2009 Reference document ARKEMA-COUV-DOCDEREF-OK GB.indd 1 1/04/10 19:21:29 Reference Document 2009 This document is a free translation of the French language reference document that was fi led with the Autorité des marchés fi nanciers (the “AMF”) on 1 April 2010 . It has not been approved by the AMF. 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 ARKEMA 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. In accordance with the General Regulation of the Autorité des marchés fi nanciers, notably article 212-13, the French language version of this document was fi led with the Autorité des marchés fi nanciers on 1 April 2010 with number D.10-0209. This document may only be used in connection with a fi nancial operation if it is completed by a prospectus which has received the visa of the Autorité des marchés fi nanciers. This document has been prepared by the issuer under the responsibility of its signatories. Pursuant to article 28 of European Commission (EC) rule n° 809/2004, this reference document incorporates by reference the following information: ● the consolidated fi nancial statements for the year ended 31 December 2008 included in chapter 20 of the reference document granted visa n° R.09-024 by the Autorité des marchés fi nanciers on 21 April 2009, as well as the statutory auditors’ reports related thereto; ● the consolidated fi nancial statements for the year ended 31 December 2007 included in chapter 20 of the reference document granted visa n°R.08-026 by the Autorité des marchés fi nanciers on 17 April 2008, as well as the statutory auditors’ reports related thereto; ● the comparative analysis between the 2008 consolidated fi nancial statements and the 2007 consolidated fi nancial statements included in chapter 9 of the reference document granted visa n° R.09-024 by the Autorité des marchés fi nanciers on 21 April 2009. Reference Document 2009 /1 Contents 01 Persons responsible for the reference 10 Cash and shareholders’ equity 65 document and for information 5 10.1 Description of Group cash fl ow 66 1.1 Person responsible for the reference document 5 10.2 Borrowing terms and conditions and fi nancing 1.2 Declaration by the person responsible structure of the Group 66 for the reference document 5 10.3 Off-balance sheet commitments 67 1.3 Person responsible for information 6 10.4 Information on restrictions on the use of capital that has signifi cantly infl uenced or may signifi cantly infl uence, directly or indirectly, the Group’s Business 67 02 Persons responsible for auditing 10.5 Anticipated sources of fi nancing the fi nancial statements of Arkema S.A. 7 for future investments 67 10.6 Dividend policy 67 03 Selected fi nancial information 9 11 Research and Development 69 11.1 Research and Development 70 04 Business overview 11 11.2 Industrial property rights 72 4.1 Presentation of the Group’s industry sector 12 4.2 General presentation of the Group 12 4.3 Strategy and competitive advantages 16 12 Information on market trends 73 4.4 Overview of the Group’s business segments 17 12.1 Main trends 74 12.2 Factors likely to affect the Group’s outlook 74 05 Information about the Company 27 5.1 Information about the Company 28 13 Outlook 75 5.2 Capital expenditure 29 14 Administrative bodies and general 06 Risk factors 31 management of the Company 77 6.1 Dependence factors 32 14.1 Board of Directors 78 6.2 Main risks 33 14.2 Management 82 6.3 Insurance 42 14.3 Declarations regarding administrative bodies 83 6.4 Litigation 43 14.4 Confl icts of interest within administrative bodies and management 84 14.5 Information regarding service contracts 84 07 Simplifi ed legal organization chart 45 14.6 Stock transactions by the directors and members of the Executive Committee of Arkema S.A. 84 08 Property, plant and equipment 47 8.1 Property, plant and equipment 48 15 Functioning of administrative 8.2 Environment and industrial safety 48 and management bodies 85 15.1 Functioning and powers of the Board of Directors 86 15.2 Chairman of the Board of Directors and Chief 09 Analysis of the Group Executive Offi cer 87 and the Company’s fi nancial condition 55 15.3 Conditions for the preparation and 9.1 Analysis of the Group’s fi nancial condition organization of the work of the Board of Directors 88 and results 56 15.4 Principles and rules for determining 9.2 Comments and analysis on consolidated compensation and all other benefi ts fi nancial statements for 2008 and 2009 56 paid to offi cers of the Company 93 9.3 Financial information on the Company’s 15.5 Limitations on the powers fi nancial statements, fi nancial condition of Chief Executive Offi cer 93 and results 63 15.6 Vice-Executive Offi cer 93 9.4 Fees paid to statutory auditors 64 15.7 Internal control procedures 94 15.8 Compliance with corporate governance system 100 /2 Reference Document 2009 16 Compensation and benefi ts 101 22 Signifi cant contracts 211 16.1 Compensation (including conditional 22.1 Signifi cant contracts 212 or deferred compensation) and benefi ts in kind 22.2 Guarantees and indemnities awarded by the Company and its subsidiaries 102 from the Total Group 214 16.2 Total amounts covered by provisions or recorded elsewhere by the Company and its subsidiaries for purposes of paying pension, retirement or other benefi ts 105 23 Information provided by third parties, statements by experts and declarations of interest 215 17 Employees 107 17.1 Human resources policy 108 17.2 Safety in Action 113 24 Documents available to the public 217 17.3 Dialogue with social partners 24.1 Place where documents and information and Group’s development 114 relating to the Company may be consulted 218 17.4 Welfare - Retirement 117 24.2 Annual document prepared in accordance 17.5 Collective compensation, employee savings with articles 222-7 and 221-1 of the general schemes and employee share ownership 118 regulations of the Autorité des marchés fi nanciers 218 17.6 Corporate citizenship and welfare initiatives 119 25 Information on shares held 18 Main shareholders 121 by the Company 223 18.1 Share ownership and voting rights 122 18.2 Double voting rights and limitations on number of voting rights 124 Annexes 231 18.3 Termination of limitations on number 26 of voting rights 124 18.4 Control of the Company 124 27 Glossary 251 19 Related party transactions 125 28 Cross-reference table 255 20 Financial information concerning the assets, fi nancial conditions 29 Reconciliation table 261 and results of the issuer 127 20.1 Report from statutory auditors on consolidated fi nancial statements 128 20.2 Consolidated fi nancial statements at 31 December 2009 130 20.3 Notes to the consolidated fi nancial statements 135 20.4 Report from statutory auditors on Company’s fi nancial statements 185 20.5 Company’s fi nancial statements at 31 December 2009 187 20.6 Notes to the Company’s fi nancial statements at 31 December 2009 190 20.7 Results of the Company in the last 5 years 200 21 Additional information 201 21.1 Share capital 202 21.2 Memorandum and Articles of Association 206 Reference Document 2009 /3 General comments In this reference document: results, performance and achievements differing signifi cantly from the stated or implied targets. These factors may include changes ● “Arkema S.A.” or “Company” means the company named in economic or trading conditions and regulations, as well as the Arkema, whose shares are listed on Euronext™ Paris; factors set out in chapter 6 of this reference document. ● “Group” or “ARKEMA” means the group composed of Arkema S.A. Investors are urged to pay careful attention to the risk factors and all the subsidiaries and shareholdings held directly or described in chapter 6 of this reference document. One or more of indirectly by Arkema S.A. these risks could have an adverse effect on the Group’s activities, This reference document contains forward-looking statements condition, fi nancial results or targets. Furthermore, other risks not yet about the Group’s targets and outlook, in particular in chapters 12 identifi ed or considered as insignifi cant by the Group could have and 13. Such statements may in certain cases be identifi ed by the the same adverse effect. use of the future or conditional tense, or by forward-looking words This reference document also contains details of the markets in including but not limited to “believes”, “targets”, “expects”, “intends”, which the Group operates. This information is derived in particular “should”, “aims”, “estimates”, “considers”, “wishes”, “may”, etc. These from research produced by external organizations. Given the very statements are based on data, assumptions and estimates that rapid pace of change in the chemicals sector in France and the the Group considers to be reasonable. They may change or be rest of the world, this information may prove to be erroneous or out amended due to uncertainties linked to the economic, fi nancial, of date. Accordingly, trends in the Group’s business activities may competitive, regulatory and climatic environment. In addition, the differ from those set out in this reference document.