Solvay SA

Pre-Annual General Meeting Information • Apr 9, 2014

SOLVAY Société Anonyme Corporate Headquarters: 31 rue de Ransbeek at 1120 Brussels Brussels, RPM 403.091.220

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.

EXPLANATORY NOTE

ANNUAL GENERAL SHAREHOLDERS' MEETING ON TUESDAY, MAY 13, 2014

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 of which can be found on Solvay's internet site.

1. Management Report on operations for 2013 including the Declaration of Corporate Governance and External Auditor's Report.

The Board of Directors drew up a management report on operations for the year 2013 – including the Declaration of Corporate Governance --, in which all legally required elements are addressed. The External Auditor has established 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 communication only and does not require adoption of a motion.

1. Approval of the Compensation Report.

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.

1. Consolidated accounts from 2013 – External Audit Report on the consolidated accounts.

The consolidated accounts from 2013 were verified and approved by the Board of Directors. The External Auditor has established 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 communication only and does not require adoption of a motion.

1. Approval of annual accounts from 2013 – Allocation 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 maintain the gross dividend per entirely liberated share at 3.20 EUR, or 2.40 EUR net. After deduction of the prepayment of 1.3333 EUR gross paid on January 23, 2014, the balance of the dividend will amount to 1.8667 EUR gross, payable as of May 20, 2014.

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.

1. Discharge of liability to be given to Board members and to the External Auditor for operations for the year 2013.

It is proposed to discharge the liability for the Board members and for the External Auditor working in 2013 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.

• 1. Board of Directors: Term Renewals Nominations.
• a) The terms of Mr. Denis Solvay and Mr. Bernhard Scheuble, will expire at the end of this General Shareholders' Meeting.

It is proposed to reelect Mr. Denis Solvay and Mr. Bernhard Scheuble for a four-year term each as Board members. Their terms will expire at the end of the General Shareholders' Meeting in May 2018.

• b) It is proposed to confirm the designation of Mr. Bernhard Scheuble as independent Board members on the Board of Directors.
• c) It is proposed to designate Mrs. Rosemary Thorne as Board member for a four-year term in replacement of Mr. Jean-Martin Folz who does not renew his mandate. The mandate of Mrs. Rosemary Thorne will expire at the end of the General Shareholders' Meeting in May 2018.
• d) It is proposed to designate Mrs. Rosemary Thorne as independent Board member on the Board of Directors.
• e) It is proposed to designate Mr. Gilles Michel as Board member for a four-year term in replacement of Mr. Anton van Rossum who does not renew his mandate. The mandate of Mr. Gilles Michel will expire at the end of the General Shareholders' Meeting in May 2018.
• f) It is proposed to designate Mr. Gilles Michel as independent Board member on the Board of Directors.

Taking into consideration the advice of the Nomination Committee, the Board of Directors recommends the adoption of these resolutions by the General Shareholders' Meeting.

For more information regarding on the one hand, Mr. Denis Solvay and Mr. Bernhard Scheuble, we refer shareholders to chapter four of the Declaration of Corporate Governance and on the other hand regarding Mrs. Rosemary Thorne and Mr. Gilles Michel we refer shareholders to their curriculum vitae.

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1. Miscellaneous.