INEOS Retirement Savings Plan. Summary Plan Description

Transcription

1 INEOS Retirement Savings Plan Summary Plan Description

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3 INEOS Retirement Savings Plan Participating Employers and Employees... 3 Who Is Eligible... 4 How to Enroll... 4 Beneficiary Designations... 5 How the Plan Works... 6 Your Contributions... 6 Minimum Contribution... 6 Maximum Contribution... 6 What Is Included in Eligible Pay... 7 What Is Not Included in Eligible Pay... 7 The Advantages of Pre-Tax Savings... 8 Catch-Up Contributions... 8 The Advantages of After-Tax Savings... 8 Changing Your Contribution Amount... 8 Rollover Contributions... 8 Company Match, True-Up and Other Company Contributions... 9 Company Match Contributions... 9 Company Match True-up Contributions... 9 Other Company Contributions Additional Information Investment Options Asset Class Descriptions Short-Term Fixed Income Fixed Income Balanced/Asset Allocation Large U.S. Equity Small/Mid U.S. Equity International Equity Other Separate Accounts and Mutual Funds Self-Directed Brokerage Accounts Investment Line-Up Setting Your Investment Direction Transferring Among Investment Options Vesting How to Access Your Account How to Take a Loan Types of Loans Minimum Loan Amount Maximum Loan Amount Interest Rate on Plan Loans How to Apply for a Plan Loan Repayment of Plan Loans Prepaying a Plan Loan How To Take a Withdrawal While You Are Employed In-Service Withdrawal Sources and Timing Hardship Withdrawals Tax Consequences of Withdrawals How to Request a Withdrawal While You Are Employed What Happens If You Take a Leave of Absence Earning Vesting Service While on a Leave of Absence... 20

4 Earning Vesting Service While You Are Disabled What Happens If You Are On Qualified Military Leave of Absence What Happens if You Die Payments to Your Beneficiary What Happens If You Are Rehired Calculating Your Vesting Service after Rehire Restoring Forfeitures When You Leave the Company Automatic Distribution of Account Balance at or Below $1, Requesting a Distribution Minimum Required Distributions Lump-Sum Distributions Rollover Distributions Installment Payments How Installment Payments Are Calculated How Installment Payments Are Withdrawn From Your Account Changing the Distribution of Installment Payments If You Die While Receiving Installment Payments Deferring Your Distribution If You Are Not Vested Tax Considerations Required Tax Withholding Postponing Taxes and Tax Withholding Additional Taxes Assignment of Interest/Liens on Funds or Property What Happens If Benefits Are Denied When the Plan Changes or Ends What Else You Should Know About the Plan - Other Information/ERISA Plan and Related Information INEOS Retirement Savings Plan Plan Administrator: Plan Trustee Plan Recordkeeper FIDUCIARIES DISCRETIONARY AUTHORITY ERISA CLAIM PROCEDURES ERISA RIGHTS Your Right To Receive Information Duties of Plan Fiduciaries Enforcement of Rights Assistance with Your Questions Governing Plan Documents No Right to Employment... 34

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6 Because your future financial security is very important, the company offers you the INEOS Retirement Savings Plan. Participation in the employee contribution portion of this plan is completely voluntary and, if you are eligible, you may enroll any time. In addition, you may be eligible to receive employer contributions under the plan. This is explained in more detail in this Summary Plan Description. The INEOS Retirement Savings Plan is a 401(k) plan that lets you save on a pre-tax and after-tax basis, up to legal limits, toward your retirement. In addition, employer contributions are made under the plan for various eligible employee groups. All contributions and investment gains or losses are credited to your plan account. You choose how your plan account is invested from a wide variety of investment options. You not the company assume all investment risk. That means your account will benefit from any investment gains and experience any investment losses as well. This plan is intended to be a qualified retirement Plan under Section 401(a) of the Internal Revenue Code (the Code ) and to meet the requirements of Code Section 401(k). In the event of any inconsistency between a statement contained in this summary and the plan document, the terms of the plan document will control. In the event of any inconsistency between the online version of this document and the print version, the terms of the print version will control 2 Ineos Retirement Savings Plan

7 Participating Employers and Employees INEOS USA LLC is the plan sponsor and a participating employer in the plan for the benefit of its eligible employees. Certain INEOS employers and employee groups are eligible to participate in the Plan. The following are also participating employers in the plan for the benefit of their respective eligible employees. INEOS Heritage Companies Current as of January 1, 2012: INEOS Americas LLC INEOS Chlor Americas, Inc. INEOS Melamines LLC INEOS ABS (USA) Corporation Styrolution America LLC Formerly INEOS NOVA LLC and formerly INEOS Styrenics LLC Employee Groups: For certain purposes in this Summary Plan Description, the following employee groups are referenced in certain sections below: INEOS Heritage ( Heritage ) an employee of one of the INEOS Heritage Companies. Opt-Out Participant an INEOS Heritage Employee on July 31, 2009 or a Transferred Styrolution Heritage Employee on July 31, 2009 who opted out of participation as an active participant in the INEOS Pension Plan effective August 1, ABS Salaried Employee an employee of INEOS ABS (USA) who is a non-union employee. ABS Salaried Lanxess an employee of INEOS ABS (USA) who was a participant entitled to certain additional contributions in the Lanxess Defined Contribution Plan ABS Union Employee an employee of INEOS ABS (USA) who is a member of a collective bargaining unit. Indian Orchard Union Employee ( IO Union ) - an employee of Styrolution who is a member of a collective bargaining unit. Transferred Nova Chemicals Employee ( Transferred Nova ) - a non-union employee of Styrolution who was an employee of Nova Chemicals and became an employee of INEOS NOVA as a result of the INEOS-NOVA joint venture transaction. Transferred Styrolution Heritage Employee ( Transferred Heritage ) an employee of Styrolution who was an INEOS Heritage employee and became an employee of INEOS NOVA as a result of the INEOS-NOVA joint venture transaction. Transferred Styrolution USA Employee ( Transferred USA ) an employee of Styrolution who was an INEOS USA employee and became an employee of INEOS NOVA as a result of the INEOS- NOVA joint venture transaction. Transferred Styrolution BASF Employee ( Transferred BASF ) an employee of Styrolution who was a BASF employee and became an employee of Styrolution as a result of the INEOS- BASF joint venture. Styrolution Nova Employee a nonunion employee of Styrolution who is employed at a prior Nova Chemicals plant or site and hired post related JV transaction date. Styrolution Other Employee an employee of Styrolution who is employed at a prior INEOS Heritage, USA or BASF plant or site and hired post applicable JV transaction date. (This currently as of January 1, includes any Styrolution Inpatriate INEOS Retirement Savings Plan

8 employees who first became eligible on or after July 1, 2011.) Unless stated otherwise, the participating employers may be referred to individually and collectively in this Summary Plan Description as participating employer, employer or company. Service and compensation under the plan means service and compensation with any of the participating employers and transfers from ne participating employer to another does not constitute a termination of employment or severance from employment under the plan. Who Is Eligible In general, you are eligible to participate in the INEOS Retirement Savings Plan on your date of hire if you are an active employee of a participating employer (and on a U.S. dollar payroll). However, if you are employed on a temporary, irregular, or seasonal basis, you must first complete one year of eligibility service before becoming eligible. Eligibility service is one year of service during an eligibility computation period that has ended in which you have completed 1,000 hours of service. (An eligibility computation period is a consecutive 12-month period, the first of which begins on an employee's hire date and thereafter are consecutive 12-month periods ending on the last day of each plan year that begins after the employee s hire date.) You are immediately eligible to enroll if you have met the above requirements and are not excluded in one of the categories below. Regardless of your employee classification above, you are not eligible to participate in the INEOS Retirement Savings Plan if you are: a member of a collective bargaining unit (union), unless your collective bargaining agreement provides that you may participate in the INEOS Retirement Savings Plan; a non-resident alien with no U.S. income; a leased employee; covered by an agreement specifying that you are not eligible to participate in the INEOS Retirement Savings Plan; employee whose compensation for services on behalf of a participating employer is not paid directly by the participating employer not classified as an employee on a participating employer s payroll, even if you are reclassified as an employee an independent contractor or fee-forservice worker; an employee who is a resident of and subject to the income tax laws of Puerto Rico; receiving employer contributions under or making contributions to another company tax-qualified defined contribution retirement plan; or inpatriate employees (citizens or residents of a foreign country) first covered by U.S. payroll on or after January 1, 2006, except if: employee loses coverage or benefit accrual under home country plan or it is provided otherwise by agreement between the employee and participating employer or the employee is a Lanxess Transferred Employee. How to Enroll If you are eligible to participate in the INEOS Retirement Savings Plan, you can enroll anytime through The Principal Retirement Service Center at When you enroll in the INEOS Retirement Savings Plan, you will need to: determine how much to contribute; choose your investment options; and designate a beneficiary, who will receive your INEOS Retirement Savings Plan benefits in the event of your death. By enrolling in the INEOS Retirement Savings Plan, you authorize your employer to take payroll deductions each pay period based on the percentage of eligible pay you elect to contribute to the plan. 4 Ineos Retirement Savings Plan

9 Contributions to the INEOS Retirement Savings Plan will begin as soon as administratively possible after you enroll. The first time you access your account at The Principal Retirement Service Center, you will need to establish your new Username and Password link. You will need to key the plan s contract number, , when logging in for the first time. There will be a series of security verification questions that you ll need to answer. Once completed, your username and password will be set. Beneficiary Designations When you enroll in the INEOS Retirement Savings Plan, you will need to designate a beneficiary, who will receive your INEOS Retirement Savings Plan account in the event of your death. If you are married, your spouse is automatically your beneficiary. If you want to designate someone other than your spouse to be your sole primary beneficiary, your spouse must consent in writing each time you make a new designation. A notary public must verify that consent. In any case, a beneficiary designation should be completed. If you are not married, you may designate anyone you wish to be your beneficiary, and you may change this designation as often as you like. If you do not designate a beneficiary, if no designated beneficiary survives you or if your beneficiary designation was not filed properly, upon your death, your account will be paid to your estate. You can name one person, more than one person, or a trust or other legal entity as your primary beneficiary. You can also name a secondary beneficiary, or contingent beneficiary, to receive your account in the event your primary beneficiary(ies) dies before you. If you name more than one primary beneficiary and one of those beneficiaries does not survive you, his or her portion will be shared equally among any remaining beneficiaries of the same type (primary or contingent). Payment will be made to your contingent beneficiary(ies) only if there is no surviving primary beneficiary(ies). You should be aware of some additional provisions that apply to beneficiary designations: Your beneficiary designations cannot be changed by anyone after your death. A divorce does not automatically revoke your former spouse as a designated beneficiary. You must change your beneficiary designation to replace him or her. However, if you remarry, your new spouse will automatically be your sole primary beneficiary unless proper spousal consent is obtained. A qualified domestic relations order (QDRO) may affect your beneficiary designation. Remember to review your beneficiary designations in the event your family status changes for example, if you marry, divorce or become widowed. To designate your beneficiary or change your beneficiary designation, you can do so via The Principal Retirement Service Center at If your spouse is waiving his or her rights as beneficiary, you will need to complete a paper beneficiary form and have it notarized. The beneficiary form can be found under the Plan Info & Forms link under your Account Information on Principal s website. If any required forms are not completed properly or accepted by Principal, your designation will not be valid. If you do not choose a beneficiary, your designation will follow the hierarchy provided in the Plan. INEOS Retirement Savings Plan

10 How the Plan Works You may save up to 75% of your eligible pay on a before- or after-tax basis, up to plan and legal limits. Participation with regard to these employee contributions is entirely voluntary. Your before-tax and after-tax contributions combined cannot exceed 75% of your eligible pay. Based on your elections, your contributions are deducted automatically from each paycheck. You have the choice to contribute on a pre-tax and/or after-tax basis. You may also make rollover contributions to the plan. Your account will consist of different contribution sources, depending on your elections, historical contributions and the categories of contributions for which you are eligible. pre-tax, which holds your before-tax contributions and catch-up contributions, if applicable, after-tax, which holds your after-tax contributions; company match, which holds your company match contributions; pre-tax rollover, which holds any taxable amounts you have transferred or rolled over from another tax-qualified retirement arrangement or IRA; after-tax rollover, which holds non-taxable amounts you have transferred or rolled over from another tax-qualified retirement arrangement; and one or more categories of other company contributions that you may be eligible for under the plan as further described in the Other Company Contribution section below. Each of these contribution sources also reflects any gains or losses on the contributions. You have access to all or portions of your account balance through the INEOS Retirement Savings Plan s loan and withdrawal provisions. Please see the sections on How to Take a Loan and How to Take a Withdrawal for more details. Your Contributions You make your pre-tax and after-tax contributions through automatic payroll deductions. Your contributions are transferred to the trustee after each payroll cycle as soon as administratively possible. When you contribute to the INEOS Retirement Savings Plan on a pre-tax basis, your contribution is not subject to current federal and, in most cases, state or local income taxes while held in the plan. However, your pre-tax contributions are subject to federal employment taxes (i.e., FICA). Minimum Contribution The minimum contribution you may make is 1% of your eligible pay. (You may also choose to make no contributions.) Maximum Contribution You may designate whatever whole percentage of your eligible pay you wish to contribute up to 75%, subject to the following plan and legal contribution limits. Below are the legal limits for the 2012 plan year: There is an annual dollar limit set by law on pre-tax contributions to 401(k) plans such as the INEOS Retirement Savings Plan. If you are age 50 or older at any point during the plan year, you may contribute additional money on a pre-tax basis. This is called a catch-up contribution and requires a separate election to be made. Catch-up contributions also have an annual limit. For 2012, this limit $5,500. The IRS also limits total annual additions to 401(k) plans. The annual additions limit for 2012 is $50,000 and includes all employee and employer contributions (except catch-up contributions). The IRS also places an annual limit on the amount of eligible pay that can be counted for plan purposes. For 2012, this annual limit is $250,000 in eligible pay. 6 Ineos Retirement Savings Plan

11 Keep in mind that if you are a new employee the pre-tax contribution limits apply to your combined pre-tax contributions to all 401(k) plans (and certain other pre-tax employee contribution retirement plans) in which you have participated during the calendar year. As a result, you will need to keep track of your own total pre-tax contributions including catch-up contributions. Reminder: Your employee contributions will NOT automatically change from pretax to after-tax once you reach the annual pre-tax contribution limit. You must make a separate election if you wish to contribute to the plan on an after-tax basis. You may contribute on a pre-tax basis, an after-tax basis or any combination of the two throughout the year. You may make or change your elections by calling The Principal Retirement Service Center or online at The INEOS Retirement Savings Plan must also satisfy legal non-discrimination rules, designed to ensure that qualified retirement plans do not pay a disproportionate portion of their benefits to highly compensated employees. If you are a highly compensated employee for plan purposes as defined under the Code, your contributions other than catch-up contributions, which are not subject to these rules may need to be reduced or partially refunded in order for the plan to comply with these rules. You will be notified if you are affected. What Is Included in Eligible Pay Your INEOS Retirement Savings Plan contributions are based on a percentage of your eligible pay. For all employees except Indian Orchard union employees, eligible pay includes the following components of your pay from a participating employer: basic salary or wages (including forms of base pay delivered in alternative forms such as piecework, payment by mileage for drivers); overtime; shift and rate differentials; pay in lieu of vacation; fire brigade pay, for represented employees at the Carson Business Unit; and, variable pay (if applicable) for INEOS Heritage employees below grade S1 Also, for clarity, your eligible compensation includes your pre-tax salary deferral amounts under this plan and under cafeteria and flex plans. If you leave the Company, keep in mind that any of these eligible forms of payment received beyond 30 days following your last date of employment will generally not be considered eligible pay. What Is Not Included in Eligible Pay Eligible pay does not include the following components of your pay: sign-on, retention or ratification payments; severance or separation payments; spot awards, one-time awards, reward or recognition payments, or any other comparable payments; remuneration received attributable to moving or educational expenses; commissions; expense allowances or premium pay based on your work site; tax reimbursements; payments excluded as eligible pay under the plan by an employment contact or bonus plan; additional pay to compensate you for working during all or part of a 60-day period following notice in connection with a severance or separation program; awards under the 1998 Share Option Plan (or any other income under any equitybased plan); awards under the Long Term Performance Plan; INEOS Retirement Savings Plan

12 all bonuses, except if specifically set forth as eligible compensation above for certain INEOS Heritage employees; and any other remuneration note described as eligible above. The Advantages of Pre-Tax Savings Each dollar you contribute to the INEOS Retirement Savings Plan on a pre-tax basis is a dollar that is not included in your taxable income for that calendar year. You do not pay taxes on that money (including any investment income) until it is distributed from the plan. Pre-tax contributions do not reduce the amount of your compensation that is used to calculate pay-related benefits, such as life insurance, disability insurance, employer contributions under this plan or retirement benefits. Your Social Security benefits will not be affected by your contributions to the INEOS Retirement Savings Plan. Remember, you are always 100% vested in the contributions you make to the plan. Catch-Up Contributions In any year in which you are or reach age 50 or older, you are eligible to make additional pretax contributions. These contributions are referred to as catch-up contributions and require a separate election. Eligibility for catch-up contributions is based on your date of birth as found in Ceridian Self Service. It is your responsibility to make sure the date on file is correct. Corrective changes will not be made if you have not verified your date of birth in a timely manner. The Advantages of After-Tax Savings Making after-tax contributions offers several benefits: Any gains or income you earn on your investment options accumulates on a taxdeferred basis. You save through convenient payroll deductions. You can take an in-service withdrawal of your after-tax contributions (with allocable earnings). (In contrast, withdrawals from your pre-tax contribution source are more restricted.) You are always 100% vested in the market value of your after-tax contributions. Changing Your Contribution Amount After you enroll in the Plan, you may change your contribution amount in 1% increments or stop contributing at any time. When you enroll for the first time or make changes to your contribution elections, The Principal will send your election to the Benefits Department on a weekly data file for uploading into the payroll system. These files are created after the stock market close every Wednesday (or 3 pm central) and are transmitted overnight. Every Thursday, the Benefits Department uploads the file to the Ceridian payroll system, updating employee records. Depending upon your payroll cycle and check date, your election will update within one to two pay periods or as soon as administratively possible. Rollover Contributions You may rollover contributions into the INEOS Retirement Savings Plan while you re an active or inactive participant. The Plan will accept three different types of rollovers: Direct rollover from other employer eligible retirement plans Indirect participant rollover contributions from other employer eligible retirement plans; and, Indirect participant rollover contributions from IRAs. A direct rollover is where the institution sends the check directly to The Principal. A direct rollover can also occur if the check is mailed to you, but made payable to The Principal FBO Your Name. In this case, you should give the check to The Principal as soon as possible, but in any event within 60 days of the distribution date. Either way, the rollover is sheltered from taxes. An indirect participant rollover from either an eligible retirement plan or an IRA occurs if you receive a distribution by way of a check made payable directly to you, the distribution is eligible to be rolled over to the plan, and within 60 days 8 Ineos Retirement Savings Plan

13 of the distribution date you write a check to The Principal (for all or part of the distribution amount) for the purpose of making a rollover contribution into the plan. All rollovers must come from a qualified plan as described in Code Section 401(a), 403(a), a Code Section 403(b) plan, a governmental eligible plan under 457(b) or an individual retirement account or annuity as described in Code Section 408(a) or (b). If you are unsure if your rollover qualifies, please contact Principal for assistance. When rolling over your contributions, you most likely will have to complete forms for the plan/entity from which the contribution is coming, as well as complete a Rollover Contribution Form for The Principal. The Rollover Contribution Form can be found under Plan Info & Forms via For purposes of the Self-Directed Brokerage Account, Rollover Contributions will be allowed in cash or in kind. An in-kind distribution must be of an allowable security under the Self-Directed Brokerage Account. Prior to initiating an in-kind transfer, you should contact The Principal to be sure the security is allowed and to obtain the appropriate transfer instructions. You are always 100% vested in your Rollover Contributions. Eligible Employees USA Transferred USA Heritage Transferred Heritage ABS Salaried ABS Union Opt-Out Participant IO Union All Other Employee Groups Not Listed Above Hire Date If Relevant and not in Employee Definition Prior to 1/1/2008 Prior to 1/1/2008 Prior to: 7/1/2011 7/1/2008 Match Formula 100% up to 6% 100% on first 2%, plus 50% on the next 4% 100% up to 6% 50% on first 8% 100% up to 6% Contribu tions Eligible for Match Pre-tax, Catchup and Aftertax Pre-tax and Catchup Pre-tax and Catchup Pre-tax and Catchup Pre-tax and Catchup Company Match, True-Up and Other Company Contributions Company Match Contributions In addition to your own contributions, you will receive a company match contribution, matching at a stated match % your contributions up to a certain level of contributions (in effect match contributions up to a certain percentage of your eligible compensation)as long as you participate in the Plan. The amount you receive in match depends on your date of hire, company heritage and union status. The table below reflects the various company match formulas and the contributions upon which they are based. Company match contributions are invested in the same manner as you elect to invest your employee contributions. You may initiate transfers to other investment options at any time. Any investment gains or losses associated with company match contributions are credited to your company match contribution source. Company Match True-up Contributions If you are an active employee on the last day of the Plan Year, you may be eligible for an additional matching contribution call a company match true-up contribution. Once the year has ended, all participant and company match contributions are reviewed to ensure all contributing participants received INEOS Retirement Savings Plan

14 the maximum company match possible. This is important for those employees that may have suspended contributions during the year, enrolled after the first of the year, or had one or more deferral changes throughout the year. True-up contributions can be processed at any time after the year ends. The Match True-up Contribution source does not apply to Indian Orchard Union Employees. Other Company Contributions Other company contributions that you may be eligible for include: (1) company base contributions (2) additional company base contributions (3) enhanced company base contributions (4) transition credits, and (5) incentive credits. Your eligibility for additional company contributions depends on your date of hire, company heritage, union status, and whether or not you opted out of your pension plan. If your employee group is not listed, then you are not eligible for any of these Other Company Contributions. See the table for details. The % in the formula means % of eligible compensation. Eligible Employees USA Heritage Opt Out Participants ABS Salaried ABS Union Transferr ed Nova Styroluti on Nova Styroluti on Other ABS Salaried ABS Salaried Lanxess Transferred Nova and Styrolution Nova Transferred Nova Opt-Out Participants ABS Union if covered under ABS Pension Plan on 6/30/2008 Transferred BASF Hire Date If Relevant and not in Employee Definition On or after: 1/1/2008 1/1/2008 7/1/2011 7/1/2008 Prior to 7/1/2011 Contributi on Name Company Base Company Base Additional Company Base Additional Company Base Enhanced Company Base Incentive Credit Transition Credits Transition Credit 3% 5% Formula % of Eligible Comp Up to 10% but reduced to 0% in % 0-3% based on age and service 1% Effective: 8/1/2009 thru 12/31/ % based on age and service Individual % Effective 2012, Ineos Retirement Savings Plan

15 Additional Information All Company Contributions may be calculated on a per period payroll basis, but are generally considered made on a per plan year basis or attributable to a respective plan year. All annual contribution limitations are based on the plan year. Other Company Contributions are considered to be discretionary contributions and their percentage rates may change (increase or decrease, including zero) for a Plan Year. The Transition Credit Contributions for ABS Union Employees if covered under ABS Pension Plan on 6/30/2008 are based on the following combined age and vesting service table. Age and vesting service are each determined based on whole years and whole months, with any partial month being rounded-up. Participant Age plus Vesting Service as of June 30, 2008 % of Eligible Compensation Less than 50 0% 50 or greater but less than 60 1% 60 or greater but less than 70 2% 70 or greater 3% The Enhanced Company Base Contributions for the Transferred Nova Employees are based on the following points table. The points are calculated in accordance with certain provisions of the Nova Chemicals, Inc. Employee Savings and Profit Sharing Plan as effective January 1, The points for each affected participant has been calculated and communicated to the participant. Points as of January 1, 2008 % of Eligible Compensation Less than 50 0% % % 70 or greater 3% The Transition Credit Contributions for the Transferred BASF Employees are based on certain percentages of eligible compensation calculated on an individualized basis. The respective percentage for each affected participant has been calculated and communicated to the participant. In the event a Transferred BASF Employee has a termination of employment and is rehired, the rehired employee will no longer be eligible to receive these Transition Credit Contributions. Investment Options The INEOS Retirement Savings Plan allows you to choose from many different investment options. The Plan, through selection by the appointed Investment Committee, offers a broad range of diversified investments that will enable you to construct a portfolio to achieve aggregate risk and return characteristics within a range of your choice. Keep in mind that you have sole responsibility for choosing those investment options in which you invest initially and for exchanging your investment options over time. Neither the company nor any other plan fiduciary is liable for any loss in value of your investment holdings resulting from your exercise of your investment responsibility to the extent permitted under Section 404(c) of ERISA. Asset Class Descriptions Asset allocation is the practice of having a mix of different asset classes and investment options within an investment portfolio. The majority of the investment options in the Plan fall into five asset classes that range from lower risk to higher risk: Short-Term Fixed Income, Fixed Income, Large U.S. Equity, Small/Mid U.S. Equity and International Equity. Generally, asset classes with lower INEOS Retirement Savings Plan

16 levels of risk usually offer a lower potential for growth. Meanwhile, asset classes with higher levels of risk typically offer more potential for growth. Short-Term Fixed Income This asset class is generally composed of shortterm, fixed-income investment options that are largely liquid and are designed to not lose much value. These investment options may include stable value, money market, shortterm bond, and guaranteed interest accounts. They are considered to be among the least risky forms of investment options. However, they typically have a lower rate of return than equities or longer-term fixed income investment options over long periods of time. Depending on the objectives of the investment options, they may experience price fluctuations and may lose value. Fixed Income This asset class is generally composed of investment options that invest in bonds, or debt of a company or government entity (including U.S. and Non- U.S.). It may also include real estate investment options that directly own property. These investment options typically carry more risk than shortterm fixed income investment options (including, for real estate investment options, liquidity risk), but less overall risk than equities. All investment options in this category have the potential to lose value. Balanced/Asset Allocation This asset class is generally composed of a combination of fixed income and equity investment options. These investment options may include balanced, asset allocation, targetdate, and target-risk investment options. Although typically lower risk than investment options that invest solely in equities, all investment options in this category have the potential to lose value. Large U.S. Equity This asset class is generally composed of investment options that invest in stocks, or shares of ownership in large, well-established, U.S. companies. These investment options typically carry more risk than fixed income investment options but have the potential for higher returns over longer time periods. They may be an appropriate choice for long-term investors who are seeking the potential for growth. All investment options in this category have the potential to lose value. Small/Mid U.S. Equity This asset class is generally composed of investment options that invest in stocks, or shares of ownership in small to medium-sized U.S. companies. These investment options typically carry more risk than larger U.S. equity investment options but have the potential for higher returns. They may be an appropriate choice for long-term investors who are seeking the potential for growth. All investment options in this category have the potential to lose value. International Equity This asset class is composed of investment options that invest in stocks or shares of ownership in companies with their principal place of business or office outside the United States. These investment options often carry more risk than U.S. equity investment options but may have the potential for higher returns. They may be an appropriate choice for longterm investors who are seeking the potential for growth. All investment options in this category have the potential to lose value. Other This asset class is composed of investment options that do not match the other categories. Examples include investment options which concentrate on specific sectors such as technology and natural resources. These investment options may have varying degrees of risk and return potential and could lose value. Separate Accounts and Mutual Funds Some of investments offered under the plan are called separate accounts and others are mutual funds. You should know that the Separate Accounts are very similar in nature to mutual funds. Read on for more details. Separate Accounts are offered through a group annuity contract with the Principal Life 12 Ineos Retirement Savings Plan

17 Insurance Company. Income gains and losses from the account are credited to or charged against the investment option. Separate Accounts are pooled investment options that combine retirement funds from many retirement plans. By pooling retirement funds, plans can make larger, more efficient investments than by investing each plan s retirement funds separately. No guarantees apply to Separate Accounts. The value of each retirement account changes daily based on investment income, expenses, and changes in the value (price) of the investment options held. Fact sheets are available for your reference. Separate Accounts are approved by each state s insurance commissioner in order to be sold under retirement plans in each state. The performance for Separate Accounts can be found on the Principal website. These investments do not have ticker symbols assigned like mutual funds and stocks so you ll need to monitor their performance at Principal or by your quarterly statement. Mutual funds work much like a Separate Account. Mutual funds are offered by an investment company that offers and sells outstanding securities which are redeemable on demand by the shareholder at current net asset value. All owners of the mutual fund share in the gains or losses of the mutual fund. Prospectuses and fact sheets are available for your reference. No guarantees apply to these mutual funds. Mutual funds are also governed by the regulations of the Securities and Exchange Commission (SEC). Self-Directed Brokerage Accounts A self-directed brokerage account provides you with the opportunity to invest in stocks, bonds and mutual funds outside of the core investment line-up within the plan. Certain fees will apply to maintaining the account and conducting transactions, just like a brokerage account. A special application will be required to open an SDBA. For more details, you may reference the Principal Self- Directed Brokerage Account SM, Self-Directed Brokerage Account Fee Summary and application online at Investment Line-Up You have received various information communications related to the available investment options under the Plan. Detailed investment option information for each available investment option such as Fact Sheets, prospectuses, investment performance can be obtained by going to the Investments link found on the Principal website at You may also contact the Investment Committee representative for information about the available investment options. Setting Your Investment Direction You decide which investment options best suit your needs. At any time you can set your investment direction by calling The Principal or online at If you enroll in the plan and fail to make an investment election, your contributions will be invested automatically in the Principal LifeTime Fund that is most age appropriate for you. The Principal LifeTime Funds are the Plan s default investment election. Detailed information regarding the investment options available can be found in the Enrollment Kit and online at Transferring Among Investment Options You may transfer in and out of the investment options at any time as often as you would like by contacting The Principal via phone or online at Be aware that some investments have transfer restrictions and redemption fees so be sure to obtain this information before initiating a transfer. It is important to review your investments periodically to ensure you re on track for retirement. To help make rebalancing your account easier, you may want to take advantage of Principal s Schedule Rebalance feature. With a one-time set-up, you can select to rebalance your account right away and/or schedule rebalancing to occur either quarterly or annually. You can revoke this feature on your account at any time. Vesting INEOS Retirement Savings Plan

18 Your right to ownership of your INEOS Retirement Savings Plan account is known as vesting. You are always 100% vested in the value of your pre-tax contribution source (including catch-up contributions), your after-tax contribution source and your rollover contribution sources. That means you will be entitled to receive 100% of the market value of these contribution sources when you leave the Company, regardless of your length of service. Subject to the exceptions below, to be fully vested in your company contributions, you must have completed at least three years of vesting service. Exceptions: Indian Orchard Union Employees are 100% vested in all contribution sources. Transferred Nova Chemicals Employees are 100% vested in company contribution sources after the completion of one year of vesting service. In any event, you will become 100% vested in the event you meet one of the following criteria: attain age 65 while employed by the Company; or become totally and permanently disabled or die while employed by the Company; or declared mentally incompetent You may also become 100% vested in your company contribution sources immediately if you terminate employment: involuntarily as a result of a sale of all or part of your employer to an unrelated entity or as a result of the closing of, or a cessation of operations at, a facility; under the terms of a written severance plan of general application adopted by the Company; or involuntarily as a result of your employment function being outsourced in accordance with a contract between the Company and the outsourcer. Vesting service is measured on a period of service basis commencing on your hire date and generally ending on your termination of employment date. The period is expressed as years and fractional years on the basis that 365 days equals one year. Special Rule: If you have a rehire date within the 12 consecutive month period following your termination date (or the first date of your absence, if earlier than your termination date), you will be credited for the period of time between your severance date and rehire date. Also see other sections in the Summary Plan Description related to leaves of absence and certain service credit during these periods. Also, if you became an employee of a participating employer as a result of an acquisition, joint venture, or similar transaction, certain special vesting and service rules may apply to you, such as receiving carryover credit for service with the prior employer. If this is the case, you have received additional explanatory information at the time of the transaction. If you are not yet vested when you leave the Company, the unvested portion of your company contributions will generally be forfeited as of the earlier of the following two dates: the date you take a total distribution of your plan account; or the last day of the 5 year period beginning on your last day of employment, unless you are rehired. Forfeitures are used to reduce future employer contributions or reduce plan expenses. How to Access Your Account Enrolling in the plan or accessing your account information is easy! Visit The Principal Retirement Service Center at 14 Ineos Retirement Savings Plan

19 to set up your account access. Follow the instructions below: Click on the Login button and then the Personal Login link Select the Establish your new Username and Password link Enter the retirement plan Contract number/plan ID (614398) Answer the security verification questions and follow the prompts. You have daily access to view your account securely through the Principal s website. You will also receive quarterly statements of your account and performance. There you will have access to your account statements and your personal rate of return for the past 7 calendar quarters. You decide how to review your account quarterly hardcopy statements mailed to your home or viewing them online. In these statements both hardcopy and online you will see how your plan investment options are performing and how much you and the company have contributed during the relevant period and related fees and expenses will be reported. You will also receive the status of any outstanding loans you have from the INEOS Retirement Savings Plan, plus summaries of any transactions performed during the relevant period. Contact The Principal Retirement Service if you have any questions about the information on these statements. How to Take a Loan You may take out a loan from your INEOS Retirement Savings Plan account for any reason before you leave the Company. You may have no more than two loans outstanding at one time. When you take out a plan loan, you make loan repayments to your INEOS Retirement Savings Plan account with interest. Repayments are made through automatic payroll deductions in equal installments over a specific period of time. If you have an outstanding loan and you are not receiving a paycheck from a participating employer, The Principal will provide a coupon book for repayments. Contact The Principal for more details. Types of Loans Two types of loans are available: short-term loans and residential loans. You may take a short-term loan for any reason. Residential loans can be used only to purchase your principal place of residence. Applications for residential loans require submittal of a sales agreement. Minimum Loan Amount The minimum amount you may borrow from your INEOS Retirement Savings Plan account is $1,000. Maximum Loan Amount The maximum amount you may borrow from your INEOS Retirement Savings Plan account is the lesser of: 50% of your vested balance reduced by any outstanding loan balance on the date a new loan is made, or $50,000 reduced by any outstanding loans you have taken over the previous 12 months. Interest Rate on Plan Loans The interest rate on any loan you take out from your INEOS Retirement Savings Plan account will be based on the prime rate as indicated in The Wall Street Journal on the last business day of the previous quarter, plus 1%. Once established, the rate is fixed and will not change for the term of your loan. For example, if the interest rate is 4% on March 31 (a business day), your interest rate for a loan initiated on June 1 would be 5%. How to Apply for a Plan Loan You may apply for or model a loan from your INEOS Retirement Savings Plan account through The Principal. In addition to the loan amount, a loan setup fee of $35 will be charged against your account each time you take out a loan. This setup fee may be changed from time to time. There is no charge for modeling a loan. INEOS Retirement Savings Plan

20 Unless you elect otherwise by speaking with a Participant Services Representative at The Principal Retirement Service Center, your loan will be prorated across your plan investment options. If you apply for a loan and satisfy the conditions that apply to your application, you will be sent a check (or electronic funds transfer (EFT), if elected) for the amount of the loan, along with a hardcopy (or online if EFT is elected) loan agreement that contains a truth-in-lending disclosure. You should read your loan agreement carefully before endorsing your loan check (or endorsing online), as your endorsement will bind you to the terms of the loan agreement. If you change payroll frequencies (e.g., biweekly to semi-monthly), your loan will be automatically re-amortized. Generally, an outstanding loan will become due and payable in full, in any event, 60 days after a participant has a termination of employment. Repayment of Plan Loans If you take out a loan from your INEOS Retirement Savings Plan account, your loan repayments including principal and interest will be automatically deducted in equal amounts from each paycheck on an after-tax basis. Your loan repayments will be invested according to your current investment elections and credited to the contribution sources in reverse order from the order used to fund the loan. If you do not make a loan payment when it is due, your entire loan balance will be considered in default. Loans in default will be treated as withdrawals and will be subject to regular income taxes, including if applicable a 10% early-withdrawal penalty, unless you make your missing payment within the calendar quarter following the calendar quarter the delinquency occurred. If you default on a loan, you must repay the defaulted loan (plus interest) before you take out a new loan. The minimum repayment period is six months. The maximum time period for repayment of short-term loans is five years. However, if the loan is for the purchase of your principal place of residence, the maximum time period for loan repayment is 15 years. 16 Ineos Retirement Savings Plan

21 Prepaying a Plan Loan You may prepay the total unpaid balance of your loan at any time without penalty. To arrange for prepayment, contact The Principal to learn the process for making such payments. To avoid interest charges for an additional month, be sure that your prepayment check is received by the 20 th of the month. Also, you can always make additional payments by check and the amount will be applied to the principal. How To Take a Withdrawal While You Are Employed While you are working at the Company, you may be able to take an in-service withdrawal of all or a portion of your INEOS Retirement Savings Plan account. In-Service Withdrawal Sources and Timing In-service withdrawals are subject to the following restrictions relating to contribution sources and timing: Contribution Source Amount Available Limitations Pre-tax The entire amount, if you If you are under age 59½ and have an immediate are at least age 59½. The amount required to meet your financial need, if financial need, you will have to access all other plan loans or withdrawals from all Company plans before you can request a hardship withdrawal. you qualify for a hardship withdrawal. None, if you are not yet age 59½ and do not qualify for a hardship withdrawal. After-tax The entire amount. None, except allocable portion of earnings, subject to tax will be part of each distribution Pre-tax rollover The entire amount. None. After-tax The entire amount. None, except allocable portion of earnings, subject rollover All Sources Entire Account The entire amount at your Normal Retirement Date, which is age 65 to tax will be part of each distribution None if you have reached your Normal Retirement Date of age 65. The plan provides that even if you are an employee, on your Normal Retirement Date, you may choose to have your retirement benefit begin. There are special withdrawal rules that apply to participants covered under certain INEOS predecessor plans. If you participated in the INEOS USA Employee Savings Plan, then with respect to match contributions (including match true-up contributions) accrued as of August 1, 2007 (as adjusted for earnings and losses), you may take an in-service withdrawal at any time. If you participated in the INEOS Personal Retirement Plan, then with respect to your entire account INEOS Retirement Savings Plan