Pre-Annual General Meeting Information • Apr 6, 2012
Pre-Annual General Meeting Information
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Sir, Madam,
We have the honor of inviting you, in your role as registered shareholder of Solvay SA, to the annual general meeting to be held on Tuesday, May 8, 2012 at 10:30 a.m., rue du Prince Albert, 44, at Ixelles-Brussels.
The agenda for this meeting is attached, as well as the annual accounts and reports related to the year 2011.
For the first time, the general meeting will be held in compliance with the new rules of the Code of Companies with regard to the exercise of certain rights of shareholders of listed companies, which was introduced into law on December 20, 2010 and went into effect on January 1, 2012. We recommend that you peruse the Guide prepared by Solvay, explaining the primary legal rules applicable; this Guide, which you will find attached, is made available to you solely for information purposes and is not exhaustive. We in particular draw your attention to the formalities that must be fulfilled to be admitted into the general meeting and the deadlines by which these formalities must be met.
In order to be admitted into the general meeting, a twofold formality applies: on the one hand, your shares will be submitted to a registration procedure that will result in their recording in the register of shareholders of Solvay as of April 24, 2012 at midnight, and on the other hand, you will have to confirm to Solvay your desire to participate in the general meeting.
Only those people who are shareholders of Solvay SA as of midnight (Belgian time) on April 24, 2012 (hereafter called the "record date") will have the right to participate and to vote in the meeting on May 8, 2012, 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 date, sign and return the AVIS DE PARTICIPATION [participation notice] attached so that it reaches us by Wednesday, May 2, 2012 at the latest.
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 will also have to reach us no later than Wednesday, May 2, 2012.
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 their share account, certifying the number of dematerialized shares registered in the name of the shareholder on the record date, which is April 24, 2012 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 2, 2012.
For shareholders that would like to be represented at this meeting, proxy forms are available at the company's corporate headquarters, on the Solvay SA Internet site, as well as in the following financial institutions: BNP Paribas Fortis, ING et KBC. The properly completed and signed proxy forms will also have to reach Solvay SA no later than May 2, 2012. 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 à 1120 Bruxelles, or by fax at +32-(0)2.264.37.67, or by electronic mail to the e-mail address: [email protected].
The designated proxy holder does not necessarily have to be a shareholder of Solvay SA. When a proxy holder is designated, the shareholder must be especially careful to avoid any potential conflicts of interest between him/herself and the proxy holder (cf. article 547bis §4 of the Code of Companies).
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 proposed resolutions. These requests should reach Solvay SA no later than April 16, 2012, either by ordinary mail, by fax or by electronic mail. Should certain shareholders exercise this right, Solvay SA will, no later than April 23, 2012, send to shareholders by ordinary 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 formalities of 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 2, 2012, either by ordinary mail to the address of its corporate headquarters: Solvay SA, Assemblée Générale, 310 rue de Ransbeek à 1120 Bruxelles, or by fax at +32-(0)2.264.37.67, or by electronic mail at the e-mail address: [email protected].
More information regarding the methods for exercising these rights is available at the Solvay SA Internet site and also in the Guide Concerning the Solvay SA Ordinary General Meeting provided solely for information. This information, as well as the proposed resolutions or comments from the Board regarding agenda items that do not require resolutions, and the form that can be used to vote by proxy are available at the Solvay SA Internet site.
We draw your attention to the fact that, like last year, the proposed resolutions will be submitted for electronic votes. Proxy votes will be counted in advance and systematically integrated into 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 to be accepted as of 9:00 a.m.
We send our very 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
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