Olin enters all-stock merger-of-equals with Huntsman; 0.5476 exchange ratio

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On June 15, 2026, Olin Corporation, a Virginia corporation (“Olin” or, with reference to the post-closing period, the “Combined Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Huntsman Corporation, a Delaware corporation (“Huntsman”), Olympus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Olin (“First Merger Sub”), and Hook Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Olin (“Second Merger Sub”).

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At the effective time of the Direct Merger or the effective time of the First Subsidiary Merger (as applicable, the “Conversion Time”), pursuant to the terms and subject to the conditions of the Merger Agreement, each share of Huntsman common stock, par value $0.01 per share (the “Huntsman Common Stock”), issued and outstanding immediately prior to the Conversion Time (other than certain canceled shares), will be converted into the right to receive 0.5476 shares (the “Exchange Ratio”) of Olin Common Stock (such shares issued as consideration, the “Merger Consideration”).

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The Merger Agreement provides that, as of the Conversion Time, the board of directors of the Combined Company will be comprised of ten (10) members, consisting of (a) four directors designated from the current board of directors of Olin, each of whom will qualify as an “independent director” under the listing standards of NYSE and the applicable rules of the U.S. Securities and Exchange Commission (the “SEC”), (b) four directors designated from the current board of directors of Huntsman, each of whom will qualify as an “independent director” under the listing standards of NYSE and the applicable rules of the SEC, and (c) current President and Chief Executive Officer of Olin, Kenneth Lane and current Chairman, President and Chief Executive Officer of Huntsman, Peter Huntsman. As of the Conversion Time, (i) Kenneth Lane will serve as Chief Executive Officer of the Combined Company, (ii) Peter Huntsman will serve as non-executive Chair of the Combined Company’s board of directors, (iii) current Huntsman Executive Vice President and Chief Financial Officer, Phil Lister, will serve as the Chief Financial Officer of the Combined Company, and (iv) current Senior Vice President and Chief Financial Officer of Olin, Todd Slater, will serve as Chief Integration Officer of the Combined Company. The Combined Company will be named “OlinHuntsman Corporation” effective as of the Conversion Time and will be headquartered in The Woodlands, Texas.

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Direct Merger. If at the meeting of Olin shareholders held in connection with the Transactions (the “Olin Shareholders Meeting”), the affirmative vote of holders of more than two-thirds of the outstanding shares of Olin Common Stock entitled to be cast to approve the Merger Agreement and the Plan of Merger (the “Olin Direct Merger Approval”) is received, then, upon the terms and subject to the conditions set forth in the Merger Agreement, the Transactions will be effected pursuant to the Direct Merger. Subsidiary Mergers. If at the Olin Shareholders Meeting the Olin Direct Merger Approval is not received but the approval of a majority of votes cast in person or by proxy at the Olin Shareholders Meeting, as required by the New York Stock Exchange (the “NYSE”) Rule 312.03 (the “Olin Share Issuance Approval”), is received with respect to the issuance of Olin Common Stock in respect of the Subsidiary Mergers, then the Transactions will be effected pursuant to the Subsidiary Mergers.

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On June 15, 2026, concurrently with the execution of the Merger Agreement, Olin, First Merger Sub and Second Merger Sub entered into a voting and support agreement (the “Voting and Support Agreement”) with Peter Huntsman and affiliated entities (collectively, the “Holders”), in their capacity as a stockholder of Huntsman, pursuant to which and subject to the conditions contained therein, each Holder has agreed, among other things, to vote all of such Holder’s shares of Huntsman Common Stock beneficially owned (a) in favor of the adoption of the Merger Agreement and any other matters necessary for the consummation of the Direct Merger or Subsidiary Mergers, as applicable, and other transactions contemplated thereby and (b) against any third party takeover proposal or other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement.

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In connection with the proposed transaction, Olin and Huntsman intend to file relevant materials with the SEC, including, among other filings, an Olin registration statement on Form S-4 in connection with the proposed issuance of shares of Olin’s common stock pursuant to the proposed transaction, which Form S-4 will include a joint proxy statement/prospectus of Olin and Huntsman, which after the registration statement is declared effective by the SEC, will be mailed to shareholders of Olin and stockholders of Huntsman seeking their approval of their respective transaction-related proposals.

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THIS VOTING AND SUPPORT AGREEMENT is dated as of June 15, 2026 (this “Agreement”), by and among each stockholder of Huntsman Corporation, a Delaware corporation (“Huntsman”), set forth on Exhibit A hereto (each, a “Holder” and collectively, the “Holders”), Olin Corporation, a Virginia corporation (“Olin”), Olympus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Olin (“First Merger Sub”), and Hook Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Olin (“Second Merger Sub” and, collectively with Olin and First Merger Sub, the “Olin Parties”).

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From the date hereof until the Termination Date (as defined below), each Holder shall not (i) Transfer any of its Subject Shares except as permitted by this Agreement, (ii) deposit any of its Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of its Subject Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto or (iii) give instructions with respect to the voting of any of its Subject Shares in any manner that is inconsistent or otherwise take any other action with respect to any of its Subject Shares that would in any way restrict, limit or interfere with the performance by such Holder of its obligations hereunder or the transactions contemplated hereby.

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Prior to the Termination Date, each Holder irrevocably and unconditionally agrees that it shall, at any meeting of the stockholders of Huntsman (whether annual or special and whether or not an adjourned or postponed meeting), however called, appear at such meeting or otherwise cause such Holder’s Subject Shares that are outstanding as of the applicable record date and as to which such Holder has direct voting power to be counted as present thereat for purposes of establishing a quorum, and vote, or cause to be voted at such meeting, or, if any action is to be taken by written consent in lieu of a stockholder meeting, execute and deliver, or cause to be executed and delivered, a written consent with respect to, all such Subject Shares: (a) in favor of (A) the adoption of the Merger Agreement and, without limiting the penultimate sentence of this Section 3.1, any amended and restated Merger Agreement or amendment to the Merger Agreement (the “Merger Proposal”), and approving any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Direct Merger and the Subsidiary Mergers, and all other matters presented to stockholders of Huntsman by the Huntsman Board in connection with the Merger Agreement, and (B) any proposal to adjourn or postpone any such meeting of the stockholders of Huntsman to a later date if there are not sufficient votes to adopt the Merger Proposal; and (b) against (A) any agreement, transaction or proposal that relates to a Huntsman Takeover Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Transactions or matters contemplated by the Merger Agreement

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Each Holder, solely in its capacity as a stockholder of Huntsman, agrees that it will not, and will cause its controlled Affiliates not to, and will use reasonable best efforts to cause its and their Representatives not to, directly or indirectly, take any action that would violate Section 6.03 of the Merger Agreement as if such Holder were deemed to be Huntsman for purposes of Section 6.03 of the Merger Agreement.

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This Agreement shall terminate at the earliest of: (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the date of any modification, waiver or amendment to any provision of the Merger Agreement that reduces or has the effect of reducing the amount or changes the form of the Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, extends the Outside Date or otherwise adversely affects such Holder (in its capacity as a stockholder of Huntsman) in any material respect, (iii) a Huntsman Adverse Recommendation Change, or (iv) the Conversion Time (such date, the “Termination Date”)