A GLOBAL LEADER IN UNSATURATED POLYESTER RESINS,

VINYL ESTER RESINS AND GELCOATS

NEW YORK,Dec. 3,2024 -- KPS Capital Partners,LP ("KPS") announced today that,through a newly formed affiliate,it has signed a definitive agreement to acquire INEOS Composites (the "Company") from INEOS Enterprises Holdings II Ltd ("INEOS Enterprises") for an estimated consideration of approximately €1.7bn at completion. Completion of the transaction is expected in the first half of 2025 subject to regulatory approvals and consultation processes (in particular,with respect to the French business,for which the parties have entered into exclusive negotiations).

INEOS Composites is a leading global manufacturer of unsaturated polyester resins,vinyl ester resins and gelcoats used in the production of plastic composites for a wide range of applications across large global end-markets,including building materials,recreation,transportation and wind energy,among others. INEOS Composites sells a broad range of resins that allow customers to optimize certain characteristics of their products,including corrosion resistance,fire retardance,ultraviolet resistance,water and chemical resistance,thermal and electrical insulation,impact and scratch resistance,and high strength-to-weight ratios. Headquartered in Dublin,Ohio,and Barcelona,Spain,INEOS Composites has approximately 900 employees and operates 17 manufacturing facilities and three technology centers across North and South America,Europe,Asia and the Middle East.

Raquel Vargas Palmer,Managing Partner of KPS,said,"We are thrilled to acquire INEOS Composites,a leading global manufacturer of specialty composite resins. The Company's leading market position and long-tenured customer base is a testament to its differentiated product quality,reliability and strong technical service capabilities. We will leverage KPS' successful,multi-decade experience of investing in process industries,along with our commitment to manufacturing excellence and global network,to drive profitability andcreate an entrepreneurial culture centered on innovation,continuous improvement and superior customer experience. We look forward to partnering with Chief Executive Officer Andrew Miller and the INEOS Composites team to accelerate the Company's value creation opportunities."

Andrew Miller,Chief Executive Officer of INEOS Composites,"We are excited for our future as an independent company under KPS' ownership. KPS is an ideal partner,given its demonstrated track record of establishing and growing world-class industrial companies. KPS' commitment to manufacturing excellence,capital investment,and research and development,accompanied by its global platform and significant capital resources,will elevate our ability to provide customers with industry-leading products and superior service."

Ashley Reed,Chairman of INEOS Enterprises said,"Composites has been part of INEOS Enterprises for the past five years,during which time it has achieved significant improvements in safety and financial performance. Furthermore,it has solidified its market position through enhanced product quality,consistency,and strengthened operational and commercial capabilities,ensuring a strong foundation for further future growth."

Paul,Weiss,Rifkind,Wharton & Garrison LLP served as legal counsel to KPS. Piper Sandler served as financial advisor and Slaughter and May acted as legal counsel to INEOS Enterprises. Committed debt financing to support the transaction has been provided by Goldman Sachs Bank USA,Barclays,Citi,Intesa Sanpaolo – IMI CIB Division and MUFG Bank.

About INEOS Composites

INEOS Composites is a leading global manufacturer of unsaturated polyester resins,vinyl ester resins and gelcoats used in the production of plastic composites for a wide range of applications across large global end-markets including building materials,and high strength-to-weight ratios. For more information about INEOS Composites,visit www.ineoscomposites.com.

About KPS Capital Partners,LP

KPS,through its affiliated management entities,is the manager of the KPS Special Situations Funds,a family of investment funds with approximately $21.4 billion of assets under management (as of September 30,2024). For over three decades,the Partners of KPS have worked exclusively to realize significant capital appreciation by making controlling equity investments in manufacturing and industrial companies across a diverse array of industries,including basic materials,branded consumer,healthcare and luxury products,automotive parts,capital equipment,and general manufacturing. KPS creates value for its investors by working constructively with talented management teams to make businesses better and generates investment returns by structurally improving the strategic position,competitiveness,and profitability of its portfolio companies,rather than primarily relying on financial leverage. The KPS Funds' portfolio companies currently generate aggregate annual revenues of approximately $23.7 billion,operate 251 manufacturing facilities in 30 countries,and have approximately 65,000 employees,directly and through joint ventures worldwide (as of September 30,2024,pro forma for recent acquisitions). The KPS investment strategy and portfolio companies are described in detail at www.kpsfund.com.

About INEOS Enterprises

INEOS Enterprises comprises a portfolio of businesses manufacturing chemical products in Northern Europe,the USA and Canada,with sales of €2.7bn around the world. The business is focused on the developing needs of its customers and rapid growth through investment in new products and manufacturing facilities or by acquisition. It employs c. 3,100 people across sites in the UK,Germany,Sweden,Switzerland,Canada and the USA. INEOS Enterprises is not part of the INEOS Group Holdings bank group. Visit www.ineosenterprises.com to learn more.