Proxy Solicitation & Information Statement • Apr 6, 2018
Proxy Solicitation & Information Statement
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Solvay Shareholders' meeting Tuesday May 8, 2018 - Brussels
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Brussels, April 6th 2018
Dear Shareholder,
You are cordially invited to the Ordinary General Meeting. The meeting will take place on Tuesday, May 8, 2018 at 10.30 a.m. at the Solvay Corporate Headquarters rue de Ransbeek 310 at 1120 Brussels.
The agenda for the Ordinary General Meeting as well as the reports and the annual accounts relating to the financial year 2017 are also enclosed.
There is no procedure to be completed.
Admission to the General Shareholders' Meeting involves a twofold procedure: on the one hand, your shares will be submitted to a registration procedure entering them in the account of registered shares of Solvay SA on Tuesday April 24th, 2018 at midnight and, on the other hand, you must confirm your desire to participate in the Shareholders' Meeting.
Only those people who are shareholders of Solvay SA as of midnight (Belgian time) on April 24th, 2018 (hereafter called the "record date") will have the right to participate and vote in the meeting on May, 8th 2018, regardless of the number of shares held by the shareholders on the day of the general meeting.
If you wish to attend the meeting, you must sign and date the attached PARTICIPATION NOTICE so that it reaches us no later than the sixth day preceding the meeting, which is May 2nd, 2018.
If you do not plan to attend the meeting, you will find attached a PROXY form that you may choose to return, duly completed and signed. This proxy form will also have to reach us no later than May 2nd, 2018.
We ask that you send us your participation notice and, if you do not plan to attend, the proxy form. If you return the proxy form, you may attend the meeting in person, but without being able to vote since the proxy votes will have been counted in advance.
If you plan to attend the meeting, you will have to produce a statement from the authorized account holder or from the settlement organization that holds your share account, certifying the number of dematerialized shares registered in the name of the shareholder on the record date, which is Tuesday April 24th, 2018 at midnight, and for which you have indicated your desire to participate in the general meeting. The statement obtained for registration will have to reach Solvay SA no later than May 2nd, 2018.
For shareholders who would like to be represented at this meeting, proxy forms are available at the company's corporate headquarters and on the Solvay SA Internet site, as well as at the following financial institutions: BNP Paribas Fortis, ING and KBC. The properly duly completed and signed proxy forms will also have to reach Solvay SA no later than May 2nd, 2018. The shareholders who have declared their desire to participate in the meeting, by returning their proxy form, may attend the meeting in person, but without being able to vote since their votes by proxy will have been counted in advance.
These documents may be sent to Solvay SA, either by regular mail to the corporate headquarters, or by fax, or electronically to the e-mail address.
The designated proxy holder does not necessarily need to be a shareholder of Solvay SA. When the proxy holder is designated, the shareholder must be especially careful to avoid any potential conflicts of interest between him/herself and the proxy holder (see article 547bis §4 of the Code of Companies). This clause is aimed particularly at the Chairman of the General Shareholders' Meeting, the members of the Board of Directors, the members of the Executive Committee and generally the employees of SOLVAY SA, their spouses or legal partners and their relatives.
Under some conditions, one (or more) shareholder(s) holding (together) at least 3% of the share capital may request the addition of new items to the agenda and/or submit new motions for a resolution. Solvay SA should receive these requests no later than April 16th, 2018 either by regular mail, by fax or by electronic mail. Should certain shareholders exercise this right, Solvay SA will send, no later than April 23th, 2018, to shareholders by regular mail a final agenda and a completed proxy form and will also make these documents available on the Internet site.
If you have complied with the instructions for its admission to the meeting, you may also submit questions in writing to the Board of Directors regarding items on the agenda or report as well as to the Auditor regarding his report. These questions must reach Solvay SA no later than May 2nd, 2018, either by regular mail to the address of its corporate headquarters, or by fax, or by electronic mail.
For complete information, all the documents attached to this convening notice are also posted on the Web site.
We draw your attention to the fact that the motions for resolutions will be submitted for electronic votes. Proxy votes will be counted in advance and systematically recorded for each point. It should be recalled that one share is equal to one vote.
It should be noted that if you are also a Solvac shareholder, you will be required to carry out the procedure for signing of attendance lists for Solvay and Solvac only one time. You will receive only one votingbox for the meeting of both companies as well as a single smart card showing, totally separately, the number of votes corresponding to the portfolio of shares involved. This is done for your convenience and simplification.
Solvay is responsible for the processing of the personal information that it receives from shareholders and proxyholders in the context of the Meeting in accordance with applicable data privacy laws.
Such information will be used for the purposes of analyzing and administrating the attendance and voting process in connection with the Meeting, as set out in this convening notice, and will be transferred to third parties assisting in the administration of the voting process.
Shareholders and proxyholders may request access to and rectification of the information provided to Solvay by contacting Mrs. Michèle Vervoort, Solvay SA, [310, rue de Ransbeek -](https://maps.google.com/?q=310,+rue+de+Ransbeek+-+1120+Brussels+(Belgium&entry=gmail&source=g) 1120 Brussels [(Belgium)](https://maps.google.com/?q=310,+rue+de+Ransbeek+-+1120+Brussels+(Belgium&entry=gmail&source=g) (tel: +32 (0) 2 264 15 32 / e-mail: [email protected]).
Finally please note that the signatures on the attendance list will begin being accepted as of 9 : 00 a.m. on May 8th, 2018.
We send you our best regards.
Nicolas Boël Chairman of the Board of Directors
It is proposed to approve the compensation report found in chapter 6 of the Declaration of Corporate Governance.
It is proposed to approve the annual accounts as well as the distribution of earnings for the year and to set the gross dividend per entirely liberated share at 3.60 EUR. After deduction of the prepayment of dividend at 1.38 EUR gross per share paid on January 18, 2018, the balance of the dividend will amount to 2.22 EUR gross, payable as of May 23, 2018.
It is proposed to discharge the liability of the Board members and the External Auditor in office for the operations relating to 2017 fiscal year.
Age: 58 years old
Nationality: Finnish
2008: eMBA, Helsinki University of Technology, Finland
1985: BscEng, Electrical Engineering, Kuopio Institute of Technology, Finland
2011-2012: EUROPIA EUROPEAN PETROLEUM INDUSTRY ASSOCIATION Board Member (European Petroleum Industry Belgium Association)
2009-2012: CHEMICAL INDUSTRY FEDERATION OF FINLAND Board Member 2009-2010 to Vice Chairman 2010-2012, Finland
Director, TD Business Unit, Kaipola Mill, Finland
1990-1994 Automation Manager, France 1989-1990 Project Manager- Electrification and Automation- Stracel Mill, France
Automation Manager- Tervasaari Mill, Finland
Born August 27 1959
This note was drawn up in application of article 533bis, §2, d) of the Companies Code and contains explanations on each item listed on the agenda for the General Shareholders' Meeting.
For more information on the General Shareholders' Meeting and the applicable procedures, we refer you to the text of the convening notice which can be found on Solvay's internet site.
The Board of Directors drew up a management report on operations for the year 2017 – including the Declaration of Corporate Governance --, in which all legally required elements are addressed. The External Auditor has submitted his report without reservation.
The documents are available on the Solvay SA internet site. They were given to the registered shareholders and are also available on request.
This item is for discussion only and does not require adoption of a motion.
It is proposed to approve the compensation report found in chapter 6 of the Declaration of Corporate Governance.
The Code of Companies requires that the General Shareholders' Meeting approve the compensation report each year by a separate vote. This report describes, among other things, the compensation policy for Board members and members of the Executive Committee and provides information regarding their compensation.
The consolidated accounts from 2017 were verified and approved by the Board of Directors. The External Auditor has submitted his report without reservation.
The documents are available on the Solvay internet site. They were given to the registered shareholders and are also available on request. This item is for discussion only and does not require adoption of a motion.
It is proposed to approve the annual accounts as well as the distribution of earnings for the year and to set the gross dividend per entirely liberated share at 3.60 EUR. After deduction of the prepayment of dividend at 1.38 EUR gross per share paid on January 18, 2018, the balance of the dividend will amount to 2.22 EUR gross, payable as of May 23, 2018.
A copy of the annual accounts is available on the Solvay internet site. They were given to the registered shareholders and are also available on request.
The Code of Companies requires that the General Shareholders' Meeting approve by a separate vote each year the annual accounts as well as distribution of earnings and setting of the dividend.
It is proposed to discharge the liability of the Board members and to the External Auditor working in 2017 for the operations relating to this fiscal year. In conformance with the Companies Code, the General Shareholders' Meeting must, after approval of the annual accounts, approve by special vote the discharge of liability for the Board members and for the External Auditor.
Taking into consideration the advice of the Nominations Committee, the Board of Directors recommends adoption of this resolution by the General Shareholders' Meeting. For more information regarding, Mrs Rosemary Thorne and Mr. Gilles Michel, we refer shareholders to chapter four of the Declaration of Corporate Governance.
This document has been translated for information purposes only. Whilst every effort has been made to ensure that the English version is a faithful and accurate translation of the French text, only the latter is a legally valid document.
I, the undersigned
currently holder of shares of SOLVAY SA, with registered office at 310 Rue de Ransbeek, 1120 Brussels, hereby grant authority, to First Name, Last name : Address :
Or if no name is given, Mr. Alex Dessalle, each with right of substitution,
NOTE:
A shareholder may only appoint a single person as a proxy holder, other than the exceptions shown in article 547bis of the Companies Code. The proxy holder does not necessarily have to be a shareholder. It is recommended that the shareholder not designate as a proxy the Chairman of the General Shareholders' Meeting, members of the Board of Directors, members of the Executive Committee and in general the employees of Solvay SA, their spouse or legal partner and their relatives, who could pose a conflict of interest according to article 547bis, §4 of the Companies Code. to
| A. Represent me in the SOLVAY SA Ordinary General Shareholders' Meeting that will take place on |
|---|
| Tuesday, May 8, 2018 at 10:30 a.m. at the Solvay Corporate Headquarters rue de Ransbeek 310 at 1120 Brussels and |
| to vote in my name for all the items on the agenda. Lacking specifications on how to vote for one or more of the decisions |
| proposed below or if for any reason the instructions given are not clear, please consider that this is a specific instruction to |
| vote in favor of the proposals of the motions involved. |
| FOR |
AGAINST | ABSTAIN |
|
|---|---|---|---|
3 Consolidated accounts from 2017 – External Audit Report on the consolidated accounts. 4 Approval of annual accounts from 2017 – Distribution of earnings and setting of dividend.
It is proposed to approve the annual accounts as well as the distribution of earnings for the year and to set the gross dividend per entirely liberated share at 3.60 EUR. After deduction of the prepayment of dividend at 1.38 EUR gross per share paid on January 18, 2018, the balance of the dividend will amount to 2.22 EUR gross, payable as of May 23, 2018.
| FOR |
AGAINST | ABSTAIN | | |||
|---|---|---|---|---|---|---|
| 5 Discharge of liability to be given to Board members and to the Auditor for operations for the year 2017. |
||||||
| It is proposed to discharge liability | ||||||
| of Board members | FOR |
AGAINST | ABSTAIN | | ||
| and of the External Auditor | FOR |
AGAINST | ABSTAIN | | ||
| working in 2017 for the operations relating to this fiscal year. | ||||||
| 6 Board of Directors: Term renewals | - nominations | |||||
| a) The terms of Mr. Denis Solvay, Bernhard Scheuble, Mrs Rosemary Thorne and Mr. Gilles Michel, will | ||||||
| expire at the end of this General Shareholders' Meeting. | ||||||
| b) It is proposed to reelect successively | ||||||
| Mrs. Rosemary Thorne | FOR | | AGAINST | ABSTAIN | | |
| Mr Gilles Michel | FOR | | AGAINST | ABSTAIN | | |
| each for a four-year term each as Board members. Their terms will expire at the end of the General | ||||||
| Shareholders' Meeting in May 2022. | ||||||
| c) It is proposed to confirm the nomination of | ||||||
| Mrs Rosemary Thorne | FOR | | AGAINST | ABSTAIN | | |
| Mr. Gilles Michel | FOR | | AGAINST | ABSTAIN | | |
| as independent Board members on the Board of Directors. | ||||||
| d) Mr. Denis Solvay and Mr. Bernhard Scheuble have decided not to request the renewal of their mandate | ||||||
| as Board members. |
e) To replace Denis Solvay it is proposed to designate Mr. Philippe Tournay FOR AGAINST ABSTAIN as a Board member for a four-year term that will expire at the end of the General Shareholders' Meeting in May 2022.
| f) | It is proposed to nominate | |||||
|---|---|---|---|---|---|---|
| Mr. Phippe Tournay | FOR | AGAINST | ABSTAIN | |||
| as an independent Board member on the Board of Directors. | ||||||
| g) To replace Bernhard Scheuble it is proposed to designate | ||||||
| Mr.Matti Lievonen | FOR |
AGAINST | ABSTAIN | |||
| as a Board member for a four-year term that will expire at the end of the General Shareholders' Meeting | ||||||
| in May 2022. | ||||||
| h) It is proposed to nominate | ||||||
| Mr. Matti Lievonen | FOR | AGAINST | ABSTAIN | |||
| as an independent Board member on the Board of Directors. | ||||||
7 It is proposed to increase the annual fees for the Solvay External Auditors from 1.146.000 EUR to 1.181.631 EUR given the extension of its mission following the transfer of the universality of the assets and liabilities of Solvay CICC SA to Solvay SA, and this until the expiring of the current mandate at the Ordinary General Meeting of May 2019. FOR AGAINST ABSTAIN
8 Miscellaneous
I note that I will be represented at the Ordinary General meeting for the total number of shares registered in my name to the record date, April 24, 2018 at midnight.
If, after the date of this proxy form, proposals for new motions should be added at shareholders' request in compliance with article 533ter of the Companies Code, the proxy holder is authorized, in compliance with article 533ter, §4, al.2 of the Companies Code, to withdraw from any possible instructions given by the shareholder if the execution of these instructions risks compromising the interest of the shareholder.
If, after the date of this proxy form, new subjects are added to the agenda at the request of shareholders in compliance with article 533ter of the Companies Code, the proxy holder:
Solvay is responsible for the processing of the personal information that it receives from shareholders and proxyholders in the context of the Meeting in accordance with applicable data privacy laws.
Such information will be used for the purposes of analyzing and administrating the attendance and voting process in connection with the Meeting, as set out in this convening notice, and will be transferred to third parties assisting in the administration of the voting process.
Shareholders and proxyholders may request access to and rectification of the information provided to Solvay by contacting Mrs. Michèle Vervoort, Solvay SA, 310 rue de Ransbeek - [1120 Brussels (Belgium)](mailto:310%20%20rue%20de%20Ransbeek%20-%201120%20Brussels%20(Belgium) (tel: +32 (0) 2 264 15 32 / email: [email protected]).
SOLVAY SA must be in possession of this proxy form, completed and signed, no later than May 2, 2018. It may be sent by regular mail in the attached envelope, or by electronic mail to the e-mail address: [email protected], or by fax at +32-(0)2.264.37.67.
Signed at , on 2018.
Signature must be preceded by the notation "Good for Authorization"
--------------- (*) Cross out the option not chosen. If none is crossed out, the proxy holder will have to abstain from voting on the new items added to the agendas.
I, the undersigned
Owner of the above-described shares in SOLVAY SA on the record date, advise the said company of my intention to attend the Ordinary General Meeting that will be held on Tuesday 8th May 2018 at 10:30 a.m., at the Solvay Corporate Headquarters rue de Ransbeek 310 at 1120 Brussels, with all shares registered at the record date on Tuesday 24th April 2018 at midnight.
Signed at _____________________, on the ________________2018.
Signature(s)
Shareholders are invited to attend:
the Ordinary General Shareholder Meeting that will take place on Tuesday May 8, 2018, at the Solvay Corporate Headquarters rue de Ransbeek 310 at 1120 Brussels, with the agenda set out below.
Holders of bonds issued by Solvay can also attend the Ordinary General Shareholder Meeting in an advisory capacity.
It is proposed to approve the annual accounts as well as the distribution of earnings for the year and to set the gross dividend per entirely liberated share at 3.60 EUR. After deduction of the prepayment of dividend at 1.38 EUR gross per share paid on January 18, 2018, the balance of the dividend will amount to 2.22 EUR gross, payable as of May 23, 2018.
It is proposed to discharge the liability of the Board members and the External Auditor in office for the operations relating to 2017 fiscal year.
h) It is proposed to designate Mr. Matti Lievonen as an independent Board member on the Board of Directors
To take part in the Ordinary General Shareholders' Meeting on May 8, 2018, shareholders must follow the procedures described below:
Holders of registered shares who wish to be represented at the meeting will also have to return the completed and signed proxy form attached to this convening notice; it must be received by Solvay SA no later than May 2, 2018 either by regular mail to the address of the corporate headquarters or by fax or by electronic mail.
The shareholders who have declared their desire to participate in the meeting and have returned a proxy form may attend the meeting in person, but without being able to vote since their votes by proxy will have been counted in advance.
3) Holders of dematerialized shares who wish to participate in the meeting must request a statement from the authorized account holder or from the settlement organization that holds their share account stating the number of dematerialized shares registered in their name in the books of these institutions on the record date and for which they have declared a desire to participate in the meeting. This statement will have to be received by Solvay SA no later than May 2, 2018, and sent by regular mail to the address of Solvay's corporate headquarters, or by fax or by electronic mail.
The holders of dematerialized shares who wish to be represented by proxy at the meeting will also have to return a completed and signed proxy form to be received by Solvay SA no later than May 2, 2018 either by regular mail to the address of Solvay's corporate headquarters, or by fax or by electronic mail.
The proxy from is available at the corporate headquarters, on the Internet site and at the following financial establishments: BNP Paribas Fortis, ING and KBC.
The shareholders who have declared their desire to participate in the meeting and have returned a proxy form may attend the meeting in person, but without, however, being allowed to vote since their votes by proxy will have been counted in advance.
certain shareholders exercise this right, Solvay SA will send, no later than April 23, 2018, to shareholders by regular mail a final agenda and a completed proxy form and will also make these documents available on the Internet site.
Shareholders who have complied with the instructions for admission to the meeting may also submit questions in writing to the Board of Directors regarding items on the agenda or its reports, as well as to the External Auditor with regard to his report. These questions must reach Solvay SA no later than May 2, 2018 and be sent either by regular mail to its corporate headquarters or by fax or by electronic mail.
Upon presentation of a statement by an authorized account holder or a settlement organization certifying the number of dematerialized shares registered in the name of the shareholder, each shareholder may obtain a free copy of all the documents related to the meeting on May 8, 2018, either at the corporate headquarters or with the financial organizations mentioned above. All of these documents are also available on the Internet site of Solvay SA.
It should be noted that if you are also a Solvac shareholder, you will be required to carry out the procedure for signing of attendance lists for Solvay and Solvac only one time. You will receive only one voting box for the meeting of both companies as well as a single smart card showing, totally separately, the number of votes corresponding to the portfolio of shares involved. This is done for your convenience and for simplification.
9) Data Protection:
Solvay is responsible for the processing of the personal information that it receives from shareholders and proxyholders in the context of the Meeting in accordance with applicable data privacy laws. Such information will be used for the purposes of analyzing and administrating the attendance and voting process in connection with the Meeting, as set out in this convening notice, and will be transferred to third parties assisting in the administration of the voting process.
Shareholders and proxyholders may request access to and rectification of the information provided to Solvay by contacting Mrs. Michèle Vervoort, Solvay SA, [310, rue de Ransbeek -](https://maps.google.com/?q=310,+rue+de+Ransbeek+-+1120+Brussels+(Belgium&entry=gmail&source=g) 1120 Brussels [(Belgium)](https://maps.google.com/?q=310,+rue+de+Ransbeek+-+1120+Brussels+(Belgium&entry=gmail&source=g) (tel: +32 (0) 2 264 15 32 / e-mail: [email protected]).
10) Please note that the signatures on the attendance list will begin being accepted as of 9:00 a.m. on May 8, 2018.
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