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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2017

or

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36473

Trinseo S.A.(Exact name of registrant as specified in its charter)

Luxembourg N/A(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer

Identification Number)

1000 Chesterbrook BoulevardSuite 300

Berwyn, PA 19312(Address of Principal Executive Offices)

(610) 240-3200(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ◻

Non-accelerated filer ◻ (Do not check if a smaller reporting company) Smaller reporting company ◻ Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ☒ As of May 1, 2017, there were 43,992,047 of the registrant’s ordinary shares outstanding.

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TABLE OF CONTENTS

Page

Part I Financial Information

Item 1. Financial Statements 4 Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 (Unaudited) 4

Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and2016 (Unaudited) 5

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months endedMarch 31, 2017 and 2016 (Unaudited) 6

Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31,2017 and 2016 (Unaudited) 7

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and2016 (Unaudited) 8

Notes to Condensed Consolidated Financial Statements (Unaudited) 9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

35

Item 4.

Controls and Procedures

35

Part II Other Information

Item 1.

Legal Proceedings

35

Item 1A.

Risk Factors

36

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

Item 3.

Defaults Upon Senior Securities

36

Item 4.

Mine Safety Disclosures

36

Item 5.

Other Information

37

Item 6. Exhibits 37

Signatures

Exhibit Index

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Trinseo S.A.Quarterly Report on Form 10-Q

For the quarterly period ended March 31, 2017

Unlessotherwiseindicatedorrequiredbycontext,asusedinthisQuarterlyReportonForm10-Q(“QuarterlyReport”),theterm“Trinseo”referstoTrinseoS.A.(NYSE:TSE),apubliclimitedliabilitycompany(sociétéanonyme)existingunderthelawsofLuxembourg,andnotitssubsidiaries.Theterms“Company,”“we,”“us”and“our”refertoTrinseoanditsconsolidatedsubsidiaries,takenasaconsolidatedentity.Theterms“TrinseoMaterialsOperatingS.C.A.”and“TrinseoMaterialsFinance,Inc.”refertoTrinseo’sindirectsubsidiaries,TrinseoMaterialsOperatingS.C.A.,aLuxembourgpartnershiplimitedbysharesincorporatedunderthelawsofLuxembourg,andTrinseoMaterialsFinance,Inc.,aDelawarecorporation,andnottheirsubsidiaries.AllfinancialdataprovidedinthisQuarterlyReportisthefinancialdataoftheCompany,unlessotherwiseindicated.

PriortotheformationoftheCompany,ourbusinesswaswhollyownedbyTheDowChemicalCompany(togetherwithotheraffiliates,“Dow”).InJune2010,investmentfundsadvisedormanagedbyaffiliatesofBainCapitalPartners,LLC(“BainCapital”)acquiredanownershipinterestinourbusinessthroughanindirectownershipinterestinus.During2016,BainCapitalEverestManagerHoldingSCA(“theformerParent”),anaffiliateofBainCapital,solditsentireownershipinterestintheCompanypursuanttotheCompany’sshelfregistrationstatementfiledwiththeSEC.

Definitionsofcapitalizedtermsnotdefinedhereinappearinthenotestoourcondensedconsolidatedfinancialstatements.

CautionaryNoteonForward-LookingStatements

ThisQuarterlyReportcontainsforward-lookingstatementsincluding,withoutlimitation,statementsconcerningplans,objectives,goals,projections,strategies,futureeventsorperformance,andunderlyingassumptionsandotherstatements,whicharenotstatementsofhistoricalfacts.Forward-lookingstatementsmaybeidentifiedbytheuseofwordslike“expect,”“anticipate,”“intend,”“forecast,”“outlook,”“will,”“may,”“might,”“potential,”“likely,”“target,”“plan,”“contemplate,”“seek,”“attempt,”“should,”“could,”“would”orexpressionsofsimilarmeaning.Forward-lookingstatementsreflectmanagement’sevaluationofinformationcurrentlyavailableandarebasedonourcurrentexpectationsandassumptionsregardingourbusiness,theeconomyandotherfutureconditions.Becauseforward-lookingstatementsrelatetothefuture,theyaresubjecttoinherentuncertainties,risksandchangesincircumstancesthataredifficulttopredict.Specificfactorsthatmayimpactperformanceorotherpredictionsoffutureactionshave,inmanybutnotallcases,beenidentifiedinconnectionwithspecificforward-lookingstatements.Factorsthatmightcausesuchadifferenceinclude,butarenotlimitedto,thosediscussedinourAnnualReportonForm10-KfortheyearendedDecember31,2016(“AnnualReport”)filedwiththeSecuritiesandExchangeCommission(“SEC”)onMarch1,2017underPartI,ItemIA—“RiskFactors”,andelsewherewithinthisQuarterlyReport.

Asaresultoftheseorotherfactors,ouractualresultsmaydiffermateriallyfromthosecontemplatedbytheforward-lookingstatements.Theyareneitherstatementsofhistoricalfactnorguaranteesorassurancesoffutureperformance.Therefore,wecautionyouagainstrelyingontheseforward-lookingstatements.Theforward-lookingstatementsincludedinthisQuarterlyReportaremadeonlyasofthedatehereof.Weundertakenoobligationtopubliclyupdateorreviseanyforward-lookingstatementasaresultofnewinformation,futureeventsorotherwise,exceptasotherwiserequiredbylaw.

AvailableInformation

OurannualreportsonForm10-K,quarterlyreportsonForm10-QandcurrentreportsonForm8-K,andamendmentstothosereportsfiledorfurnishedpursuanttoSection13(a)or15(d)oftheSecuritiesExchangeActof1934,areavailablefreeofchargethroughtheInvestorRelationssectionofourwebsite,www.trinseo.com,assoonasreasonablypracticableafterthereportsareelectronicallyfiledorfurnishedwiththeU.S.SecuritiesandExchangeCommission.Weprovidethiswebsiteandinformationcontainedinorconnectedtoitforinformationalpurposesonly.ThatinformationisnotapartofthisQuarterlyReport.

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PART I —FINANCIAL INFORMATIO N

Item 1. Financial Statements

TRINSEO S.A.

Condensed Consolidated Balance Sheet s (In thousands, except per share data)

(Unaudited)

March 31, December 31, 2017 2016 Assets Current assets Cash and cash equivalents $ 410,137 $ 465,114 Accounts receivable, net of allowance for doubtful accounts (March 31, 2017: $2,979;December 31, 2016: $3,138) 698,784 564,428 Inventories 481,112 385,345 Other current assets 15,613 17,999 Total current assets 1,605,646 1,432,886

Investments in unconsolidated affiliates 160,649 191,418 Property, plant and equipment, net of accumulated depreciation (March 31, 2017:$443,120; December 31, 2016: $420,343) 519,890 513,757 Other assets Goodwill 29,992 29,485 Other intangible assets, net 174,421 177,345 Deferred income tax assets—noncurrent 32,791 40,187 Deferred charges and other assets 30,213 24,412 Total other assets 267,417 271,429

Total assets $ 2,553,602 $ 2,409,490 Liabilities and shareholders’ equity Current liabilities Short-term borrowings and current portion of long-term debt $ 5,000 $ 5,000 Accounts payable 423,000 378,029 Income taxes payable 29,640 23,784 Accrued expenses and other current liabilities 125,330 135,357 Total current liabilities 582,970 542,170

Noncurrent liabilities Long-term debt, net of unamortized deferred financing fees 1,166,750 1,160,369 Deferred income tax liabilities—noncurrent 28,872 24,844 Other noncurrent obligations 240,935 237,054 Total noncurrent liabilities 1,436,557 1,422,267

Commitments and contingencies (Note 9) Shareholders’ equity Ordinary shares, $0.01 nominal value, 50,000,000 shares authorized (March 31, 2017:48,778 shares issued and 44,068 shares outstanding; December 31, 2016: 48,778 sharesissued and 44,301 shares outstanding) 488 488 Additional paid-in-capital 574,671 573,662 Treasury shares, at cost (March 31, 2017: 4,710 shares; December 31, 2016: 4,477shares) (233,850) (217,483) Retained earnings 362,153 258,540 Accumulated other comprehensive loss (169,387) (170,154) Total shareholders’ equity 534,075 445,053

Total liabilities and shareholders’ equity $ 2,553,602 $ 2,409,490

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TRINSEO S.A.

Condensed Consolidated Statements of Operation s (In thousands, except per share data)

(Unaudited)

Three Months Ended March 31, 2017 2016 Net sales $ 1,104,490 $ 894,084 Cost of sales 906,688 754,412

Gross profit 197,802 139,672 Selling, general and administrative expenses 60,436 54,486 Equity in earnings of unconsolidated affiliates 19,295 35,026

Operating income 156,661 120,212 Interest expense, net 18,200 18,896 Other expense (income), net (8,133) 2,669

Income before income taxes 146,594 98,647 Provision for income taxes 29,300 21,900

Net income $ 117,294 $ 76,747 Weighted average shares- basic 44,057 48,655 Net income per share- basic $ 2.66 $ 1.58 Weighted average shares- diluted 45,313 49,086 Net income per share- diluted $ 2.59 $ 1.56 Dividends per share $ 0.30 $ —


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TRINSEO S.A.

Condensed Consolidated Statements of Comprehensive Income (Loss ) (In thousands, unless otherwise stated)

(Unaudited)

Three Months Ended March 31, 2017 2016 Net income $ 117,294 $ 76,747 Other comprehensive income (loss), net of tax (tax amounts shown in millionsbelow for the three months ended March 31, 2017 and 2016, respectively): Cumulative translation adjustments 4,201 13,423 Net loss on foreign exchange cash flow hedges (4,810) (7,425) Pension and other postretirement benefit plans:

Net loss arising during period (net of tax of: 2017—$0; 2016—($0.5)) — (800) Amounts reclassified from accumulated other comprehensive income (loss) 1,376 540

Total other comprehensive income, net of tax 767 5,738 Comprehensive income $ 118,061 $ 82,485


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TRINSEO S.A.

Condensed Consolidated Statements of Shareholders’ Equit y (In thousands, except per share data)

(Unaudited)

Shares Shareholders' Equity

OrdinaryShares

Outstanding Treasury

Shares Ordinary

Shares

Additional Paid-InCapital

TreasuryShares

AccumulatedOther

ComprehensiveIncome (Loss)

RetainedEarnings

(AccumulatedDeficit) Total

Balance atDecember 31, 2016 44,301 4,477 $ 488 $ 573,662 $ (217,483) $ (170,154) $ 258,540 $ 445,053

Net income — — — — — — 117,294 117,294 Other comprehensiveincome — — — — — 767 — 767

Stock-basedcompensationactivity 194 (194) — 1,009 6,920 — — 7,929

Purchase of treasuryshares (427) 427 — — (23,287) — — (23,287)

Dividends on ordinaryshares ($0.30 pershare) — — — — — — (13,681) (13,681)

Balance atMarch 31, 2017 44,068 4,710 $ 488 $ 574,671 $ (233,850) $ (169,387) $ 362,153 $ 534,075

Balance atDecember 31, 2015 48,778 — $ 488 $ 556,532 $ — $ (149,717) $ (18,289) $ 389,014

Adoption of newaccounting standard — — — 915 — — (915) —

Net income — — — — — — 76,747 76,747 Other comprehensiveincome — — — — — 5,738 — 5,738

Stock-basedcompensationactivity — — — 5,593 — — — 5,593

Purchase of treasuryshares (1,600) 1,600 — — (57,008) — — (57,008)

Balance atMarch 31, 2016 47,178 1,600 $ 488 $ 563,040 $ (57,008) $ (143,979) $ 57,543 $ 420,084

(1) Refer to Note 11 for discussion of adoption of Accounting Standards Update 2016-09.


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TRINSEO S.A.

Condensed Consolidated Statements of Cash Flow s (In thousands)

(Unaudited)

Three Months Ended March 31, 2017 2016 Cash flows from operating activities Net income $ 117,294 $ 76,747 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 24,720 23,120 Amortization of deferred financing fees and issuance discount 1,350 1,608 Deferred income tax 11,282 6,418 Stock-based compensation expense 4,730 5,593 Earnings of unconsolidated affiliates, net of dividends (2,863) (3,684) Unrealized net losses (gains) on foreign exchange forward contracts 187 (447) Gain on sale of businesses and other assets (9,914) —

Changes in assets and liabilities Accounts receivable (133,312) (33,732) Inventories (91,621) (7,162) Accounts payable and other current liabilities 49,895 4,344 Income taxes payable 5,559 6,486 Other assets, net (4,485) (3,452) Other liabilities, net 1,465 9,046

Cash provided by (used in) operating activities (25,713) 84,885 Cash flows from investing activities

Capital expenditures (36,044) (26,437) Proceeds from the sale of businesses and other assets 42,100 — Distributions from unconsolidated affiliates 857 4,809

Cash provided by (used in) investing activities 6,913 (21,628) Cash flows from financing activities

Short-term borrowings, net (62) (63) Repayments of term loans (1,250) (1,250) Purchase of treasury shares (26,648) (57,008) Dividends paid (13,252) — Proceeds from exercise of option awards 3,337 — Withholding taxes paid on restricted share units (138) —

Cash used in financing activities (38,013) (58,321) Effect of exchange rates on cash 1,836 2,192 Net change in cash and cash equivalents (54,977) 7,128 Cash and cash equivalents—beginning of period 465,114 431,261 Cash and cash equivalents—end of period $ 410,137 $ 438,389


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TRINSEO S.A.

Notes to Condensed Consolidated Financial Statement s (Dollars in thousands, unless otherwise stated)

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

The unaudited interim condensed consolidated financial statements of Trinseo S.A. and its subsidiaries (the “Company”) asof and for the periods ended March 31, 2017 and 2016 were prepared in accordance with accounting principles generally acceptedin the United States of America (“GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which, inthe opinion of management, are considered necessary for the fair statement of the results for the periods presented. Because theycover interim periods, the statements and related notes to the financial statements do not include all disclosures normally providedin annual financial statements and, therefore, these statements should be read in conjunction with the 2016 audited consolidatedfinancial statements included within the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the Securities andExchange Commission (“SEC”) on March 1, 2017.

The December 31, 2016 condensed consolidated balance sheet data presented herein was derived from the Company’sDecember 31, 2016 audited consolidated financial statements, but does not include all disclosures required by GAAP for annualperiods.

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications didnot have a material impact on the Company’s financial position or results. Refer to Note 11 and Note 13 for further information.

NOTE 2—RECENT ACCOUNTING GUIDANCE

In May 2014, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board(“IASB”) jointly issued guidance which clarifies the principles for recognizing revenue and develops a common revenue standardfor GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance is that an entity shouldrecognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration towhich the entity expects to be entitled in exchange for those goods or services. Additionally, the FASB has issued certainclarifying updates to this guidance, which the Company will consider as part of our adoption. The Company expects to adopt thisguidance for annual and interim periods beginning after December 31, 2017 by applying the modified retrospective transitionapproach. While our adoption efforts have progressed significantly, we have not yet reached a final conclusion on the expectedimpacts of adopting this new standard on our consolidated financial statements and disclosures, as well as on our underlyingbusiness processes and information technology systems.

In July 2015, the FASB issued guidance which simplifies the subsequent measurement of inventory by replacing the lowerof cost or market test with a lower of cost or net realizable value (“NRV”) test. NRV is calculated as the estimated selling priceless reasonably predictable costs of completion, disposal and transportation. The Company adopted this guidance effectiveJanuary 1, 2017, and the adoption did not have a material impact to the Company’s financial position or results of operations.

In February 2016, the FASB issued guidance related to leases that outlines a comprehensive lease accounting model andsupersedes the current lease guidance. The new guidance requires lessees to recognize on the consolidated balance sheets leaseliabilities and corresponding right-of-use assets for all leases with terms of greater than 12 months. It also changes the definitionof a lease and expands the disclosure requirements of lease arrangements. This new guidance is effective for public companies forannual and interim periods beginning after December 15, 2018, with early adoption permitted. The new guidance must be adoptedusing a modified retrospective transition, and provides for certain practical expedients. The Company is in the process ofassessing the impact on its consolidated financial statements from the adoption of the new guidance. However, as we are thelessee under various real estate, railcar, and other equipment leases, which we currently account for as operating leases, weanticipate an increase in the recognition of right-of-use assets and lease liabilities as a result of this adoption .

In August 2016, the FASB issued guidance that aims to eliminate diversity in practice for how certain cash receipts andpayments are presented and classified in the consolidated statements of cash flows. This guidance is effective for publiccompanies for annual and interim periods beginning after December 15, 2017, with early adoption permitted. This guidance mustbe adopted using a retrospective approach, and provides for certain practical expedients.

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Additionally, the FASB has issued further guidance related to the presentation of restricted cash on the consolidated statements ofcash flows. The Company is currently assessing the timing and related impact of adopting this guidance on its consolidatedstatements of cash flows.

In January 2017, the FASB issued guidance that revises the definition of a business in order to assist in determiningwhether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the new guidance, fewertransactions are expected to be accounted for as business combinations. The Company adopted this guidance effective January 1,2017. We expect this adoption could affect conclusions reached for future transactions in several areas, including acquisitions anddisposals.

In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment by removing Step 2 of thetest, which requires a hypothetical purchase price allocation. As a result, a goodwill impairment will now be the amount by whicha reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted thisguidance effective January 1, 2017, which did not have a material impact to the Company’s financial position or results ofoperations.

In March 2017, the FASB issued guidance that requires employers to present the service cost component of net periodicbenefit cost in the same statement of operations line item as other employee compensation costs arising from services renderedduring the period. The other components of net benefit cost are to be presented outside of any subtotal of operating income. Thispresentation amendment is relevant to the Company and will be applied on a retrospective basis. This guidance is effective forfiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company is currentlyassessing the impact of adopting this guidance on its results of operations.

NOTE 3—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

During the first quarter of 2017, the Company had two joint ventures : Americas Styrenics LLC (“Americas Styrenics”, astyrene and polystyrene joint venture with Chevron Phillips Chemical Company LP) and Sumika Styron Polycarbonate Limited(“Sumika Styron Polycarbonate”, a polycarbonate joint venture with Sumitomo Chemical Company Limited). Investments held inthe unconsolidated affiliates are accounted for by the equity method. The results of Americas Styrenics are included within itsown reporting segment, and the results of Sumika Styron Polycarbonate were included within the Basic Plastics reportingsegment until the Company sold its’ 50% share of the entity in January 2017. Refer to the discussion below for furtherinformation about the sale of the Company’s share in Sumika Styron Polycarbonate during the first quarter of 2017.

Both of the unconsolidated affiliates are privately held companies; therefore, quoted market prices for their stock are notavailable. The summarized financial information of the Company’s unconsolidated affiliates is shown below. This table includessummarized financial information for Sumika Styron Polycarbonate through the date of sale in January 2017.

Three Months Ended March 31, 2017 2016 Sales $ 433,946 $ 376,253 Gross profit $ 20,588 $ 68,403 Net income $ 6,328 $ 52,796

AmericasStyrenics

As of March 31, 2017 and December 31, 2016, respectively, the Company’s investment in Americas Styrenics was $160.6million and $149.7 million, which was $55.1 million and $71.2 million less than the Company’s 50% share of the underlying netassets of Americas Styrenics . This amount represents the difference between the book value of assets contributed to the jointventure at the time of formation (May 1, 2008) and the Company’s 50% share of the total recorded value of the joint venture’sassets and certain adjustments to conform with the Company’s accounting policies. This difference is being amortized over aweighted average remaining useful life of the contributed assets of approximately 3.5 years as of March 31, 2017. The Companyreceived dividends from Americas Styrenics of $7.5 million and $30.0 million during the three months ended March 31, 2017 and2016, respectively.

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SumikaStyronPolycarbonate

On January 31, 2017, the Company completed the sale of its 50% share in Sumika Styron Polycarbonate to SumitomoChemical Company Limited for total sales proceeds of approximately $42.1 million. As a result, the Company recorded a gain onsale of $9.3 million during the three months ended March 31, 2017, which was included within “Other expense (income), net” inthe condensed consolidated statement of operations and was allocated entirely to the Basic Plastics segment. In addition, theparties have entered into a long-term agreement to continue sourcing polycarbonate resin from Sumika Styron Polycarbonate tothe Company’s Performance Plastics segment.

As of December 31, 2016, the Company’s investment in Sumika Styron Polycarbonate was $41.8 million. Due to the sale inJanuary 2017, the Company no longer has an investment in Sumika Styron Polycarbonate as of March 31, 2017. The Companyreceived dividends from Sumika Styron Polycarbonate of $9.8 million and $6.2 million during the three months ended March 31,2017 and 2016, respectively. The dividend received during the three months ended March 31, 2017 from Sumika StyronPolycarbonate related to the Company’s proportionate share of earnings from the year ended December 31, 2016.

NOTE 4—INVENTORIES

Inventories consisted of the following:

March 31, December 31, 2017 2016 Finished goods $ 242,108 $ 187,577 Raw materials and semi-finishedgoods 209,030 168,804

Supplies 29,974 28,964 Total $ 481,112 $ 385,345

NOTE 5—DEBT

Refer to the Annual Report for definitions of capitalized terms not defined herein and further background on the Company’sdebt facilities discussed below. The Company was in compliance with all debt related covenants as of March 31, 2017 andDecember 31, 2016.

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As of March 31, 2017 and December 31, 2016, debt consisted of the following:

March 31, 2017 December 31, 2016

Interest Rate asof

March 31, 2017 Maturity

Date Carrying Amount

UnamortizedDeferred Financing

Fees

Total Debt, Less


Fees Carrying Amount


Fees

Total Debt, Less


Fees Senior CreditFacility 2020 RevolvingFacility Various May 2020 $ — $ — $ — $ — $ — $ —

2021 Term LoanB 4.250%

November2021 490,340 (8,731) 481,609 491,545 (9,159) 482,386

2022 Senior Notes USD Notes 6.750% May 2022 300,000 (5,503) 294,497 300,000 (5,726) 294,274 Euro Notes 6.375% May 2022 400,958 (6,876) 394,082 394,275 (7,157) 387,118

AccountsReceivableSecuritizationFacility Various May 2019 — — — — — —

Otherindebtedness Various Various 1,562 — 1,562 1,591 — 1,591

Total debt $ 1,192,860 $ (21,110) $ 1,171,750 $ 1,187,411 $ (22,042) $ 1,165,369 Less: currentportion (5,000) (5,000)

Total long-termdebt, net ofunamortizeddeferredfinancing fees $ 1,166,750 $ 1,160,369

(1) This caption does not include deferred financing fees related to the Company’s revolving facilities, which are includedwithin “Deferred charges and other assets” on the condensed consolidated balance sheets.

(2) The Company had $309.1 million (net of $15.9 million outstanding letters of credit) of funds available for borrowingunder this facility as of March 31, 2017. Additionally, the Borrowers were required to pay a quarterly commitment feein respect of any unused commitments under this facility equal to 0.375% per annum.

(3) Carrying amounts presented above are net of an original issue discount, which was 0.25% of the original $500.0 millionfacility. This facility bears an interest rate of LIBOR plus 3.25%, subject to a 1.00% LIBOR floor. As of March 31,2017, $5.0 million of the scheduled future payments related to this facility were classified as current debt on theCompany’s condensed consolidated balance sheet.

(4) This facility has a borrowing capacity of $200.0 million. As of March 31, 2017, the Company had approximately$139.2 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable.In regards to outstanding borrowings, fixed interest charges are 2.6% plus variable commercial paper rates, while foravailable, but undrawn commitments, fixed interest charges are 1.4%.

NOTE 6—DERIVATIVE INSTRUMENTS

The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates. Tomanage these risks, the Company periodically enters into derivative financial instruments such as foreign exchange forwardcontracts. The Company does not hold or enter into financial instruments for trading or speculative purposes. All derivatives arerecorded on the condensed consolidated balance sheets at fair value.

ForeignExchangeForwardContracts

Certain subsidiaries have assets and liabilities denominated in currencies other than their respective functional currencies,which creates foreign exchange risk. The Company’s principal strategy in managing its exposure to changes in foreign currencyexchange rates is to naturally hedge the foreign currency-denominated liabilities on our balance sheet against correspondingassets of the same currency such that any changes in liabilities due to fluctuations in exchange rates are offset by changes in theircorresponding foreign currency assets. In order to further reduce its exposure, the Company also uses foreign exchange forwardcontracts to economically hedge the impact of the variability in exchange

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rates on our assets and liabilities denominated in certain foreign currencies. These derivative contracts are not designated forhedge accounting treatment.

As of March 31, 2017, the Company had open foreign exchange forward contracts with a notional U.S. dollar equivalentabsolute value of $222.2 million. The following table displays the notional amounts of the most significant net foreign exchangehedge positions outstanding as of March 31, 2017.

March 31, Buy / (Sell) 2017 Chinese Yuan $ (79,985) Euro $ (63,617) Indonesian Rupiah $ (27,316) Swiss Franc $ 19,083 Japanese Yen $ (10,163) Turkish Lira $ (7,349)

ForeignExchangeCashFlowHedges

The Company also enters into forward contracts with the objective of managing the currency risk associated with forecastedU.S. dollar-denominated raw materials purchases by one of its subsidiaries whose functional currency is the euro. By enteringinto these forward contracts, which are designated as cash flow hedges, the Company buys a designated amount of U.S. dollarsand sells euros at the prevailing market rate to mitigate the risk associated with the fluctuations in the euro-to-U.S. dollar foreigncurrency exchange rates. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains orlosses are included in accumulated other comprehensive income/loss (“AOCI”) to the extent effective, and reclassified to cost ofsales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will notoccur.

Open foreign exchange cash flow hedges as of March 31, 2017 have maturities occurring over a period of 9 months, andhave a net notional U.S. dollar equivalent of $175.5 million.

NetInvestmentHedge

The Company’s outstanding debt includes €375.0 million of Euro Notes (refer to Note 5 for details) . As of March 31,2017, the Company has designated a portion ( €280 million) of the principal amount of these Euro Notes as a hedge of the foreigncurrency exposure of the Issuers’ net investment in certain European subsidiaries. As this debt was deemed to be a highlyeffective hedge, changes in the Euro Notes’ carrying value resulting from fluctuations in the euro exchange rate were recorded ascumulative foreign currency translation gain of $9.5 million within AOCI as of March 31, 2017.

SummaryofDerivativeInstruments

Information regarding changes in the fair value of the Company’s derivative instruments, net of tax, including those notdesignated for hedge accounting treatment, is as follows:

Gain (Loss) Recognized in Gain (Loss) Recognized in AOCI on Balance Sheet Statement of Operations Three Months Ended March 31, Statement of Operations 2017 2016 2017 2016 Classification

Designated as Cash Flow Hedges Foreign exchange cash flow hedges $ (4,810) $ (7,425) $ 2,451 $ 1,106 Cost of salesTotal $ (4,810) $ (7,425) $ 2,451 $ 1,106

Net Investment Hedges Euro Notes $ (4,990) $ (6,285) $ — $ — Other expense (income), netTotal $ (4,990) $ (6,285) $ — $ —

Not Designated as Cash FlowHedges Foreign exchange forward contracts $ — $ — $ (1,675) $ 3,133 Other expense (income), netTotal $ — $ — $ (1,675) $ 3,133

The Company recorded losses of $1.7 million and gains of $3.1 million during the three months ended March 31,

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2017 and 2016, respectively, from settlements and changes in the fair value of outstanding forward contracts (not designated ashedges) . The losses and gains from these forward contracts offset net foreign exchange transaction gains of $0.6 million andlosses of $5.0 million, respectively, during the three months ended March 31, 2017 and 2016 which resulted from theremeasurement of the Company’s foreign currency denominated assets and liabilities. The cash settlements of these foreignexchange forward contracts are included within operating activities in the condensed consolidated statement of cash flows.

As of March 31, 2017, the Company has no ineffectiveness related to its foreign exchange cash flow hedges. Further, theCompany expects to reclassify in the next twelve months an approximate $6.3 million net gain from AOCI into earnings relatedto the Company’s outstanding cash flow hedges as of March 31, 2017 based on current foreign exchange rates.

The following table summarizes the net unrealized gains and losses and balance sheet classification of outstandingderivatives recorded in the condensed consolidated balance sheets:

March 31, 2017 December 31, 2016

Foreign

Exchange Foreign

Exchange Foreign

Exchange Foreign

Exchange Forward Cash Flow Forward Cash Flow

Balance Sheet Classification Contracts Hedges Total Contracts Hedges Total Asset Derivatives: Accounts receivable, net ofallowance $ 1,236 $ 6,302 $ 7,538 $ 1,664 $ 11,018 $ 12,682

Deferred charges and other assets — — — — — — Total asset derivatives $ 1,236 $ 6,302 $ 7,538 $ 1,664 $ 11,018 $ 12,682

Liability Derivatives: Accounts payable $ 512 $ — $ 512 $ 511 $ — $ 511 Other noncurrent obligations — — — — — —

Total liability derivatives $ 512 $ — $ 512 $ 511 $ — $ 511

Forward contracts are entered into with a limited number of counterparties, each of which allows for net settlement of allcontracts through a single payment in a single currency in the event of a default on or termination of any one contract. As such, inaccordance with the Company’s accounting policy, we record these foreign exchange forward contracts on a net basis bycounterparty within the condensed consolidated balance sheet. Information regarding the gross amounts of the Company’sderivative instruments and the amounts offset in the condensed consolidated balance sheets is as follows:

Gross Amounts Gross Amounts Net Amounts Recognized in the Offset in the Presented in the Balance Sheet Balance Sheet Balance Sheet Balance at

March 31, 2017 Derivative assets $ 14,511 $ (6,973) $ 7,538 Derivative liabilities 7,485 (6,973) 512 Balance at

December 31, 2016 Derivative assets $ 23,401 $ (10,719) $ 12,682 Derivative liabilities 11,230 (10,719) 511

Refer to Notes 7 and 15 of the condensed consolidated financial statements for further information regarding the fair valueof the Company’s derivative instruments and the related changes in AOCI .

NOTE 7—FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified usingthe following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.

Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active

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markets.

Level 2—Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs thatare observable for the asset or liability, either directly or indirectly, for substantially the full term of the financialinstrument.

Level 3—Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

The following table summarizes the basis used to measure certain assets and liabilities at fair value on a recurring basis inthe condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016.

March 31, 2017

Quoted Prices inActive Markets for

Identical Items Significant Other

Observable Inputs

SignificantUnobservable

Inputs Assets (Liabilities) at Fair Value (Level 1) (Level 2) (Level 3) Total Foreign exchange forward contracts—Assets $ — $ 1,236 $ — $ 1,236 Foreign exchange forward contracts—(Liabilities) — (512) — (512)

Foreign exchange cash flow hedges—Assets — 6,302 — 6,302 Total fair value $ — $ 7,026 $ — $ 7,026

December 31, 2016

Quoted Prices inActive Markets for

Identical Items Significant Other

Observable Inputs

SignificantUnobservable

Inputs Assets (Liabilities) at Fair Value (Level 1) (Level 2) (Level 3) Total Foreign exchange forward contracts—Assets $ — $ 1,664 $ — $ 1,664 Foreign exchange forward contracts—(Liabilities) — (511) — (511)

Foreign exchange cash flow hedges—Assets — 11,018 — 11,018 Total fair value $ — $ 12,171 $ — $ 12,171

The Company uses an income approach to value its derivative instruments, utilizing discounted cash flow techniques,considering the terms of the contract and observable market information available as of the reporting date. Significant inputs tothe valuation for foreign exchange forward contracts and foreign exchange cash flow hedges are obtained from broker quotationsor from listed or over-the-counter market data, and are classified as Level 2 in the fair value hierarchy.

FairValueofDebtInstruments

The following table presents the estimated fair value of the Company’s outstanding debt not carried at fair value as ofMarch 31, 2017 and December 31, 2016, respectively:

As of As of March 31, 2017 December 31, 2016 2022 Senior Notes

USD Notes $ 316,875 $ 315,000 Euro Notes 429,013 424,437

2021 Term Loan B 496,472 498,041 Total fair value $ 1,242,360 $ 1,237,478

The fair value of the Company’s Term Loan B, USD Notes, and Euro Notes (each Level 2 securities) is determined usingover-the-counter market quotes and benchmark yields received from independent vendors.

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There were no other significant financial instruments outstanding as of March 31, 2017 and December 31, 2016. NOTE 8—PROVISION FOR INCOME TAXES

Three Months Ended March 31, 2017 2016 Effective income tax rate 20.0% 22.2 %

Provision for income taxes for the three months ended March 31, 2017 was $29.3 million, resulting in an effective tax rateof 20.0%. Provision for income taxes for the three months ended March 31, 2016 was $21.9 million, resulting in an effective taxrate of 22.2%.

The effective income tax rate was favorably impacted by the $9.3 million gain on sale of the Company’s 50% share inSumika Styron Polycarbonate during the three months ended March 31, 2017, which was exempt from tax (refer to Note 3 forfurther information).

NOTE 9—COMMITMENTS AND CONTINGENCIES

EnvironmentalMatters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of theliability can be reasonably estimated, based on current law, existing technologies and other information. Pursuant to the terms ofthe agreement associated with the Company’s formation, the pre-closing environmental conditions were retained by Dow andDow has agreed to indemnify the Company from and against all environmental liabilities incurred or relating to the predecessorperiods. No environmental claims have been asserted or threatened against the Company, and the Company is not a potentiallyresponsible party at any Superfund Sites. As of March 31, 2017 and December 31, 2016, the Company had no accrued obligationsfor environmental remediation and restoration costs.

Inherent uncertainties exist in the Company’s potential environmental liabilities primarily due to unknown conditions,whether future claims may fall outside the scope of the indemnity, changing governmental regulations and legal standardsregarding liability, and evolving technologies for handling site remediation and restoration. In connection with the Company’sexisting indemnification, the possibility is considered remote that environmental remediation costs will have a material adverseimpact on the condensed consolidated financial statements.

PurchaseCommitments

In the normal course of business, the Company has certain raw material purchase contracts where it is required to purchasecertain minimum volumes at current market prices. These commitments range from 1 to 5 years. In certain raw material purchasecontracts, the Company has the right to purchase less than the required minimums and pay a liquidated damages fee, or, in case ofa permanent plant shutdown, to terminate the contracts. In such cases, these obligations would be less than the annualcommitment as disclosed in the consolidated financial statements included in the Annual Report.

LitigationMatters

From time to time, the Company may be subject to various legal claims and proceedings incidental to the normal conduct ofbusiness, relating to such matters as product liability, antitrust/competition, past waste disposal practices and release of chemicalsinto the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these routine claims,the Company does not believe that the ultimate resolution of these claims will have a material adverse effect on the Company’sresults of operations, financial condition or cash flow. Legal costs, including those legal costs expected to be incurred inconnection with a loss contingency, are expensed as incurred.

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NOTE 10—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The components of net periodic benefit costs for all significant plans were as follows:

Three Months Ended March 31, 2017 2016 Defined Benefit Pension Plans Service cost $ 4,584 $ 4,071 Interest cost 1,081 1,360 Expected return on plan assets (411) (483) Amortization of prior service credit (471) (478) Amortization of net loss 1,357 1,038 Net settlement and curtailment loss 129 — Net periodic benefit cost $ 6,269 $ 5,508

(1) Represents a settlement loss of approximately $0.5 million triggered by benefit payments exceeding the sum of serviceand interest cost for one of the Company’s pension plans in Switzerland, partially offset by a curtailment gain ofapproximately $0.4 million related to a reduction in the number of participants in the Company’s pension plan in Japan.

Three Months Ended March 31, 2017 2016 Other Postretirement Plans Service cost $ 54 $ 63 Interest cost 63 121 Amortization of prior service cost 26 26 Amortization of net gain (11) (43) Net periodic benefit cost $ 132 $ 167

As of March 31, 2017 and December 31, 2016, the Company’s benefit obligations included primarily in “Other noncurrent

obligations” in the condensed consolidated balance sheets were $199.2 million and $195.8 million, respectively. The net periodicbenefit costs are recognized in the condensed consolidated statement of operations as “Cost of sales” and “Selling, general andadministrative expenses.”

The Company made cash contributions of approximately $5.2 million during the three months ended March 31, 2017. TheCompany expects to make additional cash contributions, including benefit payments to unfunded plans, of approximately $10.0million to its defined benefit plans for the remainder of 2017.

NOTE 11—STOCK-BASED COMPENSATION

RestrictedShareUnits(RSUs)

During the three months ended March 31, 2017, the Company granted 97,468 RSUs at a weighted-average grant date fairvalue per unit of $71.45. Total compensation expense recognized for all outstanding RSUs was $1.9 million and $0.9 million forthe three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, there was $15.4 million of totalunrecognized compensation cost related to outstanding RSUs, which is expected to be recognized over a weighted-average periodof 2.2 years.

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OptionAwards

During the three months ended March 31, 2017, the Company granted 191,565 option awards at a weighted-average grantdate fair value per option award of $20.61. The following are the weighted-average assumptions used within the Black-Scholespricing model for these option awards:

Three Months Ended March 31, 2017 Expected term (in years) 5.50 Expected volatility 35.00 %Risk-free interest rate 2.19 %Dividend yield 2.00 %

Since the Company’s equity interests were privately held prior to its initial public offering (“IPO”) in June 2014, there islimited publicly traded history of the Company’s ordinary shares. Until such time that the Company can determine expectedvolatility based solely on the publicly traded history of its ordinary shares, expected volatility used in the Black-Scholes model foroption awards granted is based on a combination of the Company’s historical volatility and similar companies’ stock that arepublicly traded. The expected term of option awards represents the period of time that option awards granted are expected to beoutstanding. For the option awards granted during the three months ended March 31, 2017 and 2016, the simplified method wasused to calculate the expected term, given the Company’s limited historical exercise data. The risk-free interest rate for theperiods within the expected term of option awards is based on the U.S. Treasury yield curve in effect at the time of grant. Thedividend yield is estimated based on historical and expected dividend activity.

Total compensation expense for the option awards was $2.7 million and $3.4 million for the three months ended March 31,2017 and 2016, respectively. As of March 31, 2017, there was $2.6 million of total unrecognized compensation cost related to theoption awards, which is expected to be recognized over a weighted-average period of 1.7 years .

PerformanceShareUnits(PSUs)

The Company granted PSUs for the first time during the three months ended March 31, 2017. The PSUs, which are grantedto executives, cliff vest on the third anniversary of the date of grant, generally subject to the executive remaining continuouslyemployed by the Company through the vesting date and achieving certain performance conditions. The number of the PSUs thatvest upon completion of the service period can range from 0 to 200 percent of the original grant, subject to certain limitations,contingent upon the Company’s total shareholder return (“TSR”) during the performance period relative to a pre-defined set ofindustry peer companies. Upon a termination of employment due to the executive’s death or retirement, or termination inconnection with a change in control or other factors prior to the vesting date, the PSUs will vest in full or in part, depending onthe type of termination and the achievement of the performance conditions. Dividends equivalents will accumulate on PSUsduring the vesting period, will be paid in cash upon vesting, and do not accrue interest. When PSUs vest, shares will be issuedfrom the existing pool of treasury shares.

The fair value for PSU awards is computed using a Monte Carlo valuation model. During the three months ended March 31,2017, the Company granted 50,937 PSUs at a weighted-average grant date fair value per award of $75.74. Total compensationexpense recognized for PSUs was $0.2 million for the three months ended March 31, 2017. As of March 31, 2017, there was $3.7million of total unrecognized compensation cost related to outstanding PSUs, which is expected to be recognized over aweighted-average period of 2.9 years.

AdoptionofAccountingStandardsUpdate

Effective April 1, 2016, the Company adopted new accounting guidance issued by the FASB that simplifies several aspectsof accounting for share-based payments. Among other things , as part of this adoption, the Company made an accounting policyelection to recognize forfeitures as incurred, rather than estimating the forfeitures in advance. The impact of this change wasapplied utilizing a modified retrospective approach, with an adjustment of $0.9 million recorded during the year ended December31, 2016 to decrease opening retained earnings and increase opening additional paid-in-capital. All other impacts of this adoptionwere not material to the Company’s financial position and results of operations.

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NOTE 12—RELATED PARTY TRANSACTIONS

In March 2016, the former Parent sold 10,600,000 ordinary shares pursuant to the Company’s shelf registration statementfiled with the SEC. In connection with this offering, and under the terms of the agreement associated with its formation, theCompany incurred advisory, accounting, legal and printing expenses on behalf of the former Parent of $1.9 million during thethree months ended March 31, 2016. These expenses were included within “Selling, general and administrative expenses” on thecondensed consolidated statement of operations for the three months ended March 31, 2016. Due to the additional secondaryofferings completed during the year ended December 31, 2016, the former Parent no longer has an ownership interest in theCompany as of March 31, 2017. Refer to Note 16 for further information.

NOTE 13—SEGMENTS

Effective October 1, 2016, the Company realigned its reporting segments to reflect the new model under which the businesswill be managed and results will be reviewed by the chief executive officer, who is the Company’s chief operating decisionmaker. This change in segments is being made to provide increased clarity and understanding around the drivers of profitabilityand cash flow of the Company. The previous Basic Plastics & Feedstocks segment was split into three new segments: BasicPlastics, which includes polystyrene, copolymers, and polycarbonate; Feedstocks, which represents the Company’s styrenemonomer business; and Americas Styrenics, which reflects the equity earnings from its 50%-owned styrenics joint venture. Inaddition, certain highly differentiated acrylonitrile-butadiene-styrene, or ABS, supplied into Performance Plastics markets, whichwas previously included in the results of Basic Plastics & Feedstocks, is now included in Performance Plastics. Finally, the Latexsegment was renamed to Latex Binders. In conjunction with the segment realignment, the Company also changed its primarymeasure of segment operating performance from EBITDA to Adjusted EBITDA. Refer to the discussion below for furtherinformation about Adjusted EBITDA.

The information in the tables below has been retroactively adjusted to reflect the changes in reporting segments andsegment operating performance.

The Latex Binders segment produces styrene-butadiene latex, or SB latex, and other latex polymers and binders, primarilyfor coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex bindersapplications, such as adhesive, building and construction and the technical textile paper market. The Synthetic Rubber segmentproduces synthetic rubber products used predominantly in high-performance tires, impact modifiers and technical rubberproducts, such as conveyer belts, hoses, seals and gaskets. The Performance Plastics segment produces highly engineeredcompounds and blends and some specialized ABS grades for automotive end markets, as well as consumer electronics, medical,electrical and lighting, collectively consumer essential markets, or CEM. The Basic Plastics segment produces styrenic polymers,including polystyrene, basic ABS, and styrene-acrylonitrile, or SAN, products, as well as polycarbonate, or PC, all of which areused as inputs in a variety of end use markets. The Basic Plastics segment also included the results of our previously 50%-ownedjoint venture, Sumika Styron Polycarbonate, until the Company sold its share in the entity in January 2017 (refer to Note 3 forfurther information). The Feedstocks segment includes the Company’s production and procurement of styrene monomer outsideof North America, which is used as a key raw material in many of the Company’s products, including polystyrene, SB latex, ABSresins, solution styrene-butadiene rubber, or SSBR, etc. Lastly, the Americas Styrenics segment consists solely of the operationsof our 50%-owned joint venture, Americas Styrenics, a producer of both styrene monomer and polystyrene in North America.

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Asset, capital expenditure, and intersegment sales information is not reviewed or included with the Company’s reporting tothe chief operating decision maker. Therefore, the Company has not disclosed this information for each reportable segment.

Performance Materials Basic Plastics & Feedstocks Latex Synthetic Performance Basic Americas Corporate Three Months Ended Binders Rubber Plastics Plastics Feedstocks Styrenics Unallocated Total March 31, 2017 Sales to external customers $ 288,931 $ 163,361 $ 184,551 $ 380,751 $ 86,896 $ — $ — $ 1,104,490 Equity in earnings (losses) ofunconsolidated affiliates — — — 810 — 18,485 — 19,295

Adjusted EBITDA 36,815 46,270 26,875 38,861 41,896 18,485 Investment in unconsolidatedaffiliates — — — — — 160,649 — 160,649

Depreciation and amortization 5,663 8,379 2,378 3,690 2,477 — 2,133 24,720 March 31, 2016 Sales to external customers $ 209,481 $ 102,197 $ 168,629 $ 342,629 $ 71,148 $ — $ — $ 894,084 Equity in earnings (losses) ofunconsolidated affiliates — — — 2,093 — 32,933 — 35,026

Adjusted EBITDA 18,767 23,079 35,086 37,767 20,810 32,933 Investment in unconsolidatedaffiliates — — — 34,915 — 146,796 — 181,711

Depreciation and amortization 6,280 8,043 1,544 3,583 2,866 — 804 23,120

(1) The Company’s primary measure of segment operating performance is Adjusted EBITDA, which is defined as income fromcontinuing operations before interest expense, net; provision for income taxes; depreciation and amortization expense; losson extinguishment of long-term debt; asset impairment charges; gains or losses on the dispositions of businesses and assets;restructuring and other items. Adjusted EBITDA is a key metric that is used by management to evaluate businessperformance in comparison to budgets, forecasts, and prior year financial results, providing a measure that managementbelieves reflects core operating performance by removing the impact of transactions and events that would not be considereda part of core operations. Adjusted EBITDA is useful for analytical purposes; however, it should not be considered analternative to the Company’s reported GAAP results, as there are limitations in using such financial measures. Othercompanies in the industry may define Adjusted EBITDA differently than the Company, and as a result, it may be difficult touse Adjusted EBITDA, or similarly named financial measures, that other companies may use to compare the performance ofthose companies to the Company’s segment performance.

The reconciliation of income before income taxes to Segment Adjusted EBITDA is as follows:

March 31, 2017 2016 Income before income taxes $ 146,594 $ 98,647 Interest expense, net 18,200 18,896 Depreciation and amortization 24,720 23,120 Corporate Unallocated 27,465 25,217 Adjusted EBITDA Addbacks (7,777) 2,562 Segment Adjusted EBITDA $ 209,202 $ 168,442

(2) Corporate unallocated includes corporate overhead costs and certain other income and expenses.(3) Adjusted EBITDA addbacks for the three months ended March 31, 2017 and 2016 are as follows:

March 31, (in millions) 2017 2016 Net gain on disposition of businesses and assets (Note 3) $ (9.9) $ — Restructuring and other charges (Note 14) 2.1 0.7 Other items — 1.8 Total Adjusted EBITDA Addbacks $ (7.8) $ 2.5

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(a) For the three months ended March 31, 2016, other items includes $1.8 million of fees incurred in conjunction with theCompany’s secondary offering completed in March 2016. Refer to Note 12 for further information.

NOTE 14—RESTRUCTURING

TerneuzenCompoundingRestructuring

In March 2017, the Company announced plans to upgrade its production capability for compounded resins with theconstruction of a new state-of-the art manufacturing facility to replace its existing facility in Terneuzen, The Netherlands. Thenew facility is expected to start up in the first half of 2018, with substantive production at the existing facility expected to ceaseby June 2018, followed by decommissioning activities through the end of 2018.

For the three months ended March 31, 2017, the Company recorded $0.6 million of accelerated depreciation charges onassets at the existing facility and $0.6 million of contract termination charges. These charges were included within “Selling,general and administrative expenses” in the condensed consolidated statement of operations and allocated entirely to thePerformance Plastics segment. Contract termination charges are recorded within “Accrued expenses and other current liabilities”in the condensed consolidated balance sheet.

The Company expects to incur incremental accelerated depreciation charges of $2.8 million and estimateddecommissioning and other charges of approximately $1.5 million throughout 2017 and 2018, the majority of which are expectedto be paid in 2018.

LivornoPlantRestructuring

In August 2016, the Company announced its plan to cease manufacturing activities at its latex binders manufacturingfacility in Livorno, Italy. This is a result of declining demand for graphical paper and is expected to provide improved assetutilization, as well as cost reductions within the Company’s European latex binders business. Production at the facility ceased inOctober 2016, followed by decommissioning activities which began in the fourth quarter of 2016.

For the three months ended March 31, 2017, the Company recorded restructuring charges of $0.2 million related toemployee termination benefit charges and $0.6 million of decommissioning and other charges. No charges were incurred duringthe three months ended March 31, 2016. These charges were included in “Selling, general and administrative expenses” in thecondensed consolidated statement of operations and were allocated entirely to the Latex Binders segment. Employee and contracttermination benefits charges are recorded within “Accrued expenses and other current liabilities” in the condensed consolidatedbalance sheet as of March 31, 2017.

The following table provides a rollforward of the liability balances associated with the Livorno plant restructuring for thethree months ended March 31, 2017:

Balance at Balance at December 31, 2016 Expenses Deductions March 31, 2017 Employee termination benefit charges $ 4,632 $ 152 $ (4,313) $ 471 Contract termination charges 269 — — 269 Other — 584 (584) — Total $ 4,901 $ 736 $ (4,897) $ 740

(1) Includes decommissioning charges incurred, primarily related to labor and third party service costs.

The Company expects to incur incremental employee termination benefit charges of $0.6 million throughout 2017, whichare expected to be paid in early 2018. Lastly, the Company also expects to incur additional decommissioning costs associatedwith this plant shutdown in 2017, the cost of which will be expensed as incurred, within the Latex Binders segment.

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NOTE 15—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of AOCI, net of income taxes, consisted of:

Cumulative Pension & Other Foreign Exchange Translation Postretirement Benefit Cash Flow Three Months Ended March 31, 2017 and 2016 Adjustments Plans, Net Hedges, Net Total Balance as of December 31, 2016 $ (118,922) $ (63,504) $ 12,272 $ (170,154) Other comprehensive income (loss) 4,201 — (2,359) 1,842 Amounts reclassified from AOCI to netincome — 1,376 (2,451) (1,075)

Balance as of March 31, 2017 $ (114,721) $ (62,128) $ 7,462 $ (169,387) Balance as of December 31, 2015 $ (109,120) $ (46,166) $ 5,569 $ (149,717) Other comprehensive income (loss) 13,423 (800) (6,319) 6,304 Amounts reclassified from AOCI to netincome — 540 (1,106) (566)

Balance as of March 31, 2016 $ (95,697) $ (46,426) $ (1,856) $ (143,979)

(1) The following is a summary of amounts reclassified from AOCI to net income for the three months ended March 31,2017 and 2016, respectively:

Amount Reclassified from AOCI AOCI Components Three Months Ended March 31, Statement of Operations 2017 2016 Classification Cash flow hedging items Foreign exchange cash flow hedges $ (2,451) $ (1,106) Cost of sales Total before tax (2,451) (1,106) Tax effect — — Provision for income taxes Total, net of tax $ (2,451) $ (1,106)

Amortization of pension and otherpostretirement benefit plan items Prior service credit $ (446) $ (452) (a) Net actuarial loss 1,576 1,254 (a) Net settlement and curtailment loss 648 — (a) Total before tax 1,778 802 Tax effect (402) (262) Provision for income taxes Total, net of tax $ 1,376 $ 540

(a) These AOCI components are included in the computation of net periodic benefit costs (see Note 10).

NOTE 16—SHAREHOLDERS’ EQUITY

SecondaryOfferings

During the year ended December 31, 2016, the former Parent sold 37,269,567 ordinary shares pursuant to the Company’sshelf registration statement filed with the SEC. As such, the former Parent no longer holds an ownership interest in the Company.

ShareRepurchases

Under authorization from the Company’s shareholders and board of directors, the Company may purchase ordinary sharesfrom its shareholders in open market transactions. Repurchased shares are recorded at cost within “Treasury shares” in thecondensed consolidated balance sheet. The following table summarizes the repurchase transactions settled by the Companyduring the three months ended March 31, 2017 and 2016.

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Three Months Ended Number of Shares Repurchased Aggregate Purchase Price March 31, 2017 427,205 $ 26,648 March 31, 2016 1,600,000 $ 57,008

(1) Shares repurchased in conjunction with the secondary offering completed in March 2016. Refer to the AnnualReport for further details related to this offering.

Dividends

Under authorization from the Company’s shareholders, the Company may declare dividends on its’ ordinary shares. Thefollowing table summarizes the Company’s dividends during the three months ended March 31, 2017. No declarations were madeduring the three months ended March 31, 2016.

Month of Declaration Date of Record Date of Payment Dividends per Share Total Dividends December 2016 January 11, 2017 January 25, 2017 $ 0.30 $ 13,252 February 2017 April 11, 2017 April 25, 2017 $ 0.30 $ 13,681

(1) The Company may distribute cash to shareholders under Luxembourg law via repayments of equity or an allocation ofstatutory profits. Since the Company began paying dividends, all distributions have been considered repayments ofequity under Luxembourg law.

(2) This amount was recorded within “Accrued expenses and other current liabilities” on the Company’s condensedconsolidated balance sheet as of March 31, 2017.

NOTE 17—EARNINGS PER SHARE

Basic earnings per ordinary share (“basic EPS”) is computed by dividing net income available to ordinary shareholders bythe weighted average number of the Company’s ordinary shares outstanding for the applicable period. Diluted earnings perordinary share (“diluted EPS”) is calculated using net income available to ordinary shareholders divided by diluted weighted-average ordinary shares outstanding during each period, which includes unvested RSUs, option awards, and PSUs. Diluted EPSconsiders the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of thepotential ordinary shares would have an anti-dilutive effect.

The following table presents basic EPS and diluted EPS for the three months ended March 31, 2017 and 2016, respectively.

Three Months Ended March 31, (in thousands, except per share data) 2017 2016 Earnings: Net income $ 117,294 $ 76,747

Shares: Weighted-average ordinary shares outstanding 44,057 48,655 Dilutive effect of RSUs, option awards, and PSUs* 1,256 431 Diluted weighted-average ordinary shares outstanding 45,313 49,086

Income per share: Income per share—basic $ 2.66 $ 1.58 Income per share—diluted $ 2.59 $ 1.56

* Refer to Note 11 for discussion of RSUs, option awards, and PSUs granted to certain Company directors and employees.The number of anti-dilutive shares that have been excluded in the computation of diluted earnings per share for the threemonths ended March 31, 2017 and 2016 were 0.2 million and zero, respectively.

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Item 2. Management’s Discussio n and Analysis of Financial Condition and Results of Operations

2017 Year-to-Date Highlights

The first quarter of 2017 resulted in continued strong performance for Trinseo, noting net income of $117.3 million andAdjusted EBITDA of $181.7 million. Refer to “Non-GAAP Performance Measures” below for further discussion of our use ofnon-GAAP measures in evaluating our performance. Other highlights for the year are described below.

SaleofSumikaStyronPolycarbonate

On January 31, 2017, the Company completed the sale of its 50% share in Sumika Styron Polycarbonate to SumitomoChemical Company Limited for total sales proceeds of approximately $42.1 million. As a result, the Company recorded a gain onsale of $9.3 million during the three months ended March 31, 2017. In addition, the parties have entered into a long-termagreement to continue sourcing polycarbonate resin from Sumika Styron Polycarbonate to the Company’s Performance Plasticssegment.

ShareRepurchasesandDividends

During the three months ended March 31, 2017, under existing authority from its board of directors, the Companypurchased 427,205 ordinary shares from its shareholders through a combination of open market transactions for an aggregatepurchase price of $26.6 million. Also, in February 2017, the Company’s board of directors declared a dividend of $0.30 perordinary share payable in cash on April 25, 2017 to shareholders of record as of April 11, 2017.

Results of OperationsResults of Operations for the Three Months Ended March 31, 2017 and 2016

The table below sets forth our historical results of operations, and these results as a percentage of net sales for the periodsindicated:

Three Months Ended March 31, (in millions) 2017 Percentage 2016 Percentage Net sales $ 1,104.5 100.0 % $ 894.1 100.0 % Cost of sales 906.7 82.1 % 754.4 84.4 % Gross profit 197.8 17.9 % 139.7 15.6 %

Selling, general and administrative expenses 60.4 5.5 % 54.5 6.1 % Equity in earnings of unconsolidated affiliates 19.3 1.7 % 35.0 3.9 % Operating income 156.7 14.1 % 120.2 13.4 %

Interest expense, net 18.2 1.6 % 18.9 2.1 % Other expense (income), net (8.1) (0.7)% 2.7 0.3 % Income before income taxes 146.6 13.2 % 98.6 11.0 %

Provision for income taxes 29.3 2.7 % 21.9 2.4 % Net income $ 117.3 10.5 % $ 76.7 8.6 %

2017 vs. 2016

NetSales

Of the 23.5% increase, 26.9% was due to higher selling prices primarily from the pass through of higher raw material costs,including higher styrene and butadiene costs to customers across our segments. Offsetting this increase from selling prices was adecrease of 1.3% due to sales volume, as decreases in Basic Plastics and Feedstocks sales volumes were partially offset byincreases in Synthetic Rubber and Performance Plastics sales volume. In addition, a decrease of 2.1% was due to an unfavorablecurrency impact across our segments, as the euro weakened in comparison to the U.S. dollar.

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CostofSales

Of the 20.2% increase, 22.8% was attributable to higher prices for raw materials, primarily butadiene and styrene monomer,and 0.7% was due to increased fixed costs. These increases were partially offset by a 1.4% decrease due to lower sales volume, asdecreases in Basic Plastics and Feedstocks sales volumes were partially offset by increases in Synthetic Rubber and PerformancePlastics sales volume. In addition, a decrease of 2.1% was due to a favorable currency impact across our segments, as the euroweakened in comparison to the U.S. dollar.

GrossProfit

The increase was primarily attributable to higher margins, especially within Feedstocks and Latex Binders. Higher salesvolume in Synthetic Rubber, Performance Plastics, and Latex Binders, was partially offset by lower sales volume and margins inBasic Plastics and lower margins in Performance Plastics, as well as by styrene outages in Feedstocks and Americas Styrenics(discussed in our segment discussion below). Also offsetting this increase was an unfavorable currency impact as the euroweakened in comparison to the U.S. dollar.

Selling,GeneralandAdministrativeExpenses

The majority of this increase is driven by $1.6 million of increased restructuring charges, primarily related to theCompany’s decision to cease manufacturing activities at our latex facility in Livorno, Italy, as well as charges related to theupgrade and replacement of the Company’s compounding facility in Terneuzen, The Netherlands. Refer to Note 14 in thecondensed consolidated financial statements for further information. Also driving this change were increased employee benefitcosts and costs from additional resources supporting growth initiatives.

EquityinEarningsofUnconsolidatedAffiliates

Equity earnings decreased in 2017, as equity earnings from Americas Styrenics decreased from $32.9 million in 2016 to$18.5 million in 2017, primarily due to the planned and extended first quarter styrene outage at its St. James, LA, facility.Additionally, equity earnings from Sumika Styron Polycarbonate decreased from $2.1 million in 2016 to $0.8 million in 2017, asthe Company completed the sale of its 50% share in the entity to Sumitomo Chemical Company Limited in January 2017 andtherefore did not have an ownership interest in the joint venture for the entire three months ended March 31, 2017. Refer to Note3 in the condensed consolidated financial statements for further information.

InterestExpense,Net

The decrease in interest expense was primarily attributable to lower deferred financing fee amortization recorded intointerest expense from our Accounts Receivable Securitization Facility and lower interest expense incurred on the Company’s2021 Term Loan B as a result of quarterly principal repayments.

OtherExpense(Income),net

Other income, net for the three months ended March 31, 2017 was $8.1 million, primarily driven by a $9.3 million gainrelated to the sale of the Company’s 50% share in Sumika Styron Polycarbonate in January 2017 (refer to Note 3 in the condensedconsolidated financial statements for further information). Additionally, net foreign exchange transaction losses for the periodwere $1.1 million, which included $0.6 million of foreign exchange transaction gains primarily driven by the remeasurement ofour euro denominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, morethan offset by $1.7 million of losses from our foreign exchange forward contracts.

Other expense, net for the three months ended March 31, 2016 was $2.7 million, which consisted primarily of net foreignexchange transaction losses of approximately $1.9 million and other expenses of $0.8 million. Included in these net losses of $1.9million were foreign exchange transactions losses of $5.0 million, primarily driven by the remeasurement of our eurodenominated payables due to the relative changes in rates between the U.S. dollar and the euro during the period, partially offsetby gains of $3.1 million recorded during the period related to the Company’s foreign exchange forward contracts.

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ProvisionforIncomeTaxes

Provision for income taxes for the three months ended March 31, 2017 totaled $29.3 million resulting in an effective taxrate of 20.0%. Provision for income taxes for the three months ended March 31, 2016 totaled $21.9 million resulting in aneffective tax rate of 22.2%.

The increase in provision for income taxes was primarily driven by the $48.0 million increase in income before incometaxes, from $98.6 million for the three months ended March 31, 2016 to $146.6 million for the three months ended March 31,2017. Included in the $48.0 million increase in income before income taxes is the $9.3 million gain on sale of our 50% share inSumika Styron Polycarbonate during the three months ended March 31, 2017, which was exempt from tax.

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Selected Segment Information

Effective October 1, 2016, the Company realigned its reporting segments to reflect the new model under which the businesswill be managed and results will be reviewed by the chief executive officer, who is the Company’s chief operating decisionmaker. The Company’s reportable segments are now as follows: Latex Binders, Synthetic Rubber, Performance Plastics, BasicPlastics, Feedstocks, and Americas Styrenics. In conjunction with this segment realignment, the Company changed its primarymeasure of segment operating performance to Adjusted EBITDA. Refer to the Annual Report for a description of our segments,including a detailed overview, products and end uses, and competition and customers.

The following sections describe net sales, Adjusted EBITDA, and Adjusted EBITDA margin by segment for the threemonths ended March 31, 2017 and 2016, which have been recast to reflect the above changes. Inter-segment sales have beeneliminated. Refer to Note 13 in the condensed consolidated financial statements for further information on these changes, as wellas for a detailed definition of Adjusted EBITDA and a reconciliation of income before income taxes to segment AdjustedEBITDA.

Latex Binders Segment

Our Latex Binders segment produces SB latex and other latex polymers and binders primarily for coated paper andpackaging board, carpet and artificial turf backings, as well as a number of performance latex applications, such as adhesive,building and construction and the technical textile paper market.

Three Months Ended March 31, Percentage Change (in millions) 2017 2016 2017 vs. 2016 Net sales $ 288.9 $ 209.5 37.9 % Adjusted EBITDA $ 36.8 $ 18.8 95.7 % Adjusted EBITDA margin 12.7 % 9.0 %

2017vs.2016

Of the 37.9% increase in net sales, 39.2% was due to higher selling prices, primarily due to the pass through of higherbutadiene and styrene costs to our customers. Also driving this increase was a 0.4% overall increase in volumes, which includeshigher sales volume to Asia, Europe, and North America that more than offset decreases from the prior year divestiture of ourbusiness in Brazil. Offsetting these volume and price increases was a 1.7% decrease due to an unfavorable currency impact as theeuro weakened in comparison to the U.S. dollar.

The increase in Adjusted EBITDA was driven by margin improvements of $17.6 million during the period, primarily due toimproved market conditions in all regions, especially in Asia. Additionally, fixed cost improvements contributed to 2.7% of theincrease, which includes the impact of the sale of our business in Brazil as well as the termination of production at our Livorno,Italy facility. Refer to Note 14 in the condensed consolidated financial statements for further information.

Synthetic Rubber Segment

Our Synthetic Rubber segment produces styrene-butadiene and polybutadiene-based rubber products used predominantly inhigh-performance tires, impact modifiers and technical rubber products, such as conveyor belts, hoses, seals and gaskets. We havea broad synthetic rubber technology and product portfolio, focusing on specialty products, such as SSBR, lithium polybutadienerubber, or Li-PBR, and neodymium polybutadiene rubber, or Nd-PBR, while also producing core products, such as emulsionstyrene-butadiene rubber, or ESBR.

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2017vs.2016

Of the 59.9% increase in net sales, 45.3% was due to higher selling prices, primarily resulting from the pass through ofhigher butadiene and styrene costs to customers. Additionally, 18.9% of the increase was due to higher sales volume driven byhigher customer demand for SSBR and ESBR due to the growing performance tire market, as well as higher sales of Ni-PBR asproduction decreased in the prior year due to Nd-PBR plant trials. These increases were partially offset by a 4.3% decrease due tounfavorable currency impact as the euro weakened in comparison to the U.S. dollar.

The increase in Adjusted EBITDA was primarily driven by improved margins which contributed to 111.7% of the increase,mainly from favorable raw material timing net of unfavorable price lag. Higher sales volume contributed to 10.5% of the increase,primarily related to higher demand for SSBR and ESBR from the growing performance tire market. Partially offsetting theseincreases was an 18.4% decrease due to higher production costs.

Performance Plastics Segment

Our Performance Plastics segment consists of compounds and blends and some specialized ABS grades. We are a producerof highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, electrical andlighting, collectively referred to as consumer essential markets.

Three Months Ended March 31, Percentage Change (in millions) 2017 2016 2017 vs. 2016 Net sales $ 184.6 $ 168.6 9.5 % Adjusted EBITDA $ 26.9 $ 35.1 (23.4)% Adjusted EBITDA margin 14.6 % 20.8 %

2017vs.2016

Of the 9.5% increase in net sales, 10.3% was due to increased sales volume, primarily related to higher sales to theautomotive market in Europe and North America, which more than offset a 3.0% negative impact from the prior year divestitureof our business in Brazil. Additionally, higher selling prices contributed to 0.5% of the increase, due to the pass through of higherraw material costs to our customers. Partially offsetting these increases was a 1.4% decrease due to unfavorable currency impactas the euro weakened in comparison to the U.S. dollar.

The decrease in Adjusted EBITDA was driven by a 41.7% decrease due to lower margins, including unfavorable price lagand higher raw material costs. Partially offsetting this decrease was an 18.3% increase due to increased sales volume growth tothe automotive markets in Europe and North America.

Basic Plastics Segment

The Basic Plastics segment produces styrenic polymers, including polystyrene, basic ABS, and SAN products, as well asPC, all of which are used as inputs in a variety of end use markets. The Basic Plastics segment also included the results of ourpreviously 50%-owned joint venture Sumika Styron Polycarbonate prior to its sale in January 2017 for total sales proceeds ofapproximately $42.1 million. Refer to Note 3 in the condensed consolidated financial statements for further information.

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2017vs.2016

Of the 11.1% increase in net sales, 24.7% was due to higher selling prices driven by the pass through of higher styrene coststo customers. This increase was partially offset by an 11.5% decrease due to lower sales volume, primarily related to lowerpolystyrene sales in Europe and Asia, where lower demand was driven by rising prices. Additionally, an unfavorable currencyimpact resulted in a 2.1% decrease as the euro weakened in comparison to the U.S. dollar.

Adjusted EBITDA increased slightly, with higher margins contributing to an increase of 24.4% primarily due to favorableraw material timing, partially offset by an 11.2% decrease due to lower sales volume, primarily related to Europe and Asiapolystyrene sales, as sharply rising styrene prices resulted in lower customer demand. Additionally, higher fixed costs, mainlyfrom start-up costs incurred related to our new ABS capacity in Asia, contributed to a decrease of 5.7%. Also offsetting thisoverall increase was a 3.4% decrease as we sold our share in Sumika Styron Polycarbonate in January 2017 and therefore did nothave an ownership interest in the joint venture for the entire three months ended March 31, 2017.

Feedstocks Segment

The Feedstocks segment includes the Company’s production and procurement of styrene monomer outside of NorthAmerica, which is used as a key raw material in many of the Company’s products, including polystyrene, SB latex, ABS resins,SSBR, etc.


2017vs.2016

Of the 22.2% increase in net sales, 37.0% was due to higher selling prices, primarily driven by the pass through of higherstyrene costs to customers. Partially offsetting this increase was a 13.6% decrease due to lower styrene-related sales volume and a1.3% decrease driven by an unfavorable currency impact as the euro weakened in comparison to the U.S. dollar.

The increase in Adjusted EBITDA was driven by a 112.6% increase due to higher margins in styrene driven by currentmarket conditions, including favorable raw material timing. This increase was slightly offset by a 7.2% decrease due to higherfixed costs, primarily from the planned maintenance outage at our facility in Terneuzen, The Netherlands.

Americas Styrenics Segment

The Americas Styrenics segment consists solely of the operations of our 50%-owned joint venture, Americas Styrenics, aproducer of both styrene monomer and polystyrene in North America. Styrene monomer is a basic building block of plastics and akey input to many of the Company’s products, as well as a key raw material for the production of polystyrene. Major applicationsfor the polystyrene products Americas Styrenics produces include appliances, food packaging, food service disposables,consumer electronics and building and construction materials.

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Three Months Ended

March 31, Percentage

Change (in millions) 2017 2016 2017 vs. 2016 Adjusted EBITDA* $ 18.5 $ 32.9 (43.8)%

* TheresultsofthissegmentarecomprisedentirelyofearningsfromAmericasStyrenics,ourequitymethodinvestment.Assuch,AdjustedEBITDArelatedtothissegmentisincludedwithin“Equityinearningsofunconsolidatedaffiliates”intheconsolidatedstatementsofoperations.

2017vs.2016

The decrease in Adjusted EBITDA was due to decreased equity earnings from our joint venture Americas Styrenics,primarily due to the planned first quarter styrene outage at its St. James, LA, facility, which was extended in order to completerepairs on critical equipment. The facility came back online at full production in early April 2017. As a result of this extendedoutage, the Company incurred an unfavorable impact of approximately $15.0 million to Adjusted EBITDA in the first quarter of2017.

Non-GAAP Performance Measures

We present Adjusted EBITDA as a non-GAAP financial performance measure, which we define as income from continuingoperations before interest expense, net; provision for income taxes; depreciation and amortization expense; loss onextinguishment of long-term debt; asset impairment charges; gains or losses on the dispositions of businesses and assets;restructuring and other items. In doing so, we are providing management, investors, and credit rating agencies with an indicator ofour ongoing performance and business trends, removing the impact of transactions and events that we would not consider a partof our core operations.

There are limitations to using the financial performance measures such as Adjusted EBITDA. This performance measure isnot intended to represent net income or other measures of financial performance. As such, it should not be used as an alternativeto net income as an indicator of operating performance. Other companies in our industry may define Adjusted EBITDAdifferently than we do. As a result, it may be difficult to use this or similarly-named financial measures that other companies mayuse, to compare the performance of those companies to our performance. We compensate for these limitations by providing areconciliation of this performance measure to our net income, which is determined in accordance with GAAP.

Adjusted EBITDA is calculated as follows for the years ended March 31, 2017 and 2016, respectively:

Three Months Ended March 31, (in millions) 2017 2016 Net income $ 117.3 $ 76.7 Interest expense, net 18.2 18.9 Provision for income taxes 29.3 21.9 Depreciation and amortization 24.7 23.2 EBITDA $ 189.5 $ 140.7 Net gain on disposition of businesses and assets (9.9) — Restructuring and other charges 2.1 0.7 Other items — 1.8 Adjusted EBITDA $ 181.7 $ 143.2

(a) EBITDA is a non-GAAP financial performance measure that we refer to in making operating decisions because we believeit provides our management as well as our investors and credit agencies with meaningful information regarding theCompany’s operational performance. We believe the use of EBITDA as a metric assists our board of directors, managementand investors in comparing our operating performance on a consistent basis. Other companies in our industry may defineEBITDA differently than we do. As a result, it may be difficult to use EBITDA, or similarly-named financial measures thatother companies may use, to compare the performance of

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those companies to our performance. We compensate for these limitations by providing reconciliations of our EBITDAresults to our net income, which is determined in accordance with GAAP.

(b) Net gain on disposition of businesses and assets during the three months ended March 31, 2017 relates primarily to sale ofour 50% share in Sumika Styron Polycarbonate to Sumitomo Chemical Company Limited, for which the Companyrecorded a gain on sale of $9.3 million during the period. Refer to Note 3 in the condensed consolidated financialstatements for further information.

(c) Restructuring and other charges for the three months ended March 31, 2017 relate to employee termination benefit anddecommissioning charges incurred in connection with the decision to cease manufacturing activities at our latex bindersmanufacturing facility in Livorno, Italy, as well as contract termination charges related to the upgrade and replacement ofthe Company’s compounding facility in Terneuzen, The Netherlands. Refer to Note 14 in the condensed consolidatedfinancial statements for further information. Restructuring and other charges for the three months ended March 31, 2016relate primarily to employee termination benefit and decommissioning charges incurred in connection with the Allyn’sPoint shutdown within our latex binders business.

(d) Other items for the three months ended March 31, 2016 relate to fees incurred in conjunction with the Company’ssecondary offering completed during the period. Refer to Note 12 in the condensed consolidated financial statements forfurther information.

Liquidity and Capital Resources

Cash Flows

The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2017 and 2016,respectively. We have derived the summarized cash flow information from our unaudited financial statements.

Three Months Ended March 31, (in millions) 2017 2016 Net cash provided by (used in): Operating activities $ (25.7) $ 84.9 Investing activities 6.9 (21.6) Financing activities (38.0) (58.3) Effect of exchange rates on cash 1.8 2.1 Net change in cash and cash equivalents $ (55.0) $ 7.1 OperatingActivities

Net cash used in operating activities during the three months ended March 31, 2017 totaled $25.7 million, inclusive of $7.5million in dividends from Americas Styrenics, as well as dividends from Sumika Styron Polycarbonate, $8.9 million of whichwere classified as operating activities, with the remaining $0.9 million classified as investing activities. Refer to Note 3 in thecondensed consolidated financial statements for further information.

Net cash used in operating assets and liabilities for the three months ended March 31, 2017 totaled $172.5 million, the mostsignificant drivers of which were increases in accounts receivable of $133.3 million and inventories of $91.6 million,respectively, offset by an increase in accounts payable and other current liabilities of $49.9 million. The increase in accountsreceivable was primarily due to higher net sales (due to increased raw material prices) and lower collections, due to timing, duringthe first quarter of 2017 compared to the fourth quarter of 2016. The increase in inventories was primarily due to increases in rawmaterial prices. The increase in accounts payable and other current liabilities was also driven by increases in raw material pricesas well as timing of vendor payments.

Net cash provided by operating activities during the three months ended March 31, 2016 totaled $84.9 million, driven bythe overall strong earnings for the period. Also driving the strong positive cash from operating activities for the period was $30.0million in dividends from Americas Styrenics. Net cash used in operating assets and liabilities for the three months ended March31, 2016 totaled $24.5 million, the most significant driver of which was an increase in

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accounts receivable of $33.7 million. The increase in accounts receivable is primarily due to timing of customer payments, as netsales for the first quarter of 2016 remained relatively flat when compared to the fourth quarter of 2015.

InvestingActivities

Net cash provided by investing activities for the three months ended March 31, 2017 totaled $6.9 million, primarily drivenby proceeds received of $42.1 million from the sale of the Company’s 50% share in Sumika Styron Polycarbonate to SumitomoChemical Company Limited, offset by capital expenditures of $36.0 million during the period.

Net cash used in investing activities for the three months ended March 31, 2016 totaled $21.6 million, driven by capitalexpenditures of $26.4 million during the period, a significant portion of which related to our project to upgrade our legacyenterprise resource planning environment to the latest version of SAP. Partially offsetting these capital expenditures weredividends received from Sumika Styron Polycarbonate during the quarter, $4.8 million of which were classified as investingactivities, with the remaining $1.4 million classified as operating activities.

FinancingActivities

Net cash used in financing activities during the three months ended March 31, 2017 totaled $38.0 million. This activity wasprimarily driven by $26.6 million of payments related to the repurchase of ordinary shares during the period and $13.3 million ofdividends paid (see Note 16 to the condensed consolidated financial statements), as well as $1.3 million of principal paymentsrelated to our 2021 Term Loan B. Partially offsetting these uses of cash was $3.3 million of proceeds received from the exerciseof option awards.

Net cash used in financing activities during the three months ended March 31, 2016 totaled $58.3 million. This activity wasprimarily driven by $57.0 million of payments related to the repurchase of ordinary shares during the period (see Note 16 to thecondensed consolidated financial statements) as well as $1.3 million of principal payments related to our 2021 Term Loan B. FreeCashFlow

We use Free Cash Flow as a non-GAAP measure to evaluate and discuss the Company’s liquidity position and results. FreeCash Flow is defined as cash from operating activities, less capital expenditures. We believe that Free Cash Flow provides anindicator of the Company’s ongoing ability to generate cash through core operations, as it excludes the cash impacts of variousfinancing transactions as well as cash flows from business combinations that are not considered organic in nature. We also believethat Free Cash Flow provides management and investors with a useful analytical indicator of our ability to service ourindebtedness, pay dividends (when declared), and meet our ongoing cash obligations.

Free Cash Flow is not intended to represent cash flows from operations as defined by GAAP, and therefore, should not beused as an alternative for that measure. Other companies in our industry may define Free Cash Flow differently than we do. As aresult, it may be difficult to use this or similarly-named financial measures that other companies may use, to compare the liquidityand cash generation of those companies to our own. We compensate for these limitations by providing a reconciliation to cashprovided by operating activities, which is determined in accordance with GAAP.

Prior period information below has been recast from its previous presentation to reflect the Company’s current method forcalculating Free Cash Flow. Prior to the third quarter of 2016, we calculated Free Cash Flow as cash from both operating andinvesting activities less the impact of changes in restricted cash. The Company believes our revised method is more aligned toinvestors’ common understanding of Free Cash Flow and allows for easier comparisons between the Company and its peers.Additionally, the Company has not reported material restricted cash balances since 2012 and is not expected to do so under itscurrent practices.

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Three Months Ended March 31, (in millions) 2017 2016 Cash provided by (used in) operating activities $ (25.7) $ 84.9 Capital expenditures (36.0) (26.4) Free Cash Flow $ (61.7) $ 58.5

Capital Resources and Liquidity

We require cash principally for day-to-day operations, to finance capital investments and other initiatives, to purchasematerials, to service our outstanding indebtedness, and to fund dividend payments to our shareholders. Our sources of liquidityinclude cash on hand, cash flow from operations, which we expect to be positive for full year 2017, and amounts available underthe Senior Credit Facility and the Accounts Receivable Securitization Facility.

As of March 31, 2017 and December 31, 2016, we had $1,192.9 million and $1,187.4 million, respectively, in outstandingindebtedness and $1,022.7 million and $890.7 million, respectively, in working capital. In addition, as of March 31, 2017 andDecember 31, 2016, we had $103.8 million and $88.8 million of foreign cash and cash equivalents on our balance sheet,respectively, all of which is readily convertible into other foreign currencies, including the U.S. dollar. Our intention is not topermanently reinvest our foreign cash and cash equivalents. Accordingly, we record deferred income tax liabilities related to theunremitted earnings of our subsidiaries.

Refer to our Annual Report for a detailed description of the Company’s debt structure, borrowing rates, and expected futurepayment obligations.

The following table outlines our outstanding indebtedness as of March 31, 2017 and December 31, 2016 and the associatedinterest expense, including amortization of deferred financing fees, and effective interest rates for such borrowings as of March31, 2017 and December 31, 2016. Note that the effective interest rates below exclude the impact of deferred financing feeamortization.

As of and for the Three Months Ended As of and for the Year Ended March 31, 2017 December 31, 2016 Effective Effective Interest Interest Interest Interest (dollars in millions) Balance Rate Expense Balance Rate Expense Senior Credit Facility

2021 Term Loan B $ 490.3 4.3 % $ 5.7 $ 491.5 4.3 % $ 23.3 2020 Revolving Facility — — 0.8 — — 3.3

2022 Senior Notes USD Notes 300.0 6.8 % 5.3 300.0 6.8 % 21.1 Euro Notes 401.0 6.4 % 6.7 394.3 6.4 % 27.4

Accounts Receivable SecuritizationFacility — — 0.7 — — 3.3 Other indebtedness* 1.6 4.8 % — 1.6 4.8 % 0.1 Total $ 1,192.9 $ 19.2 $ 1,187.4 $ 78.5

* ForthethreemonthsendedMarch31,2017,interestexpenseon“Otherindebtedness”totaledlessthan$0.1million.

Our Senior Credit Facility includes the 2020 Revolving Facility, which matures in May 2020, and has a borrowing capacityof $325.0 million. As of March 31, 2017, the Company had no outstanding borrowings, and had $309.1 million (net of $15.9million outstanding letters of credit) of funds available for borrowing under the 2020 Revolving Facility. Further, as of March 31,2017, the Borrowers are required to pay a quarterly commitment fee in respect of any unused commitments under the 2020Revolving Facility equal to 0.375% per annum.

We also continue to maintain our Accounts Receivable Securitization Facility set to mature in May 2019, under which ourborrowing capacity is $200.0 million. As of March 31, 2017, there were no amounts outstanding under the

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Accounts Receivable Securitization Facility, with approximately $139.2 million of funds available for borrowing under thisfacility, based on the pool of eligible accounts receivable.

Our other borrowing arrangements include our $500.0 million 2021 Term Loan B (maturing in November 2021), whichrequires scheduled quarterly payments in amounts equal to 0.25% of the original principal, and our 2022 Senior Notes (maturingin May 2022), whose U.S. dollar equivalent outstanding amount as of March 31, 2017 totaled $701.0 million.

The Senior Credit Facility and Indenture contain certain customary affirmative, negative and financial covenants. As ofMarch 31, 2017, the Company was in compliance with all of these debt covenant requirements. Refer to the Annual Report forfurther information on the details of these covenant requirements.

Our ability to raise additional financing and our borrowing costs may be impacted by short- and long-term debt ratingsassigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain creditmetrics such as interest coverage and leverage ratios.

We and our subsidiaries, affiliates or significant shareholders may from time to time seek to retire or purchase ouroutstanding debt through cash purchases in the open market, privately negotiated transactions, exchange transactions orotherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements,contractual restrictions and other factors. The amounts involved may be material.

Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (the “Issuers” of our 2022 Senior Notes and“Borrowers” under our Senior Credit Facility) are dependent upon the cash generation and receipt of distributions and dividendsor other payments from our subsidiaries and joint venture in order to satisfy their debt obligations. There are no known significantrestrictions by third parties on the ability of subsidiaries of the Company to disburse or dividend funds to the Issuers and theBorrowers in order to satisfy these obligations. However, as the Company’s subsidiaries are located in a variety of jurisdictions,the Company can give no assurances that its subsidiaries will not face transfer restrictions in the future due to regulatory or otherreasons beyond our control.

The Company’s cash flow generation in recent years has been strong, with positive cash flows expected to continue for fullyear 2017. However, we can make no assurances that, in the future, our business will generate sufficient cash flow fromoperations or that future borrowings will be available to us under the Senior Credit Facility in an amount sufficient to enable us topay our indebtedness, or to fund our other liquidity needs. In addition, our current indebtedness may limit our ability to procureadditional financing in the future.

The Senior Credit Facility and Indenture also limit the ability of the Borrowers and Issuers, respectively, to pay dividendsor make other distributions to Trinseo S.A., which could then be used to make distributions to shareholders. As discussed in Note16 to the condensed consolidated financial statements, in January 2017, the Company paid a dividend of $0.30 per ordinary share(totaling $13.3 million), with an additional dividend to shareholders of $0.30 per ordinary share declared in February 2017 (to bepaid in April 2017). These dividends are well within the available capacity under the terms of the restrictive covenants containedin the Senior Credit Facility and Indenture. Further, significant additional capacity continues to be available under the terms ofthese covenants to support expected future dividends to shareholders, should the Company continue to declare them.

We believe that funds provided by operations, our existing cash and cash equivalent balances, borrowings available underour 2020 Revolving Facility and borrowings available under our Accounts Receivable Securitization Facility will be adequate tomeet planned operating and capital expenditures for at least the next 12 months under current operating conditions.

Contractual Obligations and Commercial Commitments

There have been no material revisions outside the ordinary course of business to our contractual obligations as describedwithin “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations andCommercial Commitments” within our Annual Report.

Critical Accounting Policies and Estimates

Our unaudited interim condensed consolidated financial statements are based on the selection and application of significantaccounting policies. The preparation of unaudited interim condensed consolidated financial statements in

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conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets andliabilities and revenues and expenses at the date of and during the reporting period. Actual results could differ from thoseestimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materiallydifferent results.

We describe our significant accounting policies in Note 2, Basis of Presentation and Summary of Significant AccountingPolicies, of the Notes to Consolidated Financial Statements included in our Annual Report, while we discuss our criticalaccounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”within our Annual Report.

There have been no material revisions to the critical accounting policies as filed in our Annual Report.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

We describe the impact of recent accounting pronouncements in Note 2 to our condensed consolidated financial statements,included elsewhere within this Quarterly Report.

Item 3. Quantitative and Qualitativ e Disclosures about Market Risk

As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within ourAnnual Report, we are exposed to changes in interest rates and foreign currency exchange rates as well as changes in the prices ofcertain commodities that we use in production. There have been no material changes in our exposure to market risks from theinformation provided within our Annual Report.

Item 4. Controls and Procedures

EvaluationofDisclosureControlsandProcedures

Our management is responsible for establishing and maintaining internal controls designed to provide reasonable assurancethat information required to be disclosed by us in our reports that we file or submit under the Exchange Act (as defined in Rules13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) is recorded, processed, summarized and reportedwithin the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated toour management, with the participation of our Chief Executive Officer and Chief Financial Officer, as appropriate, to allowtimely decisions regarding required disclosures. Our management, with the participation of our Chief Executive Officer and ChiefFinancial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2017. Basedon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and proceduresas of the end of the period covered by this Quarterly Report were effective to provide the reasonable level of assurance describedabove.

ChangesinInternalControloverFinancialReporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of theExchange Act) that occurred during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceeding s

From time to time we may be subject to various legal claims and proceedings incidental to the normal conduct of business,relating to such matters as product liability, antitrust, competition, waste disposal practices, release of chemicals into theenvironment and other matters that may arise in the ordinary course of our business. We currently believe that there is nolitigation pending that is likely to have a material adverse effect on our business. Regardless of

35

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the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion ofmanagement resources and other factors.

Item 1A. Risk Factors

Our business faces various risks. Certain important factors may have a material adverse effect on our business prospects,financial condition and results of operations, and you should carefully consider them. Accordingly, in evaluating our business, weencourage you to consider the risk factors related to our ordinary shares as well those risk factors related to our business andindustry which have been previously disclosed in Item 1A of our Annual Report for the year ended December 31, 2016, for whichthere have been no material changes. We encourage you to consider these risks, in their entirety, in addition to other informationcontained in or incorporated by reference into this Quarterly Report and our other public filings with the SEC. Other events thatwe do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial conditionand results of operations .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Recent sales of unregistered securities

None.

(b) Use of Proceeds from registered securities

None.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table contains information regarding purchases of our ordinary shares made during the quarterended March 31, 2017 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3)of the Securities Exchange Act of 1934:

Issuer Purchases of Equity Securities

Period Total number ofshares purchased

Average price paid per share

Total number ofshares purchasedas part of publiclyannounced plans

or programs

Approximate numberof shares that may yet

be purchased under theplans or programs

January 1 - January 31, 2017 330,160 $ 62.41 330,160 2,001,907February 1 - February 28, 2017 — $ — — 2,001,907March 1 - March 31, 2017 41,545 $ 64.55 41,545 1,960,362Total 371,705 $ 62.65 371,705

(1) The general meeting of our shareholders on June 21, 2016 authorized the Company to repurchase up to 4.5 millionordinary shares at a price per share of not less $1.00 and not more than $1,000. This authorization ends on June 21,2018 or on the date of its renewal by a subsequent general meeting of shareholders. On November 1, 2016 theCompany announced that the board of directors had authorized the Company to repurchase, subject to market andother conditions, the remaining shares left under the 2016 share repurchase authorization.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

36

(1)

(1)

(1)

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Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index.

37

TRINSEO S.A. By: /s/ Christopher D. Pappas Name: Christopher D. Pappas Title: President, Chief Executive Officer (Principal Executive Officer) By: /s/ Barry J. Niziolek Name: Barry J. Niziolek Title: Executive Vice President, Chief Financial Officer (Principal Financial Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to besigned on its behalf by the undersigned, duly authorized.

Date: May 3, 2017

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EXHIBIT INDEX

v ExhibitNo. Description 3.1 Amended and Restated Articles of Association of Trinseo S.A. (incorporated herein by reference to Exhibit 3.1 to

the Annual Report filed on Form 10-K, File No. 001-36473, filed March 10, 2015) 4.1 Form of Specimen Share Certificate of Trinseo S.A. (incorporated herein by reference to Exhibit 4.1 to Amendment

No. 3 to the Registration Statement filed on Form S-1, File No. 333-194561, filed May 16, 2014) 4.2 Indenture among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. and The Bank of New York

Mellon, as Trustee, dated as of May 5, 2015 (incorporated herein by reference to Exhibit 4.1 to the Current Reportfiled on Form 8-K, File No. 001-36473, filed May 11, 2015)

10.1† Form of Restricted Stock Unit Agreement for Directors 10.2† Form of Restricted Stock Unit Award Agreement for Executives 10.3† Form of Non-Statutory Stock Option Award Agreement for Executives 10.4† Form of Performance Award Stock Unit Agreement for Executives 10.5† Form of Restricted Stock Unit Award Agreement for Employees 10.6† Form of Non-Statutory Stock Option Award Agreement for Employees 31.1† Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2† Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1† Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002 32.2† Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002

101.INS† XBRL Instance Document 101.SCH† XBRL Taxonomy Extension Schema Document 101.CAL† XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF† XBRL Taxonomy Extension Definition Linkbase Document 101.LAB† XBRL Taxonomy Extension Label Linkbase Document 101.PRE† XBRL Taxonomy Extension Presentation Linkbase Document

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† Filed herewith.

Exhibit 10.1

Name: [●]Number of Restricted Stock Units subject to Award: [●]Date of Grant: [●]

TRINSEO S.A.

2014 Omnibus Incentive Plan

Restricted Stock Unit Agreement (Non-Employee Directors)

This agreement (this “ Agreement ”) evidences an award (the “ Award ”) of restricted stock units(the “ Restricted Stock Units ”) granted by Trinseo S.A. (the “ Company ”) to the undersigned (the “Grantee ”) pursuant to the Trinseo S.A. 2014 Omnibus Incentive Plan (as amended from time to time, the“ Plan ”), which is incorporated herein by reference.

1. Grant of Restricted Stock Units . On the date of grant set forth above (the “ Grant Date ”)the Company granted to the Grantee an award consisting of the right to receive on the terms providedherein and in the Plan, one share of Stock with respect to each Restricted Stock Unit forming part of theAward, in each case, subject to adjustment pursuant to Section 7(b) of the Plan in respect of transactionsoccurring after the date hereof.

The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership inthe Company or any Affiliate prior to the date on which the Company delivers shares of Stock to theGrantee (if any). The Grantee is not entitled to vote any shares of Stock by reason of the granting of thisAward or to receive or be credited with any dividends declared and payable on any share of Stock prior tothe date on which any such share is delivered to the Grantee hereunder. The Grantee shall have the rightsof a shareholder only as to those shares of Stock, if any, that are delivered under this Award.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms usedherein have the same meaning as in the Plan.

3. Dividend Equivalents . During the period beginning on the Grant Date and ending on thedate that shares of Stock are issued in settlement of vested Restricted Stock Units, the Grantee will accruedividend equivalents on the Restricted Stock Units equal to any cash dividend or cash distribution thatwould have been paid on the Restricted Stock Unit had that Restricted Stock Unit been an issued andoutstanding share of Stock on the record date for the dividend or distribution. Such accrued dividendequivalents (i) will vest and become payable upon the same terms and at the same time of settlement asthe Restricted Stock Unit to which they relate (and will be payable with respect to any shares of Stockthat are issued or that are withheld pursuant to Section 8 in order to satisfy Grantee’s Tax-Related Items),(ii) will be denominated and payable solely in cash and paid in such manner as the Company deemsappropriate, and (iii) will not bear or accrue interest. Dividend equivalent payments, at settlement, will benet of applicable federal, state, local and foreign income and social insurance withholding taxes asprovided in

Section 8. Upon the forfeiture of the Restricted Stock Units, any accrued dividend equivalents attributableto such Restricted Stock Units will also be forfeited.

4. Vesting, etc . The Award shall vest in full on the earlier of (a) the first anniversary of theGrant Date, subject to the Grantee’s continued service as a member of the Board through such date, or (b)the termination of the Grantee’s service as a member of the Board as a result of his or her death . Exceptas provided in subsection (b), if the Grantee’s service as a member of the Board ceases for any reason, theAward, to the extent not already vested will be automatically and immediately forfeited.

5. Delivery of Stock . The Company shall, as soon as practicable upon the vesting of theRestricted Stock Units (but in no event later than March 15 of the year following the year in which suchRestricted Stock Units vest) effect delivery of the Stock with respect to such vested Restricted StockUnits to the Grantee (or, in the event of the Grantee’s death, to the person to whom the Award has passedby will or the laws of descent and distribution). No Stock will be issued pursuant to this Award unlessand until all legal requirements applicable to the issuance or transfer of such Stock have been compliedwith to the satisfaction of the Administrator, including, for the avoidance of doubt to the extent requiredby Luxembourg law, the payment by the Grantee to the Company of an amount in cash equal to theaggregate par value of the shares of Stock to be delivered in respect of the vested Restricted Stock Unitson, or within thirty (30) days of, the vesting of the Restricted Stock Units. The actual amount the Granteewill be required to pay will be determined at the time that the Award vests based on the par value of theCompany's Stock on the Vesting Date.

6. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expresslyacknowledges and agrees that his or her rights (and those of any permitted transferee) under the Award orto any Stock acquired under the Award or any proceeds from the disposition thereof are subject toSection 6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shallbe construed as limiting the general application of Section 11 of this Agreement.

7. Nontransferability . Neither the Award nor the Restricted Stock Units may be transferredexcept at death in accordance with Section 6(a)(3) of the Plan.

8. Responsibility for Taxes & Withholding . Regardless of any action the Company or any ofits Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on accountor other tax-related items related to the Grantee’s participation in the Plan and legally applicable to theGrantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-RelatedItems is and remains the Grantee’s responsibility and may exceed the amount actually withheld by theCompany or any of its Affiliates. The Grantee further acknowledges that the Company and/or itsAffiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Itemsin connection with any aspect to the Restricted Stock Units, including, but not limited to, the grant,vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement of theRestricted Stock Units, the subsequent sale of Stock acquired pursuant to such issuance and the receipt ofany dividends and/or dividend

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equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award toreduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further,if the Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the dateof any relevant taxable event, the Grantee acknowledges that Company and/or its Affiliates may berequired to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or makeadequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-RelatedItems. In this regard, the Grantee authorizes the Company and/or its Affiliates, or their respective agents,at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combinationof the following:

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to theGrantee by the Company and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon vesting/settlement of the RestrictedStock Units either through a voluntary sale or through a mandatory sale arranged by the Company (onGrantee’s behalf pursuant to this authorization); or

(iii) withholding in Stock to be issued upon vesting/settlement of the Restricted StockUnits provided, however, that if the Grantee is a Section 16 director of the Company under the U.S.Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stockupon the relevant taxable or tax withholding event, as applicable, unless the use of such withholdingmethod is problematic under applicable tax or securities law or has materially adverse accountingconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or acombination of methods (i) and (ii) above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold oraccount for Tax-Related Items by considering applicable minimum statutory withholding amounts orother applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding inStock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stockattributable to the vested Restricted Stock Units, notwithstanding that a number of share are held backsolely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’sparticipation in the Plan.

The Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items thatthe Company and/or its Affiliates may be required to withhold or account for as a result of the Grantee’sparticipation in the Plan that will not for any reason be satisfied by the means previously described. TheCompany may refuse to issue or deliver the Stock or the proceeds of the sale of Stock if the Grantee failsto comply with the Grantee’s obligations in connection with the Tax-Related Items.

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By accepting this grant of Restricted Stock Units, the Grantee expressly consents to the methodsof withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including thewithholding of Stock and the withholding from the Grantee's cash retainer or other amounts payable tothe Grantee. All other Tax-Related Items related to the Restricted Stock Units and any Stock delivered insatisfaction thereof are the Grantee's sole responsibility.

9. Other Tax Matters .

(a) The Grantee expressly acknowledges that because this Award consists of an unfunded andunsecured promise by the Company to deliver Stock in the future, subject to the termshereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

10. Effect on Service . Neither the grant of the Restricted Stock Units, nor the delivery ofStock upon vesting of the Award, will give the Grantee any right to be retained in the service of theCompany or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge ordiscipline such Grantee at any time, or affect any right of such Grantee to terminate his or her service atany time.

11. Acknowledgements . By accepting the Award, the Grantee agrees to be bound by, andagrees that the Award and the Restricted Stock Units are subject in all respects to, the terms of the Plan.The Grantee further acknowledges and agrees that (i) this Agreement may be executed in two or morecounterparts, each of which shall be an original and all of which together shall constitute one and thesame instrument, (ii) this agreement may be executed and exchanged using facsimile, portable documentformat (PDF) or electronic signature, which, in each case, shall constitute an original signature for allpurposes hereunder and (iii) such signature by the Company will be binding against the Company andwill create a legally binding agreement when this Agreement is countersigned by the Grantee.

[Signaturepagefollows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly

authorized officers.

TRINSEO S.A. By: Name: Title: Dated: [DATE] Acknowledged and Agreed:

By: [Grantee’s Name]

[Signature Page to Restricted Stock Unit Agreement]

COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AGREEMENT

This Country Appendix (“Appendix”) includes the following additional terms and conditions that governthe Grantee’s Restricted Stock Unit Award for all Grantees that reside and/or work outside of the UnitedStates.

Notifications

This Country Appendix also includes information regarding exchange controls and certain other issues ofwhich the Grantee should be aware with respect to the Grantee’s participation in the Plan. Theinformation is based on the securities, exchange control and other laws in effect in the respectivecountries as of January 2017 . Such laws are often complex and change frequently. As a result, theCompany strongly recommends that the Grantee not rely on the information in this Country Appendix asthe only source of information relating to the consequences of the Grantee’s participation in the Planbecause the information may be out of date at the time that the Restricted Stock Units vest, or Stock isdelivered in settlement of the Restricted Stock Units, or the Grantee sells any Stock acquired under thePlan.

In addition, the information contained herein is general in nature and may not apply to the Grantee’sparticular situation, and none of the Company, its Affiliates, nor the Administrator is in a position toassure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriateprofessional advice as to how the relevant laws in the Grantee’s country of residence and/or work mayapply to the Grantee’s situation.

Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of anothercountry for local law purposes following the Grant Date, the notifications contained herein may not beapplicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent theterms and conditions contained herein shall be applicable to the Grantee.

Terms and Conditions Applicable to All Non-U.S. Jurisdictions

English Language . The Grantee acknowledges and agrees that it is the Grantee’s express intent that thisAgreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedingsentered into, given or instituted pursuant to the Restricted Stock Unit Award, be drawn up in English. Ifthe Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documentsrelated to the Restricted Stock Unit Award translated into a language other than English, and if themeaning of the translated version is different than the English version, the English version will control.

Repatriation; Compliance with Laws; Insider Trading . The Grantee agrees, as a condition of the grant ofthe Restricted Stock Unit Award, to repatriate all payments attributable to the Award and/or cashacquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceedsderived from the sale of the Stock acquired pursuant to the Agreement) in

accordance with all foreign exchange rules and regulations applicable to Grantee. The Company and theAdministrator reserve the right to impose other requirements on Grantee’s participation in the Plan, onthe Restricted Stock Units and on any Stock acquired or cash payments made pursuant to the Agreement,to the extent the Company, its Affiliates or the Administrator determines it is necessary or advisable inorder to comply with local law or to facilitate the administration of the Plan, and to require Grantee tosign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Further, the Grantee agrees to take any and all actions as may be required to comply with Grantee’spersonal legal and tax obligations under all laws, rules and regulations applicable to the Grantee. Finally,depending on Grantee's country of residence, Grantee may be subject to insider trading restrictions ormarket abuse laws, which may affect Grantee's ability to acquire or sell Stock or rights to Stock (e.g.,restricted stock units) under the Plan during such times as Grantee is considered to have “insideinformation” regarding the Company (as defined by the laws in the Grantee's country). Any restrictionsunder these insider trading or market abuse laws or regulations are separate from and in addition to anyrestrictions that may be imposed under any applicable Company insider trading policy. Neither theCompany, nor its Affiliates will be liable for any fines or penalties that Grantee may incur as a result ofGrantee's failure to comply with any applicable laws. Grantee should be aware that securities, exchangecontrol, insider trading and other laws may change frequently and often without notice. Grantee is herebyadvised to confirm the legal obligations that may arise from Grantee's participation in the Plan with aqualified advisor.

Private Placement . The grant of the Award is not intended to be a public offering of securities in theGrantee’s country of residence and/or employment but instead is intended to be a private placement. As aprivate placement, the Company has not submitted any registration statement, prospectus or other filingswith the local securities authorities (unless otherwise required under local law), and the grant of theRestricted Stock Unit Award is not subject to the supervision of the local securities authorities.

Additional Acknowledgements . The GRANTEE also acknowledges and agrees to the following:

The Plan is established voluntarily by the Company, it is discretionary in nature, and it may bemodified, amended, suspended or terminated by the Company at any time, to the extent permittedby the Plan.

All decisions with respect to future Awards or other grants, if any, will be at the sole discretion ofthe Company.

The future value of the Stock is unknown and cannot be predicted with certain ty.

Grantee's participation in the Plan is voluntary.

No claim or entitlement to compensation or damages arises from the forfeiture of the Award orany of the Restricted Stock Units, the termination of the Plan, or the diminution in value of theRestricted Stock Units or Stock, and the Grantee irrevocably releases the Company, its Affiliates,the Administrator and their affiliates from any such claim that may aris e.

Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuation

between Grantee's local currency and the U.S. Dollar that may affect the value of the RestrictedStock Units or of any amounts due to Grantee pursuant to the settlement of the Restricted StockUnits or the subsequent sale of any Stock acquired upon settlement.

None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financialadvice or making any recommendations regarding the Grantee’s participation in the Plan, thegrant, vesting or settlement of the Grantee’s Restricted Stock Units, or the Grantee’s acquisitionor sale of the Stock delivered in settlement of the Restricted Stock Units. The Grantee is herebyadvised to consult with his own personal tax, legal and financial advisors regarding hisparticipation in the Plan before taking any action related to the Plan.

SWITZERLAND

Notifications

Securities Law Information . The Restricted Stock Units are not intended to be publicly offered in orfrom Switzerland. Neither this document nor any other materials relating to the Plan (i) constitutes aprospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations (ii) maybe publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will befiled with, approved or supervised by any Swiss regulatory authority, including the Swiss FinancialMarket Authority (FINMA).

UNITED KINGDOM

Terms and Conditions

Tax Loan . Notwithstanding any provisions in the Agreement, if payment or withholding of the incometax due in connection with the Restricted Stock Units is not made within ninety (90) days of the eventgiving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K.Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected incometax paid by the Grantee's employer shall constitute a loan owed to employer by the Grantee, effective asof the Due Date. The Grantee acknowledges and agrees that the loan will bear interest at the then-currentofficial rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable,and the Company or the Grantee's employer may recover it at any time thereafter by any of the meansreferred to the Agreement or otherwise. Notwithstanding the foregoing, if the Grantee is a director orexecutive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities andExchange Act of 1934, as amended), the Grantee shall not be eligible for a loan from the Company or theGrantee's employer to cover the income tax liability. In the event that the Grantee is a director orexecutive officer of the Company and the income tax is not collected from or paid by the Grantee by theDue Date, the payment of any uncollected income tax and employee national insurance contributions (“NICs” ) by the Grantee's employer may constitute a benefit to the Grantee (the “Tax Benefit” ) on whichadditional income tax and NICs will be payable. If the Grantee is a director or executive officer of theCompany, the Grantee will be responsible for paying and reporting any income tax

due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Grantee's employerwill hold the Grantee liable for the Tax Benefit and the cost of any employee NICs due on the TaxBenefit that the Company or the Grantee's employer was obligated to pay and paid. The Company or theGrantee's employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICsfrom the Grantee at any time by any of the means referred to in the Agreement.

Exhibit 10.2


TRINSEO S.A.

2014 O MNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This agreement (this “ Agreement ”) evidences an award (the “ Award ”) of restricted stock units (the “ RestrictedStock Units ”) granted by Trinseo S.A. (the “ Company ”) to the undersigned (the “ Grantee ”) pursuant to the TrinseoS.A. 2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”), which is incorporated herein byreference.

1. Grant of Restricted Stock Units . On the date of grant set forth above (the “ Grant Date ”) the Companygranted to the Grantee an award consisting of the right to receive, on the terms provided herein and in the Plan, one shareof Stock with respect to each Restricted Stock Unit forming part of the Award, in each case, subject to adjustmentpursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The grant of the Restricted Stock Units is a one-time benefit and does not create any contractual or other right forthe Grantee to receive a grant of restricted stock units or benefits in lieu of restricted stock units in the future.

The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership in the Companyor any Affiliate prior to the date on which the Company delivers shares of Stock to the Grantee (if any). The Grantee isnot entitled to vote any shares of Stock by reason of the granting of this Award or to receive or be credited with anydividends declared and payable on any share of Stock prior to the date on which any such share is delivered to theGrantee hereunder. The Grantee shall have the rights of a shareholder only as to those shares of Stock, if any, that aredelivered under this Award.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used herein have thesame meaning as in the Plan.

3. Dividend Equivalents . During the period beginning on the Grant Date and ending on the date that sharesof Stock are issued in settlement of vested Restricted Stock Units, the Grantee will accrue dividend equivalents on theRestricted Stock Units equal to any cash dividend or cash distribution that would have been paid on the Restricted StockUnit had that Restricted Stock Unit been an issued and outstanding share of Stock on the record date for the dividend ordistribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the sametime of settlement as the Restricted Stock Unit to which they relate (and will be payable with respect to any shares ofStock that are issued or that are withheld pursuant to Section 8 in order to satisfy Grantee’s Tax-Related Items), (ii) willbe denominated and payable solely in cash and paid in such manner as the Company deems appropriate, and (iii) will notbear or accrue interest. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local

and foreign income and social insurance withholding taxes as provided in Section 8. Upon the forfeiture of the RestrictedStock Units, any accrued dividend equivalents attributable to such Restricted Stock Units will also be forfeited.

4. Vesting, etc .

(a) The Award shall vest in full as to 100% of the Restricted Stock Units subject to the Award on the thirdanniversary of the Grant Date (“ Vesting Date ”), subject to the Grantee’s continued Employment with theCompany through such date. Except as provided in sections (b) and (c) below, if the Grantee’sEmployment with the Company terminates for any reason prior to the Vesting Date, the Award will beautomatically and immediately forfeited upon such termination.

(b) If the Grantee’s Employment terminates due to his or her Retirement (as defined below) or death or isterminated by the Company other than for Cause or due to his or her Permanent Disability, in each case,prior to the Vesting Date, the Award, to the extent then outstanding, will be treated as follows:

i. If the Grantee’s Employment terminates as a result of the Grantee’s Retirement (as definedbelow), upon such termination the Award will vest in an amount equal to (A) the total numberof Restricted Stock Units subject to the Award that the Grantee would have vested in had theGrantee remained in continuous Employment through the Vesting Date, multiplied by (B) afraction, the numerator of which is the number of full months occurring between the GrantDate and the date of Grantee’s Retirement, and the denominator of which is thirty-six (36). Forpurposes hereunder, “Retirement” means a retirement from active Employment after theGrantee has attained age 55 with at least 10 years of continuous service with the Company, orits predecessor entity, The Dow Chemical Company, or any of its subsidiaries, or as defined inthe Grantee's employment or other agreement with the Company.

ii. If the Grantee’s Employment is terminated due to his or her death or by the Company due tohis or her Permanent Disability, upon such termination, the Award will immediately vest in fullas to the total number of Restricted Stock Units subject to the Award.

iii. If the Grantee’s Employment is terminated by the Company other than for Cause in connectionwith a restructuring or redundancy, as determined by the Company, upon such termination, theAward will vest in an amount equal to (A) the total number of Restricted Stock Units subject tothe Award that the Grantee would have vested in had the Grantee remained in continuousEmployment through the Vesting Date, multiplied by (B) a fraction, the numerator of which

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is the number of full months occurring between the Grant Date and the Grantee’s date ofEmployment termination, and the denominator of which is thirty-six (36).

(c) If, within the twenty-four (24)-month period following the occurrence of a Change in Control (as definedbelow), the Grantee’s Employment is terminated by the Company other than for Cause or, if the Granteeis otherwise subject to an effective employment or other individual agreement with the Company thatprovides the Grantee with the ability to terminate his or her employment for “good reason,” by theGrantee for “good reason” (with such term having the meaning ascribed thereto in the employment orother individual agreement, if any, between the Grantee and the Company for so long as such agreement isin effect), upon such termination and in lieu of the treatment provided for in Section 4(b)(iii) above, theAward, to the extent then outstanding, will immediately vest in full as to the total number of RestrictedStock Units subject to the Award.

i. For purposes of this Agreement, “Change in Control” means the first to occur of any of thefollowing events:

1. an event in which any “person,” as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934 (the “1934 Act”) (other than (A) the Company, (B) anysubsidiary of the Company, (C) any trustee or other fiduciary holding securities under anemployee benefit plan of the Company or of any subsidiary of the Company, and (D) anycompany owned, directly or indirectly, by the stockholders of the Company in substantiallythe same proportions as their ownership of stock of the Company), is or becomes the“beneficial owner” (as defined in Section 13(d) of the 1934 Act), together with all affiliatesand associates (as such terms are used in Rule 12b-2 of the General Rules and Regulationsunder the 1934 Act) of such person, directly or indirectly, of securities of the Companyrepresenting 40% or more of the combined voting power of the Company’s thenoutstanding securities;

2. the consummation of the merger or consolidation of the Company with any other company,other than (i) a merger or consolidation which would result in the voting securities of theCompany outstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of the surviving entity),in combination with the ownership of any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or any subsidiary of the Company, morethan 50% of the combined voting power of the voting

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securities of the Company or such surviving entity outstanding immediately after suchmerger or consolidation and (ii) a merger or consolidation effected to implement arecapitalization of the Company (or similar transaction) after which no “person”“beneficially owns” (with the determination of such “beneficial ownership” on the samebasis as set forth in clause (1) of this definition) securities of the Company or the survivingentity of such merger or consolidation representing 50% or more of the combined votingpower of the securities of the Company or the surviving entity of such merger orconsolidation; or

3. the complete liquidation of the Company or the sale or disposition by the Company of allor substantially all of the Company’s assets.

Notwithstanding the foregoing, to the extent any amount constituting “nonqualified deferredcompensation” subject to Section 409A would become payable under the Award by reason of aChange in Control, it shall become payable only if the event or circumstances constituting theChange in Control would also constitute a change in the ownership or effective control of theCompany, or a change in the ownership of a substantial portion of the Company’s assets,within the meaning of subsection (a)(2)(A)(v) of Section 409A and the Treasury Regulationsthereunder.

5. Delivery of Stock . Subject to Section 9(b), the Company shall, as soon as practicable upon the vesting ofthe Restricted Stock Units or any portion thereof as provided in Section 4(a), (b) or (c) of this Agreement (but in no eventlater than thirty (30) days following the date on which such Restricted Stock Units, or any portion thereof, vest) effectdelivery of the Stock with respect to such vested Restricted Stock Units, or any portion thereof, to the Grantee (or, in theevent of the Grantee’s death, to the Grantee’s beneficiary, which for purposes hereunder shall be (a) if permitted by theAdministrator, the person(s) who has been designated by the Grantee in writing in a form and manner acceptable to theAdministrator to receive the Award in the event of the Grantee’s death or (b) in the event no beneficiary designation hasbeen made by the Grantee, the Grantee’s estate). No Stock will be issued pursuant to this Award unless and until alllegal requirements applicable to the issuance or transfer of such Stock have been complied with to the satisfaction of theAdministrator, including, for the avoidance of doubt to the extent required by Luxembourg law, the payment by theGrantee to the Company of an amount in cash equal to the aggregate par value of the shares of Stock to be delivered inrespect of the vested Restricted Stock Units on, or within thirty (30) days of, the vesting of the Restricted StockUnits. The actual amount the Grantee will be required to pay will be determined at the time that the Award vests basedon the par value of the Company’s Stock on the Vesting Date.

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6. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expressly acknowledges andagrees that his or her rights (and those of any permitted transferee) under the Award or to any Stock acquired under theAward or any proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successorprovision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 11 of thisAgreement.

7. Nontransferability . Neither the Award nor the Restricted Stock Units may be transferred except at death inaccordance with Section 6(a)(3) of the Plan.

8. Responsibility for Taxes & Withholding . Regardless of any action the Company or any of its Affiliatestakes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related itemsrelated to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Granteeacknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and mayexceed the amount actually withheld by the Company or any of its Affiliates. The Grantee further acknowledges that theCompany and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-RelatedItems in connection with any aspect to the Restricted Stock Units, including, but not limited to, the grant, vesting orsettlement of the Restricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, thesubsequent sale of Stock acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents;and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminateGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject totax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Granteeacknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in morethan one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequatearrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, theGrantee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy theobligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to the Grantee by theCompany and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon vesting/settlement of the Restricted Stock Unitseither through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant tothis authorization); or

(iii) withholding in Stock to be issued upon vesting/settlement of the Restricted Stock Units provided, however,that if the Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, asamended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding

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event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law orhas materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied byone or a combination of methods (i) and (ii) above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholdingrates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Grantee isdeemed to have been issued the full number of shares of Stock attributable to the vested Restricted Stock Units,notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as aresult of any aspect of the Grantee’s participation in the Plan.

The Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Companyand/or its Affiliates may be required to withhold or account for as a result of the Grantee’s participation in the Plan thatwill not for any reason be satisfied by the means previously described. The Company may refuse to issue or deliver theStock or the proceeds of the sale of Stock if the Grantee fails to comply with the Grantee’s obligations in connection withthe Tax-Related Items.

By accepting this grant of Restricted Stock Units, the Grantee expressly consents to the methods of withholdingTax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and thewithholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax-Related Itemsrelated to the Restricted Stock Units and any Stock delivered in satisfaction thereof are the Grantee's sole responsibility.


(a) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecuredpromise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible tomake a so-called “83(b) election” under U.S. federal tax laws with respect to the Award.

(b) If, at the time of the Grantee’s termination of employment, the Grantee is a “specified employee,” asdefined below, to the extent required by Section 409A, any and all amounts payable on account of theGrantee’s separation from service that constitute deferred compensation and would (but for this provision)be payable within six (6) months following the date of termination, shall instead be paid on the nextbusiness day following the expiration of such six (6) month period or, if earlier, upon the Grantee’sdeath. For purposes of this Agreement, all references to “termination of employment” and correlativephrases shall be construed to require a “separation from service” (as defined in Treasury Regulationssection 1.409A-1(h) after giving effect to the presumptions contained therein), and the term “specifiedemployee” means an individual determined by the

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Company to be a specified employee under Treasury Regulation section 1.409A-1(i). Each paymentmade under this Agreement shall be treated as a separate payment and the right to a series of installmentpayments under this Agreement is to be treated as a right to a series of separate payments.

10. Effect on Employment . Neither the grant of the Restricted Stock Units, nor the delivery of Stock uponvesting of any portion thereof, will give the Grantee any right to be retained in the employ or service of the Company orany of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Grantee at anytime, or affect any right of such Grantee to terminate his or her Employment at any time.

11. Acknowledgements . By accepting the Award, the Grantee agrees to be bound by, and agrees that theAward and the Restricted Stock Units are subject in all respects to, the terms of the Plan. The Grantee furtheracknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be anoriginal and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed andexchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitutean original signature for all purposes hereunder and (iii) such signature by the Company will be binding against theCompany and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

12. Authorization to Release and Transfer Necessary Personal Information . The Grantee hereby explicitlyand unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data byand among, as applicable, the Company and the Affiliates for the exclusive purpose of implementing, administering andmanaging the Grantee’s participation in the Plan. The Grantee understands that the Company and the Affiliates may holdcertain personal information about the Grantee including, but not limited to, the Grantee’s name, home address andtelephone number, date of birth, social security number (or any other social or national identification number), salary,nationality, job title, number of Restricted Stock Units and/or Stock held and the details of all Restricted Stock Units orany other entitlement to Stock awarded, cancelled, vested, unvested or outstanding for the purpose of implementing,administering and managing the Grantee’s participation in the Plan (the “Data”). The Grantee understands that the Datamay be transferred to the Company or any of the Affiliates, or to any third parties assisting in the implementation,administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere,and that any recipient’s country (e.g., the United States) may have different data privacy laws and protections than theGrantee’s country. The Grantee understands that he or she may request a list with the names and addresses of anypotential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes therecipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose ofimplementing, administering and managing his or her participation in the Plan, including any requisite transfer of suchData to a broker or other third party assisting with the administration of Restricted Stock Units under the Plan or withwhom Stock acquired pursuant to the vesting of the Restricted Stock Units or cash from the sale of such Stock may bedeposited. Furthermore, the Grantee acknowledges and understands that the

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transfer of the Data to the Company or the Affiliates or to any third parties is necessary for his or her participation in thePlan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and managehis or her participation in the Plan. The Grantee understands that he or she may, at any time, view the Data, requestadditional information about the storage and processing of the Data, require any necessary amendments to the Data orrefuse or withdraw the consents herein by contacting his or her local human resources representative in writing. TheGrantee further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits fromthe Restricted Stock Units, and his or her ability to participate in the Plan. For more information on the consequences ofrefusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local humanresources representative.

13. Electronic Delivery and Execution . The Grantee hereby consents and agrees to electronic delivery of anydocuments that the Company may elect to deliver (including, but not limited to, plan documents, prospectus andprospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports,and all other forms of communications) in connection with this and any other Award made or offered under the Plan. TheGrantee understands that, unless revoked by the Grantee by giving written notice to the Company pursuant to the Plan,this consent will be effective for the duration of the Agreement. The Grantee also understands that he or she will have theright at any time to request that the Company deliver written copies of any and all materials referred to above. TheGrantee hereby consents to any and all procedures the Company has established or may establish for an electronicsignature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agreethat his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature.The Grantee consents and agrees that any such procedures and delivery may be affected by a third party engaged by theCompany to provide administrative services related to the Plan.

14. Appendix . Notwithstanding any provision of the Agreement to the contrary, this Restricted Stock Unitgrant and the Stock acquired under the Plan shall be subject to any and all special terms and provisions as set forth in theAppendix, if any, for the Grantee’s country of residence (and country of employment, if different).

15. Severability . The provisions of this Agreement are severable and if any one or more provisions aredetermined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless bebinding and enforceable.


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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

TRINSEO S.A. By: Name: Title: Dated: [DATE] Acknowledged and Agreed:

By: [Grantee’s Name]

SignaturePagetoRestrictedStockUnitAgreement

COUNTRY APPENDIX


This Country Appendix (“Appendix”) includes the following additional terms and conditions that govern the Grantee’sRestricted Stock Unit Award for all Grantees that reside and/or work outside of the United States.

Notifications

This Country Appendix also includes information regarding exchange controls and certain other issues of which theGrantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on thesecurities, exchange control and other laws in effect in the respective countries as of January 2017 . Such laws are oftencomplex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on theinformation in this Country Appendix as the only source of information relating to the consequences of the Grantee’sparticipation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, orStock is delivered in settlement of the Restricted Stock Units, or the Grantee sells any Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation,and none of the Company, its Affiliates, nor the Administrator is in a position to assure the Grantee of a particularresult. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in theGrantee’s country of residence and/or work may apply to the Grantee’s situation.

Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for locallaw purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and theAdministrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall beapplicable to the Grantee.


English Language . The Grantee acknowledges and agrees that it is the Grantee’s express intent that this Agreement, thePlan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or institutedpursuant to the Restricted Stock Unit Award, be drawn up in English. If the Grantee has received this Agreement, thePlan or any other rules, procedures, forms or documents related to the Restricted Stock Unit Award translated into alanguage other than English, and if the meaning of the translated version is different than the English version, the Englishversion will control.

Repatriation; Compliance with Laws; Insider Trading . The Grantee agrees, as a condition of the grant of the RestrictedStock Unit Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including,but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stock acquiredpursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to Grantee. TheCompany and the Administrator reserve the right to impose other requirements on Grantee’s participation in

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the Plan, on the Restricted Stock Units and on any Stock acquired or cash payments made pursuant to the Agreement, tothe extent the Company, its Affiliates or the Administrator determines it is necessary or advisable in order to complywith local law or to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements orundertakings that may be necessary to accomplish the foregoing. Further, the Grantee agrees to take any and all actionsas may be required to comply with Grantee’s personal legal and tax obligations under all laws, rules and regulationsapplicable to the Grantee. Finally, depending on Grantee's country of residence, Grantee may be subject to insider tradingrestrictions or market abuse laws, which may affect Grantee's ability to acquire or sell Stock or rights to Stock (e.g.,restricted stock units) under the Plan during such times as Grantee is considered to have “inside information” regardingthe Company (as defined by the laws in the Grantee's country). Any restrictions under these insider trading or marketabuse laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicableCompany insider trading policy. Neither the Company, nor its Affiliates will be liable for any fines or penalties thatGrantee may incur as a result of Grantee's failure to comply with any applicable laws. Grantee should be aware thatsecurities, exchange control, insider trading and other laws may change frequently and often without notice. Grantee ishereby advised to confirm the legal obligations that may arise from Grantee's participation in the Plan with a qualifiedadvisor.

Commercial Relationship . The Grantee expressly recognizes that the Grantee’s participation in the Plan and theCompany’s Award grant does not constitute an employment relationship between the Grantee and the Company. TheGrantee has been granted Restricted Stock Units as a consequence of the commercial relationship between the Companyand the Company’s Affiliate that employs the Grantee, and the Company’s Affiliate the Grantee’s sole employer. Basedon the foregoing, (a) the Grantee expressly recognizes the Plan and the benefits the Grantee may derive fromparticipation in the Plan do not establish any rights between the Grantee and the Affiliate that employs the Grantee, (b)the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditionsand/or benefits provided by the Affiliate that employs the Grantee, and (c) any modifications or amendments of the Planby the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change orimpairment of the terms and conditions of the Grantee’s employment with the Affiliate that employs the Grantee.

Private Placement . The grant of the Award is not intended to be a public offering of securities in the Grantee’s countryof residence and/or employment but instead is intended to be a private placement. As a private placement, the Companyhas not submitted any registration statement, prospectus or other filings with the local securities authorities (unlessotherwise required under local law), and the grant of the Restricted Stock Unit Award is not subject to the supervision ofthe local securities authorities.


The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended,suspended or terminated by the Company at any time, to the extent permitted by the Plan.

All decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company.

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The Award and the Stock subject to the Award, and the income and value of same, are not part of normal orexpected compensation or salary for any purpose and are not intended to replace any pension rights orcompensation.


No claim or entitlement to compensation or damages arises from the forfeiture of the Award or any of theRestricted Stock Units, the termination of the Plan, or the diminution in value of the Restricted Stock Units orStock, and the Grantee irrevocably releases the Company, its Affiliates, the Administrator and their affiliates fromany such claim that may aris e.

The Award and the Stock subject to the Award, and the income and value of same, are not part of normal orexpected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal,end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similarpayments.

Unless otherwise agreed with the Company in writing, the Award and the Stock subject to the Award, and theincome and value of same, are not granted as consideration for, or in connection with, any service Grantee mayprovide as a director of the Company or its Affiliates.

Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuation between Grantee'slocal currency and the U.S. Dollar that may affect the value of the Restricted Stock Units or of any amounts due toGrantee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Stock acquired uponsettlement.

None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financial advice or makingany recommendations regarding the Grantee’s participation in the Plan, the grant, vesting or settlement of theGrantee’s Restricted Stock Units, or the Grantee’s acquisition or sale of the Stock delivered in settlement of theRestricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financialadvisors regarding his participation in the Plan before taking any action related to the Plan.

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BELGIUM Notifications Exchange Control Information . The Grantee is required to report any securities (e.g., Stock) or bank accounts openedand maintained outside Belgium on his or her annual tax return. In a separate report, certain details regarding suchforeign accounts (including the account number, bank name and country in which such account was opened) must beprovided to the Central Contact Point of the National Bank of Belgium. FRANCE

Notifications

Use of English Language . Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention,ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement,relativementàousuiteàlaprésenteconvention.

Award Not French Qualified . The Grantee understands and acknowledges that the Restricted Stock Units granted underthis Agreement are not intended to qualify for specific tax and social security treatment pursuant to Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended.

Exchange Control Information . If the Grantee retains Stock acquired under the Plan outside of France or maintains aforeign ban account, the Grantee is required to report such to the French tax authorities when filing the Grantee's annualtax return. Failure to comply could trigger significant penalties.

GERMANY

Notifications

Exchange Control Information . Cross-border payments in excess of €12,500 must be reported monthly to the GermanFederal Bank. If the Grantee uses a German bank to transfer a cross-border payment in excess of €12,500 in connectionwith the sale of the Stock acquired under the Plan, the bank will make the report for the Grantee.

HONG KONG


Warning:TheRestrictedStockUnitAwardandanyStockissuedpursuanttothesettlementoftheRestrictedStockUnitsdo not constitute a public offering of securities under Hong Kong law and are available only to employees of theCompany and its Affiliates. The Agreement, the Plan, and any rules, procedures, forms or other incidentalcommunicationmaterialshavenotbeenpreparedinaccordancewithandarenotintendedtoconstitutea“prospectus”forapublicofferingofsecuritiesundertheapplicablesecuritieslegislationinHongKong,norhavethedocumentsbeenreviewedbyanyregulatoryauthorityinHongKong.TheAwardandanyrelateddocumentation

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are intended only for the personal use of each eligible employee of the Company or its Affiliates and may not bedistributedtoanyotherperson.IftheGranteeisinanydoubtaboutanyofthecontentsoftheAgreement,thePlan,oranyrules,proceduresorforms,theGranteeshouldobtainindependentprofessionaladvice.

Settlement of Restricted Stock Units. In the event that any of the Restricted Stock Units are settled within six months ofthe Grant Date, the Grantee agrees that the Grantee (or his / her beneficiary) will not sell or otherwise dispose of anysuch Shares prior to the six-month anniversary of the Grant Date.

Wages . The Restricted Stock Unit Award and Shares underlying the Restricted Stock Unit Award do not form part ofthe Grantee's wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

INDIA

Notifications

Exchange Control Information . The Grantee understands that he or she must repatriate any proceeds from the sale ofStock and any cash dividends or dividend equivalents acquired under the Plan to India and convert the proceeds intolocal currency within 90 days or 180 days of receipt, respectively. The Grantee will receive a foreign inward remittancecertificate (“ FIRC ”) from the bank where the Grantee deposits the foreign currency. The Grantee should maintain theFIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Grantee's employer requestsproof of repatriation. The Grantee is responsible for complying with applicable exchange control laws in India.

INDONESIA

Notifications

Exchange Control Information .If the Grantee remits funds (including proceeds from the sale of Stock) into Indonesia,the Indonesian bank through which the transaction is made will submit a report of the transaction to Bank Indonesia forstatistical reporting purposes. For transactions of US$10,000 or more, a more detailed description of the transaction mustbe included in the report and the Grantee may be required to provide information about the transaction ( e.g. , therelationship between the Grantee and the transferor of the funds, the source of the funds, etc.) to the bank in order for thebank to complete the report. In addition, the Grantee may be required to provide Bank Indonesia with information onforeign exchange activities, which may include Stock held outside Indonesia, on a monthly basis. The reporting shouldbe completed online through Bank Indonesia's website, by no later than the 15th day of the following month.

NETHERLANDS

Notifications

Securities Law Information . The Grantee should be aware of Dutch insider trading rules which may impact the sale ofStock issued to the Grantee upon settlement of the Restricted Stock Units.

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In particular, the Grantee may be prohibited from effectuating certain transactions if the Grantee has inside informationabout the Company. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information”related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Insider information” is defined as knowledge of specific information concerning the issuing company to which thesecurities relate or the trade in securities issued by such company, which has not been made public and which, ifpublished, would reasonably be expected to affect the share price, regardless of the development of the price. Theinsider could be any employee of a Affiliate in the Netherlands who has inside information as described herein. Giventhe broad scope of the definition of inside information, certain employees working at the Company’s Affiliate in theNetherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities inthe Netherlands at a time when they have such inside information. If the Grantee is uncertain whether the insider-tradingrules apply to the Grantee, the Grantee should consult his personal legal advisor.

SINGAPORE

Notifications Securities Law Information . The Restricted Stock Units are being granted pursuant to the “Qualifying Person”exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has notbeen and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. The Grantee shouldnote that the Grantee’s Restricted Stock Units are subject to section 257 of the SFA and the Grantee will not be able tomake any subsequent sale in Singapore, or any offer of such subsequent sale of Stock unless such sale or offer inSingapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of theSFA.

Chief Executive Officer and Director Notification . If the Grantee is the chief executive officer (“CEO”) or a director,alternate director, substitute director or shadow director of a Singapore subsidiary, the Grantee must notify the Singaporesubsidiary in writing within two (2) business days of (i) becoming the registered holder of or acquiring an interest (e.g.,Restricted Stock Units, Stocks, etc.) in the Company or any of its subsidiary, or becoming the CEO, alternate director,substitute director or shadow director (as the case may be), whichever occurs last, or (ii) any change in a previouslydisclosed interest (e.g., sale of Stocks).

SPAIN

Notifications

Securities Law Information . No “offer of securities to the public,” within the meaning of Spanish law, has taken placeor will take place in the Spanish territory in connection with the Plan or Restricted Stock Unit. The Plan, the Agreement(including this Appendix) and any other documents evidencing the grant of the Restricted Stock Units have not been, norwill they be, registered with the ComisiónNacionaldelMercadodeValores(the Spanish securities regulator), and noneof those documents constitutes a public offering prospectus.

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Exchange Control Information . The acquisition, ownership and sale of Stock under the Plan must be declared forstatistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “ DGCI ”), the Bureau forCommerce and Investments, which is a department of the Ministry of Economy and Competitiveness. Generally, thedeclaration must be made in January for Stock acquired or sold during (or owned as of December 31 of) the prioryear. The Grantee may also be required to declare any securities accounts (including brokerage accounts held abroad)depending on the value of the transactions during the relevant year or the balances in such accounts as of December 31 ofthe relevant year.

When receiving foreign currency payments derived from the ownership of Stock ( i.e ., dividends or sale proceeds)exceeding €50,000, the Grantee must inform the financial institution receiving the payment of the basis upon which suchpayment is made. The Grantee will need to provide the institution with the following information: (i) the Grantee’sname, address, and tax identification number; (ii) the name and corporate domicile of the Company; (iii) the amount ofthe payment; the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further informationthat may be required. After such foreign currency payments are initially reported, the reporting obligation will onlyapply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. Ifreporting is required, the Grantee must file the report on form 720 by March 31 following the end of the relevant year.

The Grantee is solely responsible for complying with any exchange control or other reporting requirement that mayapplytotheGranteeasaresultofparticipationinthePlan,theacquisitionand/orsaleoftheStockand/orthetransferof funds in connection with the award. The Grantee should consult his or her legal advisor to confirm the currentreporting requirements when he or she acquires Stock, sells Stock and/or transfers any funds related to the Plan toSpain.


Nature of Award . In accepting the grant of Restricted Stock Units, the Grantee acknowledges that he or she consents toparticipation in the Plan and has received a copy of the Plan.

The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RestrictedStock Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout theworld. The decision is a limited decision that is entered into upon the express assumption and condition that any grantwill not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis. Consequently, theGrantee understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted StockUnits and the Stock acquired upon lapse of the restrictions relating to the Restricted Stock Units shall not become a partof any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatorybenefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, theGrantee understands that this grant would not be made to the Grantee but for the assumptions and conditions referred toabove; thus, the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or shouldany of the conditions not be met for any reason, then any grant of Restricted Stock Units shall be null and void.

8

SWITZERLAND

Notifications

Securities Law Information . The Restricted Stock Units are not intended to be publicly offered in or fromSwitzerland. Neither this document nor any other materials relating to the Plan (i) constitutes a prospectus as such termis understood pursuant to article 652a of the Swiss Code of Obligations (ii) may be publicly distributed nor otherwisemade publicly available in Switzerland or (iii) have been or will be filed with, approved or supervised by any Swissregulatory authority, including the Swiss Financial Market Authority (FINMA).

TAIWAN

Notifications

Exchange Control Information . The Grantee may acquire and remit foreign currency (including proceeds from the saleof Stock) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in asingle transaction, the Grantee must submit a Foreign Exchange Transaction Form. If the transaction amount isUS$500,000 or more in a single transaction, the Grantee must also provide supporting documentation to the satisfactionof the remitting bank


Data Privacy . In addition to the consent to the collection, use and transfer of Data as described in Section 12 of theAgreement, upon request of the Company or an employing Affiliate, the Grantee agrees to provide any other executeddata privacy consent form (or any other agreements or consents that may be required by the Company or the employingAffiliate) should the Company and/or the employing Affiliate deem such agreement or consent necessary underapplicable data privacy laws, either now or in the future. The Grantee understands the he or she will not be able toparticipate in the Plan if he or she fails to execute any such consent or agreement.

TURKEY

Notifications

Securities Law Information . Under Turkish law, the Grantee is not permitted to sell any Stock under the Plan inTurkey. The Stock is currently traded on the New York Stock Exchange (“NYSE”), under the ticker symbol “TSE” andthe Stock may be sold through this exchange.

UNITED KINGDOM


Tax Loan . Notwithstanding any provisions in the Agreement, if payment or withholding of the income tax due inconnection with the Restricted Stock Units is not made within ninety (90) days of the event giving rise to the income taxliability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003(the “Due Date”),

9

the amount of any uncollected income tax paid by the Grantee's employer shall constitute a loan owed to employer by theGrantee, effective as of the Due Date. The Grantee acknowledges and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and theCompany or the Grantee's employer may recover it at any time thereafter by any of the means referred to the Agreementor otherwise. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within themeaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Grantee shall not be eligiblefor a loan from the Company or the Grantee's employer to cover the income tax liability. In the event that the Grantee isa director or executive officer of the Company and the income tax is not collected from or paid by the Grantee by theDue Date, the payment of any uncollected income tax and employee national insurance contributions ( “NICs” ) by theGrantee's employer may constitute a benefit to the Grantee (the “Tax Benefit” ) on which additional income tax and NICswill be payable. If the Grantee is a director or executive officer of the Company, the Grantee will be responsible forpaying and reporting any income tax due on the Tax Benefit directly to HMRC under the self-assessment regime, and theGrantee's employer will hold the Grantee liable for the Tax Benefit and the cost of any employee NICs due on the TaxBenefit that the Company or the Grantee's employer was obligated to pay and paid. The Company or the Grantee'semployer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Grantee at anytime by any of the means referred to in the Agreement.

***

10

Exhibit 10.3

Name: [●]Number of Shares of Stock subject to Stock Option: [●]Exercise Price Per Share: [●]Date of Grant: [●]

TRINSEO S.A.

2014 OMNIBUS INCENTIVE PLAN

NON-STATUTORY STOCK OPTION AGREEMENT

This agreement (this “ Agreement ”) evidences a stock option granted by Trinseo S.A. (the “Company ”) to the undersigned (the “ Optionee ”) pursuant to and subject to the terms of the Trinseo S.A.2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”).

1. Grant of Stock Option . The Company grants to the Optionee on the date set forth above

(the “ Date of Grant ”) an option (the “ Stock Option ”) to purchase, on the terms provided herein and inthe Plan, up to the number of shares of Stock set forth above (the “ Shares ”) with an exercise price perShare as set forth above, in each case subject to adjustment pursuant to Section 7 of the Plan in respect oftransactions occurring after the date hereof.

The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that

does not qualify as an incentive stock option under Section 422 of the Code) and is granted to theOptionee in connection with the Optionee’s employment by or service to the Company and its qualifyingsubsidiaries. For purposes of the immediately preceding sentence, “qualifying subsidiary” means asubsidiary of the Company as to which the Company has a “controlling interest” as described in Treas.Regs. §1.409A-1(b)(5)(iii)(E)(1).

The grant of the Stock Option is a one-time benefit and does not create any contractual or otherright for the Optionee to receive a grant of stock options or benefits in lieu of stock options in the future.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms

used herein have the same meaning as in the Plan. 3. Vesting; Method of Exercise; Treatment of the Stock Option Upon Termination of

Employment . (a) Vesting . As used herein with respect to the Stock Option or any portion thereof, the term

“vest” means to become exercisable and the term “vested” as applied to any outstandingStock Option (or any portion thereof) means that the Stock Option is then exercisable,subject in each case to the terms of the Plan. Unless earlier terminated, forfeited,relinquished or expired,

the Stock Option shall vest as to one-third (1/3) of the Shares subject to the Stock Optionon each of the first, second and third anniversaries of the Date of Grant (each, a “vestinganniversary date” and the third anniversary of the Date of Grant, the “final vestinganniversary date”). The number of Shares that vest on any of the foregoing dates will berounded down to the nearest whole Share, with the Stock Option becoming vested as to100% of the Shares on the final vesting anniversary date. Notwithstanding the foregoing,Shares subject to the Stock Option shall not vest on any vesting anniversary date unlessthe Optionee has remained in continuous Employment from the Date of Grant throughsuch vesting anniversary date.

(b) Exercise of the Stock Option . No portion of the Stock Option may be exercised untilsuch portion vests. Each election to exercise any vested portion of the Stock Option willbe subject to the terms and conditions of the Plan and shall be in writing or by electronicnotice, signed (including electronic signature in form acceptable to the Administrator) bythe Optionee or a transferee (if permitted by the Administrator), if any (or in such otherform as is acceptable to the Administrator). Each such exercise election must be receivedby the Company at its principal office or by such other party as the Administrator mayprescribe and be accompanied by payment in full as provided in the Plan, including, forthe avoidance of doubt to the extent required by Luxembourg law, the payment by theOptionee to the Company of an additional amount in cash equal to the aggregate par valueof the shares of Stock to be delivered in respect of the portion of the Stock Option soexercised at the time of the exercise of the Stock Option. The exercise price may be paid(i) by cash or check acceptable to the Administrator, (ii) to the extent permitted by theAdministrator, through a broker-assisted cashless exercise program acceptable to theAdministrator, (iii) by such other means, if any, as may be acceptable to the Administrator,or (iv) by any combination of the foregoing permissible forms of payment. In the eventthat the Stock Option is exercised by a person other than the Optionee, the Company willbe under no obligation to deliver Shares hereunder unless and until it is satisfied as to theauthority of such person to exercise the Stock Option and compliance with applicablesecurities laws. The latest date on which the Stock Option or any portion thereof may beexercised will be the 9 anniversary of the Date of Grant (the “ Final Exercise Date ”);provided , however , if at such time the Optionee is prohibited by applicable law orwritten Company policy applicable to similarly situated employees from engaging in anyopen-market sales of Stock, the Final Exercise Date will be automatically extended tothirty (30) days following the date the Optionee is no longer prohibited from engaging insuch open-market sales. If the Stock Option is not exercised by the Final Exercise Date,the Stock Option or any remaining portion thereof will thereupon immediately terminate.

(c) Treatment of the Stock Option Upon Termination of Employment . Except as provided in

clauses (i)-(iv) below and Section 3(d) of this Agreement, if

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the Optionee’s Employment terminates, the Stock Option, to the extent not already vested,will be immediately forfeited upon such termination. Following termination of theOptionee’s Employment, any vested portion of the Stock Option that is then outstanding,including for the avoidance of doubt any portion of the Stock Option that vests as providedin clauses (ii)-(iv) below or Section 3(d) of this Agreement, will be treated as follows:

(i) General . Subject to clauses (ii) through (v) below and Sections 3(d) and 4of this Agreement, the Stock Option, to the extent vested immediately prior to thetermination of the Optionee’s Employment, will remain exercisable until the earlierof (A) the date that is three months following the date of such termination ofEmployment, or (B) the Final Exercise Date, and except to the extent previouslyexercised as permitted by this Section 3(c)(i) will thereupon immediatelyterminate. (ii) Retirement . Subject to clause (v) below and Section 4 of this Agreement,if the Optionee’s Employment terminates due to the Optionee’s Retirement (asdefined below), the Stock Option, to the extent then unvested, will not terminateand will remain outstanding and eligible to vest in accordance with the provisionsof Section 3(a) hereof as if the Optionee had remained in continuous Employmentthrough each vesting anniversary date. Any portion of the Stock Option that vestsin accordance with this Section 3(c)(ii), together with the portion of the StockOption, if any, that was vested as of immediately prior to the termination of theOptionee’s Employment due to the Optionee’s Retirement, will remain exercisableuntil the earlier of (A) five (5) years following the date of such termination ofemployment and, or (B) the Final Exercise Date, and except to the extentpreviously exercised as permitted by this Section 3(c)(ii) will thereuponimmediately terminate. For purposes hereunder, “Retirement” means a retirementfrom active Employment after the Optionee has attained age fifty-five (55) with atleast ten (10) years of continuous service with the Company, or its predecessorentity, The Dow Chemical Company, or any of its subsidiaries, or as defined in theOptionee's employment or other agreement with the Company. (iii) Death; Permanent Disability . Subject to clause (v) below and Section 4of this Agreement, if the Optionee’s Employment is terminated due to his or herdeath or by the Company due to his or her Permanent Disability, the Stock Option,to the extent then unvested, shall immediately vest as to all of the then unvestedShares. Any portion of the Stock Option that vests in accordance with this Section3(c)(iii), together with the portion of the Stock Option, if any, that was vested as ofimmediately prior to the termination of the Optionee’s Employment due to his orher death

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or by the Company due to his or her Permanent Disability, will remain exercisableuntil the earlier of (A) the first anniversary of the Optionee’s death or the firstanniversary of the date the Optionee’s Employment is terminated due to his or herPermanent Disability, as applicable or (B) the Final Exercise Date, and except tothe extent previously exercised as permitted by this Section 3(c)(iii) will thereuponimmediately terminate. (iv) By the Company Other than For Cause . Subject to clause (v) below andSections 3(d) and 4 of this Agreement, if the Optionee’s Employment is terminatedby the Company other than for Cause in connection with a restructuring orredundancy, as determined by the Company, the Stock Option, to the extent thenunvested, will not terminate and will remain outstanding and eligible to vest inaccordance with the provisions of Section 3(a) hereof as if the Optionee hadremained in continuous Employment with the Company through each vestinganniversary date. Any Stock Option that vests in accordance with this Section 3(c)(iv), together with the portion of the Stock Option, if any, that was vested as ofimmediately prior to the termination of the Optionee’s Employment, will remainexercisable until the earlier of (A) the later of (i) three months following the date ofsuch termination of employment and (ii) the date that is three months following thefinal vesting anniversary date or (B) the Final Exercise Date, and except to theextent previously exercised as permitted by this Section 3(c)(iv) will thereuponimmediately terminate. (v) For Cause . If the Optionee’s Employment is terminated by the Companyor its subsidiaries in connection with an act or failure to act constituting Cause (asthe Administrator, in its sole discretion, may determine), or such terminationoccurs in circumstances that in the determination of the Administrator would haveentitled the Company or its subsidiaries to terminate the Optionee’s Employmentfor Cause, the Stock Option (whether or not vested) will immediately terminateand be forfeited upon such termination.

(d) Treatment of the Stock Option Following a Change in Control . If, within the twenty-four(24)-month period following the occurrence of a Change in Control (as defined below), theOptionee’s Employment is terminated by the Company other than for Cause or, if theOptionee is otherwise subject to an effective employment or other individual agreementwith the Company that provides the Optionee with the ability to terminate his or heremployment for “good reason”, by the Optionee for “good reason” (with such term havingthe meaning ascribed thereto in the employment or other individual agreement, if any,between the Optionee and the Company for so long as such agreement is in effect), uponsuch termination and in lieu of the treatment provided for in Section 3(c)(iv) above, theStock Option, to

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the extent then outstanding and unvested, shall immediately vest as to all of the thenunvested Shares. Any Stock Option that vests in accordance with this Section 3(d),together with the portion of the Stock Option, if any, that was vested as of immediatelyprior to the termination of the Optionee’s Employment, will remain exercisable until theearlier of (A) the date that is six months following the date of the Optionee’s terminationof Employment, or (B) the Final Exercise Date, and except to the extent previouslyexercised as permitted by this Section 3(d) will thereupon immediately terminate.

(i) For purposes of this Agreement, “Change in Control” means the first tooccur of any of the following events: (A) an event in which any “person,” as such term is used in Sections 13(d) and

14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) (other than(I) the Company, (II) any subsidiary of the Company, (III) any trustee orother fiduciary holding securities under an employee benefit plan of theCompany or of any subsidiary of the Company, and (IV) any companyowned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of stock of theCompany), is or becomes the “beneficial owner” (as defined inSection 13(d) of the 1934 Act), together with all affiliates and associates (assuch terms are used in Rule 12b-2 of the General Rules and Regulationsunder the 1934 Act) of such person, directly or indirectly, of securities ofthe Company representing 40% or more of the combined voting power ofthe Company’s then outstanding securities;

(B) the consummation of the merger or consolidation of the Company with any

other company, other than (i) a merger or consolidation which would resultin the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity), in combinationwith the ownership of any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or any subsidiary of theCompany, more than 50% of the combined voting power of the votingsecurities of the Company or such surviving entity outstanding immediatelyafter such merger or consolidation and (ii) a merger or consolidationeffected to implement a recapitalization of the Company (or similartransaction) after which no “person” “beneficially owns” (with thedetermination of such “beneficial ownership” on the same basis as set forthin clause (A) of this definition) securities

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of the Company or the surviving entity of such merger or consolidationrepresenting 50% or more of the combined voting power of the securities ofthe Company or the surviving entity of such merger or consolidation; or

(C) the complete liquidation of the Company or the sale or disposition by the

Company of all or substantially all of the Company’s assets. 4. Forfeiture; Recovery of Compensation . (a) The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Stock

Option at any time if the Optionee is not in compliance with all applicable provisions ofthis Agreement and the Plan.

(b) By accepting the Stock Option, the Optionee expressly acknowledges and agrees that his

or her rights, and those of any transferee permitted by the Administrator of the StockOption, under the Stock Option, including to any Stock acquired under the Stock Option orproceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (includingany successor provision). Nothing in the preceding sentence shall be construed as limitingthe general application of Section 8 of this Agreement.

5. Transfer of Stock Option . The Stock Option may not be transferred except as expressly

permitted under Section 6(a)(3) of the Plan. 6. Responsibility for Taxes & Withholding . Regardless of any action the Company or any

of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment onaccount or other tax-related items related to the Optionee’s participation in the Plan and legally applicableto the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheldby the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or itsAffiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Itemsin connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting orexercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent saleof Stock acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to andare under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability forTax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax inmore than one jurisdiction between the date of grant and the date of any relevant taxable event, theOptionee acknowledges that Company and/or its Affiliates may be required to withhold or account forTax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or

make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-RelatedItems. In this regard, the Optionee authorizes the Company

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and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard toall Tax-Related Items by one or a combination of the following:

(i) withholding from the Optionee’s wages/salary or other cash compensation paid to the

Optionee by the Company and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Optioneither through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee'sbehalf pursuant to this authorization); or

(iii) withholding in Stock to be transferred upon exercise of the Stock Option provided,

however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities andExchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevanttaxable or tax withholding event, as applicable, unless the use of such withholding method is problematicunder applicable tax or securities law or has materially adverse accounting consequences, in which case,the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii)above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or

account for Tax-Related Items by considering applicable minimum statutory withholding amounts orother applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding inStock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares ofStock attributable to the Stock Option at exercise, notwithstanding that a number of share are held backsolely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’sparticipation in the Plan.

The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that

the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’sparticipation in the Plan that will not for any reason be satisfied by the means previously described. TheCompany may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails tocomply with the Optionee’s obligations in connection with the Tax-Related Items.

By accepting this grant of Stock Option, the Optionee expressly consents to the methods of

withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including thewithholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable tothe Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred insatisfaction thereof are the Optionee’s sole responsibility.

7. Effect on Employment . Neither the grant of the Stock Option, nor the issuance of Shares

upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ orservice of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates todischarge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his orher Employment at any time.

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8. Provisions of the Plan . This Agreement is subject in its entirety to the provisions of thePlan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant hasbeen furnished to the Optionee. By acceptance of the Stock Option, the Optionee agrees to be bound bythe terms of the Plan and this Agreement. In the event of any conflict between the terms of thisAgreement and the Plan, the terms of the Plan shall control.

9. Acknowledgements . The Optionee acknowledges and agrees that (i) this Agreement may

be executed in two or more counterparts, each of which shall be an original and all of which togethershall constitute one and the same instrument, (ii) this agreement may be executed and exchanged usingfacsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitutean original signature for all purposes hereunder and (iii) such signature by the Company will be bindingagainst the Company and will create a legally binding agreement when this Agreement is countersignedby the Optionee.

10. Authorization to Release and Transfer Necessary Personal Information . The Optionee

hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or otherform, of his or her personal data by and among, as applicable, the Company and the Affiliates for theexclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.The Optionee understands that the Company and the Affiliates may hold certain personal informationabout the Optionee including, but not limited to, the Optionee’s name, home address and telephonenumber, date of birth, social security number (or any other social or national identification number),salary, nationality, job title, number of Stock Options and/or Stock held and the details of all StockOptions or any other entitlement to Stock awarded, cancelled, vested, unvested or outstanding for thepurpose of implementing, administering and managing the Optionee’s participation in the Plan (the“Data”). The Optionee understands that the Data may be transferred to the Company or any of theAffiliates, or to any third parties assisting in the implementation, administration and management of thePlan, that these recipients may be located in the Optionee’s country or elsewhere, and that any recipient’scountry (e.g., the United States) may have different data privacy laws and protections than the Optionee’scountry. The Optionee understands that he or she may request a list with the names and addresses of anypotential recipients of the Data by contacting his or her local human resources representative. TheOptionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic orother form, for the sole purpose of implementing, administering and managing his or her participation inthe Plan, including any requisite transfer of such Data to a broker or other third party assisting with theadministration of the Stock Option under the Plan or with whom Stock acquired pursuant to the exerciseof the Stock Option or cash from the sale of such Stock may be deposited. Furthermore, the Optioneeacknowledges and understands that the transfer of the Data to the Company or the Affiliates or to anythird parties is necessary for his or her participation in the Plan. The Optionee understands that Data willbe held only as long as is necessary to implement, administer and manage his or her participation in thePlan. The Optionee understands that he or she may, at any time, view the Data, request additionalinformation about the storage and processing of the Data, require any necessary amendments to the Dataor refuse or withdraw the consents herein by contacting his or her local human

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resources representative in writing. The Optionee further acknowledges that withdrawal of consent mayaffect his or her ability to vest in, exercise or realize benefits from the Stock Option, and his or her abilityto participate in the Plan. For more information on the consequences of refusal to consent or withdrawalof consent, the Optionee understands that he or she may contact his or her local human resourcesrepresentative.

11. Electronic Delivery and Execution . The Optionee hereby consents and agrees to

electronic delivery of any documents that the Company may elect to deliver (including, but not limited to,plan documents, prospectus and prospectus supplements, grant or award notifications and agreements,account statements, annual and quarterly reports, and all other forms of communications) in connectionwith this and any other Award made or offered under the Plan. The Optionee understands that, unlessrevoked by the Optionee by giving written notice to the Company pursuant to the Plan, this consent willbe effective for the duration of the Agreement. The Optionee also understands that he or she will have theright at any time to request that the Company deliver written copies of any and all materials referred toabove. The Optionee hereby consents to any and all procedures the Company has established or mayestablish for an electronic signature system for delivery and acceptance of any such documents that theCompany may elect to deliver, and agree that his or her electronic signature is the same as, and will havethe same force and effect as, his or her manual signature. The Optionee consents and agrees that any suchprocedures and delivery may be affected by a third party engaged by the Company to provideadministrative services related to the Plan.

12. Appendix . Notwithstanding any provision of the Agreement to the contrary, this Stock

Option grant and the Stock acquired under the Plan shall be subject to any and all special terms andprovisions as set forth in the Appendix, if any, for the Optionee’s country of residence (and country ofemployment, if different).

13. Severability . The provisions of this Agreement are severable and if any one or more

provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remainingprovisions shall nevertheless be binding and enforceable.

[Signaturepagefollows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its dulyauthorized officer.

TRINSEO S.A. By: Name: Title: Dated: [DATE] Acknowledged and Agreed: By [Optionee’s Name]

SignaturePagetoNon-StatutoryStockOptionAgreement

COUNTRY APPENDIXADDITIONAL TERMS AND CONDITIONS TO NON-STATUTORY STOCK OPTION

AGREEMENT

This Country Appendix (“Appendix”) includes the following additional terms and conditions that governthe Optionee’s Stock Option for all Optionees that reside and/or work outside of the United States. Notifications This Country Appendix also includes information regarding exchange controls and certain other issues ofwhich the Optionee should be aware with respect to the Optionee’s participation in the Plan. Theinformation is based on the securities, exchange control and other laws in effect in the respectivecountries as of January 2017 . Such laws are often complex and change frequently. As a result, theCompany strongly recommends that the Optionee does not rely on the information in this CountryAppendix as the only source of information relating to the consequences of the Optionee’s participationin the Plan, because the information may be out of date at the time that the Stock Option or portionsthereof vest, or Stock is transferred upon exercise of the Stock Option, or the Optionee sells any Stockacquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Optionee’sparticular situation, and none of the Company, its Affiliates, nor the Administrator is in a position toassure the Optionee of a particular result. Accordingly, the Optionee is advised to seek appropriateprofessional advice as to how the relevant laws in the Optionee’s country of residence and/or work mayapply to the Optionee’s situation. Finally, if the Optionee transfers employment after the Grant Date, or is considered a resident of anothercountry for local law purposes following the Grant Date, the notifications contained herein may not beapplicable to the Optionee, and the Administrator shall, in its discretion, determine to what extent theterms and conditions contained herein shall be applicable to the Optionee. Terms and Conditions Applicable to All Non-U.S. Jurisdictions English Language . The Optionee acknowledges and agrees that it is the Optionee’s express intent thatthis Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedingsentered into, given or instituted pursuant to the Stock Option, be drawn up in English. If the Optionee hasreceived this Agreement, the Plan or any other rules, procedures, forms or documents related to the StockOption translated into a language other than English, and if the meaning of the translated version isdifferent than the English version, the English version will control. Repatriation; Compliance with Laws; Insider Trading . The Optionee agrees, as a condition of the grantof the Stock Option, to repatriate all payments attributable to the Stock Option and/or cash

acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the saleof the Stock acquired pursuant to the Agreement) in accordance with all foreign exchange rules andregulations applicable to the Optionee. The Company and the Administrator reserve the right to imposeother requirements on the Optionee’s participation in the Plan, on the Stock Option and on any Stockacquired or cash payments made pursuant to the Agreement, to the extent the Company, its Affiliates orthe Administrator determines it is necessary or advisable in order to comply with local law or to facilitatethe administration of the Plan, and to require the Optionee to sign any additional agreements orundertakings that may be necessary to accomplish the foregoing. Further, the Optionee agrees to take anyand all actions as may be required to comply with the Optionee’s personal legal and tax obligations underall laws, rules and regulations applicable to the Optionee. Finally, depending on Optionee's country ofresidence, Optionee may be subject to insider trading restrictions or market abuse laws, which may affectOptionee's ability to acquire or sell Stock or rights to Stock (e.g., stock options) under the Plan duringsuch times as Optionee is considered to have “inside information” regarding the Company (as defined bythe laws in the Grantee's country). Any restrictions under these insider trading or market abuse laws orregulations are separate from and in addition to any restrictions that may be imposed under any applicableCompany insider trading policy. Neither the Company, nor its Affiliates will be liable for any fines orpenalties that Optionee may incur as a result of Optionee's failure to comply with any applicable laws. Optionee should be aware that securities, exchange control, insider trading and other laws may changefrequently and often without notice. Optionee is hereby advised to confirm the legal obligations that mayarise from Optionee's participation in the Plan with a qualified advisor. Commercial Relationship . The Optionee expressly recognizes that the Optionee’s participation in thePlan and the Company’s Stock Option grant does not constitute an employment relationship between theOptionee and the Company. The Optionee has been granted a Stock Option as a consequence of thecommercial relationship between the Company and the Company’s Affiliate that employs the Optionee,and the Company’s Affiliate the Optionee’s sole employer. Based on the foregoing, (a) the Optioneeexpressly recognizes the Plan and the benefits the Optionee may derive from participation in the Plan donot establish any rights between the Optionee and the Affiliate that employs the Optionee, (b) the Planand the benefits the Optionee may derive from participation in the Plan are not part of the employmentconditions and/or benefits provided by the Affiliate that employs the Optionee, and (c) any modificationsor amendments of the Plan by the Company or the Administrator, or a termination of the Plan by theCompany, shall not constitute a change or impairment of the terms and conditions of the Optionee’semployment with the Affiliate that employs the Optionee. Private Placement . The grant of the Stock Option is not intended to be a public offering of securities inthe Optionee’s country of residence and/or employment but instead is intended to be a privateplacement. As a private placement, the Company has not submitted any registration statement,prospectus or other filings with the local securities authorities (unless otherwise required under locallaw), and the grant of the Stock Option is not subject to the supervision of the local securities authorities. Additional Acknowledgements . The OPTIONEE also acknowledges and agrees to the following:

The Plan is established voluntarily by the Company, it is discretionary in nature, and it may bemodified, amended, suspended, or terminated by the Company at any time, to the extent permittedby the Plan.



The Award and the Stock subject to the Award, and the income and value of same, are not part ofnormal or expected compensation or salary for any purpose and are not intended to replace anypension rights or compensation.

Optionee's participation in the Plan is voluntary.

No claim or entitlement to compensation or damages arises from the forfeiture of the Award onthe Stock Option, the termination of the Plan, or the diminution in value of the Stock Option orStock, and the Optionee irrevocably releases the Company, its Affiliates, the Administrator andtheir affiliates from any such claim that may aris e.

The Award and the Stock subject to the Award, and the income and value of same, are not part ofnormal or expected compensation for purposes of calculating any severance, resignation,termination, redundancy, dismissal, end of service payments, bonuses, long-service awards,pension or retirement or welfare benefits or similar payments.

Unless otherwise agreed with the Company in writing, the Award and the Stock subject to theAward, and the income and value of same, are not granted as consideration for, or in connectionwith, any service Optionee may provide as a director of the Company or its Affiliates.

Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuationbetween Optionee's local currency and the U.S. Dollar that may affect the value of the StockOption or Stock or of any amounts due to Optionee pursuant to the settlement of the Stock Optionor the subsequent sale of Stock acquired upon settlement.

None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financialadvice or making any recommendations regarding the Optionee’s participation in the Plan, thegrant, vesting or settlement of the Optionee’s Stock Option, or the Optionee’s acquisition or saleof the Stock transferred upon exercise of the Stock Option. The Optionee is hereby advised toconsult with his own personal tax, legal and financial advisors regarding his participation in thePlan before taking any action related to the Plan.

BELGIUM Notifications Exchange Control Information . The Grantee is required to report any securities (e.g., Stock) or bankaccounts opened and maintained outside Belgium on his or her annual tax return. In a separate report,certain details regarding such foreign accounts (including the account number, bank name and country inwhich such account was opened) must be provided to the Central Contact Point of the National Bank ofBelgium. GERMANY Notifications Exchange Control Information . Cross-border payments in excess of €12,500 must be reported monthlyto the German Federal Bank. If the Optionee uses a German bank to transfer a cross-border payment inexcess of €12,500 in connection with the sale of the Stock acquired under the Plan, the bank will makethe report for the Optionee. HONG KONG Terms and Conditions Warning:TheStockOptionandanyStocktransferredpursuanttotheexerciseoftheStockOptiondonotconstituteapublicofferingofsecuritiesunderHongKonglawandareavailableonlytoemployeesofthe Company and its Affiliates. The Agreement, the Plan, and any rules, procedures, forms or otherincidentalcommunicationmaterialshavenotbeenpreparedinaccordancewithandarenotintendedtoconstitutea“prospectus”forapublicofferingofsecuritiesundertheapplicablesecuritieslegislationinHong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. TheStock Option and any related documentation are intended only for the personal use of each eligibleemployeeoftheCompanyoritsAffiliatesandmaynotbedistributedtoanyotherperson.IftheOptioneeisinanydoubtaboutanyofthecontentsoftheAgreement,thePlan,oranyrules,proceduresorforms,theOptioneeshouldobtainindependentprofessionaladvice. Exercise of Stock Option. In the event that the Stock Option is settled within six months of the GrantDate, the Optionee agrees that the Optionee (or his / her beneficiary) will not sell or otherwise dispose ofany such Shares prior to the six-month anniversary of the Grant Date. Wages . The Stock Option and Shares underlying the Stock Option do not form part of the Optionee'swages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

NETHERLANDS Notifications Securities Law Information . The Optionee should be aware of Dutch insider trading rules which mayimpact the sale of Stock issued to the Optionee upon exercise of the Stock Option. In particular, theOptionee may be prohibited from effectuating certain transactions if the Optionee has inside informationabout the Company. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insiderinformation” related to an issuing company is prohibited from effectuating a transaction in securities in orfrom the Netherlands. “Insider information” is defined as knowledge of specific information concerningthe issuing company to which the securities relate or the trade in securities issued by such company,which has not been made public and which, if published, would reasonably be expected to affect theshare price, regardless of the development of the price. The insider could be any employee of a Affiliatein the Netherlands who has inside information as described herein. Given the broad scope of thedefinition of inside information, certain employees working at the Company’s Affiliate in the Netherlandsmay have inside information and, thus, would be prohibited from effectuating a transaction in securitiesin the Netherlands at a time when they have such inside information. If the Optionee is uncertain whetherthe insider-trading rules apply to the Optionee, the Optionee should consult his personal legal advisor. SWITZERLAND Notifications Securities Law Information . The Stock Option is not intended to be publicly offered in or fromSwitzerland. Neither this document nor any other materials relating to the Plan (i) constitutes aprospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations (ii) maybe publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will befiled with, approved or supervised by any Swiss regulatory authority, including the Swiss FinancialMarket Authority (FINMA).

Exhibit 10.4

Name: [●]Target Number of PSUs subject to Vesting and Performance Conditions: [●]Date of Grant: [●]

TRINSEO S.A.


PERFORMANCE AWARD STOCK UNIT AGREEMENT

This agreement (this “ Agreement ”) evidences an award (the “ Award ”) of restricted stock unitssubject to performance conditions (hereinafter referred to as Performance Award Stock Units or "PSUs")granted by Trinseo S.A. (the “ Company ”) to the undersigned (the “ Grantee ”) pursuant to the TrinseoS.A. 2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”), which is incorporatedherein by reference.

1. Grant of PSUs . On the date of grant set forth above (the “ Grant Date ”) the Companygranted to the Grantee an award consisting of the right to receive, on the terms provided herein and in thePlan and the performance conditions specified in Schedule A, one share of Stock with respect to eachPSU forming part of the Award, in each case, subject to adjustment pursuant to Section 7 of the Plan inrespect of transactions occurring after the date hereof.

The grant of the PSUs is a one-time benefit and does not create any contractual or other right forthe Grantee to receive a grant of PSUs or benefits in lieu of PSUs in the future.

The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership inthe Company or any Affiliate prior to the date on which the Company delivers shares of Stock to theGrantee (if any). The Grantee is not entitled to vote any shares of Stock by reason of the granting of thisAward or to receive or be credited with any dividends declared and payable on any share of Stock prior tothe date on which any such share is delivered to the Grantee hereunder. The Grantee shall have the rightsof a shareholder only as to those shares of Stock, if any, that are delivered under this Award.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms usedherein have the same meaning as in the Plan.

3. Dividend Equivalents . During the period beginning on the Grant Date and ending on thedate that shares of Stock are issued in settlement of vested PSUs, the Grantee will accrue dividendequivalents on the PSUs (ultimately settled after adjustment for actual performance) equal to any cashdividend or cash distribution that would have been paid on the PSU had that PSU been an issued andoutstanding share of Stock on the record date for the dividend or distribution. Such accrued dividendequivalents (i) will vest and become payable upon the same terms and at the same time of settlement asthe PSU to which they relate (and will be payable with respect to any shares of Stock that are issued orthat are

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withheld pursuant to Section 9 in order to satisfy Grantee’s Tax-Related Items), (ii) will be denominatedand payable solely in cash and paid in such manner as the Company deems appropriate, and (iii) will notbear or accrue interest. Dividend equivalent payments, at settlement, will be net of applicable federal,state, local and foreign income and social insurance withholding taxes as provided in Section 9. Upon theforfeiture of the PSUs, any accrued dividend equivalents attributable to such PSUs will also be forfeited.

4. Vesting, etc .

(a) Except as otherwise provided in this section, both performance and service vestingrequirements must be satisfied before the Grantee can vest in the PSUs. With certainexceptions noted below, the Grantee will vest in the PSUs under this Agreement only if theGrantee's Employment continues through the third anniversary of the Grant Date (“ServiceVesting Date”) and the Company achieves the performance targets specified in ScheduleA. Except as provided in sections (b) and (c) below, if the Grantee’s Employment with theCompany terminates for any reason prior to the Service Vesting Date, the Award will beautomatically and immediately forfeited upon such termination.

(b) If the Grantee’s Employment terminates due to his or her Retirement (as defined below) ordeath or is terminated by the Company due to his or her Permanent Disability, in each case,prior to the Service Vesting Date, the Award, to the extent then outstanding, will be treatedas follows:

i. If the Grantee’s Employment terminates as a result of the Grantee’s Retirement(as defined below), upon such termination, the Grantee will be deemed to havemet the service vesting requirements under this Award and will be eligible toreceive a number of PSUs equal to (X) multiplied by (Y), where: (X) equals thenumber of PSUs to which the Grantee would be entitled based upon actualperformance during the Valuation Period as described in the performance matrixset forth in Schedule A, and (Y) is the ratio, the numerator of which is the numberof full months occurring between the Grant Date and the date of Grantee’sRetirement, and the denominator of which is thirty-six (36). For purposeshereunder, “Retirement” means a retirement from active Employment after theGrantee has attained age 55 with at least 10 years of continuous service with theCompany, or its predecessor entity, The Dow Chemical Company, or any of itssubsidiaries, or as defined in the Grantee's employment or other agreement withthe Company.

ii. If the Grantee’s Employment is terminated due to his or her death or by theCompany due to his or her Permanent Disability, upon such termination, theGrantee will be eligible to receive a number of PSUs equal to (X) multiplied by(Y), where: (X) equals the number of PSUs to which the Grantee would beentitled based upon a

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Target Performance Level as described in the performance matrix set forth inSchedule A, and (Y) is the ratio, the numerator of which is the number of fullmonths occurring between the Grant Date and the date of Grantee’s death or dateof termination due to Permanent Disability, and the denominator of which is thirty-six (36).

(c) If, within the twenty-four (24)-month period following the occurrence of a Change inControl (as defined below), the Grantee’s Employment is terminated by the Company otherthan for Cause or, if the Grantee is otherwise subject to an effective employment or otherindividual agreement with the Company that provides the Grantee with the ability toterminate his or her employment for “good reason,” by the Grantee for “good reason” (withsuch term having the meaning ascribed thereto in the employment or other individualagreement, if any, between the Grantee and the Company for so long as such agreement isin effect), upon such termination, the Award, to the extent then outstanding, and regardlessof whether the award is to be settled in shares of another entity, will result in a truncatedValuation Period used to measure the performance criteria (to the extent measurable). TheValuation Period will be deemed to end on the effective date of the Change in Control anda determination of performance as provided in Schedule A will be made using the revisedValuation Period, though the amount determined for performance will at least equal aTarget performance level for the truncated Valuation Period.

i. For purposes of this Agreement, “Change in Control” means the first to occur ofany of the following events:

1. an event in which any “person,” as such term is used in Sections 13(d) and14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) (other than(A) the Company, (B) any subsidiary of the Company, (C) any trustee orother fiduciary holding securities under an employee benefit plan of theCompany or of any subsidiary of the Company, and (D) any companyowned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of stock of theCompany), is or becomes the “beneficial owner” (as defined in Section13(d) of the 1934 Act), together with all affiliates and associates (as suchterms are used in Rule 12b-2 of the General Rules and Regulations underthe 1934 Act) of such person, directly or indirectly, of securities of theCompany representing 40% or more of the combined voting power of theCompany’s then outstanding securities;

2. the consummation of the merger or consolidation of the Company withany other company, other than (i) a merger or consolidation which wouldresult in the voting securities

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of the Company outstanding immediately prior thereto continuing torepresent (either by remaining outstanding or by being converted intovoting securities of the surviving entity), in combination with theownership of any trustee or other fiduciary holding securities under anemployee benefit plan of the Company or any subsidiary of the Company,more than 50% of the combined voting power of the voting securities ofthe Company or such surviving entity outstanding immediately after suchmerger or consolidation and (ii) a merger or consolidation effected toimplement a recapitalization of the Company (or similar transaction) afterwhich no “person” “beneficially owns” (with the determination of such“beneficial ownership” on the same basis as set forth in clause (1) of thisdefinition) securities of the Company or the surviving entity of suchmerger or consolidation representing 50% or more of the combined votingpower of the securities of the Company or the surviving entity of suchmerger or consolidation; or

3. the complete liquidation of the Company or the sale or disposition by theCompany of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, to the extent any amount constituting“nonqualified deferred compensation” subject to Section 409A would becomepayable under the Award by reason of a Change in Control, it shall becomepayable only if the event or circumstances constituting the Change in Controlwould also constitute a change in the ownership or effective control of theCompany, or a change in the ownership of a substantial portion of theCompany’s assets, within the meaning of subsection (a)(2)(A)(v) of Section409A and the Treasury Regulations thereunder.

5. Delivery of Stock . Subject to Section 10(b), the Company shall, as soon as practicablefollowing the vesting of the PSUs or any portion thereof as provided in Section 4(a), (b) or (c) of thisAgreement (but in no event later than thirty (30) days following the date on which such PSUs, or anyportion thereof, vest) effect delivery of the Stock with respect to such vested PSUs, or any portionthereof, to the Grantee (or, in the event of the Grantee’s death, to the Grantee’s beneficiary, which forpurposes hereunder shall be (a) if permitted by the Administrator, the person(s) who has been designatedby the Grantee in writing in a form and manner acceptable to the Administrator to receive the Award inthe event of the Grantee’s death or (b) in the event no beneficiary designation has been made by theGrantee, the Grantee’s estate). No Stock will be issued pursuant to this Award unless and until theCompensation Committee completes the written certification set forth in Section 6 below and all legalrequirements applicable to the issuance or transfer of such

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Stock have been complied with to the satisfaction of the Administrator, including, the for the avoidanceof doubt to the extent required by Luxembourg law, the payment by the Grantee to the Company of anamount in cash equal to the aggregate par value of the shares of Stock to be delivered in respect of thevested PSUs on, or within thirty (30) days of, the settlement of shares of Stock. The actual amount theGrantee will be required to pay will be determined at the time that the Award is settled with shares ofStock.

6. Section 162(m) .

(a) For Grantees who are Covered Employees under Section 162(m), this Award is intended tocomply with the requirements of Section 162(m) and the provisions of this Award shall beinterpreted and administered consistently with that intent. In that light, the following rulesshall apply to the Award:

i. The Compensation Committee (hereinafter, the "Committee"), or a sub-committee thereof, shall consist of two or more “outside directors” (as definedunder Section 162(m)) that establish the performance targets and terms of thisAgreement within 90 days of the commencement of the Valuation Period. Thesatisfaction of the performance targets for paying PSUs shall be substantiallyuncertain at the time they are established.

ii. The amount of PSUs that vest shall be computed under an objective formulaand the Committee shall have no discretionary authority to increase the amountof the PSUs that vest or alter the methodology for calculating the PSUs thatvest, except as permitted by Section 162(m) and the Plan.

iii. The maximum aggregate number of shares of Stock underlying the Awards ofPSUs granted under the Plan to any one Grantee during any fiscal year of theCompany cannot exceed 450,000 shares of Stock.

iv. Before any PSUs are paid to the Grantees, the Committee will certify, inwriting, the Company’s satisfaction of the pre-established performance targetand the number of PSUs payable to the Grantee.

(b) For Grantees who are not Covered Employees under Section 162(m), this Award is notintended to comply with the requirements of Section 162(m). Before an award is paid tothe Grantee, the Committee will certify, in writing, the number of PSUs awarded to theGrantee, and the decision of the Committee shall be conclusive and binding.

7. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expresslyacknowledges and agrees that his or her rights (and those of any permitted transferee) under the Award orto any Stock acquired under the Award or any proceeds from the disposition thereof, are subject toSection 6(a)(5) of the Plan (including any

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successor provision). Nothing in the preceding sentence shall be construed as limiting the generalapplication of Section 12 of this Agreement.

8. Nontransferability . Neither the Award nor the PSUs may be transferred except at deathin accordance with Section 6(a)(3) of the Plan.

9. Responsibility for Taxes & Withholding . Regardless of any action the Company or anyof its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment onaccount or other tax-related items related to the Grantee’s participation in the Plan and legally applicableto the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheldby the Company or any of its Affiliates. The Grantee further acknowledges that the Company and/or itsAffiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Itemsin connection with any aspect to the PSUs, including, but not limited to, the grant, vesting or settlementof the PSUs, the issuance of Stock upon settlement of the PSUs, the subsequent sale of Stock acquiredpursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do notcommit to and are under no obligation to structure the terms of any Award to reduce or eliminateGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Granteebecomes subject to tax in more than one jurisdiction between the date of grant and the date of anyrelevant taxable event, the Grantee acknowledges that Company and/or its Affiliates may be required towithhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or makeadequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-RelatedItems. In this regard, the Grantee authorizes the Company and/or its Affiliates, or their respective agents,at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combinationof the following:

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to theGrantee by the Company and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon vesting/settlement of the PSUseither through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’sbehalf pursuant to this authorization); or

(iii) withholding in Stock to be issued upon vesting/settlement of the PSUs provided,however, that if the Grantee is a Section 16 officer of the Company under the U.S. Securities andExchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevanttaxable or tax withholding event, as applicable, unless the use of such withholding method is problematicunder applicable tax or securities law or has materially adverse accounting consequences, in which case,the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii)above.

To avoid negative accounting treatment, the Company and/or its Affiliates may

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withhold or account for Tax-Related Items by considering applicable minimum statutory withholdingamounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied bywithholding in Stock, for tax purposes, the Grantee is deemed to have been issued the full number ofshares of Stock attributable to the vested PSUs, notwithstanding that a number of share are held backsolely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’sparticipation in the Plan.

The Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items thatthe Company and/or its Affiliates may be required to withhold or account for as a result of the Grantee’sparticipation in the Plan that will not for any reason be satisfied by the means previously described. TheCompany may refuse to issue or deliver the Stock or the proceeds of the sale of Stock if the Grantee failsto comply with the Grantee’s obligations in connection with the Tax-Related Items.

By accepting this grant of PSUs, the Grantee expressly consents to the methods of withholdingTax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding ofStock and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. Allother Tax-Related Items related to the PSUs and any Stock delivered in satisfaction thereof are theGrantee's sole responsibility.


(a) The Grantee expressly acknowledges that because this Award consists of an unfunded andunsecured promise by the Company to deliver Stock in the future, subject to the termshereof, it is not possible to make a so-called “83(b) election” under U.S. federal tax lawswith respect to the Award.

(b) If, at the time of the Grantee’s termination of employment, the Grantee is a “specifiedemployee,” as defined below, to the extent required by Section 409A, any and all amountspayable on account of the Grantee’s separation from service that constitute deferredcompensation and would (but for this provision) be payable within six (6) monthsfollowing the date of termination, shall instead be paid on the next business day followingthe expiration of such six (6) month period or, if earlier, upon the Grantee’s death. Forpurposes of this Agreement, all references to “termination of employment” and correlativephrases shall be construed to require a “separation from service” (as defined in TreasuryRegulations section 1.409A-1(h) after giving effect to the presumptions contained therein),and the term “specified employee” means an individual determined by the Company to bea specified employee under Treasury Regulation section 1.409A-1(i). Each payment madeunder this Agreement shall be treated as a separate payment and the right to a series ofinstallment payments under this Agreement is to be treated as a right to a series of separatepayments.

11. Effect on Employment . Neither the grant of the PSUs, nor the delivery of Stock uponvesting of any portion thereof, will give the Grantee any right to be retained in the employ or service ofthe Company or any of its Affiliates, affect the right of the

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Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right ofsuch Grantee to terminate his or her Employment at any time.

12. Acknowledgements . By accepting the Award, the Grantee agrees to be bound by, andagrees that the Award and the PSUs are subject in all respects to, the terms of the Plan. The Granteefurther acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts,each of which shall be an original and all of which together shall constitute one and the same instrument,(ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) orelectronic signature, which, in each case, shall constitute an original signature for all purposes hereunderand (iii) such signature by the Company will be binding against the Company and will create a legallybinding agreement when this Agreement is countersigned by the Grantee.

13. Authorization to Release and Transfer Necessary Personal Information . The Granteehereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or otherform, of his or her personal data by and among, as applicable, the Company and the Affiliates for theexclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.The Grantee understands that the Company and the Affiliates may hold certain personal informationabout the Grantee including, but not limited to, the Grantee’s name, home address and telephone number,date of birth, social security number (or any other social or national identification number), salary,nationality, job title, number of PSUs and/or Stock held and the details of all PSUs or any otherentitlement to Stock awarded, cancelled, vested, unvested or outstanding for the purpose ofimplementing, administering and managing the Grantee’s participation in the Plan (the “Data”). TheGrantee understands that the Data may be transferred to the Company or any of the Affiliates, or to anythird parties assisting in the implementation, administration and management of the Plan, that theserecipients may be located in the Grantee’s country or elsewhere, and that any recipient’s country (e.g., theUnited States) may have different data privacy laws and protections than the Grantee’s country. TheGrantee understands that he or she may request a list with the names and addresses of any potentialrecipients of the Data by contacting his or her local human resources representative. The Granteeauthorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form,for the sole purpose of implementing, administering and managing his or her participation in the Plan,including any requisite transfer of such Data to a broker or other third party assisting with theadministration of PSUs under the Plan or with whom Stock acquired pursuant to the vesting of the PSUsor cash from the sale of such Stock may be deposited. Furthermore, the Grantee acknowledges andunderstands that the transfer of the Data to the Company or the Affiliates or to any third parties isnecessary for his or her participation in the Plan. The Grantee understands that Data will be held only aslong as is necessary to implement, administer and manage his or her participation in the Plan. TheGrantee understands that he or she may, at any time, view the Data, request additional information aboutthe storage and processing of the Data, require any necessary amendments to the Data or refuse orwithdraw the consents herein by contacting his or her local human resources representative inwriting. The Grantee further acknowledges that withdrawal of consent may affect his or her ability tovest in or realize benefits from the PSUs, and his or her ability to participate

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in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, theGrantee understands that he or she may contact his or her local human resources representative.

14. Electronic Delivery and Execution . The Grantee hereby consents and agrees toelectronic delivery of any documents that the Company may elect to deliver (including, but not limited to,plan documents, prospectus and prospectus supplements, grant or award notifications and agreements,account statements, annual and quarterly reports, and all other forms of communications) in connectionwith this and any other Award made or offered under the Plan. The Grantee understands that, unlessrevoked by the Grantee by giving written notice to the Company pursuant to the Plan, this consent will beeffective for the duration of the Agreement. The Grantee also understands that he or she will have theright at any time to request that the Company deliver written copies of any and all materials referred toabove. The Grantee hereby consents to any and all procedures the Company has established or mayestablish for an electronic signature system for delivery and acceptance of any such documents that theCompany may elect to deliver, and agree that his or her electronic signature is the same as, and will havethe same force and effect as, his or her manual signature. The Grantee consents and agrees that any suchprocedures and delivery may be affected by a third party engaged by the Company to provideadministrative services related to the Plan.

15. Appendix . Notwithstanding any provision of the Agreement to the contrary, this PSUgrant and the Stock acquired under the Plan shall be subject to any and all special terms and provisions asset forth in the Appendix, if any, for the Grantee’s country of residence (and country of employment, ifdifferent).

16. Severability . The provisions of this Agreement are severable and if any one or moreprovisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remainingprovisions shall nevertheless be binding and enforceable.


9

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its dulyauthorized officer.

TRINSEO S.A. By: Name: Title: Dated: [DATE] Acknowledged and Agreed: By [Grantee’s Name]

SignaturePagetoPerformanceStockUnitAgreement

SCHEDULE A

The number of PSUs to which the Grantee will be entitled if the Grantee satisfies the applicableservice requirements will be calculated by the Committee (or sub-committee thereof) based on theCompany’s “Relative Total Stockholder Return” (as defined below). Specifically, the Committee shallcalculate the number of vested PSUs for the Grantee if the Grantee satisfies the applicable servicerequirements by multiplying the Grantee’s Target Number of PSUs by the applicable percentagedetermined as set forth below based on the Company’s Relative Total Stockholder Return results for thespecified period. As noted in the Terms and Conditions to this Agreement, special rules apply undercertain circumstances, such as death, Permanent Disability, Change in Control and Retirement.

The following table shall apply for calculating this Award:

Relative Total Stockholder Return Over the Performance Period

Performance Level

Payout Level (% of Target)

Relative TSR Ranking

Maximum* 200% 75 percentileTarget 100% 50 percentileThreshold 50% 25 percentile

The maximum percentage by which the Grantee’s Target Number of PSUs is multiplied cannot

exceed 200% and no PSUs shall vest unless the Company’s Relative Total Stockholder Returnperformance for the specified period is equal to or greater than the level required to earn an award of 50%of the Grantee’s Target Number of PSUs. Notwithstanding the above: (I) in the event that the Company'sTotal Stockholder Return during the Valuation Period is negative, the number of vested PSUs due to theGrantee cannot exceed the Grantee's Target Number of PSUs, and (II) the fair market value of the sharesof Stock due to be delivered to the Grantee following the vesting of the PSUs (determined on thecertification date of the Award) shall not exceed 300% of the fair market value of the share of Stockattributable to the Grantee's Target Number of PSUs (determined as of the Grant Date).

If the Company’s Relative Total Stockholder Return performance falls between designated levelsof performance set forth in the above table, the percentage by which the Grantee’s Target Number ofPSUs is multiplied will be calculated by linear interpolation.

Relative Total Stockholder Return shall mean the percentile ranking of the Company's TotalStockholder Return (as defined below) measured relative to each company in the Comparator Group'sComparator Total Stockholder Return (as defined below) during the period from Date of Grant to theService Vesting Date (the “Valuation Period”). The Comparator Group shall consist of a customized peergroup of 61 companies that are headquartered in the United States, have shares traded on a major U.S.stock exchange and have a market capitalization exceeding $500

th

th

th

million dollars (determined during the thirty (30) trading days following the start of the performanceperiod). The Comparator Group companies are set forth on the next page.

The percentile ranking of the Company’s Relative Total Stockholder Return shall be that fractionwhich is calculated by dividing the number of companies in the Comparator Group whose ComparatorTotal Stockholder Return performance is exceeded by the Company (based on the Total StockholderReturn) by the total number of companies in the Comparator Group.

Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made whencalculating Relative Total Stockholder Return.

Total Stockholder Return shall mean the percentage rate of growth during the Valuation Period ofan investment of $1,000 in shares of Stock on the first day of the Valuation Period, assumingreinvestment of all dividends paid during the Valuation Period and adjusted in an equitable manner forany material stock splits, reverse stock splits or similar transactions.

Comparator Total Stockholder Return for an applicable company in the Comparator Group shallmean the percentage rate of growth during the Valuation Period of an investment of $1,000 in shares ofthe common stock of the applicable company in the Comparator Group on the first day of the ValuationPeriod, assuming reinvestment of all dividends paid during the Valuation Period and adjusted in anequitable manner for any material stock splits, reverse stock splits or similar transactions.

Total Stockholder Return for the Company or any applicable company in the Comparator Groupshall be measured based on the average fair market value ("FMV') of the applicable share of stock for thethirty (30) trading days following the commencement of the Performance Period as compared to theaverage FMV of the same shares for the last thirty (30) trading days prior to the Service Vesting Date. The FMV of the Company’s Stock or of a share of the common stock of a company in the ComparatorGroup shall mean the closing price of a share of that stock on the New York Stock Exchange or othernational stock exchange on which that stock is actively traded for that date as reported in the Wall StreetJournal, Eastern Edition or such other standard reference service as the Committee may select.

Performance Peer Group Constituents

Performance Peer Market Value Revenue Performance Peer Market Value Revenue A. Schulman, Inc. $ 850 $ 2,565 Kronos Worldwide, Inc. $ 961 $ 1,298 AdvanSix Inc. $ 505 $ 1,260 LyondellBasell Industries N.V. $ 33,532 $ 29,476 Air Products and Chemicals, Inc. $ 32,556 $ 9,511 Minerals Technologies Inc. $ 2,463 $ 1,718 Albemarle Corporation $ 9,609 $ 3,567 Monsanto Company $ 44,744 $ 13,502 Ashland Global Holdings Inc. $ 7,201 $ 4,980 NewMarket Corporation $ 5,087 $ 2,052 Axalta Coating Systems Ltd. $ 6,760 $ 4,048 Olin Corp. $ 3,389 $ 4,513 Blachem Corp.

$ 2,452 $ 547 Platform Specialty ProductsCorporation $ 2,206 $ 3,078

Cabot Corporation $ 3,269 $ 2,463 PolyOne Corporation $ 2,842 $ 3,326 Calgon Carbon Corporation $ 768 $ 517 PPG Industries, Inc. $ 27,523 $ 15,304 Celanese Corporation $ 9,634 $ 5,502 Praxair Inc. $ 34,465 $ 10,455 CF Industries Holdings, Inc. $ 5,677 $ 4,181 Quaker Chemical Corporation $ 1,404 $ 737 Chase Corporation $ 641 $ 242 Rayonier Advanced Materials Inc. $ 565 $ 930 Chemtura Corporation $ 2,066 $ 1,698 RPM International Inc. $ 7,165 $ 4,823 Ciner Resources LP $ 624 $ 475 Sensient Technologies Corporation $ 3,394 $ 1,387 CVR Partners, LP $ 600 $ 308 Stepan Company $ 1,625 $ 1,764 E. I. du Pont de Nemours andCompany $ 58,554 $ 24,638

Terra Nitrogen Company $ 2,099 $ 536

Eastman Chemical Co. $ 9,997 $ 9,205 The Chemours Company $ 2,905 $ 5,526 Ecolab Inc. $ 35,493 $ 13,273 The Dow Chemical Company $ 58,404 $ 46,153 Ferro Corporation $ 1,149 $ 1,120 The Mosaic Company $ 8,566 $ 7,617 Flotek Industries Inc. $ 823 $ 310 The Scotts Miracle-Gro Company $ 5,047 $ 3,098 FMC Corp. $ 6,468 $ 3,339 The Sherwin-Williams Company $ 25,514 $ 11,550 GCP Applied Technologies Inc. $ 2,009 $ 1,403 The Valspar Corporation $ 8,417 $ 4,234 HB Fuller Co. $ 2,337 $ 2,068 Tredegar Corp. $ 607 $ 857 Hunstman Corporation $ 3,875 $ 9,869 Trinseo S.A. $ 2,553 $ 3,789 Ingevity Corporation $ 1,941 $ 919 Tronox Limited $ 1,091 $ 2,122 Innophos Holdings Inc $ 755 $ 742 Valhi, Inc. $ 780 $ 1,460 Innopec Inc. $ 1,458 $ 940 Valvoline Inc. $ 4,804 $ 1,919 International Flavors & FragrancesInc. $ 11,379 $ 3,058

W.R. Grace & Co. $ 5,191 $ 3,001

Koppers Holdings Inc. $ 665 $ 1,529 Westlake Chemical Corp. $ 6,894 $ 4,236 Kraton Corporation $ 1,081 $ 1,392 Westlake Chemical Partners LP $ 618 $ 961

COUNTRY APPENDIXADDITIONAL TERMS AND CONDITIONS TO PSU AGREEMENT

This Country Appendix (“Appendix”) includes the following additional terms and conditions that governthe Grantee’s PSU Award for all Grantees that reside and/or work outside of the United States.

Notifications

This Country Appendix also includes information regarding exchange controls and certain other issues ofwhich the Grantee should be aware with respect to the Grantee’s participation in the Plan. Theinformation is based on the securities, exchange control and other laws in effect in the respectivecountries as of January 2017 . Such laws are often complex and change frequently. As a result, theCompany strongly recommends that the Grantee not rely on the information in this Country Appendix asthe only source of information relating to the consequences of the Grantee’s participation in the Planbecause the information may be out of date at the time that the PSUs vest, or Stock is delivered insettlement of the PSUs, or the Grantee sells any Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Grantee’sparticular situation, and none of the Company, its Affiliates, nor the Administrator is in a position toassure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriateprofessional advice as to how the relevant laws in the Grantee’s country of residence and/or work mayapply to the Grantee’s situation.

Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of anothercountry for local law purposes following the Grant Date, the notifications contained herein may not beapplicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent theterms and conditions contained herein shall be applicable to the Grantee.


English Language . The Grantee acknowledges and agrees that it is the Grantee’s express intent that thisAgreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedingsentered into, given or instituted pursuant to the PSU Award, be drawn up in English. If the Grantee hasreceived this Agreement, the Plan or any other rules, procedures, forms or documents related to the PSUAward translated into a language other than English, and if the meaning of the translated version isdifferent than the English version, the English version will control.

Repatriation; Compliance with Laws; Insider Trading . The Grantee agrees, as a condition of the grant ofthe PSU Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan(including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale ofthe Stock acquired pursuant to the Agreement) in accordance with all foreign exchange rules andregulations applicable to Grantee. The Company and the Administrator reserve the right to impose otherrequirements on Grantee’s participation in the Plan, on the PSUs

and on any Stock acquired or cash payments made pursuant to the Agreement, to the extent the Company,its Affiliates or the Administrator determines it is necessary or advisable in order to comply with locallaw or to facilitate the administration of the Plan, and to require Grantee to sign any additionalagreements or undertakings that may be necessary to accomplish the foregoing. Further, the Granteeagrees to take any and all actions as may be required to comply with Grantee’s personal legal and taxobligations under all laws, rules and regulations applicable to the Grantee. Finally, depending onGrantee's country of residence, Grantee may be subject to insider trading restrictions or market abuselaws, which may affect Grantee's ability to acquire or sell Stock or rights to Stock (e.g., PSUs) under thePlan during such times as Grantee is considered to have “inside information” regarding the Company (asdefined by the laws in the Grantee's country). Any restrictions under these insider trading or marketabuse laws or regulations are separate from and in addition to any restrictions that may be imposed underany applicable Company insider trading policy. Neither the Company, nor its Affiliates will be liable forany fines or penalties that Grantee may incur as a result of Grantee's failure to comply with anyapplicable laws. Grantee should be aware that securities, exchange control, insider trading and other lawsmay change frequently and often without notice. Grantee is hereby advised to confirm the legalobligations that may arise from Grantee's participation in the Plan with a qualified advisor.

Commercial Relationship . The Grantee expressly recognizes that the Grantee’s participation in the Planand the Company’s Award grant does not constitute an employment relationship between the Grantee andthe Company. The Grantee has been granted PSUs as a consequence of the commercial relationshipbetween the Company and the Company’s Affiliate that employs the Grantee, and the Company’sAffiliate the Grantee’s sole employer. Based on the foregoing, (a) the Grantee expressly recognizes thePlan and the benefits the Grantee may derive from participation in the Plan do not establish any rightsbetween the Grantee and the Affiliate that employs the Grantee, (b) the Plan and the benefits the Granteemay derive from participation in the Plan are not part of the employment conditions and/or benefitsprovided by the Affiliate that employs the Grantee, and (c) any modifications or amendments of the Planby the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute achange or impairment of the terms and conditions of the Grantee’s employment with the Affiliate thatemploys the Grantee.

Private Placement . The grant of the Award is not intended to be a public offering of securities in theGrantee’s country of residence and/or employment but instead is intended to be a private placement. As aprivate placement, the Company has not submitted any registration statement, prospectus or other filingswith the local securities authorities (unless otherwise required under local law), and the grant of the PSUAward is not subject to the supervision of the local securities authorities.


The Plan is established voluntarily by the Company, it is discretionary in nature, and it may bemodified, amended, suspended or terminated by the Company at any time, to the extent permittedby the Plan.



The Award and the Stock subject to the Award, and the income and value of same, are not part ofnormal or expected compensation or salary for any purpose and are not intended to replace anypension rights or compensation.


No claim or entitlement to compensation or damages arises from the forfeiture of the Award orany of the PSUs, the termination of the Plan, or the diminution in value of the PSUs or Stock, andthe Grantee irrevocably releases the Company, its Affiliates, the Administrator and their affiliatesfrom any such claim that may aris e.

The Award and the Stock subject to the Award, and the income and value of same, are not part ofnormal or expected compensation for purposes of calculating any severance, resignation,termination, redundancy, dismissal, end of service payments, bonuses, long-service awards,pension or retirement or welfare benefits or similar payments.

Unless otherwise agreed with the Company in writing, the Award and the Stock subject to theAward, and the income and value of same, are not granted as consideration for, or in connectionwith, any service Grantee may provide as a director of the Company or its Affiliates.

Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuationbetween Grantee's local currency and the U.S. Dollar that may affect the value of the PSUs or ofany amounts due to Grantee pursuant to the settlement of the PSUs or the subsequent sale of anyStock acquired upon settlement.

None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financialadvice or making any recommendations regarding the Grantee’s participation in the Plan, thegrant, vesting or settlement of the Grantee’s PSUs, or the Grantee’s acquisition or sale of theStock delivered in settlement of the PSUs. The Grantee is hereby advised to consult with his ownpersonal tax, legal and financial advisors regarding his participation in the Plan before taking anyaction related to the Plan.

SWITZERLAND

Notifications

Securities Law Information . The PSUs are not intended to be publicly offered in or fromSwitzerland. Neither this document nor any other materials relating to the Plan (i) constitutes aprospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations (ii) maybe publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will befiled with, approved or supervised by any Swiss regulatory authority, including the Swiss FinancialMarket Authority (FINMA).

UNITED KINGDOM


Tax Loan . Notwithstanding any provisions in the Agreement, if payment or withholding of the incometax due in connection with the PSUs is not made within ninety (90) days of the event giving rise to theincome tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earningsand Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax paid by theGrantee's employer shall constitute a loan owed to employer by the Grantee, effective as of the DueDate. The Grantee acknowledges and agrees that the loan will bear interest at the then-current officialrate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and theCompany or the Grantee's employer may recover it at any time thereafter by any of the means referred tothe Agreement or otherwise. Notwithstanding the foregoing, if the Grantee is a director or executiveofficer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of1934, as amended), the Grantee shall not be eligible for a loan from the Company or the Grantee'semployer to cover the income tax liability. In the event that the Grantee is a director or executive officerof the Company and the income tax is not collected from or paid by the Grantee by the Due Date, thepayment of any uncollected income tax and employee national insurance contributions ( “NICs” ) by theGrantee's employer may constitute a benefit to the Grantee (the “Tax Benefit” ) on which additionalincome tax and NICs will be payable. If the Grantee is a director or executive officer of the Company,the Grantee will be responsible for paying and reporting any income tax due on the Tax Benefit directlyto HMRC under the self-assessment regime, and the Grantee's employer will hold the Grantee liable forthe Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or theGrantee's employer was obligated to pay and paid. The Company or the Grantee's employer (asapplicable) may recover the Tax Benefit and the cost of any such employee NICs from the Grantee at anytime by any of the means referred to in the Agreement.

***

Exhibit 10.5


TRINSEO S.A.

2014 OMNIBUS INCENTIVE PLANRESTRICTED STOCK UNIT AGREEMENT

This agreement (this “ Agreement ”) evidences an award (the “ Award ”) of restricted stock units (the “Restricted Stock Units ”) granted by Trinseo S.A. (the “ Company ”) to the undersigned (the “ Grantee ”) pursuantto the Trinseo S.A. 2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”), which is incorporatedherein by reference.

1. Grant of Restricted Stock Units . On the date of grant set forth above (the “ Grant Date ”) theCompany granted to the Grantee an award consisting of the right to receive, on the terms provided herein and in thePlan, one share of Stock with respect to each Restricted Stock Unit forming part of the Award, in each case, subjectto adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The grant of the Restricted Stock Units is a one-time benefit and does not create any contractual or other rightfor the Grantee to receive a grant of restricted stock units or benefits in lieu of restricted stock units in the future.

The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership in theCompany or any Affiliate prior to the date on which the Company delivers shares of Stock to the Grantee (if any).The Grantee is not entitled to vote any shares of Stock by reason of the granting of this Award or to receive or becredited with any dividends declared and payable on any share of Stock prior to the date on which any such share isdelivered to the Grantee hereunder. The Grantee shall have the rights of a shareholder only as to those shares ofStock, if any, that are delivered under this Award.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized terms used hereinhave the same meaning as in the Plan.

3. Dividend Equivalents . During the period beginning on the Grant Date and ending on the date thatshares of Stock are issued in settlement of vested Restricted Stock Units, the Grantee will accrue dividendequivalents on the Restricted Stock Units equal to any cash dividend or cash distribution that would have been paidon the Restricted Stock Unit had that Restricted Stock Unit been an issued and outstanding share of Stock on therecord date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable uponthe same terms and at the same time of settlement as the Restricted Stock Unit to which they relate (and will bepayable with respect to any shares of Stock that are issued or that are withheld pursuant to Section 8 in order tosatisfy Grantee’s Tax-Related Items), (ii) will be denominated and payable solely in cash and paid in such manner asthe Company deems appropriate, and (iii) will not bear or accrue interest. Dividend equivalent payments, atsettlement, will be net of applicable federal, state, local

and foreign income and social insurance withholding taxes as provided in Section 8. Upon the forfeiture of theRestricted Stock Units, any accrued dividend equivalents attributable to such Restricted Stock Units will also beforfeited.

4. Vesting, etc .

(a) The Award shall vest in full as to 100% of the Restricted Stock Units subject to the Award on the thirdanniversary of the Grant Date (“ Vesting Date ”), subject to the Grantee’s continued Employment withthe Company through such date. Except as provided in sections (b) and (c) below, if the Grantee’sEmployment with the Company terminates for any reason prior to the Vesting Date, the Award willbe automatically and immediately forfeited upon such termination.

(b) If the Grantee’s Employment terminates due to his or her Retirement (as defined below) or death or isterminated by the Company other than for Cause or due to his or her Permanent Disability, in eachcase, prior to the Vesting Date, the Award, to the extent then outstanding, will be treated as follows:

i. If the Grantee’s Employment terminates as a result of the Grantee’s Retirement (as definedbelow), upon such termination the Award will vest in an amount equal to (A) the total numberof Restricted Stock Units subject to the Award that the Grantee would have vested in had theGrantee remained in continuous Employment through the Vesting Date, multiplied by (B) afraction, the numerator of which is the number of full months occurring between the GrantDate and the date of Grantee’s Retirement, and the denominator of which is thirty-six(36). For purposes hereunder, “Retirement” means a retirement from active Employment afterthe Grantee has attained age 55 with at least 10 years of continuous service with the Company,or its predecessor entity, The Dow Chemical Company, or any of its subsidiaries, or as definedin the Grantee's employment or other agreement with the Company.

ii. If the Grantee’s Employment is terminated due to his or her death or by the Company due tohis or her Permanent Disability, upon such termination, the Award will immediately vest infull as to the total number of Restricted Stock Units subject to the Award.

iii. If the Grantee’s Employment is terminated by the Company other than for Cause inconnection with a restructuring or redundancy, as determined by the Company, upon suchtermination, the Award will vest in an amount equal to (A) the total number of RestrictedStock Units subject to the Award that the Grantee would have vested in had the Granteeremained in continuous Employment through the Vesting Date, multiplied by (B) a fraction,the numerator of which

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is the number of full months occurring between the Grant Date and the Grantee’s date ofEmployment termination, and the denominator of which is thirty-six (36).

(c) If, within the twenty-four (24)-month period following the occurrence of a Change in Control (asdefined below), the Grantee’s Employment is terminated by the Company other than for Cause, uponsuch termination and in lieu of the treatment provided for in Section 4(b)(iii) above, the Award, to theextent then outstanding, will immediately vest in full as to the total number of Restricted Stock Unitssubject to the Award.

i. For purposes of this Agreement, “Change in Control” means the first to occur of any of thefollowing events:

1. an event in which any “person,” as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934 (the “1934 Act”) (other than (A) the Company, (B)any subsidiary of the Company, (C) any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or of any subsidiary of the Company,and (D) any company owned, directly or indirectly, by the stockholders of theCompany in substantially the same proportions as their ownership of stock of theCompany), is or becomes the “beneficial owner” (as defined in Section 13(d) of the1934 Act), together with all affiliates and associates (as such terms are used in Rule12b-2 of the General Rules and Regulations under the 1934 Act) of such person,directly or indirectly, of securities of the Company representing 40% or more of thecombined voting power of the Company’s then outstanding securities;

2. the consummation of the merger or consolidation of the Company with any othercompany, other than (i) a merger or consolidation which would result in the votingsecurities of the Company outstanding immediately prior thereto continuing torepresent (either by remaining outstanding or by being converted into voting securitiesof the surviving entity), in combination with the ownership of any trustee or otherfiduciary holding securities under an employee benefit plan of the Company or anysubsidiary of the Company, more than 50% of the combined voting power of thevoting securities of the Company or such surviving entity outstanding immediatelyafter such merger or consolidation and (ii) a merger or consolidation effected toimplement a recapitalization of the Company (or similar transaction) after which no“person” “beneficially owns” (with the determination of such “beneficial ownership”on the same

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basis as set forth in clause (1) of this definition) securities of the Company or thesurviving entity of such merger or consolidation representing 50% or more of thecombined voting power of the securities of the Company or the surviving entity of suchmerger or consolidation; or

3. the complete liquidation of the Company or the sale or disposition by the Company ofall or substantially all of the Company’s assets.

Notwithstanding the foregoing, to the extent any amount constituting “nonqualifieddeferred compensation” subject to Section 409A would become payable under the Awardby reason of a Change in Control, it shall become payable only if the event orcircumstances constituting the Change in Control would also constitute a change in theownership or effective control of the Company, or a change in the ownership of asubstantial portion of the Company’s assets, within the meaning of subsection (a)(2)(A)(v)of Section 409A and the Treasury Regulations thereunder.

5. Delivery of Stock . Subject to Section 9(b), the Company shall, as soon as practicable upon thevesting of the Restricted Stock Units or any portion thereof as provided in Section 4(a), (b) or (c) of this Agreement(but in no event later than thirty (30) days following the date on which such Restricted Stock Units, or any portionthereof, vest) effect delivery of the Stock with respect to such vested Restricted Stock Units, or any portion thereof,to the Grantee (or, in the event of the Grantee’s death, to the Grantee’s beneficiary, which for purposes hereundershall be (a) if permitted by the Administrator, the person(s) who has been designated by the Grantee in writing in aform and manner acceptable to the Administrator to receive the Award in the event of the Grantee’s death or (b) inthe event no beneficiary designation has been made by the Grantee, the Grantee’s estate). No Stock will be issuedpursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Stockhave been complied with to the satisfaction of the Administrator, including, for the avoidance of doubt to the extentrequired by Luxembourg law, the payment by the Grantee to the Company of an amount in cash equal to theaggregate par value of the shares of Stock to be delivered in respect of the vested Restricted Stock Units on, or withinthirty (30) days of, the vesting of the Restricted Stock Units. The actual amount the Grantee will be required to paywill be determined at the time that the Award vests based on the par value of the Company’s Stock on the VestingDate.

6. Forfeiture; Recovery of Compensation . By accepting the Award the Grantee expressly acknowledgesand agrees that his or her rights (and those of any permitted transferee) under the Award or to any Stock acquiredunder the Award or any proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (includingany successor provision). Nothing in the preceding sentence shall be construed as limiting the general application ofSection 11 of this Agreement.

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7. Nontransferability . Neither the Award nor the Restricted Stock Units may be transferred except atdeath in accordance with Section 6(a)(3) of the Plan.

8. Responsibility for Taxes & Withholding . Regardless of any action the Company or any of itsAffiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-RelatedItems”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’sresponsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Granteefurther acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regardingthe treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock Units, including, butnot limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement ofthe Restricted Stock Units, the subsequent sale of Stock acquired pursuant to such issuance and the receipt of anydividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms ofany Award to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular taxresult. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the date of grant and thedate of any relevant taxable event, the Grantee acknowledges that Company and/or its Affiliates may be required towithhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequatearrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, theGrantee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy theobligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Grantee’s wages/salary or other cash compensation paid to the Grantee bythe Company and/or its Affiliates; or

(ii) withholding from proceeds of the Stock acquired upon vesting/settlement of the Restricted StockUnits either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalfpursuant to this authorization); or

(iii) withholding in Stock to be issued upon vesting/settlement of the Restricted Stock Units provided,however, that if the Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholdingevent, as applicable, unless the use of such withholding method is problematic under applicable tax or securities lawor has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may besatisfied by one or a combination of methods (i) and (ii) above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory

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withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied bywithholding in Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stockattributable to the vested Restricted Stock Units, notwithstanding that a number of share are held back solely for thepurpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

The Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that theCompany and/or its Affiliates may be required to withhold or account for as a result of the Grantee’s participation inthe Plan that will not for any reason be satisfied by the means previously described. The Company may refuse toissue or deliver the Stock or the proceeds of the sale of Stock if the Grantee fails to comply with the Grantee’sobligations in connection with the Tax-Related Items.

By accepting this grant of Restricted Stock Units, the Grantee expressly consents to the methods ofwithholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding ofStock and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax-Related Items related to the Restricted Stock Units and any Stock delivered in satisfaction thereof are the Grantee'ssole responsibility.


(a) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecuredpromise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible tomake a so-called “83(b) election” under U.S. federal tax laws with respect to the Award.

(b) If, at the time of the Grantee’s termination of employment, the Grantee is a “specified employee,” asdefined below, to the extent required by Section 409A, any and all amounts payable on account of theGrantee’s separation from service that constitute deferred compensation and would (but for thisprovision) be payable within six (6) months following the date of termination, shall instead be paid onthe next business day following the expiration of such six (6) month period or, if earlier, upon theGrantee’s death. For purposes of this Agreement, all references to “termination of employment” andcorrelative phrases shall be construed to require a “separation from service” (as defined in TreasuryRegulations section 1.409A-1(h) after giving effect to the presumptions contained therein), and theterm “specified employee” means an individual determined by the Company to be a specifiedemployee under Treasury Regulation section 1.409A-1(i). Each payment made under this Agreementshall be treated as a separate payment and the right to a series of installment payments under thisAgreement is to be treated as a right to a series of separate payments.

10. Effect on Employment . Neither the grant of the Restricted Stock Units, nor the delivery of Stockupon vesting of any portion thereof, will give the Grantee any right

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to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or anyof its Affiliates to discharge or discipline such Grantee at any time, or affect any right of such Grantee to terminatehis or her Employment at any time.

11. Acknowledgements . By accepting the Award, the Grantee agrees to be bound by, and agrees that theAward and the Restricted Stock Units are subject in all respects to, the terms of the Plan. The Grantee furtheracknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shallbe an original and all of which together shall constitute one and the same instrument, (ii) this agreement may beexecuted and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in eachcase, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will bebinding against the Company and will create a legally binding agreement when this Agreement is countersigned bythe Grantee.

12. Authorization to Release and Transfer Necessary Personal Information . The Grantee herebyexplicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or herpersonal data by and among, as applicable, the Company and the Affiliates for the exclusive purpose ofimplementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that theCompany and the Affiliates may hold certain personal information about the Grantee including, but not limited to,the Grantee’s name, home address and telephone number, date of birth, social security number (or any other social ornational identification number), salary, nationality, job title, number of Restricted Stock Units and/or Stock held andthe details of all Restricted Stock Units or any other entitlement to Stock awarded, cancelled, vested, unvested oroutstanding for the purpose of implementing, administering and managing the Grantee’s participation in the Plan (the“Data”). The Grantee understands that the Data may be transferred to the Company or any of the Affiliates, or to anythird parties assisting in the implementation, administration and management of the Plan, that these recipients may belocated in the Grantee’s country or elsewhere, and that any recipient’s country (e.g., the United States) may havedifferent data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she mayrequest a list with the names and addresses of any potential recipients of the Data by contacting his or her localhuman resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer theData, in electronic or other form, for the sole purpose of implementing, administering and managing his or herparticipation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting withthe administration of Restricted Stock Units under the Plan or with whom Stock acquired pursuant to the vesting ofthe Restricted Stock Units or cash from the sale of such Stock may be deposited. Furthermore, the Granteeacknowledges and understands that the transfer of the Data to the Company or the Affiliates or to any third parties isnecessary for his or her participation in the Plan. The Grantee understands that Data will be held only as long as isnecessary to implement, administer and manage his or her participation in the Plan. The Grantee understands that heor she may, at any time, view the Data, request additional information about the storage and processing of the Data,require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting his or herlocal human resources representative in writing. The Grantee further acknowledges that

-7-

withdrawal of consent may affect his or her ability to vest in or realize benefits from the Restricted Stock Units, andhis or her ability to participate in the Plan. For more information on the consequences of refusal to consent orwithdrawal of consent, the Grantee understands that he or she may contact his or her local human resourcesrepresentative.

13. Electronic Delivery and Execution . The Grantee hereby consents and agrees to electronic delivery ofany documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus andprospectus supplements, grant or award notifications and agreements, account statements, annual and quarterlyreports, and all other forms of communications) in connection with this and any other Award made or offered underthe Plan. The Grantee understands that, unless revoked by the Grantee by giving written notice to the Companypursuant to the Plan, this consent will be effective for the duration of the Agreement. The Grantee also understandsthat he or she will have the right at any time to request that the Company deliver written copies of any and allmaterials referred to above. The Grantee hereby consents to any and all procedures the Company has established ormay establish for an electronic signature system for delivery and acceptance of any such documents that theCompany may elect to deliver, and agree that his or her electronic signature is the same as, and will have the sameforce and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures anddelivery may be affected by a third party engaged by the Company to provide administrative services related to thePlan.

14. Appendix . Notwithstanding any provision of the Agreement to the contrary, this Restricted StockUnit grant and the Stock acquired under the Plan shall be subject to any and all special terms and provisions as setforth in the Appendix, if any, for the Grantee’s country of residence (and country of employment, if different).

15. Severability . The provisions of this Agreement are severable and if any one or more provisions aredetermined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall neverthelessbe binding and enforceable.


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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorizedofficer.

TRINSEO S.A. By: Name: Christopher D. Pappas Title: President and Chief Executive Officer Dated: [DATE] Acknowledged and Agreed: By [Grantee’s Name]

SignaturePagetoRestrictedStockUnitAgreement

COUNTRY APPENDIX


This Country Appendix (“Appendix”) includes the following additional terms and conditions that govern theGrantee’s Restricted Stock Unit Award for all Grantees that reside and/or work outside of the United States.

Notifications

This Country Appendix also includes information regarding exchange controls and certain other issues of which theGrantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on thesecurities, exchange control and other laws in effect in the respective countries as of January 2017 . Such laws areoften complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely onthe information in this Country Appendix as the only source of information relating to the consequences of theGrantee’s participation in the Plan because the information may be out of date at the time that the Restricted StockUnits vest, or Stock is delivered in settlement of the Restricted Stock Units, or the Grantee sells any Stock acquiredunder the Plan.

In addition, the information contained herein is general in nature and may not apply to the Grantee’s particularsituation, and none of the Company, its Affiliates, nor the Administrator is in a position to assure the Grantee of aparticular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevantlaws in the Grantee’s country of residence and/or work may apply to the Grantee’s situation.

Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country forlocal law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee,and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shallbe applicable to the Grantee.


English Language . The Grantee acknowledges and agrees that it is the Grantee’s express intent that this Agreement,the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given orinstituted pursuant to the Restricted Stock Unit Award, be drawn up in English. If the Grantee has received thisAgreement, the Plan or any other rules, procedures, forms or documents related to the Restricted Stock Unit Awardtranslated into a language other than English, and if the meaning of the translated version is different than the Englishversion, the English version will control.

Repatriation; Compliance with Laws; Insider Trading . The Grantee agrees, as a condition of the grant of theRestricted Stock Unit Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan(including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Stockacquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable toGrantee. The Company and the Administrator reserve the right to impose other requirements on Grantee’sparticipation in

2

the Plan, on the Restricted Stock Units and on any Stock acquired or cash payments made pursuant to the Agreement,to the extent the Company, its Affiliates or the Administrator determines it is necessary or advisable in order tocomply with local law or to facilitate the administration of the Plan, and to require Grantee to sign any additionalagreements or undertakings that may be necessary to accomplish the foregoing. Further, the Grantee agrees to takeany and all actions as may be required to comply with Grantee’s personal legal and tax obligations under all laws,rules and regulations applicable to the Grantee. Finally, depending on Grantee's country of residence, Grantee maybe subject to insider trading restrictions or market abuse laws, which may affect Grantee's ability to acquire or sellStock or rights to Stock (e.g., restricted stock units) under the Plan during such times as Grantee is considered tohave “inside information” regarding the Company (as defined by the laws in the Grantee's country). Any restrictionsunder these insider trading or market abuse laws or regulations are separate from and in addition to any restrictionsthat may be imposed under any applicable Company insider trading policy. Neither the Company, nor its Affiliateswill be liable for any fines or penalties that Grantee may incur as a result of Grantee's failure to comply with anyapplicable laws. Grantee should be aware that securities, exchange control, insider trading and other laws maychange frequently and often without notice. Grantee is hereby advised to confirm the legal obligations that may arisefrom Grantee's participation in the Plan with a qualified advisor.

Commercial Relationship . The Grantee expressly recognizes that the Grantee’s participation in the Plan and theCompany’s Award grant does not constitute an employment relationship between the Grantee and theCompany. The Grantee has been granted Restricted Stock Units as a consequence of the commercial relationshipbetween the Company and the Company’s Affiliate that employs the Grantee, and the Company’s Affiliate theGrantee’s sole employer. Based on the foregoing, (a) the Grantee expressly recognizes the Plan and the benefits theGrantee may derive from participation in the Plan do not establish any rights between the Grantee and the Affiliatethat employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are notpart of the employment conditions and/or benefits provided by the Affiliate that employs the Grantee, and (c) anymodifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by theCompany, shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment withthe Affiliate that employs the Grantee.

Private Placement . The grant of the Award is not intended to be a public offering of securities in the Grantee’scountry of residence and/or employment but instead is intended to be a private placement. As a private placement,the Company has not submitted any registration statement, prospectus or other filings with the local securitiesauthorities (unless otherwise required under local law), and the grant of the Restricted Stock Unit Award is notsubject to the supervision of the local securities authorities.


The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified,amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

All decisions with respect to future Awards or other grants, if any, will be at the sole

3

discretion of the Company.


The Award and the Stock subject to the Award, and the income and value of same, are not part of normal orexpected compensation or salary for any purpose and are not intended to replace any pension rights orcompensation.


No claim or entitlement to compensation or damages arises from the forfeiture of the Award or any of theRestricted Stock Units, the termination of the Plan, or the diminution in value of the Restricted Stock Units orStock, and the Grantee irrevocably releases the Company, its Affiliates, the Administrator and their affiliatesfrom any such claim that may aris e.

The Award and the Stock subject to the Award, and the income and value of same, are not part of normal orexpected compensation for purposes of calculating any severance, resignation, termination, redundancy,dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits orsimilar payments.

Unless otherwise agreed with the Company in writing, the Award and the Stock subject to the Award, andthe income and value of same, are not granted as consideration for, or in connection with, any service Granteemay provide as a director of the Company or its Affiliates.

Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuation betweenGrantee's local currency and the U.S. Dollar that may affect the value of the Restricted Stock Units or of anyamounts due to Grantee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of anyStock acquired upon settlement.

None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financial advice ormaking any recommendations regarding the Grantee’s participation in the Plan, the grant, vesting orsettlement of the Grantee’s Restricted Stock Units, or the Grantee’s acquisition or sale of the Stock deliveredin settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personaltax, legal and financial advisors regarding his participation in the Plan before taking any action related to thePlan.

4

BELGIUM

Notifications

Exchange Control Information . The Grantee is required to report any securities (e.g., Stock) or bank accountsopened and maintained outside Belgium on his or her annual tax return. In a separate report, certain details regardingsuch foreign accounts (including the account number, bank name and country in which such account was opened)must be provided to the Central Contact Point of the National Bank of Belgium.

FRANCE

Notifications

Use of English Language . Lespartiesreconnaissentavoirexigélarédactionenanglaisdelaprésenteconvention,ainsiquedetousdocumentsexécutés,avisdonnésetprocéduresjudiciairesintentées,directementouindirectement,relativementàousuiteàlaprésenteconvention.

Award Not French Qualified . The Grantee understands and acknowledges that the Restricted Stock Units grantedunder this Agreement are not intended to qualify for specific tax and social security treatment pursuant to Sections L.225-197-1 to L. 225-197-6 of the French Commercial Code, as amended.

Exchange Control Information . If the Grantee retains Stock acquired under the Plan outside of France or maintainsa foreign ban account, the Grantee is required to report such to the French tax authorities when filing the Grantee'sannual tax return. Failure to comply could trigger significant penalties.

GERMANY

Notifications

Exchange Control Information . Cross-border payments in excess of €12,500 must be reported monthly to theGerman Federal Bank. If the Grantee uses a German bank to transfer a cross-border payment in excess of €12,500 inconnection with the sale of the Stock acquired under the Plan, the bank will make the report for the Grantee.

HONG KONG


Warning:TheRestrictedStockUnitAwardandanyStockissuedpursuanttothesettlementoftheRestrictedStockUnitsdonotconstituteapublicofferingofsecuritiesunderHongKonglawandareavailableonlytoemployeesofthe Company and its Affiliates. The Agreement, the Plan, and any rules, procedures, forms or other incidentalcommunication materials have not been prepared in accordance with and are not intended to constitute a“prospectus”forapublicofferingofsecuritiesundertheapplicablesecuritieslegislationinHongKong,norhavethedocumentsbeenreviewedbyanyregulatoryauthorityinHongKong.TheAwardandanyrelateddocumentation

5

are intended only for the personal use of each eligible employee of the Company or its Affiliates and may not bedistributedtoanyotherperson.IftheGranteeisinanydoubtaboutanyofthecontentsoftheAgreement,thePlan,oranyrules,proceduresorforms,theGranteeshouldobtainindependentprofessionaladvice.

Settlement of Restricted Stock Units. In the event that any of the Restricted Stock Units are settled within six monthsof the Grant Date, the Grantee agrees that the Grantee (or his / her beneficiary) will not sell or otherwise dispose ofany such Shares prior to the six-month anniversary of the Grant Date.

Wages . The Restricted Stock Unit Award and Shares underlying the Restricted Stock Unit Award do not form partof the Grantee's wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

INDIA

Notifications

Exchange Control Information . The Grantee understands that he or she must repatriate any proceeds from the saleof Stock and any cash dividends or dividend equivalents acquired under the Plan to India and convert the proceedsinto local currency within 90 days or 180 days of receipt, respectively. The Grantee will receive a foreign inwardremittance certificate (“ FIRC ”) from the bank where the Grantee deposits the foreign currency. The Granteeshould maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or theGrantee's employer requests proof of repatriation. The Grantee is responsible for complying with applicableexchange control laws in India.

INDONESIA

Notifications

Exchange Control Information .If the Grantee remits funds (including proceeds from the sale of Stock) intoIndonesia, the Indonesian bank through which the transaction is made will submit a report of the transaction to BankIndonesia for statistical reporting purposes. For transactions of US$10,000 or more, a more detailed description ofthe transaction must be included in the report and the Grantee may be required to provide information about thetransaction ( e.g., the relationship between the Grantee and the transferor of the funds, the source of the funds, etc.)to the bank in order for the bank to complete the report. In addition, the Grantee may be required to provide BankIndonesia with information on foreign exchange activities, which may include Stock held outside Indonesia, on amonthly basis. The reporting should be completed online through Bank Indonesia's website, by no later than the 15thday of the following month.

6

NETHERLANDS

Notifications

Securities Law Information . The Grantee should be aware of Dutch insider trading rules which may impact the saleof Stock issued to the Grantee upon settlement of the Restricted Stock Units. In particular, the Grantee may beprohibited from effectuating certain transactions if the Grantee has inside information about the Company. UnderArticle 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information” related to an issuingcompany is prohibited from effectuating a transaction in securities in or from the Netherlands. “Insider information”is defined as knowledge of specific information concerning the issuing company to which the securities relate or thetrade in securities issued by such company, which has not been made public and which, if published, wouldreasonably be expected to affect the share price, regardless of the development of the price. The insider could be anyemployee of a Affiliate in the Netherlands who has inside information as described herein. Given the broad scope ofthe definition of inside information, certain employees working at the Company’s Affiliate in the Netherlands mayhave inside information and, thus, would be prohibited from effectuating a transaction in securities in theNetherlands at a time when they have such inside information. If the Grantee is uncertain whether the insider-tradingrules apply to the Grantee, the Grantee should consult his personal legal advisor.

SINGAPORE

Notifications

Securities Law Information . The Restricted Stock Units are being granted pursuant to the “Qualifying Person”exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan hasnot been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. The Granteeshould note that the Grantee’s Restricted Stock Units are subject to section 257 of the SFA and the Grantee will notbe able to make any subsequent sale in Singapore, or any offer of such subsequent sale of Stock unless such sale oroffer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other thansection 280) of the SFA.

Chief Executive Officer and Director Notification . If the Grantee is the chief executive officer (“CEO”) or adirector, alternate director, substitute director or shadow director of a Singapore subsidiary, the Grantee must notifythe Singapore subsidiary in writing within two (2) business days of (i) becoming the registered holder of or acquiringan interest (e.g., Restricted Stock Units, Stocks, etc.) in the Company or any of its subsidiary, or becoming the CEO,alternate director, substitute director or shadow director (as the case may be), whichever occurs last, or (ii) anychange in a previously disclosed interest (e.g., sale of Stocks).

SPAIN

Notifications

Securities Law Information . No “offer of securities to the public,” within the meaning of Spanish law, has takenplace or will take place in the Spanish territory in connection with the Plan or Restricted Stock Unit. The Plan, theAgreement (including this Appendix) and any other

7

documents evidencing the grant of the Restricted Stock Units have not been, nor will they be, registered with theComisión Nacional del Mercado de Valores (the Spanish securities regulator), and none of those documentsconstitutes a public offering prospectus.

Exchange Control Information .The acquisition, ownership and sale of Stock under the Plan must be declared forstatistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “ DGCI”), the Bureau forCommerce and Investments, which is a department of the Ministry of Economy and Competitiveness. Generally, thedeclaration must be made in January for Stock acquired or sold during (or owned as of December 31 of) the prioryear. The Grantee may also be required to declare any securities accounts (including brokerage accounts heldabroad) depending on the value of the transactions during the relevant year or the balances in such accounts as ofDecember 31 of the relevant year.

When receiving foreign currency payments derived from the ownership of Stock ( i.e.,dividends or sale proceeds)exceeding €50,000, the Grantee must inform the financial institution receiving the payment of the basis upon whichsuch payment is made. The Grantee will need to provide the institution with the following information: (i) theGrantee’s name, address, and tax identification number; (ii) the name and corporate domicile of the Company; (iii)the amount of the payment; the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi)further information that may be required. After such foreign currency payments are initially reported, the reportingobligation will only apply for subsequent years if the value of any previously-reported rights or assets increases bymore than €20,000. If reporting is required, the Grantee must file the report on form 720 by March 31 following theend of the relevant year.

TheGranteeissolelyresponsibleforcomplyingwithanyexchangecontrolorotherreportingrequirementthatmayapply to the Grantee as a result of participation in the Plan, the acquisition and/or sale of the Stock and/or thetransferoffundsinconnectionwiththeaward.TheGranteeshouldconsulthisorherlegaladvisortoconfirmthecurrentreportingrequirementswhenheorsheacquiresStock,sellsStockand/ortransfersanyfundsrelatedtothePlantoSpain.


Nature of Award . In accepting the grant of Restricted Stock Units, the Grantee acknowledges that he or sheconsents to participation in the Plan and has received a copy of the Plan.

The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grantRestricted Stock Units under the Plan to individuals who may be employees of the Company or its Affiliatesthroughout the world. The decision is a limited decision that is entered into upon the express assumption andcondition that any grant will not economically or otherwise bind the Company or any of its Affiliates on an ongoingbasis. Consequently, the Grantee understands that the Restricted Stock Units are granted on the assumption andcondition that the Restricted Stock Units and the Stock acquired upon lapse of the restrictions relating to theRestricted Stock Units shall not become a part of any employment contract (either with the Company or any of itsAffiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severancecompensation) or any other right whatsoever. In addition, the Grantee understands that this grant would not be madeto the Grantee but for the assumptions and conditions referred to above; thus, the Grantee acknowledges and freelyaccepts that should any

8

or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant ofRestricted Stock Units shall be null and void.

SWITZERLAND

Notifications

Securities Law Information . The Restricted Stock Units are not intended to be publicly offered in or fromSwitzerland. Neither this document nor any other materials relating to the Plan (i) constitutes a prospectus as suchterm is understood pursuant to article 652a of the Swiss Code of Obligations (ii) may be publicly distributed norotherwise made publicly available in Switzerland or (iii) have been or will be filed with, approved or supervised byany Swiss regulatory authority, including the Swiss Financial Market Authority (FINMA).

TAIWAN

Notifications

Exchange Control Information . The Grantee may acquire and remit foreign currency (including proceeds from thesale of Stock) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or morein a single transaction, the Grantee must submit a Foreign Exchange Transaction Form. If the transaction amount isUS$500,000 or more in a single transaction, the Grantee must also provide supporting documentation to thesatisfaction of the remitting bank.Terms and Conditions

Data Privacy . In addition to the consent to the collection, use and transfer of Data as described in Section 12 of theAgreement, upon request of the Company or an employing Affiliate, the Grantee agrees to provide any otherexecuted data privacy consent form (or any other agreements or consents that may be required by the Company orthe employing Affiliate) should the Company and/or the employing Affiliate deem such agreement or consentnecessary under applicable data privacy laws, either now or in the future. The Grantee understands the he or she willnot be able to participate in the Plan if he or she fails to execute any such consent or agreement.

TURKEY

Notifications

Securities Law Information . Under Turkish law, the Grantee is not permitted to sell any Stock under the Plan inTurkey. The Stock is currently traded on the New York Stock Exchange (“NYSE”), under the ticker symbol “TSE”and the Stock may be sold through this exchange.

9

UNITED KINGDOM


Tax Loan . Notwithstanding any provisions in the Agreement, if payment or withholding of the income tax due inconnection with the Restricted Stock Units is not made within ninety (90) days of the event giving rise to the incometax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act2003 (the “Due Date”), the amount of any uncollected income tax paid by the Grantee's employer shall constitute aloan owed to employer by the Grantee, effective as of the Due Date. The Grantee acknowledges and agrees that theloan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall beimmediately due and repayable, and the Company or the Grantee's employer may recover it at any time thereafter byany of the means referred to the Agreement or otherwise. Notwithstanding the foregoing, if the Grantee is a directoror executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of1934, as amended), the Grantee shall not be eligible for a loan from the Company or the Grantee's employer to coverthe income tax liability. In the event that the Grantee is a director or executive officer of the Company and theincome tax is not collected from or paid by the Grantee by the Due Date, the payment of any uncollected income taxand employee national insurance contributions ( “NICs” ) by the Grantee's employer may constitute a benefit to theGrantee (the “Tax Benefit” ) on which additional income tax and NICs will be payable. If the Grantee is a director orexecutive officer of the Company, the Grantee will be responsible for paying and reporting any income tax due onthe Tax Benefit directly to HMRC under the self-assessment regime, and the Grantee's employer will hold theGrantee liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company orthe Grantee's employer was obligated to pay and paid. The Company or the Grantee's employer (as applicable) mayrecover the Tax Benefit and the cost of any such employee NICs from the Grantee at any time by any of the meansreferred to in the Agreement.

***

10

Exhibit 10.6

Name: [●]Number of Shares of Stock subject to Stock Option: [●]Exercise Price Per Share: [●]Date of Grant: [●]

TRINSEO S.A.


NON-STATUTORY STOCK OPTION AGREEMENT

This agreement (this “ Agreement ”) evidences a stock option granted by Trinseo S.A. (the “Company ”) to the undersigned (the “ Optionee ”) pursuant to and subject to the terms of the Trinseo S.A.2014 Omnibus Incentive Plan (as amended from time to time, the “ Plan ”).

1. Grant of Stock Option . The Company grants to the Optionee on the date set forth above

(the “ Date of Grant ”) an option (the “ Stock Option ”) to purchase, on the terms provided herein and inthe Plan, up to the number of shares of Stock set forth above (the “ Shares ”) with an exercise price perShare as set forth above, in each case subject to adjustment pursuant to Section 7 of the Plan in respect oftransactions occurring after the date hereof.

The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that

does not qualify as an incentive stock option under Section 422 of the Code) and is granted to theOptionee in connection with the Optionee’s employment by or service to the Company and its qualifyingsubsidiaries. For purposes of the immediately preceding sentence, “qualifying subsidiary” means asubsidiary of the Company as to which the Company has a “controlling interest” as described in Treas.Regs. §1.409A-1(b)(5)(iii)(E)(1).

The grant of the Stock Option is a one-time benefit and does not create any contractual or otherright for the Optionee to receive a grant of stock options or benefits in lieu of stock options in the future.

2. Meaning of Certain Terms . Except as otherwise defined herein, all capitalized termsused herein have the same meaning as in the Plan.

3. Vesting; Method of Exercise; Treatment of the Stock Option Upon Termination of

Employment . (a) Vesting . As used herein with respect to the Stock Option or any portion thereof, the term

“vest” means to become exercisable and the term “vested” as applied to any outstandingStock Option (or any portion thereof) means

that the Stock Option is then exercisable, subject in each case to the terms of thePlan. Unless earlier terminated, forfeited, relinquished or expired, the Stock Option shallvest as to one-third (1/3) of the Shares subject to the Stock Option on each of the first,second and third anniversaries of the Date of Grant (each, a “vesting anniversary date” andthe third anniversary of the Date of Grant, the “final vesting anniversary date”). Thenumber of Shares that vest on any of the foregoing dates will be rounded down to thenearest whole Share, with the Stock Option becoming vested as to 100% of the Shares onthe final vesting anniversary date. Notwithstanding the foregoing, Shares subject to theStock Option shall not vest on any vesting anniversary date unless the Optionee hasremained in continuous Employment from the Date of Grant through such vestinganniversary date.

(b) Exercise of the Stock Option . No portion of the Stock Option may be exercised untilsuch portion vests. Each election to exercise any vested portion of the Stock Option willbe subject to the terms and conditions of the Plan and shall be in writing or by electronicnotice, signed (including electronic signature in form acceptable to the Administrator) bythe Optionee or a transferee (if permitted by the Administrator), if any (or in such otherform as is acceptable to the Administrator). Each such exercise election must be receivedby the Company at its principal office or by such other party as the Administrator mayprescribe and be accompanied by payment in full as provided in the Plan, including, forthe avoidance of doubt to the extent required by Luxembourg law, the payment by theOptionee to the Company of an additional amount in cash equal to the aggregate par valueof the shares of Stock to be delivered in respect of the portion of the Stock Option soexercised at the time of the exercise of the Stock Option. The exercise price may be paid(i) by cash or check acceptable to the Administrator, (ii) to the extent permitted by theAdministrator, through a broker-assisted cashless exercise program acceptable to theAdministrator, (iii) by such other means, if any, as may be acceptable to the Administrator,or (iv) by any combination of the foregoing permissible forms of payment. In the eventthat the Stock Option is exercised by a person other than the Optionee, the Company willbe under no obligation to deliver Shares hereunder unless and until it is satisfied as to theauthority of such person to exercise the Stock Option and compliance with applicablesecurities laws. The latest date on which the Stock Option or any portion thereof may beexercised will be the 9 anniversary of the Date of Grant (the “ Final Exercise Date ”);provided , however , if at such time the Optionee is prohibited by applicable law orwritten Company policy applicable to similarly situated employees from engaging in anyopen-market sales of Stock, the Final Exercise Date will be automatically extended tothirty (30) days following the date the Optionee is no longer prohibited from engaging insuch open-market sales. If the Stock Option is not exercised by the Final Exercise Date,the Stock Option or any remaining portion thereof will thereupon immediately terminate.

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(c) Treatment of the Stock Option Upon Termination of Employment . Except as provided inclauses (i)-(iv) below and Section 3(d) of this Agreement, if the Optionee’s Employmentterminates, the Stock Option, to the extent not already vested, will be immediatelyforfeited upon such termination. Following termination of the Optionee’s Employment,any vested portion of the Stock Option that is then outstanding, including for theavoidance of doubt any portion of the Stock Option that vests as provided in clauses (ii)-(iv) below or Section 3(d) of this Agreement, will be treated as follows:

(i) General . Subject to clauses (ii) through (v) below and Sections 3(d) and 4of this Agreement, the Stock Option, to the extent vested immediately prior to thetermination of the Optionee’s Employment, will remain exercisable until the earlierof (A) the date that is three months following the date of such termination ofEmployment, or (B) the Final Exercise Date, and except to the extent previouslyexercised as permitted by this Section 3(c)(i) will thereupon immediatelyterminate. (ii) Retirement . Subject to clause (v) below and Section 4 of this Agreement,if the Optionee’s Employment terminates due to the Optionee’s Retirement (asdefined below), the Stock Option, to the extent then unvested, will not terminateand will remain outstanding and eligible to vest in accordance with the provisionsof Section 3(a) hereof as if the Optionee had remained in continuous Employmentthrough each vesting anniversary date. Any portion of the Stock Option that vestsin accordance with this Section 3(c)(ii), together with the portion of the StockOption, if any, that was vested as of immediately prior to the termination of theOptionee’s Employment due to the Optionee’s Retirement, will remain exercisableuntil the earlier of (A) five (5) years following the date of such termination ofemployment and, or (B) the Final Exercise Date, and except to the extentpreviously exercised as permitted by this Section 3(c)(ii) will thereuponimmediately terminate. For purposes hereunder, “Retirement” means a retirementfrom active Employment after the Optionee has attained age fifty-five (55) with atleast ten (10) years of continuous service with the Company, or its predecessorentity, The Dow Chemical Company, or any of its subsidiaries, or as defined in theOptionee's employment or other agreement with the Company. (iii) Death; Permanent Disability . Subject to clause (v) below and Section 4 ofthis Agreement, if the Optionee’s Employment is terminated due to his or her deathor by the Company due to his or her Permanent Disability, the Stock Option, to theextent then unvested, shall immediately vest as to all of the then unvestedShares. Any portion of the Stock Option that vests in accordance with this Section3(c)(iii), together with the portion of the Stock

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Option, if any, that was vested as of immediately prior to the termination of theOptionee’s Employment due to his or her death or by the Company due to his orher Permanent Disability, will remain exercisable until the earlier of (A) the firstanniversary of the Optionee’s death or the first anniversary of the date theOptionee’s Employment is terminated due to his or her Permanent Disability, asapplicable or (B) the Final Exercise Date, and except to the extent previouslyexercised as permitted by this Section 3(c)(iii) will thereupon immediatelyterminate. (iv) By the Company Other than For Cause . Subject to clause (v) below andSections 3(d) and 4 of this Agreement, if the Optionee’s Employment is terminatedby the Company other than for Cause in connection with a restructuring orredundancy, as determined by the Company, the Stock Option, to the extent thenunvested, will not terminate and will remain outstanding and eligible to vest inaccordance with the provisions of Section 3(a) hereof as if the Optionee hadremained in continuous Employment with the Company through each vestinganniversary date. Any Stock Option that vests in accordance with this Section 3(c)(iv), together with the portion of the Stock Option, if any, that was vested as ofimmediately prior to the termination of the Optionee’s Employment, will remainexercisable until the earlier of (A) the later of (i) three months following the date ofsuch termination of employment and (ii) the date that is three months following thefinal vesting anniversary date or (B) the Final Exercise Date, and except to theextent previously exercised as permitted by this Section 3(c)(iv) will thereuponimmediately terminate. (v) For Cause . If the Optionee’s Employment is terminated by the Companyor its subsidiaries in connection with an act or failure to act constituting Cause (asthe Administrator, in its sole discretion, may determine), or such terminationoccurs in circumstances that in the determination of the Administrator would haveentitled the Company or its subsidiaries to terminate the Optionee’s Employmentfor Cause, the Stock Option (whether or not vested) will immediately terminateand be forfeited upon such termination.

(d) Treatment of the Stock Option Following a Change in Control . If, within the twenty-four(24)-month period following the occurrence of a Change in Control (as defined below), theOptionee’s Employment is terminated by the Company other than for Cause, upon suchtermination and in lieu of the treatment provided for in Section 3(c)(iv) above, the StockOption, to the extent then outstanding and unvested, shall immediately vest as to all of thethen unvested Shares. Any Stock Option that vests in accordance with this Section 3(d),together with the portion of the Stock Option, if any, that was vested as of immediatelyprior to the termination of the Optionee’s

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Employment, will remain exercisable until the earlier of (A) the date that is six monthsfollowing the date of the Optionee’s termination of Employment, or (B) the Final ExerciseDate, and except to the extent previously exercised as permitted by this Section 3(d) willthereupon immediately terminate.

(i) For purposes of this Agreement, “Change in Control” means the first tooccur of any of the following events:

(A) an event in which any “person,” as such term is used in Sections 13(d) and14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) (other than(I) the Company, (II) any subsidiary of the Company, (III) any trustee orother fiduciary holding securities under an employee benefit plan of theCompany or of any subsidiary of the Company, and (IV) any companyowned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of stock of theCompany), is or becomes the “beneficial owner” (as defined inSection 13(d) of the 1934 Act), together with all affiliates and associates (assuch terms are used in Rule 12b-2 of the General Rules and Regulationsunder the 1934 Act) of such person, directly or indirectly, of securities ofthe Company representing 40% or more of the combined voting power ofthe Company’s then outstanding securities;

(B) the consummation of the merger or consolidation of the Company with anyother company, other than (i) a merger or consolidation which would resultin the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity), in combinationwith the ownership of any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or any subsidiary of theCompany, more than 50% of the combined voting power of the votingsecurities of the Company or such surviving entity outstanding immediatelyafter such merger or consolidation and (ii) a merger or consolidationeffected to implement a recapitalization of the Company (or similartransaction) after which no “person” “beneficially owns” (with thedetermination of such “beneficial ownership” on the same basis as set forthin clause (A) of this definition) securities of the Company or the survivingentity of such merger or consolidation representing 50% or more of thecombined voting power of the securities of the Company or the survivingentity of such merger or consolidation; or

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(C) the complete liquidation of the Company or the sale or disposition by theCompany of all or substantially all of the Company’s assets.

4. Forfeiture; Recovery of Compensation . (a) The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Stock

Option at any time if the Optionee is not in compliance with all applicable provisions ofthis Agreement and the Plan.

(b) By accepting the Stock Option, the Optionee expressly acknowledges and agrees that his

or her rights, and those of any transferee permitted by the Administrator of the StockOption, under the Stock Option, including to any Stock acquired under the Stock Option orproceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (includingany successor provision). Nothing in the preceding sentence shall be construed as limitingthe general application of Section 8 of this Agreement.

5. Transfer of Stock Option . The Stock Option may not be transferred except as expressly

permitted under Section 6(a)(3) of the Plan. 6. Responsibility for Taxes & Withholding . Regardless of any action the Company or any

of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment onaccount or other tax-related items related to the Optionee’s participation in the Plan and legally applicableto the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheldby the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or itsAffiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Itemsin connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting orexercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent saleof Stock acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to andare under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability forTax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax inmore than one jurisdiction between the date of grant and the date of any relevant taxable event, theOptionee acknowledges that Company and/or its Affiliates may be required to withhold or account forTax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or

make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-RelatedItems. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respectiveagents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or acombination of the following:

(i) withholding from the Optionee’s wages/salary or other cash compensation paid to the

Optionee by the Company and/or its Affiliates; or

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(ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Optioneither through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee'sbehalf pursuant to this authorization); or

(iii) withholding in Stock to be transferred upon exercise of the Stock Option provided,

however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities andExchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevanttaxable or tax withholding event, as applicable, unless the use of such withholding method is problematicunder applicable tax or securities law or has materially adverse accounting consequences, in which case,the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii)above.

To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or

account for Tax-Related Items by considering applicable minimum statutory withholding amounts orother applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding inStock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares ofStock attributable to the Stock Option at exercise, notwithstanding that a number of share are held backsolely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’sparticipation in the Plan.

The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that

the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’sparticipation in the Plan that will not for any reason be satisfied by the means previously described. TheCompany may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails tocomply with the Optionee’s obligations in connection with the Tax-Related Items.

By accepting this grant of Stock Option, the Optionee expressly consents to the methods of

withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including thewithholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable tothe Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred insatisfaction thereof are the Optionee’s sole responsibility.

7. Effect on Employment . Neither the grant of the Stock Option, nor the issuance of Shares

upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ orservice of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates todischarge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his orher Employment at any time.

8. Provisions of the Plan . This Agreement is subject in its entirety to the provisions of the

Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant hasbeen furnished to the Optionee. By acceptance of the Stock Option, the Optionee agrees to be bound bythe terms of the Plan and this Agreement.

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In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shallcontrol.

9. Acknowledgements . The Optionee acknowledges and agrees that (i) this Agreement maybe executed in two or more counterparts, each of which shall be an original and all of which togethershall constitute one and the same instrument, (ii) this agreement may be executed and exchanged usingfacsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitutean original signature for all purposes hereunder and (iii) such signature by the Company will be bindingagainst the Company and will create a legally binding agreement when this Agreement is countersignedby the Optionee.

10. Authorization to Release and Transfer Necessary Personal Information . The Optionee

hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or otherform, of his or her personal data by and among, as applicable, the Company and the Affiliates for theexclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.The Optionee understands that the Company and the Affiliates may hold certain personal informationabout the Optionee including, but not limited to, the Optionee’s name, home address and telephonenumber, date of birth, social security number (or any other social or national identification number),salary, nationality, job title, number of Stock Options and/or Stock held and the details of all StockOptions or any other entitlement to Stock awarded, cancelled, vested, unvested or outstanding for thepurpose of implementing, administering and managing the Optionee’s participation in the Plan (the“Data”). The Optionee understands that the Data may be transferred to the Company or any of theAffiliates, or to any third parties assisting in the implementation, administration and management of thePlan, that these recipients may be located in the Optionee’s country or elsewhere, and that any recipient’scountry (e.g., the United States) may have different data privacy laws and protections than the Optionee’scountry. The Optionee understands that he or she may request a list with the names and addresses of anypotential recipients of the Data by contacting his or her local human resources representative. TheOptionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic orother form, for the sole purpose of implementing, administering and managing his or her participation inthe Plan, including any requisite transfer of such Data to a broker or other third party assisting with theadministration of the Stock Option under the Plan or with whom Stock acquired pursuant to the exerciseof the Stock Option or cash from the sale of such Stock may be deposited. Furthermore, the Optioneeacknowledges and understands that the transfer of the Data to the Company or the Affiliates or to anythird parties is necessary for his or her participation in the Plan. The Optionee understands that Data willbe held only as long as is necessary to implement, administer and manage his or her participation in thePlan. The Optionee understands that he or she may, at any time, view the Data, request additionalinformation about the storage and processing of the Data, require any necessary amendments to the Dataor refuse or withdraw the consents herein by contacting his or her local human resources representative inwriting. The Optionee further acknowledges that withdrawal of consent may affect his or her ability tovest in, exercise or realize benefits from the Stock Option, and his or her ability to participate in thePlan. For more information on the

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consequences of refusal to consent or withdrawal of consent, the Optionee understands that he or she maycontact his or her local human resources representative.

11. Electronic Delivery and Execution . The Optionee hereby consents and agrees toelectronic delivery of any documents that the Company may elect to deliver (including, but not limited to,plan documents, prospectus and prospectus supplements, grant or award notifications and agreements,account statements, annual and quarterly reports, and all other forms of communications) in connectionwith this and any other Award made or offered under the Plan. The Optionee understands that, unlessrevoked by the Optionee by giving written notice to the Company pursuant to the Plan, this consent willbe effective for the duration of the Agreement. The Optionee also understands that he or she will have theright at any time to request that the Company deliver written copies of any and all materials referred toabove. The Optionee hereby consents to any and all procedures the Company has established or mayestablish for an electronic signature system for delivery and acceptance of any such documents that theCompany may elect to deliver, and agree that his or her electronic signature is the same as, and will havethe same force and effect as, his or her manual signature. The Optionee consents and agrees that any suchprocedures and delivery may be affected by a third party engaged by the Company to provideadministrative services related to the Plan.

12. Appendix . Notwithstanding any provision of the Agreement to the contrary, this Stock

Option grant and the Stock acquired under the Plan shall be subject to any and all special terms andprovisions as set forth in the Appendix, if any, for the Optionee’s country of residence (and country ofemployment, if different).

13. Severability . The provisions of this Agreement are severable and if any one or more

provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remainingprovisions shall nevertheless be binding and enforceable.

[Signaturepagefollows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its dulyauthorized officer. TRINSEO S.A. By: Name: Christopher D. Pappas Title: President and Chief Executive Officer Dated: [DATE] Acknowledged and Agreed: By [Optionee’s Name]

SignaturePagetoNon-StatutoryStockOptionAgreement

COUNTRY APPENDIXADDITIONAL TERMS AND CONDITIONS TO NON-STATUTORY STOCK OPTION

AGREEMENT This Country Appendix (“Appendix”) includes the following additional terms and conditions that governthe Optionee’s Stock Option for all Optionees that reside and/or work outside of the United States. Notifications This Country Appendix also includes information regarding exchange controls and certain other issues ofwhich the Optionee should be aware with respect to the Optionee’s participation in the Plan. Theinformation is based on the securities, exchange control and other laws in effect in the respectivecountries as of January 2017 . Such laws are often complex and change frequently. As a result, theCompany strongly recommends that the Optionee does not rely on the information in this CountryAppendix as the only source of information relating to the consequences of the Optionee’s participationin the Plan, because the information may be out of date at the time that the Stock Option or portionsthereof vest, or Stock is transferred upon exercise of the Stock Option, or the Optionee sells any Stockacquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Optionee’sparticular situation, and none of the Company, its Affiliates, nor the Administrator is in a position toassure the Optionee of a particular result. Accordingly, the Optionee is advised to seek appropriateprofessional advice as to how the relevant laws in the Optionee’s country of residence and/or work mayapply to the Optionee’s situation. Finally, if the Optionee transfers employment after the Grant Date, or is considered a resident of anothercountry for local law purposes following the Grant Date, the notifications contained herein may not beapplicable to the Optionee, and the Administrator shall, in its discretion, determine to what extent theterms and conditions contained herein shall be applicable to the Optionee. Terms and Conditions Applicable to All Non-U.S. Jurisdictions English Language . The Optionee acknowledges and agrees that it is the Optionee’s express intent thatthis Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedingsentered into, given or instituted pursuant to the Stock Option, be drawn up in English. If the Optionee hasreceived this Agreement, the Plan or any other rules, procedures, forms or documents related to the StockOption translated into a language other than English, and if the meaning of the translated version isdifferent than the English version, the English version will control. Repatriation; Compliance with Laws; Insider Trading . The Optionee agrees, as a condition of the grantof the Stock Option, to repatriate all payments attributable to the Stock Option and/or cash

acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the saleof the Stock acquired pursuant to the Agreement) in accordance with all foreign exchange rules andregulations applicable to the Optionee. The Company and the Administrator reserve the right to imposeother requirements on the Optionee’s participation in the Plan, on the Stock Option and on any Stockacquired or cash payments made pursuant to the Agreement, to the extent the Company, its Affiliates orthe Administrator determines it is necessary or advisable in order to comply with local law or to facilitatethe administration of the Plan, and to require the Optionee to sign any additional agreements orundertakings that may be necessary to accomplish the foregoing. Further, the Optionee agrees to take anyand all actions as may be required to comply with the Optionee’s personal legal and tax obligations underall laws, rules and regulations applicable to the Optionee. Finally, depending on Optionee's country ofresidence, Optionee may be subject to insider trading restrictions or market abuse laws, which may affectOptionee's ability to acquire or sell Stock or rights to Stock (e.g., stock options) under the Plan duringsuch times as Optionee is considered to have “inside information” regarding the Company (as defined bythe laws in the Grantee's country). Any restrictions under these insider trading or market abuse laws orregulations are separate from and in addition to any restrictions that may be imposed under any applicableCompany insider trading policy. Neither the Company, nor its Affiliates will be liable for any fines orpenalties that Optionee may incur as a result of Optionee's failure to comply with any applicable laws. Optionee should be aware that securities, exchange control, insider trading and other laws may changefrequently and often without notice. Optionee is hereby advised to confirm the legal obligations that mayarise from Optionee's participation in the Plan with a qualified advisor. Commercial Relationship . The Optionee expressly recognizes that the Optionee’s participation in thePlan and the Company’s Stock Option grant does not constitute an employment relationship between theOptionee and the Company. The Optionee has been granted a Stock Option as a consequence of thecommercial relationship between the Company and the Company’s Affiliate that employs the Optionee,and the Company’s Affiliate the Optionee’s sole employer. Based on the foregoing, (a) the Optioneeexpressly recognizes the Plan and the benefits the Optionee may derive from participation in the Plan donot establish any rights between the Optionee and the Affiliate that employs the Optionee, (b) the Planand the benefits the Optionee may derive from participation in the Plan are not part of the employmentconditions and/or benefits provided by the Affiliate that employs the Optionee, and (c) any modificationsor amendments of the Plan by the Company or the Administrator, or a termination of the Plan by theCompany, shall not constitute a change or impairment of the terms and conditions of the Optionee’semployment with the Affiliate that employs the Optionee. Private Placement . The grant of the Stock Option is not intended to be a public offering of securities inthe Optionee’s country of residence and/or employment but instead is intended to be a privateplacement. As a private placement, the Company has not submitted any registration statement,prospectus or other filings with the local securities authorities (unless otherwise required under locallaw), and the grant of the Stock Option is not subject to the supervision of the local securities authorities. Additional Acknowledgements . The OPTIONEE also acknowledges and agrees to the following:

The Plan is established voluntarily by the Company, it is discretionary in nature, and it may bemodified, amended, suspended, or terminated by the Company at any time, to the extent permittedby the Plan.

All decisions with respect to future Awards or other grants, if any, will be at the sole discretion of theCompany.

The future value of the Stock is unknown and cannot be predicted with certain ty. The Award and the Stock subject to the Award, and the income and value of same, are not part of

normal or expected compensation or salary for any purpose and are not intended to replace anypension rights or compensation.

Optionee's participation in the Plan is voluntary. No claim or entitlement to compensation or damages arises from the forfeiture of the Award on

the Stock Option, the termination of the Plan, or the diminution in value of the Stock Option orStock, and the Optionee irrevocably releases the Company, its Affiliates, the Administrator andtheir affiliates from any such claim that may aris e.

The Award and the Stock subject to the Award, and the income and value of same, are not part of

normal or expected compensation for purposes of calculating any severance, resignation,termination, redundancy, dismissal, end of service payments, bonuses, long-service awards,pension or retirement or welfare benefits or similar payments.

Unless otherwise agreed with the Company in writing, the Award and the Stock subject to the

Award, and the income and value of same, are not granted as consideration for, or in connectionwith, any service Optionee may provide as a director of the Company or its Affiliates.

Neither the Company nor its Affiliates shall be liable for any foreign exchange rate fluctuation

between Optionee's local currency and the U.S. Dollar that may affect the value of the StockOption or Stock or of any amounts due to Optionee pursuant to the settlement of the Stock Optionor the subsequent sale of Stock acquired upon settlement.

None of the Company, its Affiliates, nor the Administrator is providing any tax, legal or financial

advice or making any recommendations regarding the Optionee’s participation in the Plan, thegrant, vesting or settlement of the Optionee’s Stock Option, or the Optionee’s acquisition or saleof the Stock transferred upon exercise of the Stock Option. The Optionee is hereby advised toconsult with his own personal tax, legal and financial advisors regarding his participation in thePlan before taking any action related to the Plan.

BELGIUM Notifications Exchange Control Information . The Grantee is required to report any securities (e.g., Stock) or bankaccounts opened and maintained outside Belgium on his or her annual tax return. In a separate report,certain details regarding such foreign accounts (including the account number, bank name and country inwhich such account was opened) must be provided to the Central Contact Point of the National Bank ofBelgium. GERMANY Notifications Exchange Control Information . Cross-border payments in excess of €12,500 must be reported monthlyto the German Federal Bank. If the Optionee uses a German bank to transfer a cross-border payment inexcess of €12,500 in connection with the sale of the Stock acquired under the Plan, the bank will makethe report for the Optionee. HONG KONG Terms and Conditions Warning:TheStockOptionandanyStocktransferredpursuanttotheexerciseoftheStockOptiondonotconstituteapublicofferingofsecuritiesunderHongKonglawandareavailableonlytoemployeesofthe Company and its Affiliates. The Agreement, the Plan, and any rules, procedures, forms or otherincidentalcommunicationmaterialshavenotbeenpreparedinaccordancewithandarenotintendedtoconstitutea“prospectus”forapublicofferingofsecuritiesundertheapplicablesecuritieslegislationinHong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. TheStock Option and any related documentation are intended only for the personal use of each eligibleemployeeoftheCompanyoritsAffiliatesandmaynotbedistributedtoanyotherperson.IftheOptioneeisinanydoubtaboutanyofthecontentsoftheAgreement,thePlan,oranyrules,proceduresorforms,theOptioneeshouldobtainindependentprofessionaladvice.

Exercise of Stock Option. In the event that the Stock Option is settled within six months of the GrantDate, the Optionee agrees that the Optionee (or his / her beneficiary) will not sell or otherwise dispose ofany such Shares prior to the six-month anniversary of the Grant Date.

Wages . The Stock Option and Shares underlying the Stock Option do not form part of the Optionee'swages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

NETHERLANDS Notifications Securities Law Information . The Optionee should be aware of Dutch insider trading rules which mayimpact the sale of Stock issued to the Optionee upon exercise of the Stock Option. In particular, theOptionee may be prohibited from effectuating certain transactions if the Optionee has inside informationabout the Company. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insiderinformation” related to an issuing company is prohibited from effectuating a transaction in securities in orfrom the Netherlands. “Insider information” is defined as knowledge of specific information concerningthe issuing company to which the securities relate or the trade in securities issued by such company,which has not been made public and which, if published, would reasonably be expected to affect theshare price, regardless of the development of the price. The insider could be any employee of a Affiliatein the Netherlands who has inside information as described herein. Given the broad scope of thedefinition of inside information, certain employees working at the Company’s Affiliate in the Netherlandsmay have inside information and, thus, would be prohibited from effectuating a transaction in securitiesin the Netherlands at a time when they have such inside information. If the Optionee is uncertain whetherthe insider-trading rules apply to the Optionee, the Optionee should consult his personal legal advisor. SWITZERLAND Notifications

Securities Law Information . The Stock Option is not intended to be publicly offered in or fromSwitzerland. Neither this document nor any other materials relating to the Plan (i) constitutes aprospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations (ii) maybe publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will befiled with, approved or supervised by any Swiss regulatory authority, including the Swiss FinancialMarket Authority (FINMA).

Exhibit 31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Christopher D. Pappas, certify that:1. I have reviewed this quarterly report on Form 10-Q of Trinseo S.A.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

Date: May 3, 2017

By: /s/ Christopher D. Pappas Name: Christopher D. Pappas Title: Chief Executive Officer

Exhibit 31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Barry J. Niziolek, certify that:1. I have reviewed this quarterly report on Form 10-Q of Trinseo S.A.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

Date: May 3, 2017 J.

By: /s/ Barry J. Niziolek Name: Barry J. Niziolek Title: Chief Financial Officer

Exhibit 32.1

Certification of CEO Pursuant to 18 U.S.C. Section 1350,As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Trinseo S.A. (the “Company”) on Form 10-Q for the period ended March 31, 2017 (the“Report”), as filed with the Securities and Exchange Commission on the date hereof, I, the undersigned, certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities ExchangeAct of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition andresults of operations of the Company.

Date: May 3, 2017

By: /s/ Christopher D. Pappas Name: Christopher D. Pappas Title: Chief Executive Officer

Exhibit 32.2

Certification of CFO Pursuant to 18 U.S.C. Section 1350,As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Trinseo S.A. (the “Company”) on Form 10-Q for the period ended March 31, 2017 (the“Report”), as filed with the Securities and Exchange Commission on the date hereof, I, the undersigned, certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities ExchangeAct of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition andresults of operations of the Company.

Date: May 3, 2017 J.

By: /s/ Barry J. Niziolek Name: Barry J. Niziolek Title: Chief Financial Officer

Documents

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