Scheme Booklet registered by ASIC

BRISBANE, Nov. 08, 2023 - Allkem Ltd. (ASX: AKE, "Allkem") refers the proposed merger of equals between Allkem and Livent Corporation announced to ASX on 10 May 2023 ("Transaction").

Scheme Booklet

Allkem is pleased to confirm that the Australian Securities and Investments Commission ("ASIC") has today registered the notice of meeting and explanatory statement in relation to the proposed scheme of arrangement pursuant to which Arcadium Lithium plc ("NewCo") will acquire all of the shares in Allkem under the Transaction ("Scheme Booklet"). A copy of the Scheme Booklet is attached to this announcement and will also be made available on Allkem's website at https://www.allkem.co/.

The Scheme Booklet will be dispatched to Allkem shareholders by 15 November 2023 in the manner described in Allkem's announcement on 8 November 2023.

Allkem shareholders should carefully read the Scheme Booklet in its entirety, including the material accompanying it, before deciding whether to vote in favour of the Scheme.

Independent Expert's Report

The Scheme Booklet includes a copy of the independent expert's report prepared by Kroll Australia Pty Ltd (Independent Expert), which concludes that the Scheme is in the best interests of Allkem Shareholders, in the absence of a superior proposal in relation to Allkem.

The Independent Expert's Report, including the reasons for the Independent Expert's opinion, is set out in Annexure A to the Scheme Booklet.

Directors' recommendation

Your Allkem directors continue to unanimously recommend that Allkem shareholders vote in favour of the Scheme, subject to no superior proposal in relation to Allkem emerging and to the Independent Expert continuing to conclude that the Scheme is in the best interest of Allkem shareholders¹.

Subject to those same qualifications, each Allkem Director intends to vote, or procure the voting of, all Allkem shares held or controlled by them in favour of the Scheme.

Scheme Meeting

The Scheme Meeting will be held at The Studio, Level 2, Crown Towers, Crown Perth Convention Centre, Great Eastern Highway, Burswood, Western Australia 6100, on 19 December 2023 commencing at 10:30am (AWST) / 1:30pm (AEDT).

Allkem shareholders can also attend the Scheme Meeting via an online platform.

Further details of how to access the online platform and participate in the Scheme Meeting online are contained in the Notice of Scheme Meeting that forms part of the Scheme Booklet, and the Computershare Online Meeting Guide that is included in the Notice of Scheme Meeting and also available at www.computershare.com.au/virtualmeetingguide.

¹ Allkem shareholders should note that Allkem Directors will receive certain benefits in connection with the Scheme, which are detailed in the Scheme Booklet. Each of the Allkem Directors considers that it is appropriate for them to make a recommendation in relation to the Scheme, as each of them believes that the benefits are not of such materiality to them that they impact their consideration of the Scheme or their ability to make a recommendation to Allkem shareholders.

Each Allkem shareholder who is registered on the Allkem register at 7.00 pm (AEDT) on 17 December 2023 is entitled to attend and vote at the Scheme Meeting.

Shareholder Information Line

If you have any questions about the Scheme or the Scheme Booklet after reading the Scheme Booklet, please contact the Allkem Shareholder Information Line on 1300 367 804 (within Australia) or +61 2 9066 6162 (outside Australia) from 9:00 am to 5:00 pm (AEDT), Monday to Friday (excluding public holidays).

This release was authorised by the Board of Directors of Allkem Ltd..

IMPORTANT NOTICES

Not for release or distribution in the United States
This announcement has been prepared for publication in Australia and may not be released to U.S. wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction, and neither this announcement or anything attached to this announcement shall form the basis of any contract or commitment. Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under the U.S. Securities Act of 1933 or exempt from, or not subject to, the registration of the U.S. Securities Act of 1933 and applicable U.S. state securities laws.

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