SUCCESS OF RHODIA'S EUR 517.5 MILLION CONVERTIBLE BOND OFFERING SUBJECT TO AN INCREASE TO UP TO EUR 595.125 MILLION

Regulatory News: NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN This announcement is not an offer of securities in the United States or any jurisdiction other than France. The bonds (and the shares into which they may be converted or exchanged) may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act of 1933, as amended. Rhodia does not intend to register any portion of the proposed offering in the United States or to conduct an offering of securities in the United States. SUCCESS OF RHODIA'S €517.5 MILLION CONVERTIBLE BOND OFFERING SUBJECT TO AN INCREASE TO UP TO €595.125 MILLION Following the successful placement of its bonds convertible and/or exchangeable for new and/or existing shares ("OCEANE"), which was 15 times oversubscribed, Rhodia has fixed the definitive financial terms of the bonds due January 1, 2014. The principal amount of the bond issue is €517.5 million, after full exercise of an increase option of the initial amount. The offering may be increased up to a maximum of €595.125 million if the over-allotment option granted to the Global Coordinators, Joint Lead Managers and Joint Bookrunners is exercised in full and by April 25, 2007 at the latest. The nominal value of each bond corresponds to €48.10, providing a premium of 42% above the reference price(1) of Rhodia shares on Eurolist by Euronext Paris after taking into account the conversion/exchange rate. The bonds will give the right to the allotment of new and/or existing Rhodia shares at the rate of twelve shares for one bond, subject to any further potential adjustments. The bonds will bear interest at the annual rate of 0.5% and will be redeemed at a price of €54.46, which represents approximately 113.22% of their nominal value, on January 1, 2014, corresponding to a yield-to-maturity of 2.35%. The bonds may be redeemed before January 1, 2014, at the option of Rhodia or the bond holders under certain conditions. Settlement-delivery of the bonds is scheduled to take place on April 27, 2007. The bond offering is managed by CALYON, Credit Suisse and Société Générale Corporate & Investment Banking, Global Coordinators, Joint Lead Managers and Joint Bookrunners and by BNP Paribas and HSBC Bank Plc. as Co-Lead Managers. Rhodia is a global specialty chemicals company recognized for its strong technology positions in Performance Materials, Functional Chemicals and the Organics and Services clusters. Partnering with major players in the automotive, electronics, pharmaceuticals, agrochemicals, consumer care, tires, and paints and coatings markets, Rhodia offers tailor-made solutions combining original molecules and technologies to respond to customers’ needs. Rhodia subscribes to the principles of Sustainable Development communicating its commitments and performance openly with stakeholders. Rhodia generated sales of €4.8 billion in 2006 and employs around 16,000 people worldwide. Rhodia is listed on the Paris and New York stock exchanges. 1 This reference price is equal to the volume weighted average share price of the Rhodia share on the Eurolist market of Euronext Paris from the opening of the market on April 19, 2007 until the time on which the final terms of the bonds are fixed, ie €2.8228 . Principal terms and conditions of the Bonds convertible into and/or exchangeable for new or existing shares (OCEANE) (the "Bonds”) Issuer Rhodia S.A ("Rhodia” or the "Company”) Share Capital on December, 31, 2006 €1,204,186,174 divided into 1,204,186,174 ordinary shares Field of activity 1000: "Basic Materials” 1357: "Speciality Chemicals” Listing Codes FR0000120131 – RHA – Rhodia Main characteristics of the Offering Number of Bonds issued and nominal amount of the issuance The global nominal amount of the issuance is €517,500,011.60 represented by 10,758,836 bonds with the option to be converted and/or exchanged into new ordinary or existing shares of Rhodia S.A. (the "Bonds"). In addition, in order to cover over-allotments, if any, Rhodia S.A. (the "Company” or "Rhodia”) has granted to CALYON, Credit Suisse and Société Générale, Global Coordinators, Joint Lead Managers and Joint Bookrunners, an option equal to up to 15% of the global nominal amount of the issuance. This option may be exercised between the date on which the definitive terms of the Bonds are set and April 25, 2007. In the event of full exercise of these options, the global nominal amount of the issuance would be increased to €595,124,994.10, represented by 12,372,661 bonds. Nominal value of each Bond The nominal value of each Bond has been set at €48.10, representing, after accounting for the allotment ratio of 12 shares for one Bond, an issue premium of 42% above the reference price of the Rhodia share, i.e., €2.8228. The reference share price is equal to the weighted average share price of Rhodia shares on the Eurolist market of Euronext Paris from the opening of the market on April 19, 2007 until the time on which the final terms of the Bonds were fixed. Waiver of preferential subscription right and priority period The shareholders of the Company have waived their preferential subscription rights, and no priority period is applicable. Intention of the main shareholders No shareholder has given any information to the Company with respect to its intention to subscribe to the issuance. Subscription by the public After the attribution of a visa on a prospectus by the AMF, the offer will be open to the public in France between April 20, 2007 up to and including April 24, 2007. Placing agents The placing agents are CALYON, Credit Suisse and Société Générale, as Global Coordinators, Joint Lead Managers and Joint Bookrunners and BNP Paribas and HSBC Bank Plc as Co-Lead Managers. Underwriting The placing and the subscription of the issuance will be underwritten pursuant to a placing and underwriting agreement entered into by a banking syndicate led by CALYON, Credit Suisse and Société Générale, which may be terminated up to (and including) the date of settlement and delivery of the Bonds upon the occurrence of certain events that could jeopardize the success of the issuance. Issue price Par value, i.e. €48.10 per bond. Date of settlement — Date of issuance April 27, 2007 Interest rate The Bonds will bear interest at the annual rate of 0.5% per Bond payable in arrears on January 1st of each year. For the period starting on April 27, 2007 until December 31, 2007, interest will be calculated prorata temporis and paid on January 1, 2008. Term of Bonds 6 years and 249 days Redemption The Bonds will be redeemed in full on January 1, 2014 by repayment of €54.46, which is approximately 113.22% of the Bonds’ nominal value. Early redemption at the option of the Company The Company may redeem the Bonds prior to their maturity at any time as set out below: – without limitation on price or quantity, for all or a portion of the outstanding Bonds, by repurchase on or off the market or by way of public offers. – at any time, starting on April 27, 2009 and until the Bonds’ maturity date, at the Early Redemption Price, plus interest accrued since the last date of interest payments preceding the date of early redemption and up to the date of actual redemption, subject to a 30 calendar day advance notice in the following conditions: (i) starting on April 27, 2009 and until April 27, 2011, if the mathematical average, calculated for a period of 15 consecutive stock exchange trading days during which the share is quoted, chosen by the Company from among the 30 consecutive stock exchange trading days prior to the publication of the notice announcing the early redemption, of the products of the first quoted price of the share multiplied by the share allotment ratio in force as at that date, exceeds 170% of the Early Redemption Price and (ii) starting on April 28, 2011 and until the Bonds' maturity date, if the mathematical average, calculated for a period of 15 consecutive stock exchange trading days during which the share is quoted, chosen by the Company from among the 30 consecutive stock exchange trading days prior to the publication of the notice announcing the early redemption, of the product of the first quoted price of the share multiplied by the share allotment ratio in force as at that date, exceeds 135% of the Early Redemption Price. The Early Redemption Price shall be set in such a manner that, with accrued interest, it guarantees at the date of effective repayment to an initial subscriber of the Bonds (at the issuance date of the Bonds) a yield to maturity that is identical to that which it would have obtained from redemption upon maturity, namely a yield of 2.35% per year.   – for the entirety of the outstanding Bonds at the Early Redemption Price, plus interest accrued since the last date of interest payments (at the issuance date of the Bonds as the case may be) preceding the date of early redemption and up to the date of actual redemption, subject to the condition of a 30 calendar day advance notice if less than 15% of the issued Bonds are outstanding. Early redemption at the option of the Bond holders in the event of a change of control In the event of a change of control (control having the meaning given to it in article L. 233-3 of the French Commercial Code), any Bond holder may request the early redemption of all or part of its Bonds at the Early Redemption Price, for a period of 10 business days expiring at the latest 40 business days following notification of the change of control, plus interest accrued since the last date of interest payments (at issuance date of the Bonds as the case may be) preceding the date of early redemption and up to the date of actual redemption. Event of default The Bond holders’ meeting may render all the Bonds due and payable at the Early Redemption Price, plus interest accrued since the last date of interest payments (at issuance date of the Bonds as the case may be) preceding the early redemption date up to the date of actual redemption, upon the occurrence of certain events (default of payment, non-respect of provisions relating to the Bonds, cross default, early enforceability of other financial debts, bankruptcy proceedings, de-listing of the Company’s shares from a regulated market). Yield to maturity 2.35% as at the date of issuance of the Bonds (in case of failure to exercise the share allotment right and early redemption by repurchase or exchange). Status The Bonds and the interest thereon constitute direct, general, unconditional, unsubordinated, unsecured debts of the Company, ranking equally among themselves and ranking equally with all other unsecured debts and guarantees (subject to those which benefit from a legal preference) of the Company, whether present or future. Rating of the issuance On April 19, 2007, the Bonds have received a rating of B from Standard & Poor’s and a rating of B1 from Moody’s. Allotment of new and/or existing shares At any time from the date of issuance until the seventh business day preceding the redemption date or the early redemption date, the Bond holders may exercise their share allotment right at the rate of 12 Rhodia shares for one Bond, subject to any further adjustments. Should the shareholders at their general shareholders' meeting of May 3, 2007 approve the ninth resolution relating to the consolidation of the Company’s shares, the allotment ratio will be one share for one Bond, subject to any further adjustments. The Company may elect to allot new or existing shares or a combination of new and existing shares. Rights attached to new shares issued following a conversion The new shares issued following a conversion of Bonds will carry all rights attached to shares from the first day of the financial year during which the share allotment right has been exercised Rights attached to existing shares delivered following an exchange The existing shares delivered following an exchange of the Bonds will carry all rights attached to the shares. Applicable law French law. Paying Agent Centralized paying agent services (payment of interest, repayment of redeemed securities, centralization of applications for conversion and exchange, etc.), as well as depository services, will be provided by Société Générale. Clearing of the Bonds Application has been made to obtain the admission of the Bonds to the operations of Euroclear France (ISIN code FR0010464487), Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme Admission to trading of the Bonds Application has been made to request the admission of the Bonds to trading on the Eurolist market of Euronext Paris from their date of issuance Purpose of the offer The Bond issuance will allow the Company to improve its financial condition, namely by extending the average maturity of its debt, lowering its average cost and diversifying its sources of financing, while providing the Company the means to potentially reinforce its shareholders’ equity. The proceeds of the offer will be used to reimburse four of the Company’s senior "High Yield” notes. The principal amount of these various tranches amounts to approximately €560 million. Early redemption premiums are contractually defined and amount to approximately €25 million. The issuance will be simultaneously accompanied with the establishment of a new syndicated credit facility amounting to €600 million which will replace the existing financing upon more favorable terms. A portion of the credit facility may be used to repay the balance of the four mandatory "High Yield” notes mentioned above. This new syndicated credit facility will become available upon the fulfilment of conditions precedent applicable to the first drawdown. Admission to trading of the Rhodia shares Rhodia shares (ISIN code FR0000120131) are admitted to trading on the Eurolist market of Euronext Paris. Application will be made periodically for the admission to trading of the new shares resulting from conversions on the same market Indicative timetable April 19, 2007 Issuance of a press release by the Company announcing the launching of the Bonds offering   Book-building for the Institutional Offer   Determination of the definitive terms and conditions of the issuance of the Bonds   Issuance of a press release by Rhodia describing the definitive terms and conditions of the issuance of the Bonds   Visa of the Autorité des marchés financiers on the prospectus relating to the Bonds   Issuance of a press release by the Company announcing the visa on the prospectus relating to the Bonds April 20, 2007 Public subscription period in France begins April 23, 2007 Publication of the summary of the prospectus at least in one financial newspaper of national circulation   Publication of the notice in the Bulletin des Annonces légales et Obligatoires April 24, 2007 Public subscription period in France ends April 25, 2007 Deadline for exercise of the over-allotment option if applicable   If applicable, issuance of a press release by Rhodia indicating the definitive amount of the issuance following the exercise of the over-allotment option April 27, 2007 Settlement - delivery of the Bonds   Admission of the Bonds to trading on the Eurolist market of Euronext Paris This press release does not constitute an offer to subscribe and the offer of the bonds will not constitute an offer to the public in any jurisdiction other than France. - in France, the offer of the bonds has initially been reserved to qualified investors as defined in article L. 4II-2 of the Financial and Monetary Code (Code monétaire et financier); and - a prospectus will be submitted to the approval of the Autorité des marchés financiers in order to allow the public to subscribe during a period of three trading days. No communication or information relating to the issue by Rhodia of bonds convertible into and/or exchangeable for new and/or existing shares may be distributed to the public in any jurisdiction in which registration or approval is required. No steps have been or will be taken in any jurisdiction outside France where such steps would be required. The issue or the subscription of the bonds may be subject to specific legal or regulatory restrictions in certain jurisdictions. Rhodia assumes no responsibility for any violation of such restrictions by any person. This document is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003 (as implemented in each member State of the European Economic Area (the « Member States »)), (the « Prospectus Directive »). With respect to each member State other than France which has implemented the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of the bonds requiring a publication of a prospectus in any relevant member State. As a result, the bonds may only be offered in relevant member States: - to legal entities which are authorised or licensed to operate in the financial markets and to legal entities whose corporate purpose is solely to place securities; - to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43 million; and (3) an annual net turnover of more than € 50 million, as shown in its last annual or consolidated accounts; - in any other circumstances, not requiring Rhodia to publish a prospectus as provided under article 3(2) of the Prospectus Directive. This press release is directed only at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments ("investment professionals”) within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order”) or (iii) are "high net worth entities” or all other persons to whom this document can be legally communicated falling within Article 49(2) (a) to (d) of the Order (hereafter "Qualified Person”). The bonds will only be made available to Qualified Persons and any solicitation, offer or any contract relating to the subscription, the purchase or the acquisition of the bonds may only be undertaken to or for the attention of Qualified Persons. Any person who is not a Qualified Person should not rely on this document or any of its contents. The offer has not been registered with the Commissione Nazionale per le Società e la Borsa ("CONSOB”) pursuant to the Italian securities legislation and, accordingly, the bonds have not been and will not be offered in a solicitation to the public at large ("sollecitazione all’investimento”). Therefore, (i) the bonds may only be offered, transferred or delivered within the territory of the Italian Republic and (ii) copies of this announcement or any other document relating to the offering may only be distributed or made available in the Italian Republic (a) to qualified investors (operatori qualificati) as defined in Article 31.2° of CONSOB regulation n° 11522 of July 1st, 1998, as amended ("Regulation n° 11522”) or (b) in circumstances where an exemption from the rules governing solicitations to the public at large applies, pursuant to Article 100 of Legislative Decree n° 58 of February 24th, 1998, (the "Financial Services Act”), and Article 33, first paragraph, of CONSOB Regulation n° 11971 of May 14th, 1999. In addition, any offer of the bonds or distribution of any other document relating to the offering must take place (a) via a provider of investment services, a bank or an intermediary licensed to carry out such activities in Italy, in compliance with the legislative decrees n° 58 of February 24th, 1998 and n° 385 of September 1st, 1993 (the "Banking Law”) and Regulation n° 11522, and (b) in conformity with all applicable Italian regulations and all other conditions or limitations that may be imposed by Italian authorities concerning securities, tax matters and exchange controls. The bonds have not been and will not be offered, sold or distributed by a network of retail banks, on the primary or secondary market, to a resident in Italy. This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). They may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. Rhodia has no intention of registering all or part of the offer in the United States or making a public offering in the United States. Stabilisation activities, if any, will be conducted in accordance with applicable laws and regulations. The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia. This press release cannot be published or distributed in the United States, Canada, Japan or Australia.