The Board of Directors proposes to appropriate the profit of 2019 of Clariant Ltd in the amount of CHF 11 295 791 as follows.

Proposed distribution through capital reduction by way of a par value reduction

The Board of Directors proposes (in place of a dividend) a distribution through capital reduction by way of a par value reduction of CHF 0.55 per registered share, as a result of a reduction of the par value reduction from CHF 3.70 to CHF 3.15 per registered share. The proposed payout would reduce the share capital by CHF 182 566 559.45. The proposed payout of the par value reduction of CHF 0.55 is subject to approval by the ordinary General Meeting of shareholders and subject to the fulfillment of the necessary requirements and the entry of the share capital reduction in the Commercial Register of the Canton of Baselland. If approved by the Annual General Meeting the payment will be made as soon as practicable, following the expiry of the two-month-period pursuant to article 733 Swiss Code of Obligations and the subsequent registration of the share capital reduction in the Commercial Register.

Proposed extraordinary distribution (conditional resolution)

The composition of the extraordinary distribution (confirmed capital contribution reserves (foreign and other) and voluntary retained earnings) is subject to definitive and formal approval by the Swiss Federal Tax Administration (on Form 170 new version). If such approval shall not be given by the Swiss Federal Tax Administration by the time of the extraordinary distribution, the extraordinary distribution may otherwise be paid as follws:

This extraordinary distribution shall be subject to the condition precedent that the closing of the share purchase agreement by and between Clariant Ltd and PolyOne Corporation regarding the sale and purchase of Clariant’s global Masterbatches business (excluding India) shall have occurred. The Board of Directors shall inform the shareholders by press release about the satisfaction of this condition precedent.

The Board of Directors shall set the ex-date, the record date and the payment date of the extraordinary distribution. Payment shall be made as soon as practicable following the satisfaction of the condition precedent.