Arkema — Capital/Financing Update 2015

Jan 16, 2015

Final Terms dated 16 January 2015

Arkema

Euro 2,000,000,000 Euro Medium Term Note Programme for the issue of Notes

SERIES NO: 2

TRANCHE NO: 1

Euro 700,000,000 1.500 per cent. Notes due 20 January 2025 Issued by Arkema (the "Issuer")

CITIGROUP CM-CIC COMMERZBANK NATIXIS SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 19 December 2014 which has received visa no. 14-664 from the Autorité des marchés financiers (the "AMF") on 19 December 2014 which constitutes a base prospectus for the purposes of the Directive 2003/71/EC, as amended (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the websites of the AMF (www.amf-france.org) and of Arkema (http://www.arkema.com/en/investor-relations/financials/debt/index.html) and printed copies may be obtained from Arkema at 420 rue d'Estienne d'Orves, 92700 Colombes, France.

1	Issuer:		Arkema
$\overline{2}$	(i)	Series Number:	2
	(ii)	Tranche Number:	1
		(iii) Date on which the Notes become fungible:	Not Applicable
3		Specified Currency or Currencies:	Euro ("EUR")
4	Aggregate Nominal Amount:
	(i)	Series:	EUR 700,000,000
	(ii)	Tranche:	EUR 700,000,000
5		Issue Price:	99.001 per cent. of the Aggregate Nominal Amount
6	Specified Denomination(s):		EUR 100,000
7	(i)	Issue Date:	20 January 2015
	(ii)	Interest Commencement Date:	20 January 2015
8		Maturity Date:	20 January 2025
9		Interest Basis:	1.500 per cent. per annum Fixed Rate (further particulars specified below)
10	Redemption Basis:		Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
11	Change of Interest Basis:		Not Applicable
12	Put/Call Options:		Residual Call Option Make-Whole Redemption by the Issuer Change of Control Put Option (further particulars specified below)
13	(i)	Status of the Notes:	Senior
	(ii)	Date of Board approval and decision for issuance of Notes	Decision of the Conseil d'administration of Arkema dated 16 September 2014 and decision of Thierry Le

Henaff, Président-Directeur général of the Issuer dated 13 January 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

obtained:

14	Fixed Rate Note Provisions	Applicable
	Rate of Interest: (i)	1.500 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii) Interest Payment Date(s):	20 January in each year commencing on 20 January 2016 and ending on 20 January 2025
	(iii) Fixed Coupon Amount(s):	EUR 1,500 per Note of EUR 100,000 Specified Denomination
	(iv) Broken Amount(s):	Not Applicable
	Day Count Fraction: (v)	Actual/Actual (ICMA)
	(vi) Determination Dates:	20 January in each year
	(vii) Interest Rate Adjustment:	Not Applicable
15	Floating Rate Note Provisions	Not Applicable
16	Zero Coupon Note Provisions	Not Applicable
17	Inflation Linked Notes - Provisions relating to CPI or HICP Linked Interest	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
18	Call Option	Not Applicable
19	Make-Whole Redemption by the Issuer	Applicable
	Notice period: (i)	As per Condition $6(d)$
	Reference Security: (ii)	The 1.00 per cent. Bundesobligationen of the Bundesrepublik Deutschland due 15 August 2024 with ISIN DE0001102366
	(iii) Reference Dealers:	As per Condition $6(d)$
	(iv) Similar Security:	Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes

(v) Party, if any, responsible for calculating the principal and/or interest due (if not the Calculation

		Agent):	Not Applicable
		(vi) Redemption Margin:	0.15 per cent. per annum
20	Put Option		Not Applicable
21	Residual Call Option		Applicable
	(i)	Call Option Date:	20 October 2024
	(ii)	Notice period:	As per Condition $6(c)$
22		Change of Control Put Option	Applicable
23	Final Redemption Amount of each Note Inflation Linked Notes - Provisions relating to the Final Redemption Amount:		EUR 100,000 per Note of EUR 100,000 Specified Denomination
			Not Applicable
24		Early Redemption Amount
	(i)	Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(i)), for illegality (Condition $6(m)$ or on event of default (Condition 9):	EUR 100,000 per Note of EUR 100,000 Specified Denomination
		(iii) Redemption for taxation reasons permitted on days others than Interest Payment Dates:	Yes
		(iv) Unmatured Coupons to become void upon early redemption (Materialised Bearer Notes only):	Not Applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
25		Form of Notes:	Dematerialised Notes
	(i)	Form of Dematerialised Notes:	Bearer dematerialised form (au porteur)
	(ii)	Registration Agent:	Not Applicable
	(iii)	Temporary Global Certificate:	Not Applicable
	(iv)	Applicable TEFRA exemption:	Not Applicable
26		Exclusion of the possibility to request identification of the Noteholders as provided by Condition 1(a):	Not Applicable
27	Financial Centre(s) (Condition 7(h)):		Not Applicable
28		Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	Not Applicable
29		Details relating to Instalment Notes:	Not Applicable

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Redenomination, renominalisation and reconventioning provisions:	Not Applicable
Consolidation provisions:	Not Applicable
Purchase:	Applicable
Repurchase Event:	Not Applicable
Masse (Condition 11):	Contractual Masse shall apply
	Name and address of the Representative:
	MASSQUOTE S.A.S.U. 7, bis rue de Neuilly F-92110 Clichy France
	Mailing address :
	33, rue Anna Jacquin
	92100 Boulogne Billancourt France
	Represented by its Chairman
	Name and address of the alternate Representative:
	Gilbert Labachotte
	8 Boulevard Jourdan
	75014 Paris

France

The Representative will be entitled to a remuneration of €400 (VAT excluded) per year, payable on each Interest Payment Date with the first payment at the Issue Date.

RESPONSIBILITY

30

$31$

32 33

34

The Issuer accepts responsibility for the information contained in these Final Terms.

Mapres

Signed on behalf of Arkema: By: Christiane Chapuis, Directeur Financement Trésorerie Duly authorised

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $1.$

Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect from 20 January 2015
EUR 12,000
The Notes to be issued have been rated
$S\&P$ : BBB
Moody's: Baa2
S&P and Moody's are established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended)

$3.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

$\overline{4}$ . YIELD

$2.$

Indication of yield:

1.609 per cent. per annum The yield is calculated at the Issue Date on the basis of

the Issue Price. It is not an indication of future yield

5. OPERATIONAL INFORMATION

ISIN Code:

Common Code:

Depositaries

• (i) Euroclear France to act as Central Depositary:
• (ii) Common Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme:

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream, Banking, société anonyme and the relevant identification number(s):

Delivery:

Names and addresses of additional Paying Agent(s) (if any):

FR0012452191

117018466

Yes

No

Not Applicable

Delivery against payment

Not Applicable

6. DISTRIBUTION

(i)	Method of distribution:	Syndicated
(ii)	If syndicated:
	(A) Names of Managers:	Citigroup Global Markets Limited CM-CIC Securities Commerzbank Aktiengesellschaft Natixis Société Générale
	(B) Stabilising Manager(s) if any:	Not Applicable
(iii)	non-syndicated, If and name address of Dealer:	Not Applicable
(iv)	US Selling Restrictions (Categories of potential investors
	to which the Notes are offered):	Reg. S Compliance Category 2 applies to TEFRA not applicable

the Notes;

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