisable,
subject to the lenders’ approval, at the end of the first year
and the second year (the “Facility”). The first one-year
extension option was exercised in July 2023. The purpose of
the Facility is to finance, in the form of drawings and bankguarantees, the Group’s general corporate purposes, andserves as a back-up facility for the commercial paper program.
The cost of the credit line is linked to three key CSR criteria
for the Group: greenhouse gas emissions (Scope 1 and 2),volatile organic compound emissions and the total recordable
injury rate (TRIR). The Facility had not been drawn down at
31 December 2023.

Financial and accounting information
Reporting methodology

Other Group companies have the possibility to become
borrowers under the Facility, in the same capacity as theCompany and Arkema France.
The Facility provides for early repayment in certain cases,
including a change of control over the Company (defined as
any person, acting alone or in concert, holding, directly or
indirectly, more than one-third of the voting rights of theCompany). Should this clause be triggered by a lender, it
could lead to early repayment and the cancellation of thecommitments to such lender.
The Facility contains representations to be made by each
Borrower relating, among other things, to its financial
statements, legal proceedings, or the absence of default
events. Some of these representations have to be reiterated
at the time of each utilization request.
The Facility also contains the standard undertakings for thistype of agreement, including:• information undertakings (notably accounting and financial
information); and5• undertakings relating, among other things, to certain
restrictions in connection with (but not limited to) the grantingof securities, the completion of merger or restructuringtransactions, the sale of assets, and the Group’s debt.
Depending on the case, such restrictions will not apply toordinary operations or to transactions involving amounts
below certain thresholds.
The Facility also provides for default cases similar to thosedescribed in the prospectus of the above-mentioned bond issues.
Lastly, Arkema guarantees on a joint and several basis theobligations of Arkema France under the terms of the Facility
to the banks, as well as those of the other borrowers, whereapplicable. The Facility is not subject to any other personal
guarantee or security.

Negotiable commercial paper program
In April 2013, the Group introduced a negotiable commercial
paper program with a ceiling of €1 billion. This ceiling wasraised to €2 billion on 19 October 2022. At 31 December
2023, the amount of securities issued under this program
totaled €400 million.

5.1.8.2 Information on restrictions on the use of capital that have significantly
influenced or may significantly influence, directly or indirectly,
the Group’s business
Subject to the stipulations of the syndicated facility described above, the Group is not subject to any restrictions on the use ofcapital that may significantly influence, either directly or indirectly, its business.

5.1.9 Balance sheet analysis(In millions of euros)

31 December 2023

31 December 2022

ChangeNon-current assets*

9,502

8,583

+10.7%

Working capital

1,275

1,440

-11.5%

Capital employed

10,777

10,023

+7.5%

157

166

-5.4%

Deferred tax assets
Provisions for pensions and other employee benefits

397

382

+3.9%

Other provisions

402

444

-9.5%

Total provisions

799

826

-3.3%

Long-term assets covering some provisions

122

118

+3.4%

Total provisions net of non-current assets

677

708

-4.4%

Deferred tax liabilities

436

362

+20.4%Net debt (excluding hybrid bonds)

2,230

1,666

+33.9%

Shareholders’ equity

7,455

7,339

+1.6%

*

Excluding deferred tax and including pension assets.

Between 31 December 2022 and 31 December 2023, noncurrent assets increased by €919 million, primarily due to:• the impact of acquisitions amounting to €1,094 million.
This impact was mainly attributable to the consolidation of
PI Advanced Materials assets, giving rise to the recognitionof €434 million in goodwill, and also includes, to a lesser extent,
the consolidation of Polytec PT assets. For more details,(1)

see note 3 “Business combinations” to the consolidated
financial statements at 31 December 2023 in section 5.3.3of this chapter;• capital expenditure amounting to €634 million, of which€608 million was recurring and €26 million exceptional (1).
These investments are detailed in section 5.1.7 of this chapter;

See note 4 to the consolidated financial statements at 31 December 2023 in section 5.3.3 of this chapter.

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Reporting methodology• a €98 million increase in right-of-use assets related to theGroup’s lease commitments;

Deferred tax assets amounted to €157 million
31 December 2023 (€166 million at 31 December 2022).

• net depreciation, amortization and impairment expense
totalling €718 million, including in particular (i) €79 million
in depreciation of right-of-use assets recognized in respectof the Group’s lease commitments, (ii) €128 million in
depreciation and amortization related to the revaluation ofproperty, plant and equipment and intangible assets carriedout as part of the allocation of the purchase price ofbusinesses, and (iii) €28 million in non-recurring impairmentof property, plant and equipment and intangible assets; andAt 31 December 2023, gross provisions amounted to €799 million.
Some of these provisions, accounting for a total of €120 million,
are covered by long-term assets, notably by the guarantee facility
granted by TotalEnergies SE and described in notes 11.2 and11.3 to the consolidated financial statements at 31 December 2023
(section 5.3.3 of this chapter). A pension asset of €2 million
was also recognized in the balance sheet in 2023. Accordingly,
at 31 December 2023, provisions net of these non-current
assets amounted to €677 million against €708 million
at 31 December 2022.

• a negative translation effect of €186 million, primarily due
to the depreciation of the US dollar and Chinese yuanagainst the euro at 31 December 2023 compared with
31 December 2022.
Arkema has a policy of owning its industrial facilities. However,in rare cases, Arkema sometimes leases offices and warehouses
from third-party lessors. The Group’s lease commitments arerecognized in accordance with IFRS 16 (for further details,
see note 9.4 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this chapter). Excluding
right-of-use assets recognized in application of IFRS 16, thenet book value of Arkema’s property, plant and equipment
was €3,513 million at 31 December 2023 versus €3,232 million
at 31 December 2022 (see note 9.3 to the consolidated
financial statements at 31 December 2023 in section 5.3.3 ofthis chapter).
At 31 December 2023, working capital decreased by€165 million compared to 31 December 2022 and amounted to€1,275 million. This decrease includes a €38 million negative
currency effect as well as a €25 million increase in working
capital related to the scope effect. The decrease in working
capital also reflects the price effect and strict management of
inventories. Excluding PI Advanced Materials, working capitalthus represented 13.1% of the Group’s annual sales at
31 December 2023 (12.6% at 31 December 2022).
Consequently, between 31 December 2022 and 31 December
2023, the Group’s capital employed increased by €754 million
to €10,777 million. At 31 December 2023, the breakdown ofcapital employed by segment (excluding corporate) was asfollows: 40% for the Adhesive Solutions segment (45% in2022), 43% for Advanced Materials segment (36% in 2022),
reflecting in particular the integration of PIAM, 14% for the
Coating Solutions segment (16% in 2022) and 3% for theIntermediates segment (3% in 2022). The breakdown of capital
employed by geographic region is 34% for North America (38%
in 2022), 39% for Europe (42% in 2022), and 27% for Asia andthe rest of the world (20% in 2022), reflecting in particular theacquisition of a 54% controlling stake in PIAM.

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The breakdown of net provisions by type was as follows:
pension liabilities of €265 million (€254 million in 2022), other
employee benefit obligations of €130 million (€127 million in 2022),
environmental contingencies of €133 million (€132 million in 2022),
restructuring provisions of €30 million (€38 million in 2022),
and other provisions of €119 million (€157 million in 2022).
The increase in net provisions for pension liabilities of €11 million
between 31 December 2022 and 31 December 2023, reflects
the decrease in discount rates in the United States andEurope, partially offset by the increase in plan assets.
Long-term deferred tax liabilities amounted to €436 million
at 31 December 2023, up €74 million on 31 December 2022.
This increase corresponded mainly to the recognition ofdeferred tax liabilities as part of the PI Advanced Materials
purchase price allocation processes.
Including the hybrid bonds, net debt stood at €2,930 million at
end-December 2023 versus €2,366 million at 31 December 2022.
The year on year evolution was primarily attributable to the
cash flows detailed in section 5.1.7 of this chapter, and also
includes the payment of a €3.40 dividend per share for 2022
representing a total payout of €253 million, as well as the€32 million cost of share buybacks carried out by the Group,and €16 million in interest paid on hybrid bonds. The net
debt (including hybrid bonds) to EBITDA ratio remains wellunder control at 1.95x 2023 EBITDA.
Shareholders’ equity amounted to €7,455 million versus€7,339 million at 31 December 2022. The €116 million increaseprimarily included (i) €425 million in net income for the period,(ii) the payment of a dividend of €3.40 per share for a total
amount of €253 million, (iii) the consolidation of minority
interests in PIAM for €214 million, as well as (iv) a negative€189 million translation adjustment mainly due to thedepreciation of the US dollar and the Chinese yuan against
the euro at end-December 2023 versus end-December 2022.

Financial and accounting information
Trends and outlook

5.2

5

Trends and outlook

5.2.1 Trends
5.2.1.1 Main trends
As of the date of this document, the macroeconomic
environment in which the Group operates remains marked bya lack of visibility and soft demand in line with the end of 2023.
Moreover, after the high inflation seen in 2021 and 2022,
certain raw materials prices have normalized, and energy costsin Europe have decreased, even if they are still above historicallevels. Inflation continues to exert significant pressure on
certain other operating expenses, notably wages and services,
as well as on investments and interest rates. Lastly, thegeopolitical tensions, which worsened following the outbreakof conflict in the Middle East, remains very strong.
Fluctuations in exchange rates can also have an impact on
the Group's financial performance. The translation effect on
Arkema’s income statement and balance sheet resulting
from a +/-10% change in the euro/US dollar exchange rate isdetailed in note 12.6.1 to the consolidated financial statements
at 31 December 2023 in section 5.3.3 of this document.
Finally, in light of the major challenge of decarbonization, theGroup, which has strengthened its commitments and obtained
SBTi validation for its 1.5°C trajectory by 2030, estimates that
it will need to spend €400 million between now and thatdate in order to implement its climate plan. Taking into
account these decarbonization investments and the Group's
ongoing organic growth projects, capital expenditure shouldamount to around €3.85 billion over the period 2024-28, as
indicated at its Capital Markets Day in September 2023.

Arkema’s performance in 2024 is likely to reflect all of theabove factors.
Over the longer term, the global economic environment will
notably be characterized by continuing regulatory andlegislative changes concerning the chemical industry in many
countries where the Group operates and an ever-increasing
focus on environmental topics and risks. However, the major
underlying trends that are shaping sustainable development
in response to the challenges of urbanization and social change,
climate change, scarcity of resources and technologicaltransformation all represent promising development opportunities
for the Group that will drive its growth in the mid to longterm. In parallel, Arkema benefits from a unique positioning
in innovative materials to meet its customers’ specific needs
in market segments such as batteries, hydrogen, bio-based
and recyclable materials, more environmentally friendly
solutions, new energies, and advanced electronics.
At the date of this document, there is nothing to indicatethat the long-term trends of the Group’s main markets as
described in chapter 1 and in the section “Profile, ambitionand strategy” of this document might be significantly and durably
affected. However, given the uncertainties surrounding the
economic environment, the markets in which the Group
operates, the cost of raw materials and energy, the variationin exchange rates and geopolitical stability, as well as thecontinuous developments in the regulatory environment,
there is no guarantee that these trends will endure.

5.2.1.2 Factors likely to affect the Group’s outlook
Some of the statements regarding the Group’s outlook containedin this document are based on the current opinions andassumptions of the Group’s executive management. Those
opinions and assumptions could be influenced by certain
risks, both known and unknown, as well as by uncertainties,

which could lead to actual results, performance or events
differing substantially from such outlook. The main risk
factors that may influence the Group’s future results aredescribed in section 2.1 of this document.

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Trends and outlook

5.2.2 Outlook
In the first quarter of 2024, the macroeconomic context
remains marked by a lack of visibility and soft demand in thecontinuity of fourth-quarter 2023. First-quarter EBITDA
should thus be comparable to the fourth-quarter 2023 leveland below the first-quarter 2023 level, which still benefited
from favorable market conditions in PVDF and upstream
acrylics, which progressively normalized during 2023.
Irrespective of a progressive rebound in demand, Arkema will
benefit, starting in second-quarter 2024, from the ramp-up
of several growth projects, which should contribute in thefull year around €60 million to €70 million in terms of EBITDA.
These projects include notably the hydrofluoric acid plant in
partnership with Nutrien in the United States, the bio-basedpolyamide 11 unit in Singapore, the expansion of the Sartomer®
plant in China and of the Pebax® plant in France, and thedevelopment of 1233zd fluorospecialties with low global warming
potential. Arkema will also benefit from the contribution of
the PIAM acquisition and from its associated growth synergies,
in particular in the electronics and battery markets. Adhesive
Solutions should achieve good growth in 2024, benefitingfrom the positive dynamic which started in second-half 2023.

Based on these factors, Arkema aims to achieve in 2024 ahigher EBITDA, estimated at €1.5 billion to €1.7 billion dependingon the level of recovery in demand, and with seasonality
more weighted to the second half of the year.
Moreover, the Group will continue to implement its strategic
roadmap unveiled at the Capital Markets Day of September 2023.
It should notably confirm during the year its capital expenditureplan to support the growth of batteries for electric vehicles
in the United States. It will continue to strengthen, in partnershipwith its customers, its innovation efforts in solutions for aless carbonized and more sustainable world, and pursue theimplementation of its climate plan.
The Group’s long-term ambition is detailed in the “Profile,ambition and strategy” section in the introduction of thisdocument.

5.2.3 Subsequent events after the accounts approval date
At the time of the yearly renewal of its Euro Medium Term Notes (EMTN) program, the Group included the possibility of issuing
subordinated bonds in the documentation to give it greater flexibility of access to the markets for this type of instrument. The
prospectus was granted the AMF's visa on March 8 under no. 24-064.
On 25 March 2024, as part of this program, Arkema issued hybrid bonds totaling €400 million. These bonds include a first call
option that may be exercised at the discretion of the issuer on 25 March 2029.

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Financial and accounting information
Consolidated financial statements

5.3

5Consolidated financial statements

5.3.1 Statutory auditors’ report on the consolidated
financial statements
KPMG S.A.

ERNST & YOUNG Audit

Tour Eqho
2, avenue Gambetta
CS 60055
92066 Paris-La Défense cedex
S.A. au capital de €5 497 100
775 726 417 R.C.S. Nanterre

Tour FirstTSA 14444
92037 Paris-La Défense cedex
S.A.S. à capital variable
344 366 315 R.C.S Nanterre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

ArkemaYear ended December 31, 2023

Statutory auditors’ report on the consolidated financial statements
To the Annual General Meeting of Arkema,

OpinionIn compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying
consolidated financial statements of Arkema for the year ended December 31, 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial
position of the Group as at December 31, 2023 and of the results of its operations for the year then ended in accordance with
International Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of theConsolidated Financial Statements section of our report.

Independence
We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Codede commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux
comptes) for the period from January 1, 2023 to the date of our report and specifically we did not provide any prohibited nonaudit services referred to in Article 5(1) of Regulation (EU) No. 537/2014.

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (Code de commerce)
relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material
misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statementsof the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming
our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.

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Consolidated financial statements

Valuation of intangible assets and property, plant and equipment
Risk identified

Our responseYour Group subjects the recoverable amount of its intangible assets
and property, plant and equipment to impairment tests, the termsof which are described in Note 9.5 to the consolidated accounts.
As at December 31, 2023, these fixed assets, including goodwill,amounted to M€ 9 186 in net value, or 63.3% of the Group’s total
assets after recognition of impairments of the fiscal year.
The valuation of these fixed assets is a key audit matter given theirhighly material amount in the consolidated financial statementsof the Group and because the determination of their recoverable
amount – based on future discounted cash flow projections –rely on the use of assumptions made by Management, as statedin Note 9.5 to the consolidated financial statements.

We examined the compliance of the method applied by yourGroup with IAS 36, particularly with regard to the identification ofgroups of assets for which the impairment tests are performed.
We appraised the conditions of the implementation of these
impairment tests as well as the data and assumptions used. In
particular, we:• analyzed the process for developing the cash flow projections
used in the plan prepared by the Group for the purpose of
impairment testing. We checked that these projections had
been approved by the General Management ;• compared the main assumptions used for these tests with thoseof the five year plan validated by the Executive Committee ;• compared the estimates used for previous periods with theactual figures ;• verified the mathematical accuracy of the calculation, includingthat of the sensitivity tests ;• compared, against external references, the discount rate andmeasured the sensitivity of the impairment tests following themethods described in Note 9.5 to the consolidated financial
statements ;• analyzed the consistency of the information and the parameters
used in these tests, with regard to (i) our knowledge of the sectors
in which your Group operates, (ii) our assessment of the five year
plan, (iii) our interviews with your Group’s Management and(iv) considering the elements that could affect certain assets;• analyzed the compliance of the information provided in thenotes to the consolidated financial statements with IAS 36.

Environmental risks
Risk identified

Our response

The areas of activity in which your Group operates present arisk of incurring its environmental liability. Your Group assesses
its exposure to these risks and presents, in its consolidated
financial statements, an estimate of its liabilities andcontingent liabilities relating to costs arising from commitments
or legal, regulatory or contractual obligations, or those arisingfrom the Group’s practices or public commitments, as describedin Note 11 to the consolidated financial statements. As at
December 31, 2023, these provisions amounted to M€ 216.
The liabilities and contingent liabilities are listed in Note 11.2
to the consolidated financial statements.

Our work, with the help of our environmental risk assessment
specialists, consisted in :We considered the valuation and the presentation in the notesof these liabilities and contingent liabilities to be a key audit matterin light of the fact that they are estimates, their sensitivity toregulatory developments, uncertainties as to the technicalsolutions to be implemented, and their materiality in the
consolidated financial statements.

• comparing the information provided in the notes to theconsolidated financial statements with that required by IFRS.

• examining the procedures for identifying and recording therisks of incurring your Group’s liability in environmental matters ;• obtaining an understanding of the risk analysis carried out by
Management, and examining the corresponding documentation ;• analyzing the assumptions used by your Group to estimate
exposure to those risks and the amount of the provisions
or their nature of contingent liabilities ;Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required bylaws and regulations of the information relating to the Group given in the Board of Directors’ management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Codede commerce) is included in the information relating to the Group given in the management report, it being specified that, in
accordance with Article L. 823-10 of said Code, we have verified neither the fair presentation nor the consistency with theconsolidated financial statements of the information contained therein. This information should be reported on by anindependent third party.

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Financial and accounting information
Consolidated financial statements

5

Report on Other Legal and Regulatory Requirements
Format of preparation of the consolidated financial statements intended to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed
by statutory auditors regarding the annual and consolidated financial statements prepared in the European single electronic
format, that the preparation of the consolidated financial statements intended to be included in the annual financial reportmentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the
Chairman and Chief Executive Officer’s responsibility, complies with the single electronic format defined in Commission
Delegated Regulation (EU) No. 2019/815 of 17 December 2018. Regarding consolidated financial statements, our work includes
verifying that the tagging thereof complies with the format defined in the above-mentioned regulation.
On the basis of our work, we conclude that the preparation of the consolidated financial statements intended to be included in
the annual financial report complies, in all material respects, with the European single electronic format.
Due to the technical limitations inherent to the block-tagging of the consolidated financial statements according to theEuropean single electronic format, the content of certain tags of the notes may not be rendered identically to the accompanying
consolidated financial statements.
Furthermore, we have no responsibility to verify that the consolidated financial statements that will ultimately be included byyour Company in the annual financial report filed with the AMF (Autorité des marchés financiers) agree with those on which wehave performed our work.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Arkema by your annual general meeting held on June 23, 2005 for KPMG S.A. and on
May 10, 2006 for ERNST AND YOUNG Audit.
As at December 31, 2023, KPMG S.A. was in the nineteenth year of total uninterrupted engagement, including eighteenth years
since the securities of the Company were admitted to trading on a regulated market and ERNST AND YOUNG Audit was in theeighteenth years.

Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordancewith International Financial Reporting Standards as adopted by the European Union and for such internal control as Management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control andrisk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about
whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detecta material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these
consolidated financial statements.
As specified in Article L. 821-55 of the French Commercial Code (Code de commerce), our statutory audit does not include
assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises
professional judgment throughout the audit and furthermore:• Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficientand appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

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Financial and accounting information
Consolidated financial statements• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by Management in the consolidated financial statements.
• Assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of
his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If thestatutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to
the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, tomodify the opinion expressed therein.
• Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent
the underlying transactions and events in a manner that achieves fair presentation.
• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the
direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed onthese consolidated financial statements.

Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control
regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of mostsignificance in the audit of the consolidated financial statements of the current period and which are therefore the key audit
matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming
our independence within the meaning of the rules applicable in France as set out in particular in Articles L. 821-27 to L. 821-34
of the French Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code dedéontologie de la profession de commissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks
that may reasonably be thought to bear on our independence, and the related safeguards.

Paris-La Défense, February 28, 2024
The Statutory Auditors
KPMG S.A.
Éric Dupré

296

ERNST AND YOUNG Audit
François Quédiniac

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Financial and accounting information
Consolidated financial statements

5.3.2 Consolidated financial statements at 31 December 2023
Consolidated income statement(In millions of euros)
Sales

Notes

2023

2022

(4.9 & 4.10)

9,514

11,550Operating expenses(6.1.2)(7,554)(8,970)Research and development expenses(6.1.3)

(275)

(270)

(874)

(868)

(6.1.5)

(130)

(155)

(6.1)

681

1,287

(10.1 & 10.2)

(9)

(6)

Selling and administrative expenses
Other income and expenses
Operating income
Equity in income of affiliates
Financial result(12.1)(70)(61)

Income taxes

(8.1)

(177)

(254)

425

966

7

1

Net income
Attributable to non-controlling interests

418

965

Earnings per share (in euros)(13.7)

5.39

12.81

Diluted earnings per share (in euros)(13.7)

5.36

12.75

Notes

2023

2022

Net income

425

966

Hedging adjustments

(45)

26

Net income – Group share

Consolidated statement of comprehensive income(In millions of euros)

Other items
Deferred taxes on hedging adjustments and other items
Change in translation adjustments(13.6)

Other recyclable comprehensive income
Impact of remeasuring unconsolidated investments

0

1

3

(2)

(189)

108

(231)

133

—

(1)

(22)

88

Deferred taxes on actuarial gains and losses

4

(14)

Other non-recyclable comprehensive income

(18)

73

(249)

206

176

1,172

Actuarial gains and losses

TOTAL INCOME AND EXPENSES RECOGNIZED DIRECTLY THROUGH EQUITY
Total comprehensive income
Attributable to non-controlling interests
Total comprehensive income – Group share

(7.3)

0

—

176

1,172

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Financial and accounting information
Consolidated financial statements

Consolidated balance sheet(In millions of euros)

Notes 31 December 2023 31 December 2022

ASSETS
Goodwill(9.1)

Other intangible assets, net

(9.2)

2,416

2,178

Property, plant and equipment, net

(9.3)

3,730

3,429

(10.1 & 10.2)

13

24

Other investments(10.3)

52

52

Deferred tax assets

(8.2)

157

166

(10.4)

251

245

Total non-current assets

9,659

8,749

Inventories

(6.2)

1,208

1,399

Accounts receivable

(6.2)

1,261

1,360

Other receivables and prepaid expenses

(6.2)

170

202

(8)

142

130

Investments in equity affiliates

Other non-current assets

Income taxes recoverable

3,040

2,655

(12.2)

32

57

Cash and cash equivalents(12.4)

2,045

1,592

Assets held for sale

(3.3)

Current financial derivative assets—

22

Total current assets

4,858

4,762

TOTAL ASSETS

14,517

13,511

750

750

6,304

6,218

(21)

(20)

LIABILITIES AND SHAREHOLDERS’ EQUITY
Share capital(13.1)

Paid-in surplus and retained earnings
Treasury shares(13.3)

Translation adjustments(13.6)

Shareholders’ equity – Group share

352
7,300

Non‑controlling interests

252

39

Total shareholders’ equity

7,455

7,339

(8.2)

436

362

Provisions for pensions and other employee benefits

(7.3)

397

382

Other provisions and non-current liabilities(11.1)

416

458

Non-current debt

(12.3)

Deferred tax liabilities

3,734

2,560

4,983

3,762

(6.2)

1,036

1,149

(6.2)

392

437

(8)

83

109

Total non-current liabilities
Accounts payable
Other creditors and accrued liabilities
Income taxes payable

298

170
7,203

Current financial derivative liabilities(12.2)

27

13

Current debt

(12.3)

541

698

Liabilities associated with assets held for sale

(3.3)

—

4

Total current liabilities

2,079

2,410

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

14,517

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Financial and accounting information
Consolidated financial statements

Consolidated cash flow statement(In millions of euros)

Notes

2023

2022

425

966

OPERATING CASH FLOWSNet income
Depreciation, amortization and impairment of assets

718

707

Other provisions and deferred taxes

(30)

(45)

(34)

(38)

10

6

158

(137)

(Gains)/Losses on sales of long-term assets(3.3)

Undistributed affiliate equity earnings
Change in working capital(6.2)

Other changes
Cash flow from operating activities

25

37

1,272

1,496

(634)

(707)

INVESTING CASH FLOWS
Intangible assets and property, plant and equipment additions(4.3)

Change in fixed asset payables

(6.2)

(44)

(23)

Acquisitions of operations, net of cash acquired

(3.2)

(714)

(1,616)

Increase in long-term loans
Total expenditures
Proceeds from sale of operations, net of cash transferred(3.3)

Change in fixed asset receivables
Proceeds from sale of intangible assets and property, plant and equipment(3.2)

Repayment of long-term loans
Total divestitures
Cash flow from investing activities

(71)

(93)

(1,463)(2,439)

32

19

(1)

—

14

18

63

61

108

98

(1,355)(2,341)—48

FINANCING CASH FLOWS
Issuance/(Repayment) of shares and paid-in surplus(13.1)

Purchase of treasury shares(13.3)(32)(22)

Dividends paid to parent company shareholders(13.4)

(253)

(222)

Interest paid to bearers of subordinated perpetual notes(13.2)

(16)

(16)

(3)

(4)

Dividends paid to non-controlling interests and buyout of minority interests
Increase in long-term debt

(12.3)

1,096

6

Decrease in long-term debt

(12.3)

(85)

(233)

Increase/(Decrease) in short-term debt

(12.3)(191)

611

Cash flow from financing activities

516

168

Net increase/(decrease) in cash and cash equivalents

433

(677)

Effect of exchange rates and changes in scope

20

(16)

Cash and cash equivalents at beginning of period

1,592

2,285

2,045

1,592

Cash and cash equivalents at end of period(12.4)

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Financial and accounting information
Consolidated financial statements

Consolidated statement of changes in shareholders’ equity(In millions of euros)
At 1 January 2023

Hybrid Retained Translation Treasury
bonds earnings adjustments
shares

Noncontrollinginterests*

Shareholders’equity

750

1,067

700

4,451

352

(20)

7,300

39

7,339

Cash dividend

—

—

—

(269)

—

—

(269)

(3)

(272)

Issuance of share capital

—

—

—

—

—

—

—

—

—

Capital reduction by cancellationof treasury shares

—

—

—

—

—

—

—

—

—

Purchase of treasury shares

—

—

—

—

—

(32)

(32)

—

(32)

Grants of treasury shares
to employees

—

—

—

(31)

—

31

—

—

—

Share-based payments

—

—

—

25

—

—

25

—

25

Issuance of hybrid bonds

—

—

—

—

—

—

—

—

—

Redemption of hybrid bonds

—

—

—

—

—

—

—

—

—

Other

—

—

—

3

—

—

3

216

219

Transactions with shareholders

—

—

—

(272)

—

(1)

(273)

213

(60)

Net income

—

—

—

418

—

—

418

7

425

Total income and expenses
recognized directly through equity

—

—

—

(60)

(182)

—

(242)

(7)

(249)

Total comprehensive income
At 31 December 2023
*

—

—

—

358

(182)

—

176

—

176

750

1,067

700

4,537

170

(21)

7,203

252

7,455

"Other" refers to the share of the PI Advanced Materials acquisition (see note 3.2 “Business combinations”).

(In millions of euros)
At 1 January 2022

Share Paid-in
capital surplus

Hybrid Retained Translation Treasury
bonds earnings adjustments
sharesShareholders’equity –Group shareNoncontrolling Shareholders’interests
equity

767

1,272

700

3,626

243

(305)

6,303

47

6,350

Cash dividend

—

—

—

(238)

—

—

(238)

(4)

(242)

Issuance of share capital

7

41

—

—

—

—

48

—

48

(24)

(246)

—

—

—

270

—

—

—

Purchase of treasury shares

—

—

—

—

—

(22)

(22)

—

(22)

Grants of treasury shares
to employees

—

—

—

(37)

—

37

—

—

—

Share-based payments

—

—

—

37

—

—

37

—

37

Issuance of hybrid bonds

—

—

—

—

—

—

—

—

—

Redemption of hybrid bonds

—

—

—

—

—

—

—

—

—

Other

—

—

—

—

—

—

—

(4)

(4)

Capital reduction by cancellationof treasury shares

Transactions with shareholders

(17)

(205)

—

(238)

—

285

(175)

(8)

(183)

Net income

—

—

—

965

—

—

965

1

966

Total income and expenses
recognized directly through equity

—

—

—

98

109

—

207

(1)

206

Total comprehensive income
At 31 December 2022

300

Share Paid-in
capital surplus

Shareholders’equity –Group share

—

—

—

1,063

109

—

1,172

—

1,172

750

1,067

700

4,451

352

(20)

7,300

39

7,339

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Financial and accounting information
Consolidated financial statements

55.3.3 Notes to the consolidated financial statements
at 31 December 2023
Note 1Highlights

302

Note 2

Accounting policies and new standards

302

Note 3

Scope of consolidation

304

Note 4

Alternative performance indicators and information by segment

307

Note 5

Climate issues

312

Note 6

Other information relating to operating activities

314

Note 7

Workforce, personnel expenses and employee benefits

318

Note 8

Income taxes

325

Note 9Intangible assets and property, plant and equipment

327

Note 10Equity accounted companies and other non-current assets

334

Note 11

Other provisions and other non-current liabilities, contingent liabilities and litigation

335

Note 12Financing, financial instruments and risk management341

Note 13

Shareholders’ equity and earnings per share

348

Note 14

Statutory auditors’ fees

350

Note 15Subsequent events

350

Note 16

List of consolidated companies

351

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Financial and accounting information
Consolidated financial statements

Note 1
1.1

Highlights

Portfolio management

On 28 June 2023, the Group announced the proposed
acquisition of Glenwood Private Equity’s 54% stake in thelisted South Korean company PI Advanced Materials (PIAM),
for an enterprise value of €728 million. With annual sales ofover €200 million in 2022, an EBITDA margin of almost 30%
and best-in-class manufacturing, PIAM is the global leader inpolyimide films, delivering superior growth in the attractive
consumer electronics and electric vehicles markets. Given PIAM’sbest-in-class innovation, ultra-high performance productportfolio and leading position, this project is perfectly alignedwith the Group’s ambition to be a pure player in Specialty Materials
and will strengthen the Advanced Materials segment’s portfolio
and performance. The company is fully consolidated in Arkema’s
financial statements as of 1 December 2023, the date the deal
was finalized.

1.2

In addition, on 1 June 2023, Arkema expanded its offering ofengineering adhesives by finalizing the acquisition of Polytec PT,
a German company specialized in adhesives for batteries andelectronics applications. The business generates annual sales ofaround €15 million.
Lastly, the Group also continued its dynamic business portfolio
management. On 3 January 2023, it finalized the divestment
of Febex, a company specialized in phosphorus-based chemistry,
to Belgian group Prayon. At 31 December 2022, Febex’s assets
and liabilities had been reclassified in the balance sheet as
assets and liabilities held for sale.
The impacts of these operations are described in note 3.1“Business combinations” and note 3.2 “Assets held for sale”.

Other highlights

Arkema successfully completed two bond issues:• a €400 million issue on 16 January 2023 with an 8-year
maturity and an annual coupon of 3.50%;• a €700 million issue on 13 November 2023 with a 6.5-year
maturity and an annual coupon of 4.25%.

In line with its financing policy, the Group's aim with theseissues is to continue refinancing its upcoming bondmaturities and to extend the average maturity of its debt.
Arkema is rated BBB+ (positive outlook) by Standard & Poor's
and Baa1 (stable outlook) by Moody's.

Note 2 Accounting policies and new standards
Arkema, a major player in Specialty Chemicals and Advanced
Materials, is a French limited liability company (société anonyme)
with a Board of Directors, subject to the provisions of book II
of the French Commercial Code and all other legal provisions
applicable to French commercial companies. The Arkema
Group’s LEI is 9695000EHMS84KKP2785.
The Company’s head office is at 420 rue d’Estienne d’Orves,
92700 Colombes (France). It was incorporated on 31 January 2003
and the shares of Arkema have been listed on the Paris stock
exchange (Euronext) since 18 May 2006. The Group’s parent
company is Arkema S.A.
The
Group’s
consolidated
financialstatementsat
31 December 2023 were prepared under the responsibility of
the Chairman and CEO of Arkema and were approved for
publication by the Board of Directors of Arkema on
28 February 2024. They will be submitted to the approval of
the shareholders’ general meeting of 15 May 2024.

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The consolidated financial statements at 31 December 2023
were prepared in accordance with the IFRS (International financial
reporting Standards) issued by the IASB (International AccountingStandards Board) as released at 31 December 2023 and the
IFRS endorsed by the European Union at 31 December 2023.
The accounting framework and standards adopted by the European
Commission can be accessed from the following website:
https://ec.europa.eu/info/law/international-accountingstandards-regulation-ec-no-1606-2002.
The accounting policies applied in preparing the consolidated
financial statements at 31 December 2023 are identical tothose used in the consolidated financial statements at
31 December 2022, except for IFRS standards, amendments
and interpretations, as adopted by the European Union andthe IASB, that are mandatory for accounting periods
commencing on or after 1 January 2023 (and which had notbeen applied early by the Group), namely:Financial and accounting information
Consolidated financial statements

Amendments to IAS 1

Disclosure of accounting policies

Adopted by the European Union on 3 March 2022

Amendments to IAS 8

Definition of accounting estimates

Adopted by the European Union on 3 March 2022

Amendments to IAS 12

Deferred tax related to assets and liabilities Adopted by the European Union on 12 August 2022
arising from a single transaction

Amendments to IAS 12

International tax reform – Pillar Twomodel rules

Adopted by the European Union on 9 November 2023

Amendments to IFRS 17

Initial application of IFRS 17 and IFRS 9 –Comparative information

Adopted by the European Union on 9 September 2022

IFRS 17

Insurance contracts

Adopted by the European Union on 23 November 2021

5

Application of these amendments and of IFRS 17 had no significant impact on the financial statements at 31 December 2023.
The standards, amendments and interpretations published by the IASB and the IFRS IC (IFRS Interpretations Committee) which
are not yet mandatory for accounting periods commencing on or after 1 January 2023 (and which have not been applied early by
the Group) are:
Amendments to IAS 1

Classification of liabilities as current
or non-current

Adopted by the European Union on 21 December 2023

Amendments to IAS 7
and IFRS 7

Supplier financing arrangements

Not adopted by the European Union at 31 December 2023

Amendments to IAS 21

Lack of exchangeability

Not adopted by the European Union at 31 December 2023

Amendments to IFRS 16

Lease liability in a sale and leaseback

Adopted by the European Union on 21 November 2023

The Group does not expect application of the amendments
to IAS 1, IAS 7, IAS 21, IFRS 7 and IFRS 16 to have a significant
impact. The Group is continuing to assess its exposure to
Pillar Two provisions. Given the small number of countries
affected by the reform, it currently believes that the impact
will not be significant.
Preparation of the consolidated financial statements inaccordance with IFRS requires Group management to makeestimates and determine assumptions that can have an
impact on the amounts recognized in assets and liabilities atthe balance sheet date, and have a corresponding impact on
the income statement. Management made its estimates anddetermined its assumptions on the basis of past experienceand taking into account different factors considered to bereasonable for the valuation of assets and liabilities. These
financial statements therefore take into consideration inparticular the current conflict in Ukraine and are based on
information available at the closing date. Use of different
assumptions could have a material effect on these valuations.
The main assumptions made by management in preparing
the financial statements are those used for measuring therecoverable value of property, plant and equipment andintangible assets, pension benefit obligations, deferred taxes
and provisions. The disclosures provided concerning contingent
assets and liabilities and off-balance sheet commitments atthe date of preparation of the consolidated financial statements
also involve the use of estimates.

The estimates and judgments incorporating the impactsof climate change in particular are presented in note 5.

The consolidated financial statements are prepared inaccordance with the historical cost convention, except for
certain financial assets and liabilities which are recognized atfair value.
The consolidated financial statements are presented
in millions of euros, rounded to the nearest million, unlessotherwise indicated.
The functional operating currency of foreign companies in thescope of consolidation is their local currency, in which most of
their transactions are denominated. Their balance sheets aretranslated into euros on the basis of exchange rates at theend of the period. The statements of income and of cash flows
are translated using the average exchange rates during the period.
Foreign exchange differences resulting from translation of
the financial statements of these subsidiaries are recorded
either in “Translation adjustments” in shareholders’ equity inthe consolidated financial statements for the Group share, orin “Non-controlling interests” for the share not directly or
indirectly attributable to the Group. In exceptional cases, acompany’s functional currency may differ from the local currency.
In application of IAS 21 “The effects of changes in foreignexchange rates”, transactions denominated in foreign currencies
are translated by the entity carrying out the transaction into
its functional currency at the exchange rate applicable on thetransaction date. Monetary balance sheet items are restated at
the closing exchange rate at the balance sheet date. Gains andlosses resulting from translation are recognized in recurring
operating income, unless they result from unhedged financing,in which case they are included in the financial result.
In the notes to the financial statements, the main accounting
methods are shown with a blue background.

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Financial and accounting information
Consolidated financial statements

Note 3 Scope of consolidation
3.1

Consolidation principles

All material transactions between consolidated companies,
and all intercompany profits, are eliminated.

Control
The Group controls an entity when all of the three following
conditions are fulfilled:(i) the Group holds power over the entity (has effective
rights conferring a current ability to direct the entity’s
relevant activities);(ii) the Group is exposed or entitled to variable returns; and(iii) the Group has the ability to use its power over the investee
to influence the amount of the returns received.
Companies controlled directly or indirectly by the Group are
fully consolidated, except for certain entities considered
non-significant for the consolidated financial statements.

Joint arrangements
A joint arrangement is an operation over which two or moreparties have joint control. Joint control is the contractuallyagreed sharing of control over an arrangement. It exists only
when the decisions about the relevant activities require theunanimous consent of the parties sharing control.
There are two categories of joint arrangements:• a joint operation is a joint arrangement in which the parties
have rights to the assets and obligations for the liabilities.
The Group recognizes the assets, liabilities, income andexpenses in proportion to its percentage of interest in thecapital of the joint operation; and• a joint venture is a joint arrangement in which the parties
have rights to the net assets of the arrangement. The Groupapplies the equity method to this type of joint arrangement.
To determine the type of joint arrangement, the Group
must take the following factors into consideration:• the structure of the joint arrangement (identifying whether
it takes the form of a separate vehicle); and• when the joint arrangement takes the form of a separate
vehicle: the legal form, the terms of the contractual
arrangements and other facts and circumstances.
Assessment of other facts and circumstances has led theGroup to classify a certain number of joint arrangements as
joint operations.

Associates
An associate is an entity over which the Group exercises
significant influence. If the Group directly or indirectly holds
20% or more of the voting rights in the issuing entity, it ispresumed to exercise significant influence. If it holds lessthan 20%, significant influence must be demonstrated.
Investments in associates are accounted for under theequity method.

Other investments
Shares owned in companies which do not meet the criteria
set out above are included in “Other investments” andrecognized in accordance with IFRS 9 (see note 10.3 “Other
investments”).

3.2 Business combinations
The Group uses the acquisition method for the recognitionof business combinations, in accordance with IFRS 3 (Revised).

At the acquisition date, goodwill is measured as thedifference between:

The identifiable assets acquired and liabilities assumed arestated at fair value at the acquisition date.

• the acquisition price plus the amount of any non-controllinginterests in the acquired entity and the fair value of theacquirer’s previously held equity interest in that acquired
entity; andWhere the business combination agreement provides for apurchase price adjustment, the Group includes the fairvalue of this adjustment at the acquisition date in the costof the business combination, even if the adjustment is optional.
Non-controlling interests are measured at the acquisitiondate, either at fair value (the full goodwill method) or the NCI’s
proportionate share of net assets of the entity acquired(the partial goodwill method). The decision of which option
to use is made for each business combination. Subsequentacquisitions of investments are always recorded in equity,
regardless of the choice made at the time of the acquisition.

• the fair value of identifiable assets and liabilities.
Goodwill is recognized in the balance sheet assets. Contingent
liabilities are recognized in the balance sheet when the
obligation concerned is current at the acquisition date andtheir fair value can be reliably measured.
Any negative goodwill arising on an acquisition on favorable
terms, and direct acquisition expenses, are recognized
immediately in the income statement under “Other income
and expenses” (see note 6.1.5 “Other income and expenses”).
The Group has a maximum of 12 months to finalize determinationof the acquisition price and goodwill.

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Financial and accounting information
Consolidated financial statements

3.2.1

Finalization of the BOSTIK SOUTH AFRICA(PTY) LTD (formerly Permoseal), Shanghai
Zhiguan Polymer Materials (PMP)and Polimeros Especiales purchase priceallocations

The Group has finalized the purchase price allocations for
BOSTIK SOUTH AFRICA (PTY) LTD (formerly Permoseal), Shanghai
Zhiguan Polymer Materials (PMP) and Polimeros Especiales.
Intangible assets stated at fair value primarily comprise trademarks,a non-compete agreement, technologies and customer relations.
They amount to €37 million.
Final goodwill totals €59 million for the three acquisitions
and mainly corresponds to the value of future technologies
and expected business development. This goodwill is notamortizable for tax purposes.

3.2.2

5

Acquisitions in 2023

Business combinations in 2023 correspond to the acquisitions
described in note 1 “Highlights”, namely:
PI Advanced Materials Co., Ltd., in which the Group acquired
a 54% stake; andPolytec PT Gmbh Polymere Technologien, in which the Groupacquired a 100% stake.
The Group used the acquisition method for the accounting
treatment of these operations.

Acquisition of PI Advanced Materials Co., Ltd.
On 1 December 2023, Arkema finalized the acquisition of
Glenwood Private Equity’s 54% stake in the listed South
Korean company PI Advanced Materials (PIAM).
In the financial statements at 31 December 2023, provisional
goodwill calculated using the partial goodwill method wasrecognized in an amount of €434 million. This goodwill
cannot be amortized for tax purposes. The fair value of theidentifiable assets acquired and liabilities assumed amounts
to €465 million.

The provisional allocation of the purchase price is detailed below:(In millions of euros)

Fair value of PI Advanced
Materials Co., Ltd.

Intangible assets

323

Property, plant and equipment

259

Other assets and liabilities(117)

Total net assets acquired (a)465

Net assets attributable to non-controlling interests (b)(214)

54.07% share of net assets acquired (c)=(a)-(b)251

Purchase price (d)685Goodwill at acquisition date (e)=(d)-(c)434Intangible assets correspond mainly to technology and customer relationships.

Acquisition of Polytec PT Gmbh Polymere Technologien
Provisional goodwill on the acquisition of Polytec PT Gmbh Polymere Technologien amounts to €62 million. Goodwill on theacquisition amortizable for tax purposes represents €12 million. The amount recognized in the financial statements at
31 December 2023 for the identifiable assets acquired and liabilities assumed at the acquisition dates is €7 million, of which€6 million in property, plant and equipment.

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Financial and accounting information
Consolidated financial statements

3.3 Assets held for sale
On 28 October 2022, Arkema announced the proposed
divestment of Febex to Belgian group Prayon. Specialized inphosphorus-based chemistry, Febex reported sales of around€30 million in 2021. This divestment was finalized on
3 January 2023.

In application of IFRS 5 “Non-current assets held for saleand discontinued operations”, the assets held for sale andthe associated liabilities were presented in two specificlines of the balance sheet at 31 December 2022. Non-current
assets and groups of assets held for sale are stated at thelower of book value and fair value net of costs of disposal.

In the 2023 income statement, the capital gain amounts to€23 million before tax and is included in “Other income andexpenses” for €23 million in 2023 (see note 6.1 “Other
income and expenses”).
The price received is included in “Proceeds from sale ofoperations, net of cash transferred” in the cash flow
statement in 2023.

The assets sold on 3 January 2023 are identical to those classified as assets held for sale in the 2022 financial statements,
and are as follows:(In millions of euros)

2023

Property, plant and equipment

4

Total non-current assets

4

Inventories

9

Accounts receivable

3

Other receivables and prepaid expenses

1Cash and cash equivalents

5

Total current assets

18

ASSETS HELD FOR SALE

22

Accounts payable

2

Income taxes payable

1

Other current liabilities

1

Total current liabilities

4

LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE

4

3.4 Warranties related to sales of businesses
When selling businesses, the Arkema Group has sometimes
granted the purchaser warranties in respect of unrecorded
liabilities. In most cases, these warranties are capped andgranted for a limited period of time. They are also limited interms of their coverage to certain types of expenses or litigation.
In the majority of cases, they cover risks of occurrence ofenvironmentally related expenses or litigation.

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The cumulative residual amount of capped warranties inrespect of unrecorded liabilities granted by the Groupamounts to €55 million at 31 December 2023 (€55 million at
31 December 2022). These amounts are stated net ofprovisions recognized in the balance sheet in respect of suchwarranties.

Financial and accounting information
Consolidated financial statements

5Note 4 Alternative performance indicators and information
by segment
To monitor and analyze the financial performance of the Group and its activities, Group management uses alternative
performance indicators. These are financial indicators that are not defined by IFRS. This note presents a reconciliation of these
indicators and the aggregates from the consolidated financial statements under IFRS.

4.1

Recurring operating income (REBIT) and EBITDA(In millions of euros)

2023

2022

OPERATING INCOME

681

1,287

• Depreciation and amortization related to the revaluation of property,
plant and equipment and intangible assets as part of the allocationof the purchase price of businesses

(128)

(118)

• Other income and expenses

Notes

(130)

(155)

RECURRING OPERATING INCOME (REBIT)(6.1.5)

939

1,560

• Recurring depreciation and amortization of property, plant and equipment
and intangible assets

(562)

(550)

EBITDA

1,501

2,110

Details of depreciation and amortization of property, plant and equipment and intangible assets:(In millions of euros)
Depreciation and amortization of property, plant and equipment
and intangible assets

Notes

2023

2022

(9.1 & 9.2 &9.3 & 9.4)

(718)

(707)

(562)

(550)

Of which: Recurring depreciation and amortization of property,
plant and equipment and intangible assets
Of which: Depreciation and amortization related to the revaluation of property,
plant and equipment and intangible assets as part of the allocationof the purchase price of businesses
Of which: Impairment included in other income and expenses

(128)

(118)

(6.1.5)

(28)

(39)

Notes

4.2 Adjusted net income and adjusted earnings per share(In millions of euros)

2023

2022

NET INCOME – GROUP SHARE

418

965

• Depreciation and amortization related to the revaluation of property,
plant and equipment and intangible assets as part of the allocationof the purchase price of businesses

(128)

(118)

(130)

(155)

• Other income and expenses attributable to non-controlling interests• Other income and expenses(6.1.5)——• Taxes on depreciation and amortization related to the revaluation of property,
plant and equipment and intangible assets as part of the allocationof the purchase price of businesses

30

25• Taxes on other income and expenses

1427• One-time tax effects

(21)

19

ADJUSTED NET INCOME

653

1,167

74,647,205

74,095,040

75,043,514

74,420,933

Weighted average number of ordinary shares
Weighted average number of potential ordinary shares(13.7)

ADJUSTED EARNINGS PER SHARE (in euros)

8.75

15.75

DILUTED ADJUSTED EARNINGS PER SHARE (in euros)

8.70

15.68

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Financial and accounting information
Consolidated financial statements

4.3 Recurring capital expenditure(In millions of euros)

2023

2022

INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT ADDITIONS

634

707

- Exceptional capital expenditure

26

123

- Investments relating to portfolio management operations——- Capital expenditure with no impact on net debt

0

0

608

584

RECURRING CAPITAL EXPENDITURE

Exceptional capital expenditure corresponds to a very limited
number of capital expenditure items for major development
projects that the Group presents separately in its financial
reporting due to their size and nature. In the two periods
presented, exceptional capital expenditure mainly concerned
investments in Specialty Polyamides in Asia and the partnershipwith Nutrien in the United States for the supply of anhydroushydrogen fluoride.

Investments relating to portfolio management operations
reflect investments relating to acquisition operations.

4.4 Cash flow and EBITDA to cash conversion rate
(In millions of euros)

2023

2022

Cash flow from operating activities

1,272

1,496

+ Cash flow from investing activities(1,355)(2,341)

(83)

(845)

(708)

(1,629)NET CASH FLOW
- Net cash flow from portfolio management operations

625

784

- Exceptional capital expenditure

FREE CASH FLOW

(26)

(123)

- Non-recurring cash flow

(110)

(26)

RECURRING CASH FLOW

761

933

The net cash flow from portfolio management operations corresponds to the impact of acquisition and divestment operations
described in note 1 “Highlights”.
Non-recurring cash flow corresponds to cash flow from other income and expenses, as described in note 6.1.5 “Other income
and expenses”.
(In millions of euros)

2023

2022

RECURRING CASH FLOW

761

933

EBITDA

1,501

2,110

50.7%

44.2%

EBITDA TO CASH CONVERSION RATE

4.5 Net debt
(In millions of euros)

Notes

2023

2022

Non-current debt

(12.3)

3,734

2,560

+ Current debt

(12.3)

541

698- Cash and cash equivalents(12.4)

2,045

1,592

2,230

1,666

700

700

2,930

2,366

NET DEBT+ Hybrid bonds
NET DEBT AND HYBRID BONDS

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Financial and accounting information
Consolidated financial statements

5

4.6 Working capital(In millions of euros)

Notes

2023

2022

Inventories

(6.2)

1,208

1,399

+ Accounts receivable

(6.2)

1,261

1,360

+ Other receivables including income taxes recoverable

(6.2)

312

332

+ Current financial derivative assets(12.2)

32

57‑ Accounts payable (operating suppliers)

(6.2)

1,036

1,149

‑ Other liabilities including income taxes

(6.2)

475

546

- Current financial derivative liabilities(12.2)

27

13

1,275

1,440

Notes

2023

2022

WORKING CAPITAL

4.7 Capital employed(In millions of euros)

(9.1)

3,040

2,655

+ Intangible assets (excluding goodwill) and property, plant and equipment, net

Goodwill, net(9.2 & 9.3)

6,146

5,607

+ Investments in equity affiliates(10.1 & 10.2)

1324+ Other investments and other non-current assets(10.3 & 10.4)

303

297

1,275

1,440

CAPITAL EMPLOYED

10,777

10,023Adjustment*(1,038)13

ADJUSTED CAPITAL EMPLOYED

9,739

10,036

Working capital*

In 2022, elements of capital employed classified as assets held for sale (Febex). In 2023, capital employed relating to PIAM, consolidated at the end of theyear and with no material contribution to income for the year.

4.8 Return on capital employed (ROCE)
The return on capital employed (ROCE) corresponds to the recurring operating income (REBIT) for the year as a percentage ofthe adjusted capital employed at the end of the year.
(In millions of euros)

2023

2022

Recurring operating income (REBIT)

939

1,560

Adjusted capital employed

9,739

10,036

ROCE

9.6%

15.5%

4.9 Information by segment
As required by IFRS 8 “Operating segments”, segment
information for the Group is presented in accordance with
the internal reporting structure that is used by executive
management in order to assess financial performance andallocate resources.
Operating income and assets are allocated between
segments prior to inter-segment adjustments. Sales
between segments take place at market prices.

Arkema is organized around three complementary, coherent
segments dedicated to Specialty Materials, namely Adhesive
Solutions, Advanced Materials and Coating Solutions, and an
Intermediates segment consisting of activities with morevolatile results.
(2)

The Adhesive Solutions segment is headed by a member ofthe Executive Committee, and the Advanced Materials,
Coating Solutions and Intermediates segments are directedby a Chief Operating Officer who is also a member of the
Executive Committee. Both of these segment heads report to
the Chairman and CEO, Arkema’s chief operating decisionmaker as defined by IFRS 8, and are in regular contact withhim for the purpose of discussing their segments’ operating
activities, financial results, forecasts and plans.
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 segment and each of thetwo Business Lines (2) making up the Advanced Materials segment:
High Performance Polymers and Performance Additives.

Business Lines are activities or groups of activities.

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Financial and accounting information
Consolidated financial statements

The content of the segments is as follows:

health products, etc.), electronics, construction, coatings,
animal nutrition and water treatment.

• Adhesive Solutions comprises the following Business Lines:• Coating Solutions comprises the following Business Lines:• Construction and Consumer, providing solutions forconstruction, renovation of buildings, and DIY; and• Coating Resins, combining the EU/US acrylics activities
and coating resins; and• Industrial Assembly, comprising high performance adhesives
for durable goods, and adhesive solutions for packaging
and non-woven.

• Coating Additives, combining Sartomer photocure resins
and Coatex rheology additives and specialties.

The Adhesive Solutions segment supplies technologies usedin building activities for businesses and individuals, including
sealants, tile and flooring adhesives and waterproofing systems,
and technologies used in industry, including state-of-the-art
know-how in the automotive, textiles, glazing, flexible andrigid packaging, and hygiene markets.

This segment offers a broad range of innovative products
for decorative paints, industrial coatings and adhesives,and also provides solutions for applications in the paperindustry, superabsorbents, water treatment and oil and gas
extraction, and in cutting-edge high-growth markets suchas 3D printing and electronics.

• Advanced Materials comprises the following Business Lines:• The Intermediates segment comprises the following activities:• High Performance Polymers, consisting of specialty polyamides,
PVDF, polyimides, fluorospecialties and PEKK, and• Fluorogases, and• Asia Acrylics.

• Performance Additives, covering interface agents combining
specialty surfactants and molecular sieves, organic
peroxides, thiochemicals and hydrogen peroxide.

These industrial intermediate chemicals activities, in which
Arkema holds leading positions, concern competitive global productlines used in several industrial sectors such as construction,
production of cold (refrigeration and air conditioning), theautomotive industry, coatings and water treatment.

The Advanced Materials segment offers innovative solutions
with high added value to meet the major challenges ofsustainable development, including lightweighting, new energies,
access to water, bio-based products and recycling. These
solutions are used in a wide variety of sectors such as theautomotive and transportation sectors, oil and gas, renewableenergies (photovoltaics, lithium-ion batteries, wind power),consumer goods (sports equipment, packaging, beauty and2023(In millions of euros)

Functional and financial activities which cannot be directly
allocated to operational activities (notably certain researchcosts and central costs) are brought together in a Corporate
segment.

Adhesive
Solutions

Advanced
Materials

Coating
SolutionsIntermediates

Sales

2,714

3,562

2,402

EBITDA*

380

666

327

Recurring depreciation and amortization of property, plantand equipment and intangible assets*

(87)

(300)
366

Total

797

39

9,514

213

(85)

1,501

(126)

(43)

(6)

(562)

201

170

(91)

939

Recurring operating income (REBIT)*

293

Depreciation and amortization related to the revaluation ofproperty, plant and equipment and intangible assets as partof the allocation of the purchase price of businesses

(102)

(19)

(7)

—

—

(128)

Other income and expenses

(32)

(81)

(3)

—

(14)

(130)

Operating income

159

266

191

170

(105)

681

Equity in income of affiliates

—

(10)

—

1

—

(9)

Intangible assets and property, plant and equipment
additions

82

389

115

28

20

634

Of which: Recurring capital expenditure*

82

363

115

28

20

608

Goodwill, net

1,715

902

379

44

—

3,040

Intangible assets excluding goodwill and property,
plant and equipment, net

2,148

3,015

752

185

46

6,146

Investments in equity affiliates

—

13

—

—

—

13

Other investments and other non-current assets

10

103

38

—

152

303

Working capital*

374

505

279

37

80

1,275

Capital employed*

4,247

4,538

1,448

266

278

10,777

Provisions and other non‑current liabilities

(103)

(351)

(73)

(25)

(697)

(1,249)*310

Corporate

See note 4 "Alternative performance indicators and information by segment".

2023 Universal Registration Document

Financial and accounting information
Consolidated financial statements

2022(In millions of euros)

Adhesive
Solutions

Advanced
Materials

Coating
SolutionsIntermediates

Sales

Corporate

Total

2,898

4,341

3,250

1,020

41

11,550EBITDA*

366

941

593

306

(96)

2,110

Recurring depreciation and amortization of property,
plant and equipment and intangible assets

(78)

(278)

(127)

(61)

(6)

(550)

Recurring operating income (REBIT)*

288

663

466

245

(102)

1,560

Depreciation and amortization related to the revaluation ofproperty, plant and equipment and intangible assets as partof the allocation of the purchase price of businesses

(95)

(18)

(5)

—

—

(118)

Other income and expenses

(63)

(79)

—

23

(36)

(155)

Operating income

130

566

461

268

(138)

1,287

Equity in income of affiliates

—

(6)

—

—

—

(6)

Intangible assets and property,
plant and equipment additions

85

456

127

20

19

707

Of which: Recurring capital expenditure*

85

333

127

20

19

584

Goodwill, net

1,736

484

391

44

—

2,655

Intangible assets excluding goodwill and property,
plant and equipment, net

2,211

2,376

756

211

53

5,607

Investments in equity affiliates

—

24

—

—

—

24

Other investments and other non-current assets

12

93

38

—

154

297

Working capital*

455

552

335

45

53

1,440

Capital employed*

4,414

3,529

1,520

300

260

10,023

Provisions and other non-current liabilities

(95)

(384)

(74)

(29)

(620)

(1,202)

5

See note 4 "Alternative performance indicators and information by segment".

Sales of Specialty Materials, by Business Line:
2023

2022

Adhesive Solutions

2,714

2,898

of which Construction and Consumer

1,250

1,349

of which Industrial Assembly

1,464

1,549

Advanced Materials

3,562

4,341

of which High Performance Polymers

1,457

1,926

of which Performance Additives

2,105

2,415

Coating Solutions

2,402

3,250

of which Coating Resins

1,743

2,358

of which Coating Additives

659

892

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Financial and accounting information
Consolidated financial statements

4.10 Information by geographical area
Sales are presented on the basis of the geographical location of customers. Capital employed and gross intangible assets andproperty, plant and equipment additions are presented on the basis of the location of the assets.

2023(In millions of euros)
Europeof which France
NAFTA*of which United States
Asiaof which China**
Rest of the world
TOTAL

Intangible assets andproperty, plant andequipment additions

Non-Group
sales

Capitalemployed

3,272

4,205

312

743

2,724

273

3,477

3,614

214

3,106

3,414

204

2,244

2,801

101

1,045

770

74

521

157

7

9,514

10,777

634

Non-Group
sales

Capitalemployed

Intangible assets andproperty, plant andequipment additions

3,803

4,218

299

848

2,851

247

4,073

3,803

173

3,664

3,603

164

3,177

1,818

226

1,725

819

116

* USA, Canada, Mexico.
** China, Hong Kong and Taiwan.

2022(In millions of euros)
Europeof which France
NAFTA*of which United States
Asiaof which China**
Rest of the world
TOTAL

497

184

9

11,55010,023707* USA, Canada, Mexico.
** China, Hong Kong and Taiwan.

Note 5 Climate issues
Arkema is committed to the fight against global warming andin 2022 raised its level of commitment from a “well below
2°C” trajectory to a “1.5°C” trajectory by 2030 in line with theParis Agreement. This commitment now includes its Scope 3
emissions. In 2023, Arkema obtained SBTi validation of its
decarbonization roadmap, which raised its emissions
reduction targets to a 48.5% reduction for Scopes 1 and 2 anda 54% reduction for Scope 3 by 2030 versus the 2019 baseline.
In this regard, the Group is notably targeting a 25% reductionin its net energy purchases by 2030 versus 2012 (EFPI
intensive indicator).
To meet these targets, the Group is constantly improving its
production processes and looking to improve energy efficiency
at its sites by leveraging innovation, particularly through its
Arkema Energy program. It is also pursuing its efforts topurchase energy from low-carbon sources.

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Its climate plan is supported by investments aimed at furthering
decarbonization, which could represent a cumulative amountof €400 million over the 2022-30 period (see note 9.5 Assetvalue monitoring/Sensitivity analysis).
In line with Arkema’s 2030 climate targets, climate issues aretaken into account in its capital expenditure decisions, its
raw materials and energy supply contracts, and its analysesof potential acquisition projects. In operational terms, capital
expenditure decisions factor in an internal carbon pricewhich is validated by the Group Executive Committee and isin line with the assumptions used in impairment testing.
In preparing the consolidated financial statements,
management has identified estimates and judgments that
may be impacted by the effects of climate change. They arelisted below and are boxed in green in each of the notes:

Financial and accounting information
Consolidated financial statements

Subject

Notes

Content

Sustainable capital expenditure

9.3. Property, plant and equipment• Capital expenditure undertaken to date andaimed at furthering the Group’s decarbonization
goals include the projects at Carling and Lacq,
as well as the Arkema Energy program.

Measurement of non-financial assets

9.3. Property, plant and equipment• The Group takes climate issues into accountwhen determining the useful lives of its fixed
assets, and considers that such issues do notmaterially impact the value of its fixed assets
at 31 December 2023.

9.5. Asset value monitoring• Assumptions used in impairment testing(cash flow projections and sensitivity analyses).

Provisions

11.1.2. Other provisions• Environmental provisions cover, in particular,
expenses related to physical risks associatedwith climate change.

Sustainable financing

12.3.1. Analysis of net debt by category• A €300 million green bond issue was completed
in 2020 to finance a plant manufacturing 100%
bio-sourced Rilsan® polyamide 11 in Singapore.
• The syndicated credit line is linked to three CSR
criteria (greenhouse gas emissions, volatileorganic compound emissions and the total
recordable injury rate).

Share-based payments

7.4.2. Free share grants• Performance share grants partly depend onachieving environmental targets, such as the
reduction of greenhouse gas emissions. Thistarget determines 15% of the total grant in 2023
(12.5% in 2022).

Compliance with laws and regulations

6.2.3. Greenhouse gas emissions
allowances (EUAs)• Greenhouse gas emissions allowances (EUAs)
held by the Group at the reporting date cover
the operational needs of the Group’s European
units, with no foreseeable shortfall until the endof phase 4. The Group does not have any trading
activity in respect of CO2 emissions allowances.

Low-carbon energy contracts

6.3 Off-balance sheet commitments
related to the Group’s operating activities• Arkema has signed multi-year contracts topurchase Guarantee of Origin certificates (RECs)
within the scope of its Arkema Energy program.
When material, these contracts are included
within off-balance sheet commitments at thetime they are entered into, and later recognizedwithin intangible assets when the certificatesare acquired. They give rise to the recognitionof an expense when they are used.

9.3 Property, plant and equipment• Arkema has signed multi-year low-carbon
energy procurement contracts (PPA) within
the scope of its Arkema Energy program.
These PPAs are analyzed on a case-by-casebasis to determine whether they meetthe criteria for recognition as property, plantand equipment or as a lease, which depends
on the characteristics of the assets and theapplicable contractual provisions.

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Financial and accounting information
Consolidated financial statements

Note 6 Other information relating to operating activities
6.1.5 Other income and expenses

6.1 Income statement
6.1.1 Sales
Sales consist of sales of chemicals produced or marketedby the Group. They are measured at the fair value of theconsideration received or receivable, net of returns, trade
discounts and volume rebates. Sales are recognized whencontrol of the goods is transferred to the customer. The
transfer of control is determined mainly on the basis of theterms and conditions of the sales contracts.

6.1.2 Operating expenses
Operating expenses correspond to the full cost of sales
excluding research and development expenses and selling
and administrative expenses which are reported on specific lines.

Other income and expenses concern a limited number ofwell-identified non-recurring items of income and expenseof a particularly material nature that the Group presents
separately in its income statement in order to facilitate
understanding of its recurring operational performance.
These items of income and expense notably include:• impairment losses in respect of property, plant andequipment, intangible assets and financial assets;• gains or losses on sale of assets, acquisition costs,
negative goodwill on acquisitions on favorable terms andthe valuation difference on inventories between their fairvalue at the acquisition date and their production cost;• expenses related to capital increases reserved for employees;• start-up costs related to capital expenditure that is
considered exceptional;

6.1.3 Research and development expenses
Research and development expenses include salaries, purchases,
external services and amortization, and are recognized as
incurred. Grants received are recognized as a deduction
from research expenses.
The Group recognizes France’s research tax credit (CIR) as
a deduction from operating expenses.

• large restructuring and environmental expenses which
would hamper the interpretation of recurring operating
income (including substantial modifications to employee
benefit plans and the effect of onerous contracts); and• material expenses related to litigation and claims whose
nature is not directly related to ordinary operations.

6.1.4 Operating income
Operating income is calculated as all income and expenses
not relating to the financial result, equity affiliates orincome taxes.
2023(In millions of euros)
Restructuring and environment
Goodwill impairment
Asset impairment (excluding goodwill)
Litigation and claims

IncomeNet

Expenses

Income

Net

(56)

4

(52)

(56)

5

(51)

—

—

—

—

—

—

(28)

—

(28)

(33)

—

(33)

6

(14)

—

(14)

(1)

7

Gains (losses) on sales and purchasesof assets

(12)

23

11

(51)

27

(24)

Other

(67)

—

(67)

(33)

—

(33)

TOTAL OTHER INCOME AND EXPENSES

(164)

34

(130)

(187)

32

(155)

In 2023, restructuring expenses mainly concern the Adhesives
segment, while environment expenses relate to the Corporate
segment, and in particular to an additional charge to theenvironmental provision concerning the St‑Fons site (seenote 10.2.1 "Environment"). Specific asset impairments haveprimarily been recognized in the Hydrogen Peroxide activities
for the Jarrie site in France (see note 9.3 “Property, plantand equipment”). The income and expenses relating to sales

314

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2023 Universal Registration Document

and purchases of assets were mainly attributable to thecapital gain recognized on the divestment of Febex and tocosts arising on the acquisition of the 54% stake in PIAM. The
item “Other” primarily includes start-up costs for the Singapore
site in Specialty Polyamides (see note 4.3 “Recurring capital
expenditure”).

5

Financial and accounting information
Consolidated financial statements

In 2022, restructuring and environment expenses mainly
concern the Adhesive Solutions, Advanced Materials andCorporate segments. Specific asset impairments have mainly
been recognized in the Hydrogen Peroxide activities for the
Jarrie site in France (see note 9.3 “Property, plant andequipment”). Expenses related to litigation and claims mainly
concern legal fees for ongoing proceedings in the United States.
The income and expenses relating to sales and purchases ofassets were mainly attributable to the acquisition of
Ashland’s Performance Adhesives business. The income forthis item is primarily attributable to the divestment of the

PMMA activity in South Korea. The item “Other” primarily includes
start-up costs related to exceptional capital expenditure inSpecialty Polyamides in Asia (see note 4.3 “Recurring capital
expenditure”) and expenses related to the capital increase
reserved for employees in the second half of 2022.
The total impairment (including goodwill impairment)
included in other income and expenses amounts to a net
expense of €28 million at 31 December 2023 compared to a
net expense of €39 million at 31 December 2022.

6.2 Working capital
6.2.1

Cash flows
The change in working capital reported in the cash flow
statement amounts to €158 million in cash flow fromoperating activities and €45 million in cash flow frominvesting activities.

Cash flows in foreign currencies are translated into euros
using the average exchange rates of each period. Cashflow statements exclude foreign exchange differences
arising from the translation into euros of assets andliabilities recognized in balance sheets denominated inforeign currencies at the end of the period (except for
cash and cash equivalents).

(In millions of euros)

Monetary flows
in the cash flow
statement
Other(operating
and investing Translation non‑monetary 31 December
31 December Changes
flows
2023
activities) adjustments
2022 in scope

Inventories

1,399

21

(194)

(30)

12

1,208

+ Accounts receivable, excluding fixed asset receivables

1,360

25

(98)

(30)

3

1,260

+ Other receivables, including income taxes recoverable

332

2

2

(8)

(16)

312

- Accounts payable, excluding fixed asset payables

927

15

(65)

(14)

1

864

- Other liabilities, including income taxes

546

8

(67)

(5)

(7)

475

TOTAL OPERATING CATEGORIES

1,618

25

(158)

(49)

5

1,441

+ Fixed asset receivables

—

—

1

—

—

1

- Other creditors and fixed asset payables

221

—

(44)

(5)

—

172

(221)

—

45

5

—

(171)

43

—

—

6

(44)

5

1,440

25

(113)

(38)

(39)

1,275

TOTAL INVESTING CATEGORIES+ Current financial derivative assets and liabilities
TOTAL WORKING CAPITAL

6.2.2 Inventories
Inventories are valued in the consolidated financial statements
at the lower of cost and net realizable value, in accordancewith IAS 2 “Inventories”. Cost of inventories is generally
determined using the weighted average cost (WAC) method.

Cost of manufactured product inventories includes raw material
and direct labor costs, and an allocation of production
overheads and depreciation based on normal production
capacity. Start-up costs and general and administrative
costs are excluded from the cost of manufactured productinventories.
The net realizable value is the sale price as estimated forthe normal course of business, less estimated costs forcompletion and sale.

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Consolidated financial statements(In millions of euros)

31 December 2023

31 December 2022

INVENTORIES (COST)

1,333

1,522

Valuation allowances

(125)

(123)

INVENTORIES (NET)

1,208

1,399

Of which:
Raw materials and supplies

413

495

Finished products

795

904

6.2.3

Greenhouse gas emissions allowances (EUAs)

In the absence of an IFRS standard or interpretation relating to accounting for CO2 emissions allowances, the following
treatment has been adopted:• allowances allocated without payment of consideration are recognized for nil value; and• transactions carried out in the market are recognized at the transaction amount.

For the management of its combustion installations and process emissions, the Group is exposed to the risks arising fromthe European Union Emissions Trading Scheme (EU ETS) for greenhouse gases, which was introduced by the European Union
in 2005. In phase 4, which began in 2021 and will continue until the end of 2030, the number of EU allowances (EUAs) for
greenhouse gas emissions held in inventory at year-end covers the operational needs of the Group’s European units, with noforeseeable shortfall until the end of phase 4. The Group does not have any trading activity in respect of CO2 emissions
allowances. However, in the normal course of its operations, the Group may carry out transactions on the market.

6.2.4

Accounts receivable, other receivables
and prepaid expenses

Accounts receivable amount to €1,261 million net at
31 December 2023 (€1,360 million at 31 December 2022) andinclude a bad debt provision of €25 million at 31 December 2023(€26 million at 31 December 2022). The maturities of accounts
receivable net of provisions are presented in note 12.6.4“Credit risk”. Other receivables and prepaid expenses notably
include receivables from governments in an amount of €114 million
at 31 December 2023 (€140 million at 31 December 2022),
including €97 million of VAT (€115 million at 31 December 2022).

6.2.5

Accounts payable, other creditors
and accrued liabilities

Accounts payable amount to €1,036 million at 31 December 2023(€1,149 million at 31 December 2022).
Other creditors and accrued liabilities mainly comprise employeerelated liabilities for €261 million at 31 December 2023(€280 million at 31 December 2022) and amounts owing togovernments for €65 million at 31 December 2023(€89 million at 31 December 2022), including €35 million of
VAT (€55 million at 31 December 2022).

6.3 Off-balance sheet commitments related to operating activities
6.3.1

Off-balance sheet commitments related to the Group’s operating activities

The main commitments given are summarized in the table below:(In millions of euros)

31 December 2023

31 December 2022

Guarantees granted

136

132

Comfort letters——

Contractual guarantees

1

2

Customs and excise guarantees

27

32

TOTAL

164

166

Guarantees granted are mainly bank guarantees in favor of local authorities and public bodies (state agencies, environmental
agencies) in respect of environmental obligations or concerning classified sites, as well as rent guarantees for the Group’s future
headquarters.

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Financial and accounting information
Consolidated financial statements

6.3.2

5

Contractual commitments related to the Group’s operating activities

In the normal course of business, the Arkema Group hassigned multi-year purchase agreements for raw materials
and energy for the operational requirements of its factories,
in order to guarantee the security and continuity of supply.
Signature of such contracts over initial periods generallycomprised between one and ten years is a normal practicefor companies in the Group’s business sector in order tocover their needs.
These purchase commitments were valued taking into
account, on a case-by-case basis, Arkema’s financial
commitment to its suppliers, as certain of these contracts
include clauses which oblige the Group to take delivery of
the minimum volumes as set out in the contract or,otherwise, to pay financial compensation to the supplier.
Depending on the case, these commitments are reflected in
the purchase contracts in the form of notice periods,
indemnification to be paid to the supplier in case of earlytermination of the contract or “take or pay” clauses. The
value of these agreements thus corresponds to theminimum amount payable to suppliers as indemnification in
the event of termination of the contracts or failure to takedelivery of the minimum contractual quantities, less any
quantities that can be resold on the market when theGroup is able to do so (even though this may not be its
intention upon entering into the agreements).

This latter case concerns the Group's multi-year lowcarbon energy procurement contracts and contracts
to purchase Guarantee of Origin certificates, forwhich the Group's residual exposure has not been
deemed material.
Some lease or purchase commitments do not fall within
the scope of IFRS 16. Many of them are irrevocable purchasecommitments described above, and service contracts or asset
provision contracts that are not identified or controlled by
Arkema at 31 December 2023. Only the irrevocable portionof outstanding future purchases has been valued,

and the corresponding amounts are included in the table below at 31 December 2023.
The total amount of the Group’s financial commitments is €1,219 million at 31 December 2023 (year Y) maturing as follows:
31 December 2023

31 December 2022

Y

(In millions of euros)

—

273

Y+1

259

140

Y+2

135

106

Y+3

113

103

Y+4

96

97

Y+5 until expiry of the contracts

616

652

1,219

1,371

TOTAL

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Note 7 Workforce, personnel expenses and employee benefits
7.1

WORKFORCE
Adhesive
Solutions

Advanced
Materials

Coating
SolutionsIntermediates

Corporate

Total

Employees at 31 December 2023

6,885

9,245

3,795

886

135

20,946

Employees at 31 December 2022

7,088

8,862

3,849

1,009

136

20,944

FranceRest of Europe

NAFTA*

Employees at 31 December 2023

7,178

3,458

4,017

5,180

Asia Rest of the world
1,113

20,946

Total

Employees at 31 December 2022

7,216

3,551

4,127

4,922

1,128

20,944* USA, Canada, Mexico.

7.2 PERSONNEL EXPENSES
Personnel expenses, including free share grants (see note 7.4“Share-based payments”), amount to €1,644 million in 2023(€1,616 million in 2022).

They comprise €1,238 million of wages and salaries and
IFRS 2 expenses (€1,229 million in 2022) and €406 million ofsocial security charges (€387 million in 2022).

7.3 PROVISIONS FOR PENSIONS AND OTHER EMPLOYEE BENEFITS
In accordance with IAS 19 (Revised) “Employee benefits”:• payments made in the context of defined contributionplans are recognized in expenses of the period; and• obligations in respect of defined benefit plans arerecognized and valued using the actuarial projected unit
credit method.

Post-employment benefits
For defined benefit plans, the valuation of obligations under
the projected unit credit method principally takes into
account:• an assumption concerning the date of retirement;• a discount rate which depends on the geographical region
and the duration of the obligations;• an inflation rate;• assumptions in respect of future increases in salaries, ratesof employee turnover and increases in health costs; and• the most recent mortality statistics for the countries
concerned.
Returns on plan assets are in line with discount rates.
Differences which arise between the valuation of obligations
and forecasts of such obligations (on the basis of new
projections or assumptions) and between forecasts andoutcomes of returns on plan assets are termed actuarial
gains and losses, and are recorded in other non-recyclable
comprehensive income.

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When a plan is amended or created, the entire past service
cost is immediately recognized in the income statement.
A pension asset may be generated where a defined benefit
plan is overfunded. The amount at which such an asset isrecognized in the balance sheet may be subject to a ceiling,in application of IAS 19.64 and IFRIC 14.

Other long-term benefits
In respect of other long-term benefits, and in accordancewith applicable laws and regulations, provisions are recognizedusing a simplified method. Thus, if an actuarial valuation
using the projected unit credit method is required, actuarial
gains and losses and all past service costs are recognized
immediately in the provision, with a corresponding entry
being recognized in the income statement.
The net expense related to pension obligations and other
employee benefit obligations is recognized in recurring
operating income, with the exception of:• the effect of curtailments or settlements of plans, which
are presented under the “Other income and expenses”
caption in the case of substantial modifications to suchplans; and• the net interest expense and the actuarial gains andlosses related to changes in the discount rate on otherlong-term benefits, which are classified within thefinancial result caption.

Financial and accounting information
Consolidated financial statements

IFRIC decision on attributing benefit to periodsof service (IAS 19 “Employee benefits”)
From 2021 onward, IFRIC (IFRS Interpretations Committee), inagreement with the IASB, will adopt a new approach for
attributing benefit to periods of service.

5• supplementary defined benefit pension plans other thanthose affected by the French order of July 2019, which
froze any further rights accruals as of the end of 2019; and• early retirement schemes, where benefits are only paid if
the employment contract is terminated.

The following plans are concerned:• plans with payments on retirement, where benefits are cappedin terms of months after a specified number of years ofservice in the company;
At 31 December 2023, provisions for pensions and other employee benefits break down as follows:(In millions of euros)

2023

2022

Pension obligations

267

255

Healthcare and similar coverage

45

46

Dispensation from work
Post-employment benefits

14

15

326

316

Long service awards

71

66

Other long-term benefits

71

66

Provisions for pensions and other employee benefits

397

382

(In millions of euros)

2023

2022

Provision recognized in liabilities

397

382

Amount recognized in assets

(2)

(1)

Net provisions for pensions and other employee benefits

395

381

Characteristics of the principal plans
In accordance with the laws and practices of each country,
the Group participates in employee benefit plans offering
retirement, healthcare and similar coverage, and special
termination benefits. These plans provide benefits based on
various factors including length of service, salaries, andcontributions made to the national bodies responsible forthe payment of benefits.
These plans are either defined contribution plans or defined
benefit plans. In certain cases they can be either partly or
totally funded by investments in dedicated plan assets,mutual funds, general funds of insurance companies or otherassets.
The main features of the principal defined benefit plans are
as follows:• in the United States, the largest defined benefit plan is the“Employee Pension Plan”. This plan has been frozen forseveral years and no new rights can be earned except in
the case of a few employees. Under this plan, beneficiaries
receive a lump sum or an annuity when they retire. The
plan is pre-funded, and the assets funding it are subject tothe minimum funding rules laid down in the federal

Pension Protection Act. A complementary healthcare plan
covering certain medical expenses or insurance premiums
for retired employees and their dependents is still open to
new members; this plan is not pre-funded. In 2020, toreduce exposure to financial risk and volatility, some of the
Employee Pension Plan obligations were outsourced to an
insurance company together with the corresponding
assets. This resulted in a US$31 million decrease in assets
and a US$29.5 million decrease in obligations, with thedifference recorded in the 2020 income statement. An
additional transfer was carried out in 2021, resulting in a
US$42.9 million decrease in assets and a US$44.6 million
decrease in obligations, with the difference recorded in the2021 income statement;• in France, the top hat pension plans are closed to newmembers. One of these plans is managed by an insurancecompany and pre-funded by plan assets. The other plan
has been terminated insofar as it concerns the Chairman
and Chief Executive Officer, following the resolution adopted
at the annual general meeting of 7 June 2016. The portionof the plan related to other beneficiaries was closed andtransferred to external management in 2016.

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The retiree top-up healthcare plan is also closed and is not
pre-funded. Other benefit plans (bonuses, long service
awards and retirement gratuities) pay out lump sums; they
are open to all employees and are partly pre-funded;• in the United Kingdom, no further rights have been able tobe earned under any existing plan for several years now.
The UK plans are pre-funded through a pension fund.

• in Germany, all defined benefit plans are closed to newmembers. Plan participants receive a monthly payment
once they retire (the normal retirement age is set at 65).
Only certain plans are pre-funded, involving non-significant
amounts;2023 French pension reform• in the Netherlands, the defined benefit plans for Arkema
and Bostik were open until 31 December 2015 and were thenreplaced by defined contribution plans from 1 January 2016.
Rights vested at 31 December 2015 were transferred toexternal management; andThe impact of this reform is not material for the Group’s pension
obligations and other employee benefits, as the retirement
age assumptions used in previous years were already higher
than the minimum age required under the new reform.

7.3.1

On 14 April 2023, France passed amended 2023 social security
financing law no. 2023-270, which gradually increases the legal
retirement age (from 62 to 64) and lengthens the amount oftime workers are required to make contributions.

Expense in the income statement

The expense related to defined-benefit plans breaks down as follows:2023(In millions of euros)

Total

2022

Healthcare
Pension and similar Dispensation
obligations
coveragefrom work

Current service cost

13

11

1

1

16

14

1

1

Past service cost

—

—

—

—

—

—

—

—

Settlements

—

—

—

—

—

—

—

—

Interest expense

22

20

2

—

15

14

1

—

Expected return on plan assets

(10)

(10)

—

—

(8)

(8)

—

—

Other

—

—

—

—

—

—

—

—

(INCOME)/EXPENSE

25

21

3

1

23

20

2

1

7.3.2

Change in net provisions over the period
Pensionobligations

320

Total

Healthcare
Pension and similar Dispensation
obligations
coveragefrom work

Healthcare andsimilar coverage

Totalpost‑employment
benefits

Dispensationfrom work(In millions of euros)

2023

2022

2023

2022

2023

2022

2023

2022

Net liability (asset) at beginning of period

254

324

46

59

15

19

315

402

Provision recognized in liabilities

255

335

46

59

15

19

316

413

—

—

(1)

(11)

1

1

25

23

Amount recognized in assets

(1)

(11)

—

(Income)/Expense for the period

21

20

3

Contributions paid to plan assets

(10)

(17)

—

—

—

—

(10)

(17)

Net benefits paid by the employer

(12)

(10)

(7)

(3)

(2)

(3)

(21)

(16)

Changes in scope

—

1

2

2

—

—

2

3

Reclassification as assets held for sale under IFRS 5

—

—

—

—

—

—

—

—

Actuarial gains and losses recognizedin shareholders’ equity

17

(71)

2

(15)

—

(2)

19

(88)

2

Translation adjustments

(5)

7

(1)

2

—

—

(6)

8

Net liability (asset) at end of period

265

254

45

46

14

15

324

315

Provision recognized in liabilities

267

255

45

46

14

15

326

316

Amount recognized in assets

(2)

(1)

—

—

—

—

(2)

(1)

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Consolidated financial statements

7.3.3

Benefit obligations and provisions at 31 December

Present value of benefit obligations
Pensionobligations

Healthcare andsimilar coverage

Dispensationfrom work(In millions of euros)

2023

2022

2023

2022

2023

2022

Present value of benefit obligations at beginning of period

457

648

46

59

15

19

Current service cost

11

14

1

1

1

1

Net interest expense

20

14

2

1

—

—

Past service cost (including curtailments)

—

—

—

—

—

—

Settlements

—

—

—

—

—

—

Plan participants’ contributions

—

—

—

—

—

—

(43)

(72)

(7)

(3)

(2)

(3)

—

1

2

2

—

—

Benefits paid
Changes in scope
Reclassification as assets held for sale under IFRS 5

—

(17)

—

—

—

—

Actuarial gains and losses recognized in shareholders’ equity

20

(149)

2

(15)

—

(2)

Translation adjustments

(8)

18

(1)

2

—

—

Present value of benefit obligations at end of period

457

457

45

46

14

15

Change in fair value of plan assets
Plan assets are mainly located in the United States, France and the United Kingdom.
Pension obligations(In millions of euros)

2023

2022

Fair value of plan assets at beginning of period

(203)

(324)

Interest income

(10)

(8)

Settlements——

Plan participants’ contributions——

Employer contributions

(10)

(17)

Benefits paid from plan assets

30

63

Changes in scope——

Reclassification as assets held for sale under IFRS 5—

17

Actuarial gains and losses recognized in shareholders’ equity

(3)

78

Translation adjustments

4

(12)

(192)

(203)

Fair value of plan assets at end of period

Obligations in the balance sheet
Healthcare and similar
coverage

Pension obligations(In millions of euros)

2023

2022

2023

2022

Dispensation from work
2023

2022

Present value of unfunded obligations

88

88

45

46

14

15

Present value of funded obligations

369

369

—

—

—

—

Fair value of plan assets

(192)

(203)

—

—

—

—

(Surplus)/Deficit of assets relative to benefit obligations

265

254

45

46

14

15

—

—

—

—

—

—

Asset ceiling
Net balance sheet provision

265

254

45

46

14

15

Provision recognized in liabilities

267

255

45

46

14

15

Amount recognized in assets

(2)

(1)

—

—

—

—

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Consolidated financial statements

Changes in recent years in the obligation (excluding the dispensation from work mechanism), the value of the plan assets andactuarial gains and losses are as follows:(In millions of euros)

2023

2022

2021

2020

Obligations for pensions, healthcare and similar coverage

502

503

707

804

Plan assets

(192)

(203)

(324)

(354)

Net obligations

310

300

383

450

11

6

(6)

(7)

• effects of changes in financial assumptions

13

(171)

(43)

77

• effects of changes in demographic assumptions

(5)

1

(6)

—

Actuarial (gains) and losses on accumulated rights• experience adjustments

Pre-tax amount recognized through equity during the valuation period
Healthcare andsimilar coverage

Pension obligations(In millions of euros)

Dispensationfrom work

2023

2022

2023

2022

2023

2022

Actuarial (gains) and losses generated in the period (A)

17

(71)

2

(15)

—

(2)

Effect of the surplus cap and the asset ceiling (B)

—

—

—

—

—

—

Total amount recognized in equity (A+B)

17

(71)

2

(15)

—

(2)

Cumulative actuarial (gains) and losses recognized in equity

116

99

(93)

(95)

(3)

(3)

Composition of the investment portfolio
Pension obligations
At 31 December 2023

At 31 December 2022

FranceUK

Rest ofEuropeUSA

FranceUK

Rest ofEuropeShares

13%

20%

14%

37%

14%

26%

20%

USA
45%

Bonds

15%

38%

43%

40%

18%

30%

31%

41%

Property

2%

—%

—%

10%

2%

—%

17%

10%

Monetary/Cash assets

—%

10%

2%

—%

—%

1%

8%

—%

Investment funds

—%

32%

—%

—%

—%

43%

—%

—%

Funds held by an insurance company

70%

—%

31%

—%

65%

—%

12%

—%

Other

—%

—%

10%

13%

—%

—%

12%

4%

Pension assets are mainly invested in listed financial instruments. Funds are managed in the interests of beneficiaries and of theGroup in a manner suited to the liability profile and in compliance with applicable regulations.

Actuarial assumptions
The main assumptions for pension obligations and healthcare and similar coverage are as follows:
2023
FranceDiscount rate
Rate of increase in salaries

2022
Rest ofEurope

USA

4.50

3.51

4.95

N/A

2.30-3.75

4.14

Germany

UK

3.55

3.60

2.9-3.5

3.00

The discount rate is determined based on indexes covering
bonds by issuers with an AA credit rating, for maturities
consistent with the duration of the above obligations.

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FranceRest ofEurope

USA

4.80

2.93

5.20

N/A

2.0-3.75

4.16

Germany

UK

4.10

4.13

3-3.5

3.00

The rate of increase in healthcare costs has a negligible
impact in the United States as a ceiling has been applied
since mid-2006, and in Europe since 2008. The impact has
been limited to the rate of inflation during the period overwhich rights vest.

5

Financial and accounting information
Consolidated financial statements

A change of plus or minus 0.50 points in the discount rate has the following effects on the present value of accumulated benefit
obligations at 31 December 2023:
2023

Pension obligations, healthcare and similar coverage(In millions of euros)

EuropeUSA

Increase of 0.50

(16)

(12)

Decrease of 0.50

17

12

A change of plus or minus 0.50 points in the rate of increase in salaries has the following effects on the present value ofaccumulated benefit obligations at 31 December 2023:
2023

Pension obligations, healthcare and similar coverage(In millions of euros)

EuropeUSA

Increase of 0.50

72

Decrease of 0.50

(7)

(2)

Rest ofthe world

Total

Provisions by geographical area

2023

FranceGermany

Rest ofEuropeUSA

Pension obligations

110

71

10

63

11

265

Healthcare and similar coverage

20

—

—

25

—

45

Dispensation from work

14

—

—

—

—

14

FranceGermany

Rest ofEuropeUSA

Rest ofthe world

Total

Pension obligations

103

64

11

67

9

254

Healthcare and similar coverage

20

—

—

25

1

46

Dispensation from work

15

—

—

—

—

15.0

2022

Cash flows
The contributions to be paid by the Group in 2024 for funded
benefits are estimated at (€9) million.

The benefits to be paid by the Group in 2024 in applicationof defined benefit plans are valued at €13 million for pension
obligations, and €9 million for healthcare and similar coverage.

7.4 SHARE-BASED PAYMENTS
In application of IFRS 2 “Share-based payments”, the freeshares granted to management and certain Group employees
are measured at their fair value at the date of grant,
which generally corresponds to the date of the Board of
Directors’ meeting that granted the free shares.

7.4.2

The fair value of rights under free share grants corresponds
to the opening market price of the shares on the day of
the Board of Directors’ meeting that decides on the grant,
adjusted for dividends not received during the period. The
expense recognized also reflects the probability that thepresence condition will be fulfilled. This expense is includedin personnel expenses on a straight-line basis over thevesting period of the rights.

Performance shares are generally granted on the condition ofcontinued presence within the Group and achievement offinancial and CSR objectives.

7.4.1

Free share grants

On 8 November 2023, the Board of Directors decided to
introduce two free performance share plans for employees,
particularly people in positions of responsibility whose work
has an influence on the Group’s results.

These include a greenhouse gas emissions reduction
target (climate indicator determining 15% of the total
grant in 2023 (12.5% in 2022)).

Stock options

The Board of Directors decided several years ago not to
introduce any further stock option plans, and there are no
remaining stock option plans outstanding.

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Financial and accounting information
Consolidated financial statements

Movements in the free share grant plans existing at 31 December 2023 are as follows:

Plan

Grant date2020-1, 2

5 May 2020

2020-34 Nov. 2020

Vesting
periodNumberof shares
subject toTotal number
Holding of free shares performance
conditions
periodgranted

3-4 years 0-3 years
3 years

2 years

Fair value(euros per
share)

NumberNumberof shares of shares
vested canceledin 2023
in 2023

Total numberof shares still
to be granted
at 31 Dec. 2023

9,129

—

10.09-20.94

1,135

41

7,939

238,550(1)226,000

52.58

237,884

1,210

—

(2)

2020-44 Nov. 2020

4 years 0

128,245

111,365

54.33

—

3,740

116,275

2021-19 Nov. 2021

3 years

2 years

239,575(3)227,387

81.91

—

3,430

232,075

2021-29 Nov. 2021

4 years

0

124,713(4)105,293

83.92

—

3,975

116,1532022-1, 2

9 Nov. 2022

4 years

052,255—63.45-70.51

11—52,2442022-39 Nov. 2022

3 years

2 years

234,715(5)219,835

68.26

—

6,780

227,755(6)2022-49 Nov. 2022

4 years

0

128,540

106,515

66.15

—

3,355

124,9152023-18 Nov. 2023

3 years

2 years

247,665(7)232,980

69.45

—

4,200

243,4652023-28 Nov. 2023

4 years

0

126,995(8)102,800

67.68

—

315

126,680

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)

May be raised to 283,750 in the event of outperformance.
May be raised to 150,518 in the event of outperformance.
May be raised to 285,052 in the event of outperformance.
May be raised to 145,772 in the event of outperformance.
May be raised to 278,682 in the event of outperformance.
May be raised to 149,843 in the event of outperformance.
May be raised to 294,261 in the event of outperformance.
May be raised to 147,555 in the event of outperformance.

The amount of the IFRS 2 expense recognized in respect of free shares at 31 December 2023 is €25 million (€25 million at
31 December 2022).

7.5 COMPENSATION OF KEY MANAGEMENT PERSONNEL
Key management personnel of a group, as defined in IAS 24, are those persons having authority and responsibility for planning,
directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise)of that entity.

The key management personnel of the Group are the directors and the members of its Executive Committee.
The compensation and benefits of any kind recognized in expenses by the Group are as follows:(In millions of euros)

2023

2022

Salaries and other short-term benefits

10

10

Pensions, other post-employment benefits and contract termination benefits——

Other long-term benefits——

Share-based payments

7

9

Salaries and other short-term benefits comprise all types of compensation recorded, including variable amounts, bonuses,
attendance fees and benefits in kind.
The Chairman and Chief Executive Officer is entitled to a contractual indemnity in the event of non-voluntary departure, up to a
maximum of twice his total gross annual compensation (fixed and variable), subject to achievement of performance criteria.

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Financial and accounting information
Consolidated financial statements

5Note 8 Income taxes
Current income taxes
Current taxes are the amount of income taxes that the Group
expects to pay in respect of taxable profits of consolidated
companies in the period. They also include adjustments tocurrent taxes in respect of prior periods.
The French tax consolidation regime enables certain French
companies in the Group to offset their taxable income
when determining the tax expense for the entire French tax
group. The overall tax expense is payable by Arkema, as theparent company of the tax group. Tax consolidation regimes
also exist in countries outside France.

Deferred taxes
The Group uses the liability method whereby deferred taxes
are recognized based upon the temporary differences between
the financial statement and tax basis of assets and liabilities,
as well as on tax loss carryforwards and other tax credits,in accordance with IAS 12 “Income taxes”.
Deferred tax assets and liabilities are valued at the tax rates
that are expected to apply in the year in which the asset will
be realized or the liability settled, on the basis of tax rates(and tax legislation) that have been enacted or virtually enacted
at the balance sheet date. The effect of any changes in tax

8.1

rates is recognized in income for the period, unless it relates
to items that were previously debited or credited through equity.
Deferred tax assets and liabilities are not discounted.
Deferred tax assets are recognized to the extent that theirrecovery is probable. In order to assess the likelihood of recovery
of such assets, account is notably taken of the profitability
outlook at the end of each period, determined by the Group,and historical taxable profits or losses, particularly for thescope of the French tax consolidation group.
A deferred tax liability is recognized for all taxable temporary
differences related to investments in subsidiaries, associates
and joint ventures, unless:• the Group controls the timing of the reversal of thetemporary difference; and• it is probable that this difference will not reverse in theforeseeable future.
Deferred tax assets and liabilities are offset if a legally
enforceable right to offset current tax assets and liabilities
exists and if they relate to income taxes levied by the sametax authority.

INCOME TAX EXPENSE

The income tax expense breaks down as follows:(In millions of euros)

2023

2022

Current income taxes

(170)

(281)

Deferred income taxes

(7)

27

TOTAL INCOME TAXES

(177)

(254)

The income tax expense amounts to €177 million in 2023 compared with €254 million in 2022.

8.2 ANALYSIS BY SOURCE OF NET DEFERRED TAX ASSETS (LIABILITIES)The analysis by source of the net deferred tax assets (liabilities) is as follows, before offset of assets and liabilities at fiscal
entity level:(In millions of euros)
Tax loss and tax credit carryforwards

Changes
Changes
31
Change in recognized inrecognized
Decemberscope/ share-holders’ in the income
2022 Reclassifications
equitystatement
52

2

—

0

Translation
adjustments

31
December
2023

0

54

Provisions for pensions and similar benefits

70

1

4

(1)

0

74

Other temporarily non-deductible provisions

343

24

21

(33)

(8)

347

Deferred tax assets

465

27

25

(34)

(8)

475

Valuation allowance on deferred tax assets

(97)

0

(10)

(7)

1

(113)

Excess tax over book depreciation

175

13

(1)

(2)

(5)

180

Other temporary tax deductions

389

101

9

(32)

(6)

461

Deferred tax liabilities

564

114

8

(34)

(11)

641

NET DEFERRED TAX ASSETS (LIABILITIES)

(196)

(87)

7

(7)

4

(279)

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Financial and accounting information
Consolidated financial statements

After offsetting assets and liabilities at fiscal entity level, deferred taxes are presented as follows in the balance sheet:(In millions of euros)

31 December 2023

31 December 2022

Deferred tax assets

157

166

Deferred tax liabilities

436

362

(279)

(196)

NET DEFERRED TAX ASSETS (LIABILITIES)As the Group is able to control the timing of the reversal of temporary differences related to investments in subsidiaries andjoint ventures, it is not necessary to recognize deferred taxes in respect of these differences.

8.3 RECONCILIATION BETWEEN INCOME TAX EXPENSE AND PRE-TAX INCOME(In millions of euros)

2023

2022

Net income

425

966

Income taxes

(177)

(254)

Pre-tax income
French corporate income tax rate
Theoretical tax expense

602

1,220

25.83%

25.83%

(156)

(315)

Difference between French and foreign income tax rates(1)

7

Tax effect of equity in income of affiliates

(2)

(2)

Permanent differences

122

Change in valuation allowance against deferred tax asset ceiling

(7)

44

Deferred tax assets not recognized (losses)

(23)

10

INCOME TAX EXPENSE

(177)

(254)

The French corporate income tax rate includes the standard tax rate (25.00% in 2023) and the additional social security
contribution. The overall income tax rate therefore stands at 25.83% in 2023.

8.4 EXPIRY OF TAX LOSS CARRYFORWARDS AND TAX CREDITSThe Group’s unrecognized tax loss carryforwards and tax credits can be used up to their year of expiry, indicated in the table below:
31 December 2023
(In millions of euros)

31 December 2022

Base

Income taxes

Base

2023

—

—

22

5

2024

16

4

13

3

2025

17

4

17

4

2026

8

2

9

2

2027

26

6

34

8

2028 and beyond

Income taxes

77

19

—

—

Tax losses that can be carried forward indefinitely*

1,313

332

1,253

325

TOTAL

1,457

367

1,348

347

*

Essentially in France.

The Group’s unrecognized tax loss carryforwards and tax credits take into account the changes in the tax rate.

8.5 INCOME TAXES PAID
Income taxes paid amount to €191 million.

326(In millions of euros)

31 December 2023

31 December 2022

Income taxes paid

191

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Consolidated financial statements

5Note 9 Intangible assets and property, plant and equipment
9.1

GOODWILL

Goodwill is initially recognized when a business combination takes place, as described in note 3.1 “Consolidation principles”.
Goodwill is not amortized after initial recognition. It is included in the cash-generating units (CGUs) that are subject toimpairment tests as soon as any indicators of potential impairment are identified. Impairment tests are performed at least
annually, following the methodology described in note 9.5 “Asset value monitoring”.

31 December 2023

(In millions of euros)

31 December 2022

Gross book value

Accumulated
depreciation andimpairment

Net book value

Net book value

3,657

(617)

3,040

2,655

Goodwill

The breakdown by segment is as follows:

Goodwill by segment

31 December 2023 31 December 2022
Net book value
Net book value

Adhesive Solutions

1,715

1,736

Advanced Materials

902

484

Coating Solutions

379

391

Intermediates

44

44

Corporate

—

—

3,040

2,655

(In millions of euros)

2023

2022

At 1 January

2,655

1,925

Acquisitions

481

685

TOTAL

Changes in the net book value of goodwill are as follows:

Impairment——

Translation adjustments

(49)

45

Reclassifications

(47)

—

At 31 December

3,040

2,655

In 2023, the "Acquisitions" line corresponds to goodwill arisingon the acquisition of a 54% controlling interest in PI Advanced
Materials Co., Ltd. and on the acquisition of Polytec PT Gmbh
Polymere Technologien, partly offset by the reduction in goodwill
following completion of the purchase price allocation for
Bostik South Africa (PTY) Ltd. (formerly Permoseal), Shanghai
Zhiguan Polymer Materials (PMP) and Polimeros Especiales.
The “Reclassifications” line corresponds to a reclassification
to intangible assets (see note 9.2 "Intangible assets").

For 2022, the “Acquisitions” item corresponds to new goodwill
recognized on the acquisition of Ashland’s Performance Adhesives
business, Permoseal, Shanghai Zhiguan Polymer Materials (PMP)and Polimeros Especiales, partially offset by the reduction in
goodwill following the finalization of the Poliplas and Agiplast
purchase price allocation.

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Financial and accounting information
Consolidated financial statements

9.2 OTHER INTANGIBLE ASSETS
Other intangible assets mainly include patents and technologies,
trademarks, software and IT licenses, capitalized contracts,
customer relations, and capitalized research expenses.
These intangible assets are recognized in the balance sheet
at their acquisition or production cost, less any accumulated
amortization and impairment losses recognized following
impairment tests as described in note 9.5 “Asset value
monitoring”.
Intangible assets other than goodwill and trademarks withindefinite useful lives are amortized on a straight-line basis
over 3 to 20 years depending on the pattern in which theasset’s future economic benefits are expected to be
consumed by the entity.
The main categories of intangible assets and the amortization
periods applied by the Group are as follows:• trademarks other than those with indefinite useful lives:
useful life of up to 30 years;• patents: residual period until expiry of patent protection;• technologies: average useful life;• software: 3-10 years;• licenses: term of the contract;• capitalized contracts: term of the contract;• customer relations: average useful life;• capitalized research expenses: useful life of the project; and• REACH registration fees: protection period of study data.

Trademarks
Acquired trademarks are valued by the relief-from-royalty
method.

Software and IT licenses
Software development expenses for the design, programmingand test phases are capitalized.
Training costs, expenses related to change management, datatransfer and subsequent maintenance costs are recorded
as expenses.

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Capitalized research and development costs
Under IAS 38 “Intangible assets”, development costs arecapitalized as soon as the Group can demonstrate, inparticular:• its intention and its financial and technical ability tocomplete the development project;• that it is probable that future economic benefits attributable
to the development costs will flow to the enterprise, which
also implies having successfully completed the main nontoxicity studies relating to the new product; and• that the cost of the asset can be measured reliably.
Grants received in respect of development activities arerecognized as a deduction from capitalized development
costs if they have been definitively earned by the Group.
The Group also receives public financing in the form of
repayable advances for the development of certain projects.
Repayment of these advances is generally related to the
future revenues generated by the development. The Group
recognizes these advances in balance sheet liabilities (inthe “Other non-current liabilities” caption) taking accountof the probability of their repayment.

REACH (Registration, Evaluation
and Authorization of Chemicals)
As no specific IFRS IC interpretations exist on the subject,
the Group applies the following methods based on IAS 38:• when most of the tests required for preparing the registration
file have been acquired from a third party, the Group
records an operating right in the intangible assets; and• when most of the expenses involved in preparing the registration
file have been carried out internally or outsourced, the Group
capitalizes the development costs that meet the requirements
for capitalization defined by IAS 38 (see “Capitalized
research and development costs” above).

5

Financial and accounting information
Consolidated financial statements

At 31 December 2023, the net book value of intangible assets excluding Goodwill amounts to €2,416 million.
31 December 2023

31 December 2022

Gross book value

Accumulated
depreciationand impairment

Net book value

Net book value

Patents and technologies

623

(293)

330

343

Trademarks

672

(8)

664

632

Software and IT licenses

481

(396)

85

83

Capitalized REACH costs

91

(58)

33

34

(In millions of euros)

Other capitalized research expenses

21

(21)

0

2

Capitalized contracts

88

(75)

13

12

Asset rights

99

(48)

51

51

Customer relations

892

(183)

709

782

Other intangible assets

382

(63)

319

27

Intangible assets in progress

237

(25)

212

212

3,586

(1,170)

2,416

2,178

TOTAL

Trademarks essentially comprise the Bostik® and Den Braven® trademarks, which are part of the Adhesive Solutions segment.
Other intangible assets include the provisional allocation of the purchase price for the 54% controlling interest acquired in PI Advanced
Materials Co., Ltd. (see note 3.2.2 "Acquisitions in 2023"). This mainly concerns technologies and customer relations.
Changes in the net book value of intangible assets are as follows:(In millions of euros)

2023

2022

At 1 January

2,178

1,516

Acquisitions

65

56

Depreciation

(179)

(164)

Impairment

—

—

—

—

Changes in scope

337

718

Translation adjustments

(36)

46

Disposals

Reclassifications (including reclassifications as assets held for sale)At 31 December

At 31 December 2023, the “Changes in scope” item includes
the intangible assets described in note 3.2.2 “Businesscombinations”. The "Reclassifications" line includes €47 million
reclassified from goodwill to intangible assets (see note 9.1“Goodwill”).

51

6

2,416

2,178

At 31 December 2022, “Changes in scope” included intangible
assets relating to Ashland’s Performance Adhesives business.

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Financial and accounting information
Consolidated financial statements

9.3 PROPERTY, PLANT AND EQUIPMENT
Gross value

Depreciation and impairment

The gross value of items of property, plant and equipment
other than rights of use corresponds to their acquisition or
production cost in accordance with IAS 16 “Property, plantand equipment”. Gross value is not subject to revaluation.

Depreciation is calculated on a straight-line basis on the basisof the acquisition or production cost. Assets are depreciatedover their estimated useful lives by category of asset. The
principal categories and useful lives are as follows:

Equipment subsidies are deducted directly from the cost of theassets which they financed. With effect from 1 January 2009and in accordance with the revised version of IAS 23,
borrowing costs that are directly attributable to financing
property, plant and equipment that necessarily take a
substantial period of time to get ready for their intended
use or sale are eligible for capitalization as part of the costof the assets for the portion of the cost incurred over theconstruction period.

• machinery and tools: 5-10 years

Routine maintenance and repairs are charged to income in
the period in which they are incurred. Costs related tomajor maintenance turnarounds of industrial facilities
which take place at intervals greater than 12 months arecapitalized at the time they are incurred and depreciatedover the period between two such turnarounds.

• transportation equipment: 5-20 years• specialized complex installations: 10-20 years• buildings: 10-30 years
These useful lives are reviewed annually and modified if
expectations change from the previous estimates. Suchchanges in accounting estimates are accounted for on aprospective basis.
Additional impairment is recognized when a loss of value isobserved from impairment tests conducted as described innote 9.5 “Asset value monitoring”.

The Group has identified certain assets, such as gas boilers, whose useful lives could be affected by climate-related issues
linked to transition risk. However, if these assets were to be replaced by carbon-free solutions, they would be kept until theend of their useful lives as a replacement solution for safety and business continuity reasons.
The remaining useful lives of the Group's other complex installations are fairly short compared with their depreciation periods,
ranging from 10 to 20 years. This period may be shorter for installations with high emissive power, such as those used to
produce certain types of fluorogases.
The Group therefore believes that transition risk has no material impact on the useful lives of assets and that no additional
impairment is required.

CHANGES IN PROPERTY, PLANT AND EQUIPMENT
31 December 2023

31 December 2022

Accumulated
depreciationand impairment

Net book value

Net book value(In millions of euros)

Gross book value

Land and buildings

2,393(1,533)860

724

Complex industrial facilities

3,728(3,188)

540

571

Other property, plant and equipment

4,735(3,137)

1,598

1,053

544

(29)

515

884

11,400(7,887)

3,513

3,232

452

(235)

217

197

11,852(8,122)

3,730

3,429

Construction in progress
TOTAL PROPERTY, PLANT AND EQUIPMENT
EXCLUDING RIGHTS OF USE
Rights of use
TOTAL PROPERTY, PLANT AND EQUIPMENT

Other property, plant and equipment at 31 December 2023 mainly comprises machinery and tools with a gross value of€3,672 million (€2,978 million at 31 December 2022), and accumulated depreciation and provisions for impairment of€2,438 million (€2,238 million at 31 December 2022).

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Financial and accounting information
Consolidated financial statements

5

CHANGES IN PROPERTY, PLANT AND EQUIPMENT EXCLUDING RIGHTS OF USE
Changes in the net book value of property, plant and equipment excluding rights of use are as follows:(In millions of euros)

2023

2022

At 1 January

3,232

2,874

Acquisitions

569

651

Depreciation

(430)

(436)

Impairment

(30)

(42)

Disposals

(4)

(11)

Changes in scope

268

140

Translation adjustments

(89)

62

—

—

Other
Reclassifications (including reclassifications as assets held for sale)At 31 December

Impairment at 31 December 2023 mainly concerns specificproperty, plant and equipment for Hydrogen Peroxide activities
at the Jarrie site in France.
Acquisitions include capital expenditure intended tofurther the Group’s decarbonization goals, representing€30 million in 2023 (€16 million in 2022). These include a
new purification process for the acrylic monomer plantat its Carling site in France, the Arkema Energy program,and the installation of an innovative catalyst at its Lacq
site in France.

(3)

(6)

3,513

3,232

Changes in scope are described in further detail in note 3.2“Business combinations”.
Impairment at 31 December 2022 mainly concerned specificproperty, plant and equipment for Hydrogen Peroxide
activities at the Jarrie site in France.

9.4 IFRS 16 LEASES: RIGHTS OF USE AND IFRS 16 DEBT
From 1 January 2019, the Group’s lease obligations arerecorded in application of IFRS 16 “Leases”. In the balance
sheet, the Group recognizes an asset corresponding to theright to use the leased asset, and an equivalent financial
liability. In the income statement, the lease payment expense
is replaced by depreciation of the right to use the asset,
recorded in “Depreciation, amortization and impairment”,
and a financial interest expense, recorded in “Financial result”.
The cash flow statement is also impacted. The Group records
repayments of the financial liability, presented in “Cashflow from financing activities”, and a financial interest
expense, presented in “Cash flow from operating activities”.
The Group first applied this standard at 1 January 2019 underthe modified retrospective approach, and opted to use thetwo exemptions from capitalization allowed for leases ofless than twelve months and leases of assets with an individual
value of less than US$5,000 when new. For purposes ofsimplification, the Group excludes a certain number ofsubsidiaries from the scope of application of IFRS 16. The
combined impact of the excluded lease contracts is notmaterial for the Group.

The right of use is recognized at an amount corresponding
to the initial debt, adjusted for prepaid and accrued paymentson the original lease, and any estimated repair costs. The rightof use is depreciated on a straight-line basis over the termof the lease.
In application of the decision of November 2019 by the IFRS IC,
the lease term is the irrevocable period, extended where
relevant by any renewal options the Group is reasonably certain
to use; in particular, the Group applies the recommendationof 3 July 2020 issued by France’s Accounting Standards
Authority, ANC, to real estate property leases in France.
The lease obligation at 1 January 2019 was calculated under
IFRS 16, applying the discount rates in force at that dateover the residual term of the lease.
As the implicit interest rate of the leases is not easily
determined, the Group applies a discount rate based on thesubsidiaries’ estimated incremental borrowing rate.
The principal leases affected by IFRS 16 concern real estate
property and logistics equipment, excluding servicing
obligations associated with the lease.

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Financial and accounting information
Consolidated financial statements

At 31 December 2023, the net book value of rights of use related to leases is €217 million.
31 December 2023

(In millions of euros)

Accumulated
depreciation and
Gross book value
impairment

31 December 2022

Net book value

Net book value

Rights of use: real estate assets (head offices, offices)

96

(68)

28

35

Rights of use: industrial assets (factories, land, warehouses)

70

(24)

46

44

Rights of use: logistics assets (trucks, containers, trolleys)

245

(125)

120

96

41

(18)

23

22

452

(235)

217

197

Rights of use: other assets (cars, etc.)
Total rights of use

Changes in the net book value of rights of use are as follows:(In millions of euros)

2023

2022

At 1 January

197

157

Acquisitions

105

103

Depreciation

(79)

(67)

Disposals

(4)

(5)

5

1

Changes in scope
Translation adjustments(4)5

Reclassifications (including reclassifications as assets held for sale)(3)

3

At 31 December

217

197

The IFRS 16 debt amounts to €223 million at 31 December 2023 (see note 12.3 “Debt”). The total non-discounted value of theGroup’s future lease payments amounts to €249 million at 31 December 2023, maturing as follows:(In millions of euros)

31 December 2023

Within one year72

1-5 years

111

After 5 years

66

TOTAL

249

At 31 December 2023, the cash outflows associated with leases
amount to €85 million for the year. The financial expenses
related to the IFRS 16 debt amount to €7 million.

The application of exemptions for short-term leases and leasesof low-value assets concerns amounts that are not material
at Group level.

9.5 ASSET VALUE MONITORING
The recoverable amount of property, plant and equipment
and intangible assets is tested as soon as any indication of
impairment is identified. A review to identify if any such
indication exists is performed at each year-end, based on a
five-year plan validated by the Executive Committee. This
impairment test is performed at least once a year andincludes goodwill and trademarks with indefinite useful lives.
An asset’s recoverable amount corresponds to the greaterof its value in use and its fair value less costs to sell.
Tests are performed for each autonomous group of assets,termed Cash Generating Units (CGUs). A CGU is a group ofassets whose continued use generates cash flows that aresubstantially independent of cash flows generated by othergroups of assets. They are worldwide business operations,which bring together groups of similar products in strategic,
commercial and industrial terms. The value in use of a CGU

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is determined on the basis of the discounted future cash
flows that are expected to be generated by the assets inquestion, based upon Group executive management’s expectationof future economic and operating conditions over the next
five years or, when the asset is to be sold, by comparison
with its market value. Impairment is calculated as the difference
between the recoverable amount and the carrying amountof the CGU. Because of its unusual nature, any such
impairment is presented separately in the income statement
under the “Other income and expenses” caption. Impairment
may be reversed, up to the maximum carrying amount thatwould have been recognized for the asset had the asset notbeen impaired. Impairment losses on goodwill are irreversible(in application of IFRIC 10, impairment losses on goodwill
recognized in previous interim accounting periods cannot
be written back).

Financial and accounting information
Consolidated financial statements

5

In 2023, the terminal value was calculated based on a perpetuity growth rate of 2% for all these CGUs except Fluorogases andAdhesive Solutions, for which the rates used were 0% and 2.5%, respectively (2% for all CGUs in 2022), and mid-cycle cash flows.
The after-tax rate used to discount future cash flows and the terminal value is the Group’s weighted average cost of capital,
estimated at 8.5% in 2023 (8.5% in 2022), except for the Asia Acrylics CGU, for which the rate was 9.5% in 2023 (9.6% in 2022).

Cash flow projections take into account the expected or probable impacts of climate-related issues for the Group, in terms of:• opportunities for innovation and sustainable growth by reducing the environmental footprint of its products, particularly inthe strategic markets of green energy, electric mobility, sustainable lifestyle and construction;• decarbonization mechanisms, multi-year contracts to purchase low-carbon energy (PPAs) and Guarantee of Origin
certificates (RECs), and investments by CGUs intended to move closer to the Group's greenhouse gas emissions reduction
targets;• regulatory developments, with the increase in the cost of GHG emissions for CGUs (emissions trading schemes such as the
ETS, carbon taxes, taxes on energy purchases) and new regulations affecting the fluorogases market. The emissions
allowance prices used in the projections range from €95 per metric ton in 2024 to €130 per metric ton from 2028.

Sensitivity analyses carried out at 31 December 2023, evaluating the impact of reasonable changes in the basic assumptions – inparticular the impact of a 1-point increase in the discount rate, or of a change of minus 0.5 of a point in the perpetuity growthrate, or minus 10% in EBITDA, or plus 20% in capital expenditure – confirmed the net carrying amounts of the different CGUs,
excluding the Hydrogen Peroxide CGU, for which the assumption of a change of plus 20% in capital expenditure would lead to
impairment losses of less than €20 million.

In addition, these EBITDA and capital expenditure sensitivity analyses include any climate-related impacts in terms ofincreases in the price per tonne of CO2 and additional investments enabling the Group to meet its target to reduce its
Scope 1 and 2 greenhouse gas (GHG) emissions and its Scope 3 emissions by 46% by 2030 relative to 2019. This target is
supported by an increase in investments contributing to decarbonization, which could reach €400 million between 2022
and 2030.

Lastly, impairment losses were recognized on other specific assets at 31 December 2023 (see note 9.3 "Property, plant and equipment").

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Consolidated financial statements

Note 10 Equity accounted companies and other non-current assets
The accounting methods for associates, joint ventures andother investments are described in note 3.1 “Consolidation
principles”.
The amounts of the Group’s commitments to joint ventures
and associates are non-significant.

In addition, in the normal course of business, the Grouphas business relationships with certain non-consolidated
companies or with companies which are accounted for underthe equity method. The values involved are not significant.

10.1 ASSOCIATESThe equity value and equity in income (loss) of associates stood at €8 million and a negative €8 million respectively in 2023(€18 million and a negative €6 million in 2022).
2023(In millions of euros)2022% owner-shipSales% owner-ship

Sales

Arkema Yoshitomi Ltd.

49%

20

49%

19

CJ Bio Malaysia Sdn. Bhd.

14%

163

14%

344

ERPRO 3D FACTORY

10%

1

10%

2

Ihsedu Agrochem Private Ltd.

25%

198

25%

222

TOTAL

382

587

10.2 JOINT VENTURESThe equity value and equity in income (loss) of joint ventures amounted to €5 million euros and a negative €1 million in 2023
respectively (€6 million and €0 million in 2022).
2023(In millions of euros)
Barrflex TU LLC
TOTAL% owner-ship
49%

2022
Sales

% owner-ship

0

49%

0

Sales
1
1

10.3 OTHER INVESTMENTS
The main movements in 2022 and 2023 are as follows:(In millions of euros)

334

2023

2022

At 1 January52

52

Acquisitions—

1

Disposals(3)—(Increases)/Reversals of impairment

3—

Changes in scope——

Translation adjustments——

Other changes—(1)

At 31 December

52

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Consolidated financial statements

10.4 OTHER NON-CURRENT ASSETS
31 December 2023
(In millions of euros)

31 December 2022

Gross value

Impairment

Net value

Gross value

Impairment

Net value

2

—

2

1

—

1

Loans and advances

199

(11)

188

203

(10)

193

Security deposits paid

61

—

61

52

—

52

262

(11)

251

256

(10)

245

Pension assets

TOTAL

Loans and advances include amounts receivable from the
French tax authorities in respect of France’s research tax
credit (CIR). Loans and advances also include €64 million ofreceivables on TotalEnergies SE related to the remediation
costs in respect of closed industrial sites in the United States(see note 11.1.2 “Other provisions/Environmental provisions”).

The CIR for 2019, amounting to €26 million, was reimbursed
in September 2023. The CIR for 2020, amounting to €22 million,
will be reimbursed in 2024.

Note 11 Other provisions and other non-current liabilities,
contingent liabilities and litigation
11.1 OTHER PROVISIONS AND OTHER NON-CURRENT LIABILITIESA provision is recognized when:• the Group has a legal, regulatory or contractual obligation
to a third party resulting from past events. An obligation canalso result from Group practices or public commitmentsthat create a reasonable expectation among the third parties
in question that the Group will assume certain responsibilities;• it is certain or probable that the obligation will lead to an
outflow of resources to the benefit of the third party; and• its amount can be estimated reliably and corresponds tothe best possible estimate of the commitment. In exceptional
cases where the amount of the obligation cannot bemeasured with sufficient reliability, disclosure is made in
the notes to the financial statements in respect of theobligation (see note 11.2 “Liabilities and contingent liabilities”).

Environmental provisions which are established or reviewed
when a business is closed down, or upon a formal requestfrom the authorities, are the subject of an internal review
every two years. These provisions are recognized or updated bya dedicated team which calls in specialized external assistanceas and when required by the matters identified.
When it is expected that the Group will obtain partial or total
reimbursement of the cost that was provided against, theexpected reimbursement is recognized in receivables if, andonly if, the Group is virtually certain of the receipt.
Long-term provisions, other than provisions for pensions andpost-employment benefit obligations, are not inflation-indexed
or discounted as the Group considers that the impact of suchadjustments would not be significant.
The current (less than one year) portion of provisions ismaintained within the “Other provisions and non-current
liabilities” caption.

11.1.1Other non-current liabilities

Other non-current liabilities amount to €14 million at 31 December 2023 versus €14 million at 31 December 2022.

11.1.2Other provisions(In millions of euros)

Environmental
provisions

Restructuring

Other

Total

At 1 January 2023

217

38

189

444

Increases in provisions

39

7

22

68

Reversals of provisions on use

(34)

(18)

(14)

(66)

Reversals of unused provisions

(2)

(2)

(32)

(36)

Changes in scope

—

—

—

—

Translation adjustments

(4)

—

(3)

(7)

Other

—

5

(6)

(1)

At 31 December 2023

216

30

156

402

Of which: less than one year

35

13

26

74

Of which: more than one year

181

17

130

328

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Consolidated financial statements

Furthermore, certain provisions are covered by non-current assets (receivables and deposits):
Environmental
provisions

Restructuring

Other

Total

Total provisions at 31 December 2023

216

30

156

402

(In millions of euros)
Portion of provisions covered by receivables or deposits

64

—

37

101

Deferred tax asset related to amounts coveredby the Total indemnity

19

—

—

19

Provisions at 31 December 2023 net of non-current assets

133

30

119

282

(In millions of euros)

Environmental
provisions

Restructuring

Other

Total
429

At 1 January 2022

202

49

178

Increases in provisions

42

5

64

111

Reversals of provisions on use

(33)

(16)

(36)

(85)

Reversals of unused provisions

(1)

(1)

(22)

(24)

Changes in scope

—

—

—

—

Translation adjustments

6

1

6

13

Other

1

—

(1)

—

At 31 December 2022

217

38

189

444

Of which: less than one year

33

17

35

85

Of which: more than one year

184

21

154

359

Furthermore, certain provisions were covered by non-current assets (receivables and deposits):
Environmental
provisions

Restructuring

Other

Total

Total provisions at 31 December 2022

217

38

189

444

Portion of provisions covered by receivables or deposits

65

—

32

97

(In millions of euros)

Deferred tax asset related to amounts coveredby the Total indemnity

20

—

—

20

Provisions at 31 December 2022 net of non-current assets

132

38

157

327

Environmental provisions
Environmental provisions are recognized mainly to cover expenses related to soil and water table clean-up, as well as, to alesser extent, expenses related to the reinforcement of certain structures to address physical climate risks such as flooding.
Environmental provisions are mainly for:• France for €100 million (€98 million at 31 December 2022);• the United States for €105 million (€107 million at 31 December 2022), of which €83 million in respect of former industrialsites covered 100% by the TotalEnergies SE group indemnity (receivable recognized in “Other non-current assets” for an
amount of €64 million and €19 million recognized in deferred tax assets).

Restructuring provisions

Other provisions

Restructuring provisions are mainly in respect of restructuring
measures in France for €20 million (€25 million at
31 December 2022), in Europe excluding France for €5 million(€7 million at 31 December 2022) and in the United States for€3 million (€3 million at 31 December 2022).

Other provisions amount to €156 million and mainly comprise:

Increases in such provisions in the period mainly correspondto the restructuring plans described in note 6.1.5 “Other
income and expenses”.

• provisions for labor litigation for €75 million (€71 million at
31 December 2022);• provisions for commercial litigation and warranties for€32 million (€61 million at 31 December 2022);• provisions for tax litigation for €30 million (€30 million at
31 December 2022); and• provisions for other risks for €19 million (€27 million at
31 December 2022).

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Financial and accounting information
Consolidated financial statements

511.2 LIABILITIES AND CONTINGENT LIABILITIESContingent liabilities arising from changes in the scope of consolidation are presented in note 3.4 “Warranties related to salesof businesses”.
IAS 37 defines a contingent liability as:a) a possible obligation that arises from past events, the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the Group's control; orb) a present obligation that arises from past events but is not recognized because (i) it is not probable that an outflow ofresources embodying economic benefits will be required to settle the obligation; or (ii) the amount of the obligation
cannot be measured with sufficient reliability.

11.2.1

Environment

The Group’s business activities are subject to constantly
changing local, national and international regulations on theenvironment and industrial safety, which entail meeting
increasingly complex and restrictive requirements. In thisregard, these activities can involve a risk of the Group’s
liability being called upon, particularly in respect of clean-upof sites and industrial safety.
Taking account of the information available, agreements signedwith TotalEnergies SE, and the provisions for environmental
contingencies recognized, the Group’s executive management
considers that the environmental liabilities identified at
this point are valued and recognized to the best of their knowledge
in the financial statements. However if laws, regulations or
government policy in respect of environmental matters wereto change, the Group’s obligations could change, which could
lead to additional costs.
The competent authorities have made, are making or may inthe future make specific demands that the Group rehabilitate
or control emissions at certain sites that it is currently operating,or that it operated or disposed of in the past, at neighboringsites or at sites where the Group stored or disposed of waste.

Sites currently in operation
The Group has many sites of which a certain number may bepolluted in view of their age and the range of activities thatare carried out on them, or that were carried out on them inthe past. As regards these sites, certain situations have been
identified and the Group has already carried out certain
clean-up work, or otherwise developed action plans andrecognized provisions in order to cover future clean-up work.
However, in the light of (i) the uncertainties over the technicalmeans to be implemented, (ii) potential issues that are unknown,(iii) uncertainties over the actual time required for remediationcompared with the estimated time (e.g., “pump and treat”),
and (iv) potential changes in regulations, the possibility thatthe expenses the Group will incur will be higher than the amounts
covered by provisions cannot be excluded. These potential
excess costs relate mainly to the sites in Antwerp (Belgium),
Calvert City (United States), Carling (France), Günzburg (Germany),
Jarrie (France), Lannemezan (France), Leicester (United Kingdom),
Lesgor (France), Loison (France), Mont (France), Pierre-Bénite
(France), Ribecourt (France), Rion-des-Landes (France), Riverview(United States), Rotterdam (Netherlands), Saint-Auban (France),
and Vlissingen (Netherlands) and could adversely affect theGroup’s business, results and financial situation.

Pursuant to a prefectural decision issued on 14 June 2023,
Arkema is required to perform additional analyses for certain
PFAS in the area around the Pierre Bénite site, as well as anenvironmental assessment (interprétation de l’état des milieux)
and a health risk assessment. The provisions set aside at
31 December 2023 are sufficient to cover the cost of thesestudies. Given that (i) the results of these studies are pending,and (ii) regulations may change, it cannot be ruled out that
the Group’s exposure will be greater than the provisioned amounts.

Closed industrial sites (former industrial sites)
TotalEnergies SE directly or indirectly took over some closed
industrial sites at the date of the Spin-Off of Arkema’s
Businesses on 10 May 2006.
Since the Spin-Off, the businesses exercised on the formersites of Dorlyl SNC (France), Ibos (France), Colmar (France),
Bernouville (France), Bonn (Germany) and Wetteren (Belgium)
have been closed and the land sold. The businesses carriedon at the Zaramillo site in Spain have been closed and thereal estate assets have been sold. The businesses carried onat the Chauny (France), Miranda (Spain) and Pierrefitte
Nestalas (France) sites have also been closed, without selling
the land, and where relevant are covered by provisions foramounts that the Group considers adequate.
Furthermore, the Prefect of the Haute-Savoie region issued aprefectural decision on 6 April 2018 ordering Arkema France
to carry out investigations on the Chedde site (France), withregard to the perchlorate production operations. Arkema
France has met all requirements.
On 15 October 2021, the Republic and Canton of Geneva filed
a petition for summary proceedings with the Administrative
Court of Grenoble, notably challenging Arkema France in its
capacity as beneficiary of the perchlorate production operations
on the Chedde site, and requesting the appointment of anexpert to determine the causes, origins and consequences ofthe perchlorate pollution in the groundwater around Geneva.
On 19 November 2021, Arkema France filed a petition with
the Grenoble Administrative Court seeking to establish thepotential liability of the French Ministry of Armed Forces. Byorder of 26 January 2022, the Administrative Court of Grenoble
granted the Swiss authorities’ request for an expert assessmentof this matter. The assessment is currently underway.

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Consolidated financial statements

Sites in operation that have been solda) Saint-Fons (Arkema France)
In the sale of the Group’s vinyls activities to the Klesch
Group in early July 2012, all industrial installations on theSaint-Fons site were transferred to Kem One, apart from theland, which is held under a long-term lease. The agreements
for the sale stipulated that Arkema France remains liable forlegacy pollution at the site.
The Prefect of the Rhône region issued decisions on 14 May 2007,
19 and 27 June 2012, ordering Arkema France to carry out
quality monitoring on underground water and propose a plan
to manage the legacy pollution affecting the site (T112 andother pollutants). Following issuance of the most recent
prefectural decision on 22 December 2020, Arkema France
submitted a new management plan in April 2023 and adjusted
its provisions accordingly in 2023. However, in the light of(i) potential issues that are unknown, (ii) uncertainties over
the actual time required for remediation compared with theestimated time, and (iii) potential changes in regulations, thepossibility that the expenses the Group will incur on theSaint-Fons site will be higher than the amounts covered byprovisions cannot be excluded.
b) Parrapon mining concession
Under a prior commitment made by the Arkema Group to the
French authorities in connection with the transfer of the
Parrapon mining concession to Kem One SAS, which was
authorized by a ministerial decision of 13 January 2016, theGroup will bear the costs that may be payable by Kem One SAS,
as concession operator, as a result of surveillance and safetymeasures for the 31 salt mines which were permanently
closed down on 12 February 2014.
To meet the requirements of the authorities, Kem One sent a
proposal to the DREAL in a letter dated 21 August 2017 settingout a program of work. At 31 December 2022, the balance ofthe provision corresponds to an amount considered adequate
by the Group to cover the cost of the work.
Porto Marghera site (Italy)
As part of the divestment of the PMMA business in 2021, thePorto Marghera site was sold to Trinseo, which took over allenvironmental obligations. At 31 December 2023, administrative
formalities related to the sale had yet to be finalized.

11.2.2 Litigation, claims and proceedings
in progress
Labor litigationa) Occupational illness (France)
In the manufacture of its products, the Group uses and has
used toxic or hazardous substances. Despite the safety andmonitoring procedures that have been instituted at Grouplevel and for each production site, Group employees may
have been exposed to such substances and may develop
specific pathologies as a result of such exposure.
In this respect, like most industrial companies, in the past,
the Group has used a variety of insulating or heat-proofing
materials containing asbestos in its production facilities.
Consequently, certain employees may have been exposed tosuch materials before they were gradually eliminated andreplaced with substitute products.

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At its French sites, the Group anticipated the regulatory provisions
applicable to asbestos (Decrees no. 96-97 and 96-98 of
7 February 1996 and Decree no. 96-1133 of 24 December 1996).
The Group made an inventory of building materials within its
premises that contained asbestos, notified employees of theresults of these investigations and took the collective andindividual protective measures required by the applicablelaws. However, claims for occupational illness related to pastasbestos exposure have been filed against the Group, mostly
for periods before 1980. Given the latency period of asbestosrelated pathologies, additional claims for occupational illness
are likely to be filed in the years ahead.
The Group has recognized provisions to cover the risks of
employer liability claims related to notified cases of occupational
illness, which are reversed as appropriate depending on caseoutcomes.
b) Anxiety suffered as a result of exposure to asbestos
or a harmful or toxic substance (Arkema France)
In a ruling of 11 May 2010, the labor chamber of the French
Supreme Court (Cour de Cassation) recognized the existenceof a prejudice of anxiety, eligible for compensation, for employees
who in the past worked on sites included in the list of
establishments whose workers were eligible for the early
retirement system for asbestos workers.
Two decisions by the French Supreme Court (Cour de Cassation,
on 5 April 2019 and 11 September 2019) extended the right tocompensation for the prejudice of anxiety to employees who
have not worked in an establishment classified as exposing
workers to asbestos, but can prove they have been exposed
to asbestos, and employees who can prove they have been
exposed to a harmful or toxic substance entailing a high riskof developing a serious medical condition.
To date, 52 former employees of the Carling plant haveappealed to the employee claims court seeking damages foranxiety suffered as a result of alleged past exposure totrichloroethylene during their working lives.
It is possible that other current or former employees ofArkema France who were effectively exposed to asbestos,
who worked on sites that are added by ministerial decision
to the official list of eligible sites, or who may have been
exposed to carcinogenic or other toxic substances during
their working lives, could bring action in the future before an
employee claims court to claim compensation for the prejudiceof anxiety.

Tax litigationa) Arkema Quimica Ltda
Arkema’s Brazilian subsidiary Arkema Quimica Ltda, whichmerged with Arkema Coatex Brasil Indústria e Comércio Ltda.
on 1 January 2021, started offsetting certain tax assets andliabilities in 2000 following a declaration as to the unconstitutional
nature of certain taxes. The Brazilian government contested
the justification for this offset and in 2009 claimed repaymentof 19.5 million reais (around €6 million). In mid-2017, Arkema
Quimica Ltda reassessed its risk and decided to opt into anamnesty program that reduced the amount payable to
6 million reais, to be paid in installments until September 2029.

Financial and accounting information
Consolidated financial statementsb) Arkema Srl
In 2013, the Lombardy Regional Tax office (Italy) conducted a
tax inspection of Arkema Srl for the 2008, 2009 and 2010
financial years, subsequently extended to 2011, 2012, 2013
and 2014, after which, among other observations, it contested
the purchase prices of products for resale and the level ofcommission paid to the Company in intragroup transactions,and applied a withholding tax on interest on intragroup financing.
The tax reassessments notified for 2008, 2009, 2010, 2011,2012, 2013 and 2014 amount to €14.7 million including interest
and penalties. All of these reassessments were contested
and no provisions recognized in this respect. Arkema Srl won
all of its disputes in every year except 2011. On 19 October 2021,
the Supreme Court overturned the court’s decision on the
grounds of mistake of law (burden of proof) and remanded
the matter back to the court. In 2023, the Company opted toapply a moratorium proposed by Italian regulations, enabling
it to put an end to litigation still in progress in exchange forpayment of an amount lower than the costs of pursuing thelitigation, except for 2011. On 14 July 2023, the Lombardy Courtof Appeal ruled against the Company in the last outstanding
dispute concerning 2011 (€2 million). As no grounds were
given for the ruling, the Company appealed the decision.

Other litigationa) Harvey (Arkema Inc.)
As a result of Hurricane Harvey, Arkema’s Crosby, Texas plant
experienced unprecedented flooding leading to a loss of
power, the loss of back up refrigeration, the decompositionof certain organic peroxides products that require refrigeration
and, ultimately, a series of fires at the plant. Floodwaters
also caused wastewater releases. Since September 2017,
Arkema Inc. has been defending, and continues to defend,
multiple civil lawsuits that were filed against it by private
individuals and governmental entities.
One of those cases was certified in May 2022 as a class action
for certain claims asserted under federal statutes. A classaction settlement was reached in 2023 and submitted to thefederal court for approval. In January 2024, the court entereda Preliminary Approval Order for that settlement.
All but one of the remaining lawsuits were consolidated in 2020
for pre-trial purposes into a state multi-district litigation pendingin Texas court. The matters involving the largest number ofprivate individuals has been settled, and negotiations are ongoing
to settle the other cases concerning private individuals.
Arkema Inc. continues to vigorously defend the civil matters
brought by governmental entities. Most of these claims arecovered by environmental liability insurance. When claims are
not covered by insurance policies, provisions have been madefor such claims in an amount which the Group considers sufficient.
The Company has been dismissed from all of the lawsuits inwhich it was named.
b) Fluorinated substances
Arkema Inc., and in some instances Arkema France, alongwith numerous other users and multiple fluorochemical
manufacturers, have been sued, and continue to be sued, in
the United States in a substantial number of cases involving
per- and poly-fluoroalkyl substances.

5

The majority of these concern fluorinated substances used in
firefighting foams. These cases are either filed directly in ortransferred to a single multi-district litigation action pendingin federal court in South Carolina (the “AFFF MDL”).
On October 2022, the Court appointed a mediator for the
AFFF MDL.
A class action was previously filed in federal court in Ohio,on behalf of all persons in the United States who have been
exposed to such substances. In March 2022, the District
Court issued a decision certifying the following class: “Individuals
subject to the laws of Ohio who have .05 parts per trillion(ppt) of PFOA (C-8) and at least .05 ppt of any other PFAS in
their blood serum.” Defendants (including Arkema Inc. andArkema France) filed a petition for leave to appeal that classcertification decision and that petition was granted by the
6th Circuit Court of Appeals in September 2022.
In November 2023, the 6th Circuit vacated the classcertification and ordered the district court to dismiss thecase. In January 2024 the 6th Circuit denied plaintiff’s
petition for rehearing and rehearing en banc.
There are also cases involving a former operating site in New
Jersey for which Arkema Inc. is indemnified by Legacy Site
Services, LLC as more fully described in note 10.3 “Commitments
received”. The two companies are vigorously defending against
the allegations of these lawsuits. The Group is not, as at thedate of these financial statements, in a position, having
regard to the information available to it, to estimate theamount of the claims that might finally be upheld against it
by the various competent courts after the exhaustion of any
avenues of appeal. The Group has taken provisions net of
insurance reimbursements for the expected costs of defense
associated with these contingent liabilities.
c) Asbestos risk (Arkema Inc.)
In the United States, Arkema Inc. is involved in a number ofasbestos-related proceedings in various State courts. The
proceedings typically involve claims by third parties (otherthan employees) relating to (i) alleged exposure to asbestos
on the Group’s sites, or (ii) exposure to products containing
asbestos and sold by former subsidiaries of the Group in the
United States and elsewhere. The mix of claims has shifted
in recent years away from premises claims and to include
product claims alleging exposure to dental tape and cosmetic
talcum products. Most claims against Arkema Inc. are madeby third party contractors or product users and are coveredby legacy liability insurance, while claims by Arkema Inc.
employees are processed under the workers’ compensation
statutes in each state and covered by workers’ compensation
insurance policies. However, in 2015 Arkema Inc. settled two
disputes concerning former employees’ alleged exposure toasbestos before State courts. When claims are not coveredby insurance policies, provisions have been made for suchclaims in an amount which the Group considers sufficient.
However, due to the continuing uncertainties as to theoutcome of these proceedings, the Group is not, as at thedate of these financial statements, in a position, having
regard to the information available to it, to estimate the total
amount of the claims that might finally be upheld against it
by the various competent courts after the exhaustion of any
avenues of appeal.

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Financial and accounting information
Consolidated financial statementsd) Coem (Arkema France)
As there were no product supplies by Kem One SAS to the Italiancompany Coem, Coem in August 2012, and subsequently its
shareholder Industrie Generali in March 2016, issued written
complaints to Arkema France and Kem One that they had
suffered losses through breach of commercial relations. On
27 June 2017, Industrie Generali brought a tort action before
the Nanterre commercial court claiming €8.9 million fromArkema France in compensation for the banks’ activation of
the guarantees it had provided when Coem was placed inreceivership. Arkema considers that these claims have nolegal foundation, and no provision has been recognized in thefinancial statements. The case was heard in court on

29 January 2020. In a ruling of 6 May 2020, the Nanterrecommercial court rejected the claim brought by Industrie Generali
and ordered it to pay Arkema France the sum of €30,000 incosts (under article 700 of the Code of Criminal Procedure).
Industrie Generali filed an appeal against this decision on
25 August 2020. In a decision handed down on 19 May 2022,
the Versailles court of appeal upheld the 6 May 2020 rulingdismissing Industrie Generali’s claims. Industrie Generali has
appealed the matter to France’s Court of Cassation (Cour decassation), where proceedings are underway. Arkema considers
that these claims have no legal foundation, and no provision
has been recognized in the financial statements.

11.3 COMMITMENTS RECEIVED
Commitments received from TotalEnergies SE
in 2006
In connection with the Spin-Off of Arkema’s Businesses,
TotalEnergies SE and certain TotalEnergies companies extended
certain indemnities, or assumed certain obligations, for the
benefit of the Arkema Group. Some are still in application whileothers terminated during 2017. The indemnities and obligations
concerned are described below, and relate to actual or
potential environmental liabilities of the Group arising fromcertain sites in France, Belgium and the United States, theoperations of which in the majority of cases have ceased.

Obligations and indemnities given in respectof Former Industrial Sites
In order to cover certain risks relating to certain industrial sites
situated in France, Belgium and the United States in respectof which the Group is or could be held liable, and where, forthe most part, operations have ceased (the Former Industrial
Sites), TotalEnergies SE companies have entered into indemnityand service agreements with Arkema or its subsidiaries.
Pursuant to these agreements, the obligations and environmental
responsibilities associated with these former industrial sites
in France and at Rieme in Belgium were transferred toTotalEnergies SE group companies.

Agreement relating to certain former industrialsites located in the United States
In March 2006, Arkema Participations (which absorbed
Arkema Amériques SAS in 2023) completed the acquisition
from Elf Aquitaine Inc. and Arkema France of Arkema
Delaware Inc., a holding company for most of the Group’s
operations in the United States. The negotiated terms of thestock purchase agreement among Elf Aquitaine Inc., Legacy
Site Services and Arkema Participations (which absorbed
Arkema Amériques SAS in 2023), dated 7 March 2006 (theArkema Delaware Main SPA) required Elf Aquitaine Inc. to use
US$270 million to capitalize a new subsidiary, Legacy Site
Services LLC, to perform remediation services and indemnify
the Group against the cost of environmental contamination
liabilities incurred by the Group entities covered by thisindemnity, and related personal injury and property damage340

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claims associated with contamination at 35 of the Group’s
closed and formerly operated facilities and 24 third party
sites where the Group’s liability arises solely out of waste
shipments from the sites other than currently operated sites.
In exchange for this indemnification, Arkema Participations(which absorbed Arkema Amériques SAS in 2023) agreed to
grant to Legacy Site Services LLC control over remediation
activities and the defense of claims relating to contamination
liabilities at these facilities and sites.
The sites currently operated by the Group are excluded fromthis indemnity, as are sites that received waste associatedwith current operations of the Group, certain sites where no
significant restoration work is currently underway or anticipated,and other sites where the Group could be held liable forenvironmental pollution. These other sites include, for example,
sites where remediation has been conducted in the past or
where future remediation costs or liability are believed to be
insignificant or non-existent based upon information available
at the time when the indemnity was entered into. Arkema
Participations (which absorbed Arkema Amériques SAS in 2023)
has waived any claims against Legacy Site Services LLC,
TotalEnergies SE or their respective subsidiaries in respect of
the sites not covered by the indemnity.
The Legacy Site Services LLC indemnity covers the costs ofrestoration and clean-up of the soil and groundwater, thecosts of related defense and settlement costs and personal
injury, property and natural resource damages. The indemnity
does not cover liabilities unrelated to site remediation, inparticular liabilities in respect of products manufactured on
the said sites, liability arising from certain dangerous andpotentially dangerous substances, particularly asbestos
exposure, and criminal liability.
The indemnity described above is capped at US$270 million.
The amount received by Arkema under this indemnity amounts
to US$167 million. At the same time as the stock purchaseagreement and the indemnity described above, Legacy Site
Services LLC and Arkema Inc. entered into a supplemental
contamination indemnity agreement pursuant to which
Legacy Site Services LLC will indemnify the liabilities of theGroup in excess of US$270 million, on the same terms, forthe same sites and subject to the same exceptions as theindemnity described in the preceding paragraph.

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Financial and accounting information
Consolidated financial statements

Note 12 Financing, financial instruments and risk management
12.1 FINANCIAL RESULT
Financial result includes the cost of debt adjusted for capitalized financial expenses, and as regards provisions for pensions
and employee benefits, the interest cost, the expected return on plan assets and the actuarial gains and losses related tochanges in the discount rate on other long-term benefits. It also includes the portion of foreign exchange gains and losses
corresponding to the interest income/expense reflected by the difference between the spot exchange rate and the forward
exchange rate, and the foreign exchange gain/loss on unhedged financing.

(In millions of euros)

2023

2022

Cost of debt

(23)

(43)

Spot/forward exchange rate difference and foreign exchange gain/loss on unhedged financing

(27)

(27)

Financial income/expenses on provisions for pensions and employee benefits

(18)

10

Capitalized interest

5

3Interest expenses on leases

(7)

(4)

Other

0

0

(70)

(61)

FINANCIAL RESULTIn 2023, the change in the cost of debt is linked to the additional cost of new bonds issued during the year, and to the sharp
rise in investment income.

12.2 FINANCIAL ASSETS AND LIABILITIESFinancial assets and liabilities principally comprise:

Loans and financial receivables• other investments;

These financial assets are recognized at amortized cost. They are
subject to impairment tests involving a comparison of theircarrying amount to the present value of estimated recoverable
future cash flows. These tests are carried out as soon as any
indicator inferring that the present value of these assets islower than their carrying amount is identified. As a minimum
such tests are performed at each balance sheet date. Any
impairment loss is recognized in recurring operating income.

• loans and financial receivables, included in other noncurrent assets;• accounts receivable;• cash and cash equivalents;• debt and other financial liabilities (including accounts
payable); and• derivatives, reported in other current assets and liabilities.

Other investments
These securities are recognized at fair value in accordancewith IFRS 9. In cases where fair value cannot be reliably
determined, they are recognized at their historical cost. At
the date of application of IFRS 9, the Group opted to recordchanges in the fair value of unconsolidated investments in“Other comprehensive income”, except for investments inthe process of liquidation at that date.
In general, other investments acquired by the Group are strategic
investments to prepare the Group’s long-term development, andare therefore classified as assets/liabilities measured at fairvalue through other comprehensive income. Nonetheless, inapplication of IFRS 9 criteria for classification of investments,
for investments due to be sold the Group can opt to recognizechanges in fair value in profit and loss.

Accounts receivable
Accounts receivable are initially recognized at their fair value.
Subsequent to initial recognition, they are recognized atamortized cost. If required, a bad debt provision is recognizedon the basis of the risk of non-recovery of the receivables.

Cash and cash equivalents
Cash and cash equivalents are liquid assets and assets which
can be converted into cash within less than three months
that are subject to a negligible risk of change in value.

Non-current and current debt(including accounts payable)
Non-current and current debt (other than derivatives) is
recognized at amortized cost.

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Consolidated financial statements

Derivatives
The Group may use derivatives to manage its exposure toforeign currency risks and risks of changes in the prices ofraw materials and energy. Derivatives used by the Group arerecognized at their fair value in the balance sheet, in
accordance with IFRS 9. The fair value of these unlisted
derivatives is determined by reference to current prices forcontracts with similar maturity. They therefore correspondto the “Level 2” category defined in IFRS 7.
Changes in the fair value of these derivatives are recognizedwithin operating income and, for foreign currency instruments,
in financial result for the portion of foreign exchange gains
and losses corresponding to the interest income/expensereflected by the differences between the spot exchange
rate and the forward exchange rate, except for those on
instruments which are considered to meet the criteria forcash flow hedge accounting or hedge accounting of a net
investment in a foreign operation under IFRS 9.

For items that qualify for cash flow hedge accounting, theeffective portion of the change in fair value is recognized inshareholders’ equity under the “Total income and expenses
recognized directly through equity” caption until such timeas the underlying hedged item is recognized through theincome statement. Any ineffective portion is recognized inoperating income.
A hedge of a net investment in a foreign operation hedges
the exposure to foreign exchange risk of the net assets ofthe foreign operation (IAS 21 “The effects of changes in foreignexchange rates”). The effects of this hedge are recorded
directly in shareholders’ equity under the “Total income andexpenses recognized directly through equity” caption.

12.2.1 Financial assets and liabilities by accounting category
2023

IFRS 9 category: Class of instrument(In millions of euros)

Assets/liabilities
measured at fair
Assets/liabilities
measured at value through othercomprehensive
fair value throughincomeprofit or loss
Notes

Other investments(10.3)

—

52

—

52

3

Other non-current assets (loans
and advances, security deposits paid)(10.4)

—

2

154

156

1 and 2

Assets/liabilities
measured atamortized cost

Total net
carrying
amountFair valuelevel**

Accounts receivable

(6.2)

—

—

1,261

1,261

N/A

Cash and cash equivalents(12.4)

2,045

—

—

2,045

1
2

Derivatives*(12.2.2)

FINANCIAL ASSETS
Current and non-current debt

(12.3)

16

—

32

70

1,415

3,546

—

—

4,275

4,275

N/A
N/A
2

(6.2)

—

—

1,036

1,036

(12.2.2)

5

22

—

27

5

22

5,311

5,338

Accounts payable
Derivatives*

16
2,061

FINANCIAL LIABILITIES* Derivatives are carried in the balance sheet in the lines “Current financial derivative assets” and “Current financial derivative liabilities”.
** The fair value hierarchy is as follows:• Level 1: assumptions based on quoted prices in active markets for identical assets or liabilities;• Level 2: assumptions based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability;• Level 3: assumptions based on unobservable inputs for the asset or liability.

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Consolidated financial statements

2022
Assets/liabilities
measured at fair
Assets/liabilities
measured at fair value through othercomprehensive
value throughincomeprofit or loss

IFRS 9 category: Class of instrument(In millions of euros)

Notes

Other investments(10.3)—

Other non-current assets (loans
and advances, security deposits paid)(10.4)—

Assets/liabilities
measured atamortized cost

Total net
carrying
amountFair valuelevel**

52

—

52

3

1

332

333

1 and 2
N/A

Accounts receivable

(6.2)

—

—

1,360

1,360

Cash and cash equivalents(12.4)

1,592

—

—

1,592

1
2

Derivatives*

30

27

—

57

1,622

80

1,692

3,394

(12.2.2)

FINANCIAL ASSETS
Current and non-current debt

(12.3)

—

—

3,258

3,258

N/A

Accounts payable

(6.2)

—

—

1,149

1,149

N/A

4

9

—

13

2

4

9

4,407

4,420

Derivatives*(12.2.2)

FINANCIAL LIABILITIES* Derivatives are carried in the balance sheet in the lines “Current financial derivative assets” and “Current financial derivative liabilities”.
** The fair value hierarchy is as follows:• Level 1: assumptions based on quoted prices in active markets for identical assets or liabilities;• Level 2: assumptions based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability;• Level 3: assumptions based on unobservable inputs for the asset or liability.

At 31 December 2023, as at 31 December 2022, the fair value of financial assets and liabilities is approximately equal to the net
carrying amount, except in the case of bonds.

12.2.2 Derivatives
The main derivatives used by the Group are as follows:
Notional amount of contracts
at 31 December 2023

(In millions of euros)
Forward foreign currency contracts
Commodities and energy swaps
TOTAL

Notional amount of contracts
at 31 December 2022

< 5 years and< 1 year> 1 year > 5 years
2,018

3

Fair value of contracts
31
December
2023

31
December2022< 1 year< 5 years
and > 1 year > 5 years

—

2,301

26

—

26

21

55

17

—

(21)

23

—

5

44

46

34

11

2,064

37

11

2,356

43

12.2.3 Impact of financial instruments on the income statement
The income statement includes the following items related to financial assets (liabilities):(In millions of euros)
Total interest income (expenses) on financial assets and liabilities*

2023

2022

(18)

(40)

Impact on the income statement of valuation of derivatives at fair value

62

Impact on the income statement of operations on other investments

73* Excluding interest costs on pension obligations and the expected return on related plan assets.

The amount of foreign exchange gains and losses recognized in recurring operating income in 2023 is a net gain of €24 million(net loss of €25 million in 2022).

12.2.4 Impact of financial instruments on shareholders’ equity
At 31 December 2023, the impact of financial instruments net of deferred taxes on the Group’s shareholders’ equity is a negative€42 million (positive €24 million at 31 December 2022), essentially reflecting the net-of-tax fair value of foreign currency andcommodity hedges.

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Consolidated financial statements

12.3 DEBT
Group net debt amounted to €2,230 million at 31 December 2023, taking account of cash and cash equivalents of €2,045 million.

12.3.1 Analysis of net debt by category(In millions of euros)

31 December 2023 31 December 2022

Bonds
Bank loans
Other non-current debt

2,392

70

—

22

22

3,578

2,414

Bonds

—

150

Syndicated credit facility——

Negotiable European Commercial Paper

389

442

Other bank loans45

20

Non-current debt excluding IFRS 16 debt

Other current debt

40

23

Current debt excluding IFRS 16 debt

474

635

Debt excluding IFRS 16 debt

4,052

3,049

Non-current IFRS 16 debt

156

146

Current IFRS 16 debt

67

63

Debt

4,275

3,258

Cash and cash equivalents

2,045

1,592

NET DEBT

2,230

1,666

Bonds

At 31 December 2023, the fair value of this bond is €277 million.

• In December 2013, the Group issued a €150 million bondwhich matured on 6 December 2023.

In November 2023, the Group issued a €700 million bond thatwill mature on 20 May 2030, with a fixed coupon of 4.25%.

• In January 2015, the Group issued a €700 million bond that will
mature on 20 January 2025, with a fixed coupon of 1.50%.

At 31 December 2023, the fair value of this bond is €730 million.

At 31 December 2023, the fair value of this bond is€684 million.
• In April 2017, the Group issued a €700 million bond thatwill mature on 20 April 2027, with a fixed coupon of 1.50%.
A further €200 million tap issue was undertaken
in June 2017, bringing the total amount of this bond issue
to €900 million.

In January 2023, the Group issued a €400 million bond thatwill mature on 23 January 2031, with a fixed coupon of 3.5%.
At 31 December 2023, the fair value of this bond is €401 million.
These issues are part of the Group’s Euro Medium Term
Notes (EMTN) program introduced in October 2013.

Negotiable European Commercial Paper

At 31 December 2023, the fair value of this bond is€856 million.

In April 2013, the Group introduced an annually renewed
Negotiable European Commercial Paper program. The maximum
amount of this debt program is €2 billion.

• In December 2019, the Group issued a €500 million bondthat will mature on 3 December 2029, with a fixed couponof 0.75%.

Issues outstanding as part of this program amount to€400 million at 31 December 2023.

At 31 December 2023, the fair value of this bond is €436 million.

Syndicated line of credit

In October 2020, the Group issued a €300 million green
bond that will mature on 14 October 2026, with a fixedcoupon of 0.125%. This bond is entirely dedicated to thefinancing of Arkema’s new, world-scale plant in Singapore
to manufacture 100% bio-based Rilsan® polyamide 11.

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On 28 July 2022, the Group amended and extended its
syndicated line of credit maturing on 29 July 2024. The
amount was increased to €1.1 billion and the maturity extended
to 28 July 2027 with two one-year extension options subject
to lender approval. The first option was exercisedin July 2023, extending maturity to 28 July 2028.

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Financial and accounting information
Consolidated financial statements

Following this amendment, the financial commitment torespect a certain ratio of net debt/EBITDA no longer
appears among the criteria for early payment. The costof the credit line is linked to three key CSR criteria for
the Group: greenhouse gas emissions, volatile organic
compound emissions and the total recordable injury rate
(TRIR). These indicators are calculated each year.

This line is intended to finance the general needs of theGroup and serves as a back-up facility for the short-term
negotiable securities program.

IFRS 16 debt
The maturities of the Group’s future lease payments, at nondiscounted value, are presented in note 9.4 “IFRS 16 leases”.

12.3.2 Analysis of debt excluding IFRS 16 debt by currency
The Arkema Group’s debt excluding IFRS 16 debt is mainly denominated in euros.
(In millions of euros)

31 December 2023 31 December 2022

Euros

3,922

3,019

South Korean won

105—

US Dollars

12

11

Other

13

19

4,052

3,049

TOTAL DEBT EXCLUDING IFRS 16 DEBT

Part of the debt in euros is converted through swaps to the accounting currency of internally financed subsidiaries, in line with
the Group’s policy. At 31 December 2023, the swapped portion, mainly in US dollars, represented approximately 21% of grossdebt excluding IFRS 16 debt.

12.3.3 Analysis of debt excluding IFRS 16 debt by maturity
The breakdown of debt by maturity, excluding IFRS 16 debt and including interest costs, is as follows:(In millions of euros)

31 December 2023 31 December 2022

Less than 1 year

517

648

Between 1 and 2 years

778

29

Between 2 and 3 years

365

731

Between 3 and 4 years

965

319

Between 4 and 5 years

51

918

More than 5 years

1,673

517

TOTAL DEBT EXCLUDING IFRS 16 DEBT

4,349

3,162

12.3.4 Changes in liabilities from financing activities(In millions of euros)

31 December
2022

Monetary flows
in the cash flow
Non-current/
Other
statement Translation
current non‑monetary
Changesflows
in scope (financing activities) adjustment reclassifications

31 December
2023

Non-current debt
excluding IFRS 16 debt

2,414

71

1,096

(1)

(2)

—

3,578

Current debt excluding
IFRS 16 debt

635

37

(197)

(3)

2

—

474

IFRS 16 debt

209

6

(79)

(4)

—

91

223

‑Cash and cash
equivalents

1,592

35

433

(15)

—

—

2,045

NET DEBT

1,666

79

387

7

—

91

2,230

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12.4 CASH AND CASH EQUIVALENTS(In millions of euros)

31 December 2023 31 December 2022

Short-term cash advances
Money market funds
Available cash
CASH AND CASH EQUIVALENTS

5

3

1,373

924

667

664

2,045

1,592

12.5 INTEREST PAID AND RECEIVED
Additional information on the amounts of interest received and paid included in cash flow from operating activities is shown
below:(In millions of euros)

31 December 2023 31 December 2022

Interest paid

48

48

Interest received

(11)

(4)

12.6 MANAGEMENT OF RISKS RELATED TO FINANCIAL ASSETS AND LIABILITIESThe Arkema Group’s businesses expose it to various risks, including market risks (risk of changes in exchange rates, interest
rates and the prices of raw materials, energy and equities), credit risk and liquidity risk.

12.6.1 Foreign currency risk
The Group is exposed to transaction risks and translation
risks related to foreign currencies.
The Group hedges the transaction risk mainly through spot
foreign currency transactions or through forward transactions
over short maturities generally not exceeding two years.
The fair value of the Group’s forward foreign currency
contracts is €26 million.
In 2023, the euro/US dollar exchange rate changed from
1.0666 at 1 January to 1.1050 at 31 December 2023.

The amount of foreign exchange gains and losses recognized
in recurring operating income excluding other income andexpenses in 2023 is a net gain of €24 million (net loss of€25 million in 2022).
The portion of foreign exchange gains and losses corresponding
to the interest income/expense reflected by the difference
between the spot exchange rate and the forward exchange
rate recorded in financial result amounts to a net loss of€27 million in 2023 (net loss of €27 million at in 2022).
The translation effect of a 10% change in the euro/US dollar
exchange rate would have an estimated impact on 2023
EBITDA excluding other income and expenses of around€45 million (around €60 million in 2022).

At 31 December 2023, the Group’s balance sheet exposure in transaction currencies other than the euro is as follows:
Group exposure to operating foreign currency risk
(In millions of euros)

USD

KRW

CNY

Other currencies

Accounts receivable

618

14

111

194

Accounts payable

(252)

(17)

(55)

(63)

Bank balances and loans/borrowings

(62)

(27)

72

67

Off-balance sheet commitments (forward currency hedging)(1,141)

(133)

81

(319)

NET EXPOSURE

(837)

(163)

209

(121)

This net exposure comprises all Group companies’ outstanding amounts stated in any of the above currencies, whether theiraccounting currency is one of those currencies or a different currency.

12.6.2 Interest rate risk
Exposure to interest rate risk is managed by the Group’s
Central Treasury department and simple derivatives are usedas hedging instruments. The Group has not entered into any
interest rate hedges at 31 December 2023.

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An increase (decrease) of 1% (100 basis points) in interest
rates would have the effect of increasing (decreasing) theinterest on net debt by €5 million.

Financial and accounting information
Consolidated financial statements

5

At 31 December 2023, debt excluding IFRS 16 debt is distributed between variable and fixed rates as follows:
Variable rates

Fixed rates

Overnight1 year

1-5 years

Over 5 years

Total

Current and non-current debt (excluding IFRS 16 debt)(474)(1,900)(1,678)(4,052)

Cash and cash equivalents

2,045

—

—

2,045

Net exposure before hedging

1,571(1,900)(1,678)(2,007)

—

—

—

—

(In millions of euros)

Hedging instruments
Off-balance sheet items
NET EXPOSURE AFTER HEDGING

—

—

—

—

1,571

(1,900)(1,678)(2,007)12.6.3 Liquidity risk

12.6.4 Credit risk

The Group’s Central Treasury department manages the liquidity
risk associated with the Group’s debt.

The Group is potentially exposed to credit risk on its accounts
receivable and as regards its banking counterparties.

Liquidity risk is managed with the main objective of providing
the Group with sufficient financial resources to honor its
commitments, and, in the context of meeting this objective,
optimizing the annual cost of the debt.

Credit risk on accounts receivable is limited because of thelarge number of its customers and their geographical dispersion.
No customer represented more than 4% of Group sales in 2023.
The Group’s general policy for managing credit risk involves
assessing the solvency of each new customer before entering
into business relations: each customer is allocated a credit
limit, which constitutes the maximum level of outstandings(receivables plus orders) accepted by the Group, on the basisof the financial information obtained on the customer andthe analysis of solvency carried out by the Group. Thesecredit limits are revised regularly and, in any case, every timethat a material change occurs in the customer’s financial
position. Customers who cannot obtain a credit limit because
their financial position is not compatible with the Group’s
requirements in terms of solvency only receive deliveries
when they have paid for their order.

In almost all cases, Group companies obtain their financing
from, and manage their cash with, Arkema France or otherGroup entities that manage cash pooling mechanisms.
The Group reduces the liquidity risk by spreading maturities,
favoring long maturities and diversifying its sources offinancing. At 31 December 2023, the Group thus has:• a €700 million bond maturing on 20 January 2025;• a €300 million bond maturing on 14 October 2026;• a €900 million bond maturing on 20 April 2027;• a €500 million bond maturing on 3 December 2029;• a €700 million bond maturing on 20 May 2030;• a €400 million bond maturing on 23 January 2031; and• a €1.1 billion syndicated credit facility maturing on 28 July 2028.
This credit facility is used particularly as a substitute line
for the Negotiable European Commercial Paper program(see note 11.3 “Debt”).
At 31 December 2023, the Group’s debt maturing in morethan one year is rated BBB+/positive outlook by Standard &Poor’s and Baa1/stable outlook by Moody’s.
Negotiable European Commercial Paper issues are rated A-2
by Standard & Poor’s.
The Group’s net debt at 31 December 2023 amounts to€2,230 million and represents 1.5 times the consolidated
EBITDA for the year 2023.
At 31 December 2023, the amount of the unused syndicatedcredit facility is €1.1 billion and the amount of cash and cash
equivalents is €2,045 million.
Note 12.3 "Debt" provides details of the maturities of debt.

For several years, the Group has covered its accounts receivablecredit risk through a global credit insurance program. Given
the statistically low bad debt rate experienced by the Group,
the rate of cover is significant. Customers with whom theGroup wishes to continue commercial relations but which
are not covered by this insurance are subject to specificcentralized monitoring.
In addition, the Group’s policy for recognizing bad debt provisions
in respect of receivables not covered by credit insurance, or
the portion of receivables that are not so covered, has threecomponents: receivables are individually provided against assoon as a specific risk of loss (economic and financial difficultiesof the customer in question, entry into receivership, etc.) isclearly identified. The Group may also recognize generalprovisions for receivables that are overdue for such a periodthat the Group considers that a statistical risk of loss exists.
These periods are adapted depending on the Business Lines
and the geographical regions in question. Finally, the Groupmakes sure that the provisions determined in this way are
not lower than expected credit losses, which are estimatedbased on individual credit scores for customers, multipliedby coefficients for the probability of default.

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At 31 December 2023, the maturity status of accounts receivable net of provisions is as follows:
Accounts receivable net of provisions(In millions of euros)

31 December 2023 31 December 2022

Receivables not yet due

1,141

1,260

Receivables overdue by 1-15 days

75

71

Receivables overdue by 16-30 days

14

15

Receivables overdue by more than 30 days
TOTAL NET RECEIVABLES

31

14

1,261

1,360

In order to limit the impact of the price volatility of theprincipal raw materials it uses, the Group may decide to use
derivatives matched with existing contracts, or negotiate
fixed price contracts for limited periods.

Banking credit risk is related to financial investments,
derivatives and credit facilities granted by banks. The
Group limits its exposure to credit risk by only investing inliquid securities with first-class commercial banks.

Recognition of these derivatives resulted in an expense of€12 million in the income statement at 31 December 2023
(expense of €17 million at 31 December 2022).

The net carrying amount of financial assets indicated innote 12.2.1 “Financial assets and liabilities by accounting
category” represents the maximum exposure to credit risk.

12.6.6 Equity risk
At 31 December 2023, the Company holds 228,901 of its own
shares in treasury. These shares are used to cover its freeshare grant plans.

12.6.5 Risk related to raw materials and energy
The prices of certain raw materials used by the Group can behighly volatile, with fluctuations leading to significant
variations in the cost price of the Group’s products; inaddition, because certain of its manufacturing processes
have significant requirements in terms of energy resources,
the Group is also sensitive to changes in the price of energy.

In compliance with IAS 32, changes in share price have no
impact on the Group’s consolidated net assets.
The equity risk is not material for the Company.

Note 13 Shareholders’ equity and earnings per share
At 31 December 2023, Arkema’s share capital amounted to €750 million, divided into 75,043,514 shares with a par value of €10.

13.1 CHANGES IN SHARE CAPITAL AND PAID-IN SURPLUS
Number of shares at 1 January

2023

2022

75,043,514

76,736,476

Issuance of shares following the capital increase reserved for employees—

757,473

Issuance of shares following the exercise of subscription options——

Share capital reduction—(2,450,435)

75,043,514

75,043,514

Number of shares at 31 December

13.2 HYBRID BONDS
At 31 December 2023, the total nominal value of Arkema’s perpetual hybrid bonds is €700 million. The breakdown is as follows:
Nominal value(in millions)

Currency

Redemption
optionAnnualcoupon rate

17 June 2019

400

EUR

5.25 years

2.75 %

21 January 2020

300

EUR

6 years

1.50 %

Issue dateArkema has an option to defer payment of coupons for the above bonds.
In accordance with IAS 32, when there is an unconditional right to avoid delivering cash or another financial asset in the formof repayment of principal or interest, an instrument is recognized in shareholders’ equity. In application of this principle, thehybrid bonds are recorded in shareholders’ equity, and the coupons paid are recorded as dividends in the Group’s
consolidated financial statements.

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13.3 TREASURY SHARESThe Company bought back 357,726 treasury shares during 2023. In addition, 359,912 free shares vested to Arkema Group
employees (see note 7.4 “Share-based payments”).

Number of treasury shares at 1 January

2023

2022

231,087

2,779,553

Purchase of treasury shares

357,726

262,945

Grants of treasury shares(359,912)(360,976)—(2,450,435)

228,901

231,087

Share capital reduction
Number of treasury shares at 31 December

13.4 DIVIDENDS
The combined annual general meeting of 11 May 2023 approved
the distribution of a €3.40 dividend per share in respect ofthe 2022 financial year, or a total amount of €253 million.
This dividend was paid out on 17 May 2023.

The Board of Directors has decided to propose a dividend of€3.50 per share to the annual general meeting to be held on
15 May 2024.

13.5 NON-CONTROLLING INTERESTS
Non-controlling interests mainly correspond to minority interests in PI Advanced Materials for an amount of €214 million at
31 December 2023.

13.6 TRANSLATION ADJUSTMENTS
The change in translation adjustments recognized in other recyclable comprehensive income mainly comprises the impacts ofmovements in the USD-EUR exchange rate.

13.7 EARNINGS PER SHARE
In accordance with IAS 33, the earnings per share anddiluted earnings per share are calculated based on net
income (Group share) less the net-of-tax interest paid tobearers of subordinated perpetual notes (hybrid bonds).

After this adjustment, the net income (Group share) is
divided by the weighted average number of ordinary
shares outstanding since the start of the year to calculate
the earnings per share.
For the diluted earnings per share, the effect of dilution isthus calculated taking account of stock options andgrants of free shares to be issued.

Weighted average number of ordinary shares

2023

2022

74,647,205

74,095,040

00396,309

325,89375,043,514

74,420,933

2023

2022

Net income – Group share

418

965

Interest on subordinated perpetual notes, net of tax

(16)

(16)

Net income used in calculating earnings per share

402

949

2023

2022

Dilutive effect of stock options
Dilutive effect of free share grants
Weighted average number of potential ordinary shares(In millions of euros)

Earnings per share (in euros)

5.39

12.81

Diluted earnings per share (in euros)

5.36

12.75

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Consolidated financial statements

Note 14 Statutory auditors’ fees
KPMG
(In millions of euros)

Ernst & Young

2023

2022

2023

2022

Statutory audit, review of the individual and consolidated
financial statements

2.5

2.6

2.6

3.2

Issuer

0.7

0.7

0.6

0.7

Fully consolidated subsidiaries

1.8

1.9

2.0

2.5

Other non-audit services*

0.2

0.2

0.1

—

Issuer

0.1

0.1

0.1

—

Fully consolidated subsidiaries

0.1

0.1

—

—

SUBTOTAL

2.7

2.8

2.7

3.2

Other services provided by the networks to fully
consolidated subsidiaries

—

—

—

—

TOTAL

2.7

2.8

2.7

3.2

*

In application of an internal rule validated by the Audit Committee, the amount of fees for other due diligence work and services directly related to theauditors’ engagement cannot exceed 30% of fees for the audit of the individual and consolidated financial statements.

Note 15 Subsequent events
On 2 January 2024, the Group finalized its planned acquisition of Arc Building Products in Ireland, specialized in construction
adhesives and sealants and with around €15 million in annual sales.

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5Note 16 List of consolidated companies
The percentage of control indicated below also corresponds to the Group’s ownership interest.
AEC Polymers

France100.00FC

Afinitica Technologies, S.L.

Spain

100.00FC

Agiplast Italia S.r.l.

Italy

100.00FC

American Acryl LP

United States

50.00

JO

United States

50.00

JO

South Korea

100.00FC

American Acryl NA, LLC
Arkema Co., Ltd.

(a)

ArkemaArkema Ameriques SAS

France(b)

FC

France100.00FC

Belgium

100.00FC

Argentina

100.00FC

Netherlands

100.00FC

Canada100.00FC

Arkema (Changshu) Chemicals Co., Ltd.

China

100.00FC

Arkema (Changshu) Fluorochemical Co., Ltd.

China

100.00FC

Arkema Chemicals India Private Limited

India

100.00FC

Arkema (Changshu) Polyamides Co., Ltd.

China

100.00FC

Arkema (China) Investment Co., Ltd.

China

100.00FC

Arkema Coatex Brasil Indústria e Comércio Ltda.

Brazil100.00FC

Malaysia

100.00FC

United Kingdom

100.00FC

Hong Kong

100.00FC

United States

100.00FC

Arkema France

France100.00FC

Arkema GmbHGermany

100.00

FC

China

66.67

FC

United States

100.00FC

Arkema Insurance Designated Activity Company

Ireland100.00FC

Arkema K.K.

Japan

100.00FC

Arkema Kimya Sanayi ve Ticaret AS

Turkey100.00FC

South Korea

100.00FC

United Kingdom

100.00FC

Arkema Mexico S.A. de C.V.

Mexico100.00FC

Arkema Participations

France100.00FC

India

100.00FC

Arkema Pte. Ltd.

Singapore

100.00FC

Arkema Pty Ltd.

Australia

100.00FC

Spain

100.00FC

Saudi Arabia

65.00

FC

Arkema (Shanghai) Distribution Co., Ltd.

China

100.00FC

Arkema Sp. z.o.o

Poland100.00FC

Arkema S.r.l.

Italy

100.00FC

Arkema (Suzhou) Polyamides Co., Ltd.

China

100.00FC

Arkema Taixing Chemicals Co., Ltd.

China

100.00FC

Malaysia

86.00

FC

Japan

49.00

SI

United States

100.00FC

Arkema Antwerp
Arkema Argentina S.A.U.
Arkema B.V.
Arkema Canada Inc.

Arkema Coating Resins Malaysia Sdn. Bhd.
ARKEMA UK LIMITED
Arkema Company Limited
Arkema Delaware Inc.

Arkema Hydrogen Peroxide Co., Ltd. Shanghai
Arkema Inc.

Arkema Korea Holding Co., Ltd.

(d)

ARKEMA Holding Limited

Arkema Peroxides India Private Limited

Arkema Quimica SAU
Arkema Chemicals Saudi Arabia

Arkema Thiochemicals Sdn Bhd
Arkema Yoshitomi Ltd.
AMP Trucking, Inc.
ARR MAZ GLOBAL HOLDINGS, S.L.

Spain

100.00FC

United States

100.00FC

China

100.00FC

United States

100.00FC

ARR-MAZ DO BRASIL LTDA.

Brazil99.99

FC

ArrMaz Gulf Chemicals Ltd.

Saudi Arabia

100.00FC

Morocco100.00FC

ARR-MAZ Brazil LLC
ArrMaz Chemicals (Yunnan) Co., Ltd.
ArrMaz China, LLC

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United States

100.00FC

ArrMaz Products Inc.

ArrMaz Morocco, LLC(e)

United States

100.00FC

ArrMaz Speciality Chemicals, Inc.

United States

100.00FC

ARRMAZ TECHNOLOGY AFRICA, SARL

Morocco100.00FC

A/S LIP Bygningsartikler. Nørre Aaby

Denmark

100.00FC

United States

49.00

JV

Sweden100.00FC

United Kingdom

100.00FC

Germany

100.00FC

Bostik Argentina S. A.

Argentina

100.00FC

Bostik A/S

Denmark

100.00FC

Bostik AS

Norway100.00FC

Bostik Australia Pty Ltd.

Australia

100.00FC

Bostik Belux S.A. – N.V.

Belgium

100.00FC

Bostik Benelux B.V.

Netherlands

100.00FC

Bostik B.V.

Netherlands

100.00FC

Canada100.00FC

Bostik Egypt for the production of adhesive materials (Bostik Egypt) S.A.E.

Egypt

100.00FC

Bostik Findley (China) Co., Ltd

China

100.00FC

Bostik Findley (Malaysia) Sdn. Bhd.

Malaysia

100.00FC

Bostik GmbHGermany

100.00FC

Greece100.00FC

Hong Kong

100.00FC

France100.00FC

United States

100.00FC

Bostik India Private Limited

India

100.00FC

Bostik Industries Limited

Ireland100.00FC

Bostik Kimya Sanayi Ve Ticaret A.S

Turkey100.00FC

South Korea

100.00FC

United Kingdom

100.00FC

Mexico100.00FC

Bostik Nederland B.V.

Netherlands

100.00FC

Bostik New Zealand Limited

New Zealand

100.00FC

Bostik-Nitta Co., Ltd.

Japan

80.00

FC

Bostik L.L.C.

Russia100.00FC

Bostik OY

Finland100.00FC

Philippines

100.00FC

Portugal

100.00FC

Germany

100.00FC

Romania100.00FC

Bostik SA

France100.00FC

Bostik S.A.

Spain

100.00FC

Bostik (Shanghai) Management Co., Ltd.

China

100.00FC

South Africa

100.00FC

Poland100.00FC

Bostik (Thailand) Co., Ltd

Thailand

100.00FC

Bostik Vietnam Company Limited

Vietnam

100.00FC

Casda Biomaterials Co., Ltd

China

100.00FC

Changshu Coatex Additives Co., Ltd.

China

100.00FC

CJ Bio Malaysia Sdn. Bhd.

Malaysia

14.00

SI

Coatex Asia- Pacific, Inc.

South Korea

100.00FC

Barrflex TU LL
Bostik Aktiebolag(a)Bostik Adhesives Limited
Bostik Aerosols GmbH(b)

Bostik Canada Ltd.

Bostik Hellas S.A.
Bostik Holding Hong Kong Ltd.
Bostik Holding
Bostik, Inc.

Bostik Korea Limited
Bostik Limited
Bostik Mexicana S.A. de C.V.

Bostik Philippines Inc.
Bostik Portugal Unipessoal Lda
Bostik Technology GmbH(b)

Bostik Romania S.r.l

BOSTIK SOUTH AFRICA (PTY) LTD
Bostik Sp. z.o.o.

Coatex CEE s.r.oSlovakia

100.00FC

United States

100.00FC

Netherlands

100.00FC

CoatexFrance100.00FC

CRACKLESS MONOMER Co Ltd

Taiwan51.00

FC

Den Braven SA (Pty) Ltd.

South Africa

100.00FC

Delaware Chemicals Corporation

United States

100.00FC

Coatex Inc.
Coatex Netherlands B.V.

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DIFI 13
DIFI 14(d)

DIFI 16

France100.00FC

France100.00FC

France100.00FC

DIFI 19(b)

France100.00FC

DIFI 20(b)

France100.00FC

France

10.00

SI

Switzerland

96.77

FC

Belgium

100.00FC

China

100.00FC

Switzerland

100.00FC

Germany

100.00FC

Switzerland

100.00FC

IDEAL WORK Srl

Italy

100.00FC

Ishedu Agrochem Private Limited

India

24.90

SI

Jiangsu Bostik Adhesive Co., Ltd

China

100.00FC

ERPRO 3D FACTORY
Febex SA(g)

FIXATTIFIXATTI (CHINA) POLYMER SPECIALTIES Co LTD
Fixatti AG
FIXATTI GmbH(b)

Fixatti Holding AG

Lambson Limited

United Kingdom

100.00FC

Lip Norge AS

Norway100.00FC

Lip Sverige AB

Sweden100.00FC

United States

100.00FC

France100.00FC

United States

100.00FC(d)South Korea

54.07

FC

Mexico100.00FC(d)Germany

100.00FC

France100.00FC

Indonesia

100.00FC

China

100.00FC

Belgium

100.00FC

South Korea

51.00

FC

China

100.00FC

United Kingdom

100.00FC

Société Marocaine des Colles

Morocco97.01

FC

Sovereign Chemicals Limited

United Kingdom

100.00FC

China

100.00FC

The LightLock Company Limited

Hong Kong

55.00

FC

Thermoplastic Powder Holding AG

Switzerland

100.00FC

United States

100.00FC

Brazil100.00FC

United States

100.00FC

Michelet Finance, Inc.
MLPC International
Ozark- Mahoning Company
PI Advanced Materials Co., Ltd
Polimeros Especiales, S.A. de C.V.
POLYTEC PT GmbH Polymere Technologien
Prochimir
PT.Bostik Indonesia
Sartomer (Guangzhou) Chemicals Ltd.
SDP Holding
Seki Arkema Co., Ltd.
Shanghai Zhiguan Polymer Materials Co. Ltd
Siroflex Limited

Taixing Sunke Chemicals Co., Ltd.

Turkish Products, Inc.
Usina Fortaleza Indústria E Comércio de Massa Fina Ltda.
Viking Chemical Company

5(a) Companies that changed their name in the period.
(b) Companies merged in the period.
(c) Companies liquidated in the period.
(d) Companies consolidated for the first time in the period.
(e) Companies for which the percentage ownership changed in the period, with no change in control.
(f) Companies for which the percentage ownership changed in the period, with change in control.
(g) Companies deconsolidated in the period.
NB: FC: full consolidation.
JO: joint operation – consolidated based on shares of assets, liabilities, income and expenses.
JV: joint venture – consolidation by the equity method.
SI: significant influence – consolidation by the equity method.

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Company’s annual financial statements

5.4 Company’s annual financial statements
5.4.1 Statutory auditors’ report on the financial statements
KPMG S.A.

ERNST & YOUNG Audit

Tour Eqho
2, avenue Gambetta
CS 60055
92066 Paris-La Défense cedex
S.A. au capital de € 5 497 100
775 726 417 R.C.S. Nanterre

Tour FirstTSA 14444
92037 Paris-La Défense cedex
S.A.S. à capital variable
344 366 315 R.C.S. Nanterre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in
French and it is provided solely for the convenience of English‑speaking users.
This statutory auditors’ report includes information required by European regulations and French law, such as information
about the appointment of the statutory auditors or the verification of the management report and the other documents provided tothe shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.

ArkemaYear ended December 31, 2023

Statutory auditors’ report on the financial statements
To the Annual General Meeting of Arkema,

OpinionIn compliance with the engagement entrusted to us by your annual general meetings, we have audited the accompanying
financial statements of Arkema for the year ended December 31, 2023.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of theCompany as at December 31, 2023 and of the results of its operations for the year then ended in accordance with Frenchaccounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the
Financial Statements section of our report.

Independence
We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Codede commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux
comptes) for the period from January 1, 2023 to the date of our report, and specifically we did not provide any prohibited
non‑audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014.

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5

Justification of Assessments ‑ Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (Code de commerce)
relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement
that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as
well as how we addressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on specific items of the financial statements.

Valuation of investments (Note D1 to the financial statements)
Risk identified

As at December 31, 2023, the investments recorded in the balance sheet at an amount of M€ 4,044, after
reversal during the period of the depreciation of Arkema France’s investments for M€ 248, represent
45% of total assets. They are recognized in the balance sheet at the lower of their acquisition cost or
value in use.
Estimating the value in use of these investments requires Management’s judgement in choosing theinformation to consider, which, depending on the case, can be historical elements (equity value) or
forecast elements (multiple, future cash flows).
Given the weight of investments in the balance sheet and the importance of Management’s judgement indetermining the assumptions on which the estimates of the value in use are based, we considered thevaluation of investments to be a key audit matter.

Our response

In order to assess the reasonableness of the estimates of the value in use of the investments, our work
consisted primarily in:a) For valuations based on historical elements:• assessing whether the equity used correspond to the annual financial accounts of the entities thatwere audited.
b) For valuations based on forecast elements:• examining that the estimates of the value in use that are used by Management are supported by anappropriate justification of the valuation method and of the amounts used;• examining the continuation of the valuation method used;• examining that the data used in valuing investments are reconciled with the data from theaccounting records, and verifying that the adjustments made, if applicable, to this data are basedon appropriate documentation;• verifying the mathematical accuracy of the calculations.
Our work also consisted in comparing the information provided in the notes to the financial statementswith the French accounting principles.

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required bylaws and regulations.

Information given in the management report and in the other documents with respect to the financial position
and the financial statements provided to the shareholders
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information
given in the Board of Directors’ management report and in the other documents with respect to the financial position and thefinancial statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to payment
deadlines mentioned in Article D. 441‑6 of the French Commercial Code (Code de commerce).

Report on Corporate Governance
We attest that the Board of Directors’ Report on Corporate Governance sets out the information required by Articles
L. 225‑37‑4, L. 22‑10‑10 and 22‑10‑9 of the French Commercial Code (Code de commerce).
Concerning the information given in accordance with the requirements of Article L. 22‑10‑9 of the French Commercial Code
(Code de commerce) relating to the remuneration and benefits received by, or allocated to the directors and any othercommitments made in their favor, we have verified its consistency with the financial statements, or with the underlying
information used to prepare these financial statements and, where applicable, with the information obtained by your Company
from companies controlled thereby, included in the consolidation scope. Based on these procedures, we attest the accuracy andfair presentation of this information.
With respect to the information relating to items that your Company considered likely to have an impact in the event of atakeover bid or exchange offer, provided pursuant to Article L. 22‑10‑11 of the French Commercial Code (Code de commerce), we
have agreed this information to the source documents communicated to us. Based on these procedures, we have noobservations to make on this information.

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Other information
In accordance with French law, we have verified that the required information concerning the purchase of investments andcontrolling interests and the identity of the shareholders and holders of voting rights has been properly disclosed in the
management report.

Report on Other Legal and Regulatory Requirements
Format of preparation of the financial statements intended to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed
by statutory auditors regarding the annual and consolidated financial statements prepared in the European single electronic
format, that the preparation of the financial statements intended to be included in the annual financial report mentioned in
Article L. 451‑1‑2, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the Chairman andChief Executive Officer’s responsibility, complies with the single electronic format defined in Commission Delegated Regulation(EU) No. 2019/815 of 17 December 2018.
On the basis of our work, we conclude that the preparation of the financial statements intended to be included in the annual
financial report complies, in all material respects, with the European single electronic format.
We have no responsibility to verify that the financial statements that will ultimately be included by your Company in the annual
financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Arkema by your annual general meeting held on June 23, 2005 for KPMG S.A. and on
May 10, 2006 for ERNST & YOUNG Audit.
As at December 31, 2023, KPMG S.A. was in the nineteenth year of total uninterrupted engagement, including eighteen years
since the securities of the Company were admitted to trading on a regulated market, and ERNST & YOUNG Audit was in theeighteenth year.

Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Frenchaccounting principles and for such internal control as Management determines is necessary to enable the preparation offinancial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it isexpected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control andrisk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements were approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.
As specified in Article L. 821-55 of the French Commercial Code (Code de commerce), our statutory audit does not include
assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises
professional judgment throughout the audit and furthermore:• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs
and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient andappropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control.
• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by Management in the financial statements.

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5• Assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of
his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If thestatutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to
the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify theopinion expressed therein.
• Evaluates the overall presentation of the financial statements and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control
regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of mostsignificance in the audit of the financial statements of the current period and which are therefore the key audit matters that weare required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming
our independence within the meaning of the rules applicable in France as set out in particular in Articles L. 821-27 to L. 821-34
of the French Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie
de la profession de commissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably
be thought to bear on our independence, and the related safeguards.

Paris-La Défense, February 28, 2024
The Statutory Auditors
French original signed by
KPMG S.A.
Éric Dupré

ERNST & YOUNG Audit
François Quédiniac

Christine Vitrac

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5.4.2 Parent company financial statements at 31 December 2023
BALANCE SHEET
31.12.2023
ASSETS(In millions of euros)

31.12.2022

Notes

Gross

Depreciationand impairment

Net

Net

Investments

D1

4,044

—

4,044

3,172

Other financial assets

D1

4,247

—

4,247

3,280

8,291

—

8,291

6,452

—

—

—

—

10

—

10

65

Total fixed assets
Advances
Trade receivables

D2

Other amounts receivable

D2

186

—

186

163

Subsidiary current accounts

D2

401

—

401

1,274

Treasury shares

D2

20

—

20

19

Cash and cash equivalents

—

—

—

—

Total current assets

616

—

616

1,521

15

—

15

10

8,922

0

8,922

7,982

Bond premium and issuing costs
TOTAL ASSETSLIABILITIES AND SHAREHOLDERS’ EQUITY(In millions of euros)D2

31.12.2023
Notes

Net

Share capital

750

750

Paid-in surplus

1,067

1,067

Legal reserve

77

77

Retained earnings

1,721

1,873

Net income for the year

350

101

Total shareholders’ equity

D3

3,964

3,868

Additional equity

D4

700

700

Provisions

D5

62

53

D 6-8

3,934

3,021

Subsidiary current accounts

D8

119

90

Accounts payable

D8

5

118

Bonds and other financial debt

358

31.12.2022

Net

Tax and employee-related liabilities

D8

8

11

Other payables

D8

129

122

Total liabilities

4,195

3,361

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

8,922

7,982

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Income statement(In millions of euros)

Notes

2023

2022

D9

124

121

(106)

(106)

(1)

(1)

(22)

(26)

Other operating income and expenses—(1)

Depreciation and amortization

(1)

(1)

Services billed to related companies
Other purchases and external expenses
Taxes other than income taxes
Personnel expenses——

Operating income

Increases and reversals of provisions

D5

(6)

(13)

Dividends from investments

100

100

Interest income

85

56Interest expenses

(80)

(52)

—

—

248

—

(3)

(2)

—

—

350

102

344

89

Net foreign exchange gains (losses)
Impairment of investments

D1

Depreciation and amortization
Increases and reversals of provisions for financial risks

D5

Financial result

D10

Income before tax and exceptional items

(10)

17

Other exceptional income

Increases and reversals of exceptional provisions

D5

8

12

Income and expenses on capital transactions

(4)

(24)

(5)

4

11

8

350

101

(In millions of euros)

2023

2022

Net income

350

101

Changes in provisions

13

(14)

Changes in impairment

(248)

—

Exceptional items
Income taxes

D11

NET INCOME

CASH FLOW STATEMENT

Gains and losses on sales of assets——

Gross operating cash flow

115

87

Change in working capital

(85)

124

Cash flow from operating activities

30

211

Cost of acquisition of investments

(624)

270

Change in loans

(967)

—

—

—

Sale of investments
Cash flow from (used in) investing activities(1,591)

270

Increase (decrease) in bonds

966—

Increase in additional equity——

Change in share capital and other equity

—

(222)

(254)

(222)

Dividends paid to shareholders
Cash flow from (used in) financing activities
Change in net cash
Net cash at beginning of period(1)

Net cash at end of period (1)
(1)

712

(444)

(849)

37

742

705

(107)

742

including current accounts with Arkema France and Arkema Insurance, and commercial paper net of accrued interest.

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Company’s annual financial statements

TABLE OF SUBSIDIARIES AND INVESTMENTS AT 31 DECEMBER 2022

Subsidiaries
and investments(In millions of euros)

Sales
Loans,Net
Shareholders’Net(excl.
advances
equity other Gross carrying
incomeOwner- & current Guarantees taxes) forvalue amountthan sharefor Dividends
2023 (1)given
ship accountsof Numberofcapital,2023 (1) received
by the (In millions (In millions– gross
Share excluding net shares shares of shares interestby theCompany of euros) of euros) Company
value
(%)
owned
income owned owned
capital

FRENCH SUBSIDIARIES
Arkema France
420, rue d’Estienne-d’Orves
92705 Colombes Cedex –France894

429

Arkema Participations SAS
420, rue d’Estienne-d’Orves
92705 Colombes Cedex –France188

3,223

TOTAL INVESTMENTS

1,159

1,159 5,244,920

100%

2,885

2,885

100%

4,044

4,044

488,1784,601

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2,995

156

3

0.00

0.00

0.00

671

850

4,601

1,239

2,995

827

853

(1) financial statements not yet approved by the shareholders at the annual general meeting

360

1,239

Financial and accounting information
Company’s annual financial statements

55.4.3 Notes to the parent company financial statements
A. Highlights

362

B. Policies

362

C. Subsequent events365

D. Notes to the parent company financial statements

365

Note 1

Investments

365

Note 2Current assets

366

Note 3

Share-holders’ equity

367

Note 4

Additional equity

367

Note 5

Provisions

368

Note 6

Bonds and other financial debt

368

Note 7

Negotiable European Commercial Paper

368

Note 8

Liabilities

369

Note 9Details of items concerning related companies

369

Note 10

Financial result

369

Note 11

Income taxes

369

Note 12Deferred tax position

370

Note 13

Stock option plans and free share grants

370

Note 14Off-balance sheet commitments

371

Note 15

Liabilities and contingent liabilities

371

Note 16

Headcount371

Note 17

Related party transactions

371

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Company’s annual financial statements

A. Highlights• On 11 May 2023, the combined annual general meeting ofArkema’s shareholders approved the distribution of a €3.40
dividend per share in respect of the 2022 financial year.
• On 16 January 2023, Arkema issued €400 million worth of
8-year bonds with a 3.5% coupon.
• On 13 November 2023, Arkema issued €700 million worth
of 6.5-year bonds with a 4.25% coupon.
• As part of an internal reorganization of the Arkema group,
Arkema Amériques was merged in Arkema Participations(formerly Arkema Asie) on 2 June 2023, with retroactive
effect for accounting and tax purposes from 1 January 2023,
pursuant to the merger agreement signed on 28 April 2023.
As this was a simplified merger between sister companies
with no exchange of shares, the net book value of theshares in Arkema Amériques (€1,057 million) was added to
the net book value of the shares in Arkema Participations(€340 million).

• As part of an internal reorganization of the Arkema Group,on 22 February 2023 and 24 October 2023 Arkema France
transferred 89,818 shares in Arkema Participations to its
sole shareholder Arkema. The value of Arkema Participations
shares increased by €1,488 million, and the value ofArkema France shares was reduced accordingly.
• Following these transactions, the net book value of Arkema
Participations shares held by Arkema amounts to€2,885 million.
• Arkema S.A. increased the capital of Arkema France on
3 May 2023 for an amount of €624 million, corresponding
to the issue of 3,660,667 new shares.
• The provision for Arkema France shares was fully reversedfor €248 million.

B. Accounting policies
The annual financial statements of Arkema S.A. wereprepared under the responsibility of the Chairman and Chief
Executive Officer of Arkema S.A. and approved for
publication by the Board of Directors on 28 February 2024.
The annual financial statements of Arkema S.A. wereprepared in accordance with French laws and regulations. It
is specified that the presentation of the balance sheet andthe income statement has been adapted to the Company’s
activity as a holding company.

French generally accepted accounting principles (GAAP) havebeen applied, including the principle of prudence, using thefollowing basic assumptions:• going concern basis;• consistency of accounting policies from one financial year
to the next; and• accruals basis of accounting and cut-off.
The basic method used to value items recorded in theaccounting records is the historical cost method.
The main accounting policies used by the Company arepresented below.

1.

Investments

Investments are stated at the lower of acquisition cost andvalue in use. Investment acquisition expenses are recognizedin the income statement as incurred.
The value in use of the investments held by Arkema SA isassessed by reference to the share held in the investee’s net
assets. However, value in use may also be assessed:• by standard valuation methods (multiples, discounted
future cash flows) when these methods provide more
relevant information than the share held in the investee’s
net assets.

• by reference to an external valuation; or2.

Costs of capital increases

In accordance with opinion 2000D of the urgent issues committee of the French National Accounting Board (Conseil national dela comptabilité – CNC), issued on 21 December 2000, the Company has opted to recognize the costs of capital increases as adeduction from issue premiums.

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Financial and accounting information
Company’s annual financial statements

3.

5

Receivables

Receivables are recognized at their nominal value. A bad debt provision is recognized when the net realizable value is lower thanthe book value. Receivables denominated in foreign currencies are translated at the exchange rate at 31 December.

4. Treasury shares
Treasury shares held by Arkema S.A. are recognized at acquisition
cost in current assets. They are valued in accordance with
the FIFO (first-in, first-out) method. Treasury shares arenormally written down, if necessary, on the basis of theaverage market price on the Paris stock exchange for the lastmonth preceding the balance sheet date. By exception, andin accordance with regulation no. 2014-03 of the French
Accounting Standards Authority (Autorité des normes comptables– ANC), these shares are not written down on the basis of
their market value when they have been allocated to a plan,
because of the commitment to make grants to employees
and the provision recognized in this respect in liabilities.

5.

Treasury shares initially allocated to cover share grants toemployees are reclassified as other financial assets in a
“Treasury shares for cancellation” sub-account when adecision is made to cancel the shares. They are thenrecorded at their net carrying amount at the date on which
their allocation is changed.
When the annual general meeting authorizes the Board of
Directors to implement a share buyback program with a viewto canceling the purchased shares, these shares are recognizeddirectly in financial assets in accordance with article 942-27
of the French Chart of Accounts (plan comptable général – PCG).

Bonds

Bonds are recognized at nominal value in the balance
sheet liabilities.
Bond issuing costs and bond premiums (arising when the bondis issued at a price below its nominal value) are recognized in
the balance sheet as a separate asset. However, if the bondis issued at a price higher than the nominal value, thedifference between the issue price and the nominal value
minus issuing costs is recognized as a liability under “Bonds”.
Issuing costs comprise bank charges for setting up the bond,and legal fees. They are spread over the duration of the bondunder the effective interest rate method, with the corresponding
expense recognized in operating income.

The bond premium is also spread over the duration of
the bond under the effective interest rate method, withthe corresponding expense recognized in financial result.
If the bond is issued at a price higher than the nominal value,
the same method is applied to the difference between theissue price and the nominal value, with the corresponding
income recognized in financial result.
The effective interest rate corresponds to the interest rate
which, when used to determine the discounted value of
expected cash outflows till maturity date, leads to the initial
book value of the bond.

6. Perpetual hybrid bonds
Perpetual bonds whose redemption remains under the exclusive
control of the issuer are recorded as “Additional equity”.
Costs and the premium related to the issue of such instruments
are recorded in the balance sheet assets as prepaid expenses,
and spread over the duration of the relevant tranche.
The expense resulting from spreading issuing costs is
recognized in operating income by a direct credit to the bondissuing costs account (only the net amount is shown in thebalance sheet).

The expense resulting from spreading issue premiums isrecognized in financial expenses by a direct credit to thebond issue premium account (only the net amount of thepremiums is shown in the balance sheet).
Accrued interest not yet due is included in other financial debt.
The annual interest expense on these instruments is
included in financial expenses in the income statement.

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Financial and accounting information
Company’s annual financial statements

7.

Stock options and free share grants

7.1

Stock options

Stock options are accounted for, at the date of exercise, as a capital increase for an amount corresponding to the subscription
price paid by the stock option holders. Any difference between the subscription price and the par value of the shares created
represents an issue premium.

7.2 Free share grants
Arkema S.A. shares vest to beneficiaries at the end of avesting period subject to the beneficiary remaining with theCompany and fulfilling any performance conditions set by the
Board of Directors.

7.2.1

Issue of new shares

When a free share grant is carried out by issuing new shares,
a capital increase by means of a capitalization of reserves in
the aggregate par value of the shares created is recognized in
the financial statements at the end of the set vesting period.

7.2.2 Buyback of existing shares
When a free share grant is carried out through buybacks ofexisting shares (following a decision by the Board of Directors
in relation to the plan in question), a provision representing
the obligation to deliver the shares is recognized at year-end.

The amount of this provision is equal to the probablepurchase price, valued on the basis of the closing share priceif the shares have not yet been purchased, or the net
carrying amount of the treasury shares if they have alreadybeen purchased. On delivery at the end of the vesting period,
the purchase price paid by the company for the shares
granted is recognized in exceptional expenses and the provisionpreviously recorded is reversed. However, the expense related
to delivery of vested shares to Arkema S.A. personnel underperformance share plans is reclassified from exceptional
items to operating income.
The provision is recognized on a time-proportion basis overthe vesting period and takes into account, where relevant,the probability of the beneficiaries’ remaining with theCompany and fulfilling the performance conditions set by the
Board of Directors.

7.3 Social security contributions on stock options and free share grants
The 2008 French social security financing act (lawno. 2007-1786 of 19 December 2007) created a new employer
contribution on stock options and free share grants.
This contribution is payable to the mandatory health insurance
schemes to which the beneficiaries are affiliated. For freeshare grants, starting from the 2016 plan, the 20% contribution

is calculated on the basis of the value of the shares granted
at their vesting date, and is payable the month after theshares vest to the beneficiary. The provision corresponding
to the contribution payable for Arkema S.A. personnel isestablished progressively over the vesting period.

8. Pension and similar benefit obligations
The complementary “top hat” defined benefit pension plan
was terminated in 2016 following a decision by the Board of
Directors on 9 March 2016. Other non-pension benefits(lump-sum payments on retirement, long service awards,
death and disability benefits, contributions to healthcare
bodies) remained unchanged, and provisions are recognized
in respect of these obligations in the financial statements.
The amount of the provision corresponds to the actuarial
value of employees’ vested rights at the balance sheet date.
The valuation of obligations under the projected unit credit
method principally takes into account:

ANC decision on attributing benefit to periods of service:• The French Accounting Standards Authority, ANC, hasamended its recommendation no. 2013-02 to allow for achoice between two accounting methods when calculating
obligations for certain defined benefit plans.
• For the French statutory financial statements, the Arkema
Group has chosen to apply the option that aligns with the
new method applicable to the consolidated financial
statements in 2021.

• a discount rate, which depends on the duration of theobligations (3.55% at 31 December 2023 versus 4.1% at
31 December 2022);• This method has led to a review of how benefit costs are
spread over periods of service and, by extension,• an assumption concerning the date of retirement;• to a change in how obligations are valued for plans capped
at a specified number of years of service.

• an inflation rate;• assumptions in respect of future increases in salaries,
rates of employee turnover and increases in health costs.

364

Actuarial gains and losses are fully recognized in theincome statement.

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The following plans are concerned:• Plans with payments on retirement, where benefits are cappedin terms of months after a specified number of years ofservice in the company.

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Financial and accounting information
Company’s annual financial statements

2023 French pension reform
On 14 April 2023, France passed amended 2023 social security
financing law no. 2023-270, which gradually increases thelegal retirement age (from 62 to 64) and lengthens the amountof time workers are required to make contributions.

The impact of this reform is not material for the company’s
pension obligations and other employee benefits, as the retirement
age assumptions used in previous years were already higher
than the minimum age required under the new reform.

9. Tax consolidation
The tax consolidation agreements signed between Arkema S.A.
and the other companies in the tax consolidation group referto a neutrality principle in accordance with which each tax
consolidated subsidiary must recognize in its own financial
statements, during the entire period of its inclusion in the tax
consolidation group, a tax expense (or benefit) corresponding
to income tax and additional levies, identical to that which it
would have recognized had it not formed part of the tax
consolidation group.

• in “other payables”, with an offsetting entry to income taxes,
the amount of taxes due by the tax consolidation group.
The tax consolidation agreements also state that Arkema S.A.
will benefit from the tax savings generated by the use of its
subsidiaries’ tax losses without any obligation to refund them(even if the said subsidiaries leave the tax consolidationgroup). On this basis, in accordance with opinion 2005-G of
the CNC urgent issues committee, Arkema S.A. does notrecognize any provision for taxes.

In its accounting records, Arkema S.A. recognizes:• in “other receivables”, with an offsetting entry to income taxes,
the amount of income taxes due by profitable companies
in the tax consolidation group;C.

Subsequent eventsNone.

D. Notes to the parent company financial statements
The figures presented in the notes to the parent company financial statements are expressed in millions of euros (unlessotherwise indicated).

Note 1
1.1

Investments and other financial assets

Investments
31.12.2022

Increase

Decrease

31.12.2023

Gross value(In millions of euros)

3,420

624

-

4,044

Impairment

(248)

-

248

-

NET VALUE

3,172

624

248

4,044

Arkema France recognized a capital increase of €624 million.
The reversal of impairment concerns exclusively shares in
Arkema France, given the company's net assets at
31 December 2023.

Shares in Arkema Amériques were derecognized in the amountof €1,057 million following the merger with Arkema Participations(merger between sister companies with no exchange ofshares) and an increase in the value of Arkema Participations
shares was then recognized in the same amount.
Transfer by Arkema France of shares in Arkema Participations
for an amount of €1,488 million, and corresponding reductionin the value of shares in Arkema France.

1.2

Other financial assets

Arkema S.A. transferred to its subsidiary Arkema France the cash received from the various bond issues (see notes D4 and D6),in the form of loans with the same maturity.
The corresponding loans total €4,200 million (excluding accrued interest) at 31 December 2023.

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Note 2 Current assets
2.1

Breakdown of receivables

The breakdown by maturity of the Company’s receivables at 31 December 2023 is as follows:(In millions of euros)

Gross amount

Maturing within
one yearof which morethan one year

Operating receivables and taxes (1)

10

10

-

(2)

401

401

-

205

102

103

616

513

103

Cash advances to the subsidiary
Other receivables

(3)

TOTAL
(1) Since 2018, Arkema S.A. has invoiced support functions to all Arkema Group entities.
(2) Arkema France current account.
(3) Mainly income tax receivables, intragroup receivables and treasury shares.

2.2 Treasury shares
As at 31 December 2023, Arkema S.A. holds 228,901 treasury
shares, which are recorded at a total value of €20 million.
These shares are used to cover its free share grant plans(see note D13).

No impairment was therefore recognized in the financial
statements at 31 December 2023.

The Company bought back 357,726 treasury shares during 2023. The Arkema Group definitively granted 359,912 free shares to its
employees in November 2023, mainly in application of the 2019 and 2020 plans.

Number of treasury shares at 1 January

2023

2022

231,087

329,118

Purchase of treasury shares

357,726

262,945

Grants of treasury shares(359,912)(360,976)

Number of treasury shares at 31 December

228,901

231,087

2.3 Bond premium and issuing costs
The following amounts are recognized in this item:
31 December 2022

Increase

Decrease

31 December 2023

Issue premiums

7.4

6.4

2.7 (1)

11.1

Issuing costs

1.9

2.0

(1)

3.3

Subtotal

9.3

8.4

3.3

14.4

Issue premiums

—

—

—

—

Issuing costs

0.6—

0.3(1)

0.3

Subtotal

0.6

—

0.3

0.3

TOTAL

9.9

8.4

3.6

14.7

(In millions of euros)
BONDS

0.6

PERPETUAL HYBRID BONDS

(1)

366

Amount charged to expenses for the period.

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Financial and accounting information
Company’s annual financial statements

5Note 3 Shareholders’ equity
At 31 December 2023, Arkema’s share capital comprises 75,043,514 shares with a par value of €10.
Changes in shareholders’ equity are as follows:(In millions of euros)

Opening Appropriation
balance atof 2022 net Distribution of
01/01/2023
incomedividends (1)Capitalincrease 31 December 2023
beforeCapital reserved forappropriation
reduction employees

2023 net
incomeShare capital

750.4

Issue premium

316.1

Paid-in surplus

625.8

625.8

Merger surplus

124.8

124.8

Legal reserve

76.7

76.7

Other reserves

750.4
(0.1)

—

—

Retained earnings

1,873.1

101.4

2022 net income

101.4(101.4)

1,720.7(253.8)—2023 net income
TOTAL SHAREHOLDERS’ EQUITY
(1)

316

349.9
3,868.4—(253.8)

349.9

349.9

—

(0.1)

3,964.3

On 11 May 2023, the annual general meeting of shareholders adopted a resolution to distribute a dividend of €3.40 per share, or a total amount of€253.8 million, in respect of the 2022 financial year.

Note 4 Additional Equity(In millions of euros)

Gross amount

Maturing within
one yearof which morethan one year

700

-

700

Issue of perpetual hybrid bonds

At 31 December 2023, the total nominal value of Arkema’s perpetual hybrid bonds is €700 million. The breakdown is as follows:
Nominal value(in millions)

Currency

Redemption
optionAnnualcoupon rate

17 June 2019

400

EUR

5.25 years

2.75%

21 January 2020

300

EUR

6 years

1.50%

Issue dateArkema has an option to defer payment of coupons for the above bonds.

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Financial and accounting information
Company’s annual financial statements

Note 5 Provisions
Changes in provisions recognized in the Company’s balance sheet are set out in the table below:(In millions of euros)
Provisions for pensions and similar benefits

31 December 2022

Increase

Decrease

31 December 2022

2.0

0.3

—

2.3

0.3

0.1

—

0.4

49.4

36.3

(3)

58.4

—

—

—

—

(1)

Provisions for long service awards
Provisions for free share grants(2)

Provisions for risks related to subsidiaries

27.3

Provisions for other risks

0.8

0.5

—

1.3

TOTAL

52.5

37.2

27.3

62.4

(1) The increase mainly corresponds to entitlements earned over the year.
(2) Increases and reversals of these provisions are recorded in exceptional items.
(3) The decrease corresponds to a reversal following delivery of shares under plans 2019-2 and 2020-1.

These movements break down as follows:
Increases
in provisions

Reversals

Recognized in operating income

0.4

(0.0)

Recognized in financial result

0.0

0.0

(In millions of euros)

Recognized in exceptional items

36.8(27.3)

TOTAL

37.2

(27.3)

Note 6 Bonds and other financial debt
This item covers:• the €700 million bond issued in January 2015 that will
mature on 20 January 2025, with a fixed coupon of 1.5%;• the bond issued in April 2017 that will mature on 20 April 2027,
with a fixed coupon of 1.5%, and the tap issue undertaken
in June 2017 bringing its total amount to €900 million;• the €500 million bond issued in December 2019 that will
mature on 3 December 2029, with a fixed coupon of 0.75%;
The €300 million green bond issued in October 2020
that will mature on 14 October 2026, with a fixed couponof 0.125%. This bond is entirely dedicated to the financingof Arkema’s new, world-scale plant in Singapore to
manufacture 100% bio-based Rilsan® polyamide 11.

• the €400 million bond issued on 16 January 2023 that will
mature on 23 January 2031, with a fixed coupon of 3.50%;• the €700 million bond issued on 14 November 2023 thatwill mature on 20 May 2030, with a fixed coupon of 4.25%.
These issues are part of the Group’s Euro Medium Term
Notes (EMTN) program introduced in October 2013.
• the difference between the issue price and the nominal
value of the 2017 bond, recorded in liabilities in the amountof €2.2 million (net of issuing costs); after a €0.2 million
charge to the period, the balance of this difference
amounts to €1.2 million at 31 December 2021;• the accrued interest on bonds, amounting to €36.3 million;• the accrued interest on the perpetual hybrid bond, amounting
to €7.4 million;• 389 million in commercial paper, net of accrued interest.

Note 7 Negotiable European Commercial Paper
In April 2013, the Group introduced a Negotiable European Commercial Paper program with a ceiling of €1 billion.
No issues are outstanding as part of this program at 31 December 2023.

368

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Financial and accounting information
Company’s annual financial statements

Note 8 Liabilities
The breakdown by maturity of the Company’s liabilities at 31 December 2023 is as follows:(In millions of euros)
Debt
Subsidiary current accounts

Gross amount

Maturing within
one year

Maturing in 1
to 5 years

Maturing after
5 years

3,934

433 (1)1,900 (2)1,600 (2)

119

119

Accounts payable

5

5

-

-

Tax and employee-related liabilities

8

8

-

-

Other payables

129(3)

72

57

-

TOTAL

4,195

637

1,957

1,600

(1) Commercial paper (€400 million); accrued interest (€33 million).
(2) Long-term bonds issued by Arkema S.A. (see note D6).
(3) Income tax payables owed to the tax authorities and to companies in the tax consolidation group.

Note 9 Details of items concerning related companies(In millions of euros)
INVESTMENTS
Investments in other companies (1)4,044Receivables related to subsidiaries

4,247

RECEIVABLES
Accounts receivable

9

Other receivables (current account)401

Other amounts receivable

64

LIABILITIESFinancial debt

119

Trade payables

3

Other payables

117

SALES
Services billed to related companies (2)124

OPERATING EXPENSES
Services billed by related companies (2)97

FINANCIAL INCOME AND EXPENSES
Dividends from investments

100

Income on loans and current accounts

82(1) Net book value.
(2) Mainly management fees.

Note 10 Financial result
Interest income corresponds mainly to the remuneration of the amounts made available to Arkema France in the context of theGroup’s cash pooling system.

Note 11 Income taxes
In 2023, application of the French tax consolidation system
resulted in an income tax benefit of €10.6 million for
Arkema S.A.

This amount breaks down as:• Income of €22.9 million corresponding to the income tax
paid by subsidiaries included in the tax consolidation groupas if they were taxed separately;• An income tax expense of €12.3 million relating to the tax
consolidation group.

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Financial and accounting information
Company’s annual financial statements

Note 12 Deferred tax position
Temporarily non-deductible expenses relating to provisions for pensions and similar benefits at 31 December 2023 amountto €2.3 million.
After integration of €46.6 million corresponding to the 2023 taxable income under the French tax consolidation system, the tax
loss carryforwards of the Company’s tax consolidation group at 31 December 2023 amount to €1,167 million, and can be used
indefinitely.

Note 13 Stock option plans and free share grants
13.1 Stock options
The Board of Directors has decided not to introduce any further stock option plans.

13.2 Free share grants
On 9 November 2023, the Board of Directors decided to introduce two free performance share plans for employees, particularly
people in positions of responsibility whose work has an influence on the Group’s results.
Movements in the free share grant plans existing at 31 December 2023 are as follows:
Number of
Total number shares subject
Holding of free shares to performance
conditions
grantedperiodFair value(euros per
share)

Plan

Grant date

Vesting
period2019-229 Oct. 20194 years-

131,035

112,740

59.76

2020-1

5 May 2020

4 years

-

6,453

-

10.09

2020-2

5 May 2020

3 years

3 years

1,176

-

20.94

2020-3

5 May 2020

4 years

-

1,500

-

0.00

Number of Number ofsharessharescanceled
vested inin 20232023
120,832

1,250

Total numberof shares still
to be granted
at 31/12/2023
6,439

1,135

41

1,500

2020-44 Nov. 2020

3 years

2 years

238,550226,000

52.58

1,210

-

2020-5

4 Nov. 2020

4 years-

128,245(1)111,365

54.33

3,740

116,275

2021-19 Nov. 2021

3 years

2 years

239,575(2)227,387

81.91

3,430

232,075(3)

105,293

83.92

50

3,975

116,153

46,116

-

63.45

11

2021-29 Nov. 2021

4 years-2022-19 Nov. 2022

4 years-2022-29 Nov. 2022

3 years

3 years

3,739

-

70.51

3,739

2022-39 Nov. 2022

4 years

-

2,400

-

0.00

2,400

2022-49 Nov. 2022

3 years

2 years

234,715(4)219,835

68.26

6,780

227,755

2022-5

9 Nov. 2022

4 years

0

128,540(5)106,515

66

3,355

124,915

2 years(6)

232,980

69

4,200

243,465(7)

102,800

68

315

126,6802023-12023-2
(1)
(2)
(3)
(4)
(5)
(6)
(7)

8 Nov. 2023
8 Nov. 2023

3 years
4 years

0

124,713

237,884

247,665

126,995

46,105May be raised to 135,940 in the event of outperformance.
May be raised to 285,052 in the event of outperformance.
May be raised to 145,772 in the event of outperformance.
May be raised to 278,682 in the event of outperformance.
May be raised to 149,843 in the event of outperformance.
May be raised to 294,261 in the event of outperformance.
May be raised to 147,555 in the event of outperformance.

13.3 Income and expenses in the financial year in respect of delivered plans
The delivery of shares in respect of plans 2019-2 and 2020-1
led to recognition of a net exceptional expense of €3.6 million
in the 2023 financial statements (exceptional expense of€30.9 million partly offset by a €27.3 million provision reversal).

370

2023 Universal Registration Document

The provision for free share grants was increased in 2023 by€36.3 million (of which €2.4 million in respect of the 2023 plans).
The total amount of provisions in respect of all plans is€58.5 million at 31 December 2023.

5

Financial and accounting information
Company’s annual financial statements

Note 14 Off-balance sheet commitments
The information set out below concerns Arkema S.A. or
certain of its subsidiaries, and is disclosed on account ofArkema S.A.’s holding company status.

maturity to 28 July 2028. The margin is linked to three CSR
indicators which now take into account the Group’s new
objectives.

On 28 July 2022, the Group amended and extended its syndicatedline of credit maturing on 29 July 2024. The amount was increasedto €1.1 billion and the maturity extended to 28 July 2027 with
two one-year extension options subject to lender approval.
The first option was exercised in July 2023, extending

Arkema S.A. has given rent guarantees under the lease signed
on 1 January 2015 for the Group’s current headquarters andunder the lease signed on 18 May 2022 for a building being
constructed for the Group’s future headquarters.

Note 15 Liabilities and contingent liabilities
As a result of Hurricane Harvey, Arkema’s Crosby, Texas plant
experienced unprecedented flooding leading to a loss of
power, the loss of back up refrigeration, the decompositionof certain organic peroxides products that require refrigeration
and, ultimately, a series of fires at the plant. Floodwaters also
caused wastewater releases. Since September 2017, Arkema
Inc. has been defending, and continues to defend, multiple
civil lawsuits that were filed against it. One of them has beencertified in May 2022 as a class action for certain claims
asserted under federal statutes, to be tried by the court;
however, class certification in the federal case was denied
for all state law claims for monetary damages that had beenasserted under Texas common law. In January 2024, the court

entered a Preliminary Approval Order for that settlement.
The remaining lawsuits were consolidated in 2020 for pre-trial
purposes into a state multi-district litigation pending in Texas
court. Mediations have been held and negotiations are ongoing
to settle some disputes. Most claims against Arkema Inc. arecovered by environmental liability insurance. When claims are
not covered by insurance policies, provisions have been madefor such claims in an amount which the Group considers
sufficient.
The Company has been dismissed from all of the lawsuits inwhich it was named.

Note 16 Employees
The average number of employees by category of personnel is as follows:Engineers and managers

10Supervisors and technicians

0

TOTAL

10

Note 17 Transactions with related parties
The compensation and benefits of any kind awarded to directors and Executive Committee members are recognized as
expenses in the Arkema S.A. financial statements as follows:(In millions of euros)
Salaries and other short-term benefits

2023

2022

10

10

Pensions, other post-employment benefits and contract termination benefits--

Other long-term benefits--

Share-based payments

7

9

Salaries and other short-term benefits comprise all types ofcompensation recorded, including variable amounts, bonuses,
attendance fees and benefits in kind.
The Chairman and Chief Executive Officer is entitled to acontractual indemnity in the event of non-voluntary departure,
up to a maximum of twice his total gross annual compensation(fixed and variable), subject to achievement of performance criteria.

Other transactions with related parties involve subsidiaries
directly or indirectly wholly owned by Arkema S.A. and do not
fall within the scope of article 831-3 of ANC Regulation
no. 2014-03 of 5 June 2014.

2023 Universal Registration Document

371

5

Financial and accounting information
Company’s annual financial statements

5.4.4 Information on Company payment terms (articles R. 441-6-1
and D. 441-4 of the French Commercial Code)The following table shows the number and total amount of supplier invoices received and overdue at 31 December 2023:
Article D. 441 I-1°: invoices received and overdue at the year-end(In thousands of euros)by 0 days(indicative)by 1-30
days

by 31-60
days

by 61-90
days

by 91 days
and more

Total (1 day
and more)

0

2

0

0

4

6

(A) Period overdue
Number of invoices concerned
Total amount of invoices concerned
Percentage of annual purchases, excluding taxes

0

57

0

0

(30)

27

N/A

0.05%

N/A

N/A

-0.03%

0.03%(B) Invoices excluded from (A) relating to disputed or unrecognized liabilities and payables
Number of invoices excluded

0

0

0

0

0

0

Total amount of invoices excluded

0

0

0

0

0

0

(C) Standard payment terms used (contractual or defined by law)
Payment terms used to calculate overdue payments

Contractual payment terms

The following table shows the number and total amount of customer invoices issued and overdue at 31 December 2023:
Article D. 441 I-1°: invoices issued and overdue at the year-end
by 0 days(indicative)by 1-30
days

by 31-60
days

by 61-90
days

by 91 days
and more

Total (1 day
and more)(A) Period overdue
Number of invoices concerned

44

Total amount of invoices concerned

(304)

606

393

326

304

Percentage of annual sales

0.25%

0.49%

0.32%

0.26%

0.25%

(B) Invoices excluded from (A) relating to disputed or unrecognized liabilities and payables
Number of invoices excluded

0

0

0

0

0

0

Total amount of invoices excluded

0

0

0

0

0

0

(C) Standard payment terms used (contractual or defined by law)
Payment terms used to calculate overdue payments

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2023 Universal Registration Document

Contractual payment terms defined in the invoice

5

Financial and accounting information
Company’s annual financial statements

5.4.5 Results of the Company in the last five years(articles R. 225-81, R. 225-83 and R. 225-102 of the French
Commercial Code)(In millions of euros, unless otherwise indicated)

2019

2020

2021

2022

2023

TYPE OF DISCLOSURESI – Financial position at year-enda) Share capital

766

767

767

750

750

76,624,220

76,736,476

76,736,476

75,043,514

75,043,514

Sales (excluding taxes)

109

99

114

121

124

a) Income before tax, depreciation, impairment
and provisions

155

103

2

80

104

9

11

22

8

11

e) Income after tax, depreciation, impairment
and provisions

165

103

282

101

350

f)

168

191

222

254

263(1)a) Income after tax but before depreciation,
impairment and provisions

2.15

1.48

0.31

1.17

1.53

b) Income after tax, depreciation, impairment
and provisions

2.15

1.34

3.68

1.35

4.66

c) Net dividend per share

2.20

2.50

3.00

3.40

3.50 (1)a) Number of employees

8

10

9

10

10

b) Total payroll

9

9

10

10

10

c) Amounts paid for employee benefits in the year

7

7

4

9

7

b) Number of shares issued
II – Operations and resultsb) Income taxesd) Employee profit-sharing

Amount of dividends distributed

III – Earnings per share (in euros)

IV – Employee data

(1)

Subject to approval by the 2024 annual general meeting.

2023 Universal Registration Document373

Financial and accounting information
Information on Arkema’s Green Bond issue

5.5

Information on Arkema’s Green Bond issue

Fully in line with its CSR policy, Arkema issued its first green
bond on 14 October 2020 for a total of €300 million, with amaturity of six years and an annual coupon of 0.125%. Thisbond is entirely dedicated to the financing of Arkema’s new,world-scale plant in Singapore (the “Eligible Project”), a
major, innovative and sustainable project at the heart of its
organic growth strategy.

Information on the issue can be found on the Group’s website:
https://www.arkema.com/global/en/investor-relations/
regulated-information/
The commitments made by Arkema under its Green Bond
Framework are aligned with the four components of theInternational Capital Market Association’s Green Bond Principles.
They are outlined below.

Use of proceeds
The proceeds of the green bond issue will be used to financeor refinance, in whole or in part, investments made by Arkema
in the Eligible Project, which meet the three eligibility criteria
described in the Green Bond Framework. This world-scale
plant based in Singapore, whose initial start-up phase beganat the end of 2022, is designed with state-of-the-art technology
to maximize its efficiency and minimize its environmental impact.
The facility will produce 100% bio-based amino 11 monomer
and Rilsan® polyamide 11 from castor oil, a renewable andsustainable feedstock.

Project evaluation and selection process
The Eligible Project was selected by the Group Executive
Committee given:• the unique contribution of Arkema’s bio-based polyamide 11
to the development of sustainable solutions in fast-growing
areas such as mobility, and in particular new energy vehicles,
3D printing, and consumer goods, and• the project’s importance in ensuring this product’s worldwide
development and growth.

A Green Bond Committee was set up at the time of the issue’s
structuring. It is comprised of members from the Financing andTreasury, Sustainable Development and Investor Relations
departments, as well as the High Performance Polymers
Business Line. The committee meets at least once a year
until the bond matures to ensure that the project is compliant
with the eligibility criteria described in the Green Bond
Framework and to validate the allocation and impact reports.

Management of proceeds
The proceeds are managed by the Finance and Treasury
department, which makes sure they are allocated solely to
the Eligible Project and do not exceed the total investment
amount. All capital expenditure related to the Eligible Projectis monitored locally and reported to the Accounting andConsolidation department on a monthly basis. The balanceof the proceeds is invested in cash or cash equivalent products
or in liquid marketable instruments, as per the Group’s
financial policy.

ReportingIn accordance with the Green Bond Framework, Arkema will
publish:• an annual report on the allocation of the proceeds until
they have been fully allocated; and• an impact report on the progress of the Eligible Project,
each year during the construction phase of the plant. Afterthe start-up of operations, and at least once during the3742023 Universal Registration Document

green bond’s lifetime, Arkema will publish an impact
indicator assessing the number of tons of CO2 avoided by
the Eligible Project.
Every year, an independent auditor will express a limited
assurance conclusion on the conformity of the proceeds
allocation process and the validity of the impact indicator.

5

5

Financial and accounting information
Information on Arkema’s Green Bond issue

Allocation report
The funds raised under the green bond were fully allocated to the plant construction project in Singapore, with all remaining
funds allocated in 2022.
(In millions of euros)
Aggregate nominal amount of the 14 October 2020 issue

Amount

%

300

100%

Aggregate amount allocated to the project on 31 December 2020

89

30%

Aggregate amount allocated to the project on 31 December 2021

271

90%

Aggregate amount allocated to the project on 31 December 2022

300

100%

Of which refinancing share (from 1 January 2019 to 14 October 2020)

68

23%

Of which financing share (from 15 October 2020 to 31 December 2021)

203

67%

Of which financing share (from 1 January 2022 to 31 December 2022)

29

10%

0

0%

Non-allocated amount on 31 December 2022

Impact report
Plant construction work started in the first half of 2020 andthe overall rate of completion was 25% at the end of 2020
and 64% at the end of 2021. Construction was completed in
the second part of 2022, a few months behind the initialproject schedule due to the impact of Covid.
Production start-up operations for the Eligible Project beganat the end of 2022 and continued in 2023.
Since then, the plant has gradually ramped up production.
Arkema has undertaken to provide an assessment of the
Eligible Project’s impact on climate change, at least once
during the lifetime of the green bond from the moment the
project is commissioned. This impact assessment, expressedin tons of CO2 avoided, will be based on data provided by
Arkema’s High Performance Polymers Business Line and theAnalysis, Environment and Process Evaluation department’s
life-cycle assessment team. As a reminder, a critical reviewof the Rilsan® polyamide 11 life cycle assessment was
performed by a third party. The findings, publishedin February 2021, confirm that the study was carried out inaccordance with ISO 14040/44 and ISO 14067, thus giving all
the necessary credibility to the impact indicator that theGroup will publish.
Statutory auditor’s limited assurance report on selected
information published in the Group universal registration
document for fiscal year 2022 relating to the Green Bondissuance on 14 October 2020.
This is a free English translation of the Assurance reportissued in French and is provided solely for the convenience ofEnglish-speaking readers. This report should be read in
conjunction with, and construed in accordance with, French
law and professional standards applicable in France.

2023 Universal Registration Document

375

376

2023 Universal Registration Document

INFORMATIONABOUT THE COMPANY
AND ITS SHARE CAPITAL
6.1 Legal presentation of the Group378

6.4 Stock market

388

6.1.1

378

6.4.1 Stock market information

388

6.4.2 Financial communication

389

Information about the Company |AFR|

6.1.2 Subsidiaries and shareholdingsof the Company |AFR|

379

6.1.3 Related-party transactions

380

6.4.4 Relations with individual shareholders390

6.2 Share capital |AFR|

380

6.4.5 Investor relations contacts

390

6.2.1 Amount of share capital

380

6.4.6 Registered shares390

6.4.7 Dividend policy |AFR|

390

6.2.2 History of the Company’s share capitalover the past three years

380

6.2.3 Pledges, guarantees, securities

380

6.2.4 Treasury shares381

6.2.5 Summary of authorizations
and their application

6.2.6 Stock options and performance share plans
6.2.7 Stock transactions

383
384

by the Company’s executives384

6.3 Share ownership |AFR|

385

6.3.1 Breakdown of share ownershipand voting rights at 31 December 2023

6.3.2 Control of the Company
6.3.3 Clauses likely to have an effecton the control of the Company

Extract from the Articles

389

6.5 of Association

391

6.5.1 General meetings |AFR|

391

6.5.2 Voting rights |AFR|

392

6.5.3 Rights and obligations attached to theshares392

6.5.4 Thresholds

393

385
385
386

6.3.5 Legal threshold disclosures386

and voting rights

and financial analysts

385

6.3.4 Employee share ownership6.3.6 Historical breakdown of share ownership6.4.3 Relations with institutional investors

387

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

2023 Universal Registration Document

377

6

Information about the Company and its share capital
Information on Arkema’s Green Bond issue

6.1

Legal presentation of the Group

6.1.1

Information about the Company

Arkema was established in October 2004 within Total’s Chemicalbusiness, which subsequently became TotalEnergies, to bring
together the Vinyl Products, Industrial Chemicals and Performance
Products businesses. On 18 May 2006, the Company’s stock
market listing marked the Group’s independence.
Date

Nature of operation

Company

Products

Segment

October 2007

Acquisition

CoatexRheology additives

Coating Solutions

January 2010

Acquisition

Certain assets of The Dow Chemical
Company in North America

Acrylics and emulsions

Coating Solutions

July 2011

Acquisition

Cray Valley, Cook Composites & Polymers

Coating resins

Coating Solutions

SartomerPhotocure resins

Coating Solutions

February 2012

Acquisition

Suzhou Hipro Polymers Co. Ltd.

Specialty polyamides

Advanced Materials

July 2012

Divestment

Vinyl Products division

VinylsVinyl Products

October 2014

Joint venture

Taixing Sunke Chemicals

Acrylics

Intermediates

February 2015

Acquisition

BostikAdhesive solutions and sealants Adhesive Solutions

December 2016

Acquisition

Den Braven

High performance sealants

Adhesive Solutions

January 2018

Acquisition

XL Brands

Flooring adhesives

Adhesive Solutions

July 2019

Acquisition

ArrMazSpecialty surfactants

Advanced Materials

September 2019 Acquisition

Sunke (buyback of 45% interest heldby Taixing Jurong Chemical)

Acrylics

Intermediates

June 2020

Divestment

Functional polyolefins

Ethylene polymers

Intermediates

May 2021

Divestment

Altuglas (PMMA business)

Polymethyl methacrylate

Intermediates

February 2022

Acquisition

Ashland’s performance adhesives

Performance adhesives

Adhesive Solutions

December 2023

Acquisition

PI Advanced Materials (PIAM)(acquisition of a 54% controlling stake)Polyimides

Advanced Materials

Arkema is a French joint stock corporation (société anonyme)
with a share capital of €750,435,140 and its registered office
is located at 420, rue d’Estienne d’Orves, 92700 Colombes,
France (telephone: +33 (0)1 49 00 80 80). It is governed by
French law and, as a result, is subject to the legislative andregulatory provisions of the French Commercial Code (Codede commerce).
The Company is registered with the Nanterre Trade and Companies
Registry (Registre du commerce et des sociétés) under number
445 074 685. Its SIRET number is 445 074 685 00030. Its
NAF code is 6420 Z. Its legal entity identifier (“LEI”) is9695000EHMS84KKP2785.
It is specified that the information displayed on the Company’s
website is not part of this document, except that expressly
incorporated by reference. Therefore, such information has
not been reviewed or approved by the French financial
markets authority (Autorité des marchés financiers – AMF).
The Company was incorporated on 31 January 2003 for a
fixed period of 99 years from its date of registration at theTrade and Companies Registry, until 31 January 2102, unlessthe term is extended or the Company is wound up earlier.
The Company’s corporate purpose (article 3 of its Articles of
Association), directly or indirectly, in any country, is:• to carry out all operations directly or indirectly relating toresearch, production, processing, distribution and marketingof all chemical and plastic products and their derivatives,by-products thereof and of all parachemical products;

378

Since 2006, a number of significant operations, as mentioned
below, have enabled the Group to strengthen its portfolio of
businesses and to refocus on Specialty Materials.

2023 Universal Registration Document• to acquire, hold and manage all securities, negotiable orotherwise, in French and foreign companies, through newly
created companies, contributions, limited partnerships, or by
subscribing for or purchasing securities or corporate rights,
or through mergers, combinations, joint venture companies,
or by obtaining the use of or providing any property orrights under a lease or lease management agreement orotherwise; and• more generally, to enter into all financial, commercial,industrial, real estate or securities transactions that may
be directly or indirectly related to any of the purposes
referred to above or to any other similar or connectedpurposes, and designed to promote the Company’s purpose,
expansion or development.
The Company’s Articles of Association, minutes of annual
general meetings, statutory auditors’ reports and other Company
documents may be consulted at the Group’s Legal department
at the registered office located at 420, rue d’Estienne d’Orves,
92700 Colombes, France. Furthermore, historical financial
information, regulated information, reference documents,
Universal Registration Documents, annual and sustainable
development reports and other documents are available on
the Company’s website: www.arkema.com.

Information about the Company and its share capital
Information on Arkema’s Green Bond issue

6

6.1.2 Subsidiaries and shareholdings of the Company
The Company is the Group’s ultimate parent company. It is also the head of the French tax group put in place among companies
subject to French corporation tax.
The Company is a holding company that does not have its own operational or industrial activity.
The Company indirectly holds, via Arkema Participations and Arkema France companies, all the Group’s French and foreignsubsidiaries. Arkema France is both a holding and an operating company.
The Company’s main direct and indirect subsidiaries at the date of this document are shown in the simplified organizational chart below.

2023 Universal Registration Document379

Information about the Company and its share capital
Share capital

A comprehensive list of all of the Group’s consolidated
subsidiaries and their geographical location is given in the notes
to the consolidated financial statements at 31 December 2023
in section 5.3.3 of this document.

Information on the Group’s structure and the results of eachsegment are presented respectively in section 1.2 andchapter 5 of this document.

Detailed information on the Company’s main subsidiaries isalso given in section 5.4.2 of this document.

6.1.3 Related-party transactions
Arkema, the Group’s ultimate parent company, is a holding
company and provides administrative services to Group
companies. The related service agreements are not material
and are entered into under normal conditions comparable tothose applicable to similar transactions with third parties.
Some of the Group’s non-consolidated companies sell products
or provide services to consolidated Group companies. In
addition, certain consolidated Group companies sell products
or provide services to certain non-consolidated companies.

6.2

These transactions, taken separately or together, are notmaterial. They are carried out under normal conditions
comparable to those applicable to similar transactions withthird parties.
A description of related-party transactions is provided innotes 7.5 and 10 to the consolidated financial statements at
31 December 2023 in section 5.3.3 of this document andin the statutory auditors’ special report on related-party
agreements and commitments, which is included in chapter 7of this document.

Share capital

6.2.1 Amount of share capital
At 31 December 2023, the Company’s share capital was€750,435,140 divided into 75,043,514 fully paid-up ordinary
shares of the same class, with a par value of €10 per share.
At that date, 228,901 shares were held in treasury.

At 1 January 2023, the Company’s share capital was also
comprised of 75,043,514 shares. The Company's share capital
therefore remained unchanged in 2023.

6.2.2 History of the Company’s share capitalover the past three years
Date

Amountof capital

Total numberof shares
Nature of operation

Number of shares Capital increase/
issued/canceled
reduction

24 January 2022

€742,860,410

74,286,041

Share capital reduction-2,450,435
by cancellation of shares-€24,504,350-€245,495,513.71

27 October 2022

€750,435,140

75,043,514

Share capital increase
reserved for employees€7,574,730€41,168,657.55

757,473

Share premium

6.2.3 Pledges, guarantees, securities
At 31 December 2023, existing pledges on the Company’s
direct registered shares and administered registered shares
respectively concerned 147 shares held by two shareholders,and 17,287 shares held by three shareholders, representing
0.02% of the share capital.

380

2023 Universal Registration Document

The Company has no knowledge of pledges concerning
other shares of its share capital.
The shares held by the Company in its subsidiaries have notbeen pledged.

6

6

Information about the Company and its share capital
Share capital

6.2.4 Treasury shares
At 31 December 2023, the Company directly held 228,901
treasury shares.

program in accordance with article 241-2 of the generalregulations of the French financial markets authority (Autoritédes marchés financiers – AMF) as well as information required
under article L. 225-211 of the French Commercial Code.

This section includes (i) a review of the share buyback
program authorized in 2023, and (ii) the information thatmust be given in the description of the share buyback

Review of share buyback program authorized on 11 May 2023
(2023 share buyback program)
By way of illustration, based on the share capital at
31 December 2023, the theoretical maximum amount of funds
to be allocated to the implementation of the share buyback
program may not exceed €1,200,696,224.

The combined annual general meeting of 11 May 2023 authorized
the Board of Directors to implement a share buyback program
capped at 10% of the total number of shares comprising theshare capital and subject to a maximum purchase price pershare of €160. This authorization, which supersedes the unused
portion of the authorization granted by the annual general
meeting of 19 May 2022, was granted for an 18-month period
from the annual general meeting of 11 May 2023, i.e., until
10 November 2024. It is therefore still in force at the date ofthis document.

At its meeting of 22 February 2023, the Board of Directors
decided to implement the share buyback program subject tothe authorization of the combined annual general meeting of
11 May 2023.

Transactions carried out as part of the 2023 share buyback program
At 11 May 2023, when the annual general meeting approved the 2023 share buyback program, the Company held, directly or
indirectly, 379,628 treasury shares.
The following tables give a summary of the transactions carried out as part of the 2023 share buyback program.
Summary statement at 31 January 2024
Number of shares comprising the Company’s share capital at 11 May 2023

75,043,514

Treasury shares held directly or indirectly at 11 May 2023

379,628

Number of shares purchased between 11 May 2023 and 31 January 2024

208,000

Weighted average gross price of shares purchased (in euros)

88.58

Number of shares canceled in the last 24 months

0

Number of treasury shares at 31 January 2024

228,901

Par value of treasury shares

2,289,010

Book value of portfolio (in euros)

20,249,488

Market value of portfolio (in euros) based on closing price at 31 January 2024, i.e., €101.3

23,187,671

Aggregate gross movements
Summary of transactions carried out through theprogram between 11 May 2023 and 31 January 2024
Number of shares

Purchases

Sales/transfers

Open buying
positions

Open selling
positions

208,000

358,727

-

-

88.58

-

-

-

18,424,102

-

-

-

Average price of transaction (in euros)
Amounts (in euros)

Open positions at 31 January 2024

Breakdown of treasury shares by objective
At 31 January 2024, the Company’s 228,901 treasury shares were allocated for the purpose of covering the Company’s plans togrant free shares to its employees and executive officers and those of its affiliated companies.

2023 Universal Registration Document

381

6

Information about the Company and its share capital
Share capital

Share buyback program submitted to the annual general meeting of 15 May 2024
(2024 share buyback program)
The Board of Directors would like the Company to continue
to have a share buyback program.
To this end, the Board of Directors will propose to the
combined annual general meeting of 15 May 2024 to cancel
the thirteenth resolution voted by the combined annual
general meeting of 11 May 2023, for its unused portion, and toauthorize the implementation of a new share buyback
program in accordance with the provisions of regulation (EU)no. 596/2014 of the European Parliament and of the Councilof 16 April 2014 and Title IV of Book II of the general regulationsof the French financial markets authority (Autorité des marchés
financiers – AMF).
In accordance with articles 241-2 and 241-3 of the AMF’s
general regulations, the following sections give a descriptionof the share buyback program subject to the authorization of
the Company’s next annual general meeting.

Objectives of the 2024 share buyback program
As part of the 2024 share buyback program that will be submitted
to the combined annual general meeting of 15 May 2024, theCompany is considering purchasing its own shares for any
purpose permitted by law either now or in the future, andnotably for the following purposes (unchanged compared tothe previous program):• implementing market practices allowed by the AMF suchas purchasing or selling shares within the scope of a liquidity
agreement entered into with an investment services provider
and compliant with the code of conduct approved by the AMF,
as well as any market practice subsequently permitted by
the AMF or by law;
• purchasing shares in the Company in order to hold themand subsequently tender them in exchange or as payment
for any potential external growth operations, it being specified
that the number of shares acquired for this purpose may
not exceed 5% of the share capital at the time of theacquisition;• putting in place and complying with obligations and inparticular delivering shares upon the exercise of rights
attached to negotiable securities giving immediate or futureaccess by any means to shares in the Company, as well as
carrying out any hedging transactions in respect of theCompany’s obligations regarding such securities, in accordancewith the conditions provided for by the market authorities
and at the times the Board of Directors or its delegatedrepresentative deems appropriate;• covering stock option plans granted to employees or executive
officers of the Company or its group;• granting free shares in the Company to the employees or
executive officers of the Company or its group, particularly
under the conditions provided for in articles L. 225-197-1
to L. 225-197-3, L. 22-10-59 and L. 22-10-60 of the French
Commercial Code;• offering employees the opportunity to acquire shares, whether
directly or via a company savings plan (Plan d’Épargne
d’Entreprise), under the terms defined by law, and notably
articles L. 3332-1 et seq. of the French Labor Code (Codedu travail); and• canceling all or some of the purchased shares in order toreduce the Company’s share capital.

382

2023 Universal Registration Document

Maximum portion of share capital to be boughtback and maximum number of shares that
may be acquired under the 2024 sharebuyback program
The maximum portion of the share capital that may bebought back under the 2024 share buyback program shall be
10% of the total number of shares making up the Company’s
share capital (i.e., 75,043,514 shares at 31 December 2023).
In accordance with article L. 225-210 of the French Commercial
Code, the number of shares held by the Company at any
given date may not be greater than 10% of the sharesconstituting the Company’s share capital on that date.
The securities that the Company is considering acquiring
are shares.

Maximum unit purchase price authorized
The maximum purchase price would be €140 per share, it
being specified that this purchase price may be adjusted toaccount for the impact on the share price resulting fromtransactions such as a capitalization of share premiums,
reserves or earnings giving rise either to an increase in thepar value of the shares or to the issuance and distribution offree shares as well as a stock split or reverse stock split or
any other transaction affecting equity.
Based on the share capital at 31 December 2023, the theoreticalamount that may be dedicated to this share buyback program
may not exceed €1,050,609,196.

Terms and conditions for the 2024 sharebuyback program
The shares may be purchased or transferred at any time,
except during a takeover bid for the Company’s shares, under
the conditions and within the limits, particularly as regards
volume and price, permitted by law at the date of thetransaction concerned, on one or more occasions, by any andall means, including on the market or over the counter, by
way of block trades or by way of derivatives traded on aregulated or over-the-counter market, or through an investment
services provider or a member of a regulated market referred
to in article L. 225-206 of the French Commercial Code,under the conditions permitted by the market authorities
and at the times that the Board of Directors or its delegatedrepresentative deems appropriate.

Duration of the 2024 share buyback program
In accordance with the resolution to be submitted for theapproval of the combined annual general meeting of 15 May 2024,
the 2024 share buyback program would be authorized for aperiod of 18 months from the date of its approval, i.e., until
14 November 2025.

Information about the Company and its share capital
Share capital6

6.2.5 Summary of authorizations and their application
At 31 December 2023, 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 annual general
meeting to the Board of Directors, in particular to increase the share capital, as well as their use.

Type ofauthorization

Description

Date of annual
generalmeeting

Duration of
Maximum authorized nominal
authorization amount or percentage

Use at31 December 2023
(unless otherwise
specified)Capitalincrease (1)Issue shares in the Company and/or
securities giving access to sharesin the Company with preferential
subscription rights (A)19 May 2022

26 months

50% of the Company’s sharecapital at 19 May 2022
€1.5 billion (debt securities)

None

Capitalincrease (1)Issue shares in the Company and/or
securities giving access to sharesin the Company by means of apublic offering other than thatreferred to in article L. 411-2 1° of
the French Monetary and Financial
Code (Code monétaire et financier),
without preferential subscription
rights but with a priority periodof at least three days (B)19 May 2022

26 months

10% of the Company’s sharecapital at 19 May 2022
€1.5 billion (debt securities)

None

Capitalincrease (1)Increase the Company’s sharecapital, without preferential
subscription rights, through theissue of shares and/or securities
giving access to shares in the
Company, by means of a public
offering referred to in article
L. 411-2 1° of the French Monetaryand Financial Code (C)19 May 2022

26 months

10% of the Company’s sharecapital at 19 May 2022
€1.5 billion (debt securities)

None

Capitalincrease (1)19 May 2022
In the event of the issue of shares
without preferential subscription
rights, set the issue price inaccordance with the terms set forth
by the annual general meeting up
to a maximum of 10% of the sharecapital over a 12-month period (D)26 months

None
10% of the Company’s sharecapital over a 12-month period(amount included in the (B)or (C) limit, as appropriate)

Capitalincrease (1)Increase the Company’s sharecapital, within the limit of 10% of
the share capital, as compensation
for contributions in kind (E)19 May 2022

26 months

10% of the Company’s sharecapital at 19 May 2022
(amount includedin the (C) limit)

None

Capitalincrease (1)In the event of a share capitalincrease with or without
preferential subscription rights,
increase the number of shares
to be issued (F)19 May 2022

26 months

15% of the initial issue,
subject to the limit statedin the resolution authorizing
the issue

None

Capitalincrease (1)Place an overall limit on
authorizations to increase
the Company’s share capital
immediately and/or in the future

19 May 2022

26 months

50% of the Company's
share capital at 19 May 2022:
maximum overall nominal
amount of the capitalincreases set out in (A) to (F);
10% of the Company's sharecapital at 19 May 2022:
overall amount of the capitalincreases set out in (B),(C) and (E)None

Capitalincrease (1)Carry out capital increases reserved
for members of a company
savings plan

11 May 2023

26 months€13.5 million

None

Share
buyback (1)Carry out a share buyback program

11 May 2023

18 months€160 per share
10% of the total numberof shares comprising theCompany’s share capital

Use at31 January 2024:
see section 6.2.4of this chapter

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6

Information about the Company and its share capital
Share capital

Date of annual
generalmeeting

Duration of
Maximum authorized nominal
authorization amount or percentage

Use at31 December 2023
(unless otherwise
specified)Type ofauthorization

Description

Performance
sharesGrant free shares in the Company
subject to performance conditions

19 May 2022

38 months

1,500,000 shares (i.e., 2.02%of the share capitalat 19 May 2022)

Grant of363,255 shares (2)(9 November 2022)
Grant of374,660 shares (2)(8 November 2023)

Capitalreduction

Reduce the share capitalby canceling shares

11 May 2023

24 months

10% of the share capitalover a 24-month periodNone(1) This new authorization is detailed in chapter 7 of this document and will be submitted to the vote of the combined annual general meeting of 15 May 2024.
(2) This number could be increased to 428,525 for 2022 and 441,816 for 2023 in case of outperformance.

There are no other securities giving access to the Company’s capital either immediately or in the future (see section 6.2.6 of thischapter for a description of these options).

6.2.6 Stock options and performance share plans
In order to retain executives and certain employees and to involve them more closely in the Group’s future growth as well as its
stock market performance, the Board of Directors has put in place stock option plans and free performance share plans, subject
to performance conditions.
In accordance with the applicable stock-based compensation policy, there are currently no stock option plans nor stock options outstanding.
Additional information on the performance share plans put in place by the Group is given in section 3.5 of this document, as wellas in note 7.4 to the consolidated financial statements at 31 December 2023 in section 5.3.3 of this document.

6.2.7 Stock transactions by the Company’s executives
Pursuant to article 223-26 of the AMF general regulations, the following table details the transactions disclosed by the individuals
concerned by article L. 621-18-2 of the French Monetary and Financial Code in 2023:

2023

Subscription (including
dividend conversion)

DisposalThierry Le Hénaff
Chairman and Chief Executive Officer

Arkema shares
FCPE units

-

-

-

Bernard Boyer
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units-‑
974.78-

Luc Benoit-Cattin
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units-‑
261.96-

Thierry Parmentier
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units

-

-

-

Vincent Legros
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units

-

-

-

Erwoan Pezron
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units

-

-

600
-

Marc Schuller
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units-‑
645.61-

Marie-José Donsion
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units

-

-

-

Richard Jenkins
member of the Executive Committee of the Arkema Group

Arkema shares
FCPE units

-

-

3,759
-

Nathalie Muracciole
director representing employees

Arkema shares
FCPE units

-

-

117
-

Séverin Cabannes
directorArkema shares
FCPE units

450
-

-

-

(1)

384

Vesting (1)Performance shares vested to Thierry Le Hénaff, Thierry Parmentier, Luc Benoit-Cattin, Bernard Boyer, Erwoan Pezron, Marc Schuller, Vincent Legros,Marie-José Donsion and Nathalie Muracciole under the 4 November 2020 plan and were disclosed to the AMF on 7 November 2023. Performance shares
vested to Richard Jenkins under the 29 October 2019 plan and were disclosed to the AMF on 3 November 2023.

2023 Universal Registration Document

Information about the Company and its share capital
Share ownership

6.3

6

Share ownership6.3.1 Breakdown of share ownership and voting rights
at 31 December 2023
At 31 December 2023, the share capital of the Company was
made up of a total of 75,043,514 shares (of which 17,980,811 shareswith double voting rights), carrying 92,795,424 voting rights(including double voting rights and after deduction of treasury
shares). The breakdown of share ownership at 31 December 2023
was established on this basis, drawing on an analysis by theCompany using data from the SRD II analysis (previously

performed using identifiable bearer shares – titres au porteur
identifiable – and known as the TPI procedure) and taking
into account threshold declarations made to the AMF or theCompany. TPI procedures and SRD II analyses were carriedout at the end of 2021 and 2022.

To the best of the Company’s knowledge, the breakdown of Arkema’s share ownership and voting rights at 31 December 2023
was as follows:
Main shareholders owning at least 5%of the share capital and/or voting rights
Fonds Stratégique de Participations
Employee share ownership**(1)% of share capital% of voting rights% of theoreticalvoting rights*

7.9

12.8

12.8

7.7

11.2

11.1

Lac I SLP

7.2

11.6

11.6

Norges Bank

6.4

5.2

5.2

Treasury shares

0.3

0.0

0.2

Public

70.5

59.2

59.1

TOTAL

100

100

100

* 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 6.3.4 of this chapter.
(1) To the Company’s knowledge, the Arkema Actionnariat France and Arkema Actionnariat International company mutual funds (Fonds Commun dePlacement d’Entreprise – FCPE) held 5.7% of the Company’s share capital at 31 December 2023, representing 8.5% of the Company’s voting rights. These
funds include the shareholdings of employees of the Arkema Group (see section 6.3.4 of this chapter), Total and businesses divested by the Group.

To the Company’s knowledge, based on its registers andexcept for the pledges described in section 6.2.3 of thischapter, no shares of the Company have been pledged orused as a guarantee or a surety.

The Company has also put in place an American Depositary
Receipt (ADR) program in the United States. For this purpose,it entered into a deposit agreement with Bank of New York
Mellon on 18 May 2006. At 31 December 2023, 689,794 shareswere held by Bank of New York Mellon on behalf of ADR bearers.

6.3.2 Control of the Company
At the date of this document:• the Company is not controlled, either directly or indirectly, by any single shareholder; and• to the Company’s knowledge, there is no agreement or pact between shareholders, the implementation of which would resultin the takeover of the Company.

6.3.3 Clauses likely to have an effect on the control of the Company
No provision of the Articles of Association can delay, defer or prevent a change of control over the Company. However, there areprovisions pertaining to double voting rights and limitations on voting rights in articles 17.3 and 17.4 of the Articles of
Association, which are presented in section 6.5.2 of this chapter.

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Information about the Company and its share capital
Share ownership6.3.4 Employee share ownership
Share capital increase reserved for employees
In addition to free performance shares granted to certain
employees, the Board of Directors regularly reaffirms its
intention to pursue a dynamic employee share ownershippolicy by offering Group employees the opportunity to purchase
Arkema shares on preferential terms every two years.
The last share capital increase reserved for employees took
place in September 2022 in 30 countries in which the Groupis present. The subscription conditions were as follows:• subscription price to which a 25% discount was applied;• for employees of Group companies outside France, allocationof one free share for every four subscribed, up to a maximumof 25 free shares, with a vesting period of four years, withno holding period required, except in Italy and Spain (vesting
period of three years and a holding period of three years);• for employees of French companies, possibility of subscribing
to the capital increase using sums from the incentive schemeor the profit-sharing scheme, supplemented, as the casemay be, by the employer; and• possibility of spreading payment for the shares over 24 months.
Demand was high for the operation, with an average
participation rate of 35% (55% of employees in France and
23% outside France).
Employees based in countries where the operation could not
be carried out were allocated three free shares per employee,with a vesting period of four years.
The next share capital increase reserved for employees
should take place in the second half of 2024, as in 2022, inorder to continue to give the greatest number of employees
possible a stake in the Group's growth.

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 31 December 2023 was 5,796,713, representing 7.7% of the share capital and,taking into account double voting rights, 11.2% of the voting rights. These shares, held by over 50% of the Group's employees,
may be broken down as follows:
Shares held by Group employees within the Arkema Actionnariat France FCPE

2,919,001

Shares held by Group employees within the Arkema Actionnariat International FCPE

474,795

Direct registered shares held within a Group savings plan (Plan d’Épargne Groupe)

372,412

Shares arising from the exercise of stock options and held as direct registered shares within a Group savings plan

212,304

Free shares

1,818,201

TOTAL EMPLOYEE SHARE OWNERSHIP

5,796,713

6.3.5 Legal threshold disclosures
The following legal threshold disclosures were made to the AMF in 2023 and up to the 15th of March 2024:
Company

Date threshold crossedBlackRock Inc.

2 January 2023

exceeded the 5% share capital threshold

BlackRock Inc.

3 January 2023

dropped below the 5% share capital threshold

Amundi AM – Arkema Actionnariat France FCPE

3 April 2023

exceeded the 5% share capital threshold

Amundi AM – Arkema Actionnariat France FCPE

27 April 2023

dropped below the 5% share capital threshold

Amundi AM – Arkema Actionnariat France FCPE

5 May 2023

exceeded the 5% share capital threshold

Amundi AM – Arkema Actionnariat France FCPE

5 December 2023

dropped below the 5% share capital threshold

5 March 2024

exceeded the 5% share capital threshold

BlackRock Inc.

6 March 2024

dropped below the 5% share capital threshold

BlackRock Inc.

14 March 2024

exceeded the 5% share capital threshold

BlackRock Inc.

15 March 2024

dropped below the 5% share capital threshold

BlackRock Inc.

386

Threshold crossed

2023 Universal Registration Document

Information about the Company and its share capital
Share ownership6

6.3.6 Historical breakdown of share ownership and voting rights
To the best of the Company’s knowledge, Arkema’s estimated share ownership at 31 December 2023, 2022 and 2021 was as follows (1):31 December 2023

31 December 2022

31 December 2021

% of sharecapital% of voting
rights% of sharecapital% of voting
rights% of sharecapital% of voting
rightsFonds Stratégique de Participations

7.9

12.8

7.9

13.0

7.7

12.6

Lac I SLP

7.2

11.6

7.2

10.4

7.0

6.3

Norges Bank

6.4

5.2

6.4

5.2

5.7

5.2

BlackRock Inc.

n.a

n.a

5.0

4.1

5.6

5.1

NNS

n.a

n.a

n.a

n.a

5.1

4.6

Other institutional shareholders

62.1

50.1

57.4

47.2

52.0

46.9

Individual shareholders

8.4

9.1

8.2

9.0

7.3

8.9

Employee share ownership

7.7

11.2

7.6

11.1

6.0

10.4

Treasury shares

0.3

0.0

0.3

0.0

3.6

0.0

TOTAL

100

100

100

100

100

100

75,043,514

92,795,424

75,043,514

91,429,125

76,736,476

84,830,548

Number of shares/voting rights(1)

Only shareholdings in excess of 5% of the share capital threshold are shown in the table above.

BREAKDOWN OF SHARE OWNERSHIP BYSHAREHOLDER TYPE (AT 31 DECEMBER 2023)

BREAKDOWN OF SHARE OWNERSHIP BY REGION(AT 31 DECEMBER 2023)

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Information about the Company and its share capital
Stock market

6.4 Stock market
6.4.1 Stock market information
The Arkema share is listed on Euronext Paris, compartment A. It is eligible for the Deferred Settlement Service (Système de Règlement
Différé – SRD) as well as the Personal Equity Savings Plan (Plan d’Épargne en Actions – PEA).
An American Depositary Receipt (ADR) program has been in place in the United States since 18 May 2006. Each ADR represents
one American Depositary Share (ADS), and each ADS in turn represents one Arkema share.

Codes

Indexes

ISIN

FR0010313833

TickerAKE

Reuters

AKE.PA

Bloomberg

AKE FP

The Arkema share is included in the following indexes:• CAC Next 20;• CAC Large 60;• CAC 40 ESG and CAC SBT 1.5°;• SBF 120;• Euronext FAS IAS;
• Euro Stoxx Chemicals; and• MSCI.

Arkema share performance
2023

2022

2021

7.7

6.3

9.5

Performance since 1 January (situation at 31 December)+22.8%-32.3%+32.5%

Last closing price of the year (in euros)

103.0083.88

123.85Market capitalization at year-end (in billions of euros)

Average of last 30 closing prices (in euros)

95.48

85.07

120.71Highest closing price of the year (in euros)

103.00134.95125.45Lowest closing price of the year (in euros)

79.42

71.90

88.52

Number of shares traded(Euronext volumes) (1)

Trading volume on Euronext(in millions of euros) (1)Highest price(in euros)

Lowest price(in euros)

3,286,141

298.92

93.86

84.42

Arkema share historical data since 1 January 2023
Month
January 2023
February 2023

3,353,031

317.24

97.78

90.54

March 2023

4,025,887

370.68

99.80

85.46

April 2023

2,509,707

223.60

92.26

85.56

May 2023

3,630,492

311.66

90.04

80.16

June 2023

4,317,505

360.33

87.40

78.50

July 2023

2,816,835

257.51

99.36

85.42

August 2023

2,569,640

247.25

97.92

92.56

September 2023

3,496,611

323.87

98.66

88.54

October 2023

2,621,184

230.24

94.36

81.92

November 2023

3,026,936

275.27

94.66

86.26

December 2023

2,867,321

278.98103.3090.62

January 2024

2,885,923

287.59103.9095.88

February 2024

2,552,586

250.06101.55

94.38

(1)

388

Source – Euronext monthly statistics.

2023 Universal Registration Document

Information about the Company and its share capital
Stock market

6

Arkema share price changes

6.4.2 Financial communication
The Group regularly provides information on its activities,
results and outlook to its shareholders, investors and analysts,
and to the financial community at large. Group press releases,
financial reports, presentations and minutes of annual general
meetings are available in the “Investors” section on the Group’s
website:www.arkema.com/global/en/investor-relations/.

Every year, the Group files a Universal Registration Documentwith the AMF. This document is available on the AMF
website (www.amf-france.org) and on the Group’s website(www.arkema.com/global/fr/investor-relations/). A free translation
into English of this Universal Registration Document is alsoavailable on the Group’s website.

6.4.3 Relations with institutional investors and financial analysts
The Group is committed to maintaining an active andpermanent dialogue with institutional investors and financial
analysts, in particular through roadshows and conferencesthat may be held in person or virtually. Representatives fromthe Group’s executive management, primarily the Chairman
and Chief Executive Officer and the Chief Financial Officer,
regularly meet with portfolio managers and financial analystsof the main financial hubs in Europe, North America and Asia.
The Investor Relations team also regularly meets with thefinancial community. The purpose of these various meetings
is to inform the market of the Group’s results and main
operations as well as to improve investors’ and analysts’
understanding of its activities, strategy and outlook.

On the publication of its quarterly, half-yearly and annual
results, a conference call and a webcast are hosted by the
Chairman and Chief Executive Officer and the Chief Financial
Officer for the financial community.
In 2023, the Group held approximately 360 meetings as partof roadshows and conferences. Arkema also organized aCapital Markets Day in Paris on 27 September 2023, whichbrought together nearly 60 investors and analysts in person.

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Information about the Company and its share capital
Stock market

6.4.4 Relations with individual shareholders
The Group aims to inform its individual shareholders about
its strategy, results and activities, with an emphasis on open
dialogue, discussion and meetings.

use digital technology to supplement its interactions withindividual shareholders, and carried out eight email campaigns
to share news about the Group throughout the year.

Arkema meets with its individual shareholders on a regularbasis, in particular at the annual general meeting, which is a
special opportunity for information and dialogue about theGroup’s strategy and development. Last year, the annual
general meeting of 11 May 2023 was held at the Maison de la
Mutualité in Paris, with shareholders attending in person anda live webcast and replay available in the Investors section of theGroup's website (www.arkema.com/global/en/investor-relations/).

Additionally, through its shareholders’ club, the Group organizes
various activities throughout the year that give its members
theopportunity
todiscover
the
world
of
chemistry, innovations and their applications in everyday life.
It ran several visits in 2023.

In addition, following the Capital Markets Day on 27 September 2023,
the Group met individual shareholders in Nantes on
29 November 2023, as it usually does. Arkema continued to

Presentations, shareholder newsletters and other documents
intended for individual shareholders are available in the dedicatedInvestors section of the Group’s website (www.arkema.com/
global/en/investor-relations/individual-shareholder/).

6.4.5 Investor relations contacts
Institutional investor relations department

Individual shareholder relations department

Telephone: +33 (0)1 49 00 74 63

Telephone:

Email address: investor-relations@arkema.com

0 800 01 00 01 (free call within France)+33 (0)1 86 86 05 90 (outside France)
Email address: actionnaires-individuels@arkema.com

6.4.6 Registered shares
Arkema shares can be registered in the name of the holders.
In this case, shareholders are identified by Arkema in its
capacity as issuer, or by its agent Uptevia, which is responsible
for the shareholders’ register.

Contact details for registered shares:

Advantages of registered shares include:92931 Paris La Défense Cedex – France• double voting rights if shares are held for two years
continuously (see section 6.5.2 of this chapter); andTelephone:• the possibility of directly receiving the notice of the annual
general meeting.

Uptevia90-110 Esplanade du Général de Gaulle

0 800 115 153 (within France)+33 (0)1 55 77 41 17 (outside France)
Website: https://www.uptevia.com

6.4.7 Dividend policy
During the Capital Markets Day of 27 September 2023, theGroup reiterated its determination to progressively increase
the dividend, aiming for a 40% payout ratio for the 2024-28
period.

Dividend per share (in euros)(2)

Payout ratio (dividend per share/adjusted net income per share)

The Board of Directors decided at its meeting on 28 February
2024 that, at the annual general meeting of 15 May 2024, it
will recommend a dividend payment of €3.50 per share in
respect of 2023 (vs. €3.40 per share in respect of 2022), tobe paid entirely in cash. Shares will be traded ex-dividend on
17 May 2024 and the dividend will be paid as from
21 May 2024.
2023 (1)

2022

2021

3.50

3.40

40%

22%

2020

2019

3.00

2.50

2.20

25%

49%

27%

(1) Dividend proposed to the annual general meeting of 15 May 2024.
(2) Dividend eligible for the 40% deduction under article 158, 3., 2° of the French Tax Code (Code général des impôts).

Since 2007, the first year during which the Group distributed a dividend, the dividend has increased by nearly 10% per year.

3902023 Universal Registration Document

Information about the Company and its share capital
Extract from the Articles of Association

6.5

6

Extract from the Articles of Association

6.5.1 General meetings (articles 16, 17.1 and 17.2)
Notice of meeting – place of meeting – admission
General meetings are called under the conditions provided
for by applicable laws and regulations.
Meetings are held at the registered office or at any otherplace indicated in the notice of meeting.
In compliance with current regulatory requirements, allshareholders have the right to attend general meetings andto participate in the deliberations or to be represented,
regardless of the number of shares they own, provided thatit can be proven in accordance with legal and regulatory
provisions that the shares have been registered in their nameor in that of an intermediary duly authorized on their behalf

under the terms of paragraph 7 of article L. 228-1 of theFrench Commercial Code, within the regulatory period, either
in the registered share accounts held by the Company or in
the bearer securities accounts held by the authorizedintermediary.
The registration or accounting entry of the shares in bearer
securities accounts held by the authorized intermediary shallbe evidenced by a shareholding certificate issued by theintermediary of the account holder under applicable legal
and regulatory conditions.

Exercise of voting rights
As from the time the meeting is called, any shareholder may
request from the Company in writing a paper absentee
ballot, or, if the Board of Directors provides for this option inboth the announcement and notice of meeting, an electronic
absentee ballot. Such requests must be delivered to or
received at the registered office of the Company no later
than six days before the date of the meeting. The Board of
Directors has the power to reduce or waive this period.

Paper absentee ballots must be delivered to or received by
the Company at least three days before the date of thegeneral meeting. Electronic absentee ballots may bedelivered to or received by the Company until 3.00pm (CET)on the eve of the general meeting. The Board of Directors or
Chairman, if so authorized by delegation, has the power toreduce or waive this period.

Representation
A shareholder may be represented at general meetings byanother shareholder, his or her spouse, civil union partner, orby any other person or legal entity under the terms provided
for in articles L. 225-106 et seq. and L. 22-10-39 et seq. of
the French Commercial Code.

both the announcement and notice of meeting, in electronic
format, at least three days before the meeting. However, theBoard of Directors, or by delegation, the Chairman, has thepower to reduce or waive such notice periods and to accept
proxy forms that do not fall within this limit.

Shareholders that are legal entities attend meetings through theirlegal representatives or any proxy appointed for this purpose.

Proxies in electronic format may be delivered or received by
the Company until 3.00pm (CET) on the eve of the general
meeting. The Board of Directors, or by delegation, the Chairman,
has the power to reduce or waive this period.

Any member of the meeting who wishes to be represented
by proxy must send a proxy form to the Company, either on
paper, or, if the Board of Directors provides for this option in

Use of telecommunications
The Board of Directors has the power to decide that shareholders who take part in the general meeting by video conference orother means of telecommunication that enable them to be identified, and where the nature and conditions of such means ofparticipation are determined by the French Commercial Code, shall be deemed present for the purposes of calculating thequorum and majority.

Chairman of the general meeting
General meetings are chaired by the Chairman of the Board of Directors or, in his or her absence, by a director who is appointed
specifically for this purpose by the Board of Directors. Failing this, the meeting elects its own Chairman.

Quorum and majority
General meetings, whether they are ordinary, extraordinary, combined or special, are duly constituted when they meet thequorum and majority conditions provided for by applicable laws and regulations governing such meetings, and exercise thepowers ascribed to them by the law.

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Information about the Company and its share capital
Extract from the Articles of Association

6.5.2 Voting rights (articles 17.3 and 17.4)
Voting rights, double voting rights
Subject to the provisions set forth below, each member ofthe meeting is entitled to as many voting rights and votes as
the number of shares he owns or represents, providing thatall payments due for such shares have been met.

The merger or spin-off of the Company has no effect on double
voting rights, which may be exercised within the beneficiarycompany or companies if the Articles of Association of suchcompany provide for such rights.

However, double voting rights are conferred on all fully paid
up shares in registered form that have been registered in thename of the same shareholder for at least two years, under
the conditions applicable by law and by regulations.

Any share converted to a bearer share or the ownership ofwhich is transferred loses the double voting rights gained under
the three provisions above. However, a transfer resulting frominheritance, the separation of assets between spouses or aninter vivos gift to a spouse or close relative does not result inthe loss of rights acquired or interrupt the qualifying period
indicated above.

Furthermore, in the event of a capital increase by capitalizationof reserves, profits or share premiums, double voting rights
are conferred, as of their issue, to shares in registered form
allocated to shareholders on the basis of existing shares heldby such shareholders and conferring such entitlement.

Limitation on voting rights
In a general meeting, no shareholder may, directly or througha proxy, express more than 10% of the total voting rights
attached to the Company’s shares, taking into account single
voting rights attached to shares that he directly or indirectly
holds and to the powers conferred to him. However, if such ashareholder also holds double voting rights personally or as aproxy, the 10% limit may be exceeded, taking into accountonly the additional voting rights resulting therefrom, and the
combined voting rights expressed shall not exceed 20% of
the total voting rights attached to the Company’s shares.
In application of the foregoing provisions:• the total number of voting rights attached to the Company’s
shares that is taken into consideration is calculated as ofthe date of the general meeting and the shareholders arenotified thereof at the beginning of such general meeting;• the number of voting rights held directly or indirectly means
those that are attached to shares held by an individual,
either personally or jointly, or by a company, group,
association or foundation, and those that are attached
to shares held by a company that is controlled within themeaning of article L. 233-3 of the French Commercial
Code, by another company or by an individual, association,group or foundation; and• a shareholder’s proxy returned to the Company without
stating the name of the proxy is subject to the foregoing
limitations. However, such limitations do not apply to thechairman of a general meeting who is voting by virtue of all
such proxies combined.
The limitations provided in the foregoing paragraphs have no
impact on the calculation of the total number of voting
rights, including double voting rights, which are attached to
the Company’s shares and which must be taken into accountwhen applying the legal, regulatory or statutory provisions
providing for specific obligations by reference to the numberof voting rights existing in the Company or the numberof shares having voting rights.
The limitations set forth above shall lapse, without any needfor a new resolution by an extraordinary general meeting,whenever an individual or a legal entity, acting separately orin concert with one or more individuals or legal entities,
should come to hold at least two-thirds of the total numberof shares in the Company following a takeover bid for all of
the Company’s shares. The Board of Directors then recognizes
that the limitations have lapsed, and carries out the related
formalities to amend the Articles of Association.

6.5.3 Rights and obligations attached to the shares (article 9)
In addition to the right to vote, each share gives the holder
the right of ownership of a portion of the Company’s assets,
profits and winding-up dividends (boni de liquidation), determined
proportionately to the shareholding it represents.

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Ownership of a share entails compliance with the Articles of
Association of the Company and with all resolutions approvedby the Company’s shareholders at general meetings.
Any changes to the rights attached to the shares are subject
to legal provisions.

Information about the Company and its share capital
Extract from the Articles of Association

6

6.5.4 Thresholds (article 8)
In addition to the legal obligation to inform the Company of
any shareholdings or voting rights that they may hold, any
individual or legal entity acting alone or in concert that hascome into possession, within the meaning of articles L. 233-9
and L. 233-10 of the French Commercial Code, either directly
or indirectly, of a percentage of the share capital or voting
rights equal to or greater than 1%, is required to inform theCompany, by registered mail with return receipt, of the total
number of shares, voting rights and securities giving futureaccess to the Company’s capital, as well as the voting rights
attached thereto, whether they are held alone or in concert,
directly or indirectly, within five stock market trading days
starting on the date on which it crossed this threshold.

Failure to make the threshold disclosures as set forth in thefirst two paragraphs above shall result in those shares thatshould have been disclosed being disqualified for voting
purposes at general meetings, if such failure is acknowledged
and if so requested at a meeting by one or more shareholders
together holding at least 3% of the Company’s share capitalor voting rights.
All shareholders, whether natural or legal persons, must also
notify the Company in the manner and within the time limits
indicated in the first two paragraphs above, whenever theirdirect, indirect or joint holdings fall below any of the thresholds
mentioned in the said paragraphs.

Above this 1% threshold and up to 30%, this disclosure
requirement must be fulfilled under the conditions set forth
above, each time the shareholder crosses a multiple of 0.5%of the share capital or voting rights.

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ANNUAL
GENERALMEETING

7.4

Statutory auditors’ report on
the issuance of ordinary shares
and/or marketable securities
with or without preferential
subscription rights |AFR|

7.5

Statutory auditors’ report on
the issuance of ordinary shares
and/or marketable securities
reserved for employees subscribing
to a company savings plan |AFR|
416

Statutory auditors’ special report

7.1 on related‑party agreements |AFR| 396

7.2

Proposed agenda and proposed
resolutions submitted
to the combined annual
general meeting |AFR|

7.2.1 Proposed agenda for the combined annual
general meeting of 15 May 2024

398
398

7.2.2 Proposed resolutions submitted

7.3

to the combined annual general meetingof 15 May 2024

399

Board of Directors’ reporton the resolutions submitted
to the combined annual general
meeting of 15 May 2024 |AFR|

408

414

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

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7

Annual general meeting
Statutory auditors’ special report on related-party agreements

7.1

Statutory auditors’ special reporton related‑party agreements
KPMG S.A.

ERNST & YOUNG Audit

Tour Eqho
2, avenue Gambetta
CS 60055
92066 Paris-La Défense cedex
S.A. au capital de € 5 497 100
775 726 417 R.C.S. Nanterre

Tour FirstTSA 14444
92037 Paris-La Défense cedex
S.A.S. à capital variable
344 366 315 R.C.S. Nanterre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.

ArkemaAnnual General Meeting held to approve the financial statements for the year ended December 31, 2023

Statutory auditors' report on related party agreements
To the Annual General Meeting of Arkema,
In our capacity as statutory auditors of your Company, we hereby present to you our report on related party agreements.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements
indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they
benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain
the existence of other agreements. It is your responsibility, in accordance with Article R-225-31 of the French Commercial Code
(Code de commerce), to assess the relevance of these agreements prior to their approval.
We are also required, where applicable, to inform you in accordance with Article R-225-31 of the French Commercial Code (Codede commerce) of the continuation of the implementation, during the year ended December 31, 2023, of the agreements
previously approved by the Annual General Meeting.
We performed those procedures which we deemed necessary in compliance with professional guidance issued by the FrenchInstitute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These
procedures consisted in verifying the consistency of the information provided to us with the relevant source documents.

Agreements submitted for approval to the Annual General Meeting
We hereby inform you that we have not been notified of any agreements authorized and concluded during the year ended
December 31, 2023 to be submitted to the Annual General Meeting for approval in accordance with Article L. 225-38 of theFrench Commercial Code (Code de commerce).

Agreements previously approved by the Annual General Meeting
In accordance with Article R-225-30 of the French Commercial Code (Code de commerce), we have been notified that theimplementation of the following agreements, which were approved by the Annual General Meeting in prior years, continued
during the year ended December 31, 2023.

• With Natixis
Person concerned
Mr Laurent Mignon, Director of your Company (until May 11, 2023), and of Natixis.

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Annual general meeting
Statutory auditors’ special report on related-party agreements

71) Syndicated Loan Agreement
Nature and purpose
This agreement, authorized by your Board of Directors on July 29, 2020, consists in the implementation, by nine banks, including
Natixis, in favor of your Company and its subsidiary Arkema France, of a syndicated loan to finance the general requirements ofyour Company for a period of three years, and two extension options of one year each, guaranteed by your Company, also acting
as joint and several guarantor.
Conditions
The agreement is a multicurrency syndicated line of credit in the amount of EUR 1 billion, the equivalent of which is at most of
USD 200,000,000. The financial terms of the agreement reflect the market conditions at the time of its performance, and noparticipating bank benefits from special financial conditions.
This agreement is accompanied by cases of early repayments, including the ownership change of your Group, and includes(i) reporting obligations and customary commitments for this type of financing and (ii) a financial commitment, under which yourGroup undertakes to respect a consolidated net debt to consolidated EBITDA ratio (tested half-yearly) of less than 3.5.

2) Amendment No. 1 to the Syndicated Loan Agreement
Nature and purpose
This amendment to the existing Syndicated Loan Agreement, authorized by the Board of Directors on May 5, 2021, consists in
the inclusion of a Corporate Social Responsibility (CSR) clause of the multi-currency Syndicated Loan Agreement entered into
between your Company and Natixis on July 29, 2020.
Conditions
The first amendment adds CSR criteria to the existing multicurrency Syndicated Loan Agreement allowing the adjustment of themargin applicable to the credit, upwards or downwards, depending on the annual performance of the CSR objectives set by yourGroup and in line with your Company’s long‑term strategy.

3) Amendment No. 2 to the Syndicated Loan Agreement
Nature and purpose
The purpose of this amendment to the existing Syndicated Loan Agreement, authorized by the Board of Directors on July 28, 2022,
is to (i) modify the financial terms, (ii) extend the final maturity date, (iii) increase the line to EUR 1.1 billion, (iv) makeadjustments relating to the corporate social responsibility (CSR) criteria and (v) modify the early payment cases applicable tothe multi-currency Syndicated Loan Agreement entered into on July 29, 2020 between your Company and Natixis.
Conditions
Amendment No. 2 modifies the margin grid and the non-utilization fee, increases the syndicated credit facility to EUR 1.1 billion,
removes the consolidated net debt to consolidated EBITDA ratio of early payment cases and substitutes the compound SOFR
for USD LIBOR for the purposes of calculating the interest on the dollar drawings applicable to the multi-currency SyndicatedLoan Agreement.

Paris-La Défense, February 28, 2024
The Statutory Auditors
French original signed by
KPMG S.A.
Éric Dupré

ERNST & YOUNG Audit
François Quédiniac

Christine Vitrac

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Annual general meeting
Proposed agenda and proposed resolutions submitted to the combined annual general meeting

7.2 Proposed agenda and proposed resolutions
submitted to the combined annual general meeting
7.2.1 Proposed agenda for the combined annual general meetingof 15 May 2024
Resolutions submitted to the ordinary general meeting• Approval of the Company’s financial statements for theyear ended 31 December 2023.
• Approval of the consolidated financial statements for theyear ended 31 December 2023.
• Allocation of profit for the year ended 31 December 2023
and setting of the dividend.
• Statutory auditors’ special report on the agreements
referred to in articles L. 225-38 et seq. of the French
Commercial Code (Code de commerce).
• Reappointment of Thierry Le Hénaff as a member of theBoard of Directors.
• Approval of the compensation policy for directors, otherthan the Chairman and Chief Executive Officer.
• Approval of the compensation policy for the Chairman andChief Executive Officer.

• Approval of the information on the compensation of directors
referred to in article L. 22‑10-9 I of the French Commercial
Code (Code de commerce).
• Approval of the components of compensation paid orawarded to the Chairman and Chief Executive Officer forthe year ended 31 December 2023.
• Reappointment of ERNST & YOUNG Audit as statutory
auditor.
• Appointment of KPMG Audit as statutory auditor responsible
for certifying sustainability disclosures.
• Appointment of Mazars & Associés as statutory auditor
responsible for certifying sustainability disclosures.
• Authorization granted to the Board of Directors to carry out
a share buyback program.

Resolutions submitted to the extraordinary general meeting• Delegation of authority granted to the Board of Directors
to issue shares or securities giving access to existing sharesin the Company, with preferential subscription rights forshareholders.
• Delegation of authority granted to the Board of Directors to
issue shares in the Company and/or securities giving
access to shares in the Company, by means of a public
offering other than that referred to in article L. 411-2 1° of
the French Monetary and Financial Code (Code monétaireet financier), without preferential subscription rights butwith a mandatory priority period.
• Delegation of authority granted to the Board of Directors to
issue shares in the Company and/or securities giving
access to shares in the Company, without preferential
subscription rights, by means of a public offering referred
to in article L. 411-2 1° of the French Monetary and
Financial Code.
• Authorization granted to the Board of Directors, in the eventof the issue of shares in the Company and/or securities
giving access to shares in the Company, without preferential

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subscription rights, to set the issue price in accordance withthe terms set forth by the annual general meeting up to a
maximum of 10% of the share capital over a 12-month period.
• Delegation of authority granted to the Board of Directors tocarry out capital increases as compensation for contributions
in kind.
• Authorization granted to the Board of Directors to increase
the number of shares to be issued in the event of excess
demand.
• Overall limit on authorizations to issue shares in the Company
immediately and/or in the future.
• Delegation of authority granted to the Board of Directors tocarry out capital increases reserved for members of acompany savings plan (Plan d’Épargne d’Entreprise), without
preferential subscription rights.
• Powers to carry out formalities.

Annual general meeting
Proposed agenda and proposed resolutions submitted to the combined annual general meeting

7

7.2.2 Proposed resolutions submitted to the combined annual
general meeting of 15 May 2024
Resolutions submitted to the ordinary general meetingFirst resolution

Allocation(Approval of the Company’s financial statements
for the year ended 31 December 2023)
The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
and having considered the Company’s financial statements
for the year ended 31 December 2023, the Board of Directors’
management report and the statutory auditors’ reports,
approves said financial statements, as well as the transactions
reflected therein and described in said reports.
In accordance with the provisions of article 223 quater of theFrench Tax Code (Code général des impôts), the annual general
meeting approves the expenses and charges mentioned inarticle 39-4 of said Code, which amounted to €96,155 for theyear ended 31 December 2023, and given the Company’s tax
position in 2023, the non-deductibility of these expenses
resulted in an additional current tax charge of €24,039.

Second resolution(Approval of the consolidated financial statements
for the year ended 31 December 2023)
The annual general meeting, voting in accordance with the quorum
and majority requirements for ordinary general meetings, andhaving considered the consolidated financial statements forthe year ended 31 December 2023, the Board of Directors’Group management report and the statutory auditors’ reporton the consolidated financial statements, approves said
financial statements, as well as the transactions reflected
therein and described in said reports.

Third resolution(Allocation of profit for the year ended 31 December 2023
and setting of the dividend)
The annual general meeting, voting in accordance with the quorum
and majority requirements for ordinary general meetings, having
considered the Board of Directors’ report and the statutory
auditors’ report and having noted that the Company’s financial
statements for the year ended 31 December 2023 show a
profit of €349,859,881.81, plus prior retained earnings of€1,720,701,728.41, decides, as recommended by the Board of
Directors, to allocate the distributable profit for the financial
year as follows:
SourceProfit for the period€349,859,881.81

Prior retained earnings€1,720,701,728.41

Distributable profit€2,070,561,610.22

Legal reserve€-

Dividend distribution (1)€262,652,299.00

Retained earnings€1,807,909,311.22(1)

The total dividend distribution is calculated on the basis of thenumber of shares existing at 31 December 2023 and 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 (which do not carry dividend rights)
held by the Company. The abovementioned dividend distribution is thegross amount, calculated before any taxes or social security contributionthat may apply to shareholders depending on their particularsituation. Dividends paid to individual shareholders domiciled for tax
purposes in France are in principle subject either to a 12.8% flat tax(prélèvement forfaitaire unique – PFU), calculated on the grossamount of the dividend (article 200 A of the French Tax Code), or, if
the beneficiary expressly and irrevocably so elects, to taxation on the
progressive income tax scale, after application of 40% tax relief(article 158, 3. ,2° of the French Tax Code). This option is applicable toall income subject to the PFU flat tax, with no possibility of a partial
option. It must be exercised by beneficiaries each year when filingtheir income tax return and no later than the filing deadline. In
addition, the dividend is subject to social security contributions at a
rate of 17.2%, a percentage of which may be deductible in the eventof election of taxation on the progressive income tax scale. Beneficiaries
whose reference taxable income exceeds certain thresholds are also subject
to an exceptional surtax on high incomes (contribution exceptionnelle
sur les hauts revenus – CEHR), provided for in article 223 sexies of theFrench Tax Code, on a scale adjusted for family status (single persons
or equivalent, couples with joint taxation). Shareholders are invited tocontact their tax advisor.

Accordingly, the annual general meeting decides to pay a
dividend of €262,652,299 with regard to the 75,043,514 existing
shares at 31 December 2023 corresponding to a distributionof three euros and fifty cents (€3.50) per share, it being
specified that full powers are granted to the Board of Directors
to set the definitive total amount of the dividend (on thebasis of the change in the number of shares carrying dividend
rights between 1 January 2024 and the ex-dividend date), thebalance of distributable income and consequently the amountto be allocated to retained earnings.
The shares will be traded ex-dividend as of 17 May 2024 andthe dividend for the 2023 financial year will be paid as of
21 May 2024.
This dividend will be 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 theaforementioned Tax Code, under certain conditions and only
if the beneficiary has elected for taxation on the progressive
income tax scale (see above).

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Annual general meeting
Proposed agenda and proposed resolutions submitted to the combined annual general meeting

In accordance with the provisions of article 243 bis of theFrench Tax Code, it is recalled that the dividend paid for thelast three financial years was as follows:
Financial year

2022

2021

2020

Dividend
distribution(in euros)

253,830,012.40

221,907,138.00

190,660,817.50

Net dividend
per share(in euros)

3.40 (1)3.00 (1)2.50 (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 applicable, only under certain conditions, inthe event of election of taxation on the progressive income tax scale.

Fourth resolution(Statutory auditors’ special report on the agreements
referred to in articles L. 225-38 et seq. of the French
Commercial Code)The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
and having considered the statutory auditors’ special reportprovided for in article L. 225-40 of the French Commercial
Code, in which no new agreement is identified, duly notes theinformation relating to the agreements entered into and thecommitments made during prior financial years and approvedby the annual general meeting, referred to in this report.

Fifth resolution(Reappointment of Thierry Le Hénaff as a memberof the Board of Directors)
The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
having considered the Board of Directors’ report and notingthat the term of office of Thierry Le Hénaff expires at theclose of this annual general meeting, decides to reappoint
him for a term of four (4) years expiring at the close of theordinary general meeting to be held in 2028 to approve thefinancial statements for the year ending 31 December 2027.

Sixth resolution(Approval of the compensation policy for directors,
other than the Chairman and Chief Executive Officer)
The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
and having considered the corporate governance report referred
to in article L. 225-37 of the French Commercial Codedescribing the compensation policy for directors, other than the
Chairman and Chief Executive Officer, approves said policy aspresented in section 3.4.1.1 of this document, in compliancewith article L. 22-10-8 II of the French Commercial Code.

Seventh resolution(Approval of the compensation policy for the Chairman
and Chief Executive Officer)
The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
and having considered the corporate governance reportreferred to in article L. 225-37 of the French Commercial
Code describing the compensation policy for the Chairman
and Chief Executive Officer, approves said policy aspresented in section 3.4.2.1 of this document, in compliancewith article L. 22-10-8 II of the French Commercial Code.

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Eighth resolution(Approval of the information on the compensationof directors referred to in article L. 22‑10-9 Iof the French Commercial Code)The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
and having considered the corporate governance report referred
to in article L. 225-37 of the French Commercial Code,approves the information provided for in article L. 22-10-9 I
of said Code and presented in sections 3.4.1.2 and 3.4.2.2 ofthis document, in compliance with article L. 22-10-34 I of theFrench Commercial Code.

Ninth resolution(Approval of the components of compensation paid
or awarded to the Chairman and Chief Executive Officer
for the year ended 31 December 2023)
The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
and having considered the corporate governance report referred
to in article L. 225-37 of the French Commercial Code,approves the fixed, variable and exceptional componentsof the total compensation and benefits of any kind paid in orawarded for the year ended 31 December 2023 to Thierry
Le Hénaff, as presented in section 3.4.2.2 of this document,in compliance with article L. 22-10-34 II of the French
Commercial Code.

Tenth resolution(Reappointment of ERNST & YOUNG Audit as statutory
auditor)The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general
meetings, noting that the term of office of statutory auditor
ERNST & YOUNG Audit expires at the close of this annual
general meeting, decides to reappoint the firm for a term of
six years expiring at the close of the ordinary general meeting
to be held in 2030 to approve the financial statements forthe year ending 31 December 2029.

Eleventh resolution(Appointment of KPMG Audit as statutory auditor
responsible for certifying sustainability disclosures)
The annual general meeting, voting in accordance with thequorum and majority conditions for ordinary general meetings,
and having considered the Board of Directors’ report, decides,
in accordance with articles L. 821-40 et seq. of the French
Commercial Code, to appoint KPMG Audit as statutory
auditor responsible for certifying sustainability disclosures.
Notwithstanding the provisions of article L. 821-44 of theFrench Commercial Code and in accordance with article 38
of Order no. 2023-1142 of 6 December 2023 relating to the
publication and certification of sustainability disclosures andto the environmental, social and corporate governance obligationsof commercial companies, the term of this appointment will
be equivalent to that of KPMG’s Audit remaining term ofoffice as statutory auditor of the financial statements, andwill expire at the close of the annual general meeting to becalled in 2026 to approve the financial statements for theyear ending 31 December 2025.

Annual general meeting
Proposed agenda and proposed resolutions submitted to the combined annual general meetingor warrants traded on a regulated market or over thecounter, or through an investment services provider or amember of a regulated market referred to in article
L. 225-206 of the French Commercial Code, under theconditions permitted by the market authorities and at
the times the Board of Directors or its delegatedrepresentative deems appropriate.

Twelfth resolution(Appointment of Mazars & Associés as statutory auditor
responsible for certifying sustainability disclosures)
The annual general meeting, voting in accordance with thequorum and majority conditions for ordinary general meetings,
and having considered the Board of Directors' report, decides, inaccordance with articles L. 821-40 et seq. of the French
Commercial Code, to appoint Mazars & Associés as statutory
auditor responsible for certifying sustainability disclosures.
Notwithstanding the provisions of article L. 821-44 of theFrench Commercial Code and in accordance with article 38
of Order no. 2023-1142 of 6 December 2023 relating to the
publication and certification of sustainability disclosures andthe environmental, social and corporate governance obligationsof commercial companies, the term of this appointment willbe three financial years, expiring at the close of the ordinary
general meeting called in 2027 to approve the financial
statements for the year ending 31 December 2026.

The annual general meeting decides that these share purchases
can be made for any purpose permitted by law either now orin the future, and notably for the following purposes:(i)

implementing market practices allowed by the AMF suchas purchasing or selling shares within the scope of aliquidity agreement entered into with an investment
services provider and compliant with the code of conduct
approved by the AMF, as well as any market practicesubsequently permitted by the AMF or by law;(ii)

purchasing shares in the Company in order to hold themand subsequently tender them in exchange or as payment
for any potential external growth operations, it being
specified that the number of shares acquired for thispurpose may not exceed 5% of the Company’s sharecapital at the time of the acquisition;

Thirteenth resolution(Authorization granted to the Board of Directors
to carry out a share buyback program)
The annual general meeting, voting in accordance with thequorum and majority requirements for ordinary general meetings,
and having considered the Board of Directors’ report, authorizes
the Board of Directors, or any person duly authorized to act
on its behalf, to purchase or arrange to have purchased
shares in the Company in accordance with articles L. 22-10-62
et seq. of the French Commercial Code, regulation (EU)no. 596/2014 of the European Parliament and of the Councilof 16 April 2014 and Title IV of Book II of the general regulationsof the French financial markets authority (Autorité desmarchés financiers – AMF). The number of shares that may
be held by the Company under this authorization at any given
date may not be greater than 10% of the share capital. The
number of shares held by the Company may be adjusted asnecessary to take into account transactions that affect theshare capital occurring after this annual general meeting. The
authorization is granted under the following conditions:
(i)

(ii)

the maximum purchase price is €140 per share. However,the Board of Directors may adjust the aforementioned
purchase price to take into account the impact on theshare price of transactions such as a capitalization ofshare premiums, reserves or earnings giving rise either
to an increase in the par value of the shares or theissuance and award of free shares, a stock split orreverse stock split, or any other transaction affecting
shareholders’ equity;
based on the share capital at 31 December 2023, thetheoretical amount that may be dedicated to this sharebuyback program may not exceed €1,050,609,196;(iii) under no circumstances may the Company hold, directly
or indirectly, more than 10% of its share capital as aresult of the purchases made pursuant to this authorization;(iv) the shares bought back and held by the Company shallhave no voting or dividend rights; and(v)such shares may be purchased or transferred at any
time, except from the date of a takeover bid until theend of the offer period, under the conditions and within
the limits, particularly as regards volume and price,permitted by law at the date of the transaction inquestion, on one or more occasions, by any and allmeans, including on the market or over the counter, by
way of block trades or derivative financial instruments

7(iii) putting in place and complying with obligations and inparticular delivering shares upon the exercise of rights
attached to securities giving immediate or future accessby any means to shares in the Company, as well as carryingout any hedging transactions in respect of the Company’s
obligations regarding such securities, in accordance withthe conditions provided for by the market authorities
and at the times the Board of Directors or its delegatedrepresentative deems appropriate;(iv) covering stock option plans granted to employees or
executive officers of the Company or its group;(v)

granting free shares in the Company to employees or
executive officers of the Company or its group, particularly
under the conditions provided for in articles L. 225-197-1
to L. 225-197-3, L. 22-10-59 and L. 22-10-60 of theFrench Commercial Code;(vi) offering employees the opportunity to acquire shares,
whether directly or via a company savings plan (Pland’Épargne d’Entreprise), under the terms provided for bylaw, and notably articles L. 3332-1 et seq. of the French
Labor Code (Code du travail); and(vii) canceling all or some of the purchased shares in orderto reduce the Company’s share capital.
The annual general meeting grants full powers to the Boardof Directors, with the possibility to sub-delegate such powers
under the conditions set by law, to ensure the implementationof this authorization, and in particular to set the terms andconditions thereof, carry out the share buyback programand notably place all stock market orders, enter into any
agreements, prepare and amend any documents, in particular
information documents, carry out all formalities, including
assigning or reassigning the purchased shares to the various
purposes pursued, make all declarations to the AMF and anyother bodies and, in general, do whatever may be necessary.
The annual general meeting decides that this authorization is
granted to the Board of Directors for a period of eighteen(18) months from the date of this annual general meeting.
It renders ineffective the unused portion of any priorauthorization granted for the same purpose and in particularthat given by the combined annual general meeting of
11 May 2023 in its 13th resolution.

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Proposed agenda and proposed resolutions submitted to the combined annual general meeting

Resolutions submitted to the extraordinary general meeting
Fourteenth resolution(Delegation of authority granted to the Board of Directors
to issue shares or securities giving access to existing
shares in the Company, with preferential subscription
rights for shareholders)
The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’ report
and the statutory auditors’ special report, in accordance with
the French Commercial Code, in particular articles L. 225-129
to L. 225-129-6, L. 225-132 to L. 225-134, L. 228-91 et seq.
and L. 22-10-49:
(i)

(ii)

authorizes the Board of Directors to carry out one ormore capital increases, in the proportions and at thetimes that it deems appropriate, via the issue, withpreferential subscription rights, in France or any othercountry, in euros or any other currency, for subscription
in cash or by offsetting due and payable receivables, of(i) ordinary shares in the Company, and/or (ii) equity
securities in the Company giving immediate and/or
future access by any means to other Company equity
securities and/or granting entitlement to the award ofdebt securities, and/or (iii) debt securities giving or
potentially giving immediate and/or future access by anymeans to existing equity securities or equity securities
to be issued in the Company;
decides that the maximum nominal amount of thecapital increase resulting immediately or in the futurefrom all the issues made pursuant to this delegation of
authority is 50% of the Company’s share capital at thedate of this annual general meeting, which will be
included in the overall maximum nominal amountprovided for in the 20th resolution submitted to thisannual general meeting and which may be increased,
where applicable, by the additional nominal amount of
the shares to be issued in order to preserve the rights ofholders of securities and other rights granting access toshares in the Company, in accordance with the law andany applicable contractual provisions;(iii) decides that the maximum nominal amount of debt
securities giving immediate or future access to sharesin the Company that may be issued pursuant tothis resolution is one billion five hundred million euros(€1,500,000,000) or the euro equivalent in a foreign
currency or unit of account based on a basket ofcurrencies at the date of the decision to carry out theissue. This amount (a) does not include any redemption
premium(s) in excess of par value and (b) applies to all
the debt securities that may be issued pursuant to the
14th to 19th resolutions submitted to this annual general
meeting, but (c) is independent of, and separate from,the amount of the debt securities that the Board of
Directors may authorize or decide to issue in accordancewith article L. 228-40 of the French Commercial Code;402

2023 Universal Registration Document(iv) decides that existing shareholders shall have, in proportion
to their shareholding, preferential rights to subscribe for theshares and securities issued pursuant to this resolution,and that the Board of Directors may grant shareholders
a right to subscribe for additional shares or securities inproportion to their subscription rights and within thelimit of their requests;(v)

decides that, if subscriptions made by shareholders on
the basis of the shares they hold and, where applicable,
for additional shares or securities, have not covered thefull number of shares or securities issued, the Board of
Directors will be able to make use of the possibilities
provided for in article L. 225-134 of the French Commercial
Code or certain of them in the order it chooses;(vi) duly notes that this delegation of authority automaticallyentails a waiver by the shareholders of their preferential
right to subscribe for the Company shares that result fromthe securities giving access to shares in the Company that
could be issued pursuant to this delegation of authority;(vii) decides that the Board of Directors may not use thisdelegation of authority without prior authorization fromthe annual general meeting from the date a takeover bid
for the Company’s shares is filed by a third party until
the end of the offer period; and(viii) grants full powers to the Board of Directors, or any
person duly authorized under the conditions set by law
to act on its behalf, to inter alia:• set the amount of the issues, the issue price, the natureand characteristics of the securities to be issued, as wellas the other terms and conditions of the issue thereof,• carry out the planned issues and, where applicable,suspend them,• deduct the costs of issuing shares in the Company andthe fees related to their admission to trading on aregulated market from the share premium amountrelated to such transactions, and withhold the necessary
sums to bring the legal reserve up to one-tenth of the
new share capital after each capital increase and,generally, enter into any agreement, in particular in orderto successfully complete the planned issues, take all
steps and carry out all appropriate formalities for theissue, listing and financial servicing of the shares andsecurities issued pursuant to this delegation of authority
as well as the exercise of the rights attached thereto.
The annual general meeting decides that this delegation of
authority is granted to the Board of Directors for a period oftwenty-six (26) months from the date of this annual general
meeting. It renders ineffective the unused portion of any
prior delegation of authority granted for the same purpose
and in particular that given by the combined annual general
meeting of 19 May 2022 in its 16th resolution.

Annual general meeting
Proposed agenda and proposed resolutions submitted to the combined annual general meeting

14th to 19th resolutions submitted to this annual general
meeting, but (c) is independent of, and separate from,the amount of the debt securities that the Board of
Directors may authorize or decide to issue in accordancewith article L. 228-40 of the French Commercial Code;

Fifteenth resolution(Delegation of authority granted to the Board of Directors
to issue shares in the Company and/or securities giving
access to shares in the Company, by means of a public
offering other than that referred to in article L. 411-2 1°of the French Monetary and Financial Code
(Code monétaire et financier), without preferential
subscription rights but with a mandatory priority period)
The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’ report
and the statutory auditors’ special report, in accordance with
the French Commercial Code, in particular articles L. 225-129
to L. 225-129-6, L. 225-135 to L. 225-136, L. 228-91 et seq.,
L. 22-10-51 and L. 22-10-52:
(i)

(ii)

authorizes the Board of Directors to carry out one ormore capital increases, in the proportions and at thetimes that it deems appropriate, via the issue, without
preferential subscription rights, by means of a public
offering (other than that referred to in article L. 411-2 1°of the French Monetary and Financial Code), in France or
any other country, in euros or any other currency, forsubscription in cash or by offsetting due and payable
receivables, of (i) ordinary shares in the Company, and/or(ii) equity securities in the Company giving immediate
and/or future access by any means to other Company
equity securities and/or granting entitlement to the award
of debt securities, and/or (iii) debt securities giving or
potentially giving immediate and/or future access by anymeans to existing equity securities or equity securities
to be issued in the Company;
decides to cancel the shareholders' preferential subscription
rights to the shares or securities to be issued pursuant
to this delegation of authority;(iii) decides that the shareholders will benefit, in accordancewith the provisions of articles L. 225-135 and L. 22-10-51of the French Commercial Code and without giving rise
to a negotiable right, from a priority period of at least
three (3) stock market trading days for subscriptions inproportion to their shareholding and for any additional
subscriptions; any remaining unsubscribed securities
may be the subject of a public placement in France or
any other country, or on the international market;(iv) decides that the maximum nominal amount of the capitalincrease resulting immediately or in the future from all
the issues made pursuant to this delegation of authority
is 10% of the Company’s share capital at the date of thisannual general meeting, which will be included in theoverall maximum nominal amount provided for in the20th resolution submitted to this annual general meeting
and which may be increased, where applicable, by theadditional nominal amount of the shares to be issued inorder to preserve the rights of holders of securities andother rights granting access to shares in the Company, in
accordance with the law and any applicable contractual
provisions;(v)

decides that the maximum nominal amount of debt
securities giving immediate or future access to sharesin the Company that may be issued pursuant tothis resolution is one billion five hundred million euros(€1,500,000,000) or the euro equivalent in a foreign
currency or unit of account based on a basket ofcurrencies at the date of the decision to carry out theissue. This amount (a) does not include any redemption
premium(s) in excess of par value and (b) applies to all
the debt securities that may be issued pursuant to the7(vi) decides that if the subscriptions, including whereapplicable those by shareholders, have not covered thefull amount of the issue, the Board of Directors will beable to limit the amount of the transaction under theconditions provided for in article L. 225-134 of the French
Commercial Code;(vii) duly notes that this delegation of authority automaticallyentails a waiver by the shareholders of their preferential
right to subscribe for the Company shares that result fromthe securities giving access to shares in the Company that
could be issued pursuant to this delegation of authority;(viii) decides that the issue price of shares issued or resulting
from securities issued pursuant to this delegation of
authority will be set on the basis of the conversion
or exchange rate to ensure that the issue price of theshares that may be created by conversion, exchange orin any other manner, shall be at least equal to theminimum amount provided for by the laws and regulations
in force at the time of use of this delegation of authority(at this date, the weighted average Arkema share pricefor the three trading days prior to the opening date of
the offering within the meaning of regulation (EU)no. 2017/1129 of 14 June 2017, less a potential maximum
discount of up to 10%), after correction, if any, of thisamount to take into account the difference in thedividend entitlement date;(ix) decides that the Board of Directors may use this delegationof authority, in whole or in part, for the purpose ofpaying for securities tendered to a public exchange
offering initiated by the Company, within the limits andon the conditions provided for in article L. 22-10-54 of
the French Commercial Code;(x)

decides that the Board of Directors may not use thisdelegation of authority without prior authorization fromthe annual general meeting from the date a takeover bid
for the Company’s shares is filed by a third party until
the end of the offer period; and(xi) grants full powers to the Board of Directors, or any person
duly authorized under the conditions set by law to act
on its behalf, to inter alia:• set the amount of the issues, the issue price, the natureand characteristics of the securities to be issued, as wellas the other terms and conditions of the issue thereof,• carry out the planned issues and, where applicable,suspend them,• deduct the costs of issuing shares in the Company
and the fees related to their admission to trading on aregulated market from the share premium amount related
to such transactions, and withhold the necessary
sums to bring the legal reserve up to one-tenth of the
new share capital after each capital increase,• and generally, enter into any agreement, in particularin order to successfully complete the planned issues,
take all steps and carry out all appropriate formalities
for the issue, listing and financial servicing of the sharesand securities issued pursuant to this delegationof authority as well as the exercise of the rights
attached thereto.

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Proposed agenda and proposed resolutions submitted to the combined annual general meeting

The annual general meeting decides that this delegation of
authority is granted to the Board of Directors for a period oftwenty-six (26) months from the date of this annual general
meeting. It renders ineffective the unused portion of any
prior delegation of authority granted for the same purpose
and in particular that given by the combined annual general
meeting of 19 May 2022 in its 17th resolution.

Sixteenth resolution(Delegation of authority granted to the Board of Directors
to issue shares in the Company and/or securities giving
access to shares in the Company, without preferential
subscription rights, by means of a public offeringreferred to in article L. 411-2 1° of the French
Monetary and Financial Code)The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’ report
and the statutory auditors’ special report, in accordance with
the French Commercial Code, in particular articles L. 225-129
to L. 225-129-6, L. 225-135, L. 225-136, L. 22-10-52 andL. 228-91 et seq. and article L. 411-2 1° of the French Monetaryand Financial Code:
(i)

(ii)

authorizes the Board of Directors to carry out one ormore capital increases, in the proportions and at thetimes that it deems appropriate, via the issue, without
preferential subscription rights, by means of a public
offering referred to in article L. 411-2 1° of the French
Monetary and Financial Code, in France or any othercountry, in euros or any other currency, for subscription
in cash or by offsetting due and payable receivables, of(i) ordinary shares in the Company, and/or (ii) equity
securities in the Company giving immediate and/or
future access by any means to other Company equity
securities and/or granting entitlement to the award
of debt securities, and/or (iii) debt securities giving or
potentially giving immediate and/or future access by anymeans to existing equity securities or equity securities
to be issued in the Company;
decides that these issues may only be made in order to(a) directly or indirectly finance an external growthtransaction, (b) issue convertible bonds, or (c) repay afinancing arrangement put in place by the Company;(iii) decides to cancel the shareholders’ preferential subscription
rights to the shares or other securities to be issued
pursuant to this delegation of authority;(iv) decides that the maximum nominal amount of the capitalincreases that may be carried out, immediately or in the
future, pursuant to this delegation of authority is 10% of
the Company’s share capital at the date of this annual
general meeting, which will be included in the overall
limit for issues without preferential subscription rights
provided for in the 20th resolution submitted to thisannual general meeting and which may be increased,
where applicable, by the additional nominal amount of
the shares to be issued in order to preserve the rights ofholders of securities and other rights granting access toshares in the Company, in accordance with the law andany applicable contractual provisions;
(v)

404

decides that the maximum nominal amount of debt
securities giving immediate or future access to sharesin the Company that may be issued pursuant tothis resolution is one billion five hundred million euros(€1,500,000,000) or the euro equivalent in a foreign
currency or unit of account based on a basket of currencies

2023 Universal Registration Document

at the date of the decision to carry out the issue. This
amount (a) does not include any redemption premium(s)in excess of par value and (b) applies to all the debt
securities that may be issued pursuant to the 14th to19th resolutions submitted to this annual general meeting,but (c) is independent of, and separate from, the amountof the debt securities that the Board of Directors may
authorize or decide to issue in accordance with article
L. 228-40 of the French Commercial Code;(vi) duly notes that this delegation of authority automaticallyentails a waiver by the shareholders of their preferential
right to subscribe for the Company shares that result fromthe securities giving access to shares in the Company that
could be issued pursuant to this delegation of authority;(vii) decides that the issue price of shares issued or resulting
from securities issued pursuant to this delegation of
authority will be set on the basis of the conversion
or exchange rate to ensure that the issue price of theshares that may be created by conversion, exchange or in
any other manner, shall be at least equal to the minimum
amount provided for by the laws and regulations in force
at the time of use of this delegation of authority (at thisdate, the weighted average Arkema share price forthe three trading days prior to the opening date of theoffering within the meaning of regulation (EU) no. 2017/1129
of 14 June 2017, less a potential maximum discount of
up to 10%), after correction, if any, of this amount to take
into account the difference in the dividend entitlement date;(viii) decides that the Board of Directors may not use thisdelegation of authority without prior authorization fromthe annual general meeting from the date a takeover bid
for the Company’s shares is filed by a third party until
the end of the offer period; and(ix) grants full powers to the Board of Directors, or any
person duly authorized under the conditions set by law
to act on its behalf, to inter alia:• set the amount of the issues, the issue price, the natureand characteristics of the securities to be issued, as wellas the other terms and conditions of the issue thereof,• carry out the planned issues and, where applicable,suspend them,• to deduct the costs of issuing shares in the Company
and the fees related to their admission to trading on aregulated market from the share premium amountrelated to such transactions, and withhold the necessary
sums to bring the legal reserve up to one-tenth of the
new share capital after each capital increase,• and generally, enter into any agreement, in particularin order to successfully complete the planned issues,
take all steps and carry out all appropriate formalities
for the issue, listing and financial servicing of theshares and securities issued pursuant to this delegationof authority as well as the exercise of the rights
attached thereto.
The annual general meeting decides that this delegation of
authority is granted to the Board of Directors for a period oftwenty-six (26) months from the date of this annual general
meeting. It renders ineffective the unused portion of any
prior delegation of authority granted for the same purpose
and in particular that given by the combined annual general
meeting of 19 May 2022 in its 18th resolution.

Annual general meeting
Proposed agenda and proposed resolutions submitted to the combined annual general meeting

Seventeenth resolution

Eighteenth resolution(Authorization granted to the Board of Directors, inthe event of the issue of shares in the Company and/or
securities giving access to shares in the Company,
without preferential subscription rights, to set the issue
price in accordance with the terms set forth by theannual general meeting up to a maximum of 10%of the share capital over a 12-month period)(Delegation of authority granted to the Boardof Directors to carry out capital increases
as compensation for contributions in kind)

The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’ report
and the statutory auditors’ special report, in accordance withthe provisions of articles L. 225-136 and L. 22-10-52 of theFrench Commercial Code:(i)• issue price of securities giving immediate or futureaccess to shares in the Company shall be set to ensurethat the amount received immediately by the Company,
increased where applicable by the amount that it islikely to receive at a later date for each share issued
as a result of the securities issued, shall be at least equal
to the amount mentioned in the bullet point above,• maximum nominal amount of capital increases carriedout pursuant to the implementation of this resolution
is 10% of the share capital (the number of shares heldby the Company may be adjusted as necessary totake into account transactions that affect the sharecapital occurring after this annual general meeting
and assessed on the date the Board of Directors uses
this delegation of authority) over a 12-month period,
and will be included in the limit provided for in the
15th or 16th resolution as applicable and in the overall
limits provided for in the 20th submitted to thisannual general meeting; and(ii)

The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’
report and the statutory auditors’ report, in accordance with
the French Commercial Code, in particular articles L. 225-129,
L. 225-129-2, L. 225-147, L. 22-10-53 and L. 228-91 et seq.:(i)gives full powers to the Board of Directors, or any
person duly authorized under the conditions set by law
to act on its behalf, to carry out one or more capitalincreases, as compensation for contributions in kind granted
to the Company in the form of shares or securities giving
access to shares in other companies, via the issue of(i) ordinary shares in the Company, and/or (ii) equity
securities in the Company giving immediate and/or futureaccess by any means to other Company equity securities
and/or granting entitlement to the award of debt securities,
and/or (iii) debt securities giving or potentially giving
immediate and/or future access by any means to existing
equity securities or equity securities to be issued in the
Company, when the provisions of article L. 22-10-54 of
the French Commercial Code do not apply;(ii)

decides that the maximum nominal amount of thecapital increases that may be carried out, immediately
or in the future, pursuant to this delegation of authority
may not exceed 10% of the Company’s share capitalat the date of this annual general meeting, which isincluded in the maximum nominal amount provided forin the 16th resolution submitted to this annual general
meeting and which may be increased, where applicable,by the additional nominal amount of the shares to beissued in order to preserve the rights of holders of
securities and other rights granting access to sharesin the Company, in accordance with the law and any
applicable contractual provisions;authorizes the Board of Directors, or any person duly
authorized under the conditions set by law to act on its
behalf, in the event of implementation of the 15th or
16th resolution submitted to this annual general meeting,to deviate from the terms for setting the issue price forordinary shares outlined in the aforementioned resolutions
and to set the price based on the following terms:• issue price of shares to be issued or resulting fromsecurities to be issued under the aforementioned
resolutions will, at the Board of Directors’ discretion,
be equal to (i) the volume weighted average price on
the Euronext Paris regulated market on the last trading
day preceding the day the issue price was set, or(ii) the volume weighted average price on theEuronext Paris regulated market determined during
the trading session when the issue price was set, less,in either case as appropriate, a maximum discount of
10%,

decides that the Board of Directors may not use thisauthorization without prior authorization from theannual general meeting from the date a takeover bid for
the Company’s shares is filed by a third party until theend of the offer period.

The annual general meeting decides that this authorization is
granted to the Board of Directors for a period of twenty-six(26) months from the date of this annual general meeting. It
renders ineffective the unused portion of any prior authorization
granted for the same purpose and in particular that given by
the combined annual general meeting of 19 May 2022 in its
19th resolution.

7(iii) decides that the maximum nominal amount of debt
securities giving immediate or future access to sharesin the Company that may be issued pursuant to thisresolution is one billion five hundred million euros(€1,500,000,000) or the euro equivalent in a foreign currency
or unit of account based on a basket of currencies at thedate of the decision to carry out the issue. This amount(a) does not include any redemption premium(s) in excess
of par value and (b) applies to all the debt securities that
may be issued pursuant to the 14th to 19th resolutions
submitted to this annual general meeting, but (c) is
independent of, and separate from, the amount of thedebt securities that the Board of Directors may authorize
or decide to issue in accordance with article L. 228-40
of the French Commercial Code;(iv) duly notes that this delegation of authority automaticallyentails a waiver by the shareholders of their preferential
right to subscribe for the Company shares that result
from the securities giving access to shares in the
Company that could be issued pursuant to this delegationof authority;

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Proposed agenda and proposed resolutions submitted to the combined annual general meeting(v)

decides that the Board of Directors, or any person duly
authorized to act on its behalf, will have full powers to
implement this delegation of authority; and(vi) decides that the Board of Directors may not use thisdelegation of authority without prior authorization fromthe annual general meeting from the date a takeover bid
for the Company’s shares is filed by a third party until
the end of the offer period.
The annual general meeting decides that this delegation of
authority is granted to the Board of Directors for a period oftwenty-six (26) months from the date of this annual general
meeting. It renders ineffective the unused portion of any
prior delegation of authority granted for the same purpose
and in particular that given by the combined annual general
meeting of 19 May 2022 in its 20th resolution.

Twentieth resolution(Overall limit on authorizations to issue sharesin the Company immediately and/or in the future)
The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’
report, decides to set:(i)the maximum overall nominal amount of the immediate or
future capital increases that may be carried out pursuant
to the delegations of authority and authorizations grantedby the 14th to 19th resolutions at 50% of the share capitalon the date of this annual general meeting;(ii)

the overall limit for issues without preferential subscription
rights that may be carried out pursuant to the delegationsof authority and authorizations granted by the 15th, 16th
and 18th resolutions at 10% of the share capital on thedate of this annual general meeting;Nineteenth resolution(Authorization granted to the Board of Directors
to increase the number of shares to be issued
in the event of excess demand)
The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’ report
and the statutory auditors’ special report, in accordance with theprovisions of article L. 225-135-1 of the French Commercial Code:
(i)

(ii)

authorizes the Board of Directors, or any person duly
authorized under the conditions set by law to act on
its behalf, to decide, in the event of the use of thedelegations of authority granted by the 14th to 18th resolutions
submitted to the annual general meeting and within
thirty days of the close of the subscription period forthe initial issue, to increase the number of shares to beissued, within the limit of 15% of the initial issue and at
the same price as that applied for the initial issue, andup to the limit provided for in the resolution authorizing
the issue;
decides that the Board of Directors may not use thisdelegation of authority without prior authorization fromthe annual general meeting from the date a takeover bid
for the Company’s shares is filed by a third party until
the end of the offer period; and(iii) gives full powers to the Board of Directors to implement
this authorization, in accordance with the law and theregulations.
The annual general meeting decides that this authorization is
granted to the Board of Directors for a period of twenty-six(26) months from the date of this annual general meeting.
It renders ineffective the unused portion of any priorauthorization granted for the same purpose and in particularthat given by the combined annual general meeting of
19 May 2022 in its 21st resolution.

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2023 Universal Registration Document

it being specified that these nominal amounts may be
increased, where applicable, by the nominal amount of theshares to be issued in respect of adjustments made topreserve the rights of holders of securities and other rights
giving access to shares in the Company, in accordance withthe law and any applicable contractual provisions.

Twenty-first resolution(Delegation of authority granted to the Board of Directors
to carry out capital increases reserved for membersof a company savings plan (Plan d’Épargne d’Entreprise),
without preferential subscription rights)
The annual general meeting, voting in accordance with thequorum and majority requirements for extraordinary general
meetings, and having considered the Board of Directors’ report
and the statutory auditors’ special report, in accordance witharticles L. 225-129, L. 225-129-2, L. 225-129-6, L. 228-91,
L. 228-92, L. 225-138 I and II, and L. 225-138-1 of the French
Commercial Code and articles L. 3332-18 et seq. of theFrench Labor Code:(i)

authorizes the Board of Directors, or any person duly
authorized under the conditions set by law to act on its
behalf, to carry out one or more capital increases via theissue, in the proportions and at the times that it deems
appropriate, of shares and/or securities giving immediate
and/or future access by any means to the Company’s
share capital, reserved for employees and former employeesof the Company and of any French or foreign relatedcompanies or groups within the meaning of article
L. 225-180 of the French Commercial Code and article
L. 3344-1 of the French Labor Code, who are members ofa company savings plan (hereinafter, the “Beneficiaries”);

Annual general meeting
Proposed agenda and proposed resolutions submitted to the combined annual general meeting(ii)

decides to cancel the shareholders’ preferential subscription
rights to the shares and securities giving access toshares to be issued pursuant to this delegation of
authority and, where applicable, to the shares and othersecurities granted free of consideration pursuant to thisdelegation of authority;(iii) duly notes that this delegation of authority automaticallyentails a waiver by the shareholders of their preferential
right to subscribe for the Company shares that result
from the securities giving access to shares in the
Company that could be issued pursuant to this delegationof authority;(iv) decides that the maximum nominal amount of thecapital increase resulting immediately or in the futurefrom all the issues made pursuant to this delegation of
authority is thirteen million five hundred thousand euros(€13,500,000). This limit may be increased, whereapplicable, by the additional nominal amount of theshares to be issued in order to preserve the rights ofholders of securities and other rights granting access toshares in the Company, in accordance with the law andany applicable contractual provisions;(v)

decides that the subscription price of the shares to beissued will be equal to the average Arkema share priceon Euronext Paris for the twenty (20) trading days prior
to the date of the decision setting the subscription
period opening date, less the maximum discount provided
for by law on the date of the Board of Directors’ decision.
The Board of Directors may however, if it considers it
appropriate, reduce or eliminate the abovementioned
discount, in order to take into account, in particular, thelocal legal requirements applicable in the event of ashare offering to members of a company savings plan on
the international market or in a foreign country; and(vi) decides that the Board of Directors may grant free sharesor securities giving access to shares in the Company toreplace all or part of the abovementioned discount and/or
the employer’s top-up contribution. The total benefit
resulting from this grant may not exceed the limits
provided for by the laws or regulations pursuant toarticles L. 3332-21 and L. 3332-11 of the French Labor
Code, and the maximum nominal amount of the capitalincreases that may be carried out, immediately or in the
future, pursuant to the grant of free shares or securities
giving access to shares in the Company, shall be
included in the limits referred to in paragraph (iv) above.
The annual general meeting decides that the Board of Directors,
or any person duly authorized under the conditions set bylaw to act on its behalf, will have full powers to implement
this resolution and in particular to:(a) determine that the subscriptions can be carried out directlyby the Beneficiaries or via a mutual fund or any othercollective undertaking authorized by the regulations;(b) establish, under the conditions required by law, the listof companies or groups whose employees and former
employees that are members of one or more company
savings plans will be able to subscribe to the shares or
securities issued and, where applicable, receive the sharesor securities granted free of consideration;

7(c) set the subscription price of the shares and the opening
and closing dates of the subscription period;(d) set the amount of the issues that may be made pursuant
to this authorization and, in particular, set the issue price,dates, periods, terms and conditions of subscription,
payment, delivery and dividend entitlement (which may
be retroactive) and all other terms and conditions of theissues, within the applicable legal and regulatory limits;(e) in the event of a grant of free shares or securities giving
access to shares of the Company, set the number ofshares or securities giving access to shares in the
Company to be issued, the number of shares or securities
to be awarded to each Beneficiary, and set the dates,
periods, terms and conditions of the grant within theapplicable legal and regulatory limits, and in particular,
elect either to substitute in whole or in part the grant of
said shares or securities giving access to shares in the
Company for the discounts provided for above or deduct
the equivalent value of the shares or securities granted
from the total amount of the employer’s top-up
contribution, or a combination of both;(f) record the completion of the capital increase for theamount of the shares that will actually be subscribed,
after any reduction in the event of oversubscription;(g) determine, where appropriate, the amount of the sums to
be capitalized within the limit set above, theshareholders’ equity account(s) from which they will be
deducted and the dividend entitlement date of the shares
created;(h) at its sole discretion and as it deems appropriate, charge
the costs of capital increases against the share premium
amounts relating thereto and withhold the necessary
sums to bring the legal reserve up to one-tenth of the
new share capital after each capital increase; and(i) take all necessary measures to complete the capitalincreases, carry out the related formalities, particularly
those concerning the listing of the shares created, amend
the Articles of Association accordingly, and generally dowhatever may be necessary.
The annual general meeting decides that this delegation of
authority is granted for a period of twenty-six (26) months
from the date of this annual general meeting. It renders
ineffective the unused portion of any prior delegation of
authority granted for the same purpose and in particular thatgiven by the combined annual general meeting of 11 May 2023
in its 14th resolution.

Twenty-second resolution(Powers to carry out formalities)
The annual general meeting grants full powers to the bearerof an original, a copy or an excerpt of the minutes of thisannual general meeting for the purposes of performing all
filing, publicity or other formalities that may be required.

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7.3 Board of Directors’ report on the resolutions
submitted to the combined annual general meetingof 15 May 2024
The Board of Directors proposes to submit the resolutions described below to the vote of the shareholders at the combined
annual general meeting of 15 May 2024.

Resolutions submitted to the ordinary general meeting
Approval of the annual financial statements (1st and 2nd resolutions)
The purpose of the 1st and 2nd resolutions is to approve theCompany’s financial statements and the Arkema Group’s
consolidated financial statements, respectively, for the year
ended 31 December 2023.

referred to in article 39-4 of said Code, which amounted to€96,155 in the past year. Given the Company’s tax positionin 2023, the non-deductibility of these expenses resulted in
an additional current tax charge of €24,039.

In the 1st resolution, the Board recommends that you approve
the Company’s financial statements for the year ended
31 December 2023 as presented in the Board of Directors’
management report, as well as all the transactions reflected
or described therein. In accordance with article 223 quater of
the French Tax Code (Code général des impôts), you are also
asked to approve the amount of the expenses and charges

In the 2nd resolution, in accordance with the provisions ofarticle L. 225-100 of the French Commercial Code (Code decommerce), it is recommended that you approve theconsolidated financial statements for the year ended
31 December 2023, as well as all the transactions reflected
or described therein.

Allocation of profit and setting of the dividend (3rd resolution)
The purpose of the 3rd resolution is to decide the allocation of the Company’s profit for the year ended 31 December 2023
amounting to €349,859,881.81, as presented in the Company’s financial statements, plus prior retained earnings of€1,720,701,728.41. The Board of Directors recommends consequently that the distributable profit be allocated as follows:
SourceProfit for the period€349,859,881.81

Prior retained earnings€1,720,701,728.41

Distributable profit€2,070,561,610.22

Allocation
Legal reserve
Dividend distribution€(1)

Retained earnings(1)€262,652,299.00€1,807,909,311.22

The total dividend distribution is calculated on the basis of the number of shares existing at 31 December 2023 and 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(which do not carry dividend rights) held by the Company. The abovementioned dividend distribution is the gross amount, calculated before any taxes orsocial security contribution that may apply to shareholders depending on their particular situation. Dividends paid to individual shareholders domiciled fortax purposes in France are in principle subject either to a 12.8% flat tax (prélèvement forfaitaire unique – PFU), calculated on the gross amount of thedividend (article 200 A of the French Tax Code), or, if the beneficiary expressly and irrevocably so elects, to taxation on the progressive income tax scale,after application of 40% tax relief (article 158, 3., 2° of the French Tax Code). This option is applicable to all income subject to the PFU flat tax, with nopossibility of a partial option. It must be exercised by beneficiaries each year when filing their income tax return and no later than the filing deadline. In
addition, the dividend is subject to social security contributions at a rate of 17.2%, a percentage of which may be deductible in the event of election of
taxation on the progressive income tax scale. Beneficiaries whose reference taxable income exceeds certain thresholds are also subject to an exceptionalsurtax on high incomes (contribution exceptionnelle sur les hauts revenus – CEHR), provided for in article 223 sexies of the French Tax Code, on a scale
adjusted for family status (single persons or equivalent, couples with joint taxation). Shareholders are invited to contact their tax advisor.

The payment of the dividend of €262,652,299 with regard to the 75,043,514 shares carrying dividend rights and existing on
31 December 2023, would correspond to a distribution of three euros and fifty cents (€3.50) per share.
The shares would be traded ex-dividend as of 17 May 2024 and the dividend for the 2023 financial year would be paid as of
21 May 2024.
This dividend would be eligible for the 40% tax relief available to individual shareholders domiciled for tax purposes in France asprovided for in article 158, 3., 2° of the aforementioned Tax Code, provided notably that the beneficiary has elected for taxationon the progressive income tax scale.

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In accordance with article 243 bis of the French Tax Code, it is recalled that the dividend paid for the last three financial years
was as follows:
Financial year
Dividend distribution (in euros)
Net dividend per share (in euros)
(1)

2022

2021

2020

253,830,012.40

221,907,138.00

190,660,817.50

(1)

(1)

2.50 (1)

3.40

3.00

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 theFrench Tax Code applicable, under certain conditions, in the event of election of taxation on the progressive income tax scale.

The distribution of a dividend of three euros and fifty cents (€3.50) per share for the year ended 31 December 2023 would
represent an increase of 3% compared with the previous year.

Statutory auditors’ special report on the agreements referred to in articles L. 225-38
et seq. of the French Commercial Code (4th resolution)
In accordance with the law, the Board of Directors performed
its annual review of agreements entered into and authorized
during previous financial years and implemented in thefinancial year ended 31 December 2023. It noted that (i) the
only commitments agreed and already approved by theannual general meeting are the syndicated credit facility of
29 July 2020 and its two amendments dated 5 May 2021 and28 July 2022, and (ii) no new agreement or commitment that
had not already received the approval of the annual general
meeting was entered into during the 2023 financial year.

In the 4th resolution, the Board of Directors invites you to
duly note the information relating to the agreements enteredinto and the commitments made during prior financial years
and approved by the annual general meeting, as set out inthe statutory auditors’ special report in section 7.1 of this chapter.

Reappointment of Thierry Le Hénaff as a member of the Board of Directors(5th resolution)
At its meeting on 8 November 2023, the Board of Directors
noted that the term of office as director of Thierry Le Hénaff
was due to expire at the close of the annual general meetingof 15 May 2024, and decided to propose his reappointment at
the annual general meeting. Accordingly, in the 5th resolution,
the Board of Directors, on the recommendation of theNominating, Compensation and Corporate Governance Committee,
recommends that you reappoint Thierry Le Hénaff as adirector for a term of four (4) years expiring at the close of
the annual general meeting to be held in 2028 to approve thefinancial statements for the year ending 31 December 2027.

Information concerning Thierry Le Hénaff, and the factors which
led the Board of Directors to propose his reappointment tothe annual general meeting, are provided in sections 3.2.1.2
and 3.2.1.3 of this document.
At the close of the annual general meeting, and subject toapproval of this resolution, the Board of Directors intends toreappoint Thierry Le Hénaff as Chairman and Chief Executive
Officer of Arkema.

Approval of the compensation policy for directors and the Chairman
and Chief Executive Officer (6th and 7th resolutions)
In the 6th resolution, in accordance with article L. 22-10-8 IIof the French Commercial Code, the Board of Directors
recommends that you approve the compensation policy fordirectors, other than the Chairman and Chief Executive Officer,
as defined by the Board of Directors on 28 February 2024 on
the recommendation of the Nominating, Compensation andCorporate Governance Committee and presented in thecorporate governance report provided for in article L. 225-37
of said Code, in section 3.4.1.1 of this document.

Furthermore, in the 7th resolution, the Board of Directors
recommends that you approve the compensation policy for
the Chairman and Chief Executive Officer, as defined by the
Board of Directors at their meeting on 28 February 2024, on
the recommendation of the Nominating, Compensation andCorporate Governance Committee. This compensation policy
is presented in the corporate governance report provided forin article L. 225-37 of the French Commercial Code, and is
set out in section 3.4.2.1 of this document.

Approval of the information on the compensation of directors referred
to in article L. 22‑10-9 I of the French Commercial Code (8th resolution)
Pursuant to article L. 22-10-34 I of the French Commercial Code, the purpose of the 8th resolution is to submit to the approvalof shareholders the information about the compensation of directors and the Chairman and Chief Executive Officer referred toin article L. 22-10-9 I of the French Commercial Code, presented in the corporate governance report provided for inarticle L. 225-37 of said Code. This information is provided in sections 3.4.1.2 and 3.4.2.2 of this document.

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Approval of the components of compensation paid or awarded to each of theCompany’s executive directors for the year ended 31 December 2023 (9th resolution)
Pursuant to article L. 22-10-34 II of the French Commercial
Code, the purpose of the 9th resolution is to submit to theapproval of shareholders the fixed, variable and exceptional
components of the total compensation and benefits of any
kind paid in or awarded for the year ended 31 December 2023
to Thierry Le Hénaff, Chairman and Chief Executive Officer

and the only executive director of the Company. Payment of
the variable compensation due for the financial year is
subject to the approval of this resolution. These components
are set out in detail in section 3.4.2.2 of this document.

Reappointment of the statutory auditor (10th resolution)
In the 10th resolution, the Board of Directors invites you to duly note that the term of office of ERNST & YOUNG Audit as
statutory auditor is due to expire at the close of the annual general meeting of 15 May 2024 and recommends that you reappoint
it for a term of six financial years, i.e., until the close of the ordinary general meeting to be held in 2030 to approve the financial
statements for the year ending 31 December 2029.

Appointment of KPMG Audit and Mazars & Associés as joint statutory auditors
responsible for certifying sustainability disclosures (11th and 12th resolutions)
In accordance with the provisions of Order no. 2023-1142 of
6 December 2023 on the publication and certification ofsustainability disclosures and on the environmental, socialand corporate governance obligations of commercial companies,
transposing Directive (EU) no. 2022/2464 (the CSRD), theCompany will be required to publish the sustainability
information required under French and European regulations
for the 2024 financial year as from 2025.
Accordingly, on the recommendation of the Audit andAccounts Committee, the Board of Directors proposes, in the
11th and 12th resolutions, to appoint KPMG Audit and Mazars &Associés as joint statutory auditors responsible for certifying
the Company's sustainability disclosures.
In accordance with the provisions of article L. 821-26 of theFrench Commercial Code, this statutory audit will be carriedout on behalf of KPMG Audit and Mazars & Associés by a natural
person who is a partner, shareholder or executive of thesecompanies and who is duly registered on the list of statutory
auditors authorized to certify sustainability disclosures

maintained by the French audit authority (Haute Autorité del'Audit), in accordance with the provisions of article L. 821-13of the French Commercial Code.
For all intents and purposes, it is specified that in making
this recommendation, the Audit and Accounts Committee
was not influenced by any third party, and that it was not
subject to any contractual clause restricting its choice.
Pursuant to article 38 of Order no. 2023-1142 of 6 December 2023,
and notwithstanding the provisions of article L. 821-44 of theFrench Commercial Code, the term of office of:• KPMG Audit will be equivalent to its remaining term of office
as statutory auditor of the financial statements, i.e., until
the annual general meeting called in 2026 to approve thefinancial statements for the year ending 31 December 2025;• Mazars & Associés will be for three financial years, until
the annual general meeting called in 2027 to approve thefinancial statements for the year ending 31 December 2026.

Share buyback (13th resolution)

410

Until 31 January 2024, the Company acquired 208,000 sharesin the Company under the authorization to trade in the
Company’s shares granted by the 13th resolution of theannual general meeting of 11 May 2023. These shares werepurchased to cover employee free share plans and ensurethat performance shares could be awarded without a dilutive
effect on the share capital.

This authorization would enable the Board of Directors toacquire a number of shares in the Company that would
under no circumstances represent more than 10% of theCompany’s share capital. By way of illustration, based on theshare capital at 31 December 2023, the theoretical amountthat might be dedicated to this share buyback program
would not exceed €1,050,609,196.

As the authorization granted to the Board of Directors by theannual general meeting of 11 May 2023 is due to expire
shortly, in the 13th resolution, it is proposed that you renew
the authorization granted to the Board of Directors to purchaseor arrange to have purchased shares in the Company at any
time for a period of eighteen (18) months, except during a
takeover bid in respect of the Company’s shares, at a maximum
price of €140 per share.

These share purchases could be made for any purpose
permitted by law and the resolution submitted to the annual
general meeting, and in particular to cover performance
share plans.

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This new authorization would render ineffective, from the dateof this annual general meeting, the unused portion of the
13th resolution of the combined annual general meeting of
11 May 2023. Details of share buyback programs in progressor planned can be found in section 6.2.4 of this document.

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Resolutions submitted to the extraordinary general meeting
Delegations of authority and authorizations (14th to 20th resolutions)
As the delegations of authority and authorizations granted to
the Board of Directors by the annual general meeting of
19 May 2022 are due to expire on 18 July 2024, we proposethat you renew them. If you vote in favor of the delegationsof authority and authorizations that are submitted to you in
the 14th to 20th resolutions, they will render ineffective thecurrent delegations of authority previously granted for thesame purpose, from the date of this annual general meeting.
The delegations of authority and authorizations submitted to you
would therefore make it possible to carry out, pursuant to adecision of the Board of Directors, issues of shares and/or
securities giving access to shares in the Company, withor without preferential subscription rights, in France, in anothercountry and/or on the international markets, depending on
the opportunities offered by the financial markets and in theinterests of the Company and its shareholders. They would
allow the Board of Directors to issue convertible bonds or
finance recapitalization operations related to potential external
growth transactions in the most appropriate manner.
None of these delegations of authority may be used by the Boardof Directors without prior authorization from the annual
general meeting from the date a takeover bid for the Company's
shares is filed by a third party until the end of the offer period.
These authorizations and delegations of authority would be
granted for a period of twenty-six (26) months from the dateof this annual general meeting.

The maximum nominal amount of debt securities giving
immediate or future access to shares in the Company that
may be issued under this authorization is one billion five
hundred million euros (€1,500,000,000), or the euro
equivalent of this amount in the event of an issue in othercurrencies or units of account based on a basket ofcurrencies at the date of the decision to carry out the issue.
This amount would apply to all the debt securities that may
be issued pursuant to the 14th to 19th resolutions submitted
to this annual general meeting. It would, however, be
independent of, and separate from, the amount of the debt
securities that the Board of Directors may authorize or decide
to issue in accordance with article L. 228-40 of the French
Commercial Code.

Issues without preferential subscription rights(15th to 18th resolutions)
In order to be able to seize any financial opportunity offered,particularly by the diversity of the financial markets inFrance and any other country, the Board of Directors may berequired to carry out issues that may be placed withinvestors interested in certain types of financial products.
This means that the Board of Directors will have to be able
to carry out these issues without preferential subscription rights.

The purpose of the 14th resolution is to grant the Board of
Directors a delegation of authority to carry out capitalincreases, in the proportions and at the times that it deems
appropriate, via the issue, with preferential subscription
rights, in France or any other country, in euros or any othercurrency, of (i) ordinary shares in the Company, and/or(ii) equity securities in the Company giving immediate and/or
future access by any means to other Company equity
securities and/or granting entitlement to the award of debt
securities, and/or (iii) debt securities giving or potentiallygiving immediate and/or future access by any means toexisting equity securities or equity securities to be issued in
the Company, such as, for example, convertible bonds, bonds
with equity warrants attached or stock warrants issued on astandalone basis. Your approval would therefore entail thewaiver by the shareholders of their preferential rights to
subscribe for any shares that may result from the equity
securities referred to in paragraphs (ii) and (iii), issued
pursuant to this resolution.

Pursuant to the terms of the 15th resolution, it is recommended
that you grant the Board of Directors a delegation of authority
to carry out capital increases, in the proportions and at thetimes that it deems appropriate, via the issue, without
preferential subscription rights, by means of a public
offering other than that referred to in article L. 411-2 1° of
the French Monetary and Financial Code, in France or any
other country, in euros or any other currency, of (i) ordinary
shares in the Company, and/or (ii) equity securities in the
Company giving immediate and/or future access by anymeans to other Company equity securities and/or granting
entitlement to the award of debt securities, and/or (iii) debt
securities giving or potentially giving immediate and/or futureaccess by any means to existing equity securities or equity
securities to be issued in the Company. Your approval would
therefore entail the waiver by the shareholders of theirpreferential rights to subscribe for any shares that may
result from the equity securities referred to in paragraphs (ii)and (iii), issued pursuant to this resolution. However, theshareholders would benefit, in accordance with the provisionsof articles L. 225-135 and L. 22-10-51 of the French Commercial
Code and without giving rise to a negotiable right, from apriority period of at least three (3) days for subscriptionsin proportion to their shareholding and for any additional
subscriptions.

The maximum nominal amount of the capital increases that
may be carried out pursuant to this delegation of authority is
50% of the share capital on the date of the annual general
meeting. This maximum nominal amount would be includedin the overall limit of 50% of the share capital proposed in
the 20th resolution, and which would include all the issues
decided pursuant to the 14th to 19th resolutions submitted tothis annual general meeting.

The maximum nominal amount of the Company’s capitalincrease resulting immediately or in the future from all theissues carried out pursuant to this delegation of authority
would be 10% of the Company’s share capital at the date of
the annual general meeting, which would be included in theoverall limit of 50% of the share capital at the same date andthe 10% limit for issues without preferential subscription
rights, both provided for in the 20th resolution.

Issues with preferential subscription rights(14th resolution)

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The maximum nominal amount of debt securities giving
immediate or future access to shares in the Company that
may be issued under this resolution is one billion five
hundred million euros (€1,500,000,000), or the euro equivalentof this amount in the event of an issue in other currencies orunits of account based on a basket of currencies at the dateof the decision to carry out the issue. This amount would be
included in the overall limit of one billion five hundred
million euros (€1,500,000,000) for the issue of debt securities
pursuant to the 14th to 19th resolutions submitted to thisannual general meeting. It would, however, be independentof, and separate from, the amount of the debt securities thatthe Board of Directors may authorize or decide to issue inaccordance with article L. 228-40 of the French Commercial Code.
The issue price of shares issued or resulting from securities
issued pursuant to this delegation of authority would be seton the basis of the conversion or exchange rate to ensurethat the issue price of the shares that may be created byconversion, exchange or in any other manner, shall be atleast equal to the minimum amount provided for by the laws
and regulations in force at the time of use of this delegationof authority (at this date, the weighted average Arkema shareprice for the three trading days prior to the opening date of
the offering, within the meaning of regulation (EU) no. 2017/1129
of 14 June 2017, less a potential maximum discount of 10%),after correction, if any, of this amount to take into accountthe difference in the dividend entitlement date. The Board of
Directors may also use this delegation of authority, in whole
or in part, for the purpose of paying for securities tendered
to a public exchange offering initiated by the Company,
within the limits and under the conditions provided for inarticle L. 22-10-54 of the French Commercial Code.
Pursuant to the terms of the 16th resolution, it is recommended
that you grant the Board of Directors a delegation of authority
to carry out capital increases, in the proportions and at thetimes that it deems appropriate, via the issue, without
preferential subscription rights, by means of a public offeringreferred to in article L. 411-2 1° of the French Monetary and
Financial Code, in France or any other country, in euros or
any other currency, of (i) ordinary shares in the Company,
and/or (ii) equity securities in the Company giving immediate
and/or future access by any means to other Company equity
securities and/or granting entitlement to the award of debt
securities, and/or (iii) debt securities giving or potentially giving
immediate and/or future access by any means to existing equity
securities or equity securities to be issued in the Company.
These issues may only be carried out in order to directly or
indirectly finance an external growth transaction, issue
convertible bonds, or repay an external financing arrangement
put in place by the Company.
The maximum nominal amount of the Company’s capitalincrease resulting immediately or in the future from all theissues carried out pursuant to this delegation of authority
would be 10% of the Company’s share capital at the date of
the annual general meeting, which would be included in theoverall limit of 50% of the share capital at the same date andthe 10% limit for issues without preferential subscription
rights, both provided for in the 20th resolution.
The maximum nominal amount of debt securities giving
immediate or future access to shares in the Company that
may be issued under this resolution is one billion five
hundred million euros (€1,500,000,000), or the euro equivalentof this amount in the event of an issue in other currencies orunits of account based on a basket of currencies at the dateof the decision to carry out the issue. This amount would be
included in the overall limit of one billion five hundred million euros

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the 14th to 19th resolutions submitted to this annual general
meeting. It would, however, be independent of, and separate
from, the amount of the debt securities that the Board of
Directors may authorize or decide to issue in accordancewith article L. 228-40 of the French Commercial Code.
The issue price of shares issued or resulting from securities
issued pursuant to this delegation of authority would be seton the basis of the conversion or exchange rate to ensurethat the issue price of the shares that may be created byconversion, exchange or in any other manner, shall be atleast equal to the minimum amount provided for by the laws
and regulations in force at the time of use of this delegationof authority (at this date, the weighted average Arkema shareprice for the three trading days prior to the opening date of
the offering, within the meaning of regulation (EU) no. 2017/1129
of 14 June 2017, less a potential maximum discount of 10%),after correction, if any, of this amount to take into accountthe difference in the dividend entitlement date.
Pursuant to the terms of the 17th resolution, it is recommended
that, in the event of an issue of shares or securities giving
immediate or future access to existing shares or shares to beissued in the Company under the aforementioned 15th and16th resolutions, you authorize the Board of Directors todeviate from the terms for setting the issue price for theshares provided for in the aforementioned resolutions and to
set the price based on the following terms:• the issue price of shares to be issued or resulting fromsecurities to be issued under the aforementioned resolutions
would, at the Board of Directors’ discretion, be equal to(i) the volume weighted average price on the Euronext Paris
regulated market on the last trading day preceding the day
the issue price was set, or (ii) the volume weighted average
price on the Euronext Paris regulated market determined
during the trading session when the issue price was set,less, in either case as appropriate, a maximum discountof 10%; and• the issue price of securities giving immediate or futureaccess to shares in the Company should be set to ensurethat the amount received immediately by the Company,
increased where applicable by the amount that it is likely
to receive at a later date for each share issued as a resultof the securities issued, shall be at least equal to theamount mentioned in the bullet point above.
The maximum nominal amount of capital increases resulting
from the implementation of this resolution would be 10% of
the share capital over a 12-month period, and would be
included in the limit provided for in the 15th or 16th resolution,
as applicable, and in the overall limits provided for in the20th resolution below.
Finally, pursuant to the terms of the 18th resolution, it isrecommended that you grant the Board of Directors a delegationof authority to carry out one or more capital increases, as
compensation for contributions in kind granted to the Company
in the form of shares or securities giving access to shares inother companies, via the issue of (i) ordinary shares in the
Company, and/or (ii) equity securities in the Company giving
immediate and/or future access by any means to other
Company equity securities and/or granting entitlement to theaward of debt securities, and/or (iii) debt securities giving or
potentially giving immediate and/or future access by anymeans to existing equity securities or equity securities to beissued in the Company, when the provisions of article L. 22-10-54of the French Commercial Code do not apply.

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This delegation of authority would automatically entail awaiver by the Company’s shareholders of their preferential
right to subscribe for the Company shares that result fromthe securities giving access to shares in the Company that
could be issued pursuant to this delegation of authority.

7

The maximum nominal amount of the capital increases that
may be carried out, immediately or in the future, pursuant tothis delegation of authority would be 10% of the Company’s
share capital at the date of this annual general meeting,which would be included in the overall limit on the nominal
amount provided for in the 16th resolution of this annual
general meeting.

Authorization granted to the Board of Directors to increase the number of shares
to be issued in the event of excess demand (19th resolution)
In the 19th resolution, it is recommended that you delegate to
the Board of Directors the authority to decide, for each of
the issues carried out pursuant to the 14th to 18th resolutions
described above, to increase the number of shares to beissued, at the same price as that used for the initial issue,
within the limit of 15% of the issue and within thirty days ofthe close of the subscription period for the initial issue, subject
to compliance with the limits provided for in the 20th resolution.

This delegation of authority would be granted for a period oftwenty-six (26) months from the date of this annual general
meeting.

Overall limit on authorization amounts (20th resolution)
The purpose of the 20th resolution is to set an overall limiton the nominal amount of the capital increases that may be
carried out with or without preferential subscription rights,
immediately or in the future, by the Board of Directors
pursuant to the 14th to 19th resolutions.
The maximum nominal amount of capital increases mentioned
in the 14th to 19th resolutions would be 50% of the Company’s
share capital at the date of the annual general meeting.

The maximum nominal amount of capital increases mentioned
in the 15th, 16th and 18th resolutions would be 10% of theCompany’s share capital at the date of the annual general
meeting.
Note that these amounts may be increased by the additional
nominal amount of shares to be issued to preserve the rights
of holders of securities giving access to shares in the Company
in accordance with the legal provisions.

Delegation of authority to carry out capital increases reserved for membersof a company savings plan (Plan d’Épargne d’Entreprise) (21st resolution)
Finally, in the 21st resolution, the Board of Directors recommends
that you delegate to the Board of Directors the authority tocarry out issues without preferential subscription rights ofshares and/or securities giving access to shares in the
Company, reserved for employees and former employees of
the Company and of any French or foreign related companies
or groups within the meaning of article L. 225-180 of theFrench Commercial Code and article L. 3344-1 of the French
Labor Code (Code du travail), who are members of a company
savings plan in place in the Company or in its Group.

The issue price would be equal to the average Arkema shareprice on Euronext Paris for the twenty (20) trading days prior
to the date of the decision setting the subscription period
opening date, less the maximum discount provided for by law
on the date of the Board of Directors’ decision. The Board of
Directors may, however, if it considers it appropriate, reduce or
eliminate the abovementioned discount, in order to take into
account, in particular, the local legal requirements applicable in
the event of a share offering to members of a company savings
plan on the international market or in a foreign country.

The maximum nominal amount of the capital increase
resulting immediately or in future from all the issues carriedout pursuant to this delegation of authority would bethirteen million five hundred thousand euros (€13,500,000),i.e., less than 2% of the Company’s share capital at the dateof the annual general meeting.

This delegation of authority would be granted for a period oftwenty-six (26) months from the date of the annual general
meeting. This new delegation of authority would render ineffective,
from the date of this annual general meeting, the 14th resolutionof the combined annual general meeting of 11 May 2023.

Powers to carry out formalities (22nd resolution)
In the 22nd resolution, the Board of Directors recommends that you grant full powers to the bearer of a copy or an excerpt ofthe minutes of this annual general meeting for the purpose of performing all formalities that may be required.
This report contains the main provisions of the proposed resolutions. We ask that you consider issuing a favorable vote on these
proposed resolutions.
The Board of Directors

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7

Annual general meeting
Statutory auditors’ report on the issuance of ordinary shares and/or marketable securities with or without preferential subscription rights

7.4 Statutory auditors’ report on the issuanceof ordinary shares and/or marketable securities
with or without preferential subscription rights
KPMG S.A.

ERNST & YOUNG Audit

Tour Eqho
2, avenue Gambetta
CS 60055
92066 Paris-La Défense cedex
S.A. au capital de € 5 497 100
775 726 417 R.C.S. Nanterre

Tour FirstTSA 14444
92037 Paris-La Défense cedex
S.A.S. à capital variable
344 366 315 R.C.S. Nanterre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and professional standards
applicable in France.

ArkemaGeneral Meeting of May 15, 2024
Fourteenth to nineteenth resolutions

Statutory auditors’ report on the issue of shares and/or various securities
with or without cancellation of preferential subscription rights
To the Annual General Meeting of Arkema,
In our capacity as statutory auditors of your Company and in compliance with Articles L. 228-92 and L. 225-135 et seq. of theFrench Commercial Code (Code de commerce) and with article L.22-10-52 of the French Commercial Code (Code de commerce),
we hereby report on the proposed authorization allowing your Board of Directors to decide whether to proceed with various
issues of shares and/or various securities, and the delegation of powers to implement their practical conditions, operation uponwhich you are called to vote.
Your Board of Directors proposes, on the basis of its report, that :• it be authorized, with the option to sub-delegate, for a period of twenty-six months to decide on whether to proceed with thefollowing operations and to determine the final conditions of these issues, in France and abroad, and proposes, whereapplicable, to cancel your preferential subscription rights:• the issue, with maintaining preferential subscription rights, of shares and/or securities that give access, immediately or in
the future, to existing shares or shares to be issued of your Company, (fourteenth resolution) ;• the issue, with cancellation of your preferential subscription rights and mandatory priority period for the benefit ofshareholders, through public offering other than those referred to in Article L. 411-2 1° of the French Financial and Monetary
Code (Code monétaire et financier), of shares and/or securities that give access by all means, immediately or in the future,
to existing shares or shares to be issued of your Company, (Fifteenth resolution);• the issue, with cancellation of your preferential subscription rights, of shares and/or securities through offerings in accordancewith Article L. 411-2 1° of the French Financial and Monetary Code (Code monétaire et financier) of your Company’s shares
and/or securities giving access, immediately or in the future, to shares of your Company (sixteenth resolution).
• it be authorized, under the seventeenth resolution, within the scope of the implementation of the delegation of authorizationreferred to in the fifteenth and sixteenth resolutions, to determine the issue price within the legal annual limit of 10% of sharecapital per twelve months period ;• it be delegated, with the option to sub-delegate, for a period of twenty-six months, the powers necessary to issue, in one ormore instalments, ordinary shares and/or securities that give access, immediately or in the future, to existing shares or shares
to be issued of your Company within the limit of 10% of share capital in consideration for the contributions in kind granted to
the Company and consisting of capital securities or securities that give access to the capital of other companies (eighteenth
resolution).

414

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Annual general meeting
Statutory auditors’ report on the issuance of ordinary shares and/or marketable securities with or without preferential subscription rights

7

The total nominal amount of the increases in capital that may be implemented immediately or at a later date may not exceed
50% of the Company’s share capital under the fourteenth to nineteenth resolutions. In particular, capital increases that may be
implemented immediately or in the future may not exceed 10% of the amount of your Company’s share capital as at the date ofthis Shareholders’ Meeting under the fifteenth, sixteenth and eighteenth resolutions.
The total nominal amount of the securities representing debt securities likely to be issued, giving access immediately or in the
future to your Company’s capital, may not exceed one billion and five hundred million euros or the equivalent value of thisamount in the event of an issue in a different currency or in a unit of account on the date of the issue decision, under the
fourteenth to nineteenth resolutions.
These limits reflect the additional number of shares to be created, within the limit of 15% of the initial issue, within the scope of
the implementation of the delegations referred in the fourteenth to eighteenth resolutions, in accordance with Article
L.225-135-1 of the French Commercial Code (Code de commerce), if you adopt the nineteenth resolution.
It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 et seq. of the French
Commercial Code (Code de commerce). Our role is to report on the fairness of the financial information taken from theaccounts, on the proposed cancellation of preferential subscription rights and on other information relating to these operations
provided in the report.
We have performed those procedures which we considered necessary to comply with the professional guidance issued by the
French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) for this type of engagement. These
procedures consisted in verifying the information provided in the Board of Directors’ report relating to these operations and themethods used to determine the issue price of the capital securities to be issued.
Subject to a subsequent examination of the conditions for the issue that may be decided, we have no matters to report as tothe methods used to determine the issue price of the capital securities to be issued provided in the Board of Directors’ reportwith regard to the fifteenth, sixteenth and seventeenth resolutions.
Moreover, as the methods used to determine the issue price of the capital securities to be issued, in accordance with theeighteenth resolution, are not specified in that report, we cannot report on the choice of constituent elements used todetermine this issue price.
As the final conditions in which the issues would be performed have not yet been determined, we cannot report on these
conditions and, accordingly, on the proposed cancellation of preferential subscription rights for the fifteenth, sixteenth andseventeenth resolutions.
In accordance with article R. 225-116 of the French Commercial Code (Code de commerce), we will issue an additional report, if
necessary, when your Board of Directors has exercised these authorizations in the event of the issue of ordinary shares and/or
securities, giving access immediately or in the future to shares of your Company, with or without cancellation of preferential
subscription rights.

Paris La Défense, March 7, 2024
The Statutory Auditors
French original signed by
KPMG S.A.
François Quédiniac

ERNST & YOUNG Audit
Éric Dupré

Christine Vitrac

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7

Annual general meeting
Statutory auditors’ report on the issuance of ordinary shares and/or marketable securities reserved for employees subscribing to a company savings plan

7.5

Statutory auditors’ report on the issuance of ordinary
shares and/or marketable securities reserved for
employees subscribing to a company savings plan
KPMG S.A.

ERNST & YOUNG Audit

Tour Eqho
CS 60055
2, avenue Gambetta
92066 Paris-La Défense cedex
S.A. au capital de € 5 497 100
775 726 417 R.C.S. Nanterre

Tour FirstTSA 14444
92037 Paris-La Défense cedex
S.A.S. à capital variable
344 366 315 R.C.S. Nanterre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

Commissaire aux Comptes
Membre de la compagnie
régionale de Versailles et du Centre

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and professional standards
applicable in France.

ArkemaCombined General Meeting of May 15, 2024
Twenty-first resolution

Statutory auditors’ report on the issue of shares and/or marketable securities
reserved for members of a company savings scheme
To the Annual General Meeting of Arkema,
In our capacity as statutory auditors of your Company and in accordance with Articles L. 228-92 and L. 225-135 et seq. of theFrench Commercial Code (Code de commerce), we hereby report on the proposal to authorize your Board of Directors to decide
whether to proceed with an issue, in one or more occasions, of shares or marketable securities i with cancellation ofpreferential subscription rights, reserved for employees and former employees of your Company and companies or French andforeign groups connected thereto within the meaning of Article L. 225-180 of the French Commercial Code (Code de commerce)and Article L. 3344-1 of the French Labor Code (Code du travail), who are members a company savings scheme, an operation uponwhich you are called to vote. The increase in capital that could result from this issue is a maximum amount of € 13,500,000.
This capital increase is submitted to your approval in accordance with Articles L. 225-129-6 of the French Commercial Code
(Code de commerce) and L. 3332-18 and seq. of the French Labor Code (Code du travail).
Your Board of Directors proposes that, on the basis of its report, it be authorized, for a period of twenty-six months to determine theconditions of this operation and proposes to cancel your preferential subscription rights to the shares or marketable securities to be issued.
It is the Board of Directors’ responsibility to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial
Code (Code de commerce). Our role is to report on the fairness of the ﬁnancial information taken from the accounts, on the proposedcancellation of preferential subscription rights and on other information relating to the share issue provided in this report.
We have performed those procedures which we considered necessary to comply with the professional guidance issued by the
French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying the information provided in the Board of Directors’ report relating to this operation and themethods used to determine the issue price of the capital securities.

416

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Annual general meeting
Statutory auditors’ report on the issuance of ordinary shares and/or marketable securities reserved for employees subscribing to a company savings plan

7

Subject to a subsequent examination of the conditions of the proposed increase in capital, we have no matters to report as to the methods
used to determine the issue price for the ordinary shares or marketable securities to be issued provided in the Board of Directors’ report.
As the ﬁnal conditions for the increase in capital have not yet been determined, we cannot report on these conditions and,
consequently, on the proposed cancellation of preferential subscription rights.
In accordance with Article R. 225-116 of the French commercial Code (Code de commerce), we will issue a supplementary
report, if necessary, when your Board of Directors has exercised this authorization in the event of an issue of ordinary shares ormarketable securities that are equity securities giving access to other equity securities, or marketable securities giving access toCompany equity securities to be issued.

Paris-La Défense, March 7, 2024
The Statutory Auditors French original signed by
KPMG S.A.
Eric Dupré

ERNST & YOUNG Audit
François Quédiniac

Christine Vitrac

2023 Universal Registration Document

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418

2023 Universal Registration Document

INFORMATIONSABOUT THE UNIVERSALREGISTRATIONDOCUMENT

8.1
8.1.1

Person responsible for
the Universal Registration
Document and persons
responsible for auditing
the financial statements
Person responsible for the
Universal Registration Document

8.1.2 Declaration by the person responsible

for the Universal Registration Document |AFR|

8.1.3 Persons responsible for auditing
the financial statements

Person responsible

8.2 for the information

Concordance and420

8.3 cross‑reference tables

421

8.3.1 Incorporation by reference421

8.3.2 Concordance table421

8.3.3 Cross-reference table

426

Glossary

429

420
420
420

420

The different parts constituting the annual financial report are identified in the table of contents by the pictogram |AFR|

2023 Universal Registration Document

419

8

Information about the Universal Registration Document
Person responsible for the Universal Registration Document and persons responsible for auditing the financial statements

8.1

Person responsible for the Universal Registration
Document and persons responsible for auditing
the financial statements

8.1.1

Person responsible for the Universal Registration Document

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

8.1.2 Declaration by the person responsible
for the Universal Registration Document“I hereby declare that, to the best of my knowledge, theinformation contained in this Universal Registration Document isin accordance with the facts and that this Universal Registration
Document makes no omission likely to affect its import.
I further declare that, to the best of my knowledge, thefinancial statements have been prepared in accordance withthe applicable accounting standards and give a true and fairview of the assets, liabilities, financial position and results of
the Company and all of the companies included in the scopeof consolidation, and the management report, consisting of
the sections of this Universal Registration Document listed in
the cross-reference table on pages 426 and 427 of this

Universal Registration Document, includes a fair review ofthe development of the business, the results and thefinancial position of the Company and all of the companies
included in the consolidation and describes the main risks
and uncertainties to which they are exposed.”

Colombes, 28 March 2024.
Thierry Le Hénaff
Chairman and Chief Executive Officer

8.1.3 Persons responsible for auditing the financial statements
Statutory auditor

Statutory auditor

KPMG Audit
Department of KPMG S.A.

Ernst & Young Audit

Represented by François Quédiniac and Eric Dupré

Represented by Christine Vitrac

Tour EQHO, 2, avenue Gambetta, CS 60055
92066 Paris-La Défense Cedex – FranceTour First, TSA 14444
92037 Paris-La Défense Cedex – France

Appointed at the annual general meeting of 19 May 2020.
Current term expires following the annual general meeting
to be held to approve the financial statements for the year
ended 31 December 2025.

Appointed at the annual general meeting of 18 May 2018.
Current term expires following the annual general meeting
to be held to approve the financial statements for the year
ending 31 December 2023.

Substitute statutory auditor

Substitute statutory auditor

None

None

8.2 Person responsible for the information
Questions concerning Arkema and its activities should be addressed to:
Béatrice Zilm, Vice-President, Investor Relations
Arkema420, rue d’Estienne d’Orves 92700 Colombes (France)
Telephone: +33 (0)1 49 00 74 63

420

2023 Universal Registration Document

Information about the Universal Registration Document
Concordance and cross-reference tables

8

8.3 Concordance and cross-reference tables
8.3.1 Incorporation by reference
Pursuant to article 19 of regulation (EU) 2017/1129 of the European Parliament and of the Council, this Universal Registration
Document incorporates by reference the following information:• the consolidated financial statements and the statutory
auditors’ report related thereto, the annual financial statements
and the statutory auditors’ report related thereto, as wellas the financial information included in the management
report appearing respectively on page 283 et seq., 346
et seq., and 418 of the Universal Registration Document for
the year ended 31 December 2022 granted visa number
D. 23-0171 by the Autorité des marchés financiers on
28 March 2023; and• the consolidated financial statements and the statutory
auditors’ report related thereto, the annual financial
statements and the statutory auditors’ report related thereto,
as well as the financial information included in the
management report appearing respectively on page 258 et seq.,
316 et seq., and 390 of the Universal Registration Document
for the year ended 31 December 2021 granted visa number
D. 22-0185 by the Autorité des marchés financiers on
29 March 2022.

8.3.2 Concordance table
Commission Delegated regulation (EU) 2019/980 of 14 March 2019supplementing regulation (EU) 2017/1129 – Annex 1

Universal Registration Document

No.

Heading

Reference

Page(s)1

Persons responsible, third party information, experts’ reports
and competent authority approval

Chapter 8

420

1.1

Persons responsible for the information given in the Universal Registration Document

8.1.1

420

1.2

Declaration by those responsible for the Universal Registration Document

8.1.2

420

1.3

Person acting as an expert

None

1.4

Confirmation regarding information sourced from a third party

None

1.5

Statement concerning approval of the Universal Registration Documentby the competent authority

None

2

Statutory auditors

8.1.3

420

2.1

Names and addresses of the Company’s statutory auditors

8.1.3

420

2.2

Statutory auditors having resigned, having been removed, or having not beenreappointed during the period covered by the historical financial information

None

3

Risk factors

4
4.1

2.1

72-86

Information about the Company

6.1.1

378

The Company’s legal and commercial name

6.1.1

378

4.2

The Company’s place of registration, registration number and legal entity identifier(“LEI”)

6.1.1

378

4.3

Date of incorporation and length of life of the Company

6.1.1

378

4.4

Domicile and legal form of the Company, the legislation under which the Company
operates, its country of incorporation, the address, telephone number of its registeredoffice and website

6.1.1

378

5

Business overview

Chapter 1

44-69

5.1

Principal activities

1.2

55-67

5.1.1

Nature of the Company’s operations and principal activities

5.1.2

Significant new products or services introduced

1.2

55-67

1.1 and 1.2

44 and 55

5.2

Principal markets

1.2

55-67

5.3

Important events in the development of the Company’s business

6.1.1

378

5.4

Strategy and objectives

Profile, ambitionand strategy

14-35

5.5

Dependence on patents or licenses, industrial, commercial or financial contracts
or new manufacturing processes

1.1.3, 2.1.3 and 2.1.5

52, 78 and 84

2023 Universal Registration Document

421

8

Information about the Universal Registration Document
Concordance and cross-reference tables

Commission Delegated regulation (EU) 2019/980 of 14 March 2019supplementing regulation (EU) 2017/1129 – Annex 1

422

No.

Heading

5.6

Basis for any statements made by the Company regarding its competitive position

5.7
5.7.1
5.7.2

Material investments of the Company that are in progress or for which firm
commitments have already been made

5.7.3

Information relating to the joint ventures and companies in which the Company holds
a share of the capital likely to have a significant effect on the assessment of its own
assets and liabilities, financial position or profits and losses

5.7.4

Environmental issues that may affect the Company’s utilization of property,
plant and equipment

6
6.1
6.2

List of the Company’s significant subsidiaries

7

Universal Registration Document
Reference

Page(s)

1.2

55-67

Investments

5.1.7

287

Material investments for each financial year for the period covered by the historicalfinancial information up to the date of the Universal Registration Document

5.1.7

287

Profile, ambitionand strategy

28-29

5.3.3 and 6.1.2

301 and 379

4.3 and 4.4

189 and 197

Organizational structure

6.1.2

379

Description of the Group and the Company’s position within the Group

6.1.2

379

Note 16 to theconsolidated
financial statements
and 6.1.2

351 and 379

Operating and financial review

5.1

280-290

7.1

Financial position

5.1

280

7.1.1

A fair review of the development and performance of the Company’s businessand of its position for each year and interim period
for which historical financial information is required

5.1

280

7.1.2

Indications of the Company’s likely future development and activities in the fieldof research and development

1.1, 5.2.1 and 5.2.2

44, 291 and
292

7.2

Operating results

5.1.5

282

7.2.1

Significant factors, including unusual or infrequent events or new developments,
materially affecting the Company’s income from operations

5.1.1, 5.1.2, 5.1.3
and 5.1.4

280-281

7.2.2

Reasons for material changes in net sales or revenue

5.1.4, 5.1.5 and 5.1.6

281, 282 and283

8Capital resources

5.1.8

288-289

8.1

Information on the Company’s capital resources (both short and long term)

5.1.8 and 5.1.9

288 and 289

8.2

Sources, amounts and description of the Company’s cash flows

5.1.7

286

8.3

Information on the financing requirements and structure of the Company

5.1.8.1

288

8.4

Information regarding any restrictions on the use of capital resourcesthat have materially affected, or could materially affect, directly or indirectly,
the Company’s operations

5.1.8.2

289

8.5

Information regarding the anticipated sources of funds needed to cover
the material investments of the Company that are in progressor for which firm commitments have already been made

2.1.6

86

9

Regulatory environment

10Trend information

10.1

Description of (i) the most significant recent trends in production, sales and inventory,
and costs and selling prices since the end of the last financial year to the dateof the Universal Registration Document, and (ii) any significant change in the financial
performance of the Group since the end of the last financial period for which financial
information has been published to the date of the Universal Registration Document,
or appropriate negative statement

10.2

Trends, uncertainties, demands, commitments or events that the Company is awareof and are reasonably likely to have a material effect on the Company’s prospects
for at least the current financial year

11

Profit forecasts or estimates

2023 Universal Registration Document

Chapter 2

72-94

5.2.1 and 5.2.2

291-292

5.2.1

291

5.2.1 and 5.2.2

291 and 292

None

Information about the Universal Registration Document
Concordance and cross-reference tables

Commission Delegated regulation (EU) 2019/980 of 14 March 2019supplementing regulation (EU) 2017/1129 – Annex 1

8

Universal Registration Document

No.

Heading12Administrative, management and supervisory bodies and executive management

Reference

Page(s)3.2

96-115

12.1

Names, business addresses and functions within the Company of the following persons
and an indication of the principal activities performed by them outside of the Company:(a) members of the administrative, management or supervisory bodies; (b) partners withunlimited liability, in the case of a limited partnership with a share capital; (c) founders,
if the Company has been established for fewer than five years; (d) any senior manager
who is relevant to establishing that the Company has the appropriate expertise andexperience for the management of its business. The nature of any family relationshipbetween any of those persons. In the case of each member of the administrative,
management or supervisory bodies of the Company and of each person referred
to in points (b) and (d) of the first subparagraph, details of that person’s relevant
management expertise and experience and the following information: (a) the namesof all companies and partnerships where those persons have been a member of theadministrative, management or supervisory bodies or partner at any time in the previous
five years; (b) details of any convictions in relation to fraudulent offenses for at least
the previous five years; (c) details of any bankruptcies, receiverships, liquidations
or companies put into administration for at least the previous five years; (d) detailsof any official public incrimination and/or sanctions involving such persons by statutory
or regulatory authorities (including designated professional bodies) and whether they
have ever been disqualified by a court from acting as a member of the administrative,
management or supervisory bodies of an issuer or from acting in the management
or conduct of the affairs of any issuer for at least the previous five years.

3.2.1.2, 3.2.1.3
and 3.2.3

101, 103
and 114

12.2

Conflicts of interests, commitments related to appointments, restrictions
on the transfer of the Company’s securities

3.2.1.1, 3.2.1.2 96, 101 and 114
and 3.2.3

13Compensation and benefits

3.4

129-150

13.1

Compensation paid and benefits in kind granted by the Company and its subsidiaries

3.4

129

13.2

Total amounts set aside or accrued by the Company or its subsidiaries to provide
pension, retirement or similar benefits

3.4.1, 3.4.2, 3.4.3
and note 11
to the consolidated
financial statements

130, 132, 149
and 335

14

Board practices

3.2 and 3.3

96 and 115

14.1

Expiration date of the current term of office and the period during
which the person has served in that office3.2.1.2

101

14.2

Information about members of the administrative, management or supervisory bodies’
service contracts with the Company or any of its subsidiaries providing for benefits upon
termination of employment, or an appropriate statement to the effect that no such
benefits exist

3.2.3.4

114

14.3

Information about the Company’s Audit committee and Compensation committee

3.3.4.1 and 3.3.4.2

124 and 126

14.4

Statement as to whether or not the Company complies
with the corporate governance regime(s) applicable to the Company

3.1

96

14.5

Potential material impacts on corporate governance, including future changes
in the Board and committees composition

3.2 and 3.3

96 and 115

15

Employees

4.6.1

221-235

15.1

Number of employees at the end of the period covered by the historical financial
information and breakdown of persons employed by main category of activity
and geographic location

4.6.1

221

15.2

Shareholdings and stock-options

4.6.1.6 and 6.2.6

231 and 384

15.3

Arrangements for involving employees in the capital of the Company

4.6.1.6 and 6.3.4

231 and 386

16

Major shareholders

6.3

385-387

16.1

The name of any person other than a member of the administrative, management
or supervisory bodies who, directly or indirectly, has an interest in the Company’s capitalor voting rights which is notifiable under the Company’s national law, together withthe amount of each such person’s interest, or, if there are no such persons, an appropriate
statement to that effect that no such person exists

6.3.1

385

16.2

Different voting rights or an appropriate statement to the effectthat no such voting rights exist

6.3.3

385

16.3

Direct or indirect ownership or control over the Company

6.3.2

385

16.4

Any arrangements, known to the Company, the operation of which may at a subsequent
date result in a change in control of the Company

6.3.2

385

2023 Universal Registration Document

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Concordance and cross-reference tables

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424

Universal Registration Document

No.

Heading17

Related party transactions

Reference

Page(s)

6.1.3

380

18

Financial information concerning the Company’s assets and liabilities, financial positionand profits and losses

5.3 and 5.4

293 and 354

18.1

Historical financial information

Profile, ambition andstrategy and 8.3.1

8 and 421

18.1.1

Audited historical financial information covering the latest three financial years
and the audit report in respect of each year

5.3, 5.4 and 8.3.1

293, 354
and 42118.1.2

Change of accounting reference date

18.1.3

Accounting standards

18.1.4

Change of accounting framework

18.1.5

Audited financial information including the balance sheet, the income statement,a statement showing changes in equity, the cash flow statement, the accounting
policies and explanatory notes

18.1.6

Consolidated financial statements

5.3.2

297

18.1.7

Date of latest financial information

5.3.2 and 5.4.2

297 and 358

18.2Interim and other financial information

18.3

Audit of historical annual financial information

5.3.1 and 5.4.1

293 and 354

18.3.1

Independent audit of historical annual financial information

5.3.1 and 5.4.1

293 and 354

18.3.2Other information in the Universal Registration Document auditedby the statutory auditors

None

18.3.3

State the source and state that financial information in the Universal Registration
Document not extracted from the Company’s audited financial statements is not audited

None

18.4

Pro forma financial information

None

None
5.3.3 and 5.4.3

301 and 361

None5.3, 5.4 and 8.3.1

233, 354
and 421

None

18.5

Dividend policy

6.4.7

390

18.5.1

Policy on dividend distributions or an appropriate negative statement

6.4.7

390

18.5.2

Dividend per share

6.4.7

390

18.6

Legal and arbitration proceedings

2.1.2 and note 11.2.2
to the consolidated
financial statements

75 and 338

18.7

Significant change in the Company’s financial position

19

Additional information

None
Chapter 6378-393

19.1

Share capital

6.2

380

19.1.1

The amount of issued capital, the total of the Company’s authorized share capital,
the number of shares issued and fully paid and issued but not fully paid, the par value
per share and a reconciliation of the number of shares outstanding at the beginningand end of the year

6.2.1

380

19.1.2The number and main characteristics of any shares not representing capitalNone

19.1.3The number, book value and par value of shares held by the Company, on behalfof the Company or by subsidiaries of the Company

6.2.4

381

19.1.4

Convertible securities, exchangeable securities or securities with warrants

6.2.6

384

19.1.5

Information about and terms of any acquisition rights or obligations over authorized
but unissued capital or an undertaking to increase the capitalNone

19.1.6

Information about the capital of any member of the Group which is under option
or agreed conditionally or unconditionally to be put under option

None

19.1.7

History of share capital for the period covered by the historical financial information

6.2.2

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Concordance and cross-reference tables

Commission Delegated regulation (EU) 2019/980 of 14 March 2019supplementing regulation (EU) 2017/1129 – Annex 1

Universal Registration Document

No.

Heading

19.2

Memorandum and Articles of Association

19.2.1

Register and entry number therein; Company’s objects and purposes

6.1.1

378

19.2.2Rights, preferential rights and restrictions attaching to each class of existing shares

6.5.3

392

19.2.3

Any provision of the Company’s Articles of Association, statutes, charter or bylaws
that would have an effect of delaying, deferring or preventing a change in controlof the Company

6.5.2

392

20

Material contracts

1.4

69

21

Documents available

6.1.1

378

Commission Delegated regulation (EU) 2019/980 of 14 March 2019supplementing regulation (EU) 2017/1129 – Annex 2

Reference

Page(s)6.1.1 and 6.5

378 and 391

Universal Registration Document

No.

Heading1

Information to be disclosed about the Company

1.1

Information in accordance with the disclosure requirements for the registration
document for equity securities laid down in Annex 1

1.2

Statement that the Universal Registration Document may be used for the purposesof an offer to the public of securities or admission of securities to trading on a regulated
market if completed by amendments, if applicable, and an approved securities noteand summary and stating, if applicable, that the Universal Registration Document
has been filed with the competent authority without prior approval

Reference

Page(s)8.3.2

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Information about the Universal Registration Document
Concordance and cross-reference tables

8.3.3 Cross-reference table
This Universal Registration Document includes all the items of
the Company and Group management report as required byarticles L. 225-100, L. 225-100-1 and L. 22-10-35 of the French
Commercial Code (Code de commerce), as created by Orderno. 2020-1142 of 16 September 2020, establishing a specificdivision within the French Commercial Code for companies
whose securities are admitted to trading on a regulated
market (the “Order”), articles L. 232-1 II, L. 233-16, L. 233-26
and R. 225-102, as well as articles L. 225-102-1, and articles
L. 225-102-2, R. 225-105, R. 225-105-1 and L. 225-102-4
providing for the creation and deployment of a duty of careplan (I). It also contains all the information in the annual
financial report referred to in article L. 451-1-2 of the French
Monetary and Financial Code (Code monétaire et financier) andarticle 222-3 of the AMF general regulations (II).

426

In order to facilitate the reading of the management report
and the annual financial report mentioned above, the following
cross-reference table has been prepared to identify thesections constituting these reports.
The cross-reference table also helps to identify the informationthat must be included in the Board of Directors’ report on
corporate governance pursuant to articles L. 225-37, L. 22-10-8
and L. 22-10-9, L. 225-37-4, L. 22-10-10, L. 22-10-11, L. 225-197-1
and L. 22-10-59 of the French Commercial Code (III).
Finally, the cross-reference table lists the other reports preparedby the Board of Directors and the statutory auditors (IV).

No.

Information

I

MANAGEMENT REPORT

1

Position and activity of the Company and, where applicable, its subsidiaries and companies
under its control, over the past financial year

2

Results of operations of the Company, its subsidiaries and companies under its control

3

Key financial and non-financial performance indicators relating to the Company’s
and the Group’s specific businesses

Profile, ambition and strategy

4

Review of the business, results of operations and financial position (notably debt)

5.1, 5.2.1 and 5.2.2

5

Description of main risks and uncertainties (including the Company’s exposure to financial
and market risks)

6

Notes on the use of financial instruments and the Company’s financial and market risk
management policies and objectives

7

Significant events that have occurred since the end of the reporting period

8

Foreseeable developments

9

Research and development activities

10

Existing branches

11

Review of employee shareholding, share issues reserved for employees and of stock options
and free shares granted to employees

6.3.4

12

Transactions by executives and related parties in the Company’s securities

6.2.7

13

Non-financial performance reporting pursuant to the provisions of article L. 225-102-1of the French Commercial Code

4.1.5

14

Shareholdings in companies with registered offices in France and representing over 1/20,
1/10, 1/5, 1/3, 1/2 or 2/3 of these companies’ capital or voting rights

15

Transfer or disposal of shares undertaken to regularize cross shareholdings

16

Individual persons or corporate bodies holding directly or indirectly over 1/20, 1/10, 3/20, 1/5,
1/4, 1/3, 1/2, 2/3, 18/20 or 19/20 of the Company’s share capital or voting rights at generalshareholders’ meetings/legal threshold disclosures

6.3.1, 6.3.2, 6.3.5 and 6.3.6

17

Injunctions or fines for antitrust practices

2.1 and note 11.2.2 to theconsolidated financial
statements

18

Calculation and results of adjustment of conversion bases or of exercising of securities giving
access to capital and stock subscription or purchase options

19

Information on share buyback programs

6.2.4

20

Five-year financial summary

5.4.5

2023 Universal Registration Document

Reference
1.2
5.1.5

2.1
2.1.6
Note 15 to the consolidated
financial statements
5.2.1 and 5.2.2
1.1
Not applicable

6.1.2, note 16 to theconsolidated financial
statements and note 1 (1.1) tothe parent company financial
statements
Not applicable

3.5.2 and 6.2.6

Information about the Universal Registration Document
Concordance and cross-reference tables

No.

Information

21

Dividends paid during the last three financial years and dividends eligible for the 40% tax rebate

6.4.7

22

Loans of less than three years granted by the Company, outside the scope of its main businessactivities, to micro-enterprises, SMEs or intermediate-sized enterprises and justified by the
economic relations it has with the entities

Not applicable

23

Information on non-tax-deductible sumptuary expenses (article 223 quater of the French
General Tax Code [Code général des impôts])

7.2.2

24

Details of trade payables and receivables (article D. 441-4 of the French Commercial Code)

5.4.4

25

Information on financial risks linked to climate change and measures taken by the Company
to reduce them

2.1.3

26

Internal control and risk management procedures put in place by the Company, in particular
those relating to the preparation and processing of accounting and financial information

2.2

27

Information on the Company’s technological accident risk prevention policy, its ability to insure
its civil liability in terms of property and people due to its operations in classified facilities,
and resources provided to oversee the processing of victim compensation in the eventof a technological accident for which the Company can be held liable

8

Reference

2.1.1 and 2.2.6

28

Anti-corruption system

4.6.2

29

Plan de vigilance (duty of care plan) pursuant to article L. 225-102-4 of the French
Commercial Code

4.1.6

II

ANNUAL FINANCIAL REPORT

1Company financial statements

5.4.2 and 5.4.3

2

Consolidated financial statements

5.3.2 and 5.3.3

3

Statutory auditors’ report on the parent Company financial statements

5.4.1

4

Statutory auditors’ report on the consolidated financial statements

5.3.1

5

Management report

6

Board of Directors’ report on corporate governance prepared in accordance with article L. 225-37,
last paragraph of the French Commercial Code7

Declarations by the persons responsible for the annual financial report

8

Statutory auditors’ fees

9

Statutory auditors’ report on corporate governance prepared in accordance with article
L. 225-235 of the French Commercial CodeIII

BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE

1

Composition of the Board of Directors and diversity policy implemented including the principleof gender balance2

Conditions for the preparation and organization of the work of the Board of Directors

3

List of positions held and duties performed by each executive Director in all companies
during the reporting period

4

Potential limitations imposed by the Board on the powers of the CEO

5

Agreements entered into between an executive Director or a significant shareholder
and a Company subsidiary

6

Description and implementation of the procedure provided for in the second paragraphof article L. 22-10-12 of the French Commercial Code on assessing, on a regular basis,
whether the agreements relating to ordinary operations entered into under arm’s length
conditions meet such conditions

7

Summary table showing the authorizations to increase the share capital currently in force

8

Company’s management structure (only in the event of changes)

9

Where a Company voluntarily refers to a corporate governance code drawn up by businessorganizations: provisions that were disregarded and the reasons, as well as how the code
may be consulted

10

Where applicable, the reasons for the Company disregarding all the provisions of a corporate
governance code and rules respected in addition to legal requirements

See I of this cross-referencetable, and in particularsections 4, 5, 6, 7, 13, 16, 17
and III, 13 of this table
See III of thiscross‑reference table
8.1.2
Note 14 to the consolidated
financial statements
5.4.1

3.2.1.1, 3.2.1.2 and 3.2.2.3
3.3.2 to 3.3.4
3.2.1.3
3.3.1
Not applicable
3.2.3.5

6.2.5
Not applicable3.1

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Concordance and cross-reference tables

No.

Information

11

Specific conditions for shareholder participation in general shareholders’ meetings or referral
to the provisions of the Articles of Association that provide for these conditions

6.5.1 and 6.5.2

Reference

12

Compensation policy for executive Directors as provided for in article R. 22-10-14 of the French
Commercial Code

3.4.1.1 and 3.4.2.1

13

Information, as provided for in article L. 22-10-9 of the French Commercial Code, about each
executive Director, including those whose term of office has expired and those who have been
appointed during the last financial year

3.4.1.2 and 3.4.2.2

14

Factors likely to have an impact in the event of a public offering
Structure of the Company’s capital

6.2.1 and 6.3.1

Restrictions under the Articles of Association on the exercise of voting rights and share transfers,
clauses of agreements brought to the Company’s attention pursuant to article L. 233-11 of
the French Commercial Code

6.5.2

Direct or indirect interests in the Company’s share capital, of which it is aware pursuant
to articles L. 233-7 and L. 233-12 of the French Commercial Code

6.3.1, 6.3.2 and 6.3.4

List and description of bearers of securities with special controlling rights

Not applicable

Control mechanisms in place for an employee shareholding scheme where controllingrights are not exercised by the employees

Not applicable

Agreements between shareholders of which the Company is aware and which can entail
restrictions on the exercise of voting rights and share transfers

Not applicable

Rules applicable to the appointment and replacement of members of the Board of Directors,
and to amendments to the Company’s Articles of Association
Powers of the Board of Directors, in particular regarding share issues and buybacks
Company agreements which are amended or lapse in the event of a change of control

3.2.1.1, 3.2.3 and 3.3.2.2
3.3.1, 3.3.2.1, 6.2.4 and 6.2.5(1)

1.4 and note 6.3 to theconsolidated financial
statements

Compensation agreements for members of the Board of Directors or employees who resign
or are made redundant without just cause or who are terminated as a result of a public offering
15

Free share allocation and holding requirements for executive directors

IV

OTHER DOCUMENTS

1

Statutory auditors’ special report on related-party agreements

7.1

2

Proposed agenda for the annual general meeting of 15 May 2024

7.2.1

3

Proposed resolutions submitted to the annual general meeting of 15 May 2024

7.2.2

4

Board of Directors’ report to the combined annual general meeting of 15 May 2024

7.3

5

Statutory auditors’ report on the issue of shares and/or various securities withor without cancellation of preferential subscription rights

7.4

6

Statutory auditors’ report on the issuance of ordinary shares and/or marketable securities
reserved for employees subscribing to a company savings plan

7.5

7Declaration that the social and environmental information required in the management
report has been properly disclosed in accordance with legal and regulatory commitments

4.7.8

(1)

428

3.4.2.1 and 3.4.2.2

Except if this disclosure, other than where required by law, would have a significant negative impact on the Company’s interests.

2023 Universal Registration Document

3.4.2

Information about the Universal Registration Document
Glossary

8

Glossary
TermDefinition

Acrylic acidAn acid derived from propylene and mainly used as an intermediate in the preparationof superabsorbents and derivatives used in the manufacture of paints, inks or adhesives.

AIMS

Arkema Integrated Management System, an audit system that includes the Group’s own
requirements as well as those featured in standards endorsed by the Group, such as ISO 9001,
ISO 14001 and OHSAS 18001. In order to obtain external certifications, AIMS audits are conductedby mixed teams made up of Group auditors and auditors from a third-party accreditation body.

CEFIC

The European Chemical Industry Council.

CO2

Carbon dioxide.

CoRAP

The European Union’s Community Rolling Action Plan, part of REACH.

VOC

Volatile organic compound.

COD

Chemical oxygen demand, a parameter for measuring water pollution by organic materials,
the decomposition of which consumes oxygen.

Debottlenecking

A modification made to an industrial facility in order to increase production capacity.

Seveso III Directive

European directive no. 2012/18/EU of 4 July 2012 on the control of major-accident hazards
involving dangerous substances.

EBITDA

Recurring operating income (REBIT) plus recurring depreciation and amortization of property,
plant and equipment and intangible assets, the computation of which is detailed in note 4
to the consolidated financial statements in this document.

ECHA

The European Chemicals Agency, which is responsible for overseeing the REACH system.

EFPI (Environmental Footprint
Performance Indicator)

The intensive indicator used by the Group to offset the impact of changes in production scopeor volume and to monitor changes in its environmental performance with respect to the Group’s2030 targets compared with 2012.

EmulsionsBinders for paints, adhesives and varnishes produced by polymerization of monomers (acrylic, vinyl
and other) and forming a stable dispersion in water of polymer particles which, coated and dried,
form a continuous film.

SDS

Safety Data Sheet.

Recurring cash flow

Free cash flow excluding exceptional items (non-recurring cash flow and exceptional
capital expenditure).

Free cash flow

Cash flow from operations and net investing activities excluding the impact of portfolio
management, the computation of which is detailed in note 4 to the consolidated financial
statements in this document.

Non-recurring cash flow

Cash flow from other income and expenses as described in note 5.1.5 to the consolidated
financial statements in this document.

GHG

Greenhouse gas.

GHS

The Globally Harmonized System of Classification and Labeling of Chemicals, a major United
Nations initiative designed to harmonize the various chemical classification and labelingstandards used in different countries.

HCFCs

Hydrochlorofluorocarbons.

HF

Hydrofluoric acid.

HFCs

Hydrofluorocarbons; hydrogen-, carbon- and fluorine-based products that are mainly
used in refrigeration as substitutes to chlorofluorocarbons (CFCs), following the introductionof the Montreal Protocol.

HFOs

Hydrofluoorolefins, refrigerants with lower global warming potential. They are distinguishedfrom HFCs by the presence of at least one carbon-carbon double bond and constitutethe new generation of fluorogases.

Hydrazine hydrate

A nitrogen-, hydrogen- and water-based product used as an intermediate in agrochemicals,
pharmaceuticals, chemical synthesis, water treatment and blowing agents for plastics
and elastomers.

ICCA

The International Council of Chemical Associations.

Absolute indicator

An indicator expressed in absolute value (in tonnes of emissions, in millions of cubic metersor terawatt hours of consumption).

Intensive indicator

An indicator of intensity relative to production volumes.

Initiators

Products used to initiate chemical reactions.

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Information about the Universal Registration Document
Glossary

TermDefinition

Incentive scheme in France

A scheme set up to complement the profit-sharing plans required under French law in allof the Group’s companies in France. It gives all employees a share of Group profits and provides
incentives to meet certain performance objectives that promote the Group’s growth. Schemes
vary from subsidiary to subsidiary but most are based on the same principles. Incentives consistof (i) a bonus based on economic results, and (ii) a performance bonus defined by each facility
in line with its specific objectives.

Exceptional capital expenditure

A very limited number of investments that the Group presents separately in its financial
reporting due to their unusual size or nature, the amounts of which are detailed in note 4
to the consolidated financial statements in this document.

IRT

Institut de recherche technologique, a French technological research institute.

ISO 14001

An international standard that defines the criteria for introducing an environmental management
system in companies.

REBIT margin

Recurring operating income as a percentage of sales.

Mercaptans

Thio-alcohols and phenols.

SPOM

Suspended particulate organic matter present in water that can be recovered by physicalor mechanical means, such as filtration and sedimentation.

Methyl methacrylate

An essential raw material in the manufacture of polymethyl methacrylate (PMMA) sheets andpellets. Methyl methacrylate is also used in the fields of acrylic emulsions and plastic additives.

Impact modifiers

Additives introduced into certain products, in particular PVC, to make them more impact-resistant.

Non-woven

Textiles whose fibers are aligned in a random fashion.

NOx

Nitrogen oxides.

OECD

Organization for Economic Co-operation and Development.

SDGs

The Sustainable Development Goals, also known as the Global Goals, a United Nations worldwide
initiative to end poverty, protect the planet and ensure peace and prosperity for all (UN definition).

ODP (Ozone Depletion Potential)

An index measuring the impact of a given mass of gas in terms of contribution to the depletionof the ozone layer, expressed in relation to the impact of a chlorofluorocarbon.

Organic peroxides

Oxidizing organic products used as initiators for polymerization and as crosslinking agents.

PMMA

The ISO code for polymethyl methacrylate.

Polyamide

A polymer obtained by the reaction of a diacid on a diamine, or from the polymerizationof a monomer with both an acid and an amine function.

Polyamide 11 (PA 11)
and polyamide 12 (PA 12)

Thermoplastic polyamides, whose monomers have 11 and 12 carbon atoms, respectively.

Polyethylene

A plastic obtained by the polymerization of ethylene.

Polymers

Products made by polymerization.

Polymerization

The union of several molecules of one or more compounds (monomers) to form a large molecule.

Polyphthalamide (PPA)

A thermoplastic material from the polyamide family, obtained by polymerization of aromaticdiacids and aliphatic diamines, and characterized by a high melting point and highmechanical rigidity.

PPRT

Technological Risk Prevention Plan (plan de prévention des risques technologiques), a government
designed and implemented plan introduced by French Law no. 2003-699 of 30 July 2003 and therelevant implementing decrees, which strengthened the obligations imposed on companies
operating Seveso sites in France. PPRTs aim to control urban development around potentially
dangerous sites and to limit the impact of potential accidents.

Kyoto Protocol

An international agreement, entered into by 84 countries on 11 December 1997 in Kyoto (Japan),which was intended to supplement the May 1992 United Nations Framework Convention
on Climate Change (UNFCCC). The Kyoto Protocol entered into effect on 16 February 2005.

PSE

Process safety event.

PVC

The ISO code for vinyl polychloride or polyvinyl chloride.

PVDF

The ISO code for polyvinylidene fluoride.

2023 Universal Registration Document

Information about the Universal Registration Document
Glossary

TermDefinition

REACH (Registration, Evaluation
and Authorization of Chemicals)

Regulation (EC) no. 1907/2006 of the European Parliament and of the Council of 18 December 2006
concerning the registration, evaluation, authorization and restriction of chemicals.

RCMS

The Responsible Care® Management System.

REBIT

Recurring operating income, the computation of which is detailed in note 4 to the consolidated
financial statements in this document.

Responsible Care®

A voluntary initiative by the world chemical industry to achieve continuous progress in safety,
health and environment, managed in France by the UIC under the name Engagement de progrès®
(Commitment to progress).

Photocure resins

Synthetic resins that harden under the effect of ultraviolet light.

Crosslinking

The process by which transverse bonds are created to change a linear polymer
into a tridimensional polymer.

Return on average capital
employed (ROACE)

Recurring operating income (REBIT) of year Y over average capital employed at the end of years Y
and Y-1.

ROCE

Recurring operating income (REBIT) of year Y over capital employed at the end of year Y,
the computation of which is detailed in note 4 to the consolidated financial statementsin this document.

Spin-Off of Arkema’s Businesses

The transaction that is the subject of the prospectus received from the French financial markets
authority (Autorité des marchés financiers – AMF), visa no. 06-106 on 5 April 2006.

SO2

Sulfur dioxide.

SOx

Sulfur oxides.

SVHC

Substance of Very High Concern, a chemical substance that has been placed on the candidate
list for authorization under REACH.

EBITDA to cash conversion rate

Recurring cash flow divided by EBITDA, the computation of which is detailed in note 4
to the consolidated financial statements in this document.

Payout ratio

Dividend per share over adjusted net income per share.

Molecular sieves

Synthesized mineral products used to purify liquids and gases due to their ability to selectively
retain molecules of a gas or of a substance in solution or suspension.

SurfactantsCompounds that increase the spreading and wetting properties of a liquid by lowering its surface
tension.

UIC

Union des industries chimiques (Union of Chemical Industries). The professional bodyof the chemical industry in France.

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