AGM Information • Sep 23, 2015
AGM Information
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This document has been translated for purposes of information only. While every effort has been made to ensure that the English version is a faithful and accurate translation of the French/Dutch text, only the French/Dutch texts qualify as legally valid documents.
Sir, Madam,
We have the honor of inviting you to the Extraordinary General Shareholders' Meeting of Solvay SA which will be held on Friday October 23, 2015 at 11.00 a.m. (Belgian time) at [the corporate headquarters : Solvay SA, 310 rue de Ransbeek at 1120 Brussels].
To deliberate validly on the agenda, this meeting should meet at least half of its share capital. This meeting can not validly deliberate if it does not meet the required quorum. The experience of recent years is going in this direction. A second extraordinary shareholders' meeting will therefore be called. It will be held on Tuesday, November 17, 2015 with the same agenda and proposed resolutions. You will be informed by official notification on October 26, 2015.
The agenda of the meeting is attached as a well as a board report on the use and purpose of the authorized capital prepared in accordance with Article 604 of the Belgian Companies Code.
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 Friday October 9, 2015 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 Friday October 9, 2015 (hereafter called the "record date") will have the right to participate and vote in the meeting on October 23, 2015, 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 Saturday October 17, 2015.
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 Saturday October 17, 2015.
We ask that you send us your participation notice or, 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 Friday October 9, 2015 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 Saturday October 17, 2015.
Only those people who are shareholders of Solvay SA as of midnight (Belgian time) on Friday October 9, 2015 will have the right to participate and vote in the meeting on October 23, 2015, 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 Saturday October 17, 2015.
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 Saturday October 17, 2015.
We ask that you send us your participation notice or, if you do not plan to attend, the proxy form together with the abovementioned statement from the authorized account holder or from the settlement organization. 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.
* * *
These documents may be sent to Solvay SA, either by regular mail to the corporate headquarters: Solvay SA, Assemblée Générale, 310 rue de Ransbeek at 1120 Brussels, or by fax to +32-(0)2.264.37.67, or electronically to the e-mail address: [email protected].
For shareholders who would like to be represented at this meeting, proxy forms are available at the company's corporate headquarters and the company's website : http://www.solvay.com/en/investors/shareholdersmeeting/index.html, as well as at the following financial institutions: BNP Paribas Fortis, ING and KBC.
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.1
In accordance with Article 533ter of the Companies Code, one or more shareholders holding (together) at least 3% of the share capital of Solvay SA may have new items added to the agenda of the shareholders' meeting and may submit resolution proposals in relation to existing or new agenda items.
Shareholders who wish to exercise this right must (a) provide evidence of ownership of such shareholding as at the date of their request and (b) record their shares representing such shareholding on the record date (i.e. on Friday October 9, 2015) in accordance with the above admission conditions. Evidence of ownership of such shareholding can be provided by a certificate evidencing the registration of the relevant shares in the share register of Solvay SA (for registered shares) or by a certificate issued by an authorized account holder or a settlement organization certifying that the relevant number of dematerialized shares is recorded in the shareholder's account.
The request to add agenda items or resolution proposals must be made in writing and must be accompanied by, as the case may be, the text of the items to be added to the agenda and the corresponding resolution proposals, or the text of the newly proposed resolutions in relation to existing agenda items. Such request must contain a postal or email address to which Solvay SA will send an acknowledgement of receipt within 48 hours of receipt of such request.
The additional agenda items and/or resolution proposals must be received by Solvay SA no later than Thursday October 1, 2015 either by regular mail to the address of its corporate headquarters: Solvay SA, Assemblée Générale, 310 rue de Ransbeek at 1120 Brussels, or by fax to +32-(0)2.264.37.67, or by electronic mail to the email address: [email protected].
If such requests are received by Solvay SA, it will publish, at the latest Thursday October 8, 2015, a modified agenda of the shareholders' meeting, completed on the basis of any requests validly submitted, on its website (http://www.solvay.com/en/investors/shareholders-meeting/index.html), in the Belgian State Gazette and in the press. In this case, Solvay SA will also make a revised proxy form available on its website (http://www.solvay.com/en/investors/shareholders-meeting/index.html) at the same time as the publication of the modified agenda of the shareholders' meeting.
In case shareholders, in accordance with Article 533ter of the Companies Code, exercise their right to add items to the agenda and to file resolution proposals, proxies filed prior to the publication of the revised agenda shall remain valid for the agenda items they cover. In case new/alternative resolution proposals are filed with regard to existing agenda items, the proxy holder will always be entitled to deviate from previously given voting instructions should their implementation be detrimental to the interests of the shareholder. In that event, the proxy holder shall notify the latter of any such deviation as well as the justification thereof. The proxy should also indicate whether, in case new
1 This list is not exhaustive.
items are added to the agenda by shareholders, the proxy holder is entitled to vote on the new items or whether he/she/it should abstain.
In accordance with Article 540 of the Companies Code, a time for questions is provided during the shareholders' meeting during which directors will respond to questions addressed to them with respect to their report or the agenda items.
Shareholders may ask questions orally during the shareholders' meeting or may submit written questions in advance of the meeting.
Written questions will only be answered if the shareholder asking them has complied with the above admission conditions in accordance with Article 536 of the Companies Code and if the written questions have been received by Solvay SA at the latest on Saturday October 17, 2015, either by regular mail to the address of its corporate headquarters: Solvay SA, Assemblée Générale, 310 rue de Ransbeek at 1120 Brussels, or by fax to +32- (0)2.264.37.67, or by electronic mail to the e-mail address: [email protected].
In accordance with Article 535 of the Companies Code, shareholders, holders of bonds, subscription rights or certificates issued with the cooperation of Solvay SA, can upon presentation of their security or of a certificate issued by an authorized account holder or a settlement organization certifying the number of dematerialized securities recorded in the name of the security holder, obtain at the headquarters of Solvay SA, i.e. 310 rue de Ransbeek at 1120 Brussels, on business days and during normal office hours as from the date of publication of this convening notice, free of charge, copies of the documents and reports that relate to this meeting and that must be made available to them pursuant to law, including this convening notice, the agenda and proposed resolutions of the extraordinary shareholders' meeting, the board report on the use and purpose of the authorized capital prepared in accordance with Article 604 of the Belgian Companies Code, the participation notice and the proxy form.
These documents and reports are also available on Solvay SA's website (http://www.solvay.com/en/investors/shareholders-meeting/index.html).
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.
Finally please note that the signatures on the attendance list will begin being accepted as of 9.30 a.m. (Belgian time).
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 Brussels Fax: +32-(0)2.264.37.67 E-mail: [email protected] Enterprise number : 0403.091.220 (RLE Brussels) Website:http://www.solvay.com/en/investors/shareholders-meeting/index.html
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