UNIVERSAL REGISTRATION DOCUMENT NEW VERSION OF THE REFERENCE DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT 2019 MESSAGE OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER 2 PROFILE, AMBITION AND STRATEGY 4 Profil e 4 Ambition 10 Strategy 15 Business model and value creation 26 Governance 30 16INNOVATION AND INFORMATION BUSINESS OVERVIEW 35 ABOUT THE COMPANY AND 1.1 Innovation strategy AFR 36 ITS SHARE CAPITAL AFR 343 1.2 Business overview AFR 45 6.1 Legal presentation of the Group 344 1.3 Corporate departments 58 6.2 Share capital 346 1.4 Material contracts AFR 61 6.3 Share ownership 353 6.4 Stock market 356 6.5 Extract from the Articles of Association 360 2 RISKS AND INTERNAL CONTROL AFR 63 2.1 Main risks 64 7 ANNUAL GENERAL 2.2 Global internal control and risk management MEETING AFR 365 procedures 78 7.1 Statutory auditors’ special report on related- party agreements and commitments 366 7.2 Proposed agenda and proposed resolutions 3 CORPORATE GOVERNANCE 85 submitted to the annual general meeting 368 3.1 Compliance with the corporate governance 7.3 Board of Directors’ report on the resolutions system AFR 86 submitted to the annual general meeting 3.2 Composition of administrative of 19 May 2020 379 and management bodies AFR 87 7.4 Statutory auditors’ report on the issuance of 3.3 Operating procedures of administrative and ordinary shares and/or marketable securities management bodies AFR 104 reserved for employees subscribing to a company savings plan 385 3.4 Compensation and benefi ts awarded to executives and directors AFR 116 7.5 Statutory auditors’ report on the issue of shares and/or various securities with or without 3.5 Share-based compensation 134 cancellation of preferential subscription rights 387 4 CORPORATE SOCIAL 8 INFORMATION ABOUT THE RESPONSIBILITY 143 UNIVERSAL REGISTRATION 4.1 Arkema’s corporate social responsibility (CSR) DOCUMENT 389 approach AFR 144 8.1 4.2 Sustainable solutions AFR 157 Person responsible for the Universal Registration Document and persons responsible for auditing 4.3 Responsible manufacturer 164 the fi nancial statements AFR 390 4.4 Open dialogue and close relations with 8.2 Person responsible for the information 391 stakeholders AFR 189 8.3 Concordance and cross-reference tables 391 4.5 Reporting methodology 215 5 FINANCIAL AND GLOSSARY 401 ACCOUNTING INFORMATION AFR 237 5.1 Comments and analysis on the consolidated fi nancial statements 238 5.2 Trends and outlook 250 5.3 Consolidated fi nancial statements 252 5.4 Company's annual fi nancial statements 320 The different parts constituting the annual fi nancial report are identifi ed in the table of contents by the pictogram AFR UNIVERSAL REGISTRATION DOCUMENT (NEW VERSION OF THE REFERENCE DOCUMENT) INCLUDING THE ANNUAL FINANCIAL REPORT 2019 This document is a free translation of the French language Universal Registration Document that was fi led on 26 March 2020 with the French fi nancial markets authority (Autorité des marchés fi nanciers- AMF) as competent authority under Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of Regulation (EU) 2017/1129. 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 a securities note and, if applicable, a summary and all amendments to the Universal Registration Document approved in accordance with Regulation (EU) 2017/1129. 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 reference document, the French reference document shall prevail. 1 Universal Registration Document 2019 - ARKEMA MESSAGE FROM THIERRY LE HÉNAFF CHAIRMAN AND CHIEF EXECUTIVE OFFICER Ladies and Gentlemen, ARKEMA ACHIEVED ANOTHER These results bear out the solidity and resilience of HIGH-LEVEL FINANCIAL our Group in an economic environment marked by PERFORMANCE IN 2019 ongoing geopolitical tensions and a slowdown in certain key end markets. In a less favorable macroeconomic context, Arkema They also demonstrate the quality of the Group’s reported sales of €8.7 billion – globally in line with business portfolio and vindicate our transformation last year – and an EBITDA of €1,457 million, which strategy towards specialties. These businesses was also comparable to the record performance represented 72% of the Group sales in 2019 and delivered in 2018. their EBITDA jumped by 13%. Specialties helped Our cash generation remained very solid over the offset the overall decline in intermediary businesses, period and free cash fl ow reached an all-time high due in particular to challenging market conditions for of €667 million, signifi cantly up on last year, with an Fluorogases. EBITDA to cash conversion rate of 52%. Universal Registration Document 2019 - ARKEMA 2 Our results also refl ect the responsiveness and daily efforts made Building on the progress already achieved in the environmental by Arkema’s teams to adapt to the volatile macroeconomic fi eld since 2012, the Group unveiled this year an ambitious environment. climate plan covering the period through 2030 to keep global On the strength of this performance, the Board of Directors, warming to well below 2°C, in line with the Paris Agreement. confi dent in the Group’s growth prospects, has decided to Arkema is targeting a reduction in its greenhouse gas emissions propose an 8% increase in the dividend to €2.70 per share. by 38% in 2030 in absolute term compared with 2015, and has also committed to new, more stringent environmental targets for its emissions to air, water and its net energy purchases. THE GROUP’S TRANSFORMATION These commitments together with the progress made in TOWARDS SPECIALTY BUSINESSES appointing more women to senior management positions, FURTHER CONTINUES contribute to Arkema's ambition to consolidate its position among the best-in-class committed players in terms of CSR. In line with its strategy of focusing on specialty businesses, Arkema made several bolt-on acquisitions in 2019. These involved both medium-sized companies such as ArrMaz in 2020 IS MARKED BY THE EXCEPTIONAL specialty surfactants, and smaller-sized operations in adhesives CONTEXT LINKED TO THE COVID-19 with Prochimir and LIP, and in photoinitiators with the acquisition of Lambson. The Group also announced the proposed disposal The beginning of the year is marked by the major crisis linked of its intermediate chemicals Functional Polyolefi ns business to to the rapid development of the Covid-19 throughout the world, SK Global Chemical, a major chemical player in South Korea. which keeps growing since its emergence in China. Its impact on 2019 was also a strong year for major organic growth projects, the global economy will be signifi cant and is still very uncertain. notably with the start-up of our fi rst PEKK plant in the United In response to this outbreak, the Group's priority is the health States, a 50% increase in specialty polyamide powders and safety of its employees, and the appropriate measures are production capacity in Mont, France, a 30% production put in place in our facilities to ensure the best health protection capacity increase at Sartomer in China, and the inauguration for all. Home offi ce is also largely favored when compatible of a new powder coating resins unit in India. with business continuity requirements. In addition, Arkema has rapidly implemented, in the countries where it operates, the Finally, on the innovation front, we opened a joint R&D facility necessary action plans to adapt to the situation and limit its in France with our partner Hexcel to develop composite solutions economic consequences. The Group also benefi ts from a very for the aerospace sector, and inaugurated a global 3D printing solid fi nancial structure. center of excellence in Serquigny. I want to express all my support for those affected and more particularly for our employees and their beloved ones. In this CORPORATE SOCIAL RESPONSIBILITY IS complex environment, which requires constant adaptation, the AN INTEGRAL PART OF OUR GROWTH commitment of our teams is remarkable and I thank them for this. STRATEGY On the long term, alongside the Board of Directors and the Executive Committee, I am convinced of the soundness of Arkema has continued to harness sustainable development our growth strategy, built around our three closely-interlinked innovations to develop customer solutions in the areas of platforms, namely adhesives, advanced materials and lightweight materials, new energies and bio-based products performance coatings. This strong, ambitious value-creation that help achieve United Nations’ Sustainable Development model, in line with the strategy deployed in 2006, is rooted in Goals and meet the world’s major current and future challenges, the continuous engagement and talent of our 20,500 employees such as population growth, climate change and the increasing throughout the world. scarcity of natural resources. Moreover, Arkema has always been committed to a responsible Thierry Le Hénaff production approach, focused primarily on employee safety, environmental performance, reliable production facilities, and open dialogue with stakeholders