AGM Information • Apr 9, 2014
AGM Information
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Dear Shareholder,
Due to the fact that the quorum required by laws was not reached at the Extraordinary General Meeting held on April 7, 2014 the meeting was not able to deliberate validly on its agenda.
As a result, we have the honour of informing you, as a registered shareholder, that a second Extraordinary General Meeting will take place on Tuesday, May 13, 2014 after the Ordinary General Meeting, rue de Ransbeek 310, 1120 Brussels. This meeting will deliberate validly on the same agenda regardless of the number of shareholders present or represented.
The Ordinary General Meeting - to which you are also cordially invited - will take place at 10.30 a.m. on the same day. The agenda for the Ordinary General Meeting as well as the reports and the annual accounts relating to the financial year 2013 are also enclosed.
There is no procedure to be completed.
Admission to the General Shareholders' Meetings 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 29, 2014 at midnight and, on the other hand, you must confirm your desire to participate in the Shareholders' Meetings.
Only those people who are shareholders of Solvay SA as of midnight (Belgian time) on April 29, 2014 (hereafter called the "registration date") will have the right to participate and vote in the meetings on May, 13 2014, regardless of the number of shares held by the shareholders on the day of the general meetings.
If you wish to attend the meetings, you must sign and date the attached PARTICIPATION NOTICE so that it reaches us no later than the sixth day preceding the meetings, which is May 7, 2014.
If you do not plan to attend the meetings, 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 7, 2014.
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 meetings in person, but without being able to vote since the proxy votes will have been counted in advance.
If you plan to attend the meetings, 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 registration date, which is Tuesday April 29, 2014 at midnight, and for which you have indicated your desire to participate in the general meetings. The statement obtained for registration will have to reach Solvay SA no later than May 7, 2014.
For shareholders who would like to be represented at those meetings, 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 7, 2014. The shareholders who have declared their desire to participate in the meetings, by returning their proxy form may attend the meetings in person, but without being able to vote since their votes by proxy will have been counted in advance.
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These documents can 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 have to 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' Meetings, 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 agendas and/or submit new motions for a resolution. Solvay SA should receive these requests no later than April 18, 2014 either by regular mail, by fax or by electronic mail. Should certain shareholders exercise this right, Solvay SA will send, no later than April 28, 2014, 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 meetings, you may also submit questions in writing to the Board of Directors regarding items on the agendas or report as well as the Auditor regarding his report. These questions must reach Solvay SA no later than May 7, 2014, 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 mailbox for the meetings of both companies as well as a single smart card showing, totally separated, 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, 13 2014
We send you our best regards.
Nicolas Boël Chairman of the Board of Directors
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