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Solvac S.A. AGM Information 2022
4004_rns_2022-04-08_dd7ced11-bcf1-494e-af79-5efa283be9bb.pdf
AGM Information
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Dear Madam, Dear Sir,
We have the pleasure to convene you to the Ordinary Shareholders' Meeting of Solvac SA to be held on Tuesday 10 May 2022 at 2.30 p.m. (Belgian time) at the Square, Brussels Meeting Center, Mont des Arts, 1000 Brussels.
The agenda for this meeting is appended to this letter, as well as the annual report for the 2021 financial year.
The General Meeting will be organized in a hybrid manner, both face-to-face and digitally. Shareholders will be able to physically participate in the General Meeting. Alternatively, those who so wish may exercise their rights either by granting a proxy or by participating and voting live digitally and interactively at the General Meeting. The company continues to closely monitor developments relating to health measures and will inform shareholders, by press release and on its website, of any development that would impact the procedures for holding the General Meeting (and which could be communicated in due course).
Shareholders have the choice of using the Lumi Connect platform (formerly known as AGM+) (www.lumiconnect.com) or of contacting Solvac SA directly to complete the participation formalities (as described below). However, digital participation in the General Meeting still requires the use of the Lumi Connect platform. A document explaining the different steps to follow for using the Lumi Connect platform will be available on our website.
IF YOU DO NOT WISH TO PARTICIPATE IN THE GENERAL MEETING
No formalities are required.
IF YOU WISH TO PARTICIPATE AND BE PRESENT OR VOTE BY PROXY AT THE GENERAL MEETING
In order to be admitted to the General Assembly a double formality will apply:
On the one hand, only persons who will be shareholders of Solvac SA on Tuesday 26 April 2022 at midnight (Belgian time) (hereafter called the "registration date") will have the right to participate in and vote at the General Meeting of 10 May 2022, regardless of the number of shares held by the shareholders on the day of the General Meeting.
On the other hand, you must confirm to Solvac S.A. your wish to participate in the General Meeting. To do this, simply date, sign and send us the attached NOTICE OF ATTENDANCE so that it is in our possession no later than the 6th day preceding the Meeting, i.e. May 4, 2022.
If you do not plan to attend the Meeting but wish to vote, you will find attached a PROXY form which you may send to us, duly completed and signed, by Wednesday May 4, 2022 at the latest.
If you return the proxy, you will still be able to attend the Meeting in person but will not be able to vote since your votes will have already been counted.
The above-mentioned documents may be sent to Solvac SA, either by post to the address: Solvac SA, General Meeting, 43 Champs Elysées street, 1050 Brussels, or by fax to +32 (0)2.639.66.31, or by e-mail to [email protected].
Shareholders who choose to use the Lumi Connect platform can use the platform to submit the above-mentioned documents.
The proxy is available at the company's registered office and via its website: http://www.solvac.be/gouvernance/assemblees-generales, as well as on the Lumi Connect platform.
SOLVAC S.A. – Champs Elysées street 43 – B-1050 Brussels – Belgium – T : +32 (2) 639 66 30 – F : +32 (2) 639 66 31 RPM 0423 898 710 - BNP Paribas Fortis IBAN BE 17 2100 0487 6021 – BIC GEBABEBB - www.solvac.be
The appointed proxy holder needs not necessarily be a shareholder of Solvac SA. When appointing the proxy holder, the shareholder must be particularly attentive to situations of potential conflict of interest between him and his proxy holder (cf. Art 7:143 §4 of the Companies and Associations Code). The following are particularly targeted by this disposition: the Chairman of the General Meeting, the members of the Board of Directors, the Director, their spouse or legal cohabitant and persons related to them.
If you have completed the formalities for voting by proxy at the General Meeting, you may follow the live webcast of the General Meeting organised by the company. Shareholders are invited to consult the company's website https://www.solvac.be/gouvernance/assemblees-generales to find out how to access this webcast.
IF YOU WISH TO PARTICIPATE AND VOTE DIGITALLY AT THE GENERAL MEETING
Shareholders can choose to participate and vote digitally at the General Meeting using the Lumi Connect platform. In this case, voting takes place during the General Meeting, which shareholders attend via the Lumi Connect platform. There is no proxy to be given in this case.
In order to be able to virtually participate in and vote during the General Meeting, a double formality will apply:
On the one hand, only persons who will be shareholders of Solvac SA on the registration date, i.e. Tuesday 26 April 2022 at midnight (Belgian time), will be entitled to participate in and vote at the General Meeting, regardless of the number of shares held by the shareholders on the day of the General Meeting.
On the other hand, you must confirm to Solvac S.A. your wish to participate in the General Meeting.
To do this, simply confirm your wish to participate in the General Meeting on the Lumi Connect platform by Wednesday May 4, 2022 at the latest.
You will then receive the procedure and login details to connect to the General Meeting. Further information on the procedure is available on the Lumi website (https://www.lumiglobal.com) and the Solvac SA website (https://www.solvac.be/gouvernance/assemblees-generales).
The Lumi Connect platform enables shareholders to (i) be directly, simultaneously and continuously informed of the discussions at the General Meeting, (ii) exercise their voting rights on all items on which the General Meeting is called upon to vote and (iii) participate in the deliberations and exercise their right to ask questions.
In accordance with article 7:137 of the Code of Companies and Associations, shareholders who participate in the General Meeting in this way shall be deemed to be present at the place where the General Meeting is held. The Lumi Connect platform enables Solvac SA to control the quality and identity of shareholders.
Shareholders who choose to use the Lumi Connect platform can also use it to complete and transmit the proxy by Wednesday May 4, 2022 at the latest. If you send the proxy, you are free to follow the live webcast of the General Meeting organized by the company in the form of a webcast. Shareholders are invited to consult the website https://www.solvac.be/gouvernance/assemblees-generales to find out how to access this webcast. It is specified that shareholders who have voted by proxy can no longer vote during the webcast, nor ask questions during it.
RIGHT TO ADD AGENDA ITEMS AND TO SUBMIT RESOLUTION PROPOSALS
In accordance with Article 7:130 of the Code of Companies and Associations, one or more shareholders holding (together) at least 3% of the share capital of Solvay SA may have new items added to the agenda of the general meeting and may submit resolution proposals in relation to existing or new agenda items.
Shareholders who wish to exercise this right must (a) provide evidence of at least 3% ownership of such shareholding as at the date of their request and (b) record their shares representing such shareholding on the registration date (i.e. on Tuesday 26 April, 2022) in accordance with the above admission conditions. Evidence of ownership of such shareholding can be provided by a certificate evidencing the registration of the relevant shares in the share register of Solvac SA.
The request to add agenda items or resolution proposals must be made in writing and must be accompanied by, as the case may be, the text of the items to be added to the agenda and the corresponding resolution proposals, or the text of the newly proposed resolutions in relation to existing agenda items. Such request must contain a postal or email address to which Solvac SA will send an acknowledgement of receipt within 48 hours of receipt of such request.
The additional agenda items and/or resolution proposals must be received by Solvac SA no later than Monday 18 April, 2022 either by regular mail to the address : Solvac SA, General Meeting, 43 Champs Elysées street, 1050 Brussels, or by fax to +32 (0)2.639.66.31, or by electronic mail to the e-mail address: [email protected].
If such requests are received by Solvac SA, it will publish, at the latest on Monday 25 April 2022, a modified agenda of the General Meeting, completed on the basis of any requests validly submitted, on its website (https://www.solvac.be/gouvernance/assemblees-generales), in the Belgian State Monitor and in the press. In this case, Solvac SA will also make a revised proxy form available on its website (https://www.solvac.be/gouvernance/assemblees-generales) and at the Lumi Connect platform (www.lumiconnect.com) at the same time as the publication of the modified agenda of the General Meeting.
In case shareholders, in accordance with Article 7:130 of the Code of Companies and Associations, exercise their right to add items to the agenda and to file resolution proposals, proxies filed prior to the publication of the revised agenda shall remain valid for the agenda items they cover. In the event that new/alternative proposals for resolutions are submitted concerning existing agenda items after the notified proxies, the proxy holder shall abstain from voting on the new/alternative proposals for resolutions. However, in this case, shareholders will have the possibility to send a new proxy to Solvac SA, by means of the revised proxy form mentioned in the previous paragraph.
RIGHT TO ASK QUESTIONS
Shareholders may submit written questions prior to the General Meeting. Written questions will only be answered to the extent that the shareholder submitting them has complied with the above-mentioned conditions of admission in accordance with article 7:134 of the Code of Companies and Associations and if the written questions have been received by Solvac SA by Wednesday, 4 May 2022 at the latest, either by mail at the address of : Solvac SA, General Meeting, Champs Elysées street, 43 - 1050 Brussels, or by fax at +32 (0)2.639.66.31, or by e-mail at [email protected]. For shareholders who choose to use the Lumi Connect platform, this platform also allows to submit the above-mentioned written questions. Answers to the written questions will be provided during the General Meeting.
In addition, in accordance with article 7:139 of the Code of Companies and Associations, time will be allocated during the General Meeting for a Q&A session during which directors will also answer questions addressed to them during the General Meeting regarding the items on the agenda. The shareholders who have chosen to virtually participate in and vote during the General Meeting via the Lumi Connect platform will be able to ask questions during the General Meeting regarding the items on the agenda. These questions can be submitted live in writing via the Lumi Connect platform.
AVAILABILITY OF DOCUMENTS
In accordance with Article 7:132 of the Code of Companies and Associations, each shareholder has the right to obtain free of charge, at Solvac SA, Champs Elysées Street, 43, at 1050 Brussels, on business days and during normal office hours as from the date of publication of this convening notice, copies of the documents which relate to this meeting and which must be made available to them pursuant to law, including this convening notice, the agenda of the Ordinary Shareholders' Meeting and the proxy form. These documents are also available on Solvac SA's website (https://www.solvac.be/gouvernance/assemblees-generales) and are also available on the Lumi Connect platform (www.lumiconnect.com).
PROTECTION OF PERSONAL DATA
Solvac SA is responsible for the processing of the personal data it receives from shareholders and proxy holders in the context of the General Meeting in accordance with the laws in force relating to data protection, including European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).
These personal data essentially consist of identification data of the shareholders, their representatives or proxy holders, contact data (e.g. postal address, telephone number, e-mail address), the number and type of shares, intention to participate, attendance at the general meeting, questions asked, votes cast, etc.
This data will be used in order to prepare and manage attendance and the voting process relating to the General Meeting, as described in the convocation and will be passed on to third parties assisting the company for the aforementioned purposes, in particular Lumi. This processing of personal data is necessary in order to meet the legal obligations of Solvac SA. If Solvac SA fails to process this personal data, it will not be able to allow the person concerned to be present or to be represented at the General Meeting and/or to record the vote as a shareholder of Solvac SA.
This information will not be kept longer than necessary for the same purposes, i.e. 10 years after the General Meeting is held.
For more information, shareholders and corporate officers can consult the "Data Protection and Privacy Policy" via the linkhttps://www.solvac.be/politique-de-confidentialite/
As set out in our Data Protection Policy referred to above, you also have rights over your personal data in accordance with the conditions and within the applicable legal limits, namely the right of access to your personal data, the rectification or erasure of these as well as the right to limit processing, the right to object to processing, the right to data portability and the right to lodge a complaint with the supervisory authority competent – in Belgium, the Data Protection Authority.
You can exercise your rights mentioned above by contacting Solvac SA, Champs Elysées street, 43 at 1050 Brussels – Belgium (tel +32 2 639 66 30 / email: [email protected]).
We draw your attention to the fact that the resolution proposals 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.
Best regards.
Useful Information
| Address to send the proxies: |
|---|
| Solvac SA – Assemblée Générale |
| Rue des Champs Elysées 43 |
| B – 1050 Bruxelles |
| Fax : +32 (0)2.639.66.31 |
| Email : [email protected] |
| HOTLINE on 10 May 2022 : + 32 (0) 2. 264.30.65 |
| Website : www.solvac.be |
| Address to send the proxies at the Lumi Connect Platform of Lumi : |
| www.lumiconnect.com |
| Address to participate and to vote on a digital way at the Lumi Connect Platform of Lumi : |
| www.lumiconnect.com |