FORWARD-LOOKING STATEMENTS

Forward-Looking Statements.  This document contains forward-looking statements. These statements relate to analyses and other information
that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to future prospects,
developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to
assumptions. These forward-looking statements involve risks and uncertainties, internal and external, that may cause Engelhard’s actual future
activities and results of operations to be materially different from those suggested or described in this document. Risks and uncertainties that
could cause actual results to differ materially and negatively impact us include, but are not limited to, the following: we may not be able to
achieve and execute internal business plans; we may experience changes in market conditions that cause us to consider divesting or
restructuring operations, which could impact future earnings; our future cash flows depend upon the creation, acquisition and commercialization
of new technologies to replace obsolete technologies; we depend upon the operating success of our manufacturing facilities and do not maintain
redundant capacity; we could experience capacity constraints, and should demand for certain products increase, we could have short-term
difficulty meeting the increased demand, hindering growth opportunities; we may experience product quality deficiencies;  we could experience
physical inventory losses by theft and manufacturing inefficiency, particularly with regard to precious and base metals; we are currently engaged
in various legal disputes, and unfavorable resolution of these disputes and still unidentified future legal claims could negatively impact us; we
are subject to contingencies related to actual or alleged environmental contamination to which we may be a party; we face uncertainty regarding
the outcome of the BASF offer, which may affect our stock price, future business, employee retention and recruitment, and may negatively
impact supplier and customer relationships;  as a manufacturer, we are subject to end-user product liability litigation associated with our
products;  we face competitive pricing or product development activities affecting demand for our products; we are dependent upon the markets
for our customers’ products as a supplier of materials to other manufacturers; the solvency and liquidity of our customers could change; we
could face fluctuations in the supply and prices of precious and base metals and fluctuations in the relationships between forward prices to spot
prices; we could face a decrease in the availability or an increase in the cost of energy, notably natural gas, rare earth compounds, substrates
and other raw materials; we are subject to recent adverse trends in benefit costs, notably pension and medical benefits; we face risks related to
higher interest rates and changes in foreign currency exchange rates; geographic expansion may not develop as anticipated; we are exposed to
overall economic conditions and could be impacted by economic downturns and inflation; and we face risks related to increased levels of
worldwide political instability, the impact of the repeal of the U.S. export sales tax incentive, government legislation and/or regulation particularly
on environmental and taxation matters, and a slowdown in the expected rate of environmental regulations and the impact of natural disasters.

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