Venator Materials : Notice of General Meeting August 31,2023

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, on July 25, 2023, an order (the "Confirmation Order") was entered confirming the Company's chapter 11 plan of reorganisation (the "Plan"). The Plan contemplates, and the Confirmation Order requires, a release and discharge of amounts owed to the Company's existing secured lenders and secured and unsecured noteholders, and the issuance of new ordinary shares in the Company (or, if and to the extent agreed between the Company and the relevant holder, other securities which carry rights to subscribe for, or to convert securities into, such ordinary shares) (the "New Ordinary Shares") to such lenders and noteholders.

Among other things, the Confirmation Order provides the Company with the authority to take any action necessary and appropriate to implement, effectuate, and consummate the restructuring transactions contemplated by the Plan. 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 August 31, 2023 at 10:00 a.m. Eastern Daylight Time, at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022. 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 the allotment and issuance of new ordinary shares in the Company and/or the granting of rights to subscribe for, or to convert securities into, new ordinary shares in the Company, and to seek authority to carry out such issuance on a non-pre-emptive basis (the "Share Issuance"), to enable the issuance of the New Ordinary Shares to the existing lenders and noteholders in accordance with the Plan and the Confirmation Order, as described in further detail in paragraph 2 below.

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.

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