Pre-Annual General Meeting Information • Apr 26, 2013
Pre-Annual General Meeting Information
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Shareholders are invited to attend:
An access map to the meeting site with information for private parking and the use of a shuttle between the "Parking des Deux Portes et le Palais des Académies" is available on the Solvay website.
The agenda is as follows :
The Board of Directors drew up a management report on operations for the year 2012 – including the Declaration of Corporate Governance--, in which all legally required elements are addressed. The Board reviewed the External Auditor's report and issued no special comments in that regard.
It is proposed to approve the compensation report found in chapter 6 of the Declaration of Corporate Governance.
The consolidated accounts from 2012 were verified and approved by the Board of Directors. The Board reviewed the Auditor's report and issued no comments in that regard.
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 0.90 EUR net paid on January 17, 2013, the balance of the dividend will amount to 1.50 EUR net, payable as of May 21, 2013.
It is proposed to discharge the liability of the Board members and the Auditor working in 2012 for the operations relating to this fiscal year.
It is proposed to reelect the Chevalier Guy de Selliers de Moranville, Mr. Nicolas Boël, Mr. Bernard de Laguiche, the Baron Hervé Coppens d'Eeckenbrugge, Mrs. Evelyn du Monceau and Mr. Jean-Pierre Clamadieu for a four-year term each as Board members. Their terms will expire at the end of the General Shareholders' Meeting in May 2017.
The Assembly takes note of the resignation of Mr. van Zeebroeck from his seat on the board and acknowledges that the remainder of his term will not be filled.
It is proposed to designate Mrs. Amparo Moraleda as a Board member for a four-year term to fill the seat left vacant. Her term will expire at the end of the General Meeting in May 2017.
g) It is proposed to designate Mrs. Amparo Moraleda as an independent Board member on the Board of Directors.
The External Auditor's appointment will expire at the end of this Meeting.
It is proposed to renew the term of the audit firm of Deloitte Belgium SCRL, whose headquarters is located at 1831 Diegem, Berkenlaan 8, as External Auditor for the company for a period of three years. The External Auditor's apointment will end at the close of the General Shareholders' Meeting in May 2016. During this period, Deloitte Belgium will be represented by Mr. Eric Nys.
If for any reason the representative of Deloitte Belgium would not be able to fulfill his duties, Deloitte Belgium would be represented by Mr. Frank Verhaegen.
b) Setting auditors' fees
It is proposed to set the annual fees for the Solvay SA External Auditor, that include an audit of the statutory accounts as well as an audit of the Group consolidation, at 1,146,300 EUR.
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To take part in the General Shareholders' Meeting on May 14, 2013, shareholders must follow the procedures described below:
Holders of registered shares who wish to be represented at this meeting will also have to return the completed and signed proxy form attached to this convening notice; it must be received by Solvay SA no later than May 8, 2013 either by regular mail to the address of the corporate headquarters or by fax or by electronic mail.
The shareholders who have declared their desire to participate in the meeting and have returned a 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.
3) Holders of dematerialized shares who wish to participate in this meeting must request a statement from the authorized account holder or from the settlement organization that holds their share account stating the number of dematerialized shares registered in their name in the books of these institutions on the registration date and for which they have declared a desire to participate in the meeting. This statement will have to be received by Solvay SA no later than May 8, 2013, and sent by regular mail to the address of Solvay's corporate headquarters, or by fax or by electronic mail.
The holders of dematerialized shares who wish to be represented by proxy at this meeting will also have to return a completed and signed proxy form to be received by Solvay SA no later than May 8, 2013 either by regular mail to the address of Solvay's corporate headquarters, or by fax or by electronic mail.
The proxy from is available at the corporate headquarters, on the Internet site and at the following financial establishments: BNP Paribas Fortis, ING and KBC.
The shareholders who have declared their desire to participate in the meeting, by returning their proxy form, can attend the meeting in person, but without, however, being allowed to vote since their votes by proxy will have been counted in advance.
Shareholders who have complied with the instructions for admission to the meeting may also submit questions in writing to the Board of Directors regarding items on the agenda or its reports, as well as to the External Auditor with regard to his report. These questions must reach Solvay SA no later than May 8, 2013 and be sent either by regular mail to its corporate headquarters or by fax or by electronic mail.
A memorandum indicating key dates and instructions applicable to the meeting is available on the Solvay SA Internet site solely for information purposes. Upon presentation of a statement by an authorized account holder or a settlement organization certifying the number of dematerialized shares registered in the name of the shareholder, each shareholder can obtain a free copy of all the documents related to the meeting on May 14, 2013, either at the corporate headquarters or with the financial organizations mentioned above. All of these documents are also available on the Internet site of Solvay SA.
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.
8) Please note that the signatures on the attendance list will begin being accepted as of 9:00 a.m. on May 14
Useful information:
Shareholders who wish to obtain more information regarding methods for participation in the meeting may contact:
Solvay SA Assemblée Générale [General Shareholders' Meeting] 310, rue de Ransbeek 1120 Brussels
Tel: +32-(0)2.264.35.73 Fax: +32-(0)2.264.37.67 e-mail: [email protected] Internet: http://www.solvay.com/EN/Investors/Corporategovernance/ShareholdersMeetings.aspx
The Board of Directors
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