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Solvac S.A. — Proxy Solicitation & Information Statement 2024
Apr 26, 2024
4004_rns_2024-04-26_66893c02-6199-4e34-b2f3-aba5cfb8b498.pdf
Proxy Solicitation & Information Statement
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April 26, 2024
Dear Madam, Dear Sir,
We have the pleasure to convene you to the Ordinary and Extraordinary Shareholders' Meetings of Solvac SA to be held on Tuesday May 28, 2024 at 2.30 p.m. (Belgian time) at the Event Lounge, Boulevard Général Wahis 16F, 1030 Brussels.
The agenda for each of these meetings is appended to this letter, as well as the annual report for the 2023 financial year.
We draw your attention to the fact that to be able to deliberate validly on its agenda, the Extraordinary General Meeting must gather at least half of the shares making up the share capital. These decisions also require a majority of three quarters of the votes to be adopted.
Only persons who will be shareholders of Solvac SA on Tuesday May 14, 2024 at midnight (Belgian time) (hereafter called the "registration date") will have the right to participate in and vote at the General Meetings, regardless of the number of shares held by the shareholders on the day of the General Meetings.
The General Meetings will be organized in a hybrid manner, both face-to-face and digitally. Shareholders will be able to physically participate in the General Meetings. 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 Meetings.
Shareholders have the choice of using the Lumi Connect platform (www.lumiconnect.com) or of contacting Solvac SA directly to complete the participation formalities (as described below). However, digital participation in the General Meetings 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 MEETINGS
No formalities are required.
IF YOU WISH TO PARTICIPATE AND BE PRESENT OR VOTE BY PROXY AT THE GENERAL MEETINGS
In order to be admitted to the General Meetings you have to:
a) Either confirm to Solvac S.A. your wish to participate in and vote yourself to the General Meetings.
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 22, 2024.
b) Or, if you do not plan to attend the Meetings but wish to vote, send to Solvac S.A. a proxy by which you designate the proxy holder of your choice.
To do this, you will find attached a PROXY form which you may send us, duly completed and signed, by Wednesday May 22, 2024 at the latest. The proxy is available at the company's registered office and via its website : https://www.solvac.be/gouvernance/assemblees-generales/. The proxy must be sent directly to Solvac S.A. (and not via the Lumi Connet 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
If you return the proxy, you will still be able to attend the Meetings 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 S.A., either by post to the address: Solvac S.A., General Meetings, Champs Elysées street 43, 1050 Brussels, or by e-mail to [email protected].
The appointed proxy holder needs not necessarily be a shareholder of Solvac S.A. 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 Meetings, you may follow the live webcast of the General Meetings 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. It's clarified that shareholders who have voted by proxy can no longer vote during the webcast, or asking questions during it.
For the good form, we inform you that in case you are also a shareholder of Solvay, you will be brought to do only once the procedure of signature of the attendance lists for Solvay and for Solvac. Only one votingbox will be given to you for the meetings of the two companies as well as a single smart card containing, but in a completely separate way, the number of votes corresponding to the relevant portfolio of shares, this being of course provided for simplification and for your convenience.
IF YOU WISH TO PARTICIPATE AND VOTE DIGITALLY AT THE GENERAL MEETINGS
Shareholders can choose to participate and vote digitally at the General Meetings 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.
To do this, simply confirm your wish to participate in the General Meetings on the Lumi Connect platform by Wednesday May 22, 2024 at the latest.
You will then receive the procedure and login details to connect to the General Meetings. Further information on the procedure is available on the Lumi website (https://www.lumiglobal.com) and the Solvac S.A. 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 S.A. to control the quality and identity of shareholders.
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 Solvac S.A. may have new items added to the agenda of the general meetings 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 May 14, 2024) 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 S.A.
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 upon receipt of such request.
The additional agenda items and/or resolution proposals must be received by Solvac S.A. no later than Monday May 6, 2024 either by regular mail to the address : Solvac S.A., General Meetings, Champs Elysées street 43, 1050 Brussels, or by electronic mail to the e-mail address: [email protected].
If such requests are received by Solvac S.A., the company will publish, at the latest on Monday May 13, 2024, a modified agenda of the General Meetings, 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 S.A. will also make a revised proxy form available on its website (https://www.solvac.be/gouvernance/assemblees-generales) at the same time as the publication of the modified agenda of the General Meetings.
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 S.A., 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 Meetings. 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 S.A. by Wednesday, May 22, 2024 at the latest, either by mail at the address of : Solvac S.A., General Meetings, Champs Elysées street 43 - 1050 Brussels, or by e-mail at [email protected]
In addition, in accordance with article 7:139 of the Code of Companies and Associations, time will be allocated during the General Meetings for a Q&A session during which directors will also answer questions addressed to them during the General Meetings regarding the items on the agenda. The shareholders who have chosen to virtually participate in and vote during the General Meetings via the Lumi Connect platform will be able to ask questions during the General Meetings regarding the items on the agenda. These questions can be submitted live in writing via the Lumi Connect platform. They will be grouped and dealt with by topic.
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 S.A., 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 and Extraordinary Shareholders' Meetings and the proxy form. These documents are also available on Solvac SA's website (https://www.solvac.be/gouvernance/assemblees-generales) and on the Lumi Connect platform (www.lumiconnect.com) (except the proxy form).
PROTECTION OF PERSONAL DATA
Solvac S.A. is responsible for the processing of the personal data it receives from shareholders and proxy holders in the context of the General Meetings 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 meetings, questions asked, votes cast, etc.
These data will be used in order to prepare and manage attendance and the voting process relating to the General Meetings, 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 S.A. 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 Meetings and/or to record the vote as a shareholder of Solvac S.A.
This information will not be kept longer than necessary for the same purposes, i.e. 10 years after the General Meetings are 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 S.A., 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.
Jean-Marie Solvay Chairman of the Board of Directors
Useful Information : Solvac SA – Shareholders' Meetings Champs Elysées street 43 B-1050 Brussels Hot Line 28 May 2024: +32 (0)2.264.30.65 E-mail : [email protected] Enterprise number : 0423.898.710 (RPM Brussels) Website :https://www.solvac.be/gouvernance/assemblees-generales/ Lumi Connect platform :https://www.lumiconnect.com/