AGM Information • May 10, 2022
AGM Information
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Tuesday, 10 May 2022 at 10:30 a.m.
MINUTES
The ordinary general meeting of Solvay SA, whose registered office is at Rue de Ransbeek, 310, 1120 Brussels, was held on Tuesday 10 May 2022 at the Square Meeting Center, Mont des Arts, 1000 Brussels.
The meeting was opened at 10.30 a.m. with Mr Nicolas Boël as the chairman.
The meeting was organised in a hybrid manner, both in person and electronically, in accordance with Article 7:137 of the Companies and Associations Code.
The Chairman welcomes the participants to the meeting.
After a few developments in current affairs, the Chairman returned to the proposed separation into two independent listed entities (EssentialCo and SpecialtyCo) announced on 15 March 2021 and its rationale.
The Chairman comments on the outstanding performance during the year 2021. In 2021, Solvay generated a new record of EBITDA, sales, and return on capital employed. The group's debt reduction has been greatly accelerated over the past three years. And the ambitious targets of the G.R.O.W. strategy have been achieved in 2021, 3 years ahead. The Chairman also commented on the evolution of the share price, which reinforces the relevance of the project to create EssentialCo and SpecialtyCo.
The appointment of two new independent directors is proposed to the meeting: Laurence Debroux and Pierre Gurdjian. Philippe Tournay, a current member of the Board of Directors, has decided not to seek renewal of his mandate, which expires this year. On behalf of the group, the Chairman thanks him for his contribution. As a result, and subject to the approval of the new appointments by the general meeting, Solvay's Board of Directors will be composed of 15 members, 10 of whom will be independent members. Seven nationalities will be represented on the Board, which counts seven women and eight men.
In addition, a new remuneration policy is submitted to the shareholders. The appointment of a new statutory auditor is also proposed.
The supporting document for the Chairman's speech will be attached to these minutes.
The composition of the Assembly's Office shall be determined in accordance with Article 33 of the articles of association.
The Chairman appoints Mr. Dominique Golsong, Secretary General of the company, as Secretary.
Among the shareholders, Mrs Stéphanie Servagnat and Mr Tanguy du Monceau agreed to act as tellers.
Mrs Ilham Kadri, in attendance, and the other directors present, complete the Assembly's Office.
All members of the Assembly's Office participate in the physical meeting.
The Chairman noted that:
According to the attendance list signed by the members of the meeting, both in their personal name and as proxies, the shareholders present and represented own together 70.866.631 shares out of the 105,876,416 shares comprising the registered capital, i.e. 66,93 %.
The necessary verifications have been carried out with regard to compliance with the formalities for admission to the meeting by the shareholders present and represented.
The meeting is declared to be regularly constituted.
The agenda is as follows:
4. Approval of the statutory accounts for the financial year 2021 - Allocation of profit and determination of the dividend.
Proposed resolution: it is proposed to approve the statutory accounts for the financial year 2021 and the allocation of profit for the financial year and to set the gross dividend per share at EUR 3.85. After deduction of the interim dividend of EUR 1.50 gross per share paid on 17 January 2022, the balance of the dividend will therefore amount to EUR 2.35 gross per share, payable as from 19 May 2022.
Proposed resolution: it is proposed to grant discharge to the directors in office during the financial year 2021 for the performance of their duties during the financial year 2021.
6. Discharge of the statutory auditor for the financial year 2021
Proposed resolution: it is proposed to grant discharge to the statutory auditor in office during the financial year 2021 for the performance of his duties during the financial year 2021.
Proposed resolution: it is proposed to approve the remuneration report 2021 in chapter 5 of the Corporate Governance Statement.
Proposed resolution: it is proposed to approve the remuneration policy 2022, including the changes impacting the CEO agreement.
Detailed explanations are provided to participants on how to participate, including questions and voting. These explanations include aspects of the protection of participants' personal data.
All questions relating to the agenda items could be submitted in writing until 4 May. Participants are informed that these questions will be answered during the assembly, as well as questions that will be asked during the question and answer session during the assembly. All questions will therefore be answered in the dedicated question and answer session before the voting session, provided that they relate to items on the agenda and that the disclosure of certain data or facts is not likely to prejudice the company's interests or confidentiality commitments. Questions on the same subject have been grouped together and will therefore not be answered in the order in which they were asked. In addition, questions are sometimes answered as a whole. Written questions will be projected on the screen in the order in which they are answered.
In view of the number of questions received in writing before the meeting, participants were informed that the meeting would last several hours. They are therefore informed that the voting session is now open, both on the Lumi Connect platform and in the meeting room. This means that shareholders can vote on the items on the agenda from now on until the Chairman closes the voting.
The Chairman gives the floor to Mrs Ilham Kadri.
Ilham Kadri recalled the group's PURPOSE about people bonding together, forming ideas, using science, to reinvent progress. The presentation was focused on celebrating Solvay's PEOPLE that drove the remarkable progress on our growth and sustainability ambitions. Solvay delivered on all GROW targets 3 years ahead of plan, achieving record financial performances. (2019 to 2021:
EBITDA +4% CAGR; Cash €843m; FCF conversion >30%; ROCE >11%; Cost +40m above initial target; Debt reduction of 33%). Ms. Kadri further reviewed the Full Year 2021 record performance, and first quarter 2022 performance (sales over €3bn, record EBITDA of €712m, and record ROCE of 12.3%).
Ms. Kadri shared the progress on the Solvay ONE Planet sustainability roadmap, starting with the Climate. She cited 11% reduction in GHG emissions, substantially above the Paris Agreement, and recognized the GHG rating upgrade as well as Nordea's inclusion of Solvay into their new climate fund. Later she reviewed details around the plan to exit coal and how we plan to reach carbon neutrality. Also related to Solvay ONE Planet, Ms. Kadri summarized the activities within the Better Life pillar, starting with an update on safety. Next, she reviewed the achievements related to diversity, equity, and inclusion as part of Solvay ONE Dignity program. She also highlighted the Solidarity Fund's support of people and communities (30 projects; 24 countries, 7000 families, €6m in support). She also emphasized the ongoing support in China and Ukraine. She also discussed other people engagement initiatives including the pulse survey, teleworking, social dialogue.
Ms. Kadri went on to describe the company's investments in major markets to support growth, and reviewed our growth platforms including the recently launched biotechnology platform. This led into the strategic update regarding the intention to separate into two strong industry leaders: EssentialCo and SpecialtyCo. She described the different business allocations, operating models and strategy of the two future companies.
The supporting document for Ms Ilham Kadri's speech will be attached to these minutes.
The debates are led by the Chairman.
The written questions that were sent to the company were first answered. As a reminder, these questions had to be submitted by 4 May at the latest.
Questions raised during the session are then answered orally and via the Lumi Connect platform.
The discussions during the question and answer session will be attached to these minutes.
The meeting then moved on to the item-by-item review of the agenda.
1. and 2. With regard to the first two items on the agenda, the Board of Directors drew up a management report on the operations of the 2021 financial year - including the corporate governance statement of the company - in which all the information required by law is included. The Board has taken note of the Auditor's report and has no particular comments about it.
The Chairman notes that the necessary measures have been taken to meet legal obligations in terms of distribution of the management report concerning the operations of the financial year 2021, including the corporate governance statement and the auditor's report.
Under these conditions, the reading of the management report on the operations of the financial year 2021 is waived.
In view of the wide circulation of the auditor's report, the reading of the report was dispensed with.
In accordance with the regulatory provisions, the annual accounts, the management report and the Auditor report have been submitted to the Works Council of Solvay SA in Brussels. The reading of the report of the Works Council was waived. For those who wish to read it, a copy is available from the tellers.
These items do not require a vote.
3. The third item on the agenda concerns the consolidated accounts for the financial year 2021. This is also an item for information, which does not require a vote.
These consolidated accounts have been audited and approved by the Board of Directors. The Board has taken note of the Auditor's report and has no particular comments on it.
4. The Meeting then approves the statutory accounts of Solvay SA for the financial year 2021 and the proposal for the allocation of profits and the determination of the dividend with a majority of 99,75 % of the votes.
Each fully paid-up share will receive a gross dividend of EUR 3.85 per fully paid-up share. Taking into account the interim dividend of EUR 1.50 gross paid on 17 January, the balance of the dividend will amount to EUR 2.35 gross, payable as from 19 May.
5. The meeting discharges the Directors in office during the financial year 2021 for the operations of that year with a majority of 92,17 % of the votes.
6. The meeting then discharges the statutory auditor in office during the financial year 2021 for the operations of that year with a majority of 98,70 % of the votes.
7. With regard to the remuneration report, a presentation on the main points of this report is made to the meeting. The supporting document for this presentation shall be attached to these minutes.
The meeting approves with a majority of 89,10 % of the votes the remuneration report 2021 in chapter 5 of the corporate governance statement.
8. With regard to the new remuneration policy, a presentation on the main changes was also made to the meeting. The supporting document for this presentation will be attached to these minutes.
In accordance with article 7:92 of the Companies and Associations Code, the members of the Solvay SA Works Council were informed by the notice of the meeting of 4 March that at the ordinary shareholders' meeting of Solvay SA of 10 May 2022, a proposal will be made to approve the provisions of the agreement concluded between the company and Mrs Ilham Kadri, renegotiated to reflect changes of the remuneration policy, and providing for:
A severance payment of 18 months' remuneration in case of termination of the agreement by Solvay (i.e. an additional 6 months), which gives a strong signal of confidence to Ms Kadri regarding the continuation of the cooperation in the context of the many challenges Solvay is facing. The severance package is calculated on the basis of the sum of the fixed and variable remuneration and other benefits (including pension).
To strengthen Solvay's protection, the introduction of a 12-month non-competition and non-solicitation undertaking in return for an indemnity of 6 months' remuneration, calculated in the same way as the severance payment due (both in the event of termination by Solvay and termination by Ms Kadri). The amount of the non-competition and non-solicitation indemnity is considered reasonable in view of the duration of the 12-month non-competition and non-solicitation period.
In accordance with the Companies and Associations Code, the opinion of the Works Council has been published on the Solvay website.
The Meeting approves with a majority of 95,77 % of the votes the new remuneration policy 2022 including the changes impacting the CEO agreement.
9. Board of Directors: Renewal of mandates - Appointments
a) The mandates of Mr Gilles Michel, Mr Matti Lievonen, Ms Rosemary Thorne and P. Tournay expire at the end of this Meeting. Mr. Philippe Tournay has decided, for personal reasons, not to seek re-election as a director.
b) It is proposed to re-elect Mr. Gilles Michel for a period of four years. His term of office will expire at the end of the ordinary general meeting in May 2026.
The resolution is approved by 98,85 % of the votes.
c) It is proposed to confirm the appointment of Mr. Gilles Michel as an independent director on the Board of Directors.
The resolution is approved by 98,99 % of the votes.
d) It is proposed to re-elect Mr Matti Lievonen for a period of four years. His term of office will expire at the end of the ordinary general meeting in May 2026.
The resolution is approved by 99,55 % of the votes.
e) It is proposed to confirm the appointment of Mr Matti Lievonen as an independent director on the Board of Directors.
The resolution is approved by 99,55 % of the votes.
f) It is proposed to renew the mandate of Ms Rosemary Thorne as a director for a period of one year. Her term of office will expire at the end of the ordinary general meeting in May 2023. Although R. Thorne has reached the age limit under the company's corporate governance charter this year, it was considered appropriate to propose her renewal for a limited period of one year to ensure a smooth transition of her duties on the board.
The resolution was approved by 99,76 % of the votes.
g) It was proposed to confirm the appointment of Ms Rosemary Thorne as an independent director.
The resolution was approved by 99,56 % vote.
h) It is proposed to appoint Mr Pierre Gurdjian as a director for a period of four years. His term of office will expire at the end of the ordinary general meeting in May 2026.
The resolution is approved by 99,69 % votes.
i) It is proposed to confirm the appointment of Mr. Pierre Gurdjian as independent director.
The resolution is approved by 99,76 % of the votes.
j) It is proposed to appoint Ms Laurence Debroux as a director for a period of four years. Her term of office will expire at the end of the ordinary general meeting in May 2026.
The resolution is approved by 99,82 % vote.
k) It is proposed to confirm the appointment of Ms Laurence Debroux as independent director.
The resolution is approved by 99,96 % of the votes.
a) Appointment of a new statutory auditor
The mandate of Deloitte, Reviseurs d'Entreprises SCRL as statutory auditor of the company expires at the end of the present meeting.
Proposed decision: on the recommendation of the Audit Committee and on presentation of the Works Council, it is proposed to appoint Ernst & Young Bedrijfsrevisoren BV, with registered office at De Kleetlaan, 2, 1831 Diegem and with company number 0446.334.711 as statutory auditor for a period of three years ending after the ordinary general meeting of 2025, which will be called to approve the accounts for the year 2024. For information purposes, the permanent representative of the statutory auditor is currently Mrs Marie Kaisin.
The resolution is approved by 99,52 % of the votes.
Proposed decision: it is proposed to set the annual fees of the statutory auditor of the company, which include the audit of the statutory accounts as well as the audit of the group consolidation, at 1,278,402 euros (one million two hundred and seventy-eight thousand four hundred and two euros).
The resolution is approved by 99,72 % of the votes.
There were no technical problems or incidents that prevented or disrupted electronic participation in the general meeting or voting.
There being no further business, the Chairman adjourned the ordinary general meeting at 4.16pm.
These minutes were signed by the members of the Assembly's Office.
No shareholder attending the meeting requested to sign the minutes.
| Pour / Voor / For | 70,212,544 |
|---|---|
| Contre / Tegen / Against | 178,255 |
| Abstention / Onthouding / Abstain | 475,832 |
| % Pour / Voor / For | 99.75% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |


Kwijting aan de Bestuurders voor de verrichtingen van het boekjaar 2021
Discharge of liability to the Directors for the operations for the financial year 2021
| Pour / Voor / For | 64,014,342 |
|---|---|
| Contre / Tegen / Against | 5,441,520 |
| Abstention / Onthouding / Abstain | 1,410,769 |
| % Pour / Voor / For | 92.17% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

Kwijting aan de Commissaris voor de verrichtingen van het boekjaar 2021
Discharge of liability to the External Auditor for the operations for the financial year 2021
| Pour / Voor / For | 69,562,093 |
|---|---|
| Contre / Tegen / Against | 917,895 |
| Abstention / Onthouding / Abstain | 386,643 |
| % Pour / Voor / For | 98.70% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

Goedkeuring van het remuneratieverslag
Approval of remuneration report
| Pour / Voor / For | 62,868,489 |
|---|---|
| Contre / Tegen / Against | 7,694,297 |
| Abstention / Onthouding / Abstain | 303,845 |
| % Pour / Voor / For | 89.10% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

Goedkeuring van het Remuneratiebeleid 2022 met inbegrip van de wijzigingen die een invloed op de CEO-overeenkomst
Approval of Remuneration Policy 2022 including the changes impacting the CEO agreement.
| Pour / Voor / For | 67,542,840 |
|---|---|
| Contre / Tegen / Against | 2,981,857 |
| Abstention / Onthouding / Abstain | 341,934 |
| % Pour / Voor / For | 95.77% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |


| Pour / Voor / For | 69,805,090 |
|---|---|
| Contre / Tegen / Against | 815,189 |
| Abstention / Onthouding / Abstain | 246,352 |
| % Pour / Voor / For | 98.85% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

Confirmation comme administrateur indépendant de Monsieur Gilles Michel 9.c Bevestiging als onafhankelijk bestuurder van de heer Gilles Michel Confirmation as independent Board member of M. Gilles Michel
| Pour / Voor / For | 70,030,516 |
|---|---|
| Contre / Tegen / Against | 713,389 |
| Abstention / Onthouding / Abstain | 122,726 |
| % Pour / Voor / For | 98.99% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |


9.d Hernieuwing van het mandaat van de heer Matti Lievonen als Bestuurder
Renewal of the mandate of Mr Matti Lievonen as Board member
| Pour / Voor / For | 70,301,062 |
|---|---|
| Contre / Tegen / Against | 319,337 |
| Abstention / Onthouding / Abstain | 246,232 |
| % Pour / Voor / For | 99.55% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |
Confirmation comme administrateur indépendant de Monsieur Matti Lievoenen 9.e
Bevestiging als onafhankelijk bestuurder van de heer Matti Lievoenen
Confirmation as independent Board member of M. Matti Lievoenen
| Pour / Voor / For | 70,428,829 |
|---|---|
| Contre / Tegen / Against | 314,866 |
| Abstention / Onthouding / Abstain | 122,936 |
| % Pour / Voor / For | 99.55% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |
ರಿ.f Renouvellement du mandat de Mme Rosemary Thorne comme administrateur Hernieuwing van het mandaat van mevrouw Rosemary Thorne als Bestuurder Renewal of the mandate of Mrs Rosemary Thorne as Board member
| Pour / Voor / For | 70,568,138 |
|---|---|
| Contre / Tegen / Against | 172,503 |
| Abstention / Onthouding / Abstain | 125,990 |
| % Pour / Voor / For | 99.76% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

9.g
Bevestiging als onafhankelijk bestuurder van mevrouw Rosemary Thorne
Confirmation as independent Board member of Mrs. Rosemary Thorne
| Pour / Voor / For | 70,427,887 |
|---|---|
| Contre / Tegen / Against | 312,756 |
| Abstention / Onthouding / Abstain | 125,988 |
| % Pour / Voor / For | 99.56% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |
9.h
Benoeming van de heer Pierre Gurdjian als Bestuurder
Appointment of Mr Pierre Gurdjian as Board member
| Pour / Voor / For | 70,484,922 |
|---|---|
| Contre / Tegen / Against | 220,252 |
| Abstention / Onthouding / Abstain | 161,457 |
| % Pour / Voor / For | 99.69% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

9.i Confirmation comme administrateur indépendant de Monsieur Pierre Gurdjian Bevestiging als onafhankelijk bestuurder van de heer Pierre Gurdjian Confirmation as independent Board member of Mr. Pierre Gurdjian
| Pour / Voor / For | 70,536,464 |
|---|---|
| Contre / Tegen / Against | 168,711 |
| Abstention / Onthouding / Abstain | 161,456 |
| % Pour / Voor / For | 99.76% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

Nomination de Madame Laurence Debroux comme administrateur 9.j
Benoeming van mevrouw Laurence Debroux als Bestuurder
Appointment of Mrs Laurence Debroux as Board member
| Pour / Voor / For | 70,577,566 |
|---|---|
| Contre / Tegen / Against | 129,119 |
| Abstention / Onthouding / Abstain | 159,946 |
| % Pour / Voor / For | 99.82% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

9.k
Confirmation comme administrateur indépendant de Madame Laurence Debroux Bevestiging als onafhankelijk bestuurder van mevrouw Laurence Debroux Confirmation as independent Board member of Mrs. Laurence Debroux
| Pour / Voor / For | 70,679,036 |
|---|---|
| Contre / Tegen / Against | 27,650 |
| Abstention / Onthouding / Abstain | 159,945 |
| % Pour / Voor / For | 99.96% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |
10.a
Benoeming van Ernst&Young als commissaris
Appointment of Ernst&Young as statutory auditor
| Pour / Voor / For | 70,326,894 |
|---|---|
| Contre / Tegen / Against | 337,333 |
| Abstention / Onthouding / Abstain | 202,404 |
| % Pour / Voor / For | 99.52% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |
10.b
Vastelling van de bezoldigingen van de Commissaris op 1.278.402 €
Setting of the statutory auditor's fees at 1.278.402 €
| Pour / Voor / For | 70,445,165 |
|---|---|
| Contre / Tegen / Against | 200,381 |
| Abstention / Onthouding / Abstain | 221,085 |
| % Pour / Voor / For | 99.72% |
| Total des votes représentés / Totaal aantal vertegenwoordigde Stemmen / Total votes represented | 70,866,631 |

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