Pre-Annual General Meeting Information • Apr 26, 2013
Pre-Annual General Meeting Information
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Sir, Madam,
We have the honor of inviting you, as a registered shareholder of Solvay SA, to the General Shareholders' Meeting to be held on Tuesday, May 14, 2013 at 10:30 a.m. at the Palais des Académies, rue Ducale 1 at 1000 Brussels.
Please find attached an access map to the meeting site with information about private parking and the use of a shuttle between the "Parking des Deux Portes et le Palais des Académies."
The agenda for this meeting is attached, as are the annual accounts and reports related to the year 2012.
We in particular draw your attention to the procedures that must be followed to attend the general meeting as well as the deadlines by which these procedures must 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 April 30, 2013 at midnight and, on the other hand, you must confirm your desire to participate in the General Shareholders' Meeting.
Only those people who are shareholders of Solvay SA as of midnight (Belgian time) on April 30, 2013 (hereafter called the "registration date") will have the right to participate and vote in the meeting on May 14, 2013, 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 Wednesday, May 8, 2013.
If you do not plan to attend the meeting, you will find attached a PROXY form that you may choose to return, completed and signed. This proxy form will also have to reach us no later than Wednesday, May 8, 2013.
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 registration date, which is April 30, 2013 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 8, 2013.
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 completed and signed proxy forms will also have to reach Solvay SA no later than May 8, 2013. 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 can 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].
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' 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 22, 2013 either by regular mail, by fax or by electronic mail. Should certain shareholders exercise this right, Solvay SA will send, no later than April 29, 2013, to shareholders by regular mail a final agenda and a completed proxy form and will also make these documents available on the Internet site: http://www.solvay.com/EN/Investors/Corporategovernance/ShareholdersMeetings.aspx.
If you have complied with the instructions for admission to the meeting, you may also submit questions in writing to the Board of Directors or to the External Auditor regarding items on the agenda. These questions must reach Solvay SA no later than May 8, 2013, 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].
A guide indicating key dates and instructions applicable to the meeting is available on the Solvay SA Internet site solely for information purposes. Motions for resolution or comments from the Board of Directors on the agenda items that do not require motions are also available on this site. For complete information, all the documents attached to this convening notice are also posted on the 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.
We send you our best regards.
Chairman of the Board of Directors
Useful information:
Shareholders who wish to obtain more information regarding methods for participation in the meeting may contact: - Solvay SA
e-mail: [email protected]
site Internet: http://www.solvay.com/EN/Investors/Corporategovernance/ShareholdersMeetings.aspx
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