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1.	To consider and vote on a non-binding advisory resolution approving the compensation of our named executive officers;

2.	To elect the eleven nominees named in the accompanying Proxy Statement to the Board of Directors to serve for the ensuing year or until their successors are duly elected and qualified;

3.	To approve the amendment and restatement of our Amended and Restated Articles of Incorporation to adopt a majority shareholder vote standard for extraordinary transactions;

4.	To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and

5.	To conduct any other business which may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Organically grow Lithium production capacity: 165,000 MT LCE by 2021

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•	Expand Catalysts segment through targeted research and development

•	Support Lithium segment growth through strong cash flow from mature businesses

•	Support growth through productivity and operational excellence

•	Strong growth compared to 2016:

◦	19% growth in adjusted EBITDA

◦	29% growth in adjusted diluted earnings per share

•	2017 cash generation from Bromine Specialties and Refining Solutions as well as active portfolio management drove robust balance sheet to support Lithium investment

•	Lithium production capacity expansion for 2021 on track; wave II and III expansion accelerating

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•	Target Total Direct Compensation is at the median of the peer group

•	Pay mix: 84% of CEO pay is based on company performance

•	50% of CEO equity is based on Relative Total Shareholder Return

•	CEO pay shows a strong correlation between 3 year realizable pay and 3 year total shareholder return

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•	84% of CEO target total direct compensation (and 77% on average for all NEOs) is incentive-based.

•	CEO compensation over a three-year period shows a strong correlation between realizable pay and total shareholder return relative to our Peer Group, with our performance rank well aligned with our pay rank.

•	Performance metrics aligned with our Peer Group and our company goals: annual Adjusted EBITDA(1) and Adjusted Free Cash Flow(1) and Relative Total Shareholder Return (“TSR”) measured over a 3-year performance period.(1)

•	Focused Peer Group of similarly-sized companies.

(1)	See pages 14 and 19 for a discussion of how Adjusted EBITDA, Adjusted Free Cash Flow and TSR are calculated.

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•	Our Annual Incentive Plan (AIP) performance was above target, with Company performance resulting in a payout of 156%;

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•	Base salary in the year it is earned;

•	Annual incentive compensation paid for the year it is earned; and

•	“In-the-money” value of outstanding equity awards, calculated based on stock price at year-end 2017 rather than the grant date fair value. The use of an end-of-year stock price directly correlates the value of an executive’s equity with the return our shareholders receive from investing in our common stock over the same period.

•	TSR based on the three year performance period 2015-2017;

•	Mr. Kissam’s realizable pay based on the period 2015-2017;

•	Peer Group CEO pay based on the period 2014-2016 (as more recent data was not available at the time this Proxy Statement was issued).

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•	Support our Business Strategy – We align our programs with business strategies focused on long-term growth and sustained shareholder value. Our plans provide incentives to our NEOs to overcome challenges and exceed our Company goals.

•	Pay for Performance – A large portion of our executive pay is dependent upon the achievement of specific corporate, business unit and individual performance goals. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.

•	Pay Competitively – We set target compensation to be at or around the market median relative to the companies that make up our Peer Group.

•	Discourage Excessive Risk-taking – Our compensation programs are balanced and designed to discourage excessive risk-taking.

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•	No longer included:

◦	Cytec Industries Inc., Sigma-Aldrich Corporation and Chemtura were acquired.

◦	PPG Industries, Inc., Huntsman Corporation and Eastman Chemical Company are no longer included as their projected sales are more than 300% of Albemarle's projected sales.

•	New to the 2017 Peer Group:

◦	The Chemours Company, PolyOne Corporation, Scotts Miracle-Gro Company, International Flavors & Flagrances, Inc., Minerals Technologies Inc., and Koppers Holdings Inc.

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•	The competitive data (Peer Group and other survey data), focusing on the median data as a starting point;

•	Each NEO’s performance;

•	Each NEO’s scope of responsibility and impact on the Company’s performance;

•	Internal equity – an NEO’s compensation relative to his or her peers, direct reports and supervisors;

•	The recommendations of the Board’s independent executive compensation consultant, Pearl Meyer, with respect to the NEOs; and

•	The CEO’s recommendations for his direct reports.

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•

The level of Adjusted EBITDA aligned with the Target payout level was the 2017 operating plan amount, and represented growth over 2016 Adjusted EBITDA (excluding EBITDA generated by Chemetall, which was divested mid December 2016). Adjusted EBITDA is defined as total Albemarle earnings before interest, tax, depreciation and amortization, as adjusted for non-recurring, non-operating and special items.

•

The Committee focuses on Adjusted Free Cash Flow as a performance measure aligned with our objectives of generating cash for debt reduction and growth and reducing our investment in working capital. The target payout level was set at a lower level than our 2016 Adjusted Free Cash Flow (excluding Free Cash Flow generated by the Chemetall® Surface Treatment business, which was divested mid December 2016), because our investment plan included an increase of $208 million of capital expenditures, due to the growth in the lithium business. Our 2017 Adjusted Free Cash Flow is defined as cash flow from operating activities, as shown on the Statement of Cash Flows and adjusted to exclude pension contributions and dividends from joint ventures and add back net income from joint ventures, and adjusted for non-recurring, non-operating and special items.

•	The superior performance levels for both of these metrics were set at levels by the Committee that were believed to be realistic, but only as the result of exceptional performance.

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•

Stewardship metrics were included because they are critical to our license to operate and consistent with our values. These objectives were challenging, as the Committee set quantitative target and superior levels of performance for each of these metrics at levels that required year-over-year improvement, with no payout earned for any one individual Stewardship metric if target performance for that metric was not achieved.

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•	The grant is performance-based to ensure payout opportunities are aligned with shareholder interests.

•	The grant is also competitive in nature and as such reflects performance and payout opportunities aligned with the Peer Group and the broader market in which we compete for talent.

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•	Health and dental insurance (Company pays a portion of costs);

•	Basic life insurance;

•	Long-term disability insurance;

•	Participation in the Albemarle Corporation Savings Plan (the “Savings Plan”), including Company matching and defined contribution pension contributions;

•	Participation in the EDCP (see below for definition);

•	Participation in Albemarle Corporation Pension Plan, defined below, for those executives hired prior to 2004 (Messrs. Kissam, Juneau and LaBauve only); and

•	Matching charitable contributions.

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•	Sets NEO base salaries;

•	Reviews financial and operational goals, performance measures and strategic and operating plans for the Company;

•	Establishes specific goals, objectives and potential awards for the AIP and LTIP;

•	Reviews annual and long-term performance against goals and objectives and approves payment of any incentive earned;

•	Reviews contractual agreements and benefits, including supplemental retirement and any payments that may be earned upon termination, and makes changes as appropriate;

•	Reviews incentive plan designs and makes changes as appropriate; and

•	Reviews total compensation to ensure compensation earned by NEOs is fair and reasonable relative to corporate and individual performance.

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(1)

Includes the following: personal financial consulting expenses paid by the Company on behalf of each named executive officer other than Mr. LaBauve; annual credit card fees for Messrs. Kissam and Tozier and Ms. Narwold; and personal use of Company aircraft for Messrs. Kissam and LaBauve. The aircraft fees are calculated based on a cost per hour that reflects the incremental cost to the company for operating the aircraft.

•	The balance between annual and long-term performance opportunities;

•	Alignment of our programs with business strategies focused on long-term growth and sustained shareholder value;

•	Dependence upon the achievement of specific corporate and individual performance goals that are objectively determined with verifiable results;

•	The corporate goals include both financial and stewardship metrics (safety and environment) and have pre-established Threshold, Target and Maximum award limits;

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•	The Executive Compensation Committee’s ability to consider non-financial and other qualitative performance factors in determining actual compensation payouts;

•	Stock ownership guidelines that are reasonable and align executives’ interests with those of our shareholders; and

•	Forfeiture and recoupment policy provisions in the Plan for cash and equity awards.

•	Authorizes the granting of annual and long-term cash incentive awards, stock options, stock appreciation rights, performance shares, restricted stock, RSUs and other incentive awards, all of which may be made subject to the attainment of performance goals recommended by management and approved by the Executive Compensation Committee;

•	Provides for the enumeration of the business criteria on which performance goals are to be based; and

•	Establishes the maximum share grants or awards (or, in the case of cash incentive awards, the maximum compensation) that can be paid to a participant under the Plan.

•	The awards of PSUs vest 50% at the time the Executive Compensation Committee determines the performance relative to the goals after the end of the three-year performance period, and the remaining 50% vests on the following January 1.

•	The 2017 stock options fully vest on the third anniversary of the grant date.

•	The 2017 award of RSUs will vest 50% on the third anniversary of the grant date, while the remaining 50% will vest on the fourth anniversary of the grant date.

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1	For additional information with respect to the plan-based awards, please see “Compensation Discussion and Analysis” beginning on page 7.

2	Reflects the full grant date fair market value of the PSU award made February 24, 2017, with a performance measure of TSR calculated at 100% of Target level that vests 50% in 2020 and 50% in 2021 if the performance metrics are met. Assumes a fair value per share of $116.43 using the Monte Carlo valuation method.

3	Reflects the full grant date fair market values of the RSU award made February 24, 2017. The restricted stock units will vest in equal increments on the third and fourth anniversaries of the grant date.

4

On February 24, 2017, the Executive Compensation Committee approved grants of 35,740, 8,935, 8,042, and 5,361 options to Mr. Kissam, Mr. Tozier, Ms. Narwold, and Mr. Juneau, respectively, under the Plan. Assumes a fair value per share of $27.98 under the Black Scholes fair value model. The exercise price of each stock option is $92.93, which represents the closing price of our Common Stock as of the date of the grants. The options will cliff vest on the third anniversary of the date of grant, or February 24, 2020. The expiration date of the options is February 23, 2027, ten years from date of grant. If the individual terminates employment with us for any reason prior to the full vesting of such award, the unvested portions of such award will be forfeited. However, if the individual retires, becomes disabled, dies, or is terminated by the company without cause, then the individual will become vested in a pro-rata portion of the stock options.

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(1)	The vesting dates for the stock options outstanding are as follows per option grant date:

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(2)	Based on the closing price per share of Common Stock on December 29, 2017, which was $127.89.

(3)	Reflects a RSU award granted in 2015 that cliff vests on the third anniversary date of the grant, May 8, 2018. The RSU award converts 1-for-1 into shares of our Common Stock upon vesting. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(4)	Reflects a RSU award granted in 2016 that will vest 50% in 2019 with the remaining 50% vesting in 2020. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(5)	Reflects a RSU award granted in 2016 that cliff vests on the third anniversary date of the grant, May 12, 2019. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(6)	Reflects a RSU award granted in 2017 that will vest 50% in 2020 with the remaining 50% vesting in 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(7)	Reflects a PSU award granted in 2014 that vested 50% in 2017 with the remaining 50% having vested on January 1, 2018. Assumes 100% vesting of the award at the earned amount of 200% Superior level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(8)	Reflects a PSU award granted in 2015 that if earned will vest 50% in 2018 with the remaining 50% vesting on January 1, 2019. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(9)	Reflects a PSU award granted in 2016 that if earned will vest 50% in 2019 with the remaining 50% vesting on January 1, 2020. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(10)	Reflects a PSU award granted in 2017 that if earned will vest 50% in 2020 with the remaining 50% vesting on January 1, 2021. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

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(1)	On July 7, 2017, Mr. Kissam exercised and sold options for 50,000 shares of Common Stock at a grant price of $22.45 and a sale price of $110.084764.

(2)	On July 7 2017, Mr. Tozier exercised and sold options for 25,000 shares of Common Stock at a grant price of $56.16 and a sale price of $110.125881.

(3)	On June 19, 2017, Ms. Narwold exercised and sold options for 20,000 shares of Common Stock at a grant price of $42.13 and a sale price of $108.157339.

(4)	On August 23, 2017, Ms. Narwold exercised and sold options for 11,500 shares of Common Stock at a grant price of $56.16 and a sale price of $115.949000.

(5)	A PSU award granted in 2014 vested on January 1, 2017. The value realized on vesting was calculated using a value of $86.08 per share, which was the closing price of our Common Stock on the New York Stock Exchange (“NYSE”) on December 31, 2016.

(6)	A PSU award granted in 2015 vested on February 24, 2017. The value realized on vesting was calculated using a value of $92.93 per share, which was the closing price of our Common Stock on the NYSE on February 24, 2017. This represents 50% of the award. The remaining 50% vested on January 1, 2018.

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(1)	The differences in service between the qualified Pension Plan and the SERP are generally due to rounding differences. The qualified plan bases credited service on hours worked during the year, whereas the SERP special 4% pension benefit bases credited service on the completed years and months of employment. Credited Service for both plans froze as of 12/31/2014.

(2)	For the qualified Pension Plan, pension earnings are limited by the 401(a)(17) pay limit. A temporary supplemental early retirement allowance of $5 per month per year of service is payable from the Pension Plan for participants who retire at age 60 with at least 15 years of service. SERP pay for the special 4% benefit includes 100% of cash incentive bonuses paid during the year.

(3)	The named individuals are vested in their SERP benefits.

(4)	The present value of accumulated benefits including supplements, if any, is based on the actuarial present value of benefits payable at age 60, the earliest age at which unreduced benefits are payable. The following assumptions were used to determine the above present values:

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(1)	Amounts reflected are based on activities recorded by Merrill Lynch, the plan’s administrator, as of December 31, 2017.

(2)	All amounts are reported as compensation to the named executive officers in the Summary Compensation Table.

(3)	Amounts reflected are based on aggregate earnings and gain/loss in last FY.

(4	)Ending balances include Saving Plan’s make-up contributions and Company contributions on deferred base salary and/or cash incentive awards of the following amounts: Mr. Kissam: $143,625; Mr. Tozier: $60,325; Ms. Narwold: $53,463; Mr. Juneau: $48,523 and Mr. LaBauve: $14,170.

(5)	Executive contributions included in aggregate balance that are reported as compensation to the named executive officers in the Summary Compensation Table in 2015, 2016 and 2017 are as follows: Mr. Juneau: $109,852 (2017), $79,562 (2016) and $43,521 (2015).

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(1)	Post-change in control payments for executives other than Mr. LaBauve are provided only under the individual severance compensation agreements described below.

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•

Any person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) becomes the direct or indirect beneficial owner of 20% or more of the combined voting power of our then-outstanding voting securities (other than as a result of an issuance of securities approved by Continuing Directors (as defined below) or open-market purchases approved by Continuing Directors at the time of purchase), unless (in the case of beneficial ownership that does not exceed 30% of such voting securities) at least two-thirds of Continuing Directors determine that such event does not constitute a “change in control”;

•	As a result of a reorganization, merger, share exchange or consolidation (each, a “Business Combination”), a contested election of Directors, or a combination thereof, the Continuing Directors cease to constitute a majority of our or any successor’s board of directors within two years of the last of such transaction(s); or

•

There is a shareholder-approved Business Combination unless (a) all or substantially all of our outstanding voting securities’ beneficial owners immediately prior to the Business Combination own more than 60% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of Directors resulting from the Business Combination (with no one person owning more than 30%), in substantially the same proportions as immediately before the Business Combination and (b) at least a majority of the post-Business Combination Directors are Continuing Directors.

(1)	We do not provide our executives with excise tax gross ups for change in control payments.

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(2)

As described above, upon termination following a change in control, the named executive officer would be entitled to a lump-sum severance payment equal to two times annual base compensation and target annual variable compensation (except that Mr. Kissam would be entitled to two times annual base compensation and the higher of target variable compensation for the year the change in control occurs or the actual annual variable compensation for the year preceding the change in control), in all cases reduced by the non-competition payment amount as determined by a third-party in the business of valuing non-competition payments in return for an agreement not to compete for a two-year period post-termination. As the non-competition payment is not determinable at this time, only the total severance payment amount without the reduction, is reflected in the table.

(3)

This amount includes (i) outplacement counseling and financial counseling, in each case not to exceed $25,000, (ii) estimated relocation benefits if the executive has relocated within two years prior to the change in control and is relocating back to his/her original location, and (iii) the value of medical, dental and vision benefits continuation for (a) two years post-termination for Mr. Kissam and (b) 18 months post-termination for Messrs. Tozier and Juneau and Ms. Narwold.

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•	We use the market median as our reference point for our compensation and benefits program

•	The market median is specific for the country in which we compete for talent

•	The market median is also specific for the job level for each of our employees

•	The market median also determines the mix between base pay, short term incentive pay, long term equity and benefits; as the job level increases we typically see an increase on total compensation as well as an increase in that portion of total compensation that is equity based and the portion that is based on performance

•	Employee population

◦	We used our global system of record for all of our employees worldwide.

◦	We included all employees, whether a salaried employee or an hourly worker, and whether employed on a full-time, part-time, or seasonal basis.

◦	We used November 15, 2017 as our record date.

◦	To allow for comparisons across international jurisdictions, we converted into U.S. dollars any base cash compensation amounts denominated in non-U.S. currencies.

◦	We did not adjust for global cost of living differences.

•	Consistently applied compensation measure

◦	We determined the median employee annual total compensation by using a consistently applied compensation measure, namely, base salary or wages (“base cash compensation”), for all individuals, excluding our CEO, who were employed by us on November 15, 2017.

◦	For part-time workers, we did not adjust base cash compensation to the equivalent for a full time employee.

◦	We annualized the compensation for all permanent employees (full or part-time) who were not employed by us for all of 2017.

◦	For hourly employees base cash compensation is based on their hourly rate in combination with their standard hours of work.

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(1)	We have no equity compensation plans that are not shareholder approved.

(2)	Amount includes, in addition to outstanding options and restricted stock unit awards payable in shares, 60,882 units, 170,413 units, 120,311 units and 81,397 units of the 2014, 2015, 2016 and 2017 Performance Unit Awards at Target, respectively.

(3)	Amount includes, in addition to outstanding options and restricted stock unit awards payable in shares, zero Performance Unit Awards at Target.

(4)	Amount reflects 46,516 deferred units invested in phantom shares under the 2013 Directors Plan (defined below) that are to be paid in shares at a future time under the terms of the Plan.

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•	In 2017, Pearl Meyer only provided compensation advisory services to the Executive Compensation Committee and the Nominating & Governance Committee;

•	The ratio of Pearl Meyer’s fees from the Company to Pearl Meyer’s total revenue over the last 12 months is less than 1%;

•	Pearl Meyer maintains a conflicts policy to prevent a conflict of interest or any other independence issue;

•	None of the individuals on the Pearl Meyer team assigned to the Company has any business or personal relationship with members of the Executive Compensation Committee outside the engagement;

•	Neither the individuals on the Pearl Meyer team assigned to the Company, nor to our knowledge, Pearl Meyer, has any business or personal relationship with any of our executive officers outside the engagement; and

•	None of the individuals on the Pearl Meyer team assigned to the engagement maintains any direct individual position in our stock.

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(1)	Amounts shown include fees that have been deferred at the election of the Director under the 2013 Directors Plan and, as applicable, its predecessor deferred compensation plans.

(2)

Amounts shown represent the aggregate grant date fair value of stock awards recognized in fiscal year 2016 in accordance with FASB ASC Topic 718. Each non-employee Director received 1,150 shares of Common Stock (some of which were deferred by certain Directors) for service as a Director in July 2017. In accordance with the 2013 Directors Plan, non-employee Directors received shares of Common Stock equal to $120,000 divided by the closing price per share of Common Stock on July 3, 2017, which was $106.03, rounded up to the nearest 25-share increment. The amounts set forth above reflect our accounting expense for these awards and do not correspond to the actual value that will be recognized by each of the non-employee Directors. All shares granted pursuant to the 2013 Directors Plan will not vest until the first anniversary of their grant date.

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*	Calculated based upon [XX] shares of Common Stock outstanding as of March 8, 2018.

(1)

Based solely on the information contained in the Schedule 13G Amendment filed by The Vanguard Group (“Vanguard”) with the SEC on February 8, 2018. Vanguard had sole voting power over 154,945 shares of Albemarle’s Common Stock, shared voting power over 21,656 shares of Albemarle’s Common Stock, sole dispositive power over 12,889,268 shares of Albemarle’s Common Stock and shared dispositive power over 172,281 shares of Albemarle’s Common Stock.

(2)

Based solely on the information contained in the Schedule 13G Amendment filed by Franklin Resources, Inc. (“Franklin Resources”), and Charles B. Johnson and Rupert H. Johnson, Jr., individuals who are control persons of Franklin Resources, Franklin Templeton Investments (Asia) Ltd (“FTI Asia”), Fiduciary Trust Company International (“Fiduciary Trust”), and Franklin Advisors, Inc. (“Franklin Advisors”) with the SEC on February 5, 2018. Each of Franklin Resources, Charles B. Johnson and Rupert H. Johnson, Jr. had sole voting power over no shares of Albemarle’s Common Stock, shared voting power over no shares of Albemarle’s Common Stock, sole dispositive power over no shares of Albemarle’s Common Stock and shared dispositive power over no shares of Albemarle’s Common Stock. FTI Asia had sole voting power over 500 shares of Albemarle’s Common Stock, shared voting power over no shares of Albemarle’s Common Stock, sole dispositive power over 500 shares of Albemarle’s Common Stock and shared dispositive power over no shares of Albemarle’s Common Stock. Fiduciary Trust had sole voting power over 4,501 shares of Albemarle’s Common Stock, shared voting power over no shares of Albemarle’s Common Stock, sole dispositive power over 4,566 shares of Albemarle’s Common Stock and shared dispositive power over no shares of Albemarle’s Common Stock. Franklin Advisors had sole voting power over 8,630,942 shares of Albemarle’s Common

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(3)

Based solely on the information contained in the Schedule 13G Amendment filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 8, 2018. BlackRock had sole voting power over 7,096,981 shares of Albemarle’s Common Stock, shared voting power over 1,857 shares of Albemarle’s Common Stock, sole dispositive power over 8,061,848 shares of Albemarle’s Common Stock and shared dispositive power over 1,857 shares of Albemarle’s Common Stock.

(4)

Based solely on the information contained in the Schedule 13G filed by Prudential Financial, Inc. (“Prudential”) with the SEC on January 19, 2018. Prudential, through its parent/subsidiary relationship with Jennison Associates LLC and Quantitative Management Associate LLC, had sole voting power over 394,347 shares of Albemarle’s Common Stock, shared voting power over 4,362,968 shares of Albemarle’s Common Stock, sole dispositive power over 394,347 shares of Albemarle’s Common Stock and shared dispositive power over 7,639,502 shares of Albemarle’s Common Stock.

(5)

Based solely on the information contained in the Schedule 13G filed by Jennison Associates LLC (“Jennison”) with the SEC on February 13, 2018. Jennison had sole voting power over 4,600,148 shares of Albemarle’s Common Stock, shared voting power over no shares of Albemarle’s Common Stock, sole dispositive power over no shares of Albemarle’s Common Stock and shared dispositive power over 7,876,682 shares of Albemarle’s Common Stock

(6)

Based solely on the information contained in the Schedule 13G filed by State Street Corp. (“State Street”) with the SEC on February 13, 2018. State Street had sole voting power over no shares of Albemarle’s Common Stock, shared voting power over 5,961,768 shares of Albemarle’s Common Stock, sole dispositive power over no shares of Albemarle’s Common Stock and shared dispositive power over 5,961,768 shares of Albemarle’s Common Stock.

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*	Indicates beneficial ownership of [XX] of Common Stock. Calculated based upon [X] shares of Common Stock outstanding as of March 8, 2018 and assuming conversion or exercise of such holder’s options, as the case may be, for purposes of calculating the total number of shares outstanding, but not the conversion or exercise of securities held by third parties.

(1)	The amounts in this column include shares of Common Stock with respect to which certain persons had the right to acquire beneficial ownership within 60 days of March 8, 2018: [Mr. Kissam: [XX] shares; Mr. Juneau: [XX] shares; Mr. Tozier: [XX] shares; Ms. Narwold: [XX] shares; and Mr. LaBauve: [XX] shares].

(2)	The amounts in this column reflect phantom shares held in the deferred stock account of each person and represent an equivalent number of shares of Common Stock. Although such shares are not “beneficially owned” as defined under SEC rules, we believe that inclusion of such shares gives our shareholders important additional information regarding the shareholdings of our Directors.

(3)	Includes 12,034 shares held in the Albemarle Savings Plan.

(4)	Includes 8,132 shares held in the Albemarle Savings Plan.

(5)	Includes 9,371 shares held in the Albemarle Savings Plan.

(6)	Includes 521 shares held in the Albemarle Savings Plan.

(7)	Shares held jointly with spouse.

(8)	Includes 1,537 shares held in the Albemarle Savings Plan.

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A:	The accompanying proxy is solicited on behalf of the Board of Directors of Albemarle. We are providing these proxy materials to you in connection with the 2018 annual meeting of shareholders (the “Meeting”). As a Company shareholder, you are invited to attend the Meeting and are entitled and encouraged to vote on the matters described in this Proxy Statement.

A:	You may vote all shares of our Common Stock that you owned at the close of business on Thursday, March 8, 2018, the record date (“Record Date”). On the Record Date, the Company had [XX] shares of Common Stock outstanding and entitled to vote at the Meeting. Each share of Common Stock you held on the Record Date is entitled to one vote.

A:

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document also is called a proxy. Mr. Luther C. Kissam IV and Ms. Karen G. Narwold have been designated as proxies or proxy holders for the Meeting. Proxies properly executed and received by our Secretary prior to the Meeting and not revoked will be voted by the proxy holders in accordance with the instructions provided.

A:	If you hold your shares of Common Stock in “street name,” you are a beneficial owner of those shares and should receive a “voting instruction form” from your bank, broker or its nominee who is the record holder of those shares. The voting instruction form provides information on how you may instruct your bank, broker or its nominee, as record holder, to vote your shares of Common Stock.

Q5:	Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:

In accordance with rules adopted by the SEC, we may furnish proxy materials (including this Proxy Statement and our Annual Report) to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to most of our shareholders, instructs you as to how you may access and review proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

•	View our proxy materials for the Meeting on the Internet and vote your shares; and

•	Instruct us to send our future proxy materials to you electronically by email.

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A:	There are four proposals to be considered and voted on at the Meeting. Please see the information included in the Proxy Statement relating to these proposals. The proposals to be voted on are as follows:

1.	To approve the non-binding advisory resolution approving the compensation of our named executive officers;

2.	To elect each of the eleven nominees named in this Proxy Statement to the Board of Directors of the Company, to serve a one-year term expiring at the earlier of the 2019 annual meeting of shareholders or upon his or her successor being elected and qualified;

3.	To approve the amendment and restatement of our Amended and Restated Articles of Incorporation to adopt a majority shareholder vote standard for extraordinary transactions; and

4.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

A:

In order for the Meeting to be conducted, a majority of the outstanding shares of Common Stock as of the Record Date must be present in person or represented by proxy at the Meeting. This is referred to as a quorum. Abstentions, withheld votes and shares held of record by a bank, broker or its nominee (“broker shares”) pursuant to a signed proxy or voting instruction form that are voted on any matter (including an abstention or withheld vote by broker shares) are included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

Q9:	What vote is needed to approve the non-binding resolution approving the compensation of our named executive officers?

A:

The approval of the non-binding resolution approving the compensation of our named executive officers requires that the votes cast in favor of the proposal exceed the number of votes cast in opposition to the proposal. Because your vote on this proposal is advisory, it will not be binding on the Board of Directors or the Company. However, the Board of Directors will review the voting results on this resolution and take them into consideration when making future decisions regarding executive compensation.

A:

The election of each nominee for Director requires that the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of the shareholders if, as of the tenth day preceding the date the Company first mails its notice of meeting for such meeting to the shareholders of the Company, the number of nominees for director exceeds the number of directors to be elected (a contested election). If directors are to be elected by a plurality of the votes cast, the shareholders shall not be permitted to vote against a nominee. In uncontested elections, any Director

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Q11:	What vote is needed to approve the amendment to the Amended and Restated Articles of Incorporation?

A:	The approval of the amendment to the Amended and Restated Articles of Incorporation requires an affirmative vote of a majority of shares entitled to vote.

A:	The ratification of the appointment of PricewaterhouseCoopers LLP requires that the number of votes cast in favor of, exceeds the number of votes cast in opposition to, the ratification.

A:	The Board of Directors recommends that shareholders vote “FOR” approval of the non-binding advisory resolution approving the compensation of our named executive officers, “FOR” all proposed Director nominees, “FOR” the approval of the amendment to the Amended and Restated Articles of Incorporation and “FOR” the ratification of the appointment of PwC.

A:	If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered a shareholder of record with respect to those shares. If you are a shareholder of record, you may vote your shares using any of the following proxy voting alternatives:

•	By Internet at http://www.ProxyVote.com. Use the Internet to transmit your proxy instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on Monday, May 7, 2018.

•	By Telephone by dialing 1.800.690.6903. Use any touch tone telephone to transmit your proxy instructions up until 11:59 p.m., Eastern Time, on Monday, May 7, 2018.

•	By Mail by completing, signing, dating and returning the enclosed proxy in the postage-paid envelope provided.

•	In Person at the Meeting.

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Q15:	How will my shares be voted if I sign, date and return my proxy or voting instruction form, but do not provide complete voting instructions with respect to each proposal?

A:

Shareholders should specify their choice for each matter on the proxy they submit whether by Internet, telephone, mail or voting instruction form. If no specific instructions are given, it is intended that signed and returned proxies will be voted “FOR” the approval of the non-binding advisory resolution approving the compensation of our named executive officers, “FOR” the election of all Director nominees, “FOR” the approval of the amendment to our Amended and Restated Articles of Incorporation and “FOR” the ratification of the appointment of PwC, and, in the discretion of the proxy holders, on any other business proposal which may properly come before the Meeting (the Board of Directors does not presently know of any other such business), with the following two exceptions:

•	Shares of Common Stock held in our Albemarle Corporation Savings Plan (the “Savings Plan”) for which no direction is provided on a properly executed, returned and unrevoked voting instruction form will be voted proportionately in the same manner as those shares held in our Savings Plan for which timely and valid voting instructions are received with respect to such proposals; and

•	Shares of Common Stock held in our Savings Plan for which timely and valid voting instructions are not received will be considered to have been designated to be voted by the trustee proportionately in the same manner as those shares held in our Savings Plan for which timely and valid voting instructions are received.

Q16:	How will my shares be voted if I do not return my proxy or my voting instruction form?

A:

It will depend on how your ownership of shares of Common Stock is registered. If you own your shares as a registered holder, which means that your shares of Common Stock are registered in your name with EQ Shareowner Services, our transfer agent, your shares will only be voted if EQ Shareowner Services receives specific voting instructions from you. Otherwise, your unvoted shares will not be represented at the Meeting and will not count toward the quorum requirement (which is explained under “Questions and Answers about this Proxy Statement and the Meeting,” “How many shares must be present to hold the Meeting?” on page 76), unless you attend the Meeting to vote them in person.

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Q17:	How are abstentions and broker non-votes counted?

A:	Broker non-votes and, with respect to the election of Directors, withheld votes, will not be included in the vote totals for the election of Directors or the amendment and restatement of our Amended and Restated Articles of Incorporation. Broker non-votes have no effect on the other proposals, other than the ratification of the appointment of PwC. Abstentions will have no effect on any proposals.

Q18:	What happens if additional matters are presented at the Meeting?

A:	Other than the items of business described in this Proxy Statement, we are unaware of any other business to be acted upon at the Meeting. If you grant a proxy, the proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Meeting in accordance with Virginia law and our Bylaws.

Q19:	Can I change or revoke my vote?

A:	Any shareholder giving a proxy may change or revoke it at any time before it is voted at the Meeting. A proxy can be changed or revoked by:

•	Delivering a later dated proxy, or written notice of revocation, to our Secretary at the address listed at the top of this Proxy Statement; or

•	Appearing at the Meeting and voting in person.

Q20:	Where can I find the results of the Meeting?

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A:	We intend to announce preliminary voting results at the Meeting and publish final results through a Current Report on Form 8-K that we will file with the SEC within four business days after the Meeting.

Q21:	Who pays for the solicitation of proxies?

A:

We will pay for the cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our Directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Alliance Advisors, LLC (“Alliance”) has been engaged to assist in the solicitation of proxies from brokers, nominees, fiduciaries and other custodians. We will pay Alliance approximately $[XX] for its services and reimburse its out-of-pocket expenses for such items as mailing, copying, phone calls, faxes and other related matters and will indemnify Alliance against any losses arising out of Alliance’s proxy soliciting services on our behalf.

Q22:	How do I communicate with the Board of Directors?

A:

Shareholders and other interested persons may communicate with the full Board of Directors, a specified Committee of the Board of Directors or a specified individual member of the Board of Directors in writing by mail addressed to Albemarle Corporation, 4350 Congress Street, Suite 700, Charlotte, North Carolina 28209, Attention: Chair of the Nominating & Governance Committee or by electronic mail at governance@albemarle.com.  The Chair of the Nominating & Governance Committee and his or her duly authorized agents are responsible for collecting and organizing shareholder communications. Absent a conflict of interest, the Chair of the Nominating & Governance Committee is responsible for evaluating the materiality of each shareholder communication and determining whether further distribution is appropriate, and, if so, whether to (i) the full Board of Directors, (ii) one or more Committee members, (iii) one or more Board members and/or (iv) other individuals or entities.

Q23:	How will the Meeting be conducted?

A:

The chairperson of the Meeting (as determined in accordance with our Bylaws) will preside over the Meeting and make any and all determinations regarding the conduct of the Meeting. Please note that seating is limited and will be available on a first-come, first-served basis. Cameras, recording devices and other electronic devices are not permitted at the Meeting. No items will be allowed into the Meeting that might pose a concern for the safety of those attending. Additionally, to attend the Meeting you will need to bring identification and proof sufficient to us that you were a shareholder of record as of the Record Date or that you are a duly authorized representative of a shareholder of record as of the Record Date.

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