AGM Information • Apr 7, 2014
AGM Information
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This document has been translated for purposes of information only. While every effort has been made to ensure that the English version is a faithful and accurate translation of the French/Dutch text, only the latter is a legally valid document.
Sir, Madam,
We have the honor of inviting you, as a registered shareholder of Solvay SA, to the Extraordinary General Shareholders' Meeting to be held on Monday April 7, 2014 at 10:30 am at its corporate headquarters : Solvay SA, 310 rue de Ransbeek at 1120 Brussels.
To deliberate validly on the agenda, this meeting should meet at least half of its share capital. This meeting can not validly deliberate if it does not meet the required quorum. The experience of recent years is going in this direction. A second extraordinary shareholders 'meeting will therefore be called. It will be held on Tuesday, May 13 after the Ordinary Shareholders' Meeting. You will be informed by official notification on April 9, 2014.
The agenda of the meeting is attached as a well as a Board report on the renewal of authorizations given to the Board of Directors for acquisition and alienation of own shares (art. 10 B and C), on modifications regarding the Executive Committee, the delegation of powers (art. 19 and 25) and on special powers of the Board of Directors (art. 24) and on an update of certain existing provisions of the by-laws.
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 Monday March 24, 2014 at midnight and, on the other hand, you must confirm your desire to participate in the Shareholders' Meeting.
Only those people who are shareholders of Solvay SA as of midnight (Belgian time) on March 24, 2014 (hereafter called the "registration date") will have the right to participate and vote in the meeting on April 7, 2014, 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 Tuesday April 1st, 2014.
If you do not plan to attend the meeting, you will find attached a PROXY form that you may choose to return, duly completed and signed. This proxy form will also have to reach us no later than Tuesday April 1st, 2014.
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 Monday March 24, 2014 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 April 1st, 2014.
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 : http://www.solvay.com/en/investors/shareholdersmeeting/index.html, as well as at the following financial institutions: BNP Paribas Fortis, ING and KBC. The properly duly completed and signed proxy forms will also have to reach Solvay SA no later than April 1st, 2014. 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.
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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 Friday March 14, 2014 either by regular mail, by fax or by electronic mail. Should certain shareholders exercise this right, Solvay SA will send, no later than Friday March 21, 2014, to shareholders by regular mail a final agenda and a completed proxy form and will also make these documents available on the Internet site:.
If you have complied with the instructions for admission to the meeting, you may also submit questions in writing to the Board of Directors regarding items on the agenda. These questions must reach Solvay SA no later than Tuesday April 1st, 2014, 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].
For complete information, all the documents attached to this convening notice are also posted on the site http://www.solvay.com/en/investors/shareholders-meeting/index.html.
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.
Finally please note that the signatures on the attendance list will begin being accepted as of 9:45 a.m.
We send you our best regards.
Chairman of the Board of Directors
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