Proposed Settlement of $3.8 million

To: All Persons or Entities who purchased Imperial Chemical Industries, PLC (“ICI”) American Depository Shares Listed on the New York Stock Exchange during the period from August 1, 2002 through and including March 24, 2003.

Please read this information carefully. If you are a Class Member (as defined below), your rights will be affected by these proceedings and you may be entitled to receive benefits under a Proposed Settlement.

Securities Brokers and other Nominees: Please see instructions below.

Further Information

Further information regarding this Action and Notice may be obtained from Plaintiffs’ Co-Lead Counsel: George A. Bauer III, Milberg Weiss Bershad & Schulman, LLP, One Pennsylvania Plaza, New York, NY 10119-0165 or Samuel H. Rudman, Lerach Coughlin Stoia Geller Rudman & Robbins LLP, 58 S. Service Road, Suite 200, Melville, NY 11747.

Settlement Fairness Hearing

A hearing was held before the Honorable Naomi Reice Buchwald in the United States Courthouse, 500 Pearl Street, New York, NY, at 9:15 a.m., on September 18, 2006 (the “Settlement Fairness Hearing”) to determine whether the proposed Settlement as set forth in the Stipulation, is fair, reasonable and adequate, and also to consider the proposed Plan of Allocation for the Settlement proceeds and the application of Plaintiffs’ Co-Lead Counsel for attorneys’ fees and reimbursement of expenses out of the Settlement Fund.

The Settlement will become effective at such time as an Order and Final Judgment entered by the Court approving the Settlement shall become final and not subject to Appeal (the “Effective Date”).

Lead Plaintiffs’ Allegations

Lead Plaintiffs make the following allegations. In the Spring of 2002, ICI’s subsidiary, Quest, attempted to implement a new supply chain management software system (“Q-Star”). This implementation compounded existing supply chain and manufacturing process problems at Quest. Beginning on August 1, 2002, and periodically thereafter during the Class Period, Defendants issued statements which were materially false and misleading with respect to the scope and impact of the problems with Q-Star and also omitted material facts regarding Q-Star which should have been disclosed. Additionally, another ICI subsidiary, National Starch, failed to disclose material facts regarding its supply of raw materials.

On March 24, 2003, ICI issued a profit warning stating that due in part to a loss of business at Quest and increases in raw material prices at National Starch, ICI’s results for the first quarter of 2003 would be lower than the same quarter for the prior year. As a result of this announcement, the price of ICI ADS fell from $9.60 on March 24 to a close of $6.05 on March 25, 2003.

Terms of the Settlement

In full and complete settlement of the claims that have or could have been asserted in the Action, and subject to the terms and conditions of the Stipulation, Defendants have paid into an escrow account $3.8 million ($3,800,000), which is earning interest for the benefit of the Class.

The Rights of Class Members

If you are a Class Member, you have the following options pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure:

• If you wish to remain a member of the Class, you may share in the proceeds of the Settlement, provided that you submit an acceptable Proof of Claim and Release (“Proof of Claim”) by following the instructions in the Notice. If you submit a valid Proof of Claim form, you WILL be bound by this Settlement and you WILL be entitled to a share of the Settlement Fund. In order to be eligible to receive any distribution from the Settlement Fund, you must send a properly executed Proof of Claim by first class mail postmarked on or before October 18, 2006, to the Claims Administrator.

• If you do not wish to remain a member of the Class, you may exclude yourself from the Class by following the instructions in the Notice. Persons or entities who exclude themselves from the Class will NOT be bound by this Settlement, but will NOT receive any share of the Settlement Fund. If you are a Class Member and you do not properly exclude yourself from the Class, you will be bound by the Settlement and the Order and Final Judgment of the Court, even if you do not submit a Proof of Claim. All requests to be excluded from the Class must be postmarked on or before August 28, 2006. The time to exclude yourself has expired.

• If you object to the Settlement, or to Plaintiffs’ Co-Lead Counsel’s application for fees and expenses, but do not exclude yourself from the Class, you may present your objections under the procedures described in the Notice. You are not required to retain your own counsel, but may do so at your own expense. If you choose to retain independent counsel, he/she must file an appearance on your behalf by August 28, 2006, and must serve copies of his/her appearance on Plaintiffs’ Co-Lead Counsel. The time to object to the Settlement has expired.

Claims Submission and Settlement Administration

The Claims Administrator will notify in writing all Claimants whose Proofs of Claim they propose to reject, in whole or in part, setting forth the reasons for the proposed rejection.

Any Class Member who does not submit a timely and valid Proof of Claim will not be entitled to receive proceeds from the Net Settlement Fund, but WILL be bound by the terms of the Stipulation and the Settlement, including the covenants and releases barring any action against the Released Parties concerning the Settled Claims unless you filed a timely exclusion.

All Inquiries concerning this Notice or the Proof of Claim Form by Class Members should be made to the Claims Administrator in writing and not to the Court.

Special Notice to Securities Brokers and Other Nominees

If you purchased the ICI ADS listed on the NYSE between August 1, 2002 and March 24, 2003, inclusive, for the beneficial interest of a person or organization other than yourself, the Court has directed that, Within Seven Days of Your Receipt of this Notice, you either:

• Provide to the Claims Administrator the name and last known address of each person or organization for whom or which you purchased such stock during such time period; or

• Request additional copies of this Notice and the Proof of Claim form, which will be provided free of charge and, within seven days of your receipt of these additional copies, mail them directly to the beneficial owners of the securities referred to herein.

If you choose to follow alternative procedure (b), the Court has directed that, upon such mailing, you send a statement to the Claims Administrator confirming that the mailing was made as directed.

You are entitled to reimbursement from the Settlement Fund of reasonable expenses actually incurred in connection with the forgoing, including postage expenses and the cost of ascertaining the names and addresses of beneficial owners. These expenses will be paid upon request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Claims Administrator.

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INFORMATION
	FAQs (PDF; 5 Pages; 25K)
	Order and Final Judgment (PDF; 10 Pages; 360K)
	Notice of Pendency of Class Action, Hearing on Proposed Settlement, Motion for Attorneys’ Fees, and Right to Share in Settlement Fund (PDF; 8 Pages; 100K)
	Proof of Claim and Release (PDF; 3 Pages; 100K)
	Preliminary Approval Order (PDF; 9 Page; 280K)
	Stipulation and Agreement of Settlement (PDF; 101 Pages; 3.2MB)

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