ICI

Akzo Nobel believes that:

• the Transaction, in combination with the On-Sale of ICI's National Adhesives and Electronic Materials businesses to Henkel, has a clear and compelling strategic and financial rationale for Akzo Nobel, with significant benefits for its shareholders and other stakeholders:
  
  
• the Transaction provides the opportunity to create a global leader in coatings and one of the largest specialty chemicals companies in the world with complementary brands, assets and skills, and leading positions in attractive specialty chemicals markets;
• the enlarged Akzo Nobel group will benefit from a diversified and broad geographic presence, a significantly strengthened decorative coatings business and highly attractive platforms for growth in emerging markets;

Akzo Nobel will pay you 670 pence for each of your Scheme Shares. Youwill either receive cash consideration or, if you so elect (and you are so eligible), Loan Notes or, subject to certain restrictions, a combination of cash consideration and Loan Notes. ICI Shareholders on the register of members at the Scheme Record Time will also receive a second ordinary interim dividend of 5 pence in cash per ICI Share in relation to the period from 1 July 2007 to 31 December 2007, provided that, if the Effective Date falls prior to 31 December 2007, such dividend shall be paid pro rata by reference to where the Effective Date falls between 1 July 2007 and 31 December 2007. For the avoidance of doubt, ICI Shareholders registered as such on 24 August 2007 wil also retain their entitlement to receive the first ordinary interim dividend of 4.95 pence per ICI Share declared on 2 August 2007.

The acquisition was completed on 2 January 2008.

You will not receive shares in Akzo Nobel. You will receive the consideration of 670 pence for each of your Scheme Shares in cash or, if you so elect (and you are so eligible), Loan Notes or, subject to certain restrictions, a combination of cash consideration and Loan Notes. ICI Shareholders on the register of members at the Scheme Record Time will also receive a second ordinary interim dividend in relation to the period from 1 July 2007 to 31 December 2007 of 5 pence in cash per ICI Share, provided that, if the Effective Date falls prior to 31 December 2007, such dividend shall be paid pro rata by reference to where the Effective Date falls between 1 July 2007 and 31 December 2007. For the avoidance of doubt, ICI shareholders on the register of members on 24 August 2007 will also retain their entitlement to receive the first ordinary interim dividend of 4.95 pence per ICI share declared on 2 August 2007.

It is proposed that the acquisition is carried out by way of a UK court-approved procedure known as a scheme of arrangement and referred to as the Scheme. The Scheme (which involves a reduction of capital) requires the approval of Scheme Shareholders on the register of members at the Voting Record Time at a Court Meeting to be held at 11:00 a.m. and at an EGM to be held at 11:15 a.m., both such meetings to be held on 6 November 2007. If Scheme Shareholders approve the Scheme at these meetings, the Court will be requested to sanction the Scheme and approve the Reduction of Capital. Once the Court has sanctioned the Scheme and the Reduction of Capital and the Court Orders have been registered, Akzo Nobel will own 100 per cent of ICI and you will cease to be an ICI Shareholder. For further information, please see paragraph 2 of Part I of the Scheme of Arrangement document.

Once the acquisition of your Scheme Shares is completed, you will either receive cash consideration, Loan Notes (subject to eligibility) or a combination of both. If you elect to receive any cash consideration, you will receive this (in the form of either a cheque or through the CREST system) on behalf of Akzo Nobel within 14 days of the Effective Date. For further information, please see paragraph 19 of Part III of the Scheme of Arrangement document.

ICI ADS Holders should refer to Part IV of the Scheme document.

If you elect for the Loan Note Alternative, Loan Note certificates will be issued to you on behalf of Akzo Nobel within 14 days of the Effective Date. If valid elections are received for less than £20,000,000 of Loan Notes, Akzo Nobel will issue you with cash consideration instead (unless it decides to do otherwise); in these circumstances, you will receive cash consideration within 14 days of the Effective Date. Restricted Overseas Persons are only entitled to cash consideration.

Interest wil be paid (subject to any requirement to deduct tax therefrom) on the outstanding Loan Notes in arrear every six months on 30 June and 31 December until the date of their redemption. The first payment of interest will be paid on whichever of 30 June and 31 December first falls more than six months after the date of issue of the Loan Notes.

The first ordinary interim dividend, for the period from 1 January 2007 to 30 June 2007 of 4.95 pence per ICI Share, was paid on 5 October 2007 to ICI Shareholders who were on the register of members on 24 August 2007.

Before the Effective Date, ICI will declare a second ordinary interim dividend in relation to the period from 1 July 2007 to 31 December 2007 of 5 pence per ICI Share, provided that, if the Effective Date falls prior to 31 December 2007, such dividend shall be paid pro rata by reference to where the Effective Date falls between 1 July 2007 and 31 December 2007.

The second ordinary interim dividend will be paid through BACS or by cheque within 14 days of the Effective Date.

The tax consequences of the Proposals will depend on your individual circumstances and whether or not you elect to receive Loan Notes. Certain aspects of the expected tax consequences for Scheme Shareholders who are resident for tax purposes in the UK or are subject to US federal income taxation are set out in Part IX of the Scheme of Arrangement document which ICI mailed to all shareholders on 1 October 2007. You should consult an appropriate independent professional financial adviser immediately to discuss the taxation consequencos of the Proposals.

Please call one of the following helplines:

SHAREHOLDER HELPLINE
ICI Shareholders Tel: 0800 694 0472 (or +44 117 305 1605 if calling from outside the UK)
ICI ADS Holders Tel: +1 877 248 4237

The helplines will not provide advice on the merits of the Proposals or give any personal, legal, financial or tax advice. For financial or tax advice, you will need to consult an appropriate independent professional financial adviser.

The pension trustees actively manage the investments within the UK Pension Fund and seek to maximise the return on the portfolio within an acceptable risk framework. Due to the mature profile of the Pension Fund and the Company's aim of reducing cost volatility, the ICI Pension Fund was one of the first to reduce its exposure to equities in late 2000. It has in excess of 80% of its assets invested in bonds (March 2006).

Press enquiries regarding ICI are now being handled by the Press Office at Akzo Nobel following the takeover of ICI at the beginning of 2008.

Yes, ICI adopted a Group-wide policy on Sustainability in 2002.

ICI has a Mission and Values Statement, a Code of Conduct, which sets out the ethical and behavioural standards expected of ICI employees in working for and conducting business on behalf of the Company, and a Sustainability Policy.  These are available on this website.

Our Sustainability report for 2006 can be seen on this site, or alternatively you can order a hard copy on-line here.

ICI has, historically, been rated highly on Safety, Health and Environmental issues.

In recent years there has been increased focus on corporate accountability and transparency. Corporate responsibility and accountability is no longer centred on the traditional safety, health and environmental (SHE) issues.  Rather it now encompasses the wider arena of sustainability and corporate social responsibility.

As a socially responsible company, ICI recognises and embraces these changes.  We have increased our focus on renewable resources, eco-efficiency, product stewardship and social issues. In 2005 we adopted a group-wide policy on Sustainability.  More details can be found here.

Turning to our performance:

FTSE4Good Index

ICI is included on the FTSE4Good index, the FTSE's index series for socially responsible investment. See http://www.ftse.com/ftse4good/index.jsp for further information.

Dow Jones Sustainability Index

ICI was delighted to be selected again in 2007 as an index component for the Dow Jones Sustainability World Indices (DJSI World) and the Dow Jones STOXX Sustainability Indices (DJSI STOXX). See http://www.sustainability-indexes.com/ for further information.

Storebrand

During 2006, an updated assessment from Storebrand Investments, a prominent Scandinavian financial services company, rated us “best in class”, ranking ICI among the top performers in their analysis of the chemical industry’s environmental and social responsibility. See www.storebrand.com for further information.

Other funds

ICI also provided data for assessment by a range of other fund managers and rating organisations.

The chemical industry (and ICI) has supported the case for the political objectives for change, including the protection of human health and the environment while ensuring the competitiveness of industry. We recognise the benefit of modernising chemical control legislation in the European Union.

ICI formed a team in 2005 with representatives of all ICI businesses to monitor, assess, inform and provide representation on REACH. REACH legislation was approved toward the end of 2006 and came into effect on 1^st June 2007.

“Registration” is the first step for all companies manufacturing or importing substances of 1 tonne or more per annum. Following approval of the final legislation, ICI businesses are currently:

• identifying where ICI businesses fall into the category of manufacturer or importer of substances in order to establish which of our substances must be registered;
• working with suppliers and customers up and down the individual business supply chains to ensure essential substances will be registered and available;
• identifying ICI’s legal entities in each European Union Member State so that they carry out any registration requirements for which they are responsible. These legal entities will be cross-business in many countries;
• developing registration cost estimates.

It is too early to make an accurate assessment.

Each of our opportunities states any requirements that we have for work permits, and these will depend on the starting location and the legislation within that country. If you do not meet these requirements your application will not be considered, so it is important that you read this section of the job description.

We do not accept speculative applications via email, however if you would like to register for updates you will be able to specify the function and location where you would like to work. We will contact you by email when an opportunity arises for a candidate with your profile. You can also attach your current CV to your registration form.

Before submitting your application/registration form you are asked to consent to ICI processing and storing the data you have provided. This is for recruitment and employment purposes. We will store this information for the purposes of informing you of suitable vacancies, assessing your application and to avoid the need for you to repeat it on future forms. Where information on race and country of origin is requested, submission of this information is voluntary. Any such information you do submit, together with gender information, will be used solely to evaluate on an aggregate basis ICI's progress in achieving its diversity hiring goals.

We will send an automatic acknowledgement of receipt of your details as soon as we receive them. If you are registering for updates we will be in contact with you as soon as a suitable vacancy arises. If you are applying for a specific vacancy we will be in contact with you within two weeks.

At ICI, each of our vacancies is unique.  To reflect this we have listed them separately in our job search engine. You will need to check the opportunity you are interested in to see if you meet the criteria in terms of academic requirements. If you do not meet these, your application will not be considered. So it is important that you read this section of the job description thoroughly.

Opportunities have a closing date listed on the vacancy description.  When the closing date has been reached the vacancy is removed from our website, and applications for that opportunity are no longer be accepted.  Please make sure that you read the details fully to get your application in on time.

We are continually posting vacancies throughout the year, so if there isn’t an opportunity that interests you currently, you might want to consider registering for updates so we can inform you when an opportunity arises in the location and function in which you would like to work.

As you can see in the job search engine we have openings in many geographic locations within the different ICI businesses. This means that we are unable to give one generic answer to the ‘salary and benefits’ question, as starting salaries reflect local market conditions. 

However, each of our businesses has benchmarked the package offered against the leading recruiters in their market to make sure that it is competitive.  Your salary may also depend on your qualifications and / or your work experience. Support and training for any professional qualifications will be outlined by the business directly, and will normally be discussed after you have received an offer.

We have tried to give you as broad an overview as possible of each of our individual vacancies so you can make an informed choice about which opportunity you want to apply for. This includes information on locations and placements that are involved in the role.

As we are continually posting vacancies throughout the year, you might wish to register for updates if there isn’t an opportunity that interests you currently on our site.  By registering we can inform you when an opportunity arises in the location and function in which you would like to work.

Internships and Work Placements are an excellent opportunity for you to gain an understanding of the functions and opportunities that are available when you graduate from university. They are also an excellent opportunity for us to have a look at your talents and potential. So yes, we do offer ad hoc opportunities throughout the year and more specifically a variety of functionally based projects during the summer.

Details of these opportunities can be found in the ‘apply’ section of the website as the vacancies are identified by our businesses. More information on internships in general can be found in the ‘opportunities’ section. As a rule, we will begin posting opportunities for our summer internship programme from February onwards. 

However if you register for updates through our website, we can let you know when an opportunity arises that fits the function and location that interests you.

You are an individual, and what you are looking for when you start your career will be unique, rather like the opportunities we offer at ICI.  In some roles you may remain in one function, in others you may have the opportunity to carry out several projects in different functions and/or countries. It is important that you read the information in the job descriptions to find out what is being offered before you decide to apply.