Huntsman (HUN) Proxy filing summary

Executive summary

• Olin and Huntsman have agreed to a merger of equals, to be executed either as a direct merger (Huntsman merges into Olin) or a subsidiary merger (Huntsman becomes a wholly owned subsidiary of Olin, then merges into another Olin subsidiary).

• The merger consideration for Huntsman stockholders is 0.5476 shares of Olin common stock per Huntsman share, with Olin shareholders owning about 54.5% and Huntsman stockholders about 45.5% of the combined company post-merger.

• The combined company will be named OlinHuntsman Corporation and will be listed on the NYSE under a new ticker symbol.

• The merger is expected to close in the first half of 2027, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Olin shareholders will vote on: (1) the direct merger proposal, (2) the subsidiary merger proposal, (3) an advisory vote on executive compensation related to the merger, and (4) adjournment of the special meeting if needed.

• Huntsman stockholders will vote on: (1) the merger proposal, (2) an advisory vote on executive compensation related to the merger, and (3) adjournment of the special meeting if needed.

• Both boards unanimously recommend voting in favor of all proposals.

• Special meetings for both companies are scheduled for August 25, 2026, and will be held virtually.

Board of directors and corporate governance

• The combined company board will have 10 members: 4 from Olin, 4 from Huntsman, and the CEOs of both companies.

• Kenneth T. Lane (Olin CEO) will serve as CEO of the combined company; Peter R. Huntsman (Huntsman CEO) will serve as non-executive Chair.

• Board committees will have equal representation from both legacy companies, and a Strategic Integration Committee will oversee merger integration.