imerys-12-11-2025-launch-of-a-cash-tender-offer-and-intention-to-issue-new-notes(51871350.1)(51871380.1)

                                                             INFORMATION

12   November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES OF AMERICA (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE.

IMERYS ANNOUNCES THE LAUNCH OF A CASH TENDER OFFER ON ITS EXISTING NOTES

MATURING IN JANUARY 2027 AND ITS INTENTION TO ISSUE NEW NOTES

Paris, 12 November 2025

Imerys announces today the launch of a cash tender offer (the "Tender Offer") on its €600,000,000 1.5% notes due 15 January 2027 (ISIN code: FR0013231768) issued on 17 January 2017, of which €600,000,000 are still outstanding (the "Existing Notes").

Simultaneously, Imerys announces its intention to issue, subject to market conditions, Euro denominated fixedrate notes under its EMTN programme (the "New Notes").

The Tender Offer is subject to the terms and conditions set forth in the tender offer memorandum dated 12 November 2025 (the "Tender Offer Memorandum"). In particular, the Tender Offer is capped at a maximum acceptance amount which is expected to be equal to the aggregate principal amount of the New Notes, subject to the right of Imerys to increase or decrease such amount in its sole and absolute discretion. It is further conditional upon the settlement of the issue of the New Notes, prior to the settlement date of the Tender Offer.

The Tender Offer is launched on 12 November 2025 and expires on 19 November 2025, at 4:00 p.m. (Central European time). The final results of the Tender Offer are intended to be announced on 20 November 2025. The settlement of the Tender Offer is expected to take place on 24 November 2025.

Disclaimer

This press release does not constitute an invitation to participate in the Tender Offer or the issuance of the New Notes in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.

This press release must be read in conjunction with the Tender Offer Memorandum, specifying in particular the offer restrictions relating to the Tender Offer. This press release and said tender offer memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer or the New Notes. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, legal advisor, tax advisor, accountant or other appropriately authorized independent financial advisor. 

The distribution of this press release in certain jurisdictions (in particular the United States, France, the European Economic Area, the United Kingdom and the Republic of Italy) is restricted by law. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such restrictions.

United States

The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange in the United States or to U.S. Persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (each a "U.S. Person") and the Existing Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of the Tender Offer Memorandum, this press release and any documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.

For the purposes of the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

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Imerysis the world’s leading supplier of mineral-based specialty solutions for the industry with €3.6 billion in revenue and 12,400 employees in 40 countries in 2024. The Group offers high value-added and functional solutions to a wide range of industries and fast-growing markets such as solutions for the energy transition and sustainable construction, as well as natural solutions for consumer goods. Imerys draws on its understanding of applications, technological knowledge, and expertise in material science to deliver solutions which contribute essential properties to customers’ products and their performance. As part of its commitment to responsible development, Imerys promotes environmentally friendly products and processes in addition to supporting its customers in their decarbonization efforts.

Imerys is listed on Euronext Paris (France) with the ticker symbol NK.PA.

Analyst/Investor Relations:                                           Press contacts:

Cyrille Arhanchiague : +33 (0)1 49 55 64 84          Mathieu Gratiot : +33 (0)7 87 53 46 60

finance@imerys.com                                                      Hugues Schmitt (Primatice) : + 33(0) 6 71 99 74 58