CHARTER OF THE
SUSTAINABILITYCOMMITTEE OF THE
BOARD OF DIRECTORS
Arcadium Lithium plc(the “Company”)
Adopted effective as of January 4, 2024

2I.

PurposeThe Sustainability Committee shall assist the Board of Directors (the “Board”) in the effective
discharge of its responsibilities in the areas of sustainability, primarily in the areas of safety,health, environment, climate change, communities and social license.
II. Composition and Meetings
The Sustainability Committee shall consist of no fewer than three members of the Board, one ofwhom shall serve as Chair. The members of the Sustainability Committee and its Chair shall beappointed by the Board upon the recommendation of the Nominating and Corporate
Governance Committee. Sustainability Committee members may be replaced by the Board atany time.
The Sustainability Committee shall meet as scheduled by its Chair. The Chair, in consultation
with the other Sustainability Committee members, shall establish meeting agendas. TheSustainability Committee shall meet as often as it determines. The Sustainability Committee
may request any officer or employee of the Company or the Company’s outside counsel toattend a meeting of the Sustainability Committee or to meet with any members of, orconsultants to, the Sustainability Committee. Assisting the Sustainability Committee will be theChief of Sustainability and Global Communications, who will serve as the Sustainability
Committee’s executive secretary. Minutes of each meeting of the Sustainability Committee shallbe prepared and distributed to each director of the Company and the Secretary of the Company
promptly after each meeting. The Sustainability Committee may form and delegate authority tosubcommittees, other than any power or authority required by law or stock exchange
requirements to be exercised by the Board or the Sustainability Committee as a whole.
Delegation by the Sustainability Committee to any subcommittee shall not limit or restrict theSustainability Committee on any matter so delegated. The action of the Sustainability
Committee at a meeting at which a quorum is present shall be the act of the Sustainability
Committee. The Sustainability Committee may act in writing by the unanimous consent of its
members, and transmission of consent via email or other electronic means will be considered awriting for this purpose.
The Sustainability Committee shall have the sole authority to retain and supervise one or more
outside advisors to advise the Sustainability Committee on matters within the Sustainability
Committee’s responsibility and to terminate any retained advisor. In addition, the Sustainability
Committee shall have the sole authority to approve the fees of an outside advisor and otherretention terms. The Company shall provide for appropriate funding, as determined by theSustainability Committee, for payment of reasonable compensation to any advisor retained by
the Sustainability Committee and for payment of ordinary administrative expenses of theSustainability Committee.
A number of directors equal to 33% or more of the Sustainability Committee (but in no event
fewer than two) shall constitute a quorum of the Sustainability Committee for the transaction ofbusiness. A majority of members present may adjourn the meeting from time to time until aquorum is present. In the Chair’s absence, the Chair may designate a member of theSustainability Committee to serve as chair for the meeting or, in the absence of suchdesignation, a majority of the members present at the meeting shall appoint a chair forthe meeting.

3III. Authority, Duties and Responsibilities
The Sustainability Committee shall provide oversight over the Company’s sustainability
programs. This will include the review of periodic reports from management.
The Sustainability Committee’s scope of oversight will include the following areas:•

The company’s social license to operate.

•

Engagement with first nations people and other local communities.

•

Employee and contractor occupational safety and health.

•

Process safety programs.

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Environmental performance and risk mitigation programs.

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The Company’s response to climate change and de-carbonization of theCompany’s business.

•

Modern slavery and human rights in supply chain.

•Tailings storage facilities.

•Sustainability disclosures, management systems (including ISO managementsystems) and the Company’s Sustainability Program and other corporate social
responsibility programs.

•Any audits and assurance of sustainability data and data collection methodology.

IV. Assessment
The Sustainability Committee shall periodically review and reassess the adequacy of thisCharter and recommend any proposed changes to the Board for approval.
The Sustainability Committee shall conduct a self-assessment of its performance annually.