Venator Materials : Notice of General Meeting

THIS DOCUMENT IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE COMPANY'S PLAN (AS DEFINED BELOW). AS NOTED IN THE NOTICE OF (I) NON-VOTINGSTATUS OF CERTAIN CLAIMS AND INTERESTS AND (II) OPPORTUNITY FOR HOLDERS OF SUCH CLAIMS OR INTERESTS TO OPT OUT OF THE PLAN RELEASE (THE "OPT-OUTNOTICE"), HOLDERS OF EXISTING EQUITY INTERESTS (AS DEFINED IN THE PLAN) ARE NOT ENTITLED TO VOTE ON THE PLAN AND ARE NOT BEING SOLICITED IN RELATION THERETO. IF YOU WISH TO OPT OUT OF THE THIRD-PARTY RELEASES IN THE PLAN, PLEASE FOLLOW THE INSTRUCTIONS PROVIDED IN THE OPT-OUT NOTICE ON OR BEFORE 4:00 P.M. (PREVAILING CENTRAL TIME) ON JUNE 15, 2023.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 (the "FSMA") if you are resident in the U.K. or, if you reside elsewhere, another appropriately authorised financial adviser.

This document does not constitute an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for) Existing Ordinary Shares (as defined below). This document does not contain an offer of transferrable securities within the meaning of section 102B of FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA.

This document should not be distributed, forwarded or transmitted in or into any jurisdiction in which such an act would constitute a breach of the relevant laws of such jurisdiction.

The registered office of Venator Materials PLC is Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, United Kingdom, TS22 5FD. Venator Materials PLC is incorporated and registered in England and Wales under the Companies Act 2006 with registered number 10747130.

VENATOR MATERIALS PLC

A notice convening a general meeting of the Company is set out beginning on page 7 of this document.

You are recommended to read the whole of this document, but your attention is drawn to the letter from the President and Chief Executive of the Company, which is set out on pages 4 to 6 of this document and which provides details of the business of the Meeting.

A GENERAL MEETING WILL BE HELD ON JUNE 29, 2023 AT THE OFFICES OF VENATOR MATERIALS PLC AT TITANIUM HOUSE, HANZARD DRIVE, WYNYARD PARK, STOCKTON- ON-TEES, UNITED KINGDOM, TS22 5FD, AT 3:30PM BRITISH SUMMER TIME OR AS SOON AS THEREAFTER AS THE COMPANY'S 2023 ANNUAL GENERAL MEETING CLOSES.

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AN INVITATION FROM VENATOR'S LEADERSHIP

DEAR FELLOW SHAREHOLDER,

1. Background to and Reasons for the Meeting

As announced on May 15, 2023, Venator Materials PLC (the "Company") has reached agreement with the overwhelming majority of its lenders and noteholders on the terms of a comprehensive recapitalization plan which involves equitizing nearly $1 billion of the Company's funded debt, strengthening its balance sheet, and facilitating an infusion of new capital, all of which will position the Company for future growth and success. The implementation of the recapitalization requires certain steps to be taken, including the convening of a general meeting of the Company to approve certain resolutions, as described further below.

On May 14, 2023, the Company and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, commencing chapter 11 cases (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court").

In connection with the Chapter 11 Cases, an order (the "Confirmation Order") is being sought confirming the Company's chapter 11 plan of reorganisation (the "Plan"). The Plan contemplates, and the Confirmation Order (if entered) will require, the cancellation of the Company's existing share capital, a release and discharge of amounts owed to the Company's existing secured lenders and secured and unsecured noteholders, and the issuance of new shares to such lenders and noteholders. The Plan has not yet been approved. The Bankruptcy Court hearing to consider approval of the Plan is currently scheduled for June 26, 2023 at 3:30 P.M., prevailing Central Time. The deadline to object to approval of the Plan is June 20, 2023, and any such objection must be filed with the Bankruptcy Court.

Among other things, if entered, the Confirmation Order will provide the Company with the authority to take any action necessary and appropriate to implement, effectuate, and consummate the restructuring transactions contemplated by the Plan. Further, if entered, the Confirmation Order will require shareholders of the Company to vote as necessary or advisable to effectuate the restructuring transactions. Your rights are further described in the Plan and related Disclosure Statement. You may obtain copies of the Plan, the Disclosure Statement, and related materials, free of charge: (1) on the Company's restructuring website at http://dm.epiq11.com/Venator; (2) by emailing the Company's solicitation agent at venator@epiqglobal.com; or (3) by calling the Company's solicitation agent at +1 (888) 716- 3497 (Toll Fee U.S. & Canada) or +1 (503) 436-6147 (international). You may also obtain copies of any documents filed in the Chapter 11 Cases for a fee through the Bankruptcy Court's website at: https://ecf.deb.uscourts.gov.

We are convening a general meeting of shareholders (the "Meeting") of the Company to be held on June 29, 2023 at 3:30 p.m. British Summer Time or as soon as thereafter as the Company's 2023 annual general meeting closes, at the offices of Venator Materials PLC at Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, United Kingdom, TS22 5FD. The formal notice of the Meeting (the "Notice of Meeting") immediately follows this invitation and contains the proposed resolutions to be passed by the shareholders of our Company at the Meeting.

The purpose of the Meeting is to deliberate and resolve to approve (i) the adoption of new articles of association by the Company to, among other things, enable a buyback of all of the Company's existing share capital for a nominal amount and create a new class of ordinary shares in the Company (the "Share Amendments"), and (ii) the allotment and issuance of the

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new class of ordinary shares in the Company on a non-pre-emptive basis (the "Share Issuance"), to enable the issuance of shares to the existing lenders and noteholders in accordance with the Plan, as described in further detail in paragraphs 2 and 3 below.

If the Confirmation Order is entered, convening the Meeting to approve and decide on the foregoing items will be necessary or advisable to effectuate the restructuring transactions and consummate the Plan. Accordingly, if the Confirmation Order is entered prior to the Meeting and on the terms contemplated above, you will be required to vote in favour of the aforementioned items at the Meeting or otherwise be in violation of the Confirmation Order and the laws of the United States. In such circumstances, failure to vote in favour of the resolutions set out in this notice of meeting could result in you being held in contempt of the Bankruptcy Court and subject to injunctive relief and punitive or other damages.

It is important that you use this opportunity to take part in the affairs of our Company by meeting on the business to come before the Meeting, and we urge you to read the Notice of Meeting and the accompanying notes in full for additional information concerning the matters to be considered at the Meeting.

2. Details of the Share Amendments

As of the date of this Notice of Meeting, the Company has 108,791,100 ordinary shares outstanding, with $0.001 par value per share (the "Existing Ordinary Shares"). Pursuant to the Share Amendments, a new class of class A ordinary shares of US$0.001 each (the "Class A Ordinary Shares") will be created and the Existing Ordinary Shares will be re-designated as "Class B Ordinary Shares" and the rights attaching to the Class B Ordinary Shares will be amended so as to provide for the right for the Company to at any time purchase some or all of the Class B Ordinary Shares in issue for an aggregate consideration of $0.01 (the "Repurchase Right"). The rights attaching to the Class A Ordinary Shares will be identical in all respects to those of the re-designated Class B Ordinary Shares with the exception of the Repurchase Right.

It is expected that, if the Confirmation Order is entered and the resolutions are approved, the Company will exercise the Repurchase Right shortly following the Meeting.

In order to effect the Share Amendments, the Company proposes to adopt new articles of association in substitution for the existing articles of association under Resolution 1.

The principal changes introduced by the new articles of association are to provide for definitions of "Class A Ordinary Shares" and "Class B Ordinary Shares" and to provide for the Repurchase Right in connection with the Class B Ordinary Shares.

A copy of the existing articles of association and the proposed new articles of association marked to show all the changes will be available for inspection at the Meeting at least 15 minutes prior to the start of the Meeting and up until the close of the Meeting and will be made available free of charge on the Company's website at www.venatorcorp.com.

3. Details of the Share Issuance

If the Confirmation Order is entered and the Plan is approved, the Directors will require authority to allot and issue Class A Ordinary Shares on a non-pre-emptive basis following the Share Amendments, but prior to any exercise of the Repurchase Right, to satisfy the requirement to allot and issue new shares to the Company's existing secured lenders and secured and unsecured noteholders in accordance with the Plan. Shareholder approval is being sought for this authority by way of Resolutions 3 and 4.

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