Download below concerning tax deductions that may become available to

below concerning tax deductions that may become available to Chemours under U.S. federal tax law is
not intended to imply that Chemours will necessarily obtain a tax benefit or asset from those deductions.
Taxation of equity-based payments in other countries is complex, does not generally correspond to U.S.
federal tax laws, and is not covered by the summary below.
423 Offering
Rights to purchase shares granted under the 423 Offering are intended to qualify for favorable federal income tax
treatment associated with rights granted under an employee stock purchase plan which qualifies under the
provisions of Section 423(b) of the Internal Revenue Code. Under these provisions, no income will be taxable to a
participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are
disposed of within two years from the stock purchase right grant date (i.e., the beginning of the offering period) or
within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the
participant will realize ordinary income in the year of such disposition equal to the difference between the fair
market value of the stock on the purchase date and the purchase price. The amount of such ordinary income will
be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the
disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be
long-term if the participant holds the shares for more than one year after the purchase date.
If the stock purchased under the ESPP is sold (or otherwise disposed of) more than two years after the stock
purchase right grant date and more than one year after the stock is transferred to the participant, then the lesser
of (i) the excess of the sale price of the stock at the time of disposition over the purchase price, and (ii) the
excess of the fair market value of the stock as of the first date of the offering period over the purchase price
(determined as of the first date of the offering period) will be treated as ordinary income. If the sale price is less
than the purchase price, no ordinary income will be reported. The amount of such ordinary income will be added
to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of
the shares after such basis adjustment will be long-term capital gain or loss.
The Company generally will be entitled to a deduction in the year of a disqualifying disposition equal to the
amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of
any tax-reporting obligations. In all other cases, no deduction is allowed.
Non-423 Offering
If the purchase right is granted under the Non-423 Offering, then the amount equal to the difference between the
fair market value of the stock on the purchase date and the purchase price will be treated as ordinary income at
the time of such purchase. In such instances, the amount of such ordinary income will be added to the
participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the
shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the
participant holds the shares for more than one year after the purchase date.
The Company generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary
income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting
obligations. For U.S. participants, FICA/FUTA taxes will be due in relation to ordinary income earned as a result of
participation in the Non-423 Offering.
New Plan Benefits
As of the date of this Proxy Statement, no officer has been granted any rights under the proposed ESPP.
Accordingly, the benefits to be received pursuant to the ESPP by the Company’s officers and employees are not
determinable at this time.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE CHEMOURS
COMPANY EMPLOYEE STOCK PURCHASE PLAN.
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