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REGULATION (EEC) No 4064/89 MERGER PROCEDURE

Article 6(2) NON-OPPOSITION Date: 18/11/2002

Also available in the CELEX database Document No 302M2854

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 18/11/2002

In the published version of this decision, some information has been omitted pursuant to ArticleSG (2002) D/232751 17(2) of Council Regulation (EEC) No 4064/89 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus [Ö]. Where possible the information omitted has been replaced by ranges of figures or a general description.

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(2) DECISION

To the notifying parties

Dear Sir/Madam,

Subject: Case No COMP/M.2854 ñ RAG/Degussa Notification of 03.10.2002 pursuant to Article 4 of Council Regulation No 4064/891

1.On 03 October 2002, the Commission received a notification of a proposed concentration whereby German undertaking RAG AG acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Degussa AG by way of purchase of shares.

2.After examination of the notification, the Commission has concluded that the notified operation falls within the scope of the Merger Regulation and does not raise serious doubts as to its compatibility with the Common Market and with the EEA Agreement.

I. THE PARTIES

3.RAG is an international mining and technology group of companies based in Essen, Germany. One of its subsidiaries, R¸tgers AG, produces a range of chemicals and plastics. In particular, R¸tgersí subsidiary [Ö]Bozzetto S.p.A. produces input products for concrete admixtures.

4.Degussa, headquartered in D¸sseldorf, Germany, produces various specialty chemicals. Its six main division include Construction Chemicals, Health and Nutrition, Fine and Industrial Chemicals, Performance Chemicals, Coatings and Advanced Fillers and Specialty Polymers.

1OJ L 395, 30.12.1989 p. 1; corrigendum OJ L 257 of 21.9.1990, p. 13; Regulation as last amended by Regulation (EC) No 1310/97 (OJ L 180, 9. 7. 1997, p. 1, corrigendum OJ L 40, 13.2.1998, p. 17).

Commission europÈenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

II. THE OPERATION

5.RAG will acquire sole control over Degussa in a two-stage transaction. On 24June 2002, RAG launched a public tender offer for Degussa. The offer lapsed on 9 August 2002. As a result of the public bid and an agreement between RAG and German utility E.ON, which requires E.ON to sell to RAG such number of shares required to equalise the shareholdings of RAG and E.ON in Degussa, both RAG and E.ON will hold equal stakes in Degussa during a transitional period which will end on 31 May 2004. Before 9 August 2002, E.ON owned 64.6% of Degussa stock, with the remainder held by financial investors.

6.By 31 May 2004, RAG will increase its Degussa stake to a majority holding of 50.1% with E.ON selling to RAG the Degussa shares required for this purpose. E.ON will subsequently not maintain its minority shareholding in Degussa but will gradually reduce its remaining stake by flotation on the stock market, as required for U.S. regulatory reasons following E.ONís acquisition of Powergen.

7.The notified operation is conditioned, inter alia, on the regulatory approval of the E.ON/Ruhrgas transaction, which is currently pending in a German court.

[Ö] RAG owns a [Ö] stake in the Italian company Brede s.r.l. (ìBredeî) [Ö]. Brede is a manufacturer of naphthalene sulfonate (NSF).

III. CONCENTRATION

9.The transaction consists of two subsequent steps leading to the acquisition of sole control of Degussa by RAG on 31 May 2004.

10.During the first stage of the transaction, starting no later than 31 March 2003 and ending on 31 May 2004, both E.ON and RAG will hold equal stakes in Degussa. They will jointly manage Degussa as equal partners pursuant to a shareholders agreement. The Chairman of the Supervisory Board will be nominated by RAG. [Ö] It can therefore be concluded that RAG and E.ON will jointly control Degussa during this first stage.

11.On 31 May 2004 RAG will increase its stake in Degussa to 50,1 %. Pursuant to the legally binding ìFuture Purchase Agreementî (ìTerminkaufvertragî) of 20 May 2002, RAG will acquire from E.ON the number of Degussa shares required to achieve that purpose. After 31 May 2004, E.ON will retain certain veto rights in Degussa as long as it holds a stake of at least 30 %. These veto rights relate, inter alia, [Ö] The transition to sole control of Degussa by RAG will therefore take place after no more than three years of joint control by RAG and E.ON.

12.The transaction can be considered as one single concentration consisting of the acquisition of sole control over Degussa by RAG, although effectuated in two consecutive steps, with a starting-up period of joint control. Point 38 of the Commission Notice on the concept of concentration under Council Regulation (EEC) No 4064/89 on the control of concentrations between undertakings states that an operation will normally be considered to be an acquisition of sole control, where it leads to joint control for a starting-up period of up to three years, but according to legally binding agreements this joint control will be converted into sole control by one of the shareholders.

13.In the present case, the acquisition of sole control by RAG within no more than three years is a legal certainty. Moreover, the phase of joint control is scheduled as a transitional period since its economic rationale is to ensure the continuity of Degussaís ongoing restructuring program. Furthermore, RAG will nominate the Chairman of the Supervisory Board from the beginning. In view of these elements the Commission concluded to consider the transaction as one single concentration leading to the acquisition of sole control of Degussa by RAG.

IV. COMMUNITY DIMENSION

14.The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion(RAG: EUR 15,289 million; Degussa: 10,843 million). Each of RAG and Degussa have a Community-wide turnover in excess of EUR 250 million (RAG: 12,416 million; Degussa: [Ö] ), but Degussa does not achieve more than two-thirds of its aggregate Community-wide turnover within a single Member State. The notified operation therefore has a Community dimension.

V. THE RELEVANT MARKETS

A. Relevant Product Markets

(i) Horizontal Effects

As far as horizontally overlapping activities are concerned, the parties argue that the following relevant product markets apply:

• input products for concrete admixtures,

• resin-based injection materials and PU foam-based systems used for mining, tunnelling and underground construction, and

• thermoplastics.

Input Products for Concrete Admixtures

The parties submit that there exists one single relevant product market comprising the following four inputs for concrete admixtures:

• Naphthalene sulfonates (NSF),

• Lignosulfonates (LSF)

• Melamine sulfonate (MSF), and

• Polycarboxylate (PCE)

In the partiesí view, all four inputs are substitutable from the customerís point of view and compete with each other on a comparable price-performance spectrum, although they have different characteristics and prices.

By contrast, respondents to the Commissionís market investigation have stated that substitutability of one input for another is very limited for technical and, in some countries (such as France and Germany), regulatory reasons. While some customers stated that no significant substitution is possible at all, others considered that marginal ìupwardî substitution of a higher performing input for a lower performing input is possible. There would thus be a chain of (marginal) one-way substitutability from LSF (lowest performance) over NSF and MSF to PCE (highest performance). NSF and MSF are generally considered to have similar performance but substitution is limited by specific characteristics, such as the effect on the colour of the concrete. One-way substitutability would lead to the following four relevant product markets:

(i) LSF, NSF, MSF and PCE

(ii) NSF, MSF and PCE

(iii) MSF and PCE

(iv) PCE

The market investigation showed that LSF does clearly not constrain competitive conditions in the remaining admixture segments (NSF, MSF, PCE) due to its cost/performance ratio as well as its lower performance. Currently, LSF accounts for about [70-90%] of all concrete admixture inputs, which include all the standard applications for concrete. NSF, MSF and PCE account for the remaining [10-30%] of concrete admixture inputs, where LSF is unsuitable because a better performance (mostly a higher level of water reduction) is required.

Even if there may be technical upward substitutability between the different admixture inputs, the market investigation has not generated conclusive evidence as to whether such substitution would be economically viable in response to a SSNIP (5-10% price increase). The substantial price differences between the different inputs could indicate that technical requirements rather than relative prices may be the dominant determinant of input mix:

Approximate relative prices 2001, index PCE=100 (source: parties/ market investigation)

LSF NSF MSF PCE

[5-15] [20-30] [35-45] 100

However, whether each admixture input constitutes a separate relevant product market or whether the four product market listed in paragraph 18 above apply, can be left open,

because the notified operation leads to serious doubts as to its compatibility with the Common Market under either possible market definition.

The market investigation did not indicate any further sub-segment within NSF that would form a separate relevant product market. In particular, there appears to be supply-side substitutability between NSF produced for different applications, such as concrete admixtures and textiles. [Ö] The figures given for NSF capacity, production and merchant sales in the assessment section below therefore relate to NSF irrespective of end use.

Resin-based Injection Materials and PU Foam-based Systems

23.Resin based injection materials and PU foam-based systems are used in mining, tunnelling and underground construction, to stabilise rock and soil and to seal gaps against gas leaks and water outflows, and in the construction industry for concrete repair applications. Both RAG and Degussa are active in the manufacture and sale of resin-based injection materials and PU foam-based systems.

24.The parties argue that it is not necessary to further delineate the market according to application, i.e. construction and mining industry. On a narrower market definition there would only be an overlap concerning the construction industry, [Ö]

25.However, it is not necessary to further delineate the relevant product market because, under any possible market definition considered, effective competition would not be significantly impeded in the EEA or any substantial part of that area.

Thermoplastics - PBT

26.Both RAG and Degussa produce thermoplastic moulding compounds, which are used in electric, household and automotive applications. Degussa produces so-called Plexiglas and nylon-based thermoplastics. Plexiglas is a transparent material used in a wide range of applications, e.g. construction, skis and snowboards, bath tubs and shower cabins and medical products.

27.There is, however, only one thermoplastic, namely PBT, where the activities of RAG and Degussa overlap. RAG sells PBT mainly for use in power switches, while Degussa sells PBT for use in telecommunications and automotive systems.

28.However, it is not necessary to further delineate the relevant product market because, in all alternative market definitions considered, effective competition would not be significantly impeded in the EEA or any substantial part of that area.

(ii) Vertical Effects

Although there are a number of vertical relations between the merging parties, the only significant effects are in two areas:

Acetophenone

30.RAG is a manufacturer of acetophenone with an EEA-wide market share of [10-25%], while Degussa is a [Ö] customer of acetophenone accounting for [25-40%] of the EEA-wide demand. [Ö] R¸tgers is currently supplying [Ö] their production to Degussa, their capacity [Ö] to meet [..] the demand of Degussa.

31.However, it is not necessary to decide whether a relevant product market for acetophenone exists because, in all alternative market definitions considered, effective competition would not be significantly impeded in the EEA or any substantial part of that area.

Isophorone and 3,5-xylenol

32.Degussa is a manufacturer of isophorone with an EEA-wide market share of [65-80%], while RAG is a customer of isophorone accounting for [0-15%] of the EEA-wide demand. RAG uses isophorone exclusively for the production of 3,5-xylenol.

33.However, it is not necessary to decide whether relevant product markets for isophorone and 3,5-xylenol exists because, in all alternative market definitions considered, effective competition would not be significantly impeded in the EEA or any substantial part of that area.

B. Relevant Geographic Market

(i) Horizontal Markets

Input Products for Concrete Admixtures

34.According to RAG, the geographic market is determined essentially by transport costs. The parties submit that NSF and MSF can be supplied within a radius of at least [300-600] km, LSF over slightly smaller distances. PCE, according to that parties, can be shipped world-wide. Based on the observation that admixture input plants are spread over much of Europe, the parties argue that the overlapping catchment areas give rise to a chain of substitution as a result of which the market would be EEA-wide, even if the different inputs are considered as belonging to separate product markets.

35.The market investigation has confirmed that NSF and MSF can be economically shipped within a radius of about 500-800 km from a plant, while no such limit exists for PCE. Indeed, there are about [25-40%] imports of PCE from Japan into the EEA.

36.However, the market investigation indicates that prices for concrete admixture inputs are negotiated bilaterally between manufacturer and customer, which would seem to enable suppliers to perfectly price discriminate between customers based in different locations (and thus different competitive settings). The ìoverlapping circlesî argument invoked by the parties does thus not apply.

37.Manufacturersí ability to price discriminate would theoretically lead to a situation where every customerís competitive situation would differ (and every customer location would thus form a separate geographic market). There are, however, a number of competitor plants in reasonable proximity to Degussaís two plants (located in Linz, Austria and Treviso, northern Italy). These competitor plants would a priori seem to be good substitutes for any customers affected by the combination of RAG/ Degussaís capacities. The area affected by the concentration appears to be exposed to reasonably homogeneous conditions in terms of available suppliers within economic transport distance to form a relevant geographic market for the competitive analysis of the present transaction. This market would comprise Austria, Switzerland, northern Italy, southern Germany and parts of France.

38.However, it is not necessary to determine the exact scope of the geographic market in this case because the notified operation raises serious doubts as to its compatibility with the Common Market even on the basis of the EEA-wide market shares supplied by the parties.

Resin-based Injection Materials and PU Foam-based Systems and

The notifying parties submit that the relevant geographic market for resin-based injection materials and PU foam-based systems is at least EEA-wide. They base their assumption on the non-existence of any regulatory restrictions, the homogeneity of the products and their relatively low transport costs (less than [0-10%] of the final price). However, given the notifying partiesí limited market shares, it is not necessary to delineate the precise geographic scope of the market for resin-based injection materials and PU foam-based systems because, in all alternative market definitions considered, effective competition would not be significantly impeded.

Thermoplastics - PBT

The notifying parties consider the market for thermoplastics/PBT as EEA-wide in scope. However, given the small overlap and given the different applications of R¸tgerís and Degussaís PBT products, it is not necessary to further delineate the relevant geographic market because, in all alternative market definitions considered, effective competition would not be significantly impeded in the EEA or any substantial part of that area.

(ii) Vertical Markets

Acetophenone

40.The geographic scope of the market for acetophenone seems to be EEA-wide. The four main European manufacturers account for around [75-95%] of the EEA-wide market, while imports account for less than [0-20%].

41.It is however not necessary to further delineate the relevant geographic market because, in all alternative geographic market definitions considered, effective competition would not be significantly impeded in the EEA or any substantial part of that area.

Isophorone and 3,5-xylenol

42.The geographic scope of the market for isophorone seems to be EEA-wide. There are [Ö] European manufacturers, [Ö] and [Ö], and imports account for less than [0-10%] of the EEA-wide market.

43.There are only two manufacturers world-wide, RAG and [Ö], which supply the worldwide demand from one factory each.

44.It is however not necessary to further delineate the relevant geographic markets because, in all alternative geographic market definitions considered, effective competition would not be significantly impeded in the EEA or any substantial part of that area.

VI. COMPETITIVE ASSESSMENT: THE OPERATION AS NOTIFIED

(i) Horizontal Effects

45.RAGís chemicals activities account for EUR 2.8 billion, or 18% of total group turnover. It is less than one-third the size of Degussa (EUR 10.8 billion). Concrete admixture inputs, the area where the most significant horizontal overlap occurs, represent [0-10%] of the combined groupís turnover, according to the parties.

Input Products for Concrete Admixtures

46.Neither RAG nor Degussa produce LSF. The partiesí market position in an overall market for LSF, NSF, MSF and PCE must therefore be weaker than in a market for NSF, MSF and PCE. The notified transaction leads to similar market positions both on a market for NSF/MSF/PCE and also on a narrower market for NSF, which is the only sub-segment where significant horizontal overlap occurs. (R¸tgers has only marginal activities in MSF and PCE.)

47.On a combined market for NSF, MSF and PCE, the following EEA-wide market shares arise (own calculations based on partiesí data):

NSF/ MSF/ PCE, market shares EEA

2001 Plant locations NSF/MSF/PCE % NSF/MSF/PCE Production (EUR)Merchant Sales (EUR)

Degussa I, A,D [Ö] [25%-40%] [Ö] [10%-25%]

R¸tgers D, I, E, PL, TR [Ö] [5%-20%] [Ö] [20%-35%]

[Ö] [Ö] [Ö] [Ö] [Ö] [Ö]

%

[Ö] [40%-55%]

[Ö] [40%-55%]

Parties

Clariant Huntsman CFPI Protex Rokita Dalton Mapei BASF Bayer Enaspol Europizzi Cromogenia Great Lakes Other NSF Perstorp S Sika CH, S, UK, E Kocevje SI Chryso F Desmepol NL Atofina F

UK E F F PL I I D D CZ I E I

[Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%] [Ö] [0%-15%]

Total

[Ö] 100,00%

[Ö] 100,00%

48.The market shares shown by the tables are based on an EEA-market (see section on geographic market definition above). RAG/ Degussa [Ö] would post-merger control [40-60%] of EEA production and [40-60%] of merchant sales of NSF/ MSF/ PCE. The next largest competitors are approximately one tenth of the partiesí size (with the exception of BASF, which controls [0-20%] of production but, due to its significant captive use, only has a merchant market share of [0-15%]). The EEA-market share understates the partiesí market position in central/ southern Europe, where most of RAG/ Degussaís plant are located and where the competitiveness of major competitors, including Clariant and Huntsman is limited by transportation costs.

49.On a separate market for NSF, the following market shares arise:

NSF, market shares EEA (partiesí data, same figures for volume and value)

2001 Capacity% Production% Merchant sales%

Degussa (D, A)* [10-25] [10-25] [0-15]

R¸tgers (D,I,E,PL,TK) [15-30] [20-35] [30-45]

[Ö] [Ö] [Ö] [Ö]

Combined [35-50] [45-60] [45-60]

BASF(D) [10-25] [5-20] 0

Bayer (D) [5-20] [0-15] 0

Clariant/Hodgson (GB) [0-15] [0-15] [5-20]

Huntsman (E) [0-15] [0-15] [5-20]

CFPI (F) [0-15] [0-15] [5-20]

Dalton (I) [0-15] [0-15] [5-20]

Mapei (I) [0-15] [0-15] [0-15]

* plant locations

50.Even on an EEA basis, RAG/ Degussa would post-merger control more than [45-60%] of NSF merchant sales and [45-60%] of NSF production. Two major producers, BASF and Bayer, are not active on the merchant market. Clariant and Huntsmanís production capacity is located at significant distance from the area where the parties activities overlap (D, I, A). Only Dalton and CFPI can be considered as direct competitors of RAG/ Degussa in terms of plant location, and their capacity and market shares are substantially smaller.

51.Several companies included in the table above, including BASF, Bayer and Clariant, produce NSF for captive use for applications other than concrete admixtures and it is not clear that a small (5-10%) price increase would lead them to divert production to the merchant market for concrete admixture inputs. In any case, even this would not substantially undermine the parties very strong market position.

52.Contrary to the partiesí assertion that ample spare capacity exists in the industry, the market investigation indicates that customers and competitors estimate industry-wide capacity utilisation to range between 80% and 100%.

53.Although the technology required for NSF production appears to be widely available, market participants would not expect new suppliers to enter the NSF/ MSF/ PCE or the NSF market in response to a 5-10% price increase because of the sunk investment required for such entry.

54.Given RAG/ Degussaís [Ö]combined market share and the existence of significant barriers-to-entry, the notified operation, hence, raises serious doubts as to its compatibility with the Common Market with respect to the creation of a single-dominant position in a market for NSF/ MSF/ PCE and the creation or strengthening of a dominant position in a market for NSF.

Resin-based Injection Materials and PU Foam-based Systems and

55.In 2001, RAG and Degussa had a combined value market share of approximately [0-15%] in terms of merchant sales in the EEA ([0-15%] for Degussa and less than [0-15%] for RAG). In view of this low market share and the small overlap the proposed concentration will not lead to the creation or strengthening of a dominant position on the market for resin-based injection materials and PU foam-based systems on any geographic market considered.

Thermoplastics - PBT

56.According to the notification, RAGís and Degussaís combined merchant sales share of an EEA-wide market for thermoplastics/PBT is approximately [20-35%] in volume terms (metric tons). However, the operation leads only to a very small addition of market shares as RAGís present activities in PBT are marginal (below [0-5%] market share/ EUR [Ö] sales).

57.In view of very small overlap and of the fact that RAGís and Degussaís PBT products focus on different applications and customers, the Commission concludes that the proposed transaction will not lead to the creation or strengthening of a dominant position on the market for thermoplastics/PBT.

(ii) Vertical Effects

Acetophenone

56.RAG is a manufacturer of acetophenone with an EEA-wide market share of [15-30%], while Degussa is a [Ö] customer of acetophenone accounting for [25-40%] of the EEA-wide demand. [Ö] R¸tgers is currently supplying [Ö] their production to Degussa, their capacity is [Ö] to meet [Ö] the demand of Degussa.

57.According to the notifying parties, expansion of production capacity for acetophenone can be done with limited effort.

58.Currently Ineos is the clear market leader in the market for acetophenone with a market share [higher than] RAG. Even if RAG would increase their capacity to supply [Ö] Degussa and Degussa would stop sourcing acetophenone [Ö], the market shares of RAG and [Ö] would still only be [Ö]. It is therefore concluded that the removal of Degussa as a customer for acetophenone will not lead to anti-competitive effects on the market for acetophenone.

Isophorone and 3,5-xylenol

59.There are two manufacturers on the world-wide market for 3,5-xylenol, namely RAG and the US-American company Schenectady. Schenectady recently acquired an Indian manufacturer of isophorone and is therefore vertically integrated as well.

60.Therefore it can be concluded that Degussaís [Ö] position on the upstream market for Isophorone will not lead to foreclosure in the market for 3,5-xylenol.

VII. MODIFICATION TO THE ORIGINAL CONCENTRATION

61.In order to remove the competition concerns raised by the operation in relation to the tentative markets for NSF/MSF/PCE and NSF, RAG has submitted undertakings to the Commission that will remove the serious doubts raised by the original transaction regarding its compatibility with the common market.

62.RAG on 25 October 2002 submitted a package of undertakings to transfer to a viable competitor [Ö] RAGís concrete admixture input division, Bozzetto S.p.A., including production plants in Filago/ Italy, Duisburg/ Germany and Lantaron/ Spain, [Ö]. Following the result of the Commissionís market test of these undertakings, RAG on 13 November 2002 submitted a number of limited modifications to the undertaking with a view to improving its effectiveness. In particular, the modified undertaking includes only option [Ö], clarifies that [Ö] shareholding in Brede is included in the divestiture package and provides for transitional supply agreements of the divested plants with naphthalene and other inputs. The text of the undertaking is annexed and forms an integral part of this decision.

63.The undertaking includes all of RAGís concrete admixture input production capacity and related assets in the EEA and will thus eliminate the overlap of RAG and Degussaís activities in this field. It enables a viable new competitor to be created in order to remedy the removal of Degussa as an independent supplier. The Commission, hence, concludes that the undertakings submitted by RAG are sufficient to remove the serious doubts raised by the original concentration in this field.

64.In order to ensure that RAG complies with these undertakings, the Commission attaches conditions and obligations to this decision. The undertakings set out in sections 1-11, 13, 17-19 and 26(ii) of the commitments annexed to the present decision constitute conditions, since only by fulfilling them the structural change on the relevant markets may be achieved. The other undertakings constitute obligations, since they concern the implementing steps necessary to achieve the structural change intended.

VIII. CONCLUSION

65.For the above reasons, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement, subject to the condition of full compliance with sections 1-11, 13, 17-19 and 26(ii) of the commitments annexed to the present decision and to the obligation of full compliance with the other sections of the said commitments. This decision is adopted in application of Article 6.2 of Council Regulation (EEC) No 4064/89 and of Article 57 of the EEA Agreement.

For the Commission Mario MONTI Member of the Commission

11

RAG Aktiengesellschaft Ÿ Postfach 10 32 62 Ÿ D-45117 Essen

By hand and by fax: 00 32 2 296 4301

Commission of the European Communities

Competition DG

Directorate B ñ Merger Task Force

rue Joseph II 70

Essen, 13.11.2002

66. COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EEC) No. 4064/89 as amended (the "Merger Regulation"), RAG Aktiengesellschaft ("RAG") hereby provides the following Commitments (the "Commitments") in order to enable the European Commission (the "Commission") to declare the proposed acquisition by RAG of sole control over Degussa AG ("Degussa") compatible with the common market and the EEA Agreement by its decision pursuant to Article 6(1)(b) of the Merger Regulation (the "Decision").

The Commitments shall take effect upon the date of adoption of the Decision, but shall be null and void if the Closing, as defined hereafter, does not occur. Any term used in this text shall be interpreted in the light of the Commission Notice on remedies acceptable under Council Regulation (EEC) No 4064/89 and under Commission Regulation (EC) No 447/98.

Section A. Definitions

For the purpose of the Commitments, the following expressions shall have the following meaning:

Affiliated Undertakings: undertakings under the control of RAG, E.ON or Degussa, as the case may be, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger Regulation and in the light of the Commission Notice on the concept of concentration under Council Regulation (EEC) No 4064/89.

Closing: [Ö]

Closing of the Sale and Purchase Agreement: the transfer of the legal title of the Divested Business to the Purchaser.

Commission Standard Trustee Mandate: the Commissionís recommended Trustee Mandate, issued on 12 July 2002.

Divested Business: All of RAG's current [Ö] interest (including all the rights attached to it) in Bozzetto S.p.A. ("Bozzetto"), [Ö][and in Brede s.r.l.].

Divestiture Trustee: one or more than one natural or legal persons, independent from RAG,

Degussa and E.ON, or any of their respective Affiliated Undertakings, who are approved by

the Commission and appointed by RAG and who have received from RAG the irrevocable

and exclusive mandate to sell the Divested Business to a Purchaser at no minimum price,

pursuant to and in accordance with Section D of the Commitments.

Effective Date: the date of adoption of the Decision.

Extended Divestiture Period: the period from the date of expiry of the First Divestiture

Period within which the Divestiture Trustee shall have an irrevocable and exclusive mandate

from RAG to sell the Divested Business [Ö] pursuant to and in accordance with Section D

of these Commitments.

First Divestiture Period: the period within which RAG may propose a Purchaser for the

Divested Business, pursuant to and in accordance with Section D of these Commitments.

Hold Separate Manager: the person employed by the Divested Business to manage the

day-to-day business under the supervision of the Monitoring Trustee.

Key Personnel: all personnel necessary to maintain the viability and competitiveness of the

Divested Business.

Monitoring Trustee: one or more than one natural or legal person, independent from RAG,

Degussa and E.ON, or any of their respective Affiliated Undertakings, who are approved by

the Commission and appointed by RAG as of the Effective Date, and who have the duty to

monitor RAGís compliance with the conditions and obligations attached to the Decision,

pursuant to and in accordance with Section F of these Commitments.

Personnel: all personnel retained by the Divested Business, including seconded staff, shared

personnel and additional personnel.

Purchaser: the entity approved by the Commission as acquirer of the Divested Business in

accordance with the criteria set out in Section E of these Commitments.

RAG: RAG AG, incorporated under the laws of Germany with its registered office at

Rellinghauser Strasse 1-11 45128 Essen, Germany and registered with the Commercial

Register in Essen under number HRB No. 5398.

Sale and Purchase Agreement: a legally binding sale and purchase agreement for the

selling of the Divested Business to the Purchaser.

Trustee(s): the Monitoring Trustee and the Divestiture Trustee.

Section B. The Divested Business

Commitment to divest

1. RAG commits to divest, or to procure the divestiture of, the Divested Business as a

going concern to the Purchaser according to the procedure described in Section D.

Structure and definition of the Divested Business

2. The Divested Business consists of all of RAG's current (90%) interest (including all the

rights attached to it) in Bozzetto S.p.A. ("Bozzetto"), [Ö] [and in Brede s.r.l.]. The

present legal and functional structure of the Divested Business as operated to date is

described in Schedule 1 to these Commitments. RAG commits that this Schedule

identifies all the relevant functions of the Divested Business. The Divested Business,

described in more detail in Schedule 1, includes:

(a) all tangible and intangible (including intellectual property rights) assets, which

contribute to the current operation or may be necessary to ensure the viability and

competitiveness of the Divested Business;

(b) all licences, permits and authorisations issued by any governmental organisation for

the benefit of the Divested Business; and

(c) all contracts, agreements, leases, commitments and understandings of the Divested

Business; all customer, credit and other records of the Divested Business (items

referred to under (a)-(c) hereinafter collectively referred to as ìAssetsî); and

(d) the Personnel.

3. The Divested Business also includes the current contracts under which RAG or its

Affiliated Undertakings, provide services or supplies to the Divested Business, or vice

versa, including in particular but not limited to the supply of naphthalene to the Divested

Business, in so far as such services or supplies are not severed pending divestiture

according to paragraph 9 of these Commitments. Unless otherwise agreed with the

Purchaser, the Divested Business shall be entitled to benefit from these contracts for a

transitional period of [Ö] after Closing of the Sale and Purchase Agreement, on terms

and conditions equivalent to those at present afforded to or by the Divested Business.

Transfer of personnel

4. The transfer of Personnel shall be achieved in the following manner:

(a) The Hold Separate Manager shall, in co-operation with the Monitoring Trustee,

establish objective criteria for drawing up the matrix of functions and specific skills

required for the Divested Business;

(b) RAG shall, subject to customary confidentiality assurances, allow or procure to

allow potential purchasers of the Divested Business reasonable access to the Hold

Separate Manager to discuss the transfer of the Personnel. The Hold Separate

Manager shall, subject to review by the Monitoring Trustee, decide on requests

from potential purchasers for access to the Personnel of the Divested Business;

(c) RAG and/or the Hold Separate Manager shall provide to the Purchaser information

relating to the Personnel to enable the Purchaser to make offers of employment;

(d) RAG shall take all reasonable steps, [Ö], to encourage all Key Personnel currently

employed by the Divested Business to remain with the Divested Business. The

incentive scheme shall be based on industry practice, be proposed by RAG and

agreed with the Monitoring Trustee, after both have heard the Hold Separate

Manager.

Section C. Related commitments

Preservation of Viability, Marketability and Competitiveness

5. RAG undertakes to preserve the full economic viability, marketability and

competitiveness of the Divested Business from the Effective Date until Closing of the

Sale and Purchase Agreement, in accordance with past commercial practice, and to

reduce to the minimum any risk of loss of competitive potential of the Divested

Business. In particular, until Closing of the Sale and Purchase Agreement, RAG

undertakes not to carry out any act, upon its own authority, that might have a significant

adverse impact on the economic value, the management or the competitiveness of the

Divested Business or that might be likely to alter the nature and scope of activity, or the

industrial or commercial strategy or the investment policy of the Divested Business.

Sufficient resources shall be made available for the development of the Divested

Business, on the basis and continuation of the existing business plans, until Closing of

the Sale and Purchase Agreement.

Hold-separate obligations

6. RAG commits, from the date of Closing, to keep the Divested Business separate, or to

procure that the Divested Business be kept separate, from the businesses it is retaining

(including Degussa) and to ensure that Key Employees of the Divested Business ñ

including the Hold Separate Manager ñ have no involvement in any business retained

and vice versa. RAG shall also ensure that the Personnel do not report to any individual

outside the Divested Business.

7. As of the date of the Closing, until the Closing of the Sale and Purchase Agreement,

RAG shall assist the Monitoring Trustee in ensuring that the Divested Business is

managed as a distinct and saleable entity separate from the businesses retained by RAG,

pursuant to and in accordance with paragraph 6. RAG shall appoint a Hold Separate

Manager who shall be responsible for the management of the Divested Business, under

the supervision of the Monitoring Trustee. The Hold Separate Manager shall manage the

Divested Business independently and in the best interest of the business with a view to

ensuring its continued economic viability, marketability and competitiveness and its

independence from the businesses retained by RAG.

8. To ensure that the Divested Business is held and managed as a separate entity, the

Monitoring Trustee shall, as of the date of the Closing, exercise RAGís rights as

shareholder in or owner of the Divested Business, with the aim of acting in the best

interest of the Divested Business, determined on a stand-alone basis, as an independent

financial investor, and with a view to fulfilling its obligation under its mandate.

Furthermore, the Monitoring Trustee shall replace the members of the supervisory board

or the non-executive directors of the board of directors, who have been appointed on

behalf of RAG and shall, if necessary, appoint new members to these boards. RAG will

resign as member of the boards or will cause such members of the boards to resign upon

request of the Monitoring Trustee.

9. To ensure that the Divested Business is managed as a separate entity, as of the date of

the Closing, the Divested Business' participation in central purchasing or marketing

arrangements, the central information technology network and other central operational

functions shall be severed to the extent possible, without compromising the full

economic viability, marketability and competitiveness of the Divested Business. The

Hold Separate Manager, after having heard RAG, shall propose appropriate measures,

subject to the approval of the Monitoring Trustee.

Ring-fencing

10. As of the date of the Closing, RAG shall implement all necessary measures to ensure

that RAG does not thereafter obtain any business secrets, know-how, commercial

information, or any other information of a confidential or proprietary nature relating to

the Divested Business, with the exception of information which is reasonably necessary

for the divestiture of the Divested Business or whose disclosure is required by law. The

Hold Separate Manager, at the application of RAG and under supervision by the

Monitoring Trustee, shall decide on matters relating to the exercise of this exception.

Non-solicitation clause

11. RAG undertakes not to solicit, and to procure that its Affiliated Undertakings do not

solicit, the Key Personnel as listed in Schedule 1 for a period of [Ö] after the Closing of

the Sale and Purchase Agreement.

Section D. The Divestiture Procedure

The First Divestiture Period

12. RAG undertakes to find a Purchaser for the Divested Business and to enter into a Sale

and Purchase Agreement with such a Purchaser for the sale of the Divested Business

[Ö] from the date of Closing.

The Extended Divestiture Period

13. Should RAG be unable to enter into a binding agreement for the sale of the Divested

Business in the First Divestiture Period, the First Divestiture Period shall be extended by

[Ö] from the date of the expiry of the First Divestiture Period. RAG undertakes to give

the Divestiture Trustee an irrevocable and exclusive mandate to sell the Divested

Business within the Extended Divestiture Period at no minimum price.

Closing of the Sale and Purchase Agreement

14. RAG shall be deemed to have complied with this undertaking if, within a period not

exceeding [Ö] from the date of Closing, it has entered into a Sale and Purchase

Agreement in accordance with paragraphs 17, 18, 19, provided that the Closing of the

Sale and Purchase Agreement takes place no later than [Ö] after the conclusion of the

Sale and Purchase Agreement. The closing may be deferred [Ö] time limit if the

necessary regulatory authorisations cannot be obtained within this time period.

Reporting

15. RAG shall submit written reports in English or in German on potential purchasers of the

Divested Business and developments in the negotiations with such potential purchasers

to the Commission and the Monitoring Trustee no later than 10 calendar days after the

end of every month following the date of Closing (or otherwise at the Commissionís

request).

16. RAG shall inform the Commission and the Monitoring Trustee on the preparation of the

data room documentation, the information memorandum and about the due diligence

procedure. Before sending the information memorandum prepared for the sale of the

Divested Business out to potential purchasers, RAG shall submit a copy of the draft to

the Commission and the Monitoring Trustee, so that the Commission can verify the

information memorandum's consistency with the terms of the Commitments.

Section E. The Purchaser

17. The Purchaser shall be independent of and unconnected to RAG or E.ON. The Purchaser

shall have the financial resources, proven expertise and incentive to maintain and

develop the Divested Business as a viable and active competitive force in competition

with RAG/Degussa and other competitors in the merchant market for NSF. In addition,

the Purchaser must reasonably be expected to obtain all necessary approvals from the

relevant competition and other regulatory authorities for the acquisition of the Divested

Business. RAG must be able to demonstrate to the Commission that the Purchaser meets

the requirements of these Commitments and that the Divested Business is being sold in a

manner consistent with these Commitments. In order to maintain the structural effect of

these Commitments, RAG shall not subsequently acquire direct or indirect influence

over the whole or part of the Divested Business, unless the Commission has previously

found that the structure of the market has changed to such an extent that the absence of

influence over the Divested Business is no longer necessary to render the proposed

concentration compatible with the common market.

18. When RAG has reached or is about to reach an agreement with the Purchaser referred to

in paragraph 17, it shall submit a fully documented and reasoned proposal, including a

copy of the sale and purchase agreement, to the Commission and the Monitoring

Trustee. The proposal shall enable the Commission to verify that the requirements set

out in paragraph 17 with regard to the Purchaser are fulfilled and that the Divested

Business is being sold in a manner consistent with the conditions and obligations

attached to the Decision.

19. The sale and purchase agreement shall be conditional on the Commissionís approval.

The verification that the Divested Business is being sold in a manner consistent with the

conditions and obligations attached to the Decision shall include the Commissionís

approval of the Purchaser and of the sale and purchase agreement. The Commission will

inform RAG as soon as practicable whether it approves the purchaser proposed by RAG

and the terms of the sale and purchase agreement. The Commission is deemed to have

approved the purchaser and the sale and purchase agreement if it has not communicated

its decision to RAG within [Ö] of RAG having submitted its request for approval.

Section F. Trustee

I. Appointment Procedure

20. RAG shall appoint one or more Trustees, subject to the prior approval of the

Commission as referred to in paragraph 22. The Trustee shall be independent of RAG

and E.ON, or any of their respective Affiliated Undertakings, possess the necessary

qualifications to carry out its mandate, for example as an investment bank or consultant

or auditor, and shall neither be nor become exposed to a conflict of interest. The Trustee

shall be remunerated by RAG in a way that does not impede the independent and

effective fulfilment of its mandate. In particular, where the remuneration package of a

Divestiture Trustee includes a success premium linked to the final sale value of the

Divested Business, the fee shall also be linked to a timely divestiture.

Proposal by RAG

21. RAG shall propose a list of Trustees and the full terms of their mandates for the

Commissionís approval no later than [Ö] after the Effective Date in the case of the

Monitoring Trustee and no later than [Ö] before the end of the First Divestiture Period

in the case of the Divestiture Trustee. The proposal shall contain sufficient information

for the Commission to verify that the Trustee fulfils the requirements set out in

paragraph 20 and the outline of a work plan in which the Trustee describes how it

intends to carry out the tasks assigned to it under the conditions and obligations attached

to the Decision. RAG shall indicate to the Commission whether the proposed Trustees

are to act as both Monitoring Trustee and Divestiture Trustee or whether different

trustees are proposed for the two functions. The mandate submitted for approval shall be

drawn up taking due account of the Commission Standard Trustee Mandate and shall

include all provisions necessary to enable the Trustee to fulfil its duties under these

Commitments.

Approval or rejection by the Commission

22. The Commission shall have the discretion to approve or reject the proposed Trustee(s)

and to approve the proposed mandate subject to any modifications it deems necessary for

the Trustee to fulfil its obligations. If only one name is approved, RAG shall appoint or

cause to be appointed, the individual or institution concerned as Trustee, in accordance

with the mandate approved by the Commission. If more than one name is approved,

RAG shall be free to choose the Trustee to be appointed from among the names

approved. The Trustee shall be appointed within one week of the Commissionís

approval, in accordance with the mandate approved by the Commission.

New proposal by RAG

23. If all the proposed Trustees are rejected, RAG shall submit the names of at least two

more individuals or institutions within one week of being informed of the rejection, in

accordance with the requirements set out in paragraph 21 for approval in accordance

with paragraph 22.

Trustee nominated by the Commission

24. If all further proposed Trustees are rejected by the Commission, the Commission shall

nominate a Trustee, whom RAG shall appoint, or cause to be appointed, in accordance

with a Trustee mandate approved by the Commission.

II. Functions of the Trustee

25. The Trustee shall assume its specified duties in order to ensure compliance with the

Commitments. The Commission may, on its own initiative or at the request of the

Trustee or RAG, give any orders or instructions to the Trustee in order to ensure

compliance with the conditions and obligations attached to the Decision.

Duties and obligations of the Monitoring Trustee

26. Following its appointment, the Monitoring Trustee shall:

(i) propose in its first report to the Commission a detailed work plan describing how

it intends to monitor compliance with the obligations and conditions attached to

the Decision.

(ii) immediately upon its appointment, oversee the on-going management of the

Divested Business with a view to ensuring its continued economic viability,

marketability and competitiveness and monitor compliance by RAG with the

conditions and obligations attached to the Decision. To that end the Monitoring

Trustee shall:

(a) monitor the preservation of the economic viability, marketability and

competitiveness of the Divested Business, and, as of the date of the Closing,

the keeping separate of the Divested Business from the business retained by

RAG, in accordance with paragraphs 5 and 6 of the Commitments;

(b) as of the date of the Closing, supervise the management of the Divested

Business as a distinct and saleable entity, in accordance with paragraphs 7

and 9 of the Commitments;

(c) in consultation with RAG, determine all necessary measures to ensure that

RAG or its Affiliated Undertakings do not, after the date of Closing, obtain

any business secrets, know-how, commercial information, or any other

information of a confidential or proprietary nature relating to the Divested

Business and monitor that no such information is disclosed to RAG or its

Affiliated Undertakings except in so far as is necessary to allow RAG to

carry out the divestiture or as otherwise required by law, as set out in

paragraphs 6 and 10 of these Commitments;

(iii) assume the other functions, if any, assigned to the Monitoring Trustee under the

conditions and obligations attached to the Decision;

(iv) propose to RAG such measures as the Monitoring Trustee considers necessary to

ensure RAGís compliance with the conditions and obligations attached to the

Decision, in particular the maintenance of the full economic viability,

marketability or competitiveness of the Divested Business, the holding separate

of the Divested Business and the non-disclosure of competitively sensitive

information;

(v) review and assess potential purchasers as well as the progress of the divestiture

process and verify that potential purchasers receive sufficient information;

(vi) provide to the Commission, sending RAG a non-confidential copy at the same

time, a written report within 15 calendar days after the end of every month. The

report shall cover the operation and management of the Divested Business so that

the Commission can assess whether the business is held in a manner consistent

with the Commitments and the progress of the divestiture process as well as

potential purchasers. In addition to these reports, the Monitoring Trustee shall

promptly report in writing to the Commission, sending RAG a non-confidential

copy at the same time, if it concludes on reasonable grounds that RAG is failing

to comply with any of the conditions or obligations under these Commitments;

(vii) once RAG has proposed to the Commission a Purchaser, within [Ö] after receipt

of the proposal, assess the independence and suitability of the proposed

purchaser and the viability of the Divested Business after the sale of the Divested

Business to the purchaser and give its opinion to the Commission, sending RAG

a non-confidential copy at the same time, as to whether the Divested Business is

sold in a manner consistent with the conditions and obligations attached to the

Decision.

Duties and obligations of the Divestiture Trustee

27. Within the Extended Divestiture Period, the Divestiture Trustee shall sell [Ö] the

Divested Business to a Purchaser independent of RAG or E.ON, taking into account to

approved both the Purchaser and the Sale and Purchase Agreement in accordance with

procedures laid down in paragraphs 17, 18 and 19. The Divestiture Trustee shall include

in the Sale and Purchase Agreement such terms and conditions as it considers

appropriate for an expedient sale. In particular, the Divestiture Trustee may include in

the Sale and Purchase Agreement such customary representations and warranties and

indemnities as are reasonably required to effect the sale of the Divested Business.

Following the expiration of the First Divestiture Period (or otherwise at the

Commissionís request) the Divestiture Trustee shall provide the Commission with a

comprehensive monthly report written in English or in German on the progress of the

divestiture process. Such reports shall be submitted within 15 calendar days after the end

of every month. The Monitoring Trustee and RAG shall be provided a simultaneous

non-confidential copy of these reports.

III. Duties and obligations of RAG

29.RAG shall provide the Trustee with all such assistance and information, including copies

of all relevant documents, as the Trustee may reasonably require to perform its tasks.

The Trustee shall have full and complete access to any of RAG books, records,

documents, personnel, facilities, sites and technical information necessary for fulfilling

its duties under the Commitments. RAG shall make available to the Trustee one or more

than one offices on its premises, shall be available for meetings in order to provide the

Trustee with all information necessary for the performance of its tasks.

RAG shall provide the Monitoring Trustee with all managerial and administrative

support that it may reasonably request on behalf of the management of the Divested

Business. This shall include all administrative support functions relating to the Divested

Business which are currently carried out at headquarters level. RAG shall provide the

Monitoring Trustee, on request, with access to the information submitted to potential

purchasers, in particular to the data room documentation and all other information

granted to potential purchasers in the due diligence procedure. RAG shall inform the

Monitoring Trustee on identifying possible purchasers, submit a list of potential

purchasers and inform it of the development of the divestiture process. RAG shall

inform the Trustee about meetings with potential purchasers and, if requested by the

Trustee, grant the Trustee access to such meetings.

31. RAG shall grant comprehensive powers of attorney, duly executed, to the Divestiture

Trustee for the sale of the Divested Business, the Closing of the Sale and Purchase

Agreement and all actions and declarations which the Divestiture Trustee considers

necessary or appropriate to achieve the sale of the Divested Business and the Closing of

the Sale and Purchase Agreement, including the appointment of advisors to assist with

the sale process. Upon request of the Divestiture Trustee, RAG shall cause the

documents required for effecting the sale of the Divested Business and the Closing of the

Sale and Purchase Agreement to be duly executed.

32. RAG shall indemnify the Trustee and its employees and agents (each an ìIndemnified

Partyî) and hold each Indemnified Party harmless against, and shall agree that an

Indemnified Party shall have no liability to RAG for, any losses, claims, damages,

liabilities, or expenses arising out of, or in connection with, the performance of the

Trusteeís duties pursuant to the conditions and obligations attached to the Decision,

including reasonable fees of counsel or other expenses incurred in connection with the

preparation for, or defence of any claim, whether or not resulting in any liability, except

to the extent that such losses, claims, damages, liabilities, or expenses result from an

Indemnified Partyís wilful default, recklessness, gross negligence or bad faith.

33. At the expense of RAG, the Trustee may appoint advisors (in particular for corporate

finance or legal advice), incurring reasonable fees and other expenses, subject to RAG

approval (this approval not to be unreasonably withheld) if the Trustee considers the

advisors necessary or appropriate for the performance of its duties. Should RAG refuse

to approve the advisors proposed by the Trustee, the Commission may approve the

appointment of such advisors instead. Only the Trustee shall be entitled to issue

instructions to the advisors. Paragraph 32 shall apply mutatis mutandis. In the Extended

Divestiture Period, the Divestiture Trustee may use advisors who served RAG during the

First Divestiture Period if the Divestiture Trustee considers this in the best interest of an

expedient Sale.

IV. Replacement, discharge and reappointment of the Trustee

The Commission may, after hearing the Trustee, order RAG to remove the Trustee if the

Trustee has not acted in accordance with the Commitments or for any other good cause.

The Trustee may also be removed by RAG with the prior approval of the Commission

and after the Commission has heard the Trustee if the Trustee has not acted in

accordance with the Commitments or for any other good cause.

The Trustee may be required to continue in its function until a new Trustee is in place to

whom the Trustee has effected a full transfer of all relevant information. The new

Trustee shall be appointed in accordance with the procedure referred to in paragraphs

20-24.

The Trustee shall cease to act as Trustee only after the Commission has discharged it

from its duties, following a request from the Trustee or RAG after all the Commitments

with which the Trustee has been entrusted have been implemented. However, the

Commission may at any time require the reappointment of the Monitoring Trustee if it

subsequently appears that the relevant remedies might not have been fully and properly

implemented.

Section G The Review Clause

The Commission may, where appropriate, in response to a request from RAG showing

good cause and accompanied by a report from the Monitoring Trustee:

Grant an extension of the Divestiture Period, or

(i) Allow the sale of the Divested Business, at the request of the proposed

Purchaser, without one or more Assets, or

(ii) Waive or modify, in exceptional circumstances, one or more of the conditions and

obligations in these Commitments.

Where RAG seeks an extension of a time period, it shall submit a request to the

Commission no later than one month before the expiry of that period, showing good cause.

Only in exceptional circumstances shall RAG be entitled to request an extension within the

last month of any period.

Very truly yours

RAG Aktiengesellschaft

Dr. Ludger Diestelmeier Dr. Norbert Schellen Head of Legal Department Member of Legal Department

duly authorised for and on behalf of RAG

Case No. COMP/M. 2854 ñ RAG/Degussa

COMMITMENTS TO THE EUROPEAN COMMISSION

SCHEDULE 1

1. Legal Structure of Bozzetto

The following companies are considered to be divested:

Giovanni Bozzetto S.p.A.

Bergamo/I

Bozzetto GmbH

BGB-Giovanni Bozzetto S.A.

Duisburg/D

LantarÛn/ ES

100%

100%

Giovanni Bozzetto SPA: Headquarters of the Bozzetto Group. Besides administrative

group functions, marketing/sales and R&D, the company produces inputs for concrete

admixtures, textile chemicals and sequestering agents.

[Ö]

BGB-Giovanni Bozzetto S.A.: Production company mainly for inputs for concrete

admixtures, but also small amounts of textile chemicals.

Bozzetto GmbH: Production company exclusively for NSF.

[Ö]

2. Descriptions of assets

Following paragraph 2 of these Commitments, the Divested Business will include, but

is not limited to the following assets:

a. three manufacturing facilities located in Filago (Italy), Duisburg (Germany) and

LantarÛn (Spain)

b. Several Agencies are involved for sales in various countries. In addition, Bozzetto

has its sales office for Europe in Filago.

c. [Ö] interest in Brede, which has a plant located in Bergamo with [Ö] mt NSF

manufacturing capacity.

3. List of current service and supply agreements

Currently, the following contracts between the Bozzetto Group companies and

R‹TGERS Group companies are in place:

[Ö]