NOTICE OF CONDITIONAL REDEMPTION

Styrolution Group GmbH

7.625% Senior Secured Notes due 2016

Common Code Numbers: 062809116* (Rule 144A) and 062808942* (Regulation S)

ISIN Numbers: XS0628091166* (Rule 144A) and XS0628089426* (Regulation S)

NOTICE IS HEREBY GIVEN that in accordance with Sections 3.04, 13.02(b) and 13.02(d) of the Indenture dated as of May 18, 2011 (as heretofore amended, supplemented or otherwise modified, the "Indenture"), among Styrolution Group GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany (the "Company"), the guarantors listed therein,  Citibank, N.A., London Branch, as trustee (the "Trustee"), principal  paying agent, transfer agent and registrar, and Citicorp Trustee Company Limited as security trustee, the Company has elected to redeem (subject to satisfaction or waiver of the condition described below) (the "Redemption") all of its outstanding 7.625% Senior Secured Notes due 2016 (the "Notes") on the Redemption Date (as defined below).  The Redemption Price (as defined below) will be paid to holders of record as of the Record Date (as defined below).  Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture.

The terms and conditions of the Redemption are as follows:

1. The Company's obligation to complete the Redemption is conditioned upon the completion of one or more financing transactions for the purpose of redeeming the Notes (among other things) by any of (i) the Company or (ii) INEOS Styrolution Holding GmbH and/or one or more of its subsidiaries or affiliates and the on-lending of a portion of the proceeds therefrom to the Company pursuant to one or more intercompany loans, in each case, that are reasonably satisfactory to the Company in its discretion and result in aggregate net proceeds to the Company in a sufficient quantity to pay the Redemption Price (as defined below) for the Notes, including applicable premium, in full and pay all related expenses on or prior to the Redemption Date (the "Refinancing Condition").  Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Refinancing Condition is satisfied or waived by the Company.  The Company will inform Holders of Notes by press release at least one Business Day prior to the Redemption Date as to whether the Refinancing Condition will be satisfied or waived.  If the Refinancing Condition is not satisfied or waived by September 1, 2014, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof.

2. The redemption date for the Notes shall be, subject to the satisfaction or waiver of the Refinancing Condition, August 5, 2014, provided that if the Refinancing Condition shall not have been satisfied or waived by August 4, 2014, the redemption date for the Notes shall be the Business Day immediately following the satisfaction of the Refinancing Condition (the "Redemption Date").  The Redemption Date, if such date occurs, will not occur later than September 2, 2014.

3. The record date shall be the Business Day immediately preceding the Redemption Date (the "Record Date").

4. The redemption price payment will be made in accordance with paragraph 6 (Optional Redemption) of the Notes.  The redemption price (the "Redemption Price") will be equal to:

• 102.859% of the principal amount of the Notes to be redeemed, plus
•  any Additional Amounts and accrued and unpaid interest, if any, from May 15, 2014, to, but not including, the Redemption Date.

5. The Notes must be surrendered to Citibank, N.A, London Branch, as Paying Agent,  to collect the Redemption Price.  Payment of the Redemption Price will be made on or after the Redemption Date upon presentation and surrender of the Notes at the following address:

6. On the Redemption Date, assuming satisfaction or waiver of the Refinancing Condition, the Redemption Price will become due and payable upon each Note to be redeemed.  Unless the Company defaults in making such redemption payment, interest on the Notes will cease to accrue on and after the Redemption Date and the only remaining right of Holders will be to receive payment of the Redemption Price in respect of the redeemed amount.

7. The redemption of the Notes is being effected pursuant to paragraph 6 (Optional Redemption) of the Notes and in accordance with Article Three of the Indenture. 

NOTICE: The Trustee will withhold under the U.S. backup withholding rules 28% of any payment that is made upon redemption of a Note unless the Holder, when presenting the Notes, delivers a properly completed IRS Form W-9 or the Holder otherwise establishes an exemption from such backup withholding.

Styrolution Group GmbH
 

Date:  July 4, 2014