Solvay SA

Proxy Solicitation & Information Statement • Apr 9, 2014

To be valid, this form must be received by SOLVAY SA no later than Wednesday, May 7, 2014

PROXY

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.

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. René Degrève 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' Meetings, 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 Code of Companies.

to

A.		Represent me in the SOLVAY SA Ordinary involved.						General Shareholders' Meeting that will take place on Tuesday, May 13, 2014 at 10:30 a.m. at the Corporate headquarters, 310 rue de Ransbeek, 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
1.		Management Report on operations for 2013 including the Declaration of Corporate Governance and External Auditor's Report.
2.	Approval of compensation report.
		It is proposed to approve the compensation report found in chapter 6 of the Declaration of Corporate Governance.
			FOR	†	AGAINST	†	ABSTAIN †
3.		Consolidated accounts from 2013 – External Audit Report on the consolidated accounts.
4.		Approval of annual accounts from 2013 – Distribution of earnings and setting of dividend. amount to 1.8667 EUR brut, payable as of May 20, 2014.	FOR	†	AGAINST	†	ABSTAIN †	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 brut paid on January 23, 2014, the balance of the dividend will
5.		Discharge of liability to be given to Board members and to the Auditor for operations for the year 2013.
		It is proposed to discharge liability
		of Board members	FOR	†	AGAINST	†	ABSTAIN †
		and of the External Auditor	FOR	†	AGAINST	†	ABSTAIN †
		working in 2013 for the operations relating to this fiscal year.
6.		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 successively
		Mr. Denis Solvay,	FOR	†	AGAINST	†	ABSTAIN †
		Mr. Bernhard Scheuble	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 2018
		b) It is proposed to confirm the designation
		of Mr. Bernhard Scheuble	FOR	†	AGAINST	†	ABSTAIN †
		as independent Board member on the Board of Directors.
			FOR	†	AGAINST	†	ABSTAIN †	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 wish to 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 confirm the designation of Mrs. Rosemary Thorne as independent Board member on the Board of Directors
			FOR	†	AGAINST	†	ABSTAIN †
	e)		FOR	†	AGAINST	†	ABSTAIN †	It is proposed to designate Mr. Gilles Michel as Board member for a four-year term in replacement of Mr. Antom van Rossum who does not wish to renew his mandate. The mandate of Mr. Gilles Michel will expire at the General Shareholder's Meeting of May, 2018.
7.		Miscellaneous.

B. Represent me in the SOLVAY SA Extraordinary General Shareholders' Meeting that will take place on Tuesday, May 13, 2014 after the Ordinary General Meeting at the same place and with the following agenda :

I. Report from the Board of Directors

II. II.Changes in the By-laws

1.Article 1

It is proposed to replace the text of this article by the text below:

"The company, constituted in the form of a limited liability company on December 26, 1863, is in the form of a corporation. Its legal name is "SOLVAY." It is a corporation making or having made a public offering.

FOR AGAINST ABSTAIN

2.Article 6

Due to the disappearance of bearer shares, it is proposed to replace the text of this article by the text below:

"§1.These eighty-four million, seven hundred one thousand and one hundred thirty three (84,701,133) shares without par value are entirely liberated. They are dematerialized or registered as permitted by the law. Their holder may, at any time, request conversion of the shares into dematerialized shares (at the holder's cost) or into registered shares (without charge).

§2.The dematerialized share is represented by entry in the name of the owner or of the holder through a recognized account holder or a clearing organization.

The registered share is represented by entry in the company's register of registered shares held at the corporate headquarters. Any shareholder many consult the register with regard to his/her shares."

	FOR	†	AGAINST †	ABSTAIN †
3.Article 7
To reflect the elimination of type C shares, it is proposed to delete this article.
	FOR	†	AGAINST †	ABSTAIN †
4.Article 9
For the same reason, it is proposed to delete this article.
	FOR	†	AGAINST †	ABSTAIN †
5.Article 10
It is proposed to replace the text of the third and fourth paragraphs of this article by the following text:
on and prices at which the new shares may be offered by preference to these shareholders.				"Barring decision to the contrary by the shareholders' meeting, taken upon the conditions required for modifications to the by-laws, the new shares to be subscribed in cash are offered by preference to shareholders of old shares, regardless of type and degree of liberation, prorata based on the proportional ownership of these shareholders of the capital stock; the Board of Directors proposes to the General shareholders' meeting the conditions
				During each increase in capital, the Board of Directors may conclude, under conditions that it judges proper, any agreements in order to ensure
subscription of any or all of the new shares to be issued."
	FOR	†	AGAINST †	ABSTAIN †
6.Renewal of authorizations for acquisition and alienation of own shares
6.1.Article 10 ter
It is proposed:
in the text of the first paragraph of this article by the date of May 13, 2014. 6.2.Article 10 quater	FOR	†	AGAINST †	ABSTAIN †
It is proposed: (20 EUR) and two hundred euro (200 EUR).				To renew the authorization granted in article 10 quater, for another five-year period, starting with the date of publication in the Annexes of the Belgian Gazette (Moniteur Belge) of the decision to be made by the Extraordinary Shareholders' Meeting and to show the price range from 20 EUR to 200 EUR and therefore to replace the text of the first and second paragraphs of this article by the following text: "1° The Board of Directors is authorized to acquire shares of the company for a five-year period starting on the date of the General Shareholders' meeting on May 13, 2014, up to a maximum of sixteen million, nine hundred forty thousand (16,940,000) shares, at a unit price between twenty euro 2° The shares thus acquired may, without prior authorization of the General Shareholder's meeting, be alienated by the Board of Directors under
conditions that it determines, in conformity with the law."
	FOR	†	AGAINST †	ABSTAIN †
7.Article 11
It is proposed to replace the text of the fifth and sixth paragraphs of this article by the text below:
				"In addition, the Board of Directors has the right, one month after sending to the defaulting shareholder a notice by certified mail or by a process
				server, to sell the shares for which the called payments have not been made, without prejudice of the right to claim from the defaulting shareholder the
balance due, as well as any possible damages and interest."
	FOR	†	AGAINST †	ABSTAIN †
8.Article 13
It is proposed to replace the text of the second paragraph of this article by the following text:
				"They must, for exercise of their rights, refer to the current by-laws, to the annual accounts and to the decisions of the General Shareholders' Meeting
and the Board of Directors."
	FOR	†	AGAINST †	ABSTAIN †
9.Article 13 bis
				It is proposed to replace in the first paragraph of this article the words "Commission Bancaire Financière et des Assurances" [Banking, Finance and
Insurance Commission] by the term "FSMA".

FOR AGAINST ABSTAIN

It is proposed to replace the text of this article by the following text:

"The Board of Directors elects from among its members a Chairman.

The Board of Directors may delegate daily management of the company, as well as representation of the company regarding such management, to an Executive Committee and/or to one or more Board Members who are members of the Executive Committee, acting separately. The Board of Directors may delegate complementary powers to the Executive Committee. The members of the Executive Committee may be Board members or not. Each of the members of the Executive Committee is appointed by the Board of Directors. The Chairman of the Committee is appointed by the Board of Directors from among the members of the Board of the company.

In addition, the Board of Directors creates consultative committees under article 522 of the Code of Companies, and especially the Audit Committee as described in article 526 bis of the Code of Companies, with, among other things, the missions contemplated by such article.

The Board determines the powers attached to the functions, delegations and mandates set forth in the preceding paragraphs. It may revoke them at any time.

The Board of Directors and the Executive Committee, as well as the Board member(s) in charge of daily management may, in the framework of their powers, also confer special and specific powers to one or more people at their choice.

The holders of special powers may partially delegate their powers to one or more people for whom they assume responsibility by derogation from article 1994, art.1 of the Civil Code."

	FOR	†	AGAINST †	ABSTAIN †
11.Article 20

Due to the proposal for deletion of the function of Vice-Chairman of the Board of Directors, it is proposed to delete in the first paragraph of this article the words "of a Vice-Chair or, in their absence."

FOR AGAINST ABSTAIN

12.Article 21

12.1. As a result of the proposal to eliminate article 9 from the by-laws, it is proposed to replace in the second paragraph of this article the words "of articles 9 and 24" by the words "of article 24."

		FOR	†	AGAINST †	ABSTAIN †
12.2.	It is proposed to delete in the third paragraph of this article the word "telegram."
		FOR	†	AGAINST †	ABSTAIN †

13.Article 23

It is proposed to delete paragraphs 2 to 10 of this article.

FOR AGAINST ABSTAIN

14.Article 24

It is proposed to replace the text of this article with the following text:

"The Board of Directors, however, for actions that would substantially modify the activities of the company or its group must act by a majority of threequarters of the votes of members composing the Board present or represented.

Actions that substantially modify the activities of the company or its group are considered to be: actions for investment, acquisition, shareholding, divestment or sale, in any form whatever, representing an enterprise value of at least two billion euros (2,000,000,000 EUR) or generating either sales of at least two billion euros (2,000,000,000 EUR), or a contribution to the group's operating results of at least two hundred fifty million euros (250,000,000 EUR)."

FOR AGAINST ABSTAIN

15.Article 25

It is proposed to replace the text of this article with the following text:

"The company is represented, in its activities and at law, by two board members acting together, of whom one is the Chairman of the Board and/or a member of the Executive Committee. With respect to third parties, they need not demonstrate prior authorization from the Board of Directors.

The Executive Committee organizes representation of the Company in the framework of powers delegated to it by the Board of Directors.

The Board of Directors may, on the other hand, delegate to any other persons, whether or not chosen from the board, special powers to act on behalf of the company."

FOR AGAINST ABSTAIN

16.Article 26

It is proposed to replace the text of this article by the following text:

"The members of the Executive Committee are obligated to actively be involved in company affairs, without taking any positions that would prevent them from carrying out the duties inherent in the powers delegated to the Committee.

They may, however, administer companies and enterprises in which the company has an interest, and be involved in the same, considering that this activity is a company matter. Compensations, fixed fees or payments that they earn in this way must, except for exceptional circumstances evaluated by the General Shareholders' meeting, be paid to the company or be imputed to the fees and benefits due to the interested parties."

	FOR	†	AGAINST †	ABSTAIN †
17.Article 27
				It is proposed to delete in the second paragraph of this article the words "Vice-Chairman" and the words "members of the Executive Committee."
	FOR	†	AGAINST †	ABSTAIN †
18.Article 33
It is proposed to replace the text of the second paragraph of this article with the following text:
"It has the powers provided by law. It has the right to interpret these by-laws."
	FOR	†	AGAINST †	ABSTAIN †
19.Article 37

To reflect the disappearance of bearer shares, it is proposed to delete in the first paragraph of this article the words "to the bearer or" and the words "filed with a financial agency or".

† AGAINST † FOR	ABSTAIN †
-----------------------	-----------

It is proposed to replace the text of this article by the following text:

21.Article 42

"Subject to legal restrictions, each share has the right to one vote."

FOR AGAINST ABSTAIN

Due to the proposal to eliminate the function of Vice-Chairman of the Board of Directors, it is proposed to delete from the first paragraph of this
article the words "a Vice-Chair or."

	FOR	†	AGAINST †	ABSTAIN †
22.Article 46
It is proposed to delete this article.
	FOR	†	AGAINST †	ABSTAIN †
23.Renumbering of the article in the by-laws
				Due to the numerous articles eliminated by past or present changes (articles 7 – 8 – 9 - 10bis – 16 – 31 - 46) and the existence of articles bis, ter or
quater, it is proposed to renumber successively all of the articles in the by-laws from 1 to 51.
	FOR	†	AGAINST †	ABSTAIN †

I note that I will be represented at the Ordinary and Extraordinary General meetings for the total number of shares registered in my name to the record date April 29, 2014 at midnight.

If, after the date of this proxy form, proposals for new motions would be added at shareholders' request in compliance with article 533ter of the Code of Companies, the proxy holder is authorized, in compliance with article 533ter, §4, al.2 of the Code of Companies, 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 Code of Companies, the proxy holder:

• is authorized to vote on the new items that would be added to the agendas (*);
• must abstain from voting on the new items that would be added to the agendas (*).
• C. to take part in all discussions on the items listed on the agendas for these meetings, to cast all votes, to pass and sign all acts, items, minutes, attendance lists and other documents:
• D. in general, do all that is necessary to carry out this proxy, promising ratification in advance.

SOLVAY SA must be in possession of this proxy form, completed and signed, no later than May 7 2014. It can be sent by regular mail in the attached envelope, or by electronic mail to the e-mail address: ag.solvay@solvay.com, or by fax at +32-(0)2.264.37.67.

Signed at , on 2014.

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.