NCG050303_Name-Owner Change Application_20230313

BROUSE
MCI-)Owelr
A Legal PtofessionalAssociation
March 13, 2023
DEMLR Stormwater Program
512 North Salisbury Street
6 1h Floor (Office 640K)
1612 Mail Service Center
Raleigh, NC 27699-1612
E. Camille Yancey
Attorney at Law
Direct Dial: 330.754.3162
[e-mail]
Re: OMNOVA NPDES Stormwater General Permit No. 050303, Monroe, NC
NC DEQ Stormwater Program
To whom it may concern:
On behalf of OMNOVA North America, Inc., please find attached the form to transfer NPDES
Stormwater General Permit No. 050303. Please also find attached the legal documentation of the transfer
of ownership from OMNOVA Solutions, Inc. to Surteco North America, Inc. and then Surteco North
America, Inc.'s subsequent name change to OMNOVA North America, Inc.
Please let me know if you have any questions or need any additional information for the transfer.
ECY/cac
Enc.
Sincerely,
E. Camille Yancey
Akron Cleveland Naples I Sharon Toledo Youngstown
www.brouse.com
388 South Main St., Suite 500, Akron, Ohio 44311 1 Phone: [phone]

NC DEPARTMENT OFENVIRONMENTAL QUALITY
DIVISION OF Energy, Mineral, and Land Resources
STunMWxrsmPnoGmxM
monT*CAnOuw^
Environmental Quality
Permit Number: N/ or
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1. Facility Name (prior to change): OMNOVA Solutions, Inc.
2. This request for a name change is a result of:
X_a. Change inownership ofproperty/company
b. Name change only (Facility and/or Company)
c Other (please exp|ain):
(for example, facility address update. Include additional attachments if necessary,)
3. New owner's name (name to be put on permit as Permittee):
OMNOVA North America, Inc.
4. New owner's orsigning official's name and title: Rick Hurd
(Person legallV responsible for permit)
Plant Manager
5. n� K8ai|i addr
ess: 2011 N Rocky River Road -City: Monroe -
State: NC Zip Code: 28I1DPhone:(
E-mail address:
6. New facility name (if applicable): OMNOVA North America, Inc.
7. Effective date oftransfer orname change: 03/01/2023
North Carolina Department of Environmental Quality |Division ofEnergy, Mineral and Land Resources
ooNorth Salisbury Street |/aoMail Service Center | Raleigh, North Carolina zr69o/uz
919.7079200

IV
NPDES Stormwater Permit Name/Ownership Change
Page 2 of 2
8. New permit contact's name and title: David Marzec
(Permit Contact)
Safety Health and Environmental Manager
9. Mailing address: 2011 N Rocky River Road
(Title)
City: Monroe -
State: NC Zip Code: 28110 Phone:( 704 ) 289-6441
E-mail address: [e-mail]
10. New facility contact's name and title:. David Marzec
(Facility Contact)
Safety Health and Environmental Manager
(Title)
11. Mailing address: 2011 N Rocky River Road City: Monroe
State: NC Zip Code: 28110
E-mail address: [e-mail]
Phone:( 704) 289-6441
12. New billing contact's name: David Marzec
(Billing Contact)
13. Mailing address: 2011 N Rocky River Road
City: Monroe
State: NC Zip Code: 28110 Phone: ( 704) 289-6441
E-mail address: [e-mail]
FACILITY ACTIVITIES AND DISCHARGE INFORMATION
1. Will industrial activities at the facility remain the same asunder the previous owner?
Yes Fx1 No 0
2. Will the stormwater discharge location(s) remain the same? YesEl NoEl
NOTE: If either of these questions is answered "No," then more information is needed to review
the request. Please attach documentation to describe and explain the changes to the facility
activities, stormwater discharges, and/or outfall location. Depending on the information
provided, the Division may require that the new owner file a new permit application.
Last Revised 3/13/2022

NPDEIStormwa1erPermit Name/Ownership Change
Page 2 of 2
THIS APPLICATION PACKAGE WILL NOT 8EACCEPTED BYTHE DIVISION UNLESS
ALL OF THE ITEMS LISTED BELOW ARE INCLUDED.
1. This completed application form (with original signature)
Z. Legal documentation of transfer of ownership (such as relevant pages of a deed or a bill of sale) is
required for an ownership change request. Articles of incorporation are not sufficient for an
ownership change but can beprovided for aname change.
3. Information to document facility, industrial activities, stormwater discharges, oroutfa||changes
asnoted initem |Vabove (if appropriate)
Why is this information needed?
Regulations in 40 CFR §122.63 allow for minor modifications to NPDES permits for a change of
ownership or operational control of a facility, provided that information supports that no other change
in the permit are necessary.
Permittees and applicants must fulfill signatory requirements in the NPDES federal
regulations in 40 CFR §I22.22 (please 32e those regulations for gUid8OCe\. Until NCDE[yS
electronic submission p[O[2SS meets Cross -Media Electronic R8portiDg([R<]MERR)
r8qU/r8n08Rts, this original signed (not digital signature) form must be mailed to the
address below. The uploaded copy |Sstored a3part Ofthe permit record iDthe Division's
digital repository,
-
Applicant's Certification:
|' ,attest that the application for ename and/or ownership
change submitted has been reviewed and is accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed, or if all
required supporting information is not included, this application package will be considered
incomplete and may bereturned.
Signature&��8D a t e
THE COMPLETED APPLICATION AND ALL SUPPORTING INFORMATION SHOULD BE SENT TO:
DEMLR Stormwater Program
5I2North Salisbury Street 6 mFloor (Office 640N)
1612 Mail Service Center
Raleigh, NC 27699-1612
Last Revised 3/13/2022

Execution Version
THIS ASSIGNMENT AND BILL OF SALE (this "Bill of Sale") is entered into
and effective as of February 28, 2023 by and between (i) Surteco North America, Inc., a
corporation organized under the Laws of the State of Delaware ("Purchaser"), and (ii) OMNOVA
Solutions Inc., a corporation organized under the Laws of the State of Ohio Capitalized
terms used herein and not otherwise defined herein have the meanings given to such terms in the
Purchase Agreement (as defined below).
WHEREAS, Purchaser, Seller, and for the limited purposes set forth therein,
Synthomer plc, a public limited company organized under the Laws of England and Wales, and
Surteco Group SE, a European stock corporation (Societas Europaea) established under the Laws
of Germany, are parties to that certain Sale and Purchase Agreement, dated as of December 13,
2022 (the "Purchase Agreement"); and
WHEREAS, the execution and delivery of this Bill of Sale is contemplated by
Section 9.2(h) of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth in the Purchase Agreement, the
parties hereto hereby agree as follows:
1. Conveyance of Purchased. Assets. Seller, on behalf of itself and its
applicable Affiliates, hereby sells, assigns, conveys, transfers, and delivers to Purchaser, and
Purchaser hereby purchases and acquires from Seller or its applicable Affiliates and takes
assignment and delivery from Seller or its applicable Affiliates of, all of Seller's or its applicable
Affiliates' right, title and interest in and to the Purchased Assets, free and clear of all Liens (other
than Permitted Liens). Purchaser shall not purchase or acquire any Excluded Assets.
2. Purchase Agreement. The provisions of Article XII (Miscellaneous) of the
Purchase Agreement are hereby incorporated into, and shall apply to and govern, this Bill of Sale,
mutatis mutandis. This Bill of Sale is subject and subordinate to all of the terms and provisions of
the Purchase Agreement. In the event of any conflict or inconsistency between the terms of the
Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.
Notwithstanding anything to the contrary in this Bill of Sale, nothing herein is intended to, nor
shall it, extend, amplify, limit, impair or otherwise alter the rights and obligations of the parties
contained in the Purchase Agreement or the survival thereof.
[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be
duly executed as of the date first above written,
OMNOVA SOLUTIONS INC.
acuSigned by:
w
By:E.�E72D4B4F1CD54F6
Name: Marshall Moore
Its: President
Sig -nature Page to Bill ofSale

SUR7.gNQRTH AMERICA, INC.
By: N&Ad PLWFS
Name: Michael Phillips
Its: CEO
By: EDocuSigned by;
�vA OIE5=63 PIR 4 F:0
Name: Wolfgang Moyses
Its: Director
Signature Page to Bill of Sale

Delaware Page 1
The First State
1, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAP7ARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF 'SURTECO NORTH AMERICA,
INC.", CHANGING ITS NAME FROM "SURTECO NORTH AMERICA, INC." To
"014NOVA NORTH AMERICA, INC-", FILED IN THIS OFFICE ON THE FIRST
DAY OF MARCH, A.D. 2023, AT 2:29 O'CLOCK P.M.
5447185 8100
SR# 20230819931
bi! L44
Authentication: 202815140
Date: 03-01-23

DocuSign Envelope 10: 2462C384-B267-4588-A6FE-528421580SC1
State of Delinvare
Secretary of State
Division of Corporations
STATE OF DELAWARE Delivered 02:29 PNI O310WO23
FILED 02:29PAS 03flol/2023
CERTIFICATE OF AMENDMENT SR 20230819931 - FileNumber 5447185
OF CERTIFICATE OF INCORPORATION
OF
SURTECO NORTH AMERICA, INC.
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST, That at a meeting of the Board of Directors of SURTECO North America, Inc.
resolutions were duly adopted setting forth a proposed amendment of the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of said corporation for consideration thereof.
The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by
changing the Article thereof numbered "FIRST" so that, as amended, said Article
shall be and read as follows:
FIRST: The name of this corporation shall be OMNOVA North America, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special
meeting of the stockholders of said corporation was duly called and held upon notice
in accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of Delaware,
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this I' day of March 2023,
0-.Sig-d by;
B PVW
Authorized Officer
Title: Treasurer
Name:
Gudrun Pechtold
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