Merger of Equals - Allkem and Livent

Legal Disclaimer Cautionary Note and Disclaimer This presentation is being made by Livent Corporation (Livent) and has been prepared in relation to the proposed combination of Allkem Limited ACN 112 589 910 (Allkem) and Livent under a newly created holding company, incorporated in the Bailiwick of Jersey (New Co), effected through (1) the acquisition of shares of Allkem by NewCo by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the Scheme); and (2) the merger of Livent and a wholly-owned subsidiary of NewCo (US Merger Sub) (the Merger, and the Scheme and the Merger together, the Transaction). Under the Scheme, NewCo would acquire 100% of the fully paid ordinary shares in Allkem in exchange for the issue to Allkem shareholders of new fully paid ordinary shares in NewCo or CHESS Depositary Interests in respect of fully paid ordinary shares in NewCo. Under the Merger, Livent would merge into US Merger Sub with Livent shares being converted into the right to receive new fully paid ordinary shares in NewCo. The Transaction is subject to the terms and conditions described in the Transaction Agreement entered into among Allkem, Livent and NewCo on or about the date of this announcement (the Transaction Agreement). Summary Information This presentation contains summary information and statements about Livent and its respective subsidiaries, businesses and activities, which are current as at the date of this presentation (unless otherwise indicated). The information in this presentation is general in nature and does not purport to be exhaustive. For example, this presentation does not purport to contain all of the information that investors may require to make an informed assessment of the Transaction and its effect (on either of Allkem or Livent, or both companies), nor does it purport to contain all of the information that an investor may require in evaluating a possible investment in Livent. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, neither Livent nor its respective directors, employees, agents or advisers, or any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it. Additional information regarding the Transaction and where to find it This presentation should be read in conjunction with the Transaction Agreement and Livent's other periodic and continuous public disclosures. Copies of Livent's filings with the SEC can be obtained free of charge at the SEC's website (at www.sec.gov) and Livent's investor relations website (at https://ir.livent.com/overview/default.aspx). Further information about the Transaction (including key risks for Livent stockholders) will be provided by Livent and NewCo to Livent stockholders and filed with the SEC in due course, in the form of a proxy statement/prospectus. This communication is not a substitution for any registration statement, proxy statement/prospectus or other documents that may be filed with the SEC in connection with the proposed transaction. In connection with the contemplated Transaction, Livent and NewCo intend to file relevant materials with the SEC, including a registration statement on Form S-4 that contains a proxy statement/prospectus. The proxy statement/prospectus will also be mailed to Livent stockholders and will contain important information about the Transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALLKEM, LIVENT, NEWCO, THE TRANSACTION AND RELATED MATTERS. Investors will be able to obtain copies free of charge of the proxy statement/prospectus, any amendments or supplements thereto, when filed and other documents filed with the SEC by Livent and NewCo through the SEC's website (at www.sec.gov). Copies of documents filed with the SEC by Livent will be made available free of charge on Livent's investor relations website (at https://ir.livent.com/overview/default.aspx). Not an offer, and not investment or financial product advice This announcement and the information contained in it is provided for information purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of Allkem, Livent or NewCo, or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the Securities Act), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. This presentation, and the information contained in it, is provided for information purposes only, and does not constitute, and is not intended to constitute, financial product or investment advice (nor tax, accounting or legal advice) or a recommendation to acquire or otherwise deal in any securities of Allkem, Livent or NewCo, or a solicitation of any vote or approval in connection with the Transaction. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual. Any investment decision, or other decision in connection with the Transaction, should be made based solely upon appropriate due diligence and other inquiries. Before making any investment decision, investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek professional advice from their legal, financial, taxation or other independent adviser (having regard to the requirements of all relevant jurisdictions). Livent is not licensed to provide financial product advice in respect of an investment in securities and does not purport to give advice of any nature. An investment in any listed company, including Livent, is subject to risks of loss of income and capital. Financial Data Industry data Certain market and industry data used in connection with or referenced in this presentation, including in relation to other companies in the peer group of Livent, may have been obtained from public filings, research, surveys or studies made or conducted by third parties, including as published in industry-specific or general publications. None of Livent, its respective advisers and its respective representatives, have independently verified any such market or industry data. Effect of rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation. Financial data All references to "$" or "US$" or "USD" are to American dollars, being the lawful currency of the United States of America. All references to "A$" or "AUD" are to Australian dollars, being the lawful currency of Australia, unless stated otherwise. All references to "\" or "RMB" are to Chinese yuan, being the lawful currency of China, unless stated otherwise. Any combined financial information included in this presentation is for illustrative purposes and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the SEC. Rather, such information is a simple summation of Livent's financial results under US GAAP and Allkem's financial results under IFRS; such results may not be comparable and pro forma information under Article 11 may be materially different. Investors should be aware that financial data in this presentation includes "non- IFRS financial information" under ASIC Regulatory Guide 230 "Disclosing non-IFRS financial information" published by ASIC and also "non-GAAP financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended. Livent believes the non-IFRS financial information and non-GAAP financial measures provide useful information to users in measuring the financial performance and conditions of Allkem, Livent and NewCo post-closing of the Transaction (together, the Merged Group). The non-IFRS and non-GAAP financial information does not have a standardised meaning prescribed by Australian Accounting Standards or US GAAP, respectively, and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information and ratios or non-GAAP financial measures included in this presentation. Livent evaluates operating performance using certain non-GAAP measures such as EBITDA, which is defined as net income plus interest expense, net, income tax expense and depreciation and amortization; and Adjusted EBITDA, which is defined as EBITDA adjusted for restructuring and other charges, separation-related costs, COVID-19 related costs and other losses/(gains). Livent's management believes the use of these non-GAAP measures allows management and investors to compare more easily the financial performance of its underlying business from period to period. The non-GAAP information provided may not be comparable to similar measures disclosed by other companies because of differing methods used by other companies in calculating EBITDA and Adjusted EBITDA. These measures should not be considered as a substitute for net income or other measures of performance or liquidity reported in accordance with US GAAP. A reconciliation of EBITDA and Adjusted EBITDA to net income is included in this presentation. Reconciliations of Livent's forward-looking non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP are not being provided because Livent is unable to provide these reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, financial impact, and the periods in which the relevant adjustments would be recognized. 26