AGM Information • Oct 23, 2015
AGM Information
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October 26, 2015
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 French/Dutch texts qualify as legally valid documents.
Sir, Madam,
We have the honor of inviting you to the Extraordinary General Shareholders' Meeting of Solvay SA which will be held on Tuesday November 17, 2015 at 2.00 p.m. (Belgian time) at The Square, Brussels Meeting Center, Mont des Arts, 1000 Brussels.
The Extraordinary Shareholders' Meeting is convened with the same agenda as for the meeting convened on Friday 23 October, 2015 since the first call did not reach certain quorum requirements. This new Extraordinary Shareholders' Meeting will be able to proceed without quorum requirements (i.e. regardless of the percentage of share capital taking part in the meeting).
The agenda of the meeting is attached as a well as a board report on the use and purpose of the authorized capital prepared in accordance with Article 604 of the Belgian Companies Code.
There is no procedure to be completed.
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 Tuesday November 3, 2015 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 Tuesday November 3, 2015 (hereafter called the "record date") will have the right to participate and vote in the meeting on November 17, 2015, 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 Wednesday November 11, 2015.
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 Wednesday November 11, 2015.1
We ask that you send us your participation notice or, 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 participate 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 record date, which is Tuesday November 3, 2015 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 Wednesday November 11, 2015.
1 Unless different voting instructions are given, the instructions to vote at the Extraordinary General Shareholders' Meeting of October 23, 2015 will remain valid for this Extraordinary General Shareholders' Meeting.
Only those people who are shareholders of Solvay SA as of midnight (Belgian time) on Tuesday November 3, 2015 will have the right to participate and vote in the meeting on November 17, 2015, 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 Wednesday November 11, 2015.
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 Wednesday November 11, 2015.2
We ask that you send us your participation notice or, if you do not plan to attend, the proxy form together with the abovementioned statement from the authorized account holder or from the settlement organization. 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.
* * *
These documents may 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].
For shareholders who would like to be represented at this meeting, proxy forms are available at the company's corporate headquarters and the company's website : http://www.solvay.com/en/investors/shareholdersmeeting/index.html, as well as at the following financial institutions: BNP Paribas Fortis, ING and KBC.
The designated proxy holder need not 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.3
In accordance with Article 540 of the Companies Code, a time for questions is provided during the shareholders' meeting during which directors will respond to questions addressed to them with respect to their report or the agenda items.
Shareholders may ask questions orally during the shareholders' meeting or may submit written questions in advance of the meeting.
Written questions will only be answered if the shareholder asking them has complied with the above admission conditions in accordance with Article 536 of the Companies Code and if the written questions have been received by Solvay SA at the latest on Wednesday November 11, 2015, 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].
In accordance with Article 535 of the Companies Code, shareholders, holders of bonds, subscription rights or certificates issued with the cooperation of Solvay SA, can upon presentation of their security or of a certificate issued by an authorized account holder or a settlement organization certifying the number of dematerialized securities recorded in the name of the security holder, obtain at the headquarters of Solvay SA, i.e. 310 rue de Ransbeek at 1120 Brussels, on business days and during normal office hours as from the date of publication of this convening notice, free of charge, copies of the documents and reports that relate to this meeting and that must be made available to them pursuant to law, including this convening notice, the agenda and proposed resolutions of the extraordinary shareholders' meeting, the board report on the use and purpose of the authorized capital prepared in accordance with Article 604 of the Belgian Companies Code, the participation notice and the proxy form.
These documents and reports are also available on Solvay SA's website (http://www.solvay.com/en/investors/shareholders-meeting/index.html).
2 See footnote 1. 3 This list is not exhaustive.
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.
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 votingbox for the meeting of both companies as well as a single smart card showing, totally separately, 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 being accepted as of 12.30 p.m. (Belgian time).
We send you our best regards.
Nicolas Boël Chairman of the Board of Directors
Useful information: Solvay SA Assemblée Générale – General Shareholders' Meeting 310 rue de Ransbeek 1120 Brussels Fax: +32-(0)2.264.37.67 E-mail: [email protected] Enterprise number : 0403.091.220 (RLE Brussels) Website:http://www.solvay.com/en/investors/shareholders-meeting/index.html
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