Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Solvay SA AGM Information 2021

Apr 9, 2021

4005_rns_2021-04-09_ed60eb4e-55b9-4382-8da4-a6e674512745.pdf

AGM Information

Open in viewer

Opens in your device viewer

{# SEO P0-1: filing HTML is rendered server-side so Googlebot sees the full text without executing JS or following an iframe to a Disallow'd CDN path. The content has already been sanitized through filings.seo.sanitize_filing_html. #}

{0}------------------------------------------------

Sir, Madam,

We have the pleasure to convene you to the Ordinary Shareholders' Meeting of Solvay SA to be held on Tuesday 11 May 2021 at 10.30 a.m. (Belgian time) at Event Lounge, Boulevard Général Wahis 16F, 1030 Brussels (the "General Meeting").

The agenda of this General Meeting is attached hereto.

In view of the exceptional situation related to the coronavirus and the police measures taken by the authorities restricting gatherings, shareholders will not be able to participate physically in the General Meeting. Shareholders are invited to exercise their rights by voting by proxy or by virtually participating in and voting during the General Meeting. The company is closely monitoring the situation and will inform shareholders, by means of a press release and on the company's website, of any developments that may be communicated in due course.

Shareholders now have the choice, to the extent specified below, to use Lumi's AGM+ platform (https://lumiagm.com/) or to contact Solvay SA directly. They also have the possibility to virtually participate in and vote during the General Meeting via the AGM+ platform. A document setting out the various steps to be followed to use the AGM+ platform will be available on our website.

IF YOU DO NOT WISH TO PARTICIPATE IN THE GENERAL MEETING

No formalities are required.

FORMALITIES TO BE COMPLETED IN ORDER TO VOTE BY PROXY AT THE GENERAL MEETING

1) Holders of registered shares

In order to be able to participate in the General Meeting by voting by proxy, a double formality will apply: on the one hand, your shares will be subject to the registration procedure that will result from their entry in the Solvay SA shareholders' register on Tuesday 27 April 2021 at midnight and, on the other hand, you will have to complete and submit a proxy. This proxy will also serve to confirm your intention to participate in the General Meeting.

Only persons who will be shareholders of Solvay SA on Tuesday 27 April 2021 at midnight (Belgian time) (hereafter called the "registration date") will have the right 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.

You will find enclosed a PROXY form that you may send us, duly completed and signed. This proxy must be in our possession by Wednesday, 5 May 2021 at the latest.

Shareholders who choose to use the AGM+ platform may use the platform to complete and submit the proxy.

2) Holders of dematerialised shares

{1}------------------------------------------------

If you intend to participate in the General Meeting by voting by proxy, you will have to produce a certificate issued by an approved account holder or a settlement institution that maintains your securities account, certifying the registration in the shareholder's name of the number of dematerialised shares on the registration date, i.e. Tuesday 27 April 2021 at midnight, and for which you have declared that you wish to participate in the General Meeting. For shareholders who choose to use the AGM+ platform, the platform allows this certificate to be issued directly, which in this case will be sent directly to the company.

Only persons who will be shareholders of Solvay SA on Tuesday 27 April 2021 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.

You will find enclosed a PROXY form which you may send us, duly completed and signed. This proxy form must also be in our possession by Wednesday, 5 May 2021 at the latest.

Shareholders who choose to use the AGM+ platform may use the platform to complete and submit the proxy.

In any case, the proxy will also serve to confirm your intention to participate in the General Meeting.

3) Common dispositions for holders of registered and dematerialised shares

The above-mentioned documents may be sent to Solvay SA, either by post to the address of its registered office: Solvay SA, General Meeting, 310 rue de Ransbeek, 1120 Brussels, or by fax to +32- (0)2.264.37.67, or by e-mail to [email protected]. Shareholders who choose to use the AGM+ platform can use the platform to submit the above-mentioned documents.

The proxy is available at the registered office of the company and via its website: http://www.solvay.com/en/investors/shareholders-meeting/index.html, as well as on the AGM+ platform and from the following financial institutions: BNP Paribas Fortis, ING.

In view of the exceptional situation related to the coronavirus and the police measures taken by the authorities restricting gatherings, the proxy holder appointed under the proxies will be exclusively Solvay SA or a person appointed by Solvay SA to represent it, as indicated in the proxy form.

If you have completed the formalities for voting by proxy at the General Meeting, you may follow a live webcast of the General Meeting organised by the company. Shareholders are invited to consult the company's website (http://www.solvay.com/en/investors/shareholders-meeting/index.html) to find out how to access this webcast. Shareholders who have voted by proxy may not vote, nor ask questions during the webcast.

{2}------------------------------------------------

Instead of giving a proxy, shareholders may choose to virtually participate in and vote during the General Meeting through the AGM+ platform. In this case, voting takes place during the General Meeting, which shareholders attend via the AGM+ platform. There is no proxy to be given in this case.

1) Holders of registered shares

In order to be able to virtually participate in and vote during the General Meeting, a double formality will apply: on the one hand, your shares will be subject to the registration procedure that will result from their entry in the Solvay SA shareholders' register on Tuesday 27 April 2021 at midnight and, on the other hand, you will have to confirm your intention to participate in the General Meeting.

Only persons who will be shareholders of Solvay SA on the registration date, i.e. Tuesday 27 April 2021 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..

If you intend to virtually participate in and vote during the General Meeting, all you need to do is confirm your intention to participate in the General Meeting on the AGM+ platform no later than the sixth day prior to the date of the General Meeting, i.e. Wednesday, 5 May 2021 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 Solvay SA website (http://www.solvay.com/en/investors/shareholders-meeting/index.html).

2) Holders of dematerialised shares

If you intend to virtually participate in and vote during the General Meeting, you will have to produce a certificate issued by an approved account holder or by a settlement institution that keeps your securities account, certifying the registration in the shareholder's name of the number of dematerialised shares on the registration date, i.e. on Tuesday 27 April 2021 at midnight, and for which you have declared that you wish to participate in the General Meeting. This must be done via the AGM+ platform, which allows the certificate to be issued directly. The certificate will be sent directly to the company.

Only persons who will be shareholders of Solvay SA on Tuesday 27 April 2021 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.

If you intend to virtually participate in and vote during the General Meeting, all you need to do is to confirm your intention to participate in the General Meeting on the AGM+ platform and to request via the AGM+ platform the aforementioned certificate no later than the sixth day prior to the date of the General Meeting, i.e. Wednesday, 5 May 2021 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 website of Lumi (https://www.lumiglobal.com/) and the website of Solvay SA(http://www.solvay.com/en/investors/shareholders-meeting/index.html).

3) Common dispositions for holders of registered and dematerialised shares

{3}------------------------------------------------

The AGM+ 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 for compliance with the quorum and majority requirements. The AGM+ platform enables Solvay SA 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 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 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 27 April, 2021) 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 Solvay SA (for registered shares) or by a certificate issued by an authorized account holder or a settlement organization certifying that the relevant number of dematerialised shares is recorded in the shareholder's account.

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 e-mail address to which Solvay 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 Solvay SA no later than Monday 19 April, 2021 either by regular mail to the address of its registered office: 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].

If such requests are received by Solvay SA, it will publish, at the latest on Monday 26 April 2021, a modified agenda of the General Meeting, completed on the basis of any requests validly submitted, on its website (http://www.solvay.com/en/investors/shareholders-meeting/index.html), in the Belgian State Gazette and in the press. In this case, Solvay SA will also make a revised proxy form available on its website (http://www.solvay.com/en/investors/shareholders-meeting/index.html) 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

{4}------------------------------------------------

resolutions. However, in this case, shareholders will have the possibility to send a new proxy to Solvay 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 Solvay SA by Wednesday, 5 May 2021 at the latest, either by mail at the address of its registered office: Solvay SA, General Meeting, 310 rue de Ransbeek, 1120 Brussels, or by fax at +32-(0)2.264.37.67, or by e-mail at [email protected]. For shareholders who choose to use the AGM+ 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 their report or the items on the agenda. Only shareholders who have chosen to virtually participate in and vote during the General Meeting via the AGM+ platform will be able to ask questions during the General Meeting. These questions can be submitted live in writing via the AGM+ 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, upon presentation of their security or of a certificate issued by an authorized account holder or a settlement organization certifying the number of dematerialised securities recorded in the name of the security holder, obtain at the registered office 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, copies of the documents that relate to this meeting and that 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 Solvay SA's website (http://www.solvay.com/en/investors/shareholders-meeting/index.html).

These documents are also available on the AGM+ platform.

DATA PROTECTION

Solvay is responsible for the processing of the personal information that it receives from shareholders and proxy holders in the context of the General Meeting in accordance with applicable data privacy laws.

Such information will be used for the purposes of analysing and administrating the attendance and voting process in connection with the General Meeting, as set out in this convening notice, and will be transferred to third parties assisting the Company for the above purposes. This information will not be kept longer than necessary for these purposes. Shareholders and proxy holders can consult the "Data Protection and Privacy Policy" with the link https://www.solvay.com/en/information/data-protection-andprivacy-policy.html. They may request access to their data and any additional modification by contacting Mrs Michèle Vervoort, Solvay SA, 310, rue de Ransbeek - 1120 Brussels (Belgium) (tel: +32 (0) 2 264 15 32 / e-mail: [email protected]

{5}------------------------------------------------

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.

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]

Hot Line 11 May 2021 : +32-(0)2.264.30.65 Enterprise number : 0403.091.220 (RPM Brussels)

Website: http://www.solvay.com/en/investors/shareholders-

meeting/index.html

{6}------------------------------------------------

SOLVAY SA ORDINARY SHAREHODERS' MEETING

Tuesday 11 May 2021 at 10:30 am Event Lounge, Boulevard Général Wahis 16F, 1030 Brussels

AGENDA

    1. Management report for the financial year 2020 including the Corporate Governance Statement, Report of the Statutory Auditor.
    1. Approval of the Compensation Report.
  • It is proposed to approve the compensation report set out in chapter 5 of the Corporate Governance Statement.
    1. Consolidated financial statements for the financial year 2020 Statutory Auditor's report on the consolidated financial statements.
    1. Approval of the annual financial statements for the financial year 2020 Appropriation of profit and determination of the dividend.
    2. It is proposed to approve the annual accounts as well as the allocation of results for the year and to set the gross dividend per share at 3,75 EUR. After deduction of the prepayment of dividend at 1,50 EUR gross per share paid on January 18, 2021, the balance of the dividend will amount to 2,25 EUR gross per share, payable as of May 19, 2021.
    1. Discharge to be given to the Directors and the Statutory Auditor for the operations of the financial year 2020.
  • It is proposed to grant discharge to the Directors and the Statutory Auditor in office during the financial year 2020 for the operations of that financial year.
      1. Board of Directors: Term Renewals Nomination
    • a) The terms of office of Mr Nicolas Boël, Mrs llham Kadri, Mr Bernard de Laguiche, Mr Hervé Coppens d'Eeckenbrugge, Mrs Evelyn du Monceau, Mrs Françoise de Viron, Mrs Amparo Moraleda and Mrs Agnès Lemarchand expire at the end of this Meeting.
    • b) It is proposed that Mr. Nicolas Boël, Mrs. Ilham Kadri, Mr. Bernard de Laguiche, Mrs. Françoise de Viron and Mrs. Agnès Lemarchand be re-elected successively for a period of four years. Their terms of office will expire at the end of the Ordinary General Meeting of May 2025.

{7}------------------------------------------------

  • c) It is proposed to confirm the appointment of Mrs. Françoise de Viron as an independent Director on the Board of Directors.
  • d) It is proposed to confirm the appointment of Mrs. Agnès Lemarchand as an independent Director on the Board of Directors.
  • e) It is proposed to re-elect Mr Hervé Coppens d'Eeckenbrugge for a period of three years. His term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2024.
  • f) The term of office of Mrs Evelyn du Monceau expires at this Meeting, having reached the age limit.
  • g) It is proposed that Mr. Edouard Janssen (see Curriculum Vitae in the Appendix) be appointed as Director for a period of four years to replace Mrs. Evelyn du Monceau. Mr. Edouard Janssen's term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2025.
  • h) Mrs. Amparo Moraleda has decided, for personal reasons, not to request the renewal of her term of office as Director.
  • i) It is proposed that M.Wolfgang Colberg be appointed as Director (see Curriculum Vitae in the Appendix) for a period of four years to replace Mrs Amparo Moraleda. Mr. Wolfgang Colberg's term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2025.
  • j) It is proposed that Mr. Wolfgang Colberg be appointed as an independent Director on the Board of Directors.

7. Miscellaneous.

{8}------------------------------------------------

SOLVAY SA RPM 0403091220 ORDINARY SHAREHOLDERS'MEETING SA May 11th 2021 at 10.30 am Event Lounge, Boulevard Général Wahis 16F, 1030 Brussels

EXPLANATORY NOTE

This note was drawn up in application of article 7:129 §3, 4 of the Companies Code and contains explanations on each item listed on the agenda for the General Shareholders' Meeting.

For more information on the General Shareholders' Meeting and the applicable procedures, we refer you to the text of the convening notice which can be found on Solvay's internet site.

  1. Management Report on operations for 2020 including the Declaration of Corporate Governance and External Auditor's Report.

The Board of Directors drew up a management report on operations for the year 2020 – including the Declaration of Corporate Governance --, in which all legally required elements are addressed. The External Auditor has submitted his report without reservation.

The documents are available on the Solvay SA internet site. They were given to the registered shareholders and are also available on request.

This item is for discussion only and does not require adoption of a motion.

  1. Approval of the Compensation Report.

It is proposed to approve the compensation report found in chapter 5 of the Declaration of Corporate Governance.

The Code of Companies and Associations requires that the General Shareholders' Meeting approve the compensation report each year by a separate vote. This report describes, among other things, the compensation policy for Board members and members of the Executive Committee and provides information regarding their compensation.

  1. Consolidated accounts from 2020 – External Audit Report on the consolidated accounts

The consolidated accounts from 2020 were verified and approved by the Board of Directors.

The External Auditor has submitted his report without reservation.

The documents are available on the Solvay internet site. They were given to the registered shareholders and are also available on request.

This item is for discussion only and does not require adoption of a motion.

  1. Approval of annual accounts from 2020 – Allocation of earnings and setting of dividend.

{9}------------------------------------------------

It is proposed to approve the annual accounts as well as the allocation of results for the year and to set the gross dividend per share at 3.75 EUR. After deduction of the prepayment of dividend at 1.50 EUR gross per share paid on January 18, 2021, the balance of the dividend will amount to 2.25 EUR gross, payable as of May 19, 2021.

A copy of the annual accounts is available on the Solvay internet site. They were given to the registered shareholders and are also available on request.

The Code of Companies and Associations requires that the General Shareholders' Meeting approve by a separate vote each year the annual accounts as well as allocation of results of allocation and setting of the dividend.

  1. Discharge of liability to be given to Board members and to the External Auditor for operations for the year 2020.

It is proposed to discharge the liability of the Board members and to the External Auditor working in 2020 for the operations relating to this fiscal year. In conformance with the Companies Code and Associations, the General Shareholders' Meeting must, after approval of the annual accounts, approve by special vote the discharge of liability for the Board members and for the External Auditor.

    1. Board of Directors: Term Renewals Nomination
  • a) The terms of office of Mr Nicolas Boël, Mrs Ilham Kadri, Mr Bernard de Laguiche, Mr Hervé Coppens d'Eeckenbrugge, Mrs Evelyn du Monceau, Mrs Françoise de Viron, Mrs Amparo Moraleda and Mrs Agnès Lemarchand expire at the end of this Meeting.
  • b) It is proposed that Mr. Nicolas Boël, Mrs. Ilham Kadri, Mr. Bernard de Laguiche, Mrs. Françoise de Viron and Mrs. Agnès Lemarchand be re-elected successively for a period of four years. Their terms of office will expire at the end of the Ordinary General Meeting of May 2025.
  • c) It is proposed to confirm the appointment of Mrs. Françoise de Viron as an independent Director on the Board of Directors.
  • d) It is proposed to confirm the appointment of Mrs. Agnès Lemarchand as an independent Director on the Board of Directors.
  • e) It is proposed to re-elect Mr. Hervé Coppens d'Eeckenbrugge for a period of three years. His term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2024.
  • f) The term of office of Mrs Evelyn du Monceau expires at this Meeting, having reached the age limit.
  • g) It is proposed that Mr. Edouard Janssen (see Curriculum Vitae in the Appendix) be appointed as Director for a period of four years to replace Mrs. Evelyn du Monceau.

{10}------------------------------------------------

  • Mr. Edouard Janssen's term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2025.
  • h) Mrs. Amparo Moraleda has decided, for personal reasons, not to request the renewal of her term of office as Director.
  • i) It is proposed that M.Wolfgang Colberg be appointed as Director (see Curriculum Vitae in the Appendix) for a period of four years to replace Mrs Amparo Moraleda. Mr. W. Colberg's term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2025.
  • j) It is proposed that Mr Wolfgang Colberg be appointed as an independent Director on the Board of Directors.

Taking into consideration the advice of the Nomination Committee, the Board of Directors recommends adoption of this resolution by the General Shareholders' Meeting.

For more information regarding, M. Edouard Janssen and M.Wolfgang Colberg we refer shareholders to chapter four of the Declaration of Corporate Governance.

  1. Miscellaneous.

{11}------------------------------------------------

Edouard JANSSEN

Born June 2nd, 1978 Belgian

PROFESSIONAL EXPERIENCE

May 2019 to date – SOLVAY SA, Corporate Headquarters Brussels, Belgium

Vice-President: Assignments in Strategy and M&A

  • Acted as M&A manager on c. 15 transactions (including joint-ventures) out of which 5 are getting done
  • Supported the corporate strategy team on the development of roadmaps (5 year plans) for specific GBUs

2014 to 2019 GBU Aroma Performance, Solvay USA Inc. Princeton, NJ, USA

Vice-President: General Manager for North and Latin Americas

  • Initially GM for Nam and integrated Latam activities mid-2015. Scope included c.150 people; 22 M€ "Ebitda" in 2018; 1 factory + 1 (ex-Cytec) production unit in the USA; and a core Latam team in Sao Paulo, Brazil
  • From '14 to '19, profits grew by +5.5%/year. Achievements: driving profit growth while facing low-cost Asian competitors, implementing a manufacturing excellence program (which allowed to deliver record production levels in '15 and '18), and modernizing a dormant team. (My engagement rate ranked highest in GBU Mgt 3 years in a row).
  • Business development: out of various projects tested, successful development, production & launch of Rhovanil US Nat, our me-too product to capture the booming natural trend (ie 38% market CAGR from '14 to '19). Strong product launch at IFT trade show mid-2018. Sales grew c. x5 between '18 and '20, to reach c. 10% of our regional sales.

2011 to 2014 SOLVIN, JV between Solvay & BASF with 1.3 Bn€ sales and 1500 employees (factories across Europe & Russia)

Finance Director, Vice-President Brussels, Belgium

  • Provided regular updates to the Solvin Board, incl. BASF, while preparing the contemplated merger to set up Inovyn.
  • Achievements: mobilized plant managers (to maximize cash during challenging quarters); co-creating Solvin15 (our 2015 plan to reinforce competitiveness & to focus our investments towards higher-margin PVC-E grades); halved finance staff; shortened monthly closing (D+6 to D+4); refinanced 210 M€ of Solvin bank debt, w/o Solvay guarantee
  • Finance representative to RusVinyl, Solvay's Joint-Venture with Sibur: greenfield PVC plant in Russia.

2009-2011 SOLVIN BELGIUM i.e. 2 legal entities with 3 factories (incl. Zandvliet, on BASF's Antwerp site) and 600 M€ in turnover Finance Manager, reporting to Solvin's Finance Director: manager of a team of 8 accountants and controllers

Close involvement in plants to interact with local management on monthly closing and projects

2005-2008 SOLVAY SA, Corporate Headquarters Brussels, Belgium

Deputy Group Treasury & Funding:

  • Organized selection and negotiated terms with banks to structure the project financing (750 M€) of a grass-root Joint-Venture in PVC with Sibur, in Russia. EBRD participated in both debt and equity, to reduce political risk.
  • Mirrored S&P and Moody's methodologies to assess Solvay's credit rating, and ran scenario analyses for M&A deals; Close coordination with lawyers and tax specialists.

2003-2005 MORGAN STANLEY – IBD and GCM, Analyst London, United Kingdom

Corporate Derivatives Group: Managed clients and deals generating ~2 M€ profit per year:

  • Initiated relationships with Belgian accounts, generating ~300 k€ profit in first 6 months;
  • Took over dialogs with various French corporates and increased revenues; structured and sold products.

Financial Modeling: (incl. obtained FSA certification - Financial Services Authority):

Trained through rotations in various Inv. Banking teams and from Morgan Stanley's training modules.

EDUCATION

2020-2021 IMD: High Performance Boards Switzerland

2018-2019 Korn Ferry: From Executive to Leader Institute (12 month coaching starting with a 360 evaluation)

2008-2009 INSEAD MBA - MBA Class of July 2009 - GMAT : 720 France & Singapore

1999 McGill University - Exchange (Erasmus) Montreal, Canada

1995-2000 Solvay Brussels School: Master of Science in Finance & Management: 3 Years Magna cum Laude; 2 years cum Laude; Prix de Barsy for Best Thesis (on weather derivatives; 1500 Euros); Student representative (96-00) and Administrator of Cercle

Solvay (98-99)

OTHER EXPERIENCE

LANGUAGES French (native), English (fluent), Dutch (proficient), Spanish (conversational)

2016-Present Solvay Brussels School – Advisory Board member (and Vice-Chairman since March 2020)

2018-Present INSEAD Hoffmann Institute – Advisory Board member (HGIBS – Hoffmann Global Institute for Business and Society) 2008-Present Trusted Family (co-founder & chairman; provides secure software to c. 150 family businesses and family offices. Clients located mostly in EU and USA. Around 30 employees. The Solvay and Etex-Aliaxis families were our 2 first clients).

2001-2002 European Investment Bank, Trilateral Commission, European Commission Paris, Luxemburg, Brussels

Interned for 5 months each with 3 public institutions. My role was consultant/research analyst on specific topics.

2000-2001 Gap Year – Trip around the World mostly Latin America & India

Learned Spanish in Salamanca, Spain – Volunteered for social projects in Venezuela and in India – Climbed a 6300 m. summit in the Himalayas and practiced meditation in Tibetan monasteries– Worked with gaucho's in farms in Argentina.

PERSONAL INTERESTS Sports (skiing, tennis, cycling, yoga; climbed various 4000m's in the Alps, including Mont Blanc, and Island Peak at 6200m in the Himalaya's), Books and documentaries, Building a better world, Meditation.

{12}------------------------------------------------

Enzianstr. 7 82031 Grünwald / Germany

Personal Details:

Date of Birth: 12/16/1959 Place of Birth: Kiel, Germany

Citizenship: German

Education:

1989 PhD Business Administration, summa cum laude
"Globalization Patterns of Industrial Companies"
1985 Graduation
1980 –
1985
Studies of Business Administration and Computer Science,
University of Kiel
1979 –
1980
German Naval Air Squadron 5, Head of Communication Center
1978 –
1979
Military Service, Education in Naval and Air Force
Communication
1978 High School Graduation

Employment/Partnerships

2020

present
Industrial Partner
Deutsche Invest Capital Partners, Munich
2015

present
Chairman of the Board
ChemicaInvest Holding BV, The Netherlands
2013 –
2019
Industrial Partner
CVC Capital Partners
2009

2013
Member of the Board of Management, CFO
Evonik Industries AG
(Revenue: € 13.6
bn, No. of Employees:
33,000, IPO 2013)
Finance, Investor Relations, Controlling, Portfolio Management and
M&A,
Accounting, Information Technology, Procurement, Taxes,
Process and Performance Management,
Business Services, Region North America, Utilities Business (STEAG)
2001 –
2009
Member of the Board of Management, CFO
BSH Bosch und Siemens Hausgeräte GmbH
(Revenue:
€ 8.8 bn, No. of Employees:
39,000)
2001

2009
Chairman of the Board of Directors
BSH Ev Aletleri Sanayi ve Ticaret A.S., Turkey
(Revenue: € 1.1
bn, No. of Employees:
3,500,
Istanbul Stock Exchange
listed)

{13}------------------------------------------------

1996 - 2000 Senior Vice President

Robert Bosch Group Purchasing and Logistics

(worldwide responsibility for purchasing and logistics)

2000 Founder of SupplyOn AG, the Supply Chain Collaboration Platform for the

Automotive Industry

(Revenue: € 50m, No. of Employees: 60)

1994 - 1996 Managing Director

Robert Bosch Turkey and Central Asia (Revenue: € 250m., No. of Employees: 2,200)

Head of all business activities of the Bosch Group in Turkey and

Central Asia (Sales, Service, Manufacturing, R&D)

Headquartered in Istanbul and Bursa

1993 - 1994 Section Head Economic Planning and Controlling

Robert Bosch GmbH

1990 - 1993 Plant Manager

Robert Bosch GmbH Göttingen Factory

(Starter Motors, Revenue: € 150m., No. of Employees: 1,600)

1985 – 1989 Consultant Strategic Planning and M&A

Robert Bosch GmbH

Implementation of Strategic Business Unit Analysis,

Concepts for International Growth,

Business Unit Controlling, Leader of M&A-Group

Current Board Memberships / Other Activities:

Thyssenkrupp AG, Essen (Dax listed)

Independent Director

Pernod Ricard SA, Paris (CAC40 listed), ( > 40bn € market cap.)

Independent Director, President of Audit Committee

Burelle SA, Paris (Paris Stock Exchange listed)

Independent Director

• AMSilk GmbH (Biotech Startup)

Chairman

• Efficient Energy GmbH (Efficient Cooling Technology Startup)

Chairman

• Deutsche Bank AG

Member of the Regional Advisory Committee

• Atlantic Brücke e. V.

Member

  • Member of the Entrepreneurs' Round Table Germany
  • Various Management Trainings

(e. g. Baden Badener Unternehmergespräche, Harvard Business School)

Language Skills:

• German: native / English: fluent / French: fluent / Turkish: basic

{14}------------------------------------------------

To be valid, this form must be received by Solvay SA no later than 5 May 2021

PROXY FOR THE ORDINARY SHAREHOLDERS' MEETING OF SOLVAY SA ON 11 MAY 2021

I, the undersigned (name, first name and address to be completed)

holder of Solvay shares, on the record date of Tuesday 27 April at midnight hereby grant authority, to Mr Alex Dessalle,

with right of substitution,

to represent me in the General Meeting of Solvay SA that will take place on Tuesday 11 May 2021 at 10.30 a.m. (Belgian time) and to vote in my name on all the items on the agenda.

The proxy may also sign all deeds, documents, minutes, attendance lists and other documents relating to the General Meeting and, in general, do whatever is necessary to fulfil this mandate.

Legal entity shareholders must specify the name(s), first name(s) and capacity of the physical person(s) who sign(s) this proxy form on their behalf. The physical person(s) hereby declare(s) and warrant(s) to Solvay SA to have full authority to execute this proxy form.

Solvay SA must be provided with this proxy, duly completed and signed, by 5 May 2021 at the latest. In addition, shareholders must comply with the registration procedure described in the convening notice to the General Meeting. The proxy may be sent by mail to the company's registered office: Solvay SA, General Meeting, 310 rue de Ransbeek, 1120 Brussels, or by e-mail to [email protected], or by fax to +32-(0)2.264.37.67.

As indicated in the convening notice, instead of using this proxy, shareholders may use the AGM+ platform to complete and submit their proxy electronically. In this case, in order to be valid, the proxy must be submitted directly on the AGM+ platform by 5 May 2021 at the latest, in the manner described in the convocation.

In view of the exceptional situation related to the coronavirus and the police measures taken by the authorities restricting gatherings, the proxy holder appointed under the proxies shall exclusively be Mr Alex Dessalle, as indicated below.

* * *

Each proxy must provide precise voting instructions for each item on the agenda.

In the absence of indication on how to vote for one or more of the resolutions proposed below or if the instructions as to the meaning of the vote given by the shareholder are not clear, this will constitute an instruction to vote in favour of the relevant proposed resolution(s).

* * *

{15}------------------------------------------------

Ordinary Shareholders' Meeting

    1. Management Report 2020 including the Declaration of Corporate Governance, External Auditor's Report.
    1. Approval of compensation Report.

It is proposed to approve the compensation Report found in chapter 5 of the Declaration of Corporate Governance.

FOR AGAINST ABSTAIN

    1. Consolidated accounts from 2020 External Audit Report on the consolidated accounts.
    1. Approval of annual accounts from 2020 Allocation of results, setting of dividend. It is proposed to approve the annual accounts as well as the allocation of results for the year and to set the gross dividend per entirely liberated share at 3.75 EUR. After deduction of the prepayment of dividend at 1.50 EUR gross per share paid on January 18, 2021, the balance of the dividend will amount to 2.25 EUR gross, payable as of 19 May 2021.

FOR AGAINST ABSTAIN

  1. Discharge of liability to be given to Board members and to the External Auditor for operations for the year 2020. It is proposed to discharge the liability

of the Board members and FOR AGAINST ABSTAIN of the External Auditor in office FOR AGAINST ABSTAIN

on the operations relating to 2020 fiscal year.

    1. Board of Directors: Term renewals Nominations
  • a) The terms of office of Mr Nicolas Boël, Mrs llham Kadri, Mr Bernard de Laguiche, Mr Hervé Coppens d'Eeckenbrugge, Mrs Evelyn du Monceau, Mrs Françoise de Viron, Mrs Amparo Moraleda and Mrs Agnès Lemarchand expire at the end of this Meeting.
  • b) It is proposed that Mr Nicolas Boël, Mrs Ilham Kadri, Mr Bernard de Laguiche, Mrs Françoise de Viron and Mrs Agnès Lemarchand be re-elected successively for a period of four years. Their terms of office will expire at the end of the Ordinary Shareholders' Meeting of May 2025.
1. Renewal of the mandate of Mr Nicolas Boël FOR AGAINST ABSTAIN
2. Renewal of the mandate of Mrs Ilham Kadri FOR AGAINST ABSTAIN
3. Renewal of the mandate of Mr Bernard de Laguiche FOR AGAINST ABSTAIN
4. Renewal of the mandate of Mrs. Françoise de Viron FOR AGAINST ABSTAIN
5. Renewal of the mandate of Mrs Agnès Lemarchand FOR AGAINST ABSTAIN
  • c) It is proposed to confirm the appointment of Mrs Françoise de Viron as an independent Director on the Board of Directors. FOR AGAINST ABSTAIN
  • d) It is proposed to confirm the appointment of Mrs Agnès Lemarchand as an independent Director on the Board of Directors. FOR AGAINST ABSTAIN
  • e) It is proposed to re-elect Mr Hervé Coppens d'Eeckenbrugge for a period of three years. His term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2024. FOR AGAINST ABSTAIN
  • f) The term of office of Mrs Evelyn du Monceau expires at this Meeting, having reached the age limit
  • g) It is proposed that Mr Edouard Janssen (see Curriculum Vitae available on the website of Solvay SA be appointed as Director for a period of four years to replace Mrs Evelyn du Monceau. Mr Edouard Janssen's term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2025. FOR AGAINST ABSTAIN
  • h) Mrs Amparo Moraleda has decided, for personal reasons, not to request the renewal of her term of office as Director.
  • i) It is proposed that Mr Wolfgang Colberg be appointed as Director (see Curriculum Vitae available on the website of Solvay SA for a period of four years to replace Mrs Amparo Moraleda. Mr Wolfgang Colberg's term of office will expire at the end of the Ordinary Shareholders' Meeting of May 2025. FOR AGAINST ABSTAIN
  • j) It is proposed that Mr Wolfgang Colberg be appointed as an independent Director on the Board of Directors.

FOR AGAINST ABSTAIN

  1. Miscellaneous.

* * *

{16}------------------------------------------------

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/or to submit resolution proposals with regard to existing agenda items or new items to be added to the agenda, proxies submitted prior to the publication of the revised agenda shall remain valid for the agenda items that they cover. Solvay SA will also make the revised agenda and a revised model of shareholder proxy form available on its website (http://www.solvay.com/en/investors/shareholders-meeting/index.html) at the latest on 26 April 2021, in order to allow shareholders who would wish to give specific voting instructions on the new agenda items and/or new/alternative proposed resolutions.

In case new/alternative proposed resolutions are submitted with respect to agenda items existing after the notified proxies, the proxy holder shall abstain from voting on the new/alternative proposed resolutions. However, in this case, shareholders will have the possibility to send a new proxy to Solvay SA, using the revised proxy form mentioned in the previous paragraph.

Data Protection

Solvay is responsible for the processing of the personal information that it receives from shareholders and proxyholders in the context of the General Meeting in accordance with applicable data privacy laws.

Such information will be used for the purposes of analyzing and administrating the attendance and voting process in connection with the General Meeting, as set out in the convening notice, and will be transferred to third parties assisting the Company for the above purposes. This information will not be kept longer than necessary for these purposes.

Shareholders and proxy holders can consult the "Data Protection and Privacy Policy" with the link https://www.solvay.com/en/information/data-protection-and-privacy-policy.html.

They may request access to their data and any additional modification by contacting Mrs Michèle Vervoort, Solvay SA, 310, rue de Ransbeek - 1120 Brussels (Belgium) (tel: +32 (0) 2 264 15 32 / e-mail: [email protected]

Signed at , on 2021.

Signature must be preceded by the notation "Good for Authorization"