AGM Information • Apr 8, 2016
AGM Information
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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/Dutch text, only the latter is a legally valid document.
Brussels, April 8th 2016
Dear Shareholder,
You are cordially invited to the Ordinary General Meeting. The meeting will take place on Tuesday, May 10, 2016 at 10.30 a.m. at The Square, Brussels Meeting Center, Mont des Arts, 1000 Brussels.
The agenda for the Ordinary General Meeting as well as the reports and the annual accounts relating to the financial year 2015 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 26th, 2016 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 26th, 2016 (hereafter called the "record date") will have the right to participate and vote in the meeting on May, 10th 2016, 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 4th, 2016.
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 4th, 2016.
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 26th, 2016 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 4th, 2016.
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 4th, 2016. 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 need not necessarily 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 18th, 2016 either by regular mail, by fax or by electronic mail. Should certain shareholders exercise this right, Solvay SA will send, no later than April 25th, 2016, 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 4th, 2016, 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.
Finally please note that the signatures on the attendance list will begin being accepted as of 9 : 00 a.m. on May, 10th, 2016.
We send you our best regards.
Nicolas Boël Chairman of the Board of Directors
Useful information : Solvay SA Assemblée Générale – General Shareholders'Meeting 310, rue de Ransbeek 1120 Bruxelles Fax: +32-(0)2.264.37.67 e-mail : [email protected] site Internet :http://www.solvay.com/en/investors/shareholders-meeting/index.html
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